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) ~~March~~June 1724, ~~2020~~2021

Commission
File Number

Registrant,
State of Incorporation,
Address and Telephone Number

I.R.S. Employer
Identification No.

001-11229

Mississippi Power Company

64-0205820

(A Mississippi Corporation)

2992 West Beach Boulevard

Gulfport, Mississippi 39501

(228) 864-1211

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))

Securities registered pursuant to Section 12(b) of the Act:

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 . Other ~~Events~~Matters.

On ~~March~~June 1724, ~~2020~~2021, ~~the~~ Mississippi ~~Public~~Power ~~Service~~Company ~~Commission~~ (the “~~PSC~~Company”) ~~unanimously~~entered ~~voted~~into toUnderwriting ~~approve~~Agreements covering the ~~settlement~~issuance ~~agreement~~and ~~between~~sale ~~Mississippi~~of ~~Power~~$200,000,000 ~~Company~~aggregate principal amount of its Series 2021A Floating Rate Senior Notes due June 28, 2024 (the “~~Mississippi~~Series ~~Power~~2021A Senior Notes”) and ~~the~~$325,000,000 ~~Mississippi~~aggregate ~~Public~~principal ~~Utilities~~amount ~~Staff~~of ~~(together~~its ~~with~~Series ~~Mississippi~~2021B ~~Power~~3.10% Senior Notes due July 30, 2051 (the “~~Stipulating~~Series ~~Parties~~2021B Senior Notes”). Both ~~dated~~the ~~February~~Series ~~25,~~2021A ~~2020~~Senior ~~related~~Notes toand ~~Mississippi~~the ~~Power’s~~Series ~~base~~2021B ~~rate~~Senior ~~case~~Notes (were registered under the ~~“Mississippi~~Securities ~~Power~~Act ~~Rate~~of ~~Case~~1933, ~~Settlement~~as ~~Agreement”~~amended, pursuant to the shelf registration statement (Registration No. 333-240328), of the Company.

~~Under~~Item ~~the terms of the Mississippi Power Rate Case Settlement Agreement, annual retail rates will decrease approximately $16~~9.~~7 million, or 1~~01.~~85%,~~ ~~effective~~Financial ~~for~~Statements the first billing cycle of April 2020, based on a test year period of January 1, 2020 through December 31, 2020, a 53% average equity ratio, an allowed maximum actual equity ratio of 55% by the end of 2020, and ~~a 7~~Exhibits.~~57% return on investment.~~

Additionally, the approved Mississippi Power Rate Case Settlement Agreement: (1) establishes common amortization periods of four years for regulatory assets and three years for regulatory liabilities included in the approved revenue requirement, including those related to unprotected deferred income taxes; (2) establishes new depreciation rates reflecting an annual increase in depreciation of approximately $10 million; and (3) excludes certain compensation costs totaling approximately $3.9 million. It also eliminates separate rates for costs associated with Plant Ratcliffe (formerly known as the Kemper County energy facility) and energy efficiency initiatives and includes such costs in the Performance Evaluation Plan (“PEP”), Environmental Compliance Overview Plan (“ECO Plan”), and Ad Valorem Tax Adjustment factor, as applicable. In accordance with the previous order of the Mississippi PSC suspending the operation of PEP and the ECO Plan for 2018 through 2020, Mississippi Power plans to resume PEP proceedings and ECO Plan filings for 2021.


(d) Exhibits.

1.2(a)			Underwriting Agreement, dated June 24, 2021, relating to the Series 2021A Senior Notes among the Company and Barclays Capital Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I to such Underwriting Agreement.

1.2(b)			Underwriting Agreement, dated June 24, 2021, relating to the Series 2021B Senior Notes among the Company and Barclays Capital Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I to such Underwriting Agreement.

4.2(a)			Sixteenth Supplemental Indenture to Senior Note Indenture dated as of June 29, 2021, providing for amendments to the Senior Note Indenture and for the issuance of the Series 2021A Senior Notes.

4.2(b)			Seventeenth Supplemental Indenture to Senior Note Indenture dated as of June 29, 2021, providing for the issuance of the Series 2021B Senior Notes.

4.8(a)			Form of Series 2021A Senior Note (included in Exhibit 4.2(a) above).

4.8(b)			Form of Series 2021B Senior Note (included in Exhibit 4.2(b) above).

5.2(a)			Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2021A Senior Notes.

5.2(b)			Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2021B Senior Notes.

Mississippi Power is required to file with the Mississippi PSC PEP compliance rate clauses to incorporate the Stipulating Parties’ recommended revisions to PEP by May 18, 2020. These revisions include, but are not limited to, changing the filing date for the annual PEP rate filing from November of


8.1(a)			Tax Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2021A Senior Notes.

8.1(b)			Tax Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2021B Senior Notes.

23.1			Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.2(a) above).

23.2			Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.2(b) above).

23.3			Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 8.1(a) above).

23.4			Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 8.1(b) above).

the immediately preceding year to March of the current year, utilizing a historic test year adjusted for “known and measurable” changes, using discounted cash flow and regression formulas to determine base return on equity, and moving all embedded ad valorem property taxes currently collected in PEP to the Ad Valorem Tax Adjustment clause. These revisions are subject to the approval of the Mississippi PSC. The ultimate outcome of this matter cannot be determined at this time.

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: March 17, 2020	MISSISSIPPI POWER COMPANY
Date: June 29, 2021			MISSISSIPPI POWER COMPANY
	By	~~/s/Melissa K. Caen~~	By	/s/Melissa K. Caen
		~~Melissa K. CaenAssistant Secretary~~		Melissa K. CaenAssistant Secretary

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