Southern Company (NYSE:SO) today announced offerings of $650 million in aggregate principal amount of its convertible senior notes due December 15, 2027 (the "2027 Convertible Notes") and $1.5 billion in aggregate principal amount of its convertible senior notes due September 15, 2029 (the "2029 Convertible Notes" and, together with the 2027 Convertible Notes, the "Convertible Notes") in private placements to persons reasonably believed to be 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 options 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 $97.5 million in aggregate principal amount of the 2027 Convertible Notes and up to an additional $225 million in aggregate principal amount of the 2029 Convertible Notes.

Final terms of each series of 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, 2027 (in the case of the 2027 Convertible Notes) and September 15, 2029 (in the case of the 2029 Convertible Notes), unless earlier repurchased or converted in accordance with their terms.

Prior to September 15, 2027 (in the case of the 2027 Convertible Notes) or June 15, 2029 (in the case of the 2029 Convertible Notes), the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods. From and after September 15, 2027 (in the case of the 2027 Convertible Notes) or June 15, 2029 (in the case of the 2029 Convertible Notes), 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 of the applicable series of the Convertible Notes. Upon conversion, Southern Company will pay cash up to the aggregate principal amount of the Convertible Notes of the applicable series 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 of the applicable series being converted.

Southern Company intends to use a portion of the net proceeds from these offerings to repurchase a portion of its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 (the "Series 2024A Convertible Notes") and its Series 2025A 3.25% Convertible Senior Notes due June 15, 2028 (together with the Series 2024A Convertible Notes, the "Existing Convertible Notes"), in each case through individually negotiated transactions with a limited number of holders thereof (each, a "note repurchase transaction"), effected through one of the initial purchasers of the Convertible Notes or its affiliate. 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.