Document


Filed Pursuant to Rule 433
Registration No. 333-202413
November 17, 2017
PRICING TERM SHEET
(To Preliminary Prospectus Supplement dated November 17, 2017)
 
 
Issuer:
The Southern Company
Security:
Series 2017B 5.25% Junior Subordinated Notes due December 1, 2077
Format:
SEC Registered
Trade Date:
November 17, 2017
Expected Settlement Date:
November 22, 2017 (T+3)
Expected Ratings:*
Baa3 (Stable)/BBB (Negative)/BBB (Negative Watch)(Moody’s/Standard & Poor’s/Fitch)
Principal Amount:
$450,000,000
Over-allotment Option:
None
Denominations:
$25.00 and integral multiples of $25.00 in excess thereof
Initial Public Offering Price:
$25.00 per security
Purchase Prices:
$24.2125 per security (for sales to non-institutions)
$24.50 per security (for sales to institutions)
Maturity Date:
December 1, 2077
Coupon:
5.25%
Optional Deferral:
Up to 40 consecutive quarterly periods per deferral
Optional Redemption:
Redeemable, in whole or in part, on or after December 1, 2022 at 100% of the principal amount, plus any accrued and unpaid interest
Call for Tax Event:
Prior to December 1, 2022, at any time at 101% of the principal amount, plus any accrued and unpaid interest
Call for Rating Agency Event:
Prior to December 1, 2022, at any time at 102% of the principal amount, plus any accrued and unpaid interest
Interest Payment Dates:
Quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on March 1, 2018
CUSIP/ISIN:
842587 404/US8425874042
Joint Book-Running Managers:
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
                    Incorporated
Morgan Stanley & Co. LLC
UBS Securities LLC
Wells Fargo Securities, LLC
Senior Co-Managers:
BNP Paribas Securities Corp.
Goldman Sachs & Co. LLC
Scotia Capital (USA) Inc.
U.S. Bancorp Investments, Inc.
Co-Managers:
BB&T Capital Markets, a division of BB&T Securities, LLC
BBVA Securities Inc.
TD Securities (USA) LLC
MFR Securities, Inc.
Samuel A. Ramirez & Company, Inc.






* 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 1-404-506-0776, J.P. Morgan Securities LLC collect at 212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, Morgan Stanley & Co. LLC toll-free at 1-800-584-6837, UBS Securities LLC toll-free at 1-888-827-7275 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.