8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 23, 2023

Commission
File Number Registrant,
State of Incorporation,
Address and Telephone Number I.R.S. Employer
Identification No.

1-3526 The Southern Company 58-0690070

(A Delaware Corporation)

30 Ivan Allen Jr. Boulevard, N.W.

Atlanta, Georgia 30308

(404) 506-5000

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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	Common Stock, par value $5 per share	SO	New York Stock Exchange
The Southern Company	Series 2017B 5.25% Junior Subordinated Notes due 2077	SOJC	New York Stock Exchange
The Southern Company	Series 2020A 4.95% Junior Subordinated Notes due 2080	SOJD	New York Stock Exchange
The Southern Company	Series 2020C 4.20% Junior Subordinated Notes due 2060	SOJE	New York Stock Exchange
The Southern Company	Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081	SO 81	New York Stock Exchange

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  ☐

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 February 23, 2023, The Southern Company (the “Company”) issued a press release announcing a proposed offering of $1,500,000,000 aggregate principal amount of convertible senior notes in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, the Company expects to grant the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the convertible senior notes are first issued, up to an additional $225,000,000 aggregate principal amount of convertible senior notes.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
99.1	Press Release issued by the Company on February 23, 2023 announcing a proposed offering of convertible senior notes.
104	Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document.

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:   February 23, 2023	THE SOUTHERN COMPANY
	By	/s/Melissa K. Caen
		Melissa K. Caen Assistant Secretary

EX-99.1

		Exhibit 99.1
Media Contact:	Southern Company Media Relations
	404-506-5333 or 1-866-506-5333
	www.southerncompany.com
Investor Relations Contact:
	Scott Gammill
	404-506-0901
	sagammil@southernco.com

Southern Company announces offering of $1.5 billion in aggregate principal amount

of Convertible Senior Notes due December 15, 2025

ATLANTA, Feb. 23, 2023 – Southern Company (NYSE: SO) today announced an offering of $1.5 billion in aggregate principal amount of its convertible senior notes due December 15, 2025 (the “Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, Southern Company expects to grant the initial purchasers of the Convertible Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Convertible Notes are first issued, up to an additional $225 million in aggregate principal amount of the Convertible Notes.

Final terms of the Convertible Notes, including the initial conversion price, interest rate and certain other terms of the Convertible Notes, will be determined at the time of pricing. The Convertible Notes will be senior, unsecured obligations of Southern Company. Interest on the Convertible Notes will be paid semiannually. The Convertible Notes will mature on December 15, 2025, unless repurchased or converted in accordance with their terms prior to such date.

Prior to September 15, 2025, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods. Thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, Southern Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of Southern Company’s common stock, or a combination of cash and shares of common stock, at Southern Company’s election, in respect of the remainder, if any, of Southern Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

Southern Company intends to use the net proceeds from this offering to repay all or a portion of its outstanding commercial paper borrowings. Southern Company intends to use any remaining proceeds for general corporate purposes, which may include investment in its subsidiaries.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The offer and sale of the Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and the Convertible Notes and such shares of common stock may not be offered or sold without registration or an applicable exemption from registration requirements.

About Southern Company

Southern Company (NYSE: SO) is a leading energy provider serving 9 million residential and commercial customers across the Southeast and beyond through its family of companies. The company has electric operating companies in three states, natural gas distribution companies in four states, a competitive generation company, a leading distributed energy distribution company with national capabilities, a fiber optics network and telecommunications services.

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 planned offering of the Convertible Notes and the expected use of proceeds from the offering. 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 Southern Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: global and U.S. economic conditions, including impacts from recession, inflation, interest rate fluctuations, and financial market conditions, and the results of financing efforts; access to capital markets and other financing sources; changes in Southern Company's credit ratings; and catastrophic events such as fires, earthquakes, explosions, floods, tornadoes, hurricanes and other storms, droughts, pandemic health events, political unrest, wars, or other similar occurrences. Southern Company expressly disclaims any obligation to update any forward‐looking information.

XML

Cover Page Document	Feb. 23, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 23, 2023
Entity File Number	1-3526
Entity Registrant Name	The Southern Company
Entity Tax Identification Number	58-0690070
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	30 Ivan Allen Jr. Boulevard, N.W
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30308
City Area Code	404
Local Phone Number	506-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000092122
Amendment Flag	false
Common Stock, par value $5 per share
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $5 per share
Trading Symbol	SO
Security Exchange Name	NYSE
Series 2017B 5.25% Junior Subordinated Notes due 2077
Document Information [Line Items]
Title of 12(b) Security	Series 2017B 5.25% Junior Subordinated Notes due 2077
Trading Symbol	SOJC
Security Exchange Name	NYSE
Series 2020A 4.95% Junior Subordinated Notes Due 2080 [Member]
Document Information [Line Items]
Title of 12(b) Security	Series 2020A 4.95% Junior Subordinated Notes due 2080
Trading Symbol	SOJD
Security Exchange Name	NYSE
Series 2020C 4.20% Junior Subordinated Notes due 2060
Document Information [Line Items]
Title of 12(b) Security	Series 2020C 4.20% Junior Subordinated Notes due 2060
Trading Symbol	SOJE
Security Exchange Name	NYSE
Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081
Document Information [Line Items]
Title of 12(b) Security	Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081
Trading Symbol	SO 81
Security Exchange Name	NYSE