Filed Pursuant to Rule 424(b)(2)
File No. 333-172698
Prospectus Supplement
(To Prospectus
dated March 21, 2011)
$125,000,000
Series 2011A 5.75% Senior
Notes due June 1, 2051
This is a public
offering by Gulf Power Company of $125,000,000 of Series 2011A 5.75% Senior Notes due June 1, 2051. Interest on the Series 2011A Senior Notes is payable quarterly in arrears on March 1, June 1, September 1 and December 1 of
each year, beginning September 1, 2011. The Series 2011A Senior Notes are redeemable as described in this Prospectus Supplement.
The Series 2011A Senior Notes will be unsecured and will rank equally with all of Gulf Power Companys other unsecured indebtedness
and will be effectively subordinated to all secured indebtedness of Gulf Power Company. The Series 2011A Senior Notes will be issued only in registered form in denominations of $25 and any integral multiple thereof.
Application will be made to list the Series 2011A Senior
Notes on the New York Stock Exchange. If approved, Gulf Power Company expects trading of the Series 2011A Senior Notes to begin within 30 days after the Series 2011A Senior Notes are first issued.
See
Risk Factors
on
page S-3 for a description of certain risks associated with investing in the Series 2011A Senior Notes.
The Series 2011A Senior Notes should be delivered on or about May 18, 2011 through the book-entry facilities of The Depository Trust
Company.
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Per Senior
Note
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Total
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Initial public offering price(1)
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100.00
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%
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$
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125,000,000
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Underwriting discounts
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3.15
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%
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$
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3,937,500
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Proceeds, before expenses, to Gulf Power Company(1)
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96.85
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%
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$
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121,062,500
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(1)
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Plus accrued interest, if any, from the date of original issuance of the Series 2011A Senior Notes, which is expected to be May 18, 2011.
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Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offense.
Joint Book-Running Managers
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Citi
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Morgan Stanley
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UBS Investment Bank
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Wells Fargo Securities
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Prospectus Supplement Dated May 12, 2011
No dealer, salesperson or other person is authorized to give any information or to represent
anything not contained in this Prospectus Supplement, the accompanying Prospectus or any written communication from Gulf Power Company or the underwriters specifying the final terms of the offering. Neither Gulf Power Company nor any underwriter
takes any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This Prospectus Supplement, the accompanying Prospectus and any written communication from Gulf Power Company or the
underwriters specifying the final terms of the offering is an offer to sell only the Series 2011A Senior Notes offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information incorporated by reference
or contained in this Prospectus Supplement, the accompanying Prospectus and any written communication from Gulf Power Company or the underwriters specifying the final terms of the offering is current only as of its respective date.
TABLE OF CONTENTS
Prospectus Supplement
S-2
RISK FACTORS
Investing in the Series 2011A Senior Notes involves risk.
Please see the risk factors in Gulf Power Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and Gulf Power Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, which are incorporated
by reference in this Prospectus Supplement and the accompanying Prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. The risks and uncertainties not presently known to Gulf Power Company or that Gulf Power Company currently deems immaterial may also impair its business operations, its financial results and the value of
the Series 2011A Senior Notes.
THE COMPANY
Gulf Power Company (the Company) is a Florida
corporation that has had a continuous existence since it was originally organized under the laws of the State of Maine on November 2, 1925. The Company was admitted to do business in Florida on January 15, 1926, in Mississippi on October 25, 1976
and in Georgia on November 20, 1984. The Company became a Florida corporation after being domesticated under the laws of the State of Florida on November 2, 2005. The principal executive offices of the Company are located at 500 Bayfront
Parkway, Pensacola, Florida 32520, and the telephone number is (850) 444-6111.
The Company is a wholly owned subsidiary of The Southern Company. The Company is engaged, within the northwestern portion of the State of Florida, in the generation and purchase of electricity and the
transmission, distribution and sale of such electricity at retail in 71 communities (including Pensacola, Panama City and Fort Walton Beach), as well as in rural areas, and at wholesale to a nonaffiliated utility and a municipality.
SELECTED FINANCIAL INFORMATION
The following selected financial information
for the years ended December 31, 2006 through December 31, 2010 has been derived from the Companys audited financial statements and related notes and the unaudited selected financial data, incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. The following selected financial data for the three months ended March 31, 2011 has been derived from the Companys unaudited financial statements and related notes, incorporated by reference in this
Prospectus Supplement and the accompanying Prospectus. The information set forth below is qualified in its entirety by reference to and, therefore, should be read together with managements discussion and analysis of results of operations and
financial condition, the financial statements and related notes and other financial information incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The information set forth below does not reflect the issuance of
the Series 2011A Senior Notes offered hereby or the use of proceeds therefrom. See Use of Proceeds.
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Year Ended December 31,
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Three Months Ended
March
31,
2011(1)
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2006
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2007
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2008
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2009
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2010
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(thousands, except ratios)
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Operating Revenues
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$
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1,203,914
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$
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1,259,808
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$
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1,387,203
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$
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1,302,229
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$
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1,590,209
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$
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324,608
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Earnings Before Income Taxes
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124,582
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135,082
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158,651
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170,461
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199,228
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20,001
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Net Income after Dividends on Preference Stock
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75,989
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84,118
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98,345
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111,233
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121,511
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11,691
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Ratio of Earnings to Fixed Charges(2)
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3.81
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3.95
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4.37
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4.56
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4.64
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2.38
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S-3
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Capitalization
As of March 31,
2011
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(thousands, except
percentages)
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Common Stock Equity
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$
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1,110,862
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47.8
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%
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Non-Cumulative Preference Stock
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97,998
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4.2
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Senior Notes
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811,846
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35.0
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Other Long-Term Debt
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302,560
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13.0
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Total, excluding amounts due within one year
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$
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2,323,666
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100.0
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%
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(1)
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Due to seasonal variations in the demand for energy, operating results for the three months ended March 31, 2011 do not necessarily indicate operating results for the
entire year.
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(2)
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This ratio is computed as follows: (i) Earnings have been calculated by adding to Earnings Before Income Taxes Interest expense, net of
amounts capitalized and the debt portion of allowance for funds used during construction, and (ii) Fixed Charges consist of Interest expense, net of amounts capitalized and the debt portion of allowance for funds used
during construction.
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USE OF PROCEEDS
The net proceeds from the sale of the Series 2011A Senior
Notes will be used by the Company to repay on or before June 30, 2011 all or a portion of the Companys $110,000,000 term loan that bears interest at a variable rate (which rate was 0.9605% as of May 11, 2011), to repay a portion of its
outstanding short-term indebtedness, which aggregated approximately $104,000,000 as of May 11, 2011, and for general corporate purposes, including the Companys continuous construction program.
S-4
DESCRIPTION OF THE SERIES 2011A SENIOR NOTES
Set forth below is a description of the specific terms of the
Series 2011A 5.75% Senior Notes due June 1, 2051 (the Series 2011A Senior Notes). This description supplements, and should be read together with, the description of the general terms and provisions of the senior notes set forth in
the accompanying Prospectus under the caption Description of the Senior Notes. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the description in the
accompanying Prospectus and the Senior Note Indenture dated as of January 1, 1998, as supplemented (the Senior Note Indenture), between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly
known as The Chase Manhattan Bank)), as trustee (the Senior Note Indenture Trustee).
General
The Series 2011A Senior Notes will be issued as a series of senior notes under the Senior Note Indenture. The Series 2011A Senior Notes will initially be issued in the aggregate principal amount of
$125,000,000. The Company may, without the consent of the holders of the Series 2011A Senior Notes, issue additional notes having the same ranking and the same interest rate, maturity and other terms as the Series 2011A Senior Notes, (except for the
issue price and issue date and the initial interest accrual date and initial Interest Payment Date (as defined below), if applicable). Any additional notes having such similar terms, together with the Series 2011A Senior Notes, will constitute a
single series of senior notes under the Senior Note Indenture.
The entire principal amount of the Series 2011A Senior Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on June 1, 2051. The Series 2011A Senior
Notes are not subject to any sinking fund provision. The Series 2011A Senior Notes are available for purchase in denominations of $25 and any integral multiple thereof.
