SO · 8-K · 20260803PR000058
Convertible Note Repurchase
SOUTHERN CO · 2026-08-03 · Importance 40 · Surprise 42 · In source text
Southern Company intends to use part of the new offering proceeds to repurchase portions of its Series 2024A 4.50% convertible senior notes due June 15, 2027, and Series 2025A 3.25% convertible senior notes due June 15, 2028. The repurchases will occur through individually negotiated private transactions with a limited number of existing noteholders, contemporaneously with or after pricing of the new offerings. Any remaining proceeds are intended for repayment of some or all outstanding short-term debt and other general corporate purposes, including potential investment in subsidiaries. The company did not specify the amount of existing notes to be repurchased or the final transaction terms.
Key facts
- Southern Company intends to use a portion of the net proceeds from the offerings to repurchase a portion of its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027. source
- Southern Company intends to use a portion of the net proceeds from the offerings to repurchase a portion of its Series 2025A 3.25% Convertible Senior Notes due June 15, 2028. source
- Southern Company intends to use any remaining net proceeds to repay all or a portion of its outstanding short-term debt and for other general corporate purposes, which may include investment in its subsidiaries. source
- Southern Company intends to repurchase the Existing Convertible Notes through individually negotiated transactions with a limited number of holders effected through one of the initial purchasers of the Convertible Notes or its affiliate. source
- Contemporaneously with the pricing of the Convertible Notes Southern Company expects to enter into one or more separate and privately negotiated transactions with a limited number of holders of the Existing Convertible Notes to use a portion of the proceeds to repurchase a portion of the Existing Convertible Notes on terms to be negotiated with each such holder. source
- Southern Company stated that the hedging activity by holders could increase (or reduce the size of any decrease in) the market price of Southern Company’s common stock or the Convertible Notes at that time and could result in higher effective conversion prices for the Convertible Notes. source
- Southern Company may also repurchase outstanding Existing Convertible Notes following the completion of the offerings of the Convertible Notes. source
- No assurance can be given as to how much, if any, of the Existing Convertible Notes will be repurchased or the terms on which they will be repurchased. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| liability | positive | probable | — | Southern Company intends to use a portion of the net proceeds from the offerings to repurchase a portion of its Series 2024A 4.50%… |
| cash | negative | probable | — | Southern Company intends to use a portion of the net proceeds from the offerings to repurchase a portion of its Series 2024A 4.50%… |
| liability | positive | probable | — | Southern Company intends to use a portion of the net proceeds from the offerings to repurchase a portion of its Series 2025A 3.25%… |
| cash | negative | probable | — | Southern Company intends to use a portion of the net proceeds from the offerings to repurchase a portion of its Series 2025A 3.25%… |
| liability | positive | probable | — | Southern Company intends to use any remaining net proceeds to repay all or a portion of its outstanding short-term debt and for other… |
| cash | negative | probable | — | Southern Company intends to use any remaining net proceeds to repay all or a portion of its outstanding short-term debt and for other… |
| assets | positive | probable | — | Southern Company intends to use any remaining net proceeds to repay all or a portion of its outstanding short-term debt and for other… |