ATLANTA, Aug. 13, 2019 /PRNewswire/ -- Southern
Company (NYSE: SO) today announced it has priced its offering of 30
million 2019 Series A Equity Units. Each 2019 Series A Equity Unit
will be issued in a stated amount of $50 ($1.50 billion
aggregate stated amount) and will consist of a contract to purchase
Southern Company common stock in the future, a 1/40 undivided
beneficial ownership interest in the company's Series 2019A
Remarketable Junior Subordinated Notes due 2024 having a principal
amount of $1,000 and a 1/40 undivided
beneficial ownership interest in the company's Series 2019B Remarketable Junior Subordinated Notes due
2027 having a principal amount of $1,000. Each of the remarketable junior
subordinated notes is subject to remarketing to commence no earlier
than April 28, 2022. The offering is
expected to close on August 16, 2019,
subject to customary closing conditions.
Total annual distributions on the 2019 Series A Equity Units
will be at the rate of 6.75 percent, consisting of interest on the
Series 2019A Remarketable Junior Subordinated Notes due 2024,
interest on the Series 2019B
Remarketable Junior Subordinated Notes due 2027 and payments under
the related stock purchase contracts. The reference price for the
2019 Series A Equity Units is $57.20
per share. The threshold appreciation price for the 2019 Series A
Equity Units is $68.64 per share,
which represents a premium of approximately 20 percent over the
reference price. Under the purchase contract, holders are
required to purchase a variable number of shares of Southern
Company common stock no later than August 1,
2022.
The company has granted the underwriters an option to purchase
during the 13-day period beginning on, and including, the initial
issuance date of the 2019 Series A Equity Units up to 4.5 million
additional 2019 Series A Equity Units (an additional aggregate
stated amount of $225 million),
solely for the purpose of covering over-allotments.
The company expects to use the net proceeds from this offering,
which are expected to be approximately $1.46
billion (or approximately $1.68
billion if the over-allotment option is exercised in full),
after deducting the underwriting discounts and commissions but
before deducting other offering expenses, to repay all or a portion
of the company's short-term indebtedness and for general corporate
purposes, including investments in the company's subsidiaries.
Goldman Sachs & Co. LLC, Barclays, Citigroup, Morgan
Stanley, BNP PARIBAS, BofA Merrill Lynch, J.P. Morgan, Scotia
Howard Weil and Wells Fargo Securities are acting as joint
book-running managers for the offering.
The offering is being made under an effective shelf registration
statement filed with the U.S. Securities and Exchange Commission.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities law of any such jurisdiction. Any offers of the
securities will be made exclusively by means of a prospectus
supplement and accompanying prospectus. Copies of these documents
may be obtained by contacting Goldman Sachs & Co. LLC,
Prospectus Department, 200 West Street, New York, NY 10282, at telephone:
1-866-471-2526, facsimile: 212-902-9316 or by e-mailing
prospectus-ny@ny.email.gs.com, Barclays, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Email:
Barclaysprospectus@broadridge.com, Phone: (888) 603-5847,
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717 Phone:
(800) 831-9146 or Morgan Stanley at 180 Varick Street,
2nd Floor, New York, NY
10014.
Southern Company is an energy company serving 9 million
customers through its subsidiaries. The company owns electric
operating companies in three states, natural gas distribution
companies in four states, a competitive generation company serving
wholesale customers across America, a distributed energy
infrastructure company, and a fiber optics network and
telecommunications services provider.
Cautionary Note 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 planned
equity units offering and the 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, 2018 and subsequent securities
filings, could cause actual results to differ materially from
management expectations as suggested by such forward-looking
information: 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 or other similar occurrences.
Southern Company expressly disclaims any obligation to update any
forward‐looking information.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/southern-company-announces-pricing-of-equity-units-300901200.html
SOURCE Southern Company