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424B5
SOUTHERN CO GAS filed this Form 424B5 on 09/08/2016
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of, transfer of, in exchange for, or in lieu of, other securities of the series pursuant to sections 304, 305, 306, 406 or 1206 of the Indenture and, except for any senior notes which, pursuant to section 303, are deemed never to have been authenticated and delivered under the Indenture).
Optional Redemption
We may redeem the senior notes, in whole or in part, at our option, at any time on or after                 , 20       (       months prior to maturity) at a redemption price equal to 100% of the principal amount of the senior notes to be redeemed plus accrued and unpaid interest on the senior notes being redeemed to the redemption date.
In addition, we may redeem the senior notes, in whole or in part, at our option, at any time prior to                 , 20      (      months prior to maturity) at a redemption price equal to the greater of:
100% of the principal amount of the senior notes to be redeemed, or
as determined by a Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus        basis points;
plus, in each case, accrued and unpaid interest on the senior notes to the redemption date.
“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) is equal to the Comparable Treasury Price for such redemption date.
“Comparable Treasury Issue” means the United States Treasury security selected by a Quotation Agent as having a maturity comparable to the remaining term of the senior notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such senior notes.
“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York City.
“Quotation Agent” means the Reference Treasury Dealer appointed by us.
“Reference Treasury Dealer” means each of (1) a Primary Treasury Dealer selected by each of J.P. Morgan Securities LLC, Mizuho Securities USA Inc., MUFG Securities Americas Inc. and SunTrust Robinson Humphrey, Inc., and their respective successors; and (2) any other Primary Treasury Dealers selected by us.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
We will give notice to The Depository Trust Company, or DTC, of any redemption we propose to make at least 30 days, but not more than 60 days, before the redemption date. If we redeem only some of the senior notes, it is the practice of DTC to determine by lot the amount of senior notes to be redeemed from each of its participating institutions. Notice by DTC to these participants and by participants to “street name” holders of indirect interests in the senior notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the senior notes or portions of the senior notes called for redemption.
Information Concerning the Trustee
The Bank of New York Mellon Trust Company, N.A. is the trustee under the Indenture (which we refer to as the trustee) and has been appointed by us as the paying agent and security registrar with regard to the senior notes.
Book-Entry Only Issuance—The Depository Trust Company
The Depository Trust Company (which we refer to as DTC) will act as the initial securities depository for the senior notes. The senior notes will be issued only as fully-registered securities registered in the name of Cede & Co., DTC’s nominee, or such other name as may be requested by an authorized representative of DTC. One or more fully-registered global senior notes certificates will be issued, representing in the aggregate the total principal amount of senior notes, and

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