8-KFinancial EventsSecurities & ListingExhibits & Filings

SOUTHERN CO 8-K Report, Financial Obligation (May 9, 2024)

Filed May 9, 2024For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

Southern Company (SO) announced on May 9, 2024, the issuance of $1.5 billion in aggregate principal amount of Series 2024A 4.50% Convertible Senior Notes due June 15, 2027. These unsecured notes bear a 4.50% annual interest rate, payable semiannually. The issuance, which included an over-allotment option exercise, was conducted under exemptions from registration for qualified institutional buyers. Investors should note that these notes are convertible into SO common stock under specific conditions related to the stock's trading price or upon certain corporate events. The initial conversion price is approximately $92.45 per share. In the event of a Fundamental Change, noteholders have the right to require the company to repurchase their notes at par value plus accrued interest. The company has the option to settle conversions with cash, shares, or a combination thereof.

Key Highlights

  • 1Issued $1.5 billion in Series 2024A 4.50% Convertible Senior Notes due June 15, 2027.
  • 2Notes carry a 4.50% annual interest rate, payable semi-annually.
  • 3The notes are direct, unsecured, and unsubordinated obligations of Southern Company.
  • 4Holders can convert notes into SO common stock if the stock price meets certain thresholds or upon specified corporate events.
  • 5Initial conversion price is approximately $92.45 per share, with an initial maximum of 19,875,300 shares potentially issuable.
  • 6Southern Company may settle conversions with cash, shares of common stock, or a combination.
  • 7Holders may require repurchase of notes at 100% of principal plus accrued interest upon a Fundamental Change.

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