Interest
Each Series 2011A Senior Note shall bear interest at the rate of 5.75% per annum (the Securities
Rate) from the date of original issuance, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year (each an Interest Payment Date) to the person in whose name such Series 2011A
Senior Note is registered at the close of business on the fifteenth calendar day prior to such payment date (whether or not a Business Day); provided, that interest payable on the maturity date or on a redemption date of the Series 2011A Senior
Notes will be paid to the person to whom principal is payable. The initial Interest Payment Date is September 1, 2011. The amount of interest payable will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any
date on which interest is payable on the Series 2011A Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in
respect of any such delay), with the same force and effect as if made on such date. Business Day means a day other than (i) a Saturday or Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by
law or executive order to remain closed or (iii) a day on which the Senior Note Indenture Trustees corporate trust office is closed for business.
The Company will pay the principal of the Series 2011A Senior Notes and interest payable at maturity or on redemption in immediately
available funds at the corporate trust offices of The Bank of New York Mellon, as Paying Agent.
Ranking
The Series 2011A Senior Notes will be direct, unsecured and unsubordinated obligations of the Company ranking equally with all other existing and future unsecured and unsubordinated obligations of the
Company. The Series 2011A Senior Notes will be effectively subordinated to all existing and future secured debt of the Company, aggregating approximately $41,000,000 outstanding at March 31, 2011. The Senior Note Indenture contains no
restrictions on the amount of additional indebtedness that may be incurred by the Company.
S-5
Optional Redemption
The Company shall have the right to redeem the Series 2011A
Senior Notes, in whole or in part, without premium or penalty, at any time and from time to time, on or after May 18, 2016, upon not less than 30 nor more than 60 days notice, at a redemption price (the Redemption Price) equal
to 100% of the principal amount to be redeemed plus any accrued and unpaid interest thereon to the date of redemption (the Redemption Date).
If notice of redemption is given as aforesaid, the Series 2011A Senior Notes so to be redeemed will, on the redemption date, become due
and payable at the Redemption Price together with any accrued interest thereon, and from and after such date (unless the Company has defaulted in the payment of the Redemption Price and accrued interest) such Series 2011A Senior Notes shall cease to
bear interest. If any Series 2011A Senior Note called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the Securities Rate. See Description of
the Senior Notes Events of Default in the accompanying Prospectus.
Subject to the foregoing and to applicable law (including, without limitation, United States federal securities laws), the Company or its affiliates may, at any time and from time to time, purchase
outstanding Series 2011A Senior Notes by tender, in the open market or by private agreement.
Book-Entry Only IssuanceThe Depository Trust Company
The Depository Trust Company (DTC) will act as the initial securities depositary for the Series 2011A Senior Notes. The Series
2011A Senior Notes will be issued only as fully registered securities registered in the name of Cede & Co., DTCs partnership nominee, or such other name as may be requested by an authorized representative of DTC. One or more fully
registered global Series 2011A Senior Notes certificates will be issued, representing in the aggregate the total principal amount of Series 2011A Senior Notes, and will be deposited with the Senior Note Indenture Trustee on behalf of DTC.
DTC is a limited-purpose trust company organized
under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial
Code and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the 1934 Act). DTC holds and provides asset servicing for over 3.5 million issues of U.S. and
non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over 100 countries that DTCs participants (Direct Participants) deposit with DTC. DTC also facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (DTCC). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (Indirect Participants). The DTC rules applicable to its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com and www.dtc.org. The contents of such websites do not constitute part of this Prospectus Supplement.
Purchases of Series 2011A Senior Notes under the DTC system must be made by or through Direct Participants, which will receive a credit
for the Series 2011A Senior Notes on DTCs records. The ownership interest of each actual purchaser of Series 2011A Senior Notes (Beneficial Owner) is in turn to be recorded on
S-6
the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchases. Beneficial Owners, however, are expected to receive
written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners purchased Series 2011A Senior Notes. Transfers of ownership
interests in the Series 2011A Senior Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership
interests in Series 2011A Senior Notes, except in the event that use of the book-entry system for the Series 2011A Senior Notes is discontinued.
To facilitate subsequent transfers, all Series 2011A Senior Notes deposited by Direct Participants with DTC are registered in the name of
DTCs partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2011A Senior Notes with DTC and their registration in the name Cede & Co. or such other DTC
nominee do not effect any changes in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2011A Senior Notes. DTCs records reflect only the identity of the Direct Participants to whose accounts such
Series 2011A Senior Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may
be in effect from time to time.
Redemption
notices will be sent to DTC. If less than all of the Series 2011A Senior Notes are being redeemed, DTCs practice is to determine by lot the amount of interest of each Direct Participant in such Series 2011A Senior Notes to be redeemed.
Although voting with respect to the Series 2011A
Senior Notes is limited, in those cases where a vote is required, neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2011A Senior Notes unless authorized by a Direct Participant in accordance
with DTCs procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Company as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.s consenting or voting rights to those Direct Participants to
whose accounts the Series 2011A Senior Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments on the Series 2011A Senior Notes will be made to Cede & Co. or such other nominee as may be requested by an authorized
representative of DTC. DTCs practice is to credit Direct Participants accounts upon DTCs receipt of funds and corresponding detail information from the Company or the Senior Note Indenture Trustee on the relevant payment date in
accordance with their respective holdings shown on DTCs records. Payments by Direct or Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the
account of customers registered in street name, and will be the responsibility of such Direct or Indirect Participant and not of DTC or the Company, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Company, disbursement of such payments to Direct Participants is the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner of a global Series 2011A Senior Note will not be entitled to receive physical delivery of
Series 2011A Senior Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Series 2011A Senior Notes. The laws of some jurisdictions require that certain purchasers of securities take physical
delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global Series 2011A Senior Note.
S-7
DTC may discontinue providing its services as securities depositary with respect to the
Series 2011A Senior Notes at any time by giving reasonable notice to the Company. Under such circumstances, in the event that a successor securities depositary is not obtained, Series 2011A Senior Notes certificates will be required to be printed
and delivered to the holders of record. Additionally, the Company may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depositary) with respect to the Series 2011A Senior Notes. The Company
understands, however, that under current industry practices, DTC would notify its Direct and Indirect Participants of the Companys decision, but will only withdraw beneficial interests from a global Series 2011A Senior Note at the request of
each Direct or Indirect Participant. In that event, certificates for the Series 2011A Senior Notes will be printed and delivered to the applicable Direct or Indirect Participant.
The information in this section concerning DTC and DTCs book-entry system has been obtained from sources
that the Company believes to be reliable, but neither the Company nor any Underwriter takes any responsibility for the accuracy thereof. Neither the Company nor any Underwriter has any responsibility for the performance by DTC or its Direct or
Indirect Participants of their respective obligations as described herein or under the rules and procedures governing their respective operations.
S-8
UNDERWRITING
Subject to the terms and conditions of an underwriting
agreement (the Underwriting Agreement), the Company has agreed to sell to each of the Underwriters named below (the Underwriters), for whom Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, UBS Securities
LLC and Wells Fargo Securities, LLC are acting as representatives (the Representatives), and each of the Underwriters severally has agreed to purchase from the Company the principal amount of Series 2011A Senior Notes set forth opposite
its name below.
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Underwriters
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Principal Amount
of Series 2011A
Senior Notes
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Citigroup Global Markets Inc.
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$
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25,312,500
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Morgan Stanley & Co. Incorporated
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25,312,500
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UBS Securities LLC
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25,312,500
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Wells Fargo Securities, LLC
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25,312,500
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BB&T Capital Markets, a division of Scott & Stringfellow, LLC
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2,500,000
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Morgan Keegan & Company, Inc.
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2,500,000
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Cabrera Capital Markets, LLC
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1,250,000
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HSBC Securities (USA) Inc.
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1,250,000
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Janney Montgomery Scott LLC
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1,250,000
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Oppenheimer & Co. Inc.
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1,250,000
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Pershing LLC
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1,250,000
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Raymond James & Associates, Inc.
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1,250,000
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RBC Dain Rauscher Inc.
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1,250,000
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Robert W. Baird & Co. Incorporated
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1,250,000
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Samuel A. Ramirez & Company, Inc.
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1,250,000
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Sterne, Agee & Leach, Inc.
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1,250,000
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Stifel, Nicolaus & Company, Incorporated
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1,250,000
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SunTrust Robinson Humphrey, Inc.
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1,250,000
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Synovus Securities, Inc.
