By Abigail W. Adams
Portland, Me., Aug. 14 – Southern Co. priced $1.5 billion, or 30 million, three-year par of $50 series A equity units after the market close on Tuesday with a dividend of 6.75% with a threshold appreciation premium of 20%, according to an FWP filing with the Securities and Exchange Commission.
Price talk had been for a dividend of 6.625% to 7.125% and a threshold appreciation premium of 17.5% to 22.5%, according to a market source.
Goldman Sachs & Co. LLC, Barclays, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., BofA Securities Inc., J.P. Morgan Securities LLC, Scotia Howard Weil and Wells Fargo Securities LLC are the bookrunners for the registered offering, which carries a greenshoe of $225 million, or 4.5 million equity units.
The units will consist of a purchase contract for common stock, a beneficial ownership interests in 1/40th of the company’s par of $1,000 junior subordinated notes due 2024 and a beneficial ownership interest in 1/40th of the company’s par of $1,000 junior subordinated notes due 2027.
The purchase contract will settle on Aug. 1, 2022. The contract will be subject to an early settlement date upon the occurrence of a fundamental change. There is standard dividend protection.
Proceeds will be used to repay the company’s short-term debt and for general corporate purposes.
Southern Co. is an Atlanta-based energy company.
| Issuer: | Southern Co.
|
| Securities: | Series A equity units
|
| Amount: | $1.5 billion or 30 million units
|
| Greenshoe: | $225 million or 4.5 million units
|
| Maturity: | Aug. 1, 2022
|
| Bookrunners: | Goldman Sachs & Co. LLC, Barclays, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., BofA Securities Inc., J.P. Morgan Securities LLC, Scotia Howard Weil and Wells Fargo Securities LLC
|
| Dividend: | 6.75%
|
| Price: | Par of $50
|
| Yield: | 6.75%
|
| Threshold premium: | 20%
|
| Threshold price: | $68.64
|
| Conversion rate: | Minimum of 0.7284 and maximum of 0.8741
|
| Pricing date: | Aug. 13
|
| Settlement date: | Aug. 16
|
| Distribution: | Registered
|
| Talk: | Dividend of 6.625% to 7.125% and threshold appreciation premium of 17.5% to 22.5%
|
| Stock symbol: | NYSE: SO
|
| Stock price: | $57.20 at market close Aug. 13
|
| Market capitalization: | $59.74 billion
|
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