Southern Company Announces Expiration of Cash Tender Offers for Any and All of Certain Outstanding Debt Securities

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Jan 24, 2019, 07:59 ET

ATLANTA, Jan. 24, 2019 /PRNewswire/ -- The Southern Company ("Southern Company") today announced the expiration of the previously announced cash tender offers (each, a "Tender Offer" and, together, the "Tender Offers") to purchase any and all of: (i) the $1,000,000,000 outstanding principal amount of its 1.85% Senior Notes due July 1, 2019 (the "1.85% Notes"); (ii) the $350,000,000 outstanding principal amount of its Series 2014B 2.15% Senior Notes due September 1, 2019 (the "2.15% Notes" and, together with the 1.85% Notes, the "Fixed Rate Notes"); and (iii) the $750,000,000 outstanding principal amount of its Series 2018A Floating Rate Senior Notes due February 14, 2020 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes").

The Tender Offers expired at 5:00 p.m., Eastern time, on Wednesday, January 23, 2019 (the "Expiration Date"). As of the Expiration Date, (i) $521,879,000 aggregate principal amount of the 1.85% Notes, or approximately 52.19%, of the $1,000,000,000 aggregate principal amount of the 1.85% Notes outstanding had been validly tendered and not withdrawn, (ii) $180,334,000 aggregate principal amount of the 2.15% Notes, or approximately 51.52%, of the $350,000,000 aggregate principal amount of the 2.15% Notes outstanding had been validly tendered and not withdrawn, and (iii) $504,440,000 aggregate principal amount of the Floating Rate Notes, or approximately 67.26%, of the $750,000,000 aggregate principal amount of the Floating Rate Notes outstanding had been validly tendered and not withdrawn. In addition, $96,000 aggregate principal amount of the 1.85% Notes and $189,000 aggregate principal amount of the 2.15% Notes are expected to be tendered through the guaranteed delivery procedures.

Southern Company accepted for purchase all of the Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offers at or prior to the Expiration Date. Payment for the Notes purchased pursuant to the Tender Offers is intended to be made on January 24, 2019 (the "Settlement Date"). Notes tendered by guaranteed delivery and accepted for purchase will be purchased on the third business day after the Expiration Date on January 28, 2019, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

The Tender Offers were made pursuant to the terms and conditions set forth in the Offer to Purchase, dated January 16, 2019, and the related Notice of Guaranteed Delivery, to purchase for cash any and all of the Notes.

The consideration to be paid under the Tender Offer will be: (i) $996.48 for the 1.85% Notes, (ii) $996.78 for the 2.15% Notes, and (iii) $1,000 for the Floating Rate Notes, each per $1,000 principal amount of the applicable Notes, plus accrued and unpaid interest from the last interest payment date for such Notes up to, but excluding, the Settlement Date.

The aggregate consideration for the Notes validly tendered and accepted for purchase (excluding Notes expected to be tendered through guaranteed delivery procedures) pursuant to the Tender Offers of $1,209,480,443.48, including accrued and unpaid interest, will be funded from cash on hand received from the proceeds from the consummation of the sale of Southern Company's former subsidiary Gulf Power Company to NextEra Energy, Inc. on January 1, 2019.

Southern Company intends to redeem any Fixed Rate Notes not purchased pursuant to the Tender Offers in accordance with the indenture governing such Fixed Rate Notes, which currently provides for a make-whole redemption price, plus accrued and unpaid interest to, but not including, the redemption date. Southern Company also intends to redeem, on or after February 14, 2019, any Floating Rate Notes not purchased pursuant to the Tender Offers in accordance with the indenture governing such Floating Rate Notes, which provides for a redemption price of 100% of the principal amount of such Floating Rate Notes, plus accrued and unpaid interest to, but not including, the redemption date. Southern Company expects to issue notices of redemption for all of the remaining outstanding Notes on or about January 24, 2019. Any redemption of Notes will be made solely pursuant to a notice of redemption delivered pursuant to the indenture governing such Notes and the information in this press release is not a notice of redemption with respect to any Notes.

Citigroup Global Markets Inc. acted as Dealer Manager for the Tender Offers. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation to buy any of the Notes or any other securities of Southern Company nor is it a solicitation for acceptance of any Tender Offer.

Cautionary Notice 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 expected completion of the Tender Offers and the timing thereof. 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 the Offer to Purchase and Southern Company's Annual Report on Form 10-K for the year ended December 31, 2017, and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: the risk that the Tender Offers are not completed or are completed on different terms than expected. Southern Company expressly disclaims any obligation to update any forward-looking information.

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SOURCE Southern Company