S-3MEF

As filed with the Securities and Exchange Commission on July 22, 2019.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Tampa Electric Company

(Exact Name of Registrant as Specified in Its Charter)

Florida	59-0475140
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

TECO Plaza

702 N. Franklin Street

Tampa, Florida 33602

(813) 228-1111

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

David E. Schwartz, Esq.

Secretary

Tampa Electric Company.

TECO Plaza

702 N. Franklin Street

Tampa, Florida 33602

(813) 228-1111

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

Aileen C. Meehan, Esq.

Locke Lord LLP

Brookfield Place

200 Vesey Street, 20th Floor

New York, New York 10281

(212) 912-2982

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-216310

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether Tampa Electric Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Debt Securities	$55,000,000	$6,666.00

(1) The Registrant previously registered debt securities, first mortgage bonds and preferred stock with a maximum aggregate offering price of $1,000,000,000 on a Registration Statement on Form S-3 (File No. 333-216310) which was declared effective on March 10, 2017 (the “Related Registration Statement”). In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of debt securities having a proposed maximum aggregate offering price representing no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Related Registration Statement is being registered under this Registration Statement. In no event will the maximum aggregate offering price of all securities issued pursuant to this Registration Statement and the Related Registration Statement exceed $1,055,000,000.

(2) Calculated in accordance with Rule 457(o). Represents the registration fee only for the additional amount of debt securities being registered hereby. The Registrant previously registered securities pursuant to the Related Registration Statement for which a registration fee of $115,900 was paid.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

The Registrant is filing this Registration Statement on Form S-3 with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended. This Registration Statement on Form S-3 relates to the public offering of securities contemplated by the Registration Statement on Form S-3 (File No. 333-216310) filed with the Commission on February 28, 2017, and declared effective by the Commission on March 10, 2017 (the “Related Registration Statement”). This Registration Statement on Form S-3 is being filed for the purpose of registering an additional amount of securities equal to 20% of the remaining $275,000,000 of securities eligible to be sold under Related Registration Statement, or $55,000,000 of additional securities. The Registrant hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Related Registration Statement, including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

Exhibit No.	Description of Exhibit
5.1*	Opinion of Locke Lord LLP.
23.1*	Consent of Ernst & Young LLP.
23.2*	Consent of PricewaterhouseCoopers LLP.
23.3*	Consent of Locke Lord LLP (included in Exhibit 5.1).
25.1*	Statement of Eligibility of Trustee on Form T-1 of The Bank of New York Mellon in respect of the Indenture dated as of July  1, 1998, between Tampa Electric Company and The Bank of New York Mellon, as Trustee.

* Filed herewith.

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
5.1*	Opinion of Locke Lord LLP.
23.1*	Consent of Ernst & Young LLP.
23.2*	Consent of PricewaterhouseCoopers LLP.
23.3*	Consent of Locke Lord LLP (included in Exhibit 5.1).
25.1*	Statement of Eligibility of Trustee on Form T-1 of The Bank of New York Mellon in respect of the Indenture dated as of July  1, 1998, between Tampa Electric Company and The Bank of New York Mellon, as Trustee.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on July 22, 2019.

TAMPA ELECTRIC COMPANY
By:	/s/ Nancy Tower
	Nancy Tower
	President and Chief Executive Officer     (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of July 22, 2019.

Signature	Title
/s/ Nancy Tower NANCY TOWER	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Gregory W. Blunden GREGORY W. BLUNDEN	Senior Vice President-Finance and Accounting and Chief Financial Officer (Chief Accounting Officer) (Principal Financial and Accounting Officer)
/s/ Scott Balfour SCOTT BALFOUR	Chairman of the Board and Director
/s/ Robert R. Bennett ROBERT R. BENNETT	Director
/s/ Ana-Marie Codina Barlick ANA-MARIE CODINA BARLICK	Director
/s/ Patrick J. Geraghty PATRICK J. GERAGHTY	Director
/s/ Pamela D. Iorio PAMELA D. IORIO	Director
/s/ Rhea F. Law RHEA F. LAW	Director
/s/ Rasesh Thakkar RASESH THAKKAR	Director
/s/ Will Weatherford WILL WEATHERFORD	Director

EX-5.1

Exhibit 5.1

July 22, 2019

Tampa Electric Company

TECO Plaza

702 N. Franklin Street

Tampa, Florida 33602

Re: Tampa Electric Company

Registration Statement on Form S-3 filed on July 22, 2019

Ladies and Gentlemen:

We are rendering this opinion in connection with the registration statement on Form S-3 (the “Registration Statement”) filed by Tampa Electric Company (“Tampa Electric”), a Florida corporation, with the Securities and Exchange Commission (the “Commission”) under Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof. The Registration Statement incorporates by reference the registration statement on Form S-3 (File No. 333-216310) filed by Tampa Electric with the Commission under the Securities Act on February 28, 2017, and declared effective by the Commission on March 10, 2017 (the “Related Registration Statement”), including each of the documents filed by Tampa Electric with the Commission and incorporated or deemed to be incorporated therein and all exhibits thereto. Pursuant to the Registration Statement, Tampa Electric is registering $55,000,000 of unsecured debt securities of Tampa Electric (the “Debt Securities”).

