8-KOther Events

SOUTHERN CO 8-K Report, Corporate Update (Jul 28, 2017)

Filed July 28, 2017For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

This 8-K filing by Southern Company (SO) provides crucial updates regarding the ongoing construction of the Plant Vogtle Units 3 and 4 nuclear project. The primary focus is on the fallout from the Chapter 11 bankruptcy filings of Westinghouse Electric Company LLC and WECTEC Global Project Services Inc., the original EPC (Engineering, Procurement, and Construction) contractor. Southern Company, through its subsidiary Georgia Power, has entered into a Services Agreement and secured intellectual property licenses, with consent from the U.S. Department of Energy (DOE), to continue the project. This filing details the conditions and requirements imposed by the DOE, including the need for Georgia Power to complete comprehensive cost and schedule assessments before seeking further advances under its loan guarantee.

Key Highlights

  • 1Westinghouse and WECTEC, the original EPC contractors for Plant Vogtle Units 3 & 4, filed for Chapter 11 bankruptcy protection.
  • 2Georgia Power, on behalf of the Vogtle Owners, has entered into a new Services Agreement and secured intellectual property licenses with Westinghouse and WECTEC, with DOE consent.
  • 3The U.S. Department of Energy (DOE) has approved Georgia Power's new arrangements related to the Plant Vogtle project.
  • 4Further advances under the DOE Loan Guarantee Agreement are contingent on Georgia Power completing detailed cost-to-complete and schedule assessments and obtaining DOE approval for new construction contractor agreements (Replacement EPC Arrangements).
  • 5The DOE Loan Guarantee Agreement has been amended to reflect the new project arrangements and to define new 'Mandatory Prepayment Events,' including potential project cancellation or failure to meet deadlines.
  • 6A deadline of December 31, 2017, is established for Georgia Power to complete assessments and enter into Replacement EPC Arrangements.
  • 7The ultimate outcome of these complex matters remains uncertain at this time.

Frequently Asked Questions

The bankruptcy of the original EPC contractors, Westinghouse and WECTEC, necessitated new agreements to continue the construction of Plant Vogtle Units 3 and 4. Southern Company, through Georgia Power, has entered into a new Services Agreement and secured necessary intellectual property licenses, with the consent of the U.S. Department of Energy (DOE).

Georgia Power must complete comprehensive assessments of the project's remaining costs and schedule. They also need to finalize and get DOE approval for new agreements with construction contractors (Replacement EPC Arrangements) and enter into a further amendment with the DOE to the Loan Guarantee Agreement. A deadline of December 31, 2017, has been set for these actions.

New Mandatory Prepayment Events include the termination or rejection of the new Services Agreement if Georgia Power loses access to intellectual property rights, a decision by Georgia Power not to continue construction, or failure to complete the cost assessments and secure replacement EPC arrangements by the December 31, 2017 deadline. The DOE could require Georgia Power to prepay outstanding guaranteed borrowings if these events occur.

The filing explicitly states that the ultimate outcome of these matters cannot be determined at this time. While new agreements are in place and DOE consent has been obtained, significant hurdles remain, including cost assessments, securing new contractors, and DOE approvals, all by a specific deadline. The possibility of cancellation and prepayment events introduces considerable uncertainty.