Correspondence 0001104659-23-038427 from OGLETHORPE POWER CORP (CIK 0000788816)
OGLETHORPE POWER CORP (CIK 0000788816)
Date: March 29, 2023 · CIK: 0000788816 · Accession: 0001104659-23-038427
AI Filing Summary & Sentiment
Reasoning
Letter
Re: Oglethorpe Power Corporation – Registration Statement on Form S-4 filed on March 29, 2023
March 29, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-5546
Ladies and Gentlemen:
This letter is to supplementally advise the Securities and Exchange Commission (the “SEC”) that Oglethorpe Power Corporation (An Electric Membership Corporation) (the “Company”) hereby transmits for filing by direct electronic transmission under the Securities Act of 1933 (the “Securities Act”), a registration statement on Form S-4 (the “S-4 Registration Statement”), together with certain exhibits thereto, to register its exchange bonds (the “Exchange Bonds”), as described in the S-4 Registration Statement, in reliance on the position of the SEC enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co., Inc. (available June 5, 1991), and Shearman & Sterling (available July 2, 1993). In addition, the Company represents as follows:
1. The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Bonds and, to the best of the Company’s information and belief without independent investigation, each person participating in the exchange offer is acquiring the Exchange Bonds in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Bonds. In this regard, the Company will disclose to each person participating in the exchange offer that if such person is participating in the exchange offer for the purpose of distributing the Exchange Bonds, such person (i) could not rely on the staff position enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Inc. and Shearman & Sterling or other interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Bonds should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.
United States Securities and Exchange Commission
March 29, 2023
Page 2
2. No broker-dealer has entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Bonds. The Company will disclose to each person participating in the exchange offer (through the exchange offer prospectus) that any broker-dealer who receives the Exchange Bonds for its own account pursuant to the exchange offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Bonds. The Company will also include in the letter of transmittal to be executed by each holder participating in the exchange offer that each broker-dealer that receives the Exchange Bonds for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Bonds and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
If you have any questions or require additional information, please call me at 770.270.7168 or Herbert J. Short, our securities counsel, at 404.853.8491.
Respectfully Submitted,
/s/ Elizabeth B. Higgins
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filename1.htm
March 29, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-5546
Re: Oglethorpe Power Corporation – Registration Statement on Form S-4 filed on March 29, 2023
Ladies and Gentlemen:
This letter is to supplementally advise the Securities
and Exchange Commission (the “SEC”) that Oglethorpe Power Corporation (An Electric Membership Corporation) (the
“Company”) hereby transmits for filing by direct electronic transmission under the Securities Act of 1933 (the
“Securities Act”), a registration statement on Form S-4 (the “S-4 Registration Statement”),
together with certain exhibits thereto, to register its exchange bonds (the “Exchange Bonds”), as described
in the S-4 Registration Statement, in reliance on the position of the SEC enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988), Morgan Stanley & Co., Inc. (available June 5, 1991), and Shearman & Sterling
(available July 2, 1993). In addition, the Company represents as follows:
1. The
Company has not entered into any arrangement or understanding with any person to distribute the Exchange Bonds and, to the best of the
Company’s information and belief without independent investigation, each person participating in the exchange offer is acquiring
the Exchange Bonds in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding
with any person to participate in, the distribution of the Exchange Bonds. In this regard, the Company will disclose to each person participating
in the exchange offer that if such person is participating in the exchange offer for the purpose of distributing the Exchange Bonds, such
person (i) could not rely on the staff position enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co.,
Inc. and Shearman & Sterling or other interpretive letters to similar effect and (ii) must comply with registration
and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Company acknowledges
that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange
Bonds should be covered by an effective registration statement containing the selling security holder information required by Item 507
of Regulation S-K.
United States Securities and Exchange Commission
March 29, 2023
Page 2
2. No
broker-dealer has entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange
Bonds. The Company will disclose to each person participating in the exchange offer (through the exchange offer prospectus) that any broker-dealer
who receives the Exchange Bonds for its own account pursuant to the exchange offer may be a statutory underwriter and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of those Exchange Bonds. The Company will also include in
the letter of transmittal to be executed by each holder participating in the exchange offer that each broker-dealer that receives the
Exchange Bonds for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of those Exchange Bonds and that by so acknowledging and delivering a prospectus,
the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
If you have any questions or require additional
information, please call me at 770.270.7168 or Herbert J. Short, our securities counsel, at 404.853.8491.
Respectfully Submitted,
/s/ Elizabeth B. Higgins
Elizabeth B. Higgins
Executive Vice President and Chief Financial Officer