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) September 15, 2017 Commission FileNumber Registrant,StateofIncorporation, AddressandTelephoneNumber I.R.S.Employer IdentificationNo. 001-11229 MississippiPowerCompany (A Mississippi Corporation) 2992 West Beach Boulevard 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)) 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.
Item1.01. EntryintoaMaterialDefinitiveAgreement. On September 15, 2017, Mississippi Power Company ( Mississippi Power ) issued a promissory note (the Promissory Note ) to its parent company, The Southern Company ( Southern Company ), in the aggregate principal amount of up to $150,000,000, primarily to satisfy Mississippi Power s federal income tax obligations for the quarters ending September 30, 2017 and December 31, 2017 and also for other general corporate purposes. The Promissory Note bears interest based on the one-month London Interbank Offered Rate and matures on the earlier of (i) December 31, 2017 or (ii) five (5) business days after the date that Mississippi Power receives an income tax refund from the United States federal government equal to or greater than the principal amount outstanding under the Promissory Note. Mississippi Power borrowed approximately $109 million under the Promissory Note on September 15, 2017 to satisfy its federal income tax obligations for the quarter ending September 30, 2017. Item2.03. CreationofaDirectFinancialObligationoranObligationunderanOff-Balance SheetArrangementofaRegistrant. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03. Item9.01. FinancialStatementsandExhibits. (d) Exhibits 10.1 Promissory Note dated September 15, 2017 between Mississippi Power and Southern Company in the aggregate amount of up to $150,000,000.
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:September 18, 2017 MISSISSIPPI POWER COMPANY By /s/melissa K. Caen Melissa K. Caen Assistant Secretary
Exhibit 10.1 MISSISSIPPIPOWERCOMPANY PROMISSORYNOTE September 15, 2017 Up to $150,000,000 FOR VALUE RECEIVED, MISSISSIPPI POWER COMPANY, a Mississippi corporation (the Borrower ), hereby promises to pay on or before the earlier of (i) December 31, 2017 or (ii) five (5) business days after the date that the Borrower receives an income tax refund from the United States federal government equal to or greater than the principal amount outstanding hereunder (the Final Maturity Date ), to THE SOUTHERN COMPANY, a Delaware corporation (the Holder ), the principal sum of up to ONE HUNDRED AND FIFTY MILLION DOLLARS ($150,000,000), together with interest on the principal amount, all as indicated in the records of the Holder and on the grid attached hereto. Interest.Interest (calculated on the basis of a year of 360 days and the actual number of days elapsed) on this Promissory Note (this Note ) shall be paid monthly in arrears, or if the Borrower fails to pay interest each month, such interest shall be included in the outstanding principal balance for purposes of calculating interest due to the extent permitted by applicable law. The interest rate on this Note shall be a floating rate equal to the Adjusted LIBOR Rate. AdjustedLIBORRate.Interest shall be at a rate equal to the one-month London Interbank Offered Rate ( LIBOR ) plus the Applicable Percentage corresponding to the senior debt rating of the Borrower in effect from time to time as described below (the Senior Debt Rating ): Senior Debt Rating Applicable Percentage I. A- from S&P 1.375% A3 from Moody s A- from Fitch II. BBB+ but < A from S&P 1.500% Baa1 but < A3 from Moody s BBB+ but < A from Fitch III. BBB but < BBB+ from S&P 1.750% Baa2 but < Baa1 from Moody s BBB but < BBB+ from Fitch IV. < BBB from S&P 2.000% < Baa2 from Moody s < BBB from Fitch unrated by any two of S&P, Moody s or Fitch
Notwithstanding the above, if at any time there is a split in Senior Debt Ratings among Standard & Poor s Financial Services LLC, a division of McGraw Hill Financial, Moody s Investors Service, Inc., and Fitch Ratings, Inc., or any successor or assignee of the business of the foregoing in the business of rating securities and (a) two Senior Debt Ratings are equal and higher than the third Senior Debt Rating, the higher Senior Debt Ratings will apply, (b) two Senior Debt Ratings are equal and lower than the third Senior Debt Rating, the lower Senior Debt Ratings will apply or (c) no Senior Debt Ratings are equal, the intermediate Senior Debt Rating will apply. In the event that the Borrower shall maintain Senior Debt Ratings from only two of S&P, Moody s or Fitch and there is a split in such Senior Debt Ratings, (i) in the event of a single level split, the higher Senior Debt Rating (i.e. the lower pricing) will apply and (ii) in the event of a multiple level split, one level below the higher Senior Debt Rating will apply. Repayment. The Borrower shall be entitled, at any time and from time to time, without the consent of the Holder and without paying any penalty or premium therefor, to prepay all or any portion or portions of the outstanding principal balance. The