Southern Company announces upsize and pricing of $1.3 billion in aggregate principal amount of Series 2024A 4.50% Convertible Senior Notes due June 15, 2027
Southern Company (NYSE: SO) announced the pricing of $1.3 billion in Series 2024A 4.50% Convertible Senior Notes due June 15, 2027, reflecting an upsize of $200 million. The Convertible Notes will have an initial conversion rate of 10.8166 shares of common stock per $1,000 principal amount, with an initial conversion price of approximately $92.45 per share. The offering is expected to close on May 9, 2024. Southern Company intends to use the proceeds to repay commercial paper borrowings and for general corporate purposes.
Southern Company successfully priced $1.3 billion in Convertible Senior Notes, reflecting investor confidence in the company's financial stability.
The upsize of $200 million over the initial offering size indicates strong demand for Southern Company's Convertible Notes.
The Convertible Notes will have an initial conversion rate of 10.8166 shares per $1,000 principal amount, providing investors with a potentially attractive conversion premium.
The offering of Convertible Notes may lead to increased debt obligations for Southern Company, potentially impacting its financial leverage.
If the Convertible Notes are converted, Southern Company will need to allocate resources to fulfill the cash or stock conversion obligations, affecting its liquidity position.
The Convertible Notes are subject to certain conversion restrictions until March 15, 2027, which may limit investors' ability to convert them into common stock.
Interest on the Convertible Notes will be paid semiannually at a rate of
Prior to March 15, 2027, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods. Thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, Southern Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of Southern Company's common stock, or a combination of cash and shares of common stock, at Southern Company's election, in respect of the remainder, if any, of Southern Company's conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.
Southern Company intends to use the net proceeds from this offering to repay all or a portion of its outstanding commercial paper borrowings. Southern Company intends to use any remaining proceeds for general corporate purposes, which may include investment in its subsidiaries.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The offer and sale of the Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and the Convertible Notes and such shares of common stock may not be offered or sold without registration or an applicable exemption from registration requirements.
About Southern Company
Southern Company (NYSE: SO) is a leading energy provider serving 9 million customers across the Southeast and beyond through its family of companies. The company has electric operating companies in three states, natural gas distribution companies in four states, a competitive generation company, a leading distributed energy distribution company with national capabilities, a fiber optics network and telecommunications services.
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 closing of the offering of the Convertible Notes and the expected use of proceeds from the offering. 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 Southern Company's Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: global and
SOURCE Southern Company
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