ATLANTA, May 6, 2024
/PRNewswire/ -- Southern Company (NYSE: SO) today announced the
pricing of $1.3 billion in aggregate
principal amount of its Series 2024A 4.50% Convertible Senior Notes
due June 15, 2027 (the "Convertible
Notes") in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"), reflecting an upsize of $200 million over the previously announced
offering size. In addition, Southern Company granted the initial
purchasers of the Convertible Notes an option to purchase, for
settlement within a period of 13 days from, and including, the date
the Convertible Notes are first issued, up to an additional
$200 million in aggregate principal
amount of the Convertible Notes. The offering is expected to close
on May 9, 2024, subject to customary
closing conditions.
Interest on the Convertible Notes will be paid semiannually at a
rate of 4.50% per annum. The Convertible Notes will have an initial
conversion rate of 10.8166 shares of Southern Company's common
stock per $1,000 principal amount of
the Convertible Notes (which is equal to an initial conversion
price of approximately $92.45 per
share of common stock), representing an initial conversion premium
of approximately 22.50% above the last reported sale price of
Southern Company's common stock on May 6,
2024. The conversion rate is subject to adjustment in
certain circumstances. The Convertible Notes will mature on
June 15, 2027, unless repurchased or
converted in accordance with their terms prior to such date.
Prior to March 15, 2027, the
Convertible Notes will be convertible only upon the occurrence of
certain events and during certain periods. Thereafter, the
Convertible Notes will be convertible at any time until the close
of business on the second scheduled trading day immediately
preceding the maturity date. Upon conversion, Southern Company will
pay cash up to the aggregate principal amount of the Convertible
Notes to be converted and pay or deliver, as the case may be, cash,
shares of Southern Company's common stock, or a combination of cash
and shares of common stock, at Southern Company's election, in
respect of the remainder, if any, of Southern Company's conversion
obligation in excess of the aggregate principal amount of the
Convertible Notes being converted.
Southern Company intends to use the net proceeds from this
offering to repay all or a portion of its outstanding commercial
paper borrowings. Southern Company intends to use any remaining
proceeds for general corporate purposes, which may include
investment in its subsidiaries.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. The offer and sale of the
Convertible Notes and the shares of common stock issuable upon
conversion of the Convertible Notes, if any, have not been, and
will not be, registered under the Securities Act or the securities
laws of any other jurisdiction, and the Convertible Notes and such
shares of common stock may not be offered or sold without
registration or an applicable exemption from registration
requirements.
About Southern Company
Southern Company (NYSE: SO) is a leading energy provider serving
9 million customers across the Southeast and beyond through its
family of companies. The company has electric operating companies
in three states, natural gas distribution companies in four states,
a competitive generation company, a leading distributed energy
distribution company with national capabilities, a fiber optics
network and telecommunications services.
Cautionary Notice Regarding Forward-Looking
Statements
Certain information contained in this release is
forward-looking information based on current expectations and plans
that involve risks and uncertainties. Forward-looking information
includes, among other things, statements concerning the closing of
the offering of the Convertible Notes and the expected use of
proceeds from the offering. Southern Company cautions that there
are certain factors that can cause actual results to differ
materially from the forward-looking information that has been
provided. The reader is cautioned not to put undue reliance on this
forward-looking information, which is not a guarantee of future
performance and is subject to a number of uncertainties and other
factors, many of which are outside the control of Southern Company;
accordingly, there can be no assurance that such suggested results
will be realized. The following factors, in addition to those
discussed in Southern Company's Annual Report on Form 10-K for the
year ended December 31, 2023 and subsequent securities
filings, could cause actual results to differ materially from
management expectations as suggested by such forward-looking
information: global and U.S. economic conditions, including impacts
from geopolitical conflicts, recession, inflation, interest rate
fluctuations, and financial market conditions, and the results of
financing efforts; access to capital markets and other financing
sources; changes in Southern Company's credit ratings; and
catastrophic events such as fires, earthquakes, explosions, floods,
tornadoes, hurricanes and other storms, droughts, pandemic health
events, political unrest, wars, or other similar occurrences.
Southern Company expressly disclaims any obligation to update any
forward‐looking information.
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SOURCE Southern Company