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1,250,000
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William Blair & Company, L.L.C.
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1,250,000
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The Williams Capital Group, L.P.
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1,250,000
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Total
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$
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125,000,000
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The Underwriting Agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the Series 2011A Senior Notes are subject to, among other things, the approval of
certain legal matters by their counsel and certain other conditions. In the Underwriting Agreement, the Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all of the Series 2011A Senior Notes offered hereby,
if any of the Series 2011A Senior Notes are purchased.
The Underwriters propose initially to offer the Series 2011A Senior Notes directly to the public at the initial public offering price set forth on the cover page of this Prospectus Supplement and may
offer the Series 2011A Senior Notes to certain securities dealers at such price less a concession not in excess of $0.50 per Series 2011A Senior Note. The Underwriters may allow, and such dealers may reallow, a concession not in excess of $0.45
per Series 2011A Senior Note to certain brokers and dealers. After the initial public offering, the offering price and other selling terms may from time to time be varied by the Underwriters.
Prior to this offering, there has been no public market for the Series 2011A Senior Notes. Application will be
made to list the Series 2011A Senior Notes on the New York Stock Exchange. If approved, the Company expects trading of the Series 2011A Senior Notes on the New York Stock Exchange to commence within a 30-day period after the initial delivery of the
Series 2011A Senior Notes. In order to meet the requirements for listing the Series 2011A Senior Notes, the Underwriters will undertake to sell the Series 2011A Senior Notes to a minimum of 400 beneficial owners. The Underwriters have advised the
Company that they intend to make a market for the Series 2011A Senior Notes prior to the commencement of trading on the New York Stock
S-9
Exchange. The Underwriters will have no obligation to make a market in the Series 2011A Senior Notes, however, and may cease market making activities, if commenced, at any time.
The Company has agreed to indemnify the several Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The Companys expenses associated with the offer and sale of the Series 2011A Senior Notes are estimated to be $315,000.
The Company has agreed with the Underwriters, that during the
period of 15 days from the date of the Underwriting Agreement, it will not sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Series 2011A Senior Notes, any security convertible into, exchangeable into or exercisable
for the Series 2011A Senior Notes or any debt securities substantially similar to the Series 2011A Senior Notes (except for the Series 2011A Senior Notes issued pursuant to the Underwriting Agreement), without the prior written consent of the
Representatives. This agreement does not apply to issuances of commercial paper or other debt securities with scheduled maturities of less than one year.
In order to facilitate the offering of the Series 2011A Senior Notes, the Underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the Series 2011A Senior Notes. Specifically, the Underwriters may over-allot in connection with this offering, creating short positions in the Series 2011A Senior Notes for their own accounts. In addition, to cover
over-allotments or to stabilize the price of the Series 2011A Senior Notes, the Underwriters may bid for, and purchase, Series 2011A Senior Notes in the open market. The Underwriters may reclaim selling concessions allowed to an Underwriter or
dealer for distributing Series 2011A Senior Notes in this offering, if the Underwriters repurchase previously distributed Series 2011A Senior Notes in transactions that cover short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the Series 2011A Senior Notes above independent market levels. The Underwriters are not required to engage in these activities and may end any of these activities at any time without notice.
In general, purchases of a security for the
purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the
extent that it were to discourage resales of the security.
Neither the Company nor any Underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Series
2011A Senior Notes. In addition, neither the Company nor any Underwriter makes any representation that the Underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.
It is expected that delivery of the Series 2011A Senior Notes
will be made, against payment for the Series 2011A Senior Notes, on or about May 18, 2011, which will be the fourth business day following the pricing of the Series 2011A Senior Notes. Under Rule 15c6-1 under the 1934 Act, purchases or sales of
securities in the secondary market generally are required to settle within three business days (T+3), unless the parties to any such transactions expressly agree to otherwise. Accordingly, purchasers of the Series 2011A Senior Notes who wish to
trade the Series 2011A Senior Notes on the date of this Prospectus Supplement will be required, because the Series 2011A Senior Notes initially will settle within four business days (T+4), to specify an alternate settlement cycle at the time of
any such trade to prevent failed settlement. Purchasers of the Series 2011A Senior Notes who wish to trade on the date of this Prospectus Supplement should consult their own legal advisors.
Certain of the Underwriters and their affiliates have engaged and may in the future engage in transactions
with, and, from time to time, have performed and may perform investment banking and/or commercial banking services for, the Company and certain of its affiliates in the ordinary course of business, for which they have received and will receive
customary compensation.
S-10
PROSPECTUS
$390,000,000
Gulf Power Company
Class A Preferred Stock
Preference Stock
Senior Notes
Junior Subordinated Notes
We will provide the specific terms of these securities in supplements to this Prospectus. You should read this Prospectus and the
applicable Prospectus Supplement carefully before you invest.
See Risk Factors on page 2 for information on certain risks related to the purchase of securities offered by this Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
March 21, 2011
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement filed with the Securities and Exchange Commission (the
Commission) using a shelf registration process under the Securities Act of 1933, as amended (the 1933 Act). Under the shelf process, Gulf Power Company (the Company) may sell, in one or more
transactions,
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shares of Class A preferred stock (the Class A Preferred Stock),
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shares of preference stock (the Preference Stock),
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senior notes (the Senior Notes), or
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junior subordinated notes (the Junior Subordinated Notes)
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up to a total dollar amount of $390,000,000. This Prospectus provides a
general description of those securities. Each time the Company sells securities, the Company will provide a prospectus supplement that will contain specific information about the terms of that offering (Prospectus Supplement). The
Prospectus Supplement may also add, update or change information contained in this Prospectus. You should read this Prospectus and the applicable Prospectus Supplement together with additional information under the heading Available
Information.
RISK FACTORS
Investing in the Companys securities involves risk.
Please see the risk factors described in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which is incorporated by reference in this Prospectus. Before making an investment decision, you should carefully
consider these risks as well as other information contained or incorporated by reference in this Prospectus. The risks and uncertainties described are not the only ones facing the Company. Additional risks and uncertainties not presently known to
the Company or that the Company currently deems immaterial may also impair its business operations, its financial results and the value of its securities.
AVAILABLE INFORMATION
The Company has filed with the Commission a combined registration statement on Form S-3 (the Registration Statement, which
term encompasses any amendments to the Registration Statement and exhibits to the Registration Statement) under the 1933 Act. As permitted by the rules and regulations of the Commission, this Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules to the Registration Statement, to which reference is made.
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the 1934 Act),
and in accordance with the 1934 Act files reports and other information with the Commission. Such reports and other information can be inspected and copied at the Public Reference Room of the Commission at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a Web site that contains reports, proxy and information statements and other information
regarding registrants including the Company that file electronically at http://www.sec.gov. In addition, reports and other material concerning the Company can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005 on which exchange certain of the Companys outstanding securities are listed.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission
pursuant to the 1934 Act and are incorporated by reference in this Prospectus and made a part of this Prospectus:
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(a)
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the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2010; and
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(b)
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the Companys Current Report on Form 8-K dated January 20, 2011.
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All documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of the initial filing of the Registration Statement and prior to the effectiveness of the Registration Statement and subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and made a part of this Prospectus from the date of filing of such documents; provided, however, the Company is not incorporating any
information furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K unless specifically stated otherwise. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies
or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all documents incorporated by reference in this Prospectus (other than the exhibits to such documents unless
such exhibits are specifically incorporated by reference in this Prospectus). Such requests should be directed to Susan D. Ritenour, Secretary and Treasurer, Gulf Power Company, One Energy Place, Pensacola, Florida 32520, telephone: (850) 444-6111.
GULF POWER COMPANY
The Company was organized under the laws of the State of
Maine on November 2, 1925, and was admitted to do business in Florida on January 15, 1926, in Mississippi on October 25, 1976 and in Georgia on November 20, 1984. Effective as of November 2, 2005, the Company was domesticated as a Florida
corporation. Under applicable laws of the State of Florida and the State of Maine, the Companys legal existence was uninterrupted, with only its state of incorporation changed. The principal executive offices of the Company are located at 500
Bayfront Parkway, Pensacola, Florida 32520, and the telephone number is (850) 444-6111.
