Filed Pursuant to Rule 433
Registration No. 333-167135
November 27, 2012
PRICING TERM SHEET
(Relating to the Preliminary Prospectus Supplement dated November 27, 2012
and the Prospectus dated August 4, 2010)
Issuer: | Oglethorpe Power Corporation (An Electric Membership Corporation) (“OGLETH”) | |
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Security: | 4.20% First Mortgage Bonds, Series 2012 A due 2042 | |
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Ratings:* | Moody’s: | Baa1 (Stable Outlook) |
| Standard & Poor’s: | A (Stable Outlook) |
| Fitch: | A (Stable Outlook) |
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Size: | $250,000,000 | |
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Price to Public: | 99.425 | |
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Maturity Date: | December 1, 2042 | |
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Treasury Benchmark | 2.750% due August 2042 | |
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Treasury Price and Yield: | Price: 99-10
Yield: 2.784% | |
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Spread to Treasury: | T + 145 basis points | |
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Re-offer Yield: | 4.234% | |
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Make-Whole Call: | T + 25 basis points | |
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Coupon: | 4.20% | |
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Interest Payment Dates: | June 1 and December 1 of each year beginning June 1, 2013 | |
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Format: | SEC Registered | |
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Denominations: | $1,000 and any integral multiple thereof | |
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CUSIP: | 677050 AJ5 | |
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ISIN Number: | US677050AJ52 | |
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Trade Date: | November 27, 2012 | |
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Expected Settlement Date: | November 30, 2012 (T+3) | |
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Underwriters’ Discount: | 0.875% | |
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Joint Book Runners: | J.P. Morgan Securities LLC (20.0%) Mitsubishi UFJ Securities (USA), Inc. (20.0%) | |
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Senior Co-Managers: | Goldman, Sachs & Co. (9.0%) RBC Capital Markets, LLC (9.0%) SunTrust Robinson Humphrey, Inc. (9.0%) Wells Fargo Securities, LLC (9.0%) | |
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Co-Managers: | BMO Capital Markets GKST Inc. (4.8%) Fifth Third Securities, Inc. (4.8%) Mizuho Securities USA Inc. (4.8%) PNC Capital Markets LLC (4.8%) U.S. Bancorp Investments, Inc. (4.8%) |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Oglethorpe Power Corporation at 770-270-7600, by calling J.P. Morgan Securities LLC at 212-834-4533 or by calling Mitsubishi UFJ Securities (USA), Inc. at 877-649-6848.