Filed pursuant to Rule 433
Registration No. 333-223128
August 13, 2019
PRICING TERM SHEET | |
(To Preliminary Prospectus Supplement dated August 12, 2019) | |
Issuer: | The Southern Company (the "Company") |
Designation: | 2019 Series A Equity Units (each being referred to as an "Equity Unit") that will each have a stated amount of |
$50 and will initially be in the form of a 2019 Series A Corporate Unit (each being referred to as a "Corporate | |
Unit") consisting of a purchase contract issued by the Company and, initially, a 1/40 undivided beneficial | |
ownership interest in $1,000 principal amount of Series 2019A Remarketable Junior Subordinated Notes due | |
2024 to be issued by the Company (the "Series 2019A RSNs") and a 1/40 undivided beneficial ownership | |
interest in $1,000 principal amount of Series 2019B Remarketable Junior Subordinated Notes due 2027 to be | |
issued by the Company (the "Series 2019B RSNs" and, together with the Series 2019A RSNs, the "RSNs") | |
Number of | |
Equity Units | 30,000,000 (or 34,500,000 if the underwriters exercise their option to purchase up to 4,500,000 additional |
Offered: | Corporate Units in full, solely for the purpose of covering over-allotments) |
Aggregate | |
Equity Units | |
Offering | $1,500,000,000 (or $1,725,000,000 if the underwriters exercise their option to purchase up to 4,500,000 |
Amount: | additional Corporate Units in full, solely for the purpose of covering over-allotments) |
Stated | $50.00 |
Amount per | |
Equity Unit: | |
Public | |
Offering | The Corporate Units are being offered to the public at a price of $50 per Corporate Unit, for a total of |
Price; | $1,500,000,000 (or $1,725,000,000 if the underwriters exercise their option to purchase up to 4,500,000 |
Underwriting | additional Corporate Units in full, solely for the purpose of covering over-allotments). The Company's |
Discounts | proceeds from the offering (after underwriting discounts totaling $37,500,000 and before expenses) will equal |
and | $1,462,500,000 (or $1,681,875,000 if the underwriters exercise their option to purchase up to 4,500,000 |
Commissions | additional Corporate Units in full, solely for the purpose of covering over-allotments). |
Interest Rate | |
on the Series | |
2019A | 2.70% per year subject to the Company's right to defer interest payments, as described in the Preliminary |
RSNs: | Prospectus Supplement, and subject to modification in connection with a successful remarketing |
Interest Rate | |
on the Series | |
2019B | 2.70% per year subject to the Company's right to defer interest payments, as described in the Preliminary |
RSNs: | Prospectus Supplement, and subject to modification in connection with a successful remarketing |
Deferred | Deferred interest on either series of RSNs will bear interest at the interest rate applicable to such series of |
Interest on | RSNs, compounded on each interest payment date to, but excluding, the interest payment date on which such |
the RSNs: | deferred interest is paid |
Contract | |
Adjustment | |
Payment | 4.05% per year or $2.0250 per year on the Stated Amount per Equity Unit subject to the Company's right to |
Rate: | defer contract adjustment payments, as described in the Preliminary Prospectus Supplement |
Deferred | Deferred contract adjustment payments will accrue additional contract adjustment payments at the rate equal |
Contract | to 6.75% per annum compounded on each contract adjustment payment date to, but excluding, the contract |
Adjustment | adjustment payment date on which such deferred contract adjustment payments are paid, subject to |
Payments: | applicable law |
Total | 6.75% per annum |
Distribution | |
Rate on the | |
Corporate | |
Units: | |
Reference | |
Price: | $57.20 (subject to adjustment, as described in the Preliminary Prospectus Supplement) |
Threshold | |
Appreciation | $68.64 (subject to adjustment, as described in the Preliminary Prospectus Supplement), which represents |
Price: | appreciation of 20.0% over the Reference Price |
Minimum | 0.7284 shares of the Company's common stock (subject to adjustment, as described in the Preliminary |
Settlement | Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided |
Rate: | by the Threshold Appreciation Price |
Maximum | 0.8741 shares of the Company's common stock (subject to adjustment, as described in the Preliminary |
Settlement | Prospectus Supplement), which is approximately equal to the $50.00 Stated Amount per Equity Unit, divided |
Rate: | by the Reference Price |
Purchase | August 1, 2022 (or if such day is not a business day, the following business day) |
Contract | |
Settlement | |
Date: | |
Series 2019A | August 1, 2024 |
RSN Maturity | |
Date: | |
Series 2019B | |
RSN Maturity | |
Date: | August 1, 2027 |
Joint Book- | Goldman Sachs & Co. LLC |
Running | Barclays Capital Inc. |
Managers: | Citigroup Global Markets Inc. |
Morgan Stanley & Co. LLC | |
BNP Paribas Securities Corp. | |
BofA Securities, Inc. | |
J.P. Morgan Securities LLC | |
Scotia Capital (USA) Inc. | |
Wells Fargo Securities LLC | |
Co-Managers: | Mizuho Securities USA LLC |
MUFG Securities Americas Inc. | |
SunTrust Robinson Humphrey, Inc. | |
U.S. Bancorp Investments, Inc. | |
BBVA Securities Inc. | |
Fifth Third Securities, Inc. | |
PNC Capital Markets LLC | |
RBC Capital Markets, LLC | |
TD Securities (USA) LLC | |
Academy Securities, Inc. | |
Blaylock Van, LLC | |
CastleOak Securities, L.P. | |
Loop Capital Markets LLC | |
Mischler Financial Group, Inc. | |
R. Seelaus & Co., LLC | |
Samuel A. Ramirez & Company, Inc. | |
The Williams Capital Group, L.P. |
Listing: | The Company intends to apply to list the Corporate Units on the New York Stock Exchange and expects trading |
to commence within 30 days of the date of initial issuance of the Corporate Units under the symbol "SOLN" | |
Transaction | |
Date: | August 13, 2019 |
Settlement | |
Date: | August 16, 2019 |
CUSIP/ISIN | |
for the | |
Corporate | |
Units: | 842587 602/US8425876021 |
CUSIP/ISIN | |
for the | |
Treasury | |
Units: | 842587 701/US8425877011 |
CUSIP/ISIN | |
for the | |
Series | |
2019A | |
RSNs: | 842587 DC8/US842587DC82 |
CUSIP/ISIN | |
for the | |
Series | |
2019B | |
RSNs: | 842587 DD6/US842587DD65 |
Allocation | At the time of issuance, the fair market value of the applicable ownership interest in the RSNs will be $50 (or |
of the | 100% of the issue price of a Corporate Unit), allocated equally between the Series 2019A RSNs and the Series |
Purchase | 2019B RSNs underlying such applicable ownership interest in the RSNs, and the fair market value of each |
Price: | purchase contract will be $0 (or 0% of the issue price of a Corporate Unit) |
Early | Subject to certain conditions described under "Description of the Purchase Contracts-Early Settlement" in the |
Settlement: | Preliminary Prospectus Supplement, a holder of Corporate Units or 2019 Series A Treasury Units (each being |
referred to as a "Treasury Unit") may settle the related purchase contracts at any time prior to 4:00 p.m., New | |
York City time, on the second business day immediately preceding the Purchase Contract Settlement Date, | |
other than during a blackout period (as described in the Preliminary Prospectus Supplement) in the case of | |
Corporate Units. An early settlement may be made only in integral multiples of 40 Corporate Units or 20 | |
Treasury Units; however, if the Treasury portfolio has replaced the RSNs as a component of the Corporate | |
Units following a successful optional remarketing, holders of Corporate Units may settle early only in integral | |
multiples of 20,000 Corporate Units. If a purchase contract is settled early, the number of shares of the | |
Company's common stock to be issued per purchase contract will be equal to the Minimum Settlement Rate | |
(subject to adjustment, as described in the Preliminary Prospectus Supplement). | |
Early Settlement Upon a | Subject to certain conditions described under "Description of the Purchase Contracts | ||||||||||||
Fundamental Change: | -Early Settlement Upon a Fundamental Change," following a "fundamental | ||||||||||||
change" (as defined in the Preliminary Prospectus Supplement) that occurs prior to | |||||||||||||
the 30 th | scheduled trading day preceding the Purchase Contract Settlement Date, | ||||||||||||
each holder of a purchase contract, subject to certain conditions described in the | |||||||||||||
Preliminary Prospectus Supplement, will have the right to accelerate and settle the | |||||||||||||
purchase contract early on the fundamental change early settlement date (as defined | |||||||||||||
in the Preliminary Prospectus Supplement) at the settlement rate determined as if the | |||||||||||||
applicable market value were determined, for such purpose, based on the market | |||||||||||||
value averaging period starting on the 23 rd scheduled trading day prior to the | |||||||||||||
fundamental change early settlement date and ending on the third scheduled trading | |||||||||||||
day immediately preceding the fundamental change early settlement date, plus an | |||||||||||||
additional make-whole amount of shares (such additional make-whole amount of | |||||||||||||
shares being hereafter referred to as the "make-whole shares"). This right is referred | |||||||||||||
to as the "fundamental change early settlement right." | |||||||||||||
The number of make-whole shares per purchase contract applicable to a fundamental | |||||||||||||
change early settlement will be determined by reference to the table below, based on | |||||||||||||
the date on which the fundamental change occurs or becomes effective (the | |||||||||||||
"effective date") and the "stock price" (as defined in the Preliminary Prospectus | |||||||||||||
Supplement) in the fundamental change: | |||||||||||||
Stock Price | |||||||||||||
Effective Date | |||||||||||||
$20.00 | $30.00 | $40.00 | $50.00 | $57.20 | $65.00 | $68.64 | $75.00 | $80.00 | $90.00 | $100.00 | $125.00 | $150.00 | |
August 16, 2019 | 0.2142 | 0.1311 | 0.0862 | 0.0385 | 0.0000 | 0.0673 | 0.0938 | 0.0745 | 0.0638 | 0.0508 | 0.0440 | 0.0349 | 0.0410 |
August 1, 2020 | 0.1385 | 0.0865 | 0.0581 | 0.0207 | 0.0000 | 0.0489 | 0.0747 | 0.0554 | 0.0456 | 0.0351 | 0.0304 | 0.0241 | 0.0255 |
August 1, 2021 | 0.0656 | 0.0420 | 0.0298 | 0.0075 | 0.0000 | 0.0294 | 0.0524 | 0.0319 | 0.0238 | 0.0176 | 0.0154 | 0.0123 | 0.0078 |
August 1, 2022 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
The stock prices set forth in the second row of the table above (i.e., the column headers) will be adjusted upon the occurrence of certain events requiring anti- dilution adjustments to the fixed settlement rates in a manner inversely proportional to the adjustments to the fixed settlement rates, as described in the Preliminary Prospectus Supplement.
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Southern Company published this content on 14 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 August 2019 10:21:09 UTC