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Southern Company logoSouthern Company SO

The company issued Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 in an aggregate principal amount of $1,500,000,000. The total includes $200,000,000 issued upon the Initial Purchasers' exercise of their over-allotment option. Issued on May 9, 2024.

8-KUnregistered Sales of Equity SecuritiesFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company issued Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 in an aggregate principal amount of $1,500,000,000. The total includes $200,000,000 issued upon the Initial Purchasers' exercise of their over-allotment option. Issued on May 9, 2024.

  2. The company said interest on the notes is payable semiannually in arrears on June 15 and December 15 of each year, with the first payment due on December 15, 2024. The notes are direct, unsecured and unsubordinated obligations, and they are not redeemable at the company's option.

  3. The company set the initial conversion rate at 10.8166 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of about $92.45. The company said holders may convert before the close of business on the business day preceding March 15, 2027 only under certain conditions, including when the common stock price is at or above 130% of the conversion price.

  4. The company said it will settle conversions by paying cash up to the principal amount of the notes being converted, and it will pay or deliver cash, shares of common stock or a combination of both, at its election, for any excess. The maximum number of common stock shares that may be issued upon conversion is 19,875,300. The notes were sold to the Initial Purchasers under the exemption from registration in Section 4(a)(2) of the Securities Act.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Southern Company issues $1,500,000,000 Convertible Senior Notes

The company issued Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 in an aggregate principal amount of $1,500,000,000. The total includes $200,000,000 issued upon the Initial Purchasers' exercise of their over-allotment option. Issued on May 9, 2024.

Source · Based on the filing body and exhibits

Interest payment schedule and ranking of the notes

The company said interest on the notes is payable semiannually in arrears on June 15 and December 15 of each year, with the first payment due on December 15, 2024. The notes are direct, unsecured and unsubordinated obligations, and they are not redeemable at the company's option.

Source · Based on the filing body and exhibits

Conversion conditions and conversion price

The company set the initial conversion rate at 10.8166 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of about $92.45. The company said holders may convert before the close of business on the business day preceding March 15, 2027 only under certain conditions, including when the common stock price is at or above 130% of the conversion price.

Source · Based on the filing body and exhibits

Settlement of conversions and basis for unregistered issuance

The company said it will settle conversions by paying cash up to the principal amount of the notes being converted, and it will pay or deliver cash, shares of common stock or a combination of both, at its election, for any excess. The maximum number of common stock shares that may be issued upon conversion is 19,875,300. The notes were sold to the Initial Purchasers under the exemption from registration in Section 4(a)(2) of the Securities Act.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.