8-KOther Events

SOUTHERN CO 8-K Report, Corporate Update (Aug 31, 2017)

Filed August 31, 2017For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

This 8-K filing from Southern Company (SO) details the critical decision point for the continued construction of Plant Vogtle Units 3 and 4. Following the bankruptcy of the EPC Contractor (Westinghouse Electric Company LLC) and subsequent agreements, Georgia Power, on behalf of the Vogtle Owners, has recommended proceeding with construction. The filing outlines a revised estimated completion schedule of November 2021 for Unit 3 and November 2022 for Unit 4, with an estimated net additional capital cost of $1.4 billion, excluding financing costs. The Georgia Public Service Commission (PSC) is expected to rule on these recommendations by February 2018. Key developments include a services agreement for construction management transition to Southern Nuclear and Toshiba Corporation's acknowledged guarantee obligation of $3.68 billion, with Southern Company's proportionate share being approximately $1.7 billion. Additionally, a term sheet has been agreed upon by the Vogtle Owners to amend joint ownership agreements, requiring higher approval thresholds (90%) for continuing construction under certain adverse conditions, such as Toshiba's default or significant cost overruns. Investors should closely monitor the Georgia PSC's decision and any further developments regarding project costs and timelines, as these represent significant financial implications for Southern Company.

Key Highlights

  • 1Georgia Power recommended continuing construction of Plant Vogtle Units 3 and 4, with Southern Nuclear as project manager.
  • 2Revised estimated completion dates are November 2021 for Unit 3 and November 2022 for Unit 4.
  • 3Estimated net additional capital costs to complete the project are $1.4 billion (excluding financing costs of approximately $3.4 billion).
  • 4Toshiba Corporation's acknowledged guarantee obligation for the project is $3.68 billion, with Georgia Power's share being approximately $1.7 billion.
  • 5A term sheet was agreed upon by Vogtle Owners, imposing higher approval requirements (90%) to continue construction if adverse events occur.
  • 6The Georgia PSC is expected to decide on Georgia Power's recommendations by February 2018.
  • 7The filing references previous 10-K and 10-Q filings for more detailed information on the Plant Vogtle project and related agreements.

Frequently Asked Questions

Following the bankruptcy of the original EPC contractor, Georgia Power, acting as agent for the Vogtle Owners, has recommended continuing construction. Southern Nuclear will serve as the project manager, and a revised completion schedule and cost estimate have been submitted to the Georgia Public Service Commission (PSC) for approval.

Georgia Power's recommendation includes an estimated net additional capital cost of $1.4 billion to complete the project, excluding approximately $3.4 billion in estimated financing costs. The projected completion dates are November 2021 for Unit 3 and November 2022 for Unit 4.

Toshiba Corporation has guaranteed certain obligations of the EPC Contractor, with an acknowledged obligation amount of $3.68 billion under the Guarantee Settlement Agreement. Georgia Power's proportionate share of this guarantee is approximately $1.7 billion. Investors should monitor Toshiba's ability to meet these obligations.

A term sheet agreed upon by the Vogtle Owners requires at least 90% ownership interest approval to continue construction if specific adverse events occur. These include Toshiba's bankruptcy or material breach, termination of key agreements, a PSC determination that Georgia Power's costs are unrecoverable, or a significant increase in the budget or schedule.