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The name and address of the registrant have not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
The Southern Company
iCommon
Stock, par value $5 per share
iSO
iNew York Stock Exchange
The Southern Company
iSeries
2017B 5.25% Junior Subordinated Notes due 2077
iSOJC
iNew York Stock Exchange
The Southern Company
iSeries
2020A 4.95% Junior Subordinated Notes due 2080
iSOJD
iNew York Stock Exchange
The Southern Company
iSeries
2020C 4.20% Junior Subordinated Notes due 2060
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Item 8.01.Other Events.
On May 3, 2024, The Southern Company (the “Company”) entered into a Distribution Agreement (the “Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets,
LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents (each, a “Sales Agent” and, collectively, the “Sales Agents”), and Barclays Bank PLC, Bank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, N.A., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”).
Under the Agreement, the Company may offer and sell, from time to time, shares of the Company’s common stock, $5.00 par value per share (the “Common Stock”), through
the Sales Agents. In addition, the Agreement provides that the Company may enter into forward stock purchase transactions with the Forward Purchasers as set forth in a separate letter agreement (each, a “Forward Agreement”), a form of which is attached to the Agreement. In connection with each Forward Agreement, the applicable Forward Purchaser will borrow from third parties and, through a Sales Agent acting as forward seller, sell a number of shares of Common Stock equal to the number of shares underlying such Forward Agreement to hedge such Forward Agreement.
In no event will the aggregate number of shares of Common Stock sold pursuant to the Agreement exceed 50,000,000 shares. All of the shares of Common Stock to be issued and sold under the Agreement were registered under the Securities Act of 1933, as amended, pursuant to the shelf
registration statement (Registration No. 333-277138) of the Company.
Consent of Troutman Pepper Hamilton Sanders LLP (included in Exhibit 5.1 above).
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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.
