Filed Pursuant
to Rule 424(b)(2)
Registration
No. 333-202413
CALCULATION OF
REGISTRATION FEE
|
Title of
Each Class of
Securities
to be Registered |
Amount to
be Registered |
Proposed
Maximum Aggregate
Offering
Price Per Unit |
Proposed
Maximum Aggregate Offering Price |
Amount of
Registration Fee (1)(2) |
|
Series 2016
5.25%
Junior Subordinated Notes
due October 1, 2076 |
$800,000,000 |
100% |
$800,000,000 |
$80,560 |
|
(1) |
Calculated in accordance
with Rule 457(r) under the Securities Act of 1933, as
amended. |
|
(2) |
This ¡§Calculation of
Registration Fee¡¨ table shall be deemed to update the ¡§Calculation of
Registration Fee¡¨ table in The Southern Company¡¦s Registration Statement
on Form S-3 (Registration No.
333-202413). |
PROSPECTUS
SUPPLEMENT
(To Prospectus
dated March 2, 2015)
$800,000,000
Series
2016A 5.25% Junior Subordinated Notes
due
October 1, 2076
The Series 2016A
5.25% Junior Subordinated Notes due October 1, 2076 will bear interest at a
fixed rate of 5.25% per year. Interest will be payable quarterly in arrears on
January 1, April 1, July 1 and October 1 of each year, beginning on January 1,
2017. The Series 2016A Junior Subordinated Notes will be issued in registered
form and in denominations of $25.00 and integral multiples of $25.00 in excess
thereof. The Series 2016A Junior Subordinated Notes will mature on October 1,
2076.
So long as no Event
of Default has occurred and is continuing, The Southern Company may defer
interest payments on the Series 2016A Junior Subordinated Notes on one or more
occasions for up to 40 consecutive quarterly periods as described in this
Prospectus Supplement. Deferred interest payments will accrue additional
interest at a rate equal to the interest rate then applicable to the Series
2016A Junior Subordinated Notes, compounded quarterly, to the extent permitted
by applicable law.
The Southern
Company may redeem the Series 2016A Junior Subordinated Notes at its option at
the times and the prices described in this Prospectus Supplement.
The Series 2016A
Junior Subordinated Notes are a new issue of securities with no established
trading market. The Southern Company intends to apply to list the Series 2016A
Junior Subordinated Notes on the New York Stock Exchange. If the application is
approved, The Southern Company expects trading in the Series 2016A Junior
Subordinated Notes to begin within 30 days after the date that the Series 2016A
Junior Subordinated Notes are first issued.
See ¡§RISK
FACTORS¡¨ beginning on page S-7 for a description of certain risks associated
with investing in the Series 2016A Junior Subordinated Notes.
|
Per Series 2016A Junior
Subordinated Note |
Total | ||||
|
Initial
public offering price (1) |
100.00% |
$ |
800,000,000 |
| |
|
Underwriting
discount (2) |
3.15% |
$ |
25,200,000 |
| |
|
Proceeds,
before expenses, to The Southern Company (2) |
96.85% |
$ |
774,800,000 |
| |
(1) Plus accrued
interest, if any, from the date of original issuance of the Series 2016A Junior
Subordinated Notes, which is expected to be September 15, 2016.
(2) An underwriting discount of $0.7875
per Series 2016A Junior Subordinated Note (or up to $25,200,000 for all Series
2016A Junior Subordinated Notes) will be deducted from the proceeds paid to The
Southern Company by the underwriters. However, the discount will be $0.50 per
Series 2016A Junior Subordinated Note for sales to institutions and, to the
extent of such institutional sales, the total underwriting discount will be less
than the amount set forth in the above table. As a result of sales to
institutions, the total proceeds to The Southern Company increased by $699,775.
Certain other expenses of the offering will be paid by The Southern Company. See
¡§Underwriting.¡¨
Neither the
Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this
Prospectus Supplement or the accompanying Prospectus. Any representation to the
contrary is a criminal offense.
The Series 2016A
Junior Subordinated Notes are expected to be delivered on or about September 15,
2016 through the book-entry facilities of The Depository Trust Company
for the accounts of
its participants, including Euroclear Bank S.A./N.V. or Clearstream
Banking, société
anonyme, Luxembourg.
Joint
Book-Running Managers
|
BofA
Merrill Lynch |
Morgan
Stanley |
UBS
Investment Bank |
Wells
Fargo Securities | |||
|
Senior
Co-Managers | ||||||||
|
Citigroup |
Goldman,
Sachs & Co. |
J.P.
