UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 13, 2012
Commission File Number | Registrant, State of Incorporation, Address and Telephone Number | I.R.S. Employer Identification No. |
| 001-11229 | Mississippi Power Company (A Mississippi Corporation) 2992 West Beach Gulfport, Mississippi 39501 (228) 864-1211 | 64-0205820 |
The name and address of the registrant have not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On August 13, 2012, Mississippi Power Company (the “Company”) entered into an Underwriting Agreement covering the issue and sale of an additional $200,000,000 aggregate principal amount of its Series 2012A 4.25% Senior Notes due March 15, 2042 (the “Senior Notes”). The Senior Notes are part of the same series of debt securities issued by the Company on March 9, 2012. Upon completion of this offering, the aggregate principal amount of outstanding Senior Notes will be $450,000,000. The Senior Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement, as amended (Registration No. 333-161168), of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
| (c) Exhibits. | |
| 1.3 | Underwriting Agreement, dated August 13, 2012, relating to the Senior Notes among the Company and Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho Securities USA Inc., as representatives of the several Underwriters named in Schedule I to such Underwriting Agreement. |
| 4.2 | Thirteenth Supplemental Indenture to Senior Note Indenture dated as of March 9, 2012, providing for the issuance of the Senior Notes. (Designated in Form 8-K dated March 5, 2012, File No. 001-11229, as Exhibit 4.2(b).) |
| 4.8 | Form of Senior Note (included in Exhibit 4.2 above). |
| 5.1 | Opinion of Troutman Sanders LLP relating to the Senior Notes. |
| 8 | Tax Opinion of Troutman Sanders LLP relating to the Senior Notes. |
| 12.1 | Computation of ratio of earnings to fixed charges. |
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| SIGNATURE |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 21, 2012 | MISSISSIPPI POWER COMPANY By /s/Melissa K. Caen Melissa K. Caen Assistant Secretary |