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.
Item 8.01. Other Events.
On June 9, 2014
, we entered into an Underwriting Agreement with Goldman Sachs &
Co. and Wells Fargo Securities, LLC
, as representatives of the underwriters
named therein, with respect to our issuance and sale of an aggregate principal
amount of $250,000,000
of 4.55% First Mortgage Bonds, Series 2014 A under our
Registration Statement on Form S-3 (File No. 333-192954) 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 us, formerly known
as Oglethorpe Power Corporation
(An Electric Generation & Transmission
), and U.S. Bank National Association
, as trustee, successor to
, as trustee, as supplemented by the Sixty-Eighth
Supplemental Indenture dated as of June 1, 2014
between us 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
with the issuance of the first mortgage bonds, Sutherland Asbill & Brennan LLP
is providing the legal opinion attached to this Current Report on Form 8-K as