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Debt
3 Months Ended
Mar. 31, 2017
Debt  
Debt

 

(K)          Debt.

a)          Department of Energy Loan Guarantee:

Pursuant to the loan guarantee program established under Title XVII of the Energy Policy Act of 2005 (the "Title XVII Loan Guarantee Program"), we and the U.S. Department of Energy, acting by and through the Secretary of Energy, entered into a Loan Guarantee Agreement on February 20, 2014 pursuant to which the Department of Energy agreed to guarantee our obligations under the Note Purchase Agreement dated as of February 20, 2014 (the "Note Purchase Agreement"), among us, the FFB and the Department of Energy and two future advance promissory notes, each dated February 20, 2014, made by us to the FFB (the "FFB Notes" and together with the Note Purchase Agreement, the "FFB Credit Facility Documents"). The FFB Credit Facility Documents provide for a multi-advance term loan facility (the "Facility"), under which we may make long-term loan borrowings through the FFB.

Proceeds of advances made under the Facility will be used to reimburse us for a portion of certain costs of construction relating to Vogtle Units No. 3 and No. 4 that are eligible for financing under the Title XVII Loan Guarantee Program. Aggregate borrowings under the Facility may not exceed $3,057,069,461, of which $335,471,604 is designated for capitalized interest.

Under the Loan Guarantee Agreement, we are obligated to reimburse the Department of Energy in the event the Department of Energy is required to make any payments to the FFB under the guarantee. Our payment obligations to FFB under the FFB Notes and reimbursement obligations to the Department of Energy under its guarantee, but not our covenants to the Department of Energy under the Loan Guarantee Agreement, are secured equally and ratably with all of our other notes and obligations issued under our first mortgage indenture. The final maturity date for each advance is February 20, 2044. Interest is payable quarterly in arrears and principal payments will begin on February 20, 2020. Under both FFB Notes, the interest rates during the applicable interest rate periods will equal the current average yield on U.S. Treasuries of comparable maturity at the beginning of the interest rate period, plus a spread equal to 0.375%.

At March 31, 2017, aggregate DOE-guaranteed borrowings totaled $1,692,350,000, including capitalized interest. Advances may be requested under the Facility on a quarterly basis through December 31, 2020. Future advances are subject to satisfaction of customary conditions, including certification of compliance with the requirements of the Title XVII Loan Guarantee Program, accuracy of project-related representations and warranties, delivery of updated project-related information, our continued ownership of our interest in Vogtle Units No. 3 and No. 4 free and clear of any liens except those permitted under the Loan Guarantee Agreement, evidence of compliance with the prevailing wage requirements of the Davis-Bacon Act, as amended, and certification from the Department of Energy's consulting engineer that proceeds of the advance are used to reimburse eligible project costs. The failure by the Contractor to perform its obligations under the EPC Agreement could affect our ability to satisfy the conditions required to receive future advances.

Under the Loan Guarantee Agreement, we are subject to customary borrower affirmative and negative covenants and events of default. In addition, we are subject to project-related reporting requirements and other project-specific covenants and events of default.

If certain events occur, the Department of Energy may, at its option, (i) elect to suspend or terminate the FFB's commitment to make further advances under the Facility, and may later revoke any such suspension or (ii) trigger a Loan Guarantee Agreement covenant under which we have agreed to repay the outstanding principal amount of all borrowings under the Facility over a period of five years, with level principal amortization. These events include (i) cessation of the construction of Vogtle Units No. 3 and No. 4 for twelve consecutive months, (ii) termination of the EPC Agreement under certain circumstances, (iii) loss of or failure to receive necessary regulatory approvals under certain circumstances, (iv) loss of access to intellectual property rights necessary to construct or operate Vogtle Units No. 3 and No. 4 under certain circumstances, (v) our failure to fund our share of operation and maintenance expenses for Vogtle Units No. 3 and No. 4 for twelve consecutive months, (vi) change of control of Oglethorpe and (vii) certain events of loss or condemnation. If we receive proceeds from an event of condemnation relating to Vogtle Units No. 3 and No. 4, such proceeds must be applied to immediately prepay outstanding borrowings under the Facility. We may also voluntarily prepay outstanding borrowings under the Facility. Under the FFB Credit Facility Documents, any prepayment will be subject to a make-whole premium or discount, as applicable.

Upon notice to the Department of Energy from the Co-owners of their intent to terminate the EPC Agreement for convenience, the Department of Energy may elect to continue construction of Vogtle Units No. 3 and No. 4. In such an event, unless we elect to join the Department of Energy in continuing construction, the Department of Energy will have the right, subject to certain conditions including obtaining necessary NRC approvals, to assume our rights and obligations under the principal agreements relating to Vogtle Units No. 3 and No. 4 and to acquire all or a portion of our ownership interest in Vogtle Units No. 3 and No. 4.

b)          Rural Utilities Service Guaranteed Loans:

For the three-month period ended March 31, 2017 we received advances on Rural Utilities Service-guaranteed Federal Financing Bank loans totaling $4,517,000 for general and environmental improvements at existing plants.

These advances are secured under our first mortgage indenture.

c)          Pollution Control Revenue Bonds:

In January 2017, we temporarily refinanced $122,600,000 of variable rate pollution control revenue bonds with original maturity dates ranging from 2020 through 2040, through the issuance of commercial paper. The bonds were classified as current debt at December 31, 2016.