| Filed Pursuant to Rule 433 | |||||
| Registration No. 333-277138 | |||||
| February 26, 2024 | |||||
| PRICING TERM SHEET | |||||
| (To Preliminary Prospectus Supplement dated February 26, 2024) | |||||
| Issuer: | The Southern Company | ||||
| Security: | Series 2023E 5.70% Senior Notes due March 15, 2034 | ||||
| Expected Ratings:* | Baa2 (Positive)/BBB (Positive)/BBB+ (Stable) (Moody’s/Standard & Poor’s/Fitch) | ||||
| Principal Amount: | $400,000,000 (Reopening of $700,000,000 of Series 2023E 5.70% Senior Notes due March 15, 2034 issued on September 8, 2023) | ||||
| Initial Public Offering Price: | 101.831% plus accrued interest from September 8, 2023 | ||||
| Maturity Date: | March 15, 2034 | ||||
| Treasury Benchmark: | 4.000% due February 15, 2034 | ||||
| Benchmark Treasury Yield: | 4.281% | ||||
| Spread to Treasury: | +117 basis points | ||||
| Re-offer Yield: | 5.451% | ||||
| Optional Redemption: | |||||
| Make-Whole Call: | T+25 basis points | ||||
| Par Call: | On or after September 15, 2033 at 100% | ||||
| Coupon: | 5.70% | ||||
| Interest Payment Dates: | March 15 and September 15 of each year, beginning on March 15, 2024 | ||||
| Format: | SEC Registered | ||||
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | ||||
| CUSIP/ISIN: | 842587 DT1/US842587DT18 | ||||
| Trade Date: | February 26, 2024 | ||||
| Expected Settlement Date: | February 28, 2024 (T+2) | ||||
| Joint Book-Running Managers: | BofA Securities, Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. | ||||
| Co-Managers: | BBVA Securities Inc. Intesa Sanpaolo IMI Securities Corp. Loop Capital Markets LLC Huntington Securities, Inc. Academy Securities, Inc. Cabrera Capital Markets LLC Drexel Hamilton, LLC Hancock Whitney Investment Services, Inc. Samuel A. Ramirez & Company, Inc. Independence Point Securities LLC | ||||
| Concurrent Offering: | $400,000,000 additional amount of Series 2023D 5.50% Senior Notes due March 15, 2029, expected to be issued on February 28, 2024. The closing of the offering of the additional Series 2023E Senior Notes is not contingent on the closing of the concurrent offering. | ||||
| * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. | ||
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling The Southern Company collect at 1-404-506-5579, BofA Securities, Inc. toll free at 1-800-294-1322 (or by email at dg.prospectus_requests@bofa.com), Morgan Stanley & Co. LLC toll free at 1-866-718-1649, RBC Capital Markets, LLC toll free at 1-866-375-6829, Scotia Capital (USA) Inc. toll free at 1-800-372-3930 or U.S. Bancorp Investments, Inc. toll free at 1-877-558-2607. | ||
