Southern Co. Files 8-K Referencing Junior Subordinated Notes

TL;DR

**Southern Co. filed a routine 8-K referencing its existing junior subordinated notes and common stock, no major news.**

AI Summary

The Southern Company filed an 8-K on February 28, 2024, reporting an event on February 26, 2024. This filing references various existing junior subordinated notes, including Series 2017B 5.25% due 2077, Series 2020A 4.95% due 2080, Series 2020C 4.20% due 2060, and Series 2021B 1.875% Fixed-to-Fixed Reset Rate due 2081. The filing also mentions common stock. The specific nature of the "Other Events" or "Financial Statements and Exhibits" is not detailed in the provided text, suggesting a routine update or exhibit filing.

Why It Matters

This filing provides an update or exhibit related to The Southern Company's existing junior subordinated notes and common stock, offering transparency on its capital structure. While no new material event is explicitly detailed, it ensures ongoing compliance and disclosure regarding its financial instruments.

Risk Assessment

Risk Level: low — The filing appears to be a routine update or exhibit filing related to existing securities, with no explicit new material events that would significantly alter the company's risk profile.

Key Numbers

• 5.25% — Interest Rate (Series 2017B Junior Subordinated Notes Due 2077)
• 2077 — Maturity Year (Series 2017B Junior Subordinated Notes)
• 4.95% — Interest Rate (Series 2020A Junior Subordinated Notes Due 2080)
• 2080 — Maturity Year (Series 2020A Junior Subordinated Notes)
• 4.20% — Interest Rate (Series 2020C Junior Subordinated Notes Due 2060)
• 2060 — Maturity Year (Series 2020C Junior Subordinated Notes)
• 1.875% — Interest Rate (Series 2021B Fixed-to-Fixed Reset Rate Junior Subordinated Notes Due 2081)
• 2081 — Maturity Year (Series 2021B Junior Subordinated Notes)

Key Players & Entities

• The Southern Company (company) — registrant
• February 26, 2024 (date) — Date of earliest event reported
• February 28, 2024 (date) — Filed as of date
• 30 Ivan Allen Jr. Boulevard, N.W. Atlanta, Georgia 30308 (address) — Business Address
• 404-506-5000 (phone_number) — Business Phone
• 58-0690070 (other) — IRS Employer Identification No.
• 1-3526 (other) — Commission File Number

FAQ

Key Financial Figures

• $5 — outhern Company Common Stock, par value $5 per share SO New York Stock Exchange T
• $400,000,000 — ing the issue and sale of an additional $400,000,000 aggregate principal amount of its Serie
• $1,000,000,000 — Notes and Series 2023E Senior Notes was $1,000,000,000 and $1,100,000,000, respectively. The a
• $1,100,000,000 — 23E Senior Notes was $1,000,000,000 and $1,100,000,000, respectively. The additional Series 20

Filing Documents

• so-20240226.htm (8-K) — 60KB
• ex1-3asoco2023dseniornotes.htm (EX-1.3A) — 212KB
• ex1-3bsoco2023eseniornotes.htm (EX-1.3B) — 212KB
• ex5-1aso8xk2023d2023dsnreo.htm (EX-5.1A) — 17KB
• ex5-1bso8xk2023d2023dsnreo.htm (EX-5.1B) — 17KB
• ex8-1aso8xk2023d2023esnreo.htm (EX-8.1A) — 11KB
• ex8-1bso8xk2023d2023esnreo.htm (EX-8.1B) — 11KB
• 0000092122-24-000034.txt ( ) — 825KB
• so-20240226.xsd (EX-101.SCH) — 4KB
• so-20240226_def.xml (EX-101.DEF) — 17KB
• so-20240226_lab.xml (EX-101.LAB) — 35KB
• so-20240226_pre.xml (EX-101.PRE) — 18KB
• so-20240226_htm.xml (XML) — 6KB

01. Other Events

Item 8.01. Other Events . On February 26, 2024, The Southern Company (the "Company") entered into Underwriting Agreements covering the issue and sale of an additional $400,000,000 aggregate principal amount of its Series 2023D 5.50% Senior Notes due March 15, 2029 (the "Series 2023D Senior Notes") and an additional $400,000,000 aggregate principal amount of its Series 2023E 5.70% Senior Notes due March 15, 2034 (the "Series 2023E Senior Notes"). The additional Series 2023D Senior Notes and the additional Series 2023E Senior Notes are part of the same series of debt securities as the Series 2023D Senior Notes and the Series 2023E Senior Notes, respectively, issued by the Company on September 8, 2023. Upon completion of these offerings, the aggregate principal amount of outstanding Series 2023D Senior Notes and Series 2023E Senior Notes was $1,000,000,000 and $1,100,000,000, respectively. The additional Series 2023D Senior Notes and the additional Series 2023E Senior Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement (Registration No. 333-277138) of the Company.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 1.3(a) Un derwriting Agreement relating to the additional Series 2023D Senior Notes, dated February 2 6 , 2024 , among the Company and BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investme n ts, Inc. , as representatives of the several Underwriters named in Schedule I thereto. 1.3(b) Underwriting Agreement relating to the additional Series 2023E Senior Notes, dated February 2 6 , 2024 , among the Com pany and BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc. , as representatives of the several Underwriters named in Schedule I thereto . 4.4(a) Thirtieth Supplemental Indenture to Senior Note Indenture dated as of September 8, 2023, providing for the issuance of the Series 2023D Senior Notes. (Designated in Form 8-K dated September 5 , 2023 , File No . 1-3 526 , as Exhibi t 4.4 (a) ) . 4.4(b) Thirty-First Supplemental Indenture to Senior Note Indenture dated as of September 8, 2023, providing for the issuance of the Series 2023E Senior Notes. (Designated in F o rm 8-K dated September 5 , 2023, File No. 1-3 526 , as Exhibit 4.4 ( b) ) . 4.9(a) Form of the Series 2023D Senior Note (included in Exhibit 4.4(a) above). 4.9(b) Form of the Series 2023E Senior Note (included in Exhibit 4.4(b) above). 5.1(a) Opinion of Troutman Pepper Hamilton Sanders LLP relating to the additio nal Series 2023D Senior Notes . 5.1(b) Opinion of Troutman Pepper Hamilton Sanders LLP relating to the additional Series 2023E Senior Notes. 8.1(a) Tax Opinion of Troutman Pepper Hamilton Sanders LLP relating to the additional Series 2023D Senior Notes . 8.1(b) Tax Opinion of Troutman Pepper Hamilton Sanders LLP relating to the additional Series 2023E Senior Notes. 23.1 Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1(a) above). 23.2 Consen

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View this 8-K filing on SEC EDGAR