As filed with the Securities and Exchange Commission on April 1, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oglethorpe Power Corporation (An Electric Membership Corporation) (Exact name of registrant as specified in its charter) Georgia 4911 58-1211925 (State of incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification Number) 2100 East Exchange Place Tucker, Georgia 30084-5336 (770) 270-7600 (Address and telephone number of registrant’s principal executive offices) Elizabeth B. Higgins Executive Vice President and Chief Financial Officer Oglethorpe Power Corporation 2100 East Exchange Place Tucker, Georgia 30084-5336 (770) 270-7600 (Name, address and telephone number of agent for service) Copies to: Herbert J. Short, Jr. Darryl F. Smith Eversheds Sutherland (US) LLP Eversheds Sutherland (US) LLP 999 Peachtree St., NE, Suite 2300 999 Peachtree St., NE, Suite 2300 Atlanta, Georgia 30309-3996 Atlanta, Georgia 30309-3996 (404) 853-8000 (404) 853-8000 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the registration statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. អ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer អ Accelerated filer អ Non-accelerated filer ፤ Smaller reporting company អ Emerging growth company អ 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 7(a)(2)(B) of the Securities Act. អ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Tender Offer) អ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) អ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Each Class of Securities Amount To Be Offering Price Per Aggregate Offering Amount of To Be Registered Registered Unit Price Registration Fee(1) 5.05% First Mortgage Bonds, Series 2018A due 2048 ........... $500,000,000 100% $500,000,000 $60,600 (1) In accordance with Rule 457(f)(2) under the Securities Act, the registration fee is based on the book value of the outstanding 5.05% First Mortgage Bonds, Series 2018A due 2048 of Oglethorpe Power Corporation to be cancelled in the exchange transaction described in this registration statement. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine. SUBJECT TO COMPLETION, DATED , 2019 PRELIMINARY PROSPECTUS 20MAR201200550014 Offer To Exchange $500,000,000 Registered 5.05% First Mortgage Bonds, Series 2018A due 2048 for any and all Unregistered 5.05% First Mortgage Bonds, Series 2018A due 2048 We are offering to exchange up to $500,000,000 aggregate principal amount of our registered 5.05% First Mortgage Bonds, Series 2018A due 2048, which we refer to as the exchange bonds, for $500,000,000 aggregate principal amount of our outstanding unregistered 5.05% First Mortgage Bonds, Series 2018A due 2048, which we refer to as the original bonds. The exchange offer is subject to customary closing conditions and will expire at 5:00 p.m., New York City time, on , 2019, unless we extend the exchange offer in our sole discretion. The Exchange Offer • All original bonds that are validly tendered, and not validly withdrawn, will be exchanged for an equal principal ecurities until the registration statement filed with Securities and amount of exchange bonds. You should carefully review the procedures for tendering the original bonds beginning on page 115. • You may validly withdraw tenders of original bonds at any time before the expiration of the exchange offer. buy these securities in any jurisdiction where the offer or sale is not permitted. • The terms of the exchange bonds to be issued in the exchange offer are substantially identical to the original bonds, except that the exchange bonds will be registered under the Securities Act, and will not have any transfer restrictions, registration rights or additional interest provisions. • We issued the original bonds in a transaction not requiring registration under the Securities Act and, as a result, their transfer is restricted. We are making the exchange offer to satisfy your registration rights as a holder of the original bonds. • The exchange of the original bonds for the exchange bonds will not be a taxable transaction for United States federal income tax purposes, but you should see the discussion under ‘‘SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES’’ for more information. • We will not receive any proceeds from the exchange offer. • No public market currently exists for the exchange bonds. We do not intend to apply for listing of the exchange bonds on any national securities exchange or to arrange for the exchange bonds to be quoted on any automated quotation system, and, therefore, an active public market for the exchange bonds is not anticipated. The exchange bonds will be secured by a first mortgage lien on substantially all of our owned tangible and certain of our intangible property equally and ratably with all our other obligations issued under the first mortgage indenture described in this prospectus, subject to certain exceptions and exclusions as described or referred to in this prospectus. See ‘‘SUMMARY OF THE FIRST MORTGAGE INDENTURE—Security for Payment.’’ All untendered original bonds will remain outstanding and continue to be subject to the transfer restrictions set forth in the original bonds and in the indenture governing the original bonds. In general, the original bonds may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the original bonds under the Securities Act. Each broker-dealer that receives exchange bonds for its own account in the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those exchange bonds. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an ‘‘underwriter’’ within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange bonds received in exchange for original bonds the broker-dealer acquired as a result of market-making activities or trading activities. We have agreed that we will make this prospectus available to any broker-dealer for use in connection with any such resale for a period of 180 days following the expiration date of the exchange offer or such time as such broker-dealers no longer own any original bonds. See ‘‘PLAN OF DISTRIBUTION.’’ See ‘‘RISK FACTORS’’ beginning on page 15 for a discussion of factors that you should consider before participating in the exchange offer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these s The information in this prospectus is not complete and may be changed. We Exchange Commission is effective. This prospectus not an offer to sell these securities and it soliciting The date of this prospectus is , 2019. We have not authorized any person to provide any information or to make any representation other than the information contained in this prospectus. If any person provides you any other information or makes any other representation, that information or representation must not be relied upon as having been authorized by us. If you receive any other information, you should not rely on it. We are not making the exchange offer to, nor will we accept surrenders for exchange from, holders of outstanding original bonds in any jurisdiction in which the exchange offer would not be in compliance with the securities or blue sky laws of such jurisdiction or where it is otherwise unlawful.