[Federal Register Volume 70, Number 152 (Tuesday, August 9, 2005)]
[Notices]
[Pages 46225-46226]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-4304]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-28012]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

August 3, 2005.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by August 29, 2005, to the Secretary, Securities and Exchange 
Commission, 100 F Street, NE., Washington, DC 20549-9303, and serve a 
copy on the relevant applicant(s) and/or declarant(s) at the 
address(es) specified below. Proof of service (by affidavit or, in the 
case of an attorney at law, by certificate) should be filed with the 
request. Any request for hearing should identify specifically the 
issues of facts or law that are disputed. A person who so requests will 
be notified of any hearing, if ordered, and will receive a copy of any 
notice or order issued in the matter. After August 29, 2005, the 
application(s) and/or declaration(s), as filed or as amended, may be 
granted and/or permitted to become effective.

Georgia Power Company et al. (70-10300)

    Georgia Power Company (``Georgia Power''), 241 Ralph McGill 
Boulevard, NE., Atlanta, Georgia 30308 and Savannah Electric and Power 
Company (``Savannah Electric'' and together, ``Applicants''), 600 East 
Bay Street, Savannah, Georgia 31401, both public utility company 
subsidiaries of The Southern Company (``Southern''), a registered 
holding company under the Act have filed an application 
(``Application'') under sections 9(a), 10 and 12(d) of the Act and rule 
54 under the Act.
    Georgia Power owns an approximate 84% undivided interest in the 
plant under construction known as Plant McIntosh Combined Cycle Units 
10 and 11 (``Project'') in Effingham County, Georgia (``County''). 
Savannah Electric owns an approximate 16% undivided interest in the 
Project. Georgia Power and Savannah Electric purchased the Project from 
Southern Power Company, an affiliate of Georgia Power and Savannah 
Electric, in May 2004.
    Georgia Power and Savannah Electric completed construction of the 
Project and the Project became operational in June 2005. As a result, 
the Project is deemed to be a ``utility asset'' under the Act. Georgia 
Power and Savannah Electric expect to enter into the ``sale/leaseback'' 
transaction described below. Georgia Power and Savannah Electric, 
therefore, now request approval of the transfer of the Project to the 
Effingham County Industrial Development Authority (``Authority'') in 
connection with the ``sale/leaseback'' transaction described below.
    Under a tax abatement agreement (``Tax Abatement Agreement''), the 
County (acting by and through its Board of Commissioners), the Board of 
Tax Assessors of Effingham County, the Authority, Georgia Power and 
Savannah Electric have agreed to a reduced amount of property taxes due 
from Georgia Power and Savannah Electric to the County over a period of 
approximately 20 years (``Abatement''). The Abatement will be achieved 
as follows:
    (a) Georgia Power and Savannah Electric will sell an interest in 
the Project to the Authority in an amount not to exceed $65,000,000 
(``Sale

[[Page 46226]]

Price''). To raise the money for the Sale Price, the Authority will 
issue and sell its revenue bonds (``Revenue Bonds'') to Georgia Power 
and Savannah Electric (or their assignees), pro rata in accordance with 
Georgia Power and Savannah Electric's respective ownership interests 
(``Leased Interests''), in the aggregate amount of the Sale Price.\1\ 
Applicants state that since the Sale Price equals the cost of the 
Revenue Bonds, no money will be exchanged among Georgia Power, Savannah 
Electric and the Authority.
---------------------------------------------------------------------------

    \1\ In December 2003, the Authority issued $350,000,000 in 
Revenue Bonds. In December 2004, the Authority issued $160,000,000 
in Revenue Bonds. After the Commission's approval, the Authority 
will issue up to $65,000,000 in Revenue Bonds. The aggregate amount 
of the Revenue Bonds previously issued and the Revenue Bonds 
contemplated hereby will not exceed $575,000,000 and will equal the 
approximate total cost of the Project.
---------------------------------------------------------------------------

    (b) Simultaneously with the sale of the Project to the Authority, 
Georgia Power and Savannah Electric will lease, pro rata in accordance 
with their Leased Interests, the Project back from the Authority for a 
term of approximately 20 years (the estimated useful life of the 
Project) under a lease agreement (``Agreement''). The Agreement 
provides for lease payments to be made by Georgia Power and Savannah 
Electric, pro rata in accordance with the Leased Interests, at times 
and in amounts which correspond to the payments with respect to the 
principal of and interest on the Revenue Bonds whenever and in whatever 
manner the Revenue Bonds shall become due, whether at stated maturity, 
upon redemption or declaration or otherwise.
    (c) The Agreement provides for lease payments to be deposited with 
a trustee (``Trustee'') under an indenture between the Authority and 
the Trustee (``Trust Indenture'') under which the Revenue Bonds will be 
issued and secured. Applicants state that since Georgia Power and 
Savannah Electric will make lease payments in the same amounts and at 
the same times that the Trustee will pay interest and principal on the 
Revenue Bonds to Georgia Power and Savannah Electric, no lease payments 
or Revenue Bond payments actually will be paid by or to Georgia Power 
and Savannah Electric. The Trust Indenture will provide for the 
specific terms of the Revenue Bonds, including a final maturity of 
January 1, 2025 and an interest rate of 5.00%. The Trust Indenture will 
also specify the term and details of the Revenue Bonds and will contain 
various provisions, covenants and agreements to protect the security of 
the bondholders, including the following: (a) Pledging and assigning 
the rents, revenues and receipts of the Authority derived from the 
Project to secure the payment of the Revenue Bonds; (b) describing the 
redemption provisions and other features of the Revenue Bonds; (c) 
setting forth the form of the Revenue Bonds; (d) establishing the 
various funds and accounts to handle the Revenue Bonds proceeds and 
revenues of the Project and setting forth covenants regarding the 
administration and investment of these funds and accounts by the 
Trustee; (e) setting forth the duties of the Trustee; (f) defining 
events of default and provisions for enforcing the rights and remedies 
of the bondholders in those events and (g) restricting the issuance of 
additional bonds and the terms upon which the same may be issued and 
secured. The Agreement obligates Georgia Power and Savannah Electric to 
pay, pro rata in accordance with the Leased Interests, the fees and 
charges of the Trustee.
    (d) The Agreement permits Georgia Power and Savannah Electric (or 
their assignees), pro rata in accordance with their Leased Interests, 
to buy the Project back from the Authority for a nominal purchase price 
at the expiration (or earlier termination) of the Agreement.
    (e) Accordingly, Georgia Power and Savannah Electric are treated as 
the owners of the Project for financial accounting purposes and federal 
income tax purposes, and Georgia Power and Savannah Electric are in 
fact the beneficial owners of, with full control over, the Project. 
Applicants state that the Tax Abatement Agreement obligates Georgia 
Power and Savannah Electric, pro rata in accordance with their Leased 
Interests, to make level property tax payments on the lease payments, 
plus a fee to the County and the Authority.

    For the Commission by the Division of Investment Management, 
pursuant to delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E5-4304 Filed 8-8-05; 8:45 am]
BILLING CODE 8010-01-P