Morgan |
Mizuho
Securities | |||||
September 12,
2016
No dealer,
salesperson or other person is authorized to give any information or to
represent anything not contained in this Prospectus Supplement, the accompanying
Prospectus or any written communication from The Southern Company or the
underwriters specifying the final terms of the offering. Neither The Southern
Company nor any underwriter takes any responsibility for, nor can it provide any
assurance as to the reliability of, any other information that others may give
you. This Prospectus Supplement, the accompanying Prospectus and any written
communication from The Southern Company or the underwriters specifying the final
terms of the offering is an offer to sell only the Series 2016A Junior
Subordinated Notes offered hereby, and only under circumstances and in
jurisdictions where it is lawful to do so. The information incorporated by
reference or contained in this Prospectus Supplement, the accompanying
Prospectus and any written communication from The Southern Company or the
underwriters specifying the final terms of the offering is current only as of
its respective date.
__________________________
TABLE OF
CONTENTS
|
Page | |||
|
Prospectus
Supplement |
|||
|
Summary |
S-3 |
|
|
|
Risk Factors |
S-7 |
|
|
|
Selected Financial
Information |
S-8 |
|
|
|
Use of
Proceeds |
S-9 |
|
|
|
Description of the Series
2016A Junior Subordinated Notes |
S-9 |
|
|
|
Material United States
Federal Income Tax Considerations |
S-15 |
|
|
|
Underwriting (Conflicts of
Interest) |
S-21 |
|
|
|
Experts |
S-25 |
|
|
|
Prospectus |
|||
|
About this
Prospectus |
1 |
|
|
|
Risk Factors |
1 |
|
|
|
Available
Information |
1 |
|
|
|
Incorporation of Certain
Documents by Reference |
1 |
|
|
|
The Southern
Company |
2 |
|
|
|
Certain
Ratios |
2 |
|
|
|
Use of
Proceeds |
2 |
|
|
|
Description of the Common
Stock |
3 |
|
|
|
Description of the Senior
Notes |
3 |
|
|
|
Description of the Junior
Subordinated Notes |
6 |
|
|
|
Plan of
Distribution |
10 |
|
|
|
Legal
Matters |
11 |
|
|
|
Experts |
11 |
|
|
S-2
SUMMARY
The following
summary is qualified in its entirety by, and should be read together with, the
more detailed information that is included elsewhere in this Prospectus
Supplement and the accompanying Prospectus, as well as the information that is
incorporated or deemed to be incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. Investing in the Series 2016A Junior
Subordinated Notes involves risks. See ¡§Risk Factors¡¨ beginning on page S-7 in
this Prospectus Supplement.
The Southern
Company
The Southern
Company (the ¡§Company¡¨) was incorporated under the laws of Delaware on November
9, 1945. The Company is registered and qualified to do business under the laws
of Georgia and is qualified to do business as a foreign corporation under the
laws of Alabama. The principal executive offices of the Company are located at
30 Ivan Allen Jr. Boulevard, N.W., Atlanta, Georgia 30308, and the telephone
number is (404) 506-5000.
The Offering
|
Issuer |
The Southern
Company. |
|
Security
Offered |
The Company is offering
$800,000,000 aggregate principal amount of its Series 2016A 5.25% Junior
Subordinated Notes due October 1, 2076. The Series 2016A Junior
Subordinated Notes will be issued in registered form and in denominations
of $25.00 and integral multiples of $25.00 in excess
thereof. |
|
Maturity |
The Series 2016A Junior
Subordinated Notes will mature on October 1,
2076. |
|
Interest
Rate |
The Series 2016A Junior
Subordinated Notes will bear interest at a fixed rate of 5.25% per
year. |
|
Interest
Payment Dates |
Subject to the Company¡¦s
right to defer interest payments as described below, interest on the
Series 2016A Junior Subordinated Notes will be payable quarterly in
arrears on January 1, April 1, July 1 and October 1 of each year (each, an
¡§Interest Payment Date¡¨), beginning on January 1,
2017. |
|
Option to
Defer Interest Payments |
So long as no Event of
Default (as defined herein) has occurred and is continuing, at the
Company¡¦s option, it may, on one or more occasions, defer payment of all
or part of the current and accrued interest otherwise due on the Series
2016A Junior Subordinated Notes by extending the interest payment period
for up to 40 consecutive quarterly periods (each period, commencing on the
date that the first such interest payment would otherwise have been made,
an ¡§Optional Deferral Period¡¨). In other words, the Company may declare at
its discretion up to a 10-year interest payment moratorium on the Series