The Company is a wholly owned subsidiary of The Southern Company. The Company is engaged, within the northwestern portion of the State of Florida, in the generation and purchase of electricity and the
transmission, distribution and sale of such electricity at retail in 71 communities (including Pensacola, Panama City and Fort Walton Beach), as well as in rural areas, and at wholesale to a non-affiliated utility and a municipality.
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SELECTED INFORMATION
The following material, which is presented in this Prospectus solely to furnish limited introductory
information regarding the Company, has been selected from, or is based upon, the detailed information and financial statements appearing in the documents incorporated in this Prospectus by reference or elsewhere in this Prospectus, is qualified in
its entirety by reference to those documents and, therefore, should be read together with those documents.
Gulf Power Company
Business
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Generation, transmission, distribution and sale of electric energy
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Service Area
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Approximately 7,400 square miles within the northwestern portion of the State of Florida
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Customers at December 31, 2010
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430,658
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Generating Capacity at December 31, 2010 (kilowatts)
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2,662,600
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Sources of Generation during 2010 (kilowatt-hours)
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Coal (78%), Gas (22%)
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Certain Ratios
The following table sets forth the Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges Plus Preferred and Preference Dividend Requirements (Pre-Income Tax Basis) for the periods indicated.
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Year Ended December 31,
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2006
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2007
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2008
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2009
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2010
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Ratio of Earnings to Fixed Charges(1)
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3.81
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3.95
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4.37
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4.56
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4.64
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Ratio of Earnings to Fixed Charges Plus Preferred and Preference Dividend Requirements (Pre-Income Tax Basis)(2)
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3.41
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3.50
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3.64
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3.84
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3.94
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(1)
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This ratio is computed as follows: (i) Earnings have been calculated by adding to Earnings Before Income Taxes Interest expense, net of
amounts capitalized and the debt portion of allowance for funds used during construction and (ii) Fixed Charges consist of Interest expense, net of amounts capitalized and the debt portion of allowance for funds
used during construction.
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(2)
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In computing this ratio, Preferred and Preference Dividend Requirements represent the before tax earnings necessary to pay such dividends, computed at the
effective tax rates for the applicable periods.
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USE OF PROCEEDS
Except as may be otherwise described in an applicable
Prospectus Supplement, the net proceeds received by the Company from the sale of the Class A Preferred Stock, the Preference Stock, the Senior Notes or the Junior Subordinated Notes will be used in connection with its ongoing construction program,
to pay scheduled maturities and/or refundings of its securities, to repay short-term indebtedness to the extent outstanding and for other general corporate purposes.
DESCRIPTION OF THE CLASS A PREFERRED STOCK
Set forth below is a description of the general terms of the
Class A Preferred Stock. The statements in this Prospectus concerning the Class A Preferred Stock are an outline and do not purport to be complete. Such statements make use of defined terms and are qualified in their entirety by reference to the
Amended and Restated Articles of Incorporation of the Company (the Charter) and the amendments thereto, a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The general provisions
which apply to the preferred stock of the Company of all classes, which are now or may at a later time be authorized or created, are set forth in the Charter.
General
Each series of the Class A Preferred Stock, par value $25 per share, is to be created by the Board of Directors of the Company (the
Board of Directors) through an amendment to the Charter, a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part.
As of December 31, 2010, the Company had 10,000,000
authorized shares of Class A Preferred Stock. In addition to the Class A Preferred Stock, the Company has authorized 10,000,000 shares of Preferred Stock, par value of $100 per share (the Preferred Stock). As of December 31, 2010, there
were no outstanding shares of the Class A Preferred Stock or the Preferred Stock. The Class A Preferred Stock ranks equally with the Preferred Stock with respect to dividends and amounts payable upon liquidation, dissolution or winding up of the
Company. The Class A Preferred Stock and the Preferred Stock rank senior to the Preference Stock, the Companys common stock and any other securities the Company may issue in the future that by their terms rank junior to the Class A Preferred
Stock and the Preferred Stock with respect to dividends and amounts payable upon liquidation, dissolution or winding up of the Company. All shares of the Class A Preferred Stock will rank on a parity with respect to dividends and amounts payable
upon liquidation, dissolution or winding up of the Company.
The Class A Preferred Stock will not be subject to further calls or assessment by the Company.
Any proposed listing of the Class A Preferred Stock on a securities exchange will be described in the applicable Prospectus Supplement.
Transfer Agent and Registrar
Unless otherwise indicated in the applicable Prospectus
Supplement, the transfer agent for the Class A Preferred Stock will be Mellon Investor Services LLC, P.O. Box 358035, Pittsburgh, PA 15252-8035, which will also serve as the registrar.
Dividend Rights and Provisions
Dividends on the Class A Preferred Stock are payable, when and if declared by the Board of Directors, at the rate per annum determined for
each respective series. Unless otherwise indicated in the applicable Prospectus Supplement, dividends will be payable to holders of record of the Class A Preferred Stock as they appear on the books of the Company on the record dates fixed by the
Board of Directors.
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So long as any shares of the Preferred Stock or the Class A Preferred Stock are outstanding,
no dividends may be declared or paid upon or set apart for the Preference Stock, the Companys common stock or any other class of stock of the Company over which the Preferred Stock and the Class A Preferred Stock have a preference as to the
payment of dividends, unless: (1) full dividends on all shares of cumulative Preferred Stock and cumulative Class A Preferred Stock for all past dividend periods have been paid or declared and a sum sufficient for the payment thereof has been set
apart and full dividends on such Preferred Stock and Class A Preferred Stock for the then current dividend period have been or concurrently are declared; and (2) full dividends for the then current dividend period on all shares of non-cumulative
Preferred Stock and non-cumulative Class A Preferred Stock have been or contemporaneously are paid or declared and a sum sufficient for the payment thereof is set aside.
The applicable Prospectus Supplement will set forth the
dividend rate provisions of the Class A Preferred Stock, including the payment dates and the rate or rates, or the method of determining the rate or rates (which may involve periodic dividend rate settings through remarketing or auction procedures
or pursuant to one or more formulae, as described in the applicable Prospectus Supplement), and whether dividends shall be cumulative and, if so, from which date or dates.
Redemption Provisions
The redemption provisions applicable to the Class A
Preferred Stock will be described in the applicable Prospectus Supplement.
Voting Rights
The applicable Prospectus Supplement will describe the voting rights for each series of the Class A Preferred Stock.
Liquidation Rights
Upon voluntary or involuntary liquidation, the holders of
the Preferred Stock and the Class A Preferred Stock of each series, without preference among series, are entitled to receive the amount specified to be payable on the shares of such series before any distribution of assets may be made to the holders
of the Preference Stock and the Companys common stock. Available assets, if insufficient to pay such amounts to the holders of the Preferred Stock and the Class A Preferred Stock, are to be distributed pro rata to the payment, first of the
amount per share payable in the event of involuntary liquidation, second of accrued dividends, if any, and third of any premium.
Sinking Fund
The terms and conditions of a sinking or purchase fund, if any, for the benefit of the holders of the Class A Preferred Stock will be set
forth in the applicable Prospectus Supplement.
Other Rights
The holders of the Class A Preferred Stock
do not have any pre-emptive or conversion rights, except as otherwise described in the applicable Prospectus Supplement.
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DESCRIPTION OF THE PREFERENCE STOCK
Set forth below is a description of the general terms of the
Preference Stock. The statements in this Prospectus concerning the Preference Stock are an outline and do not purport to be complete. Such statements make use of defined terms and are qualified in their entirety by reference to the Charter and the
amendments thereto, a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part or incorporated by reference in the Registration Statement of which this Prospectus forms a part. The general provisions
which apply to the Preference Stock of the Company of all classes, which are now or may later be authorized or created, are set forth in the Charter.
General
Each series of the Preference Stock, par value $100 per share, is to be created by the Board of Directors through an amendment to the
Charter, a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus forms a part.
As of December 31, 2010, the Company had 10,000,000 authorized shares of Preference Stock, of which 1,000,000 shares ($100,000,000
aggregate liquidation amount) of non-cumulative Preference Stock were outstanding. In addition, as of December 31, 2010, there were no outstanding shares of the Preferred Stock or the Class A Preferred Stock. The Preference Stock ranks junior to the
Preferred Stock and the Class A Preferred Stock with respect to dividends and amounts payable upon liquidation, dissolution or winding up of the Company. The Preference Stock ranks senior to the Companys common stock and to any other
securities the Company may issue in the future that by their terms rank junior to the Preference Stock with respect to dividends and amounts payable upon liquidation, dissolution or winding up of the Company. All shares of the Preference Stock will
rank on a parity with respect to dividends and amounts payable upon liquidation, dissolution or winding up of the Company.