outstanding principal balance shall be payable in full on the Final Maturity Date, together with all accrued interest thereon. Records.All long-term borrowings by the Borrower from the Holder from the date hereof and all payments on account of principal hereof shall be recorded by the Holder in its books and records and endorsed on the grid attached hereto and made a part hereof; provided, however, that no failure to keep or any error in such records or endorsements shall affect the obligations of the undersigned hereunder. Payment by the Borrower to the Holder pursuant to this Note shall be made without set-off or counterclaim, at the Holder s office located in Atlanta, Georgia, or at any other place designated by the Holder in writing. RepresentationsandWarranties.The Borrower hereby represents and warrants: (i) that it is a corporation duly organized and existing under the laws of the State of Mississippi, is duly qualified to carry on its business as a corporation under the laws of the State of Mississippi, is duly qualified to carry on its business as a foreign corporation under the laws of the State of Alabama, and has due corporate authority to carry on the public utility business in which it is engaged and to own and operate the properties used by it in such business; (ii) that the execution, delivery and performance of this Note are within the power of the Borrower and have been duly authorized by all necessary action of the board of directors of the Borrower; (iii) that it has duly executed and delivered this Note; (iv) that this Note constitutes the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms; (v) that the Borrower s execution, delivery and performance of this Note do not require the consent of any other party; and (vi) that the Borrower shall use the principal amounts represented by this Note primarily to satisfy its income tax obligations to the United States federal government for the quarters ending September 30, 2017 and December 31, 2017 and also for other general corporate purposes. Events of Default. If any of the following events shall occur, such event shall constitute an event of default ( Event of Default ) under this Note: (i) the Borrower shall fail to pay when due any payment required hereunder and such failure shall continue for five (5) or more business days; (ii) (A) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of the Borrower in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Borrower or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (B) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against the Borrower and such petition remains unstayed and in effect for a period of sixty (60) consecutive days; or (C) the Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such person or any substantial part of its property or make any general assignment for the benefit of creditors; or (D) the Borrower shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such person in furtherance of any of the aforesaid purposes; (iii) if an event of default shall occur under any other indebtedness of the Borrower in excess of $75,000,000; or (iv) one or more judgments, orders or decrees shall be entered against the Borrower involving a liability of $75,000,000 or more, in the aggregate (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period of at least thirty (30) days after the last day on which such judgment, order or decree becomes final and unappealable and, where applicable, with the status of a judicial lien. Upon the occurrence of any Event of Default, the Holder shall be entitled to accelerate the payment of the principal of and all accrued and unpaid interest on this Note and declare the same to be immediately due and payable and shall also have available to it all rights and remedies permitted by applicable law. In the event that, upon an Event of Default hereunder, the Holder deems it necessary or proper to employ an attorney to enforce collection of any unpaid balance hereunder, the Borrower agrees to pay the Holder s reasonable attorney s fees and collection costs. ExercisingRights.No delay or omission on the part of the Holder in exercising any right hereunder shall operate as a waiver of such right or any other right under this Note. A waiver of any right or remedy on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. Waiver.The Borrower hereby waives presentment, demand for payment, notice or dishonor and all other notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. GoverningLaw.This Note shall be governed by, and construed in accordance with, the laws of the State of New York. In the event this Note is collected by law or through an attorney at law, the Borrower agrees to pay all reasonable attorney s fees and costs of collection actually incurred by the Holder.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed as of the date first above written. MISSISSIPPI POWER COMPANY, a Mississippi corporation By: /s/moses H. Feagin Moses H. Feagin Vice President, Treasurer and Chief Financial Officer
Date Principal Borrowed Principal Repaid Notation