OGLETHORPE POWER CORP annual reports of executive compensation and pay are most commonly found in the Def 14a documents. [4] The post-merger ownership structure is illustrated in an attached chart, which was also prepared by Oglethorpe and acknowledged by the Partnership. Oglethorpe Power is one of the largest energy producers in Georgia, generating much of the electric power that electric membership corporations (EMCs) deliver to the millions of Georgians they serve. Section 13.3.1 states thatFor a period of 180 days after receipt of the notice, Oglethorpe "shall have the right to exercise its right of first refusal on the same terms and conditions as provided in [the Partnership]'s notice. July 7th, 2000 SUPPORTING EMCs. 859 "Although it does not claim that Dow had the power to direct the management and policies of the Partnership, Oglethorpe argues that it should nevertheless be considered an Affiliate because otherwise, "the Partnership would have no Affiliates after the 50% swap[, i.e., Destec's purchase of a 50 percent interest from Transco Energy,] was made." If it was not an Affiliate, then it is immaterial whether the transfer constituted an Equity Transfer Interest. Following these transactions, Destec indirectly controlled fifty percent of the partnership interests through two wholly owned subsidiaries: Hartwell Independent Power Partners, Inc., which owned a one percent general partnership interest in the Partnership, and Hart County, IPP, Inc., which owned a forty-nine percent limited partnership interest. Oglethorpe Power Corporation (An Electric contributions (that is, equity) from the members and are Membership Corporation) (‘‘Oglethorpe’’) is a Georgiaheld for the accounts of the members and returned to electric membership corporation incorporated in 1974them when the board of … Hartwell Energy Limited Partnership (the Partnership) sued Oglethorpe Power Corporation, seeking a declaratory judgment that a certain stock transfer did not trigger Oglethorpe's right of first refusal under an agreement between the parties. Oglethorpe Power Corporation -- Moody's announces completion of a periodic review of ratings of Oglethorpe Power Corporation. The consent of all four members is required "for any act or decision of the Management Committee." Oglethorpe does not point to any evidence showing that Dow had such power and does not even assert in its appellate brief that Dow had such power. Pursuant to this agreement, a special purpose subsidiary, NGC Acquisition Corporation II, was created, which then merged with Destec. Tucker, GA 30084 [1] For reasons discussed below, we affirm.The essential facts in this case are undisputed.
TUCKER, Ga., Sept. 29, 2017 /PRNewswire/ -- Oglethorpe Power Corporation has received a conditional commitment from the U.S. Department of Energy (DOE) of an additional loan guarantee for approximately $1.62 billion to finance a portion of its costs to construct Plant Vogtle Units 3 and 4 near Waynesboro, GA. This information is according to proxy statements filed for the 2018 fiscal year. At the time the Agreement was entered into, there were clearly entities that fit the very specific definition of "Affiliate" set forth in the Agreement, so it cannot be said that the term was without meaning at that time. Oglethorpe Power serves customers in the State of Georgia.2100 East Exchange Place
Because Dow did not have the "power to direct the management and policies of" the Partnership, it was not an Affiliate and its sale of stock in its subsidiary did not trigger the right of first refusal. Destec in turn had dozens of subsidiaries through which it controlled power plants throughout the United States, including the two subsidiaries that together owned fifty percent of the Partnership.In June 1997, Dow entered into an agreement to sell its 80 percent interest in Destec to NGC Corporation. The definition of "Asset Transfer Interest" is not relevant in this case. Indeed, Jeffrey Stair, one of Oglethorpe's designated representatives pursuant to OCGA § 9-11-30(b)(6), testified that "none of those four entities there[, i.e., the Partnership's two general partners and two limited partners,] would have the ability to control; therefore, they wouldn't be affiliates. Accordingly, the trial court properly granted summary judgment to the Partnership and denied summary judgment to Oglethorpe. The intent of the parties is to be determined at the time the contract was made,[6] and the Agreement was entered into well before Transco Energy, with Oglethorpe's consent, sold a 50 percent interest to Destec. This argument misses the point. To qualify as an Affiliate, Dow must directly or indirectly have had "the power to direct the management and policies of" the Partnership. The utility's headquarters are in Tucker, Georgia [1] They are subject to revision at any time by the rating agencies.