The Preference Stock will not be subject to further calls or to assessment by the Company.
Any proposed listing of the Preference Stock on a securities
exchange will be described in the applicable Prospectus Supplement.
Transfer Agent and Registrar
Unless otherwise indicated in the applicable Prospectus Supplement, the transfer agent for the Preference Stock will be Mellon Investor
Services LLC, P.O. Box 358035, Pittsburgh, PA 15252-8035, which will also serve as the registrar.
Dividend Rights and Provisions
Dividends on the Preference Stock are payable, when and if declared by the Board of Directors, at the rate per annum determined for each respective series. Unless otherwise indicated in the applicable
Prospectus Supplement, dividends will be payable to holders of record of the Preference Stock as they appear on the books of the Company on the record date fixed by the Board of Directors.
So long as any shares of the Preferred Stock or the Class A Preferred Stock are outstanding, no dividends may
be declared or paid upon or set apart for the Preference Stock, the Companys common stock or any other class of stock of the Company over which the Preferred Stock and the Class A Preferred Stock have a preference as to the payment of
dividends, unless: (1) full dividends on all shares of cumulative Preferred Stock and cumulative Class A Preferred Stock for all past dividend periods have been paid or declared and a sum sufficient for the payment thereof has been set apart
and full dividends on such Preferred Stock and Class A Preferred Stock for the then current dividend period have been or concurrently are declared; and (2) full dividends for the then current dividend period on all shares of non-cumulative Preferred
Stock and non-cumulative Class A Preferred Stock have been or contemporaneously are paid or declared and a sum sufficient for the payment thereof is set aside.
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The applicable Prospectus Supplement will set forth the dividend rate provisions of the
Preference Stock, including the payment dates and the rate or rates, or the method of determining the rate or rates (which may involve periodic dividend rate settings through remarketing or auction procedures or pursuant to one or more formulae, as
described in the applicable Prospectus Supplement), and whether dividends shall be cumulative and, if so, from which date or dates.
Redemption Provisions
The redemption provisions applicable to the Preference Stock will be described in the applicable Prospectus Supplement.
Voting Rights
The applicable Prospectus Supplement will describe the
voting rights for each series of the Preference Stock.
Liquidation Rights
Upon voluntary or involuntary liquidation, the holders of the Preference Stock of each series, without preference among series, are
entitled to receive, out of the Companys assets available for distribution to the holders of the Preference Stock following the satisfaction of all claims ranking senior to the Preference Stock, including the claims of the holders of any
outstanding shares of the Preferred Stock or the Class A Preferred Stock, the amount specified as payable on the shares of such series before any distribution of assets may be made to the holders of the Companys common stock. Available assets,
if insufficient to pay such amounts to the holders of the Preference Stock, are to be distributed pro rata to the payment, first of the amount per share payable in the event of involuntary liquidation, second of accrued dividends, if any, and third
of any premium.
Sinking Fund
The terms and conditions of a sinking or purchase fund, if
any, for the benefit of the holders of the Preference Stock will be set forth in the applicable Prospectus Supplement.
Other Rights
The holders of the Preference Stock do not have any pre-emptive or conversion rights, except as otherwise described in the applicable
Prospectus Supplement.
DESCRIPTION OF THE
SENIOR NOTES
Set forth below is a description
of the general terms of the Senior Notes. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Senior Note Indenture, dated as of January 1, 1998, between the Company and
The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the Senior Note Indenture Trustee), as to be supplemented by a supplemental indenture to the Senior Note
Indenture establishing the Senior Notes of each series (the Senior Note Indenture, as so supplemented, is referred to as the Senior Note Indenture), the forms of which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part. The terms of the Senior Notes will include those stated in the Senior Note Indenture and those made a part of the Senior Note Indenture by reference to the Trust Indenture Act of 1939, as amended (the 1939 Act).
Certain capitalized terms used in this Prospectus and not defined in this Prospectus are defined in the Senior Note Indenture.
General
The Senior Notes will be issued as unsecured senior debt securities under the Senior Note Indenture and will rank equally with all other
unsecured and unsubordinated debt of the Company. The Senior Notes will be
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effectively subordinated to all existing and future secured debt of the Company, aggregating approximately $41,000,000 outstanding at December 31, 2010. The Senior Note Indenture does not limit
the aggregate principal amount of Senior Notes that may be issued under the Senior Note Indenture and provides that Senior Notes may be issued from time to time in one or more series pursuant to an indenture supplemental to the Senior Note
Indenture. The Senior Note Indenture gives the Company the ability to reopen a previous issue of Senior Notes and issue additional Senior Notes of such series, unless otherwise provided.
Reference is made to the Prospectus Supplement that will accompany this Prospectus for the following terms of
the series of Senior Notes being offered by such Prospectus Supplement: (i) the title of such Senior Notes; (ii) any limit on the aggregate principal amount of such Senior Notes; (iii) the date or dates on which the principal of such Senior Notes is
payable; (iv) the rate or rates at which such Senior Notes shall bear interest, if any, or any method by which such rate or rates will be determined, the date or dates from which such interest will accrue, the interest payment dates on which such
interest shall be payable, and the regular record date for the interest payable on any interest payment date; (v) the place or places where the principal of (and premium, if any) and interest, if any, on such Senior Notes shall be payable; (vi) the
period or periods within which, the price or prices at which and the terms and conditions on which such Senior Notes may be redeemed, in whole or in part, at the option of the Company or at the option of the holder prior to their maturity; (vii) the
obligation, if any, of the Company to redeem or purchase such Senior Notes; (viii) the denominations in which such Senior Notes shall be issuable; (ix) if other than the principal amount of the Senior Notes, the portion of the principal amount of
such Senior Notes which shall be payable upon declaration of acceleration of the maturity of such Senior Notes; (x) any deletions from, modifications of or additions to the Events of Default or covenants of the Company as provided in the Senior Note
Indenture pertaining to such Senior Notes; (xi) whether such Senior Notes shall be issued in whole or in part in the form of a Global Security; and (xii) any other terms of such Senior Notes.
The Senior Note Indenture does not contain provisions that afford holders of Senior Notes protection in the
event of a highly leveraged transaction involving the Company.
Events of Default
The Senior Note Indenture provides that any one or more of the following described events with respect to the Senior Notes of any series,
which has occurred and is continuing, constitutes an Event of Default with respect to the Senior Notes of such series:
(a) failure for 10 days to pay interest on the Senior Notes of such series, when due on an interest payment
date other than at maturity or upon earlier redemption; or
(b) failure to pay principal or premium, if any, or interest on the Senior Notes of such series when due at maturity or upon earlier redemption; or
(c) failure for three Business
Days to deposit any sinking fund payment when due by the terms of a Senior Note of such series; or
(d) failure to observe or perform any other covenant or warranty of the Company in the Senior Note Indenture
(other than a covenant or warranty which has expressly been included in the Senior Note Indenture solely for the benefit of one or more series of Senior Notes other than such series) for 90 days after written notice to the Company from the Senior
Note Indenture Trustee or the holders of at least 25% in principal amount of the outstanding Senior Notes of such series; or
(e) certain events of bankruptcy, insolvency or reorganization of the Company.
The holders of not less than a majority in aggregate
outstanding principal amount of the Senior Notes of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Senior Note Indenture Trustee with respect to the Senior Notes of such
series. If a Senior Note Indenture Event of Default occurs and is continuing with respect to the Senior Notes of any series, then the Senior Note
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Indenture Trustee or the holders of not less than 25% in aggregate outstanding principal amount of the Senior Notes of such series may declare the principal amount of the Senior Notes due and
payable immediately by notice in writing to the Company (and to the Senior Note Indenture Trustee if given by the holders), and upon any such declaration such principal amount shall become immediately due and payable. At any time after such a
declaration of acceleration with respect to the Senior Notes of any series has been made and before a judgment or decree for payment of the money due has been obtained as provided in Article Five of the Senior Note Indenture, the holders of not less
than a majority in aggregate outstanding principal amount of the Senior Notes of such series may rescind and annul such declaration and its consequences if the default has been cured or waived and the Company has paid or deposited with the Senior
Note Indenture Trustee a sum sufficient to pay all matured installments of interest and principal due otherwise than by acceleration and all sums paid or advanced by the Senior Note Indenture Trustee, including reasonable compensation and expenses
of the Senior Note Indenture Trustee.
