ATLANTA, May 5, 2016 /PRNewswire/ -- Southern Company
(NYSE: SO) today announced that it has commenced an underwritten
public offering of 18,300,000 shares of its common stock, through
which it expects to raise gross proceeds of approximately
$900 million. Citigroup and J.P.
Morgan are acting as joint book-running managers of this offering.
The net proceeds from the offering will be used to fund a portion
of the purchase price for the company's pending acquisition of AGL
Resources and related transaction costs and for other general
corporate purposes, which may include the investment by the company
in its subsidiaries or the payment of a portion of the company's
outstanding short-term indebtedness. The offering is expected to
close on May 11, subject to customary
closing conditions.
The company has filed a registration statement (including a
prospectus) with the Securities and Exchange Commission (the "SEC")
for this offering. Before investing, interested parties should read
the prospectus in that registration statement and other documents
the company has filed with the SEC for more complete information
about the company and this offering. You may get these documents
for free by visiting EDGAR on the SEC's website at www.sec.gov.
Alternatively, the underwriters will arrange to send you the
prospectus if you request it by contacting Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 (Tel:
800-831-9146), or J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at
prospectus-eq_fi@jpmchase.com.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of, or
any solicitation of an offer to buy, these securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
With more than 4.5 million customers and approximately 44,000
megawatts of generating capacity, Atlanta-based Southern Company is an energy
company serving the Southeast through its subsidiaries. Southern
Company owns electric utilities in four states and a growing
competitive generation company, as well as fiber optics and
wireless communications.
Cautionary Note 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 pending
acquisition of AGL Resources, the expected closing of the offering
and the 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, 2015, and subsequent securities
filings, could cause actual results to differ materially from
management expectations as suggested by such forward-looking
information: the impact of recent and future federal and state
regulatory changes, including legislative and regulatory
initiatives regarding deregulation and restructuring of the
electric utility industry, environmental laws regulating emissions,
discharges, and disposal to air, water, and land, and also changes
in tax and other laws and regulations to which Southern Company and
its subsidiaries are subject, as well as changes in application of
existing laws and regulations; current and future litigation,
regulatory investigations, proceedings, or inquiries, including,
without limitation, Internal Revenue Service and state tax audits;
the effects, extent, and timing of the entry of additional
competition in the markets in which Southern Company's subsidiaries
operate; variations in demand for electricity, including those
relating to weather, the general economy and recovery from the last
recession, population and business growth (and declines), the
effects of energy conservation and efficiency measures, including
from the development and deployment of alternative energy sources
such as self-generation and distributed generation technologies,
and any potential economic impacts resulting from federal fiscal
decisions; available sources and costs of fuels; effects of
inflation; the ability to control costs and avoid cost overruns
during the development and construction of facilities, which
include the development and construction of generating facilities
with designs that have not been finalized or previously
constructed, including changes in labor costs and productivity,
adverse weather conditions, shortages and inconsistent quality of
equipment, materials, and labor, contractor or supplier delay,
non-performance under construction, operating or other agreements,
operational readiness, including specialized operator training and
required site safety programs, unforeseen engineering or design
problems, start-up activities (including major equipment failure
and system integration), and/or operational performance (including
additional costs to satisfy any operational parameters ultimately
adopted by any Public Service Commission ("PSC")); the ability to
construct facilities in accordance with the requirements of permits
and licenses, to satisfy any environmental performance standards
and the requirements of tax credits and other incentives, and to
integrate facilities into the Southern Company system upon
completion of construction; investment performance of Southern
Company's employee and retiree benefit plans and the Southern
Company system's nuclear decommissioning trust funds; advances in
technology; state and federal rate regulations and the impact of
pending and future rate cases and negotiations, including rate
actions relating to fuel and other cost recovery mechanisms; legal
proceedings and regulatory approvals and actions related to Plant
Vogtle Units 3 and 4, including Georgia PSC approvals and Nuclear
Regulatory Commission actions; actions related to cost recovery for
the integrated coal gasification combined cycle facility under
construction in Kemper County,
Mississippi ("Kemper IGCC"), including the ultimate impact
of the 2015 decision of the Mississippi Supreme Court, the
Mississippi PSC's December 2015 rate
order, and related legal or regulatory proceedings, Mississippi PSC
review of the prudence of Kemper IGCC costs and approval of further
permanent rate recovery plans, actions relating to proposed
securitization, satisfaction of requirements to utilize grants, and
the ultimate impact of the termination of the proposed sale of an
interest in the Kemper IGCC to South Mississippi Electric Power
Association; the ability to successfully operate the electric
utilities' generating, transmission, and distribution facilities
and the successful performance of necessary corporate functions;
the inherent risks involved in operating and constructing nuclear
generating facilities, including environmental, health, regulatory,
natural disaster, terrorism, and financial risks; the performance
of projects undertaken by the non-utility businesses and the
success of efforts to invest in and develop new opportunities;
internal restructuring or other restructuring options that may be
pursued; potential business strategies, including acquisitions or
dispositions of assets or businesses, which cannot be assured to be
completed or beneficial to Southern Company or its subsidiaries;
the expected timing, likelihood, and benefits of completion of the
proposed acquisition of AGL Resources, including the failure to
receive, on a timely basis or otherwise, the required approvals by
government or regulatory agencies (including the terms of such
approvals), the possibility that long-term financing for the
acquisition may not be put in place prior to the closing, the risk
that a condition to closing of the acquisition or funding of the
bridge financing may not be satisfied, the possibility that the
anticipated benefits from the acquisition cannot be fully realized
or may take longer to realize than expected, the possibility that
costs related to the integration of Southern Company and AGL
Resources will be greater than expected, the credit ratings of the
combined company or its subsidiaries may be different from what the
parties expect, the ability to retain and hire key personnel and
maintain relationships with customers, suppliers, or other business
partners, the diversion of management time on acquisition-related
issues, and the impact of legislative, regulatory, and competitive
changes; the ability of counterparties of Southern Company and its
subsidiaries to make payments as and when due and to perform as
required; the ability to obtain new short- and long-term contracts
with wholesale customers; the direct or indirect effect on the
Southern Company system's business resulting from cyber intrusion
or terrorist incidents and the threat of terrorist incidents;
interest rate fluctuations and financial market conditions and the
results of financing efforts; changes in Southern Company's and any
of its subsidiaries' credit ratings, including impacts on interest
rates, access to capital markets, and collateral requirements; the
impacts of any sovereign financial issues, including impacts on
interest rates, access to capital markets, impacts on currency
exchange rates, counterparty performance, and the economy in
general, as well as potential impacts on the benefits of the U.S.
Department of Energy loan guarantees; the ability of Southern
Company's subsidiaries to obtain additional generating capacity (or
sell excess generating capacity) at competitive prices;
catastrophic events such as fires, earthquakes, explosions, floods,
hurricanes and other storms, droughts, pandemic health events such
as influenzas, or other similar occurrences; the direct or indirect
effects on the Southern Company system's business resulting from
incidents affecting the U.S. electric grid or operation of
generating resources; and the effect of accounting pronouncements
issued periodically by standard-setting bodies. Southern Company
expressly disclaims any obligation to update any forward-looking
information.
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SOURCE Southern Company