2016A Junior Subordinated Notes and may choose to do so on more than one
occasion. A deferral of interest payments may not extend beyond the
maturity date of the Series 2016A Junior Subordinated Notes or end on a
day other than an Interest Payment
Date. |
|
Any deferred interest on the
Series 2016A Junior Subordinated Notes will accrue additional interest at
a rate of 5.25% per year, compounded quarterly, to the extent permitted
under applicable law. Once the Company pays all deferred interest payments
on the Series 2016A Junior Subordinated Notes, including any additional
interest accrued on the deferred interest, it can again defer interest
payments on the Series 2016A Junior Subordinated Notes as described above,
but not beyond the maturity date of the Series 2016A Junior Subordinated
Notes. | |
S-3
|
The Company is required to
provide to the Subordinated Note Indenture Trustee (as defined herein)
written notice of any optional deferral of interest at least 10 and not
more than 60 Business Days (as defined herein) prior to the earlier of (1)
the next applicable Interest Payment Date or (2) the date, if any, upon
which the Company is required to give notice of such Interest Payment Date
or the record date therefor to the New York Stock Exchange or any
applicable self-regulatory organization. The Subordinated Note Indenture
Trustee is required to promptly forward any such notice to each holder of
record of the Series 2016A Junior Subordinated
Notes. | |
|
If the Company elects to
defer interest on the Series 2016A Junior Subordinated Notes for one or
more Optional Deferral Periods, the beneficial owners of the Series 2016A
Junior Subordinated Notes will be required to accrue income for United
States federal income tax purposes in the amount of the accrued and unpaid
interest payments on the Series 2016A Junior Subordinated Notes, in the
form of original issue discount, even though cash interest payments are
deferred and even though the beneficial owners may be cash-basis
taxpayers. | |
|
Certain
Restrictions during Optional Deferral Period |
During an Optional Deferral
Period, the Company will not be permitted to do any of the following, with
certain limited exceptions described below under ¡§Description of the
Series 2016A Junior Subordinated Notes¡XCertain Limitations During an
Optional Deferral Period¡¨: |
|
l |
declare or pay any dividend
or make any distributions with respect to, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of the capital stock of
the Company; or | ||
|
l
|
make any payment of interest
on, principal of or premium, if any, on or repay, repurchase or redeem any
of the Company¡¦s debt securities (including guarantees) that rank equally
with or junior in right of payment to the Series 2016A Junior Subordinated
Notes. | ||
|
Optional
Redemption |
The Company may redeem the
Series 2016A Junior Subordinated Notes at its option before their
maturity: |
|
l
|
in whole or in part, on one
or more occasions, on or after October 1, 2021 at 100% of their principal
amount, plus any accrued and unpaid interest
thereon; | ||
|
l
|
in whole, but not in part,
before October 1, 2021 at 100% of their principal
amount, plus any accrued and unpaid interest thereon, if certain changes
in tax laws, regulations or interpretations occur;
or | ||
|
l
|
in whole, but not in part,
before October 1, 2021 at 102% of their principal amount, plus any accrued
and unpaid interest thereon, if a rating agency makes certain changes in
the equity credit criteria for securities such as the Series 2016A Junior
Subordinated Notes. | ||
|
For a more complete
description of the circumstances under and the redemption prices at which
the Series 2016A Junior Subordinated Notes may be redeemed, see
¡§Description of the Series 2016A Junior Subordinated Notes¡XOptional
Redemption,¡¨ ¡§Description of the Series 2016A Junior Subordinated
Notes¡XRight to Redeem Upon a Tax Event¡¨ and ¡§Description of the Series
2016A Junior Subordinated Notes¡XRight to Redeem Upon a Rating Agency
Event¡¨ in this Prospectus
Supplement. | |
S-4
|
Subordination;
Ranking |
The Company¡¦s obligations
under the Series 2016A Junior Subordinated Notes are unsecured and rank
junior in right of payment to all of the Company¡¦s ¡§Senior Indebtedness,¡¨
whether presently existing or from time to time hereafter incurred,
created, assumed or existing, as defined below under ¡§Description of the
Junior Subordinated Notes¡XSubordination¡¨ in the accompanying Prospectus.