The holders
of not less than a majority in aggregate outstanding principal amount of the Senior Notes of any series may, on behalf of the holders of all the Senior Notes of such series, waive any past default with respect to such series, except (i) a default in
the payment of principal or interest or (ii) a default in respect of a covenant or provision which under Article Nine of the Senior Note Indenture cannot be modified or amended without the consent of the holder of each outstanding Senior Note of
such series affected.
Registration and Transfer
The Company shall not be required to (i)
issue, register the transfer of or exchange Senior Notes of any series during a period of 15 days immediately preceding the date notice is given identifying the Senior Notes of such series called for redemption, or (ii) issue, register the transfer
of or exchange any Senior Notes so selected for redemption, in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part.
Payment and Paying Agent
Unless otherwise indicated in an applicable Prospectus Supplement, payment of principal of any Senior Notes will be made only against
surrender to the Paying Agent of such Senior Notes. Principal of and interest on Senior Notes will be payable, subject to any applicable laws and regulations, at the office of such Paying Agent or Paying Agents as the Company may designate from time
to time, except that, at the option of the Company, payment of any interest may be made by wire transfer or by check mailed to the address of the person entitled to an interest payment as such address shall appear in the Security Register with
respect to the Senior Notes. Payment of interest on Senior Notes on any interest payment date will be made to the person in whose name the Senior Notes (or predecessor security) are registered at the close of business on the record date for such
interest payment.
Unless otherwise indicated in
an applicable Prospectus Supplement, the Senior Note Indenture Trustee will act as Paying Agent with respect to the Senior Notes. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agents or
approve a change in the office through which any Paying Agent acts.
All moneys paid by the Company to a Paying Agent for the payment of the principal of or interest on the Senior Notes of any series which remain unclaimed at the end of two years after such principal or
interest shall have become due and payable will be repaid to the Company, and the holder of such Senior Notes will from that time forward look only to the Company for payment of such principal and interest.
Modification
The Senior Note Indenture contains provisions permitting the Company and the Senior Note Indenture Trustee,
with the consent of the holders of not less than a majority in principal amount of the outstanding Senior Notes of each series that is affected, to modify the Senior Note Indenture or the rights of the holders of the Senior Notes of such series;
provided that no such modification may, without the consent of the holder of each
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outstanding Senior Note that is affected, (i) change the stated maturity of the principal of, or any installment of principal of or interest on, any Senior Note, or reduce the principal amount of
any Senior Note or the rate of interest on any Senior Note or any premium payable upon the redemption thereof, or change the method of calculating the rate of interest on any Senior Note, or impair the right to institute suit for the enforcement of
any such payment on or after the stated maturity of any Senior Note (or, in the case of redemption, on or after the redemption date), or (ii) reduce the percentage of principal amount of the outstanding Senior Notes of any series, the consent of
whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Senior Note Indenture or certain defaults under the Senior Note Indenture and
their consequences) provided for in the Senior Note Indenture, or (iii) modify any of the provisions of the Senior Note Indenture relating to supplemental indentures, waiver of past defaults, or waiver of certain covenants, except to increase any
such percentage or to provide that certain other provisions of the Senior Note Indenture cannot be modified or waived without the consent of the holder of each outstanding Senior Note that is affected.
In addition, the Company and the Senior Note Indenture
Trustee may execute, without the consent of any holders of Senior Notes, any supplemental indenture for certain other usual purposes, including the creation of any new series of Senior Notes.
Consolidation, Merger and Sale
The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any person, unless (1) such other corporation or person is a corporation organized and existing under the laws of the United States, any state in the United States or the District of Columbia and such other
corporation or person expressly assumes, by supplemental indenture executed and delivered to the Senior Note Indenture Trustee, the payment of the principal of (and premium, if any) and interest on all the Senior Notes and the performance of every
covenant of the Senior Note Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an
Event of Default, shall have happened and be continuing; and (3) the Company has delivered to the Senior Note Indenture Trustee an officers certificate and an opinion of counsel, each stating that such transaction complies with the provisions
of the Senior Note Indenture governing consolidation, merger, conveyance, transfer or lease and that all conditions precedent to the transaction have been complied with.
Information Concerning the Senior Note Indenture Trustee
The Senior Note Indenture Trustee, prior to an Event of
Default with respect to Senior Notes of any series, undertakes to perform, with respect to Senior Notes of such series, only such duties as are specifically set forth in the Senior Note Indenture and, in case an Event of Default with respect to
Senior Notes of any series has occurred and is continuing, shall exercise, with respect to Senior Notes of such series, the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Subject to such
provision, the Senior Note Indenture Trustee is under no obligation to exercise any of the powers vested in it by the Senior Note Indenture at the request of any holder of Senior Notes of any series, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which might be incurred by the Senior Note Indenture Trustee. The Senior Note Indenture Trustee is not required to expend or risk its own funds or otherwise incur any financial liability in the
performance of its duties if the Senior Note Indenture Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it.
The Bank of New York Mellon, the Senior Note Indenture Trustee, also serves as Subordinated Note Indenture Trustee. The Company and
certain of its affiliates maintain deposit accounts and banking relationships with The Bank of New York Mellon. The Bank of New York Mellon and certain of its affiliates also serve as trustee under other indentures pursuant to which securities of
the Company and certain of its affiliates are outstanding.
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Governing Law
The Senior Note Indenture and the Senior Notes will be
governed by, and construed in accordance with, the internal laws of the State of New York.
Miscellaneous
The Company will have the right at all times to assign any of its rights or obligations under the Senior Note Indenture to a direct or indirect wholly-owned subsidiary of the Company; provided, that, in
the event of any such assignment, the Company will remain primarily liable for all such obligations. Subject to the foregoing, the Senior Note Indenture will be binding upon and inure to the benefit of the parties of the Senior Note Indenture and
their respective successors and assigns.
DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES
Set forth below is a description of the general terms of the
Junior Subordinated Notes. The following description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Subordinated Note Indenture, dated as of January 1, 1997, between the Company and The Bank
of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the Subordinated Note Indenture Trustee), as to be supplemented by a supplemental indenture to the Subordinated Note
Indenture establishing the Junior Subordinated Notes of each series (the Subordinated Note Indenture, as so supplemented, is referred to as the Subordinated Note Indenture), the forms of which are filed as exhibits to the Registration
Statement of which this Prospectus forms a part. The terms of the Junior Subordinated Notes will include those stated in the Subordinated Note Indenture and those made a part of the Subordinated Note Indenture by reference to the 1939 Act. Certain
capitalized terms used in this Prospectus and not defined in this Prospectus are defined in the Subordinated Note Indenture.
General
The Junior Subordinated Notes will be issued as unsecured junior subordinated debt securities under the Subordinated Note Indenture. The
Subordinated Note Indenture does not limit the aggregate principal amount of Junior Subordinated Notes that may be issued under the Subordinated Note Indenture and provides that Junior Subordinated Notes may be issued from time to time in one or
more series pursuant to an indenture supplemental to the Subordinated Note Indenture. The Subordinated Note Indenture gives the Company the ability to reopen a previous issue of Junior Subordinated Notes and issue additional Junior Subordinated
Notes of such series, unless otherwise provided.
