8-KRegulation FDExhibits & Filings

SOUTHERN CO 8-K Report, Regulation FD Disclosure (Jan 16, 2019)

Filed January 16, 2019For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

Southern Company (SO) announced on January 16, 2019, the commencement of cash tender offers for all of its outstanding 1.85% Senior Notes due July 1, 2019, its Series 2014B 2.15% Senior Notes due September 1, 2019, and its Series 2018A Floating Rate Senior Notes due February 14, 2020. These offers represent an active management of the company's debt portfolio, aiming to retire existing notes before their maturity dates. Investors should note that the consideration for the Fixed Rate Notes will be determined by a spread over U.S. Treasuries, while the Floating Rate Notes will be purchased at par value ($1,000 per principal amount). In addition to the purchase price, tendering noteholders will receive accrued and unpaid interest. The tender offers are set to expire on January 23, 2019, unless extended. This action suggests Southern Company is potentially taking advantage of favorable market conditions or seeking to optimize its financing structure.

Key Highlights

  • 1Southern Company has launched cash tender offers for three series of its senior notes: 1.85% Senior Notes due 2019, 2.15% Senior Notes due 2019, and Floating Rate Senior Notes due 2020.
  • 2The tender offers are for 'any and all' outstanding principal amounts of these specific note series, indicating a strong intention to repurchase them.
  • 3The consideration for the Fixed Rate Notes will be based on a specified fixed spread over U.S. Treasury yields, to be determined on January 23, 2019.
  • 4The Floating Rate Notes will be repurchased at par value ($1,000 per $1,000 principal amount).
  • 5Tendered notes accepted for purchase will also receive accrued and unpaid interest up to the anticipated settlement date of January 24, 2019.
  • 6The tender offers are scheduled to expire on January 23, 2019, unless extended.
  • 7This filing is a Regulation FD Disclosure and includes a press release detailing the tender offers.

Frequently Asked Questions

Southern Company has initiated cash tender offers to buy back all of its outstanding 1.85% Senior Notes due July 1, 2019, 2.15% Senior Notes due September 1, 2019, and Floating Rate Senior Notes due February 14, 2020.

For the Fixed Rate Notes (1.85% and 2.15% due 2019), the purchase price will be determined by adding a specified fixed spread to the yield of a U.S. Treasury Reference Security on January 23, 2019. For the Floating Rate Notes due 2020, the purchase price will be $1,000 per $1,000 principal amount (i.e., at par).

Yes, holders of notes that are validly tendered and accepted for purchase will also receive any accrued and unpaid interest on their notes from the last interest payment date up to, but not including, the settlement date.

The tender offers are set to expire at 5:00 p.m. Eastern time on January 23, 2019, unless Southern Company decides to extend the expiration date.