8-KRegulation FDOther EventsExhibits & Filings

SOUTHERN CO 8-K Report, Regulation FD Disclosure (Jul 1, 2016)

Filed July 1, 2016For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

Southern Company (SO) has announced the completion of its merger with AGL Resources Inc. on July 1, 2016. This significant event marks the finalization of the acquisition that was initially agreed upon in August 2015. The merger is expected to create a larger, more diversified energy company, with implications for Southern Company's operational scale, market reach, and potentially its financial performance. Investors should note that the transaction was executed through an all-cash deal for AGL Resources shareholders, with each share converted into $66 in cash. Options and other equity awards for AGL Resources were also settled in cash or converted into Southern Company equity awards, as per the merger agreement. Following the completion, AGL Resources' common stock has been delisted from the New York Stock Exchange.

Key Highlights

  • 1Southern Company has successfully completed its merger with AGL Resources Inc. as of July 1, 2016.
  • 2The merger was finalized under the terms of the Agreement and Plan of Merger dated August 23, 2015.
  • 3AGL Resources shareholders will receive $66 in cash for each share of common stock, excluding dissenting shares.
  • 4All outstanding options and equity awards for AGL Resources were cancelled and settled in accordance with the merger agreement.
  • 5Performance share units for AGL Resources were equitably converted into time-based awards for Southern Company common stock.
  • 6AGL Resources common stock has ceased trading and has been delisted from the New York Stock Exchange.
  • 7A joint press release announcing the completion of the merger was issued by Southern Company and AGL Resources on July 1, 2016.

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