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424B5
SOUTHERN CO GAS filed this Form 424B5 on 09/08/2016
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UNDERWRITING
Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to each of the underwriters named below for whom J.P. Morgan Securities LLC, Mizuho Securities USA Inc., MUFG Securities Americas Inc. and SunTrust Robinson Humphrey, Inc. are acting as representatives and each of the underwriters has severally agreed to purchase from us the principal amount of the senior notes set forth opposite its name below:
Underwriters
Principal Amount
of Senior Notes
J.P. Morgan Securities LLC
$
Mizuho Securities USA Inc.
 
MUFG Securities Americas Inc.
 
SunTrust Robinson Humphrey, Inc.
 
BB&T Capital Markets, a division of BB&T Securities, LLC
 
CIBC World Markets Corp.
 
Fifth Third Securities, Inc.
 
TD Securities (USA) LLC
 
Drexel Hamilton, LLC
 
Loop Capital Markets LLC
 
Samuel A. Ramirez & Company, Inc.
 
The Williams Capital Group, L.P.
 
Total
$
The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the senior notes are subject to, among other things, the approval of certain legal matters by their counsel and certain other conditions. In the underwriting agreement, the underwriters have severally agreed, subject to the terms and conditions set forth therein to purchase all of the senior notes offered hereby, if any of the senior notes are purchased.
The underwriters propose to offer the senior notes to the public at the public offering price set forth on the cover page of this prospectus supplement and may offer the senior notes to certain dealers at such price less a concession not in excess of          % of the principal amount per senior note. The underwriters may allow, and such dealers may reallow, a concession not in excess of             % of the principal amount per senior note. After the initial public offering, the offering price and other selling terms may be changed.
The senior notes are a new issue of securities with no established trading market. The senior notes will not be listed on any securities exchange or on any automated dealer quotation system. The underwriters may make a market in the senior notes after completion of the offering, but will not be obligated to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the senior notes or that an active public market for the senior notes will develop. If an active public trading market for the senior notes does not develop, the market price and liquidity of the senior notes may be adversely affected.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Our expenses associated with the offer and sale of the senior notes (not including the underwriting discount) are estimated to be $                        .
We have agreed with the underwriters, that during the period of 15 days from the date of the underwriting agreement, we will not sell, offer to sell, grant any option for the sale of, or otherwise dispose of any senior notes, any security convertible into, exchangeable into or exercisable for the senior notes or any debt securities substantially similar to the senior notes (except for the senior notes issued pursuant to the underwriting agreement and the proposed % senior notes due 20 being offered concurrently with the senior notes), without the prior written consent of the representatives. This agreement does not apply to issuances of commercial paper or other debt securities with scheduled maturities of less than one year.
In order to facilitate the offering of the senior notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the senior notes. Specifically, the underwriters may over-allot in connection with this offering, creating short positions in the senior notes for their own accounts. In addition, to cover over-allotments or to stabilize the price of the senior notes, the underwriters may bid for, and purchase, senior notes in the open market. Finally, the underwriters may reclaim selling concessions allowed to the underwriters or dealers for distributing senior notes in this offering, if the underwriters repurchase previously distributed senior notes in transactions to cover short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the senior notes

S-12

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