The Debt Securities are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The Debt Securities are to be issued pursuant to an Indenture dated as of July 1, 1998 between Tampa Electric and The Bank of New York Mellon, as trustee (the “Trustee”), which is filed as Exhibit 4.1 to Amendment No. 1 to Tampa Electric’s registration statement on Form S-3 (file No. 333-55873) filed on July 13, 1998 and incorporated by reference into the Registration Statement through incorporation of the Related Registration Statement, as amended by (i) the Third Supplemental Indenture dated as of June 15, 2001 between Tampa Electric and the Trustee, which is filed as Exhibit 4.2 to Tampa Electric’s Current Report on Form 8-K filed on June 27, 2001 and incorporated by reference into the Registration Statement through incorporation of the Related Registration Statement, and (ii) the Tenth Supplemental Indenture dated as of September 19, 2012 between Tampa Electric and the Trustee, which is filed as Exhibit 4.25 to Tampa Electric’s Current Report on Form 8-K filed on September 28, 2012 and incorporated by reference into the Registration Statement through incorporation of the Related Registration Statement (the “Indenture”).

We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the steps taken by Tampa Electric and proposed to be taken by Tampa Electric in connection with the authorization, issuance and sale of the Debt Securities. We have reviewed the Registration Statement and the prospectus included as a part thereof, and we have made such examination as we consider necessary to render this opinion.

Tampa Electric Company

July 22, 2019

Page 2

The opinion rendered herein is limited to the law of the State of Florida, the law of the State of New York, and the federal laws of the United States.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that, when (i) the Board of Directors of Tampa Electric adopts a resolution authorizing the issuance of particular Debt Securities and (ii) Tampa Electric and the Trustee duly execute and deliver a supplemental indenture which establishes the specific terms of such Debt Securities, and such Debt Securities have been duly authenticated by the Trustee and duly executed and delivered on behalf of Tampa Electric against payment therefor in accordance with the terms and provisions of the Indenture and as contemplated by the Registration Statement, the prospectus included as a part thereof and any related prospectus supplement, and assuming that (a) the terms of the Debt Securities as executed and delivered are as described in the Registration Statement, the prospectus included as a part thereof and any related prospectus supplement, (b) the Debt Securities as executed and delivered do not violate any law applicable to Tampa Electric or result in a default under or breach of any agreement or instrument binding upon Tampa Electric, (c) the Debt Securities as executed and delivered comply with all requirements and restrictions, if any, applicable to Tampa Electric, whether imposed by any court or governmental or regulatory body having jurisdiction over Tampa Electric and (d) the Debt Securities are then issued and sold as contemplated in the Registration Statement, the prospectus included as a part thereof and any related prospectus supplement, the Debt Securities will constitute valid and binding obligations of Tampa Electric.

Our opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) the unenforceability of any waiver of rights or defenses with respect to stay, extension or usury laws; and (v) the effect of acceleration of Debt Securities on the collectability of any portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon.

We assume for purposes of this opinion that Tampa Electric is and will remain duly organized, validly existing and in good standing under applicable state law.

Tampa Electric Company

July 22, 2019

Page 3

To the extent that the obligations of Tampa Electric under the Indenture may be dependent thereon, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included as a part thereof. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Locke Lord LLP

LOCKE LORD LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and in the related Prospectus of Tampa Electric Company for the registration of debt securities and to the incorporation by reference therein of our report dated February 19, 2019, with respect to the consolidated financial statements of Tampa Electric Company included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tampa, Florida

July 22, 2019

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 9, 2018, relating to the financial statements and financial statement schedule, which is incorporated by reference in the Registration Statement on Form S-3 (No. 333-216310) of Tampa Electric Company from Tampa Electric Company’s Annual Report on form 10-K for the year ended December 31, 2018. We also consent to the reference to us under the heading “Experts” in the Registration Statement on Form S-3 (No. 333-216310) incorporated by reference in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

New York, New York

July 22, 2019

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)                |__|

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

Tampa Electric Company

(Exact name of obligor as specified in its charter)

Florida	59-0475140
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
TECO Plaza 702 N. Franklin Street Tampa, Florida	33602
(Address of principal executive offices)	(Zip code)

Debt Securities

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, NW Washington, D.C. 20429
The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

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4. A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229494).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 19th day of July, 2019.

THE BANK OF NEW YORK MELLON
By:	/s/ Francine Kincaid
Name:	Francine Kincaid
Title:	Vice President

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 240 Greenwich Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2019, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		5,343,000
Interest-bearing balances		71,186,000
Securities:
Held-to-maturity securities		33,972,000
Available-for-sale securities		81,376,000
Equity securities with readily determinable fair values not held for trading		36,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		26,490,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		24,620,000
LESS: Allowance for loan and lease losses		116,000
Loans and leases held for investment, net of allowance		24,504,000
Trading assets		2,542,000
Premises and fixed assets (including capitalized leases)		2,497,000
Other real estate owned		2,000
Investments in unconsolidated subsidiaries and associated companies		1,777,000
Direct and indirect investments in real estate ventures		0
Intangible assets:		7,065,000
Other assets		14,405,000
Total assets		271,195,000

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LIABILITIES
Deposits:
In domestic offices	125,776,000
Noninterest-bearing	54,550,000
Interest-bearing	71,226,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	101,943,000
Noninterest-bearing	5,893,000
Interest-bearing	96,050,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices .	1,582,000
Securities sold under agreements to repurchase	1,168,000
Trading liabilities	2,207,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	5,385,000
Not applicable
Not applicable
Subordinated notes and debentures	515,000
Other liabilities	6,603,000
Total liabilities	245,179,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	11,051,000
Retained earnings	15,181,000
Accumulated other comprehensive income	-1,701,000
Other equity capital components	0
Total bank equity capital	25,666,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	26,016,000
Total liabilities and equity capital	271,195,000

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I, Michael Santomassimo, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Michael Santomassimo

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Charles W. Scharf Samuel C. Scott Joseph J. Echevarria   Directors

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