Southern Co. Files 8-K on Financial Obligations

TL;DR

Southern Co. dropped an 8-K on new debt and equity sales. Check the details.

AI Summary

On May 9, 2024, The Southern Company filed an 8-K report detailing several financial obligations. This includes the creation of direct financial obligations and unregistered sales of equity securities. The filing also lists exhibits related to these financial activities.

Why It Matters

This filing provides insight into Southern Company's current financial activities and obligations, which could impact investors and the company's financial health.

Risk Assessment

Risk Level: medium — The filing involves financial obligations and unregistered sales of equity, which can carry inherent risks for investors.

Key Players & Entities

• The Southern Company (company) — Registrant
• May 9, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $5 — outhern Company Common Stock, par value $5 per share SO New York Stock Exchange T
• $1,500,000,000 — Southern Company (the "Company") issued $1,500,000,000 aggregate principal amount of its Serie
• $200,000,000 — onvertible Senior Notes issued included $200,000,000 aggregate principal amount of Series 20
• $1,000 — Period") in which the trading price per $1,000 principal amount of Series 2024A Conver
• $92.45 — itial conversion price of approximately $92.45 per share of Common Stock). The convers

Filing Documents

• so-20240509.htm (8-K) — 49KB
• ex4-2southerncompany32ndsu.htm (EX-4.2) — 468KB
• 0000092122-24-000059.txt ( ) — 779KB
• so-20240509.xsd (EX-101.SCH) — 4KB
• so-20240509_def.xml (EX-101.DEF) — 17KB
• so-20240509_lab.xml (EX-101.LAB) — 32KB
• so-20240509_pre.xml (EX-101.PRE) — 18KB
• so-20240509_htm.xml (XML) — 6KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 2.03 is incorporated into this Item 3.02 by reference. The Company offered and sold the Series 2024A Convertible Senior Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities 3 Act of 1933, as amended (the "Securities Act"), and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. The shares of Common Stock issuable upon conversion of the Series 2024A Convertible Senior Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company expects any shares of Common Stock issued upon conversion of the Series 2024A Convertible Senior Notes to be issued pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. Initially, a maximum of 19,875,300 shares of Common Stock may be issued upon conversion of the Series 2024A Convertible Senior Notes, based on the initial maximum conversion rate of 13.2502 shares of Common Stock per $1,000 principal amount of Series 2024A Convertible Senior Notes, subject to anti-dilution adjustments.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 4.1 Senior Note Indenture dated as of January 1, 2007, between the Company and the Trustee. ( Designated in Form 8-K dated January 11, 2007, File No. 1-3526, as Exhibit 4.1 .) 4.2 Thirty-Second Supplemental Indenture to Senior Note Indenture dated as of May 9, 2024, providing for the issuance of the Series 2024A Convertible Senior Notes. 4.3 Form of Series 2024A Convertible Senior Note (included in Exhibit 4.2 above). 104 Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 9, 2024 THE SOUTHERN COMPANY By /s/Melissa K. Caen Melissa K. Caen Assistant Secretary 5

View Full Filing

View this 8-K filing on SEC EDGAR