Southern Company Announces Pricing of Cash Tender Offers for Any and All of Certain Outstanding Debt Securities

ATLANTA, Jan. 23, 2019 /PRNewswire/ -- The Southern Company ("Southern Company") today announced that it has priced the previously announced cash tender offers (each, a "Tender Offer" and, together, the "Tender Offers") to purchase any and all of:  (i) the $1,000,000,000 outstanding principal amount of its 1.85% Senior Notes due July 1, 2019 (the "1.85% Notes"); (ii) the $350,000,000 outstanding principal amount of its Series 2014B 2.15% Senior Notes due September 1, 2019 (the "2.15% Notes" and, together with the 1.85% Notes, the "Fixed Rate Notes"); and (iii) the $750,000,000 outstanding principal amount of its Series 2018A Floating Rate Senior Notes due February 14, 2020 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes"). 

Certain information regarding the Notes and the pricing of the Tender Offers is set forth in the tables below:

Fixed Rate Notes

 

Title of

Security

 

CUSIP

Number

Principal
Amount

Outstanding

U.S.
Treasury

Reference

Security

Bloomberg

Reference

Page

Fixed

Spread

(bps)

Reference
Yield

Tender
Offer
Consideration
(1)(2)

1.85% Senior
Notes due
2019

842587 CQ8

$1,000,000,000

1.25% due
June 30, 2019

PX3

+15

2.514%

$996.48

Series 2014B
2.15% Senior
Notes due
2019

842587 CL9

$350,000,000

1.25% due
August 31, 2019

PX3

+10

2.590%

$996.78

 

(1)

Per $1,000 principal amount

(2)

Tender Offer Consideration (as defined below) calculated for each series of the Fixed Rate Notes based on the bid-side price of the applicable U.S. Treasury Reference Security as quoted on the Bloomberg Reference Page specified in the table above at 11:00 a.m., Eastern time, on January 23, 2019

Floating Rate Notes

Title of

Security

CUSIP

Number

Principal Amount

Outstanding

Consideration per

$1,000 Principal

Amount

Series 2018A
Floating Rate
Senior Notes due
2020

144A: 842587 DB0

Reg S: U84258 AE9

$750,000,000

$1,000

The Tender Offers are being made pursuant to the terms and conditions set forth in the offer to purchase, dated January 16, 2019, and the related notice of guaranteed delivery (the "Tender Offer Documents"), to purchase for cash any and all of the Notes. Southern Company refers investors to the Tender Offer Documents for the complete terms and conditions of the Tender Offers, including complete instructions on how to tender Notes.

The "Tender Offer Consideration" listed in the table above for each $1,000 of outstanding principal amount of Notes validly tendered and accepted for purchase pursuant to the applicable Tender Offer was determined as follows:

  • with respect to each series of Fixed Rate Notes, the Tender Offer Consideration was determined in the manner described in the Tender Offer Documents by reference to the applicable fixed spread specified in the table above for such series of Fixed Rate Notes plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above for such series of Fixed Rate Notes as quoted on the Bloomberg Bond Trader PX3 series of pages at 11:00 a.m., Eastern time, on January 23, 2019 (the "Expiration Date"); and
  • with respect to the Floating Rate Notes, the Tender Offer Consideration is the amount set forth in the table above under the heading "Consideration per $1,000 Principal Amount."

Holders whose Notes are validly tendered and accepted for purchase also will receive accrued and unpaid interest on their Notes from the last interest payment date for such Notes up to, but excluding, the date Southern Company initially makes payment for such Notes, which date is anticipated to be January 24, 2019 (the "Settlement Date").  Notes tendered by Notice of Guaranteed Delivery and accepted for purchase will be purchased on the third business day after the Expiration Date but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

The total Tender Offer Consideration, including accrued and unpaid interest, will be funded from cash on hand received from the proceeds from the consummation of the sale of Southern Company's former subsidiary Gulf Power Company to NextEra Energy, Inc. on January 1, 2019.

Southern Company intends to redeem any Fixed Rate Notes not purchased pursuant to the Tender Offers in accordance with the indenture governing such Fixed Rate Notes, which currently provides for a make-whole redemption price, plus accrued and unpaid interest to, but not including, the redemption date. Southern Company also intends to redeem, on or after February 14, 2019, any Floating Rate Notes not purchased pursuant to the Tender Offers in accordance with the indenture governing such Floating Rate Notes, which provides for a redemption price of 100% of the principal amount of such Floating Rate Notes, plus accrued and unpaid interest to, but not including, the redemption date. Any redemption of Notes would be made solely pursuant to a notice of redemption delivered pursuant to the indenture governing such Notes and the information in this press release is not a notice of redemption with respect to any Notes. Although Southern Company intends to redeem the Notes that are not tendered and accepted in the Tender Offers, Southern Company is not obligated to do so, and there can be no assurance it will do so. Any future purchases may be on the same terms or on terms that are more or less favorable than the terms of the Tender Offers. Any future purchases by Southern Company will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Southern Company may choose to pursue in the future.

The full details of the Tender Offers, including complete instructions on how to tender Notes, are included in the Tender Offer Documents.  Holders are urged to read the Tender Offer Documents, including materials incorporated by reference therein, carefully before making any decision with respect to any Tender Offer.  Copies of the Tender Offer Documents are available at http://www.gbsc-usa.com/southern or may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offers, at (866) 470-4300 (toll-free) or (212) 430-3774 (collect).  Questions regarding the Tender Offers may be directed to the Dealer Manager for the Tender Offers, Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). 

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation to buy any of the Notes or any other securities of Southern Company nor is it a solicitation for acceptance of any Tender Offer.  Southern Company is making the Tender Offers only by, and pursuant to the terms of, the Tender Offer Documents.  No Tender Offer is being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  None of Southern Company, the Dealer Manager or the Depositary and Information Agent makes any recommendation in connection with the Tender Offers.

Cautionary Notice Regarding Forward-Looking Statements

Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning the expected completion of the Tender Offers and the timing thereof.  Southern Company cautions that there are certain factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Southern Company; accordingly, there can be no assurance that such suggested results will be realized. The following factors, in addition to those discussed in the Offer to Purchase and Southern Company's Annual Report on Form 10-K for the year ended December 31, 2017, and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: the risk that the Tender Offers are not completed or are completed on different terms than expected.  Southern Company expressly disclaims any obligation to update any forward-looking information.

SOURCE Southern Company

For further information: Media Contact - Southern Company Media Relations, 404-506-5333 or 1-866-506-5333, www.southerncompany.com; Investor Relations Contact - Scott Gammill, 404-506-0901, sagammil@southernco.com

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