Attached files
file | filename |
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EX-1.1 - EX-1.1 - OGLETHORPE POWER CORP | a2205325zex-1_1.htm |
EX-4.2 - EX-4.2 - OGLETHORPE POWER CORP | a2205325zex-4_2.htm |
EX-5.1 - EX-5.1 - OGLETHORPE POWER CORP | a2205325zex-5_1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 16, 2011
Oglethorpe Power Corporation
(An Electric Membership Corporation)
(Exact name of Registrant as specified in its charter)
GEORGIA (State or other jurisdiction of incorporation) |
000-53908 (Commission File Number) |
58-1211925 (I.R.S. Employer Identification No.) |
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2100 East Exchange Place Tucker, Georgia (Address of principal executive offices) |
30084-5336 (Zip Code) |
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Registrant's telephone number, including area code |
(770) 270-7600 |
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None (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
- o
- Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- o
- Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
- o
- Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
- o
- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
On August 16, 2011, Oglethorpe Power Corporation (An Electric Membership Corporation) entered into an Underwriting Agreement with Goldman, Sachs & Co., as representative of the underwriters named therein, with respect to Oglethorpe's issuance and sale of an aggregate principal amount of $300,000,000 of 5.25% First Mortgage Bonds, Series 2011 A under Oglethorpe's Registration Statement on Form S-3 (File No. 333-167135) and related prospectus supplement and prospectus filed with the SEC. The first mortgage bonds are being issued pursuant to an Indenture dated March 1, 1997 between Oglethorpe, formerly known as Oglethorpe Power Corporation (An Electric Generation & Transmission Corporation), and U.S. Bank National Association, successor to SunTrust Bank, Atlanta, as trustee, as supplemented by the Sixty-First Supplemental Indenture dated as of August 1, 2011 between Oglethorpe and the trustee.
The above-referenced underwriting agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The above-referenced indenture and supplemental indenture (including the form of the first mortgage bonds) are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K. In connection with the issuance of the first mortgage bonds, Sutherland Asbill & Brennan LLP is filing the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits
- (a)
- Not
applicable.
- (b)
- Not
applicable.
- (c)
- Not
applicable.
- (d)
- Exhibits
Exhibit No. | Description
|
||
---|---|---|---|
1.1 | Underwriting Agreement, dated August 16, 2011, by and between Oglethorpe and Goldman, Sachs & Co., on behalf of itself and the other underwriters named therein. | ||
4.1 |
Indenture, dated as of March 1, 1997, made by Oglethorpe to SunTrust Bank, Atlanta, as trustee. (Filed as Exhibit 4.8.1 to Oglethorpe's Form 10-K for the fiscal year ended December 31, 1996, File No. 33-7591.) |
||
4.2 |
Sixty-First Supplemental Indenture, dated as of August 1, 2011, made by Oglethorpe to U.S. Bank National Association, as trustee, relating to the first mortgage bonds, including the form of first mortgage bond attached as Exhibit B thereto. |
||
5.1 |
Opinion of Sutherland Asbill & Brennan LLP, with respect to the validity of the first mortgage bonds. |
||
23.1 |
Consent of Sutherland Asbill & Brennan LLP (included on Exhibit 5.1). |
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION) |
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Date: August 17, 2011 |
By: |
/s/ THOMAS A. SMITH Thomas A. Smith President and Chief Executive Officer |
3
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 8.01. Other Events.
Item 9.01 Financial Statements and Exhibits