As of June 30, 2016, the Senior Indebtedness of the Company, on an
unconsolidated basis, aggregated approximately $11.4
billion. |
|
Since the Company is a
holding company, its right and, hence, the right of its creditors
(including holders of the Series 2016A Junior Subordinated Notes) to
participate in any distribution of the assets of any subsidiary of the
Company, whether upon liquidation, reorganization or otherwise, is
structurally subordinated to claims of creditors and preferred and
preference stockholders of each subsidiary. As of June 30, 2016, on a
consolidated basis, the Company had approximately $38.4 billion of
outstanding long-term debt (including securities due within one year), of
which approximately $26.1 billion was long-term debt (including securities
due within one year) of the Company¡¦s subsidiaries. In addition, the
Company had approximately $1.4 billion of short-term notes payable, of
which approximately $1.3 billion was short-term notes payable of the
Company¡¦s subsidiaries. In addition, as of June 30, 2016, the Company¡¦s
subsidiaries had approximately $0.7 billion of preferred and preference
stock outstanding. The information set forth above as of June 30, 2016
does not reflect the Company¡¦s acquisition of Southern Company Gas
(formerly known as AGL Resources Inc.), which was completed on July 1,
2016. For unaudited pro forma condensed combined consolidated financial
information giving effect to this acquisition, see the Company¡¦s Current
Report on Form 8-K dated August 8, 2016, which is incorporated by
reference in this Prospectus
Supplement. | |
|
There are no terms of the
Series 2016A Junior Subordinated Notes that limit the Company¡¦s ability to
incur additional Senior Indebtedness, or that limit its subsidiaries¡¦
ability to incur additional debt or other liabilities or issue preferred
and preference stock. | |
|
Events of
Default |
The following are the Events
of Default with respect to the Series 2016A Junior Subordinated
Notes: |
|
l
|
failure to pay principal of,
or premium, if any, on or interest on the Series 2016A Junior Subordinated
Notes when due at maturity or earlier
redemption; | ||
|
l
|
failure to pay interest on
the Series 2016A Junior Subordinated Notes when due and payable (other
than at maturity or upon earlier redemption) that continues for 30 days
(subject to the Company¡¦s right to optionally defer interest payments);
or | ||
|
l
|
certain events of
bankruptcy, insolvency or reorganization involving the
Company. | ||
|
Listing |
The Company intends to apply
to list the Series 2016A Junior Subordinated Notes on the New York Stock
Exchange. If the application is approved, the Company expects trading in
the Series 2016A Junior Subordinated Notes to begin within 30 days after
the date that the Series 2016A Junior Subordinated Notes are first
issued. |
|
No
Sinking Fund |
The Series 2016A Junior
Subordinated Notes do not have the benefit of a sinking
fund. |
S-5
|
Use
of Proceeds |
The net
proceeds from the sale of the Series 2016A Junior Subordinated Notes will
be used by the Company to repay short-term indebtedness that was incurred
to fund the maturity of the Company¡¦s $500,000,000 aggregate principal
amount of Series 2011A 1.95% Senior Notes due September 1, 2016 and for
other general corporate purposes, including investment by the Company in
its subsidiaries. The Company¡¦s short-term indebtedness aggregated
approximately $276,000,000 as of September 9,
2016. |
|
Conflicts
of Interest |
Certain of the underwriters
or their affiliates may hold a portion of the short-term indebtedness that
the Company intends to repay using a portion of the net proceeds from the
sale of the Series 2016A Junior Subordinated Notes. It is possible that
one or more of the underwriters or their affiliates could receive 5% or
more of the net proceeds from the sale of the Series 2016A Junior
Subordinated Notes, and, in that case, such underwriter would be deemed to
have a ¡§conflict of interest¡¨ within the meaning of Financial Industry
Regulatory Authority (¡§FINRA¡¨) Rule 5121. In the event of any such
conflict of interest, such underwriter would be required to conduct the
distribution of the Series 2016A Junior Subordinated Notes in accordance
with FINRA Rule 5121. If the distribution is conducted in accordance with
FINRA Rule 5121, such underwriter would not be permitted to confirm a sale
of a Series 2016A Junior Subordinated Note in this offering to an account
over which it exercises discretionary authority without the prior specific
written approval of the account
holder. |
|
Book-Entry |
The Series 2016A Junior
Subordinated Notes will be represented by one or more global securities
that will be deposited with a custodian for and registered in the name of
The Depository Trust Company, New York, New York (¡§DTC¡¨) or its nominee.
This means that investors will not receive a certificate for their Series
2016A Junior Subordinated Notes but, instead, will hold their interest
through DTC¡¦s system. |
|
Further
Issues |
The Company may, without the
consent of the holders, issue additional junior subordinated notes that
will constitute one series and be fungible with the Series 2016A Junior
Subordinated Notes. |
|
Governing
Law |
New York.
|
|
Risk
Factors |
An investment in the Series
2016A Junior Subordinated Notes involves risks. A prospective investor
should carefully consider the discussion of risks in ¡§Risk Factors¡¨ in
this Prospectus Supplement and the other information in this Prospectus
Supplement and the accompanying Prospectus before deciding whether an
investment in the Series 2016A Junior Subordinated Notes is suitable for
such investor. |
S-6
RISK
FACTORS
Investing in the Series 2016A
Junior Subordinated Notes involves risk. In addition to the factors described
below, please see the risk factors in the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, 2015 (the ¡§Form 10-K¡¨) and the
Company¡¦s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016,
which are incorporated by reference in this Prospectus Supplement and the
accompanying Prospectus. Before making an investment decision, you should
carefully consider these risks as well as other information contained or
incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus.
The
Series 2016A Junior Subordinated Notes are effectively subordinated to
substantially all of the Company¡¦s other debt, and the indenture governing the
Series 2016A Junior Subordinated Notes does not limit the aggregate amount of
indebtedness that may be issued by the Company.
The Company¡¦s obligations under
