What is the main purpose of this 8-K filing?

This 8-K filing is primarily to announce the definitive merger agreement between Southern Company and AGL Resources. It provides key details about the transaction and directs investors to supplemental information and future filings for more comprehensive information.

What are the expected benefits of this merger for Southern Company shareholders?

The merger is anticipated to enhance Southern Company's market profile, financial strength, and earnings per share. It is expected to create significant value and growth potential for shareholders.

What are the key risks associated with this merger?

Key risks include the potential failure to obtain necessary shareholder and regulatory approvals in a timely manner, challenges in securing long-term financing, the possibility that anticipated benefits may not be fully realized or could take longer than expected, and higher than anticipated integration costs. Other risks include potential changes in credit ratings and the diversion of management attention.

Where can investors find more detailed information about the merger?

Investors are encouraged to review the joint press release and investor presentation furnished as exhibits to this 8-K. Additionally, AGL Resources is expected to file a definitive proxy statement and other relevant documents with the SEC, which will contain important information about the merger. Investors can access these on the SEC's website or AGL Resources' website.

SOUTHERN CO 8-K: Regulation FD

Summary

Southern Company (SO) announced on August 24, 2015, that it has entered into a definitive Agreement and Plan of Merger with AGL Resources Inc. (GAS). Under the terms of the agreement, AGL Resources will merge with and into AMS Corp., a wholly-owned subsidiary of Southern Company, with AGL Resources surviving as a direct, wholly-owned subsidiary of Southern Company. This strategic acquisition is expected to create significant value for Southern Company's shareholders by enhancing its market profile, financial strength, and earnings per share potential. The company has provided supplemental information regarding the merger through a joint press release and an investor presentation, both furnished as exhibits to this 8-K filing. While the announcement details the expected benefits and preliminary terms, it also includes a standard "Cautionary Note Regarding Forward-Looking Statements" highlighting various risks and uncertainties that could impact the transaction's completion and the realization of its anticipated benefits. Investors are advised to carefully consider these factors and refer to further SEC filings for comprehensive details.

Key Highlights

1Southern Company to acquire AGL Resources in a merger agreement dated August 23, 2015.
2AGL Resources will become a wholly-owned, direct subsidiary of Southern Company upon completion of the merger.
3The merger is expected to enhance Southern Company's growth potential, market profile, financial strength, and earnings per share.
4The company has provided supplemental information via a joint press release and an investor presentation.
5The filing includes a cautionary note detailing risks and uncertainties associated with the merger, including regulatory approvals and financing.
6Investors are advised to read future proxy statements and filings for detailed information regarding the merger.
7The transaction is subject to customary closing conditions, including shareholder and regulatory approvals.

SOUTHERN CO 8-K Report, Regulation FD Disclosure (Aug 24, 2015)

Summary

Key Highlights

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