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
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| Date of Report (Date of earliest event reported) | January 6, 2020 | |
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| | Commission File Number | | Registrant, State of Incorporation, Address and Telephone Number | | I.R.S. Employer Identification No. | |
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| | 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:
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| ☐ | 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:
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| 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 2015A 6.25% Junior
Subordinated Notes due 2075 | SOJA | New York Stock Exchange |
| The Southern Company | Series 2016A 5.25% Junior
Subordinated Notes due 2076 | SOJB | New York Stock Exchange |
| The Southern Company | Series 2017B 5.25% Junior
Subordinated Notes due 2077 | SOJC | New York Stock Exchange |
| The Southern Company | 2019 Series A Corporate Units | SOLN | 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 January 6, 2020, The Southern Company (the “Company”) entered into an Underwriting Agreement covering the issuance and sale of $1,000,000,000 aggregate principal amount of its Series 2020A 4.95% Junior Subordinated Notes due January 30, 2080 (the “Series 2020A Junior Subordinated Notes”). The Series 2020A Junior Subordinated Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement (Registration No. 333-223128) of the Company.
Item 9.01. Financial Statements and Exhibits.
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| (d) Exhibits. |
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| 1.3 | Underwriting Agreement relating to the Series 2020A Junior Subordinated Notes, dated January 6, 2020, among the Company and BofA Securities, Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several Underwriters named in Schedule I thereto. |
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| 4.4 | |
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| 4.9 | Form of the Series 2020A Junior Subordinated Note (included in Exhibit 4.4 above). |
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| 5.1 | |
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| 8.1 | |
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| 23.1 | Consent of Troutman Sanders LLP (included in Exhibit 5.1 above). |
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| 23.2 | Consent of Troutman Sanders LLP (included in Exhibit 8.1 above). |
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| 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.
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| Date: January 9, 2020 | | THE SOUTHERN COMPANY | |
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| | | By: | /s/Melissa K. Caen | |
| | | | Melissa K. Caen Assistant Secretary | |
