ATLANTA, Jan. 16, 2019 /PRNewswire/ -- The Southern
Company ("Southern Company") today announced the commencement of
cash tender offers (each, a "Tender Offer" and, together, the
"Tender Offers") to purchase any and all of: (i) the
$1,000,000,000 outstanding principal
amount of its 1.85% Senior Notes due July 1,
2019 (the "1.85% Notes"); (ii) the $350,000,000 outstanding principal amount of its
Series 2014B 2.15% Senior Notes due
September 1, 2019 (the "2.15% Notes"
and, together with the 1.85% Notes, the "Fixed Rate Notes"); and
(iii) the $750,000,000 outstanding
principal amount of its Series 2018A Floating Rate Senior Notes due
February 14, 2020 (the "Floating Rate
Notes" and, together with the Fixed Rate Notes, the "Notes"). The
terms and conditions of the Tender Offers are more fully described
in Southern Company's Offer to Purchase, dated January 16, 2019 and the related Notice of
Guaranteed Delivery (together, the "Tender Offer Documents").
Certain information regarding the Notes and the pricing of the
Tender Offers is set forth in the tables below:
Fixed Rate Notes
Title
of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
(bps)
|
1.85% Senior
Notes due
2019
|
842587 CQ8
|
$1,000,000,000
|
1.25% due
June 30, 2019
|
PX3
|
+15
|
Series 2014B
2.15% Senior
Notes due
2019
|
842587 CL9
|
$350,000,000
|
1.25% due
August 31,
2019
|
PX3
|
+10
|
Floating Rate Notes
Title
of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Consideration
per
$1,000
Principal
Amount
|
Series 2018A
Floating Rate
Senior Notes due
2020
|
144A: 842587
DB0
Reg S: U84258
AE9
|
$750,000,000
|
$1,000
|
Each Tender Offer will expire at 5:00
p.m., Eastern time, on January 23,
2019, unless extended or earlier terminated (such time and
date, as the same may be extended, the "Expiration Date").
Holders of Notes must validly tender (including by Notice of
Guaranteed Delivery) and not validly withdraw their Notes prior to
or at the Expiration Date to be eligible to receive the applicable
Tender Offer Consideration described below.
The "Tender Offer Consideration" for each $1,000 of outstanding principal amount of Notes
validly tendered and accepted for purchase pursuant to the
applicable Tender Offer will be as follows:
- with respect to each series of Fixed Rate Notes, will be
determined in the manner described in the Tender Offer Documents by
reference to the applicable fixed spread specified in the table
above for such series of Fixed Rate Notes plus the applicable yield
based on the bid-side price of the applicable U.S. Treasury
Reference Security specified in the table above for such series of
Fixed Rate Notes as quoted on the Bloomberg Bond Trader PX3 series
of pages at 11:00 a.m., Eastern time,
on January 23, 2019, unless extended
or earlier terminated; and
- with respect to the Floating Rate Notes, will be equal to the
amount set forth in the table above under the heading
"Consideration per $1,000 Principal
Amount."
Holders whose Notes are validly tendered and accepted for
purchase also will receive accrued and unpaid interest on their
Notes from the last interest payment date for such Notes up to, but
excluding, the date Southern Company initially makes payment for
such Notes, which date is anticipated to be January 24, 2019 (the "Settlement Date"). Notes
tendered by Notice of Guaranteed Delivery and accepted for purchase
will be purchased on the third business day after the Expiration
Date but payment of accrued interest on such Notes will only be
made to, but not including, the Settlement Date.
Holders who validly tender their Notes may validly withdraw
their tendered Notes at any time prior to the earlier of (i) the
Expiration Date and (ii) if any Tender Offer is extended, the
10th business day after commencement of such Tender
Offer. Notes also may be validly withdrawn at any time after the
60th business day after commencement of any Tender Offer
if for any reason such Tender Offer has not been consummated within
60 business days after commencement of such Tender Offer.
Southern Company intends to redeem any Fixed Rate Notes not
purchased pursuant to the Tender Offers in accordance with the
indenture governing such Fixed Rate Notes, which currently provides
for a make-whole redemption price, plus accrued and unpaid interest
to, but not including, the redemption date. Southern Company
intends to redeem, on or after February 14,
2019, any Floating Rate Notes not purchased pursuant to the
Tender Offers in accordance with the indenture governing such
Floating Rate Notes, which provides for a redemption price of 100%
of the principal amount of such Floating Rate Notes, plus accrued
and unpaid interest to, but not including, the redemption date. Any
redemption of Notes would be made solely pursuant to a notice of
redemption delivered pursuant to the indenture governing such Notes
and the information in this press release is not a notice of
redemption with respect to any Notes. Although Southern Company
intends to redeem the Notes that are not tendered and accepted in
the Tender Offers, Southern Company is not obligated to do so, and
there can be no assurance it will do so. Any future purchases
may be on the same terms or on terms that are more or less
favorable than the terms of the Tender Offers. Any future purchases
by Southern Company will depend on various factors existing at that
time. There can be no assurance as to which, if any, of these
alternatives (or combinations thereof) Southern Company may choose
to pursue in the future.
The consummation of each Tender Offer is conditioned upon the
satisfaction of certain conditions described in the Tender Offer
Documents.
The full details of the Tender Offers, including complete
instructions on how to tender Notes, are included in the Tender
Offer Documents. Holders are urged to read the Tender Offer
Documents, including materials incorporated by reference therein,
carefully before making any decision with respect to any Tender
Offer. Copies of the Tender Offer Documents are available at
http://www.gbsc-usa.com/southern or may be obtained from Global
Bondholder Services Corporation, the Depositary and Information
Agent for the Tender Offers, at (866) 470-4300 (toll-free) or (212)
430-3774 (collect). Questions regarding the Tender Offers may be
directed to the Dealer Manager for the Tender Offers, Citigroup
Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106
(collect).
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation to buy any of the
Notes or any other securities of Southern Company nor is it a
solicitation for acceptance of any Tender Offer. Southern Company
is making the Tender Offers only by, and pursuant to the terms of,
the Tender Offer Documents. No Tender Offer is being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. None of Southern Company, the Dealer Manager or the
Depositary and Information Agent makes any recommendation in
connection with the Tender Offers.
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 expected completion
of the Tender Offers and the timing thereof. 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 the Offer to Purchase
and Southern Company's Annual Report on Form 10-K for the year
ended December 31, 2017, and
subsequent securities filings, could cause actual results to differ
materially from management expectations as suggested by such
forward-looking information: the risk that the Tender Offers are
not completed or are completed on different terms than
expected. Southern Company expressly disclaims any obligation
to update any forward-looking information.
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SOURCE Southern Company