Reference is made to the Prospectus Supplement that will accompany this Prospectus for the following terms of the series of Junior
Subordinated Notes being offered by such Prospectus Supplement: (i) the title of such Junior Subordinated Notes; (ii) any limit on the aggregate principal amount of such Junior Subordinated Notes; (iii) the date or dates on which the principal of
such Junior Subordinated Notes is payable; (iv) the rate or rates at which such Junior Subordinated Notes shall bear interest, if any, or any method by which such rate or rates will be determined, the date or dates from which such interest will
accrue, the interest payment dates on which such interest shall be payable, and the regular record date for the interest payable on any interest payment date; (v) the place or places where the principal of (and premium, if any) and interest, if any,
on such Junior Subordinated Notes shall be payable; (vi) the period or periods within which, the price or prices at which and the terms and conditions on which such Junior Subordinated Notes may be redeemed, in whole or in part, at the option of the
Company or at the option of the holder prior to their maturity; (vii) the obligation, if any, of the Company to redeem or purchase such Junior Subordinated Notes; (viii) the denominations in which such Junior Subordinated Notes shall be
issuable; (ix) if other than the principal amount of the Junior Subordinated Notes, the portion of the principal amount of such Junior Subordinated Notes which shall be payable upon declaration of acceleration of the maturity of such Junior
Subordinated Notes; (x) any deletions from, modifications of or
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additions to the Events of Default or covenants of the Company as provided in the Subordinated Note Indenture pertaining to such Junior Subordinated Notes; (xi) whether such Junior
Subordinated Notes shall be issued in whole or in part in the form of a Global Security; (xii) the right, if any, of the Company to extend the interest payment periods of such Junior Subordinated Notes; and (xiii) any other terms of such Junior
Subordinated Notes.
The Subordinated Note
Indenture does not contain provisions that afford holders of Junior Subordinated Notes protection in the event of a highly leveraged transaction involving the Company.
Subordination
The Junior Subordinated Notes are subordinated and junior in
right of payment to all Senior Indebtedness (as defined below) of the Company. No payment of principal of (including redemption payments, if any), or premium, if any, or interest on (including Additional Interest (as defined below)) the Junior
Subordinated Notes may be made if (a) any Senior Indebtedness is not paid when due and any applicable grace period with respect to such default has ended with such default not being cured or waived or otherwise ceasing to exist, or (b) the maturity
of any Senior Indebtedness has been accelerated because of a default, or (c) notice has been given of the exercise of an option to require repayment, mandatory payment or prepayment or otherwise of the Senior Indebtedness. Upon any payment or
distribution of assets of the Company to creditors upon any liquidation, dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshalling of assets or liabilities, or any bankruptcy, insolvency or similar proceedings of
the Company, the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness before the holders of the Junior Subordinated Notes are entitled to receive
or retain any payment or distribution. Subject to the prior payment of all Senior Indebtedness, the rights of the holders of the Junior Subordinated Notes will be subrogated to the rights of the holders of Senior Indebtedness to receive payments and
distributions applicable to such Senior Indebtedness until all amounts owing on the Junior Subordinated Notes are paid in full.
The term Senior Indebtedness means, with respect to the Company, (i) any payment due in respect of indebtedness of the
Company, whether outstanding at the date of execution of the Subordinated Note Indenture or incurred, created or assumed after the execution of the Subordinated Note Indenture, (a) in respect of money borrowed (including any financial derivative,
hedging or futures contract or similar instrument) and (b) evidenced by securities, debentures, bonds, notes or other similar instruments issued by the Company that, by their terms, are senior or senior subordinated debt securities including,
without limitation, all such obligations under its indentures with various trustees; (ii) all capital lease obligations; (iii) all obligations issued or assumed as the deferred purchase price of property, all conditional sale obligations and all
obligations of the Company under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business and long-term purchase obligations); (iv) all obligations for the reimbursement of any letter of credit,
bankers acceptance, security purchase facility or similar credit transaction; (v) all obligations of the type referred to in clauses (i) through (iv) above of other persons the payment of which the Company is responsible or liable as obligor,
guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i) through (v) above of other persons secured by any lien on any property or asset of the Company (whether or not such obligation is assumed by the Company), except
for (1) any such indebtedness that is by its terms subordinated to or that ranks equally with the Junior Subordinated Notes and (2) any unsecured indebtedness between or among the Company or its affiliates. Such Senior Indebtedness shall continue to
be Senior Indebtedness and be entitled to the benefits of the subordination provisions contained in the Subordinated Note Indenture irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness.
The Subordinated Note Indenture does not limit the aggregate
amount of Senior Indebtedness that may be issued by the Company. As of December 31, 2010, Senior Indebtedness of the Company aggregated approximately $1,324,000,000.
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Additional Interest
Additional Interest is defined in the
Subordinated Note Indenture as any interest due and not paid on an interest payment date, together with interest on such interest due from such interest payment date to the date of payment, compounded quarterly, on each interest payment date.
Certain Covenants
The Company covenants in the Subordinated Note Indenture,
for the benefit of the holders of each series of Junior Subordinated Notes, that, if at such time the Company shall have given notice of its election to extend an interest payment period for such series of Junior Subordinated Notes and such
extension shall be continuing, or if at such time an Event of Default under the Subordinated Note Indenture with respect to such series of Junior Subordinated Notes shall have occurred and be continuing, (a) the Company shall not declare or pay any
dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) the Company shall not make any payment of interest, principal or premium, if any, on or
repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank equally with or junior to the Junior Subordinated Notes. None of the foregoing, however, shall restrict (i) any of the actions described in the
preceding sentence resulting from any reclassifications of the Companys capital stock or the exchange or conversion of one class or series of the Companys capital stock for another class or series of the Companys capital stock, or
(ii) the purchase of fractional interests in shares of the Companys capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged.
Events of Default
The Subordinated Note Indenture provides that any one or
more of the following described events with respect to the Junior Subordinated Notes of any series, which has occurred and is continuing, constitutes an Event of Default with respect to the Junior Subordinated Notes of such series:
(a) failure for 10
days to pay interest on the Junior Subordinated Notes of such series, including any Additional Interest in respect of the Junior Subordinated Notes of such series, when due on an interest payment date other than at maturity or upon earlier
redemption; provided, however, that a valid extension of the interest payment period by the Company shall not constitute a default in the payment of interest for this purpose; or
(b) failure to pay principal or
premium, if any, or interest, including Additional Interest, on the Junior Subordinated Notes of such series when due at maturity or upon earlier redemption; or
(c) failure for three Business
Days to deposit any sinking fund payment when due by the terms of a Junior Subordinated Note of such series; or
(d) failure to observe or perform any other covenant or warranty of the Company in the Subordinated Note
Indenture (other than a covenant or warranty which has expressly been included in the Subordinated Note Indenture solely for the benefit of one or more series of Junior Subordinated Notes other than such series) for 90 days after written notice to
the Company from the Subordinated Note Indenture Trustee or the holders of at least 25% in principal amount of the outstanding Junior Subordinated Notes of such series; or
(e) certain events of bankruptcy,
insolvency or reorganization of the Company.
The
holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the
Subordinated Note Indenture Trustee with respect to the Junior Subordinated Notes of such series. If a Subordinated Note Indenture Event of Default occurs and is continuing with respect to the Junior Subordinated Notes of any series, then the
Subordinated Note Indenture Trustee or the holders of not less than 25% in aggregate outstanding principal amount of the Junior Subordinated Notes of such series may declare the principal amount of the Junior Subordinated Notes due and payable
immediately by notice in writing to the
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Company (and to the Subordinated Note Indenture Trustee if given by the holders), and upon any such declaration such principal amount shall become immediately due and payable. At any time after
such a declaration of acceleration with respect to the Junior Subordinated Notes of any series had been made and before a judgment or decree for payment of the money due has been obtained as provided in Article Five of the Subordinated Note
Indenture, the holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of such series may rescind and annul such declaration and its consequences if the default has been cured or waived and the
Company has paid or deposited with the Subordinated Note Indenture Trustee a sum sufficient to pay all matured installments of interest (including any Additional Interest) and principal due otherwise than by acceleration and all sums paid or
advanced by the Subordinated Note Indenture Trustee, including reasonable compensation and expenses of the Subordinated Note Indenture Trustee.
The holders of not less than a majority in aggregate outstanding principal amount of the Junior Subordinated Notes of any series may, on
behalf of the holders of all the Junior Subordinated Notes of such series, waive any past default with respect to such series, except (i) a default in the payment of principal or interest or (ii) a default in respect of a covenant or provision which
under Article Nine of the Subordinated Note Indenture cannot be modified or amended without the consent of the holder of each outstanding Junior Subordinated Note of such series affected.
Registration and Transfer
The Company shall not be required to (i) issue, register the transfer of or exchange Junior Subordinated Notes of any series during a
period of 15 days immediately preceding the date notice is given identifying the Junior Subordinated Notes of such series called for redemption, or (ii) register the transfer of or exchange any Junior Subordinated Notes so selected for redemption,
in whole or in part, except the unredeemed portion of any Junior Subordinated Note being redeemed in part.
Payment and Paying Agent
Unless otherwise indicated in an applicable Prospectus Supplement, payment of principal of any Junior Subordinated Notes will be made only against surrender to the Paying Agent of such Junior Subordinated
Notes. Principal of and interest on Junior Subordinated Notes will be payable, subject to any applicable laws and regulations, at the office of such Paying Agent or Paying Agents as the Company may designate from time to time, except that, at the
option of the Company, payment of any interest may be made by wire transfer or other electronic transfer or by check mailed to the address of the person entitled to an interest payment as such address shall appear in the Security Register with
respect to the Junior Subordinated Notes. Payment of interest on Junior Subordinated Notes on any interest payment date will be made to the person in whose name the Junior Subordinated Notes (or predecessor security) are registered at the close of
business on the record date for such interest payment.
Unless otherwise indicated in an applicable Prospectus Supplement, the Subordinated Note Indenture Trustee will act as Paying Agent with respect to the Junior Subordinated Notes. The Company may at any
time designate additional Paying Agents or rescind the designation of any Paying Agents or approve a change in the office through which any Paying Agent acts.
All moneys paid by the Company to a Paying Agent for the payment of the principal of or interest on the Junior Subordinated Notes of any
series which remain unclaimed at the end of two years after such principal or interest shall have become due and payable will be repaid to the Company, and the holder of such Junior Subordinated Notes will from that time forward look only to the
Company for payment of such principal and interest.
Modification
The Subordinated Note Indenture contains provisions permitting the Company and the Subordinated Note Indenture Trustee, with the consent
of the holders of not less than a majority in principal amount of the
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outstanding Junior Subordinated Notes of each series that is affected, to modify the Subordinated Note Indenture or the rights of the holders of the Junior Subordinated Notes of such series;
provided, that no such modification may, without the consent of the holder of each outstanding Junior Subordinated Note that is affected, (i) change the stated maturity of the principal of, or any installment of principal of or interest on, any
Junior Subordinated Note, or reduce the principal amount of any Junior Subordinated Note or the rate of interest (including Additional Interest) on any Junior Subordinated Note or any premium payable upon the redemption thereof, or change the method
of calculating the rate of interest on any Junior Subordinated Note, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity of any Junior Subordinated Note (or, in the case of redemption, on or
after the redemption date), or (ii) reduce the percentage of principal amount of the outstanding Junior Subordinated Notes of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders
is required for any waiver (of compliance with certain provisions of the Subordinated Note Indenture or certain defaults under the Subordinated Note Indenture and their consequences) provided for in the Subordinated Note Indenture, or (iii) modify
any of the provisions of the Subordinated Note Indenture relating to supplemental indentures, waiver of past defaults, or waiver of certain covenants, except to increase any such percentage or to provide that certain other provisions of the
Subordinated Note Indenture cannot be modified or waived without the consent of the holder of each outstanding Junior Subordinated Note that is affected, or (iv) modify the provisions of the Subordinated Note Indenture with respect to the
subordination of the Junior Subordinated Notes in a manner adverse to such holder.
In addition, the Company and the Subordinated Note Indenture Trustee may execute, without the consent of any holders of Junior Subordinated Notes, any supplemental indenture for certain other usual
purposes, including the creation of any new series of Junior Subordinated Notes.
Consolidation, Merger and Sale
The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless (1) such other
corporation or person is a corporation organized and existing under the laws of the United States, any state of the United States or the District of Columbia and such other corporation or person expressly assumes, by supplemental indenture executed
and delivered to the Subordinated Note Indenture Trustee, the payment of the principal of (and premium, if any) and interest (including Additional Interest) on all the Junior Subordinated Notes and the performance of every covenant of the
Subordinated Note Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transactions, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and (3) the Company has delivered to the Subordinated Note Indenture Trustee an officers certificate and an opinion of counsel, each stating that such transaction complies with the provisions
of the Subordinated Note Indenture governing consolidation, merger, conveyance, transfer or lease and that all conditions precedent to the transaction have been complied with.
Information Concerning the Subordinated Note Indenture Trustee
The Subordinated Note Indenture Trustee,
prior to an Event of Default with respect to Junior Subordinated Notes of any series, undertakes to perform, with respect to Junior Subordinated Notes of such series, only such duties as are specifically set forth in the Subordinated Note Indenture
and, in case an Event of Default with respect to Junior Subordinated Notes of any series has occurred and is continuing, shall exercise, with respect to Junior Subordinated Notes of such series, the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. Subject to such provision, the Subordinated Note Indenture Trustee is under no obligation to exercise any of the powers vested in it by the Subordinated Note Indenture at the request of any holder
of Junior Subordinated Notes of any series, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred by the Subordinated Note Indenture Trustee. The Subordinated Note Indenture Trustee is
not required to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties if the Subordinated Note Indenture Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to
it.
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The Bank of New York Mellon, the Subordinated Note Indenture Trustee, also serves as Senior
Note Indenture Trustee. The Company and certain of its affiliates maintain deposit accounts and banking relationships with The Bank of New York Mellon. The Bank of New York Mellon and certain of its affiliates also serve as trustee under other
indentures pursuant to which securities of the Company and certain of its affiliates are outstanding.
Governing Law
The Subordinated Note Indenture and the Junior Subordinated Notes will be governed by, and construed in accordance with, the internal laws of the State of New York.
Miscellaneous
The Company will have the right at all times to assign any
of its rights or obligations under the Subordinated Note Indenture to a direct or indirect wholly-owned subsidiary of the Company; provided, that, in the event of any such assignment, the Company will remain primarily liable for all such
obligations. Subject to the foregoing, the Subordinated Note Indenture will be binding upon and inure to the benefit of the parties to the Subordinated Note Indenture and their respective successors and assigns.
PLAN OF DISTRIBUTION
The Company may sell the Class A Preferred Stock, the
Preference Stock, the Senior Notes and the Junior Subordinated Notes in one or more of the following ways from time to time: (i) to underwriters for resale to the public or to institutional investors; (ii) directly to institutional investors;
or (iii) through agents to the public or to institutional investors. The Prospectus Supplement with respect to each series of Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes will set forth the terms of the
offering of such Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes, including the name or names of any underwriters or agents, the purchase price of such Class A Preferred Stock, Preference Stock, Senior Notes or
Junior Subordinated Notes and the proceeds to the Company from such sale, any underwriting discounts or agency fees and other items constituting underwriters or agents compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities exchange on which such Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes may be listed.
If underwriters participate in the sale, such Class A
Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale.
Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase any series of Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes
will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of such series of Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes, if any are purchased.
Underwriters and agents may be entitled under agreements
entered into with the Company to indemnification against certain civil liabilities, including liabilities under the 1933 Act. Underwriters and agents and their affiliates may engage in transactions with, or perform services for, the Company in the
ordinary course of business.
Each series of Class
A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes will be a new issue of securities and will have no established trading market. Any underwriters to whom Class A Preferred Stock, Preference Stock, Senior Notes or Junior
Subordinated Notes are sold for public offering and sale may make a market in such Class A Preferred Stock, Preference Stock, Senior Notes or Junior Subordinated Notes, but such underwriters will not be obligated to do so and may discontinue any
market making at any time without notice. The Class A Preferred Stock, the Preference Stock, the Senior Notes or the Junior Subordinated Notes may or may not be listed on a national securities exchange.
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LEGAL MATTERS
The validity of the Class A Preferred Stock, the Preference
Stock, the Senior Notes, the Junior Subordinated Notes and certain matters relating to such securities will be passed upon on behalf of the Company by Beggs & Lane, a Registered Limited Liability Partnership, Pensacola, Florida, and by Troutman
Sanders LLP, Atlanta, Georgia. Certain legal matters will be passed upon for the underwriters by Dewey & LeBoeuf LLP, New York, New York. From time to time, Dewey & LeBoeuf LLP acts as counsel to affiliates of the Company for some matters.
EXPERTS
The financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Companys Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are
incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
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$125,000,000
Series 2011A 5.75% Senior
Notes
due June 1, 2051
PROSPECTUS SUPPLEMENT
May 12, 2011
Joint Book-Running Managers
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Citi
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Morgan Stanley
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UBS Investment Bank
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Wells Fargo Securities
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