ATLANTA, Aug. 16, 2016 /PRNewswire/ -- Southern
Company (NYSE: SO) today announced that it has priced its
previously-announced underwritten public offering of 32.5 million
shares of its common stock for gross proceeds of
approximately $1.6 billion. Barclays, Goldman, Sachs &
Co., Morgan Stanley and Wells Fargo Securities 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 pending purchase of a 50% equity interest in Southern Natural
Gas and for other general corporate purposes, which may include the
investment by the company in its subsidiaries, including Southern
Power. The offering is expected to close on August 19, subject
to customary closing conditions.
The last reported sale price of the company's common stock on
August 16, 2016 was $50.96 per share. The underwriters are
offering for sale the shares of common stock from time to time in
one or more transactions on the New York Stock Exchange, in the
over-the-counter market, through negotiated transactions or
otherwise at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices,
subject to receipt and acceptance by the underwriters and subject
to their right to reject any order in whole or in part.
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
Barclays, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717,
by email at barclaysprospectus@broadridge.com or by telephone at
(888) 603-5847; Goldman, Sachs & Co., Prospectus Department,
200 West Street, New York, New
York 10282, by telephone at (866) 471-2526, by facsimile at
(212) 902-9316 or by email at prospectus‑ny@ny.email.gs.com; Morgan
Stanley, Prospectus Department, 180 Varick Street, 2nd Floor,
New York, New York 10014; or Wells
Fargo Securities, Equity Syndicate Department, 375 Park Avenue,
New York, New York 10152, by
telephone at (800) 326-5897 or by email at
cmclientsupport@wellsfargo.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.
Southern Company has 44,000 megawatts of generating capacity and
1,500 billion cubic feet of combined natural gas consumption and
throughput volume serving 9 million electric and gas utility
customers through its subsidiaries. Southern Company owns electric
utilities in four states, natural gas distribution utilities in
seven states, a competitive generation company serving
geographically diverse wholesale customers and a provider of
customized energy solutions, as well as fiber optics and wireless
communications.
Cautionary Notes 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
Southern Natural Gas investment, 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, Quarterly Report on Form 10-Q for the
quarter ended June 30, 2016 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; current and future
litigation, regulatory investigations, proceedings, or inquiries;
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 and natural gas;
available sources and costs of natural gas and other fuels; limits
on pipeline capacity; 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; 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 Public Service Commission
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; the ability to successfully operate the electric
utilities' generating, transmission, and distribution facilities
and Southern Company Gas' natural gas distribution and storage
facilities and the successful performance of necessary corporate
functions; the inherent risks involved in operating and
constructing nuclear generating facilities; the inherent risks
involved in transporting and storing natural gas; 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 possibility that the anticipated benefits from the acquisition
of Southern Company Gas cannot be fully realized or may take longer
to realize than expected, the possibility that costs related to the
integration of Southern Company and Southern Company Gas will be
greater than expected, the ability to retain and hire key personnel
and maintain relationships with customers, suppliers, or other
business partners, and the diversion of management time on
integration-related issues; 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 or
Southern Company Gas' 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; the impacts of any sovereign
financial issues; 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 or Southern Company Gas' business
resulting from incidents affecting the U.S. electric grid, natural
gas pipeline infrastructure, or operation of generating or storage
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.
Logo
- http://photos.prnewswire.com/prnh/20080801/SOCOLOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/southern-company-announces-pricing-of-public-offering-of-common-stock-300314539.html
SOURCE Southern Company