Southern Company completes acquisition of PowerSecure International, Inc.
Combined company positioned to advance distributed infrastructure development on a national level
ATLANTA and WAKE FOREST, N.C., May 9, 2016 /PRNewswire/ -- Southern Company (NYSE: SO) and PowerSecure International, Inc. (NYSE: POWR) today completed their merger, with PowerSecure becoming a wholly owned subsidiary of Southern Company.
Southern Company's existing business model provides an opportunity to leverage PowerSecure's unique expertise to help meet customers' energy needs using advanced technologies. Southern Company has acquired a premier provider of distributed infrastructure, offering primarily commercial and industrial customers innovative solutions to meet their individual reliability, energy efficiency or green objectives. Recognizing that these technologies typically receive highest demand in areas outside of the Southeast – where there is greater opportunity to improve electric reliability, price and customer service – this acquisition positions Southern Company to advance distributed infrastructure development across the U.S.
"For more than a century, the Southern Company system has provided quality service by generating and delivering affordable, reliable electricity to the customer's meter," said Southern Company Chairman, President and CEO Thomas A. Fanning. "Today we are thrilled to draw on PowerSecure's nationally recognized expertise to deliver even greater customer value by developing innovative technologies on the other side of the meter."
Under the terms of the agreement, PowerSecure's stockholders received $18.75 in cash in exchange for each share of PowerSecure common stock on May 9, for a total purchase price of approximately $425 million. PowerSecure's common stock ceased trading on the New York Stock Exchange immediately prior to market open on May 9.
PowerSecure's operations, including its management team and corporate headquarters, will continue to be based in Wake Forest, N.C.
Jones Day, Gibson Dunn & Crutcher LLP and Troutman Sanders LLP served as legal counsel to Southern Company. J.P. Morgan Securities LLC served as the exclusive financial advisor to PowerSecure and Wachtell, Lipton, Rosen & Katz and Kegler Brown Hill + Ritter served as legal counsel to PowerSecure.
About Southern Company
With more than 4.5 million customers and approximately 44,000 megawatts of generating capacity, Atlanta-based Southern Company (NYSE: SO) is the premier energy company serving the Southeast through its subsidiaries. A leading U.S. producer of clean, safe, reliable and affordable electricity, Southern Company owns electric utilities in four states, a competitive generation company serving wholesale customers across America and a nationally recognized provider of customized energy solutions, as well as fiber optics and wireless communications. Southern Company brands are known for excellent customer service, high reliability and affordable prices that are below the national average. Through an industry-leading commitment to innovation, Southern Company and its subsidiaries are inventing America's energy future by developing the full portfolio of energy resources, including carbon-free nuclear, 21st century coal, natural gas, renewables and energy efficiency, and creating new products and services for the benefit of customers. Southern Company has been named by the U.S. Department of Defense and G.I. Jobs magazine as a top military employer, recognized among the Top 50 Companies for Diversity by DiversityInc, listed by Black Enterprise magazine as one of the 40 Best Companies for Diversity and designated a Top Employer for Hispanics by Hispanic Network. The company has earned a National Award of Nuclear Science and History from the National Atomic Museum Foundation for its leadership and commitment to nuclear development and is continually ranked among the top utilities in Fortune's annual World's Most Admired Electric and Gas Utility rankings. Visit our website at www.southerncompany.com.
PowerSecure International, Inc. is a leading provider of utility and energy technologies to electric utilities, and their industrial, institutional and commercial customers. PowerSecure provides products and services in the areas of Interactive Distributed Generation ® (IDG®), solar energy, energy efficiency and utility infrastructure. The company is a pioneer in developing IDG® power systems with sophisticated smart grid capabilities, including the ability to 1) forecast electricity demand and electronically deploy the systems to deliver more efficient, and environmentally friendly, power at peak power times, 2) provide utilities with dedicated electric power generation capacity to utilize for demand response purposes and 3) provide customers with the most dependable standby power in the industry. Its proprietary distributed generation system designs utilize a range of technologies to deliver power, including renewables. The company's energy efficiency products and services include energy efficient lighting solutions that utilize LED technologies to improve lighting quality, and the design, installation and maintenance of energy conservation measures which the company offers, primarily as a subcontractor, to large energy service company providers, called ESCOs, for the benefit of commercial, industrial and institutional customers as end users and directly to retailers. PowerSecure also provides electric utilities with transmission and distribution infrastructure maintenance and construction services, and engineering and regulatory consulting services. Additional information is available at www.powersecure.com.
Cautionary Statements Regarding Forward-Looking Information
This press release contains forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are all statements other than statements of historical facts, including but not limited to statements concerning the expected benefits of the transaction. These forward-looking statements are often characterized by the use of words such as "expect," "anticipate," "intend," "estimate," "plan," "believe," "may," "project," "potential," "forecast," "target," "guidance," "outlook," "should," "will," "could," "continue" and the negative or plural of these words and other comparable terminology.
Although Southern Company and PowerSecure believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and undue reliance should not be placed on any forward-looking statements. Forward-looking statements are not guarantees of future performance or events and are subject to a number of known and unknown risks, uncertainties and other factors that are difficult to predict and could cause actual results to differ materially from those expressed, projected or implied by such forward-looking statements. Important risks, uncertainties and other factors include, but are not limited to, the risk that the businesses will not be integrated successfully; the possibility that the anticipated benefits from the transaction cannot be fully realized or may take longer to realize than expected; the possibility that costs related to the integration of Southern Company and PowerSecure will be greater than expected; the ability to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners; the diversion of management time on transaction-related issues; the on-going uncertainty and inconsistency in the economy, financial markets and business markets; the impact of legislative, regulatory and competitive changes; and other risks, uncertainties and other factors identified from time to time in each of Southern Company's and PowerSecure's reports filed with or furnished to the Securities and Exchange Commission ("SEC"), including their most recent Annual Report on Form 10-K, as well as subsequently filed Quarterly Reports Form 10-Q and Current Reports on Form 8-K, as well as any amendments thereto, copies of which may be obtained by visiting the investor relations page of each company's website or the SEC's website at www.sec.gov.
Southern Company and PowerSecure caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to Southern Company and PowerSecure, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the transaction or other matters attributable to Southern Company or PowerSecure or any other person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this release. Neither Southern Company nor PowerSecure undertakes any duty or obligation to update or revise any forward-looking statement for any reason, whether as the result of changes in expectations, new information, future events, conditions or circumstances or otherwise, except as may be required by law.
SOURCE Southern Company
For further information: Southern Company Media Relations, 404-506-5333 or 866-506-5333; PowerSecure Media Relations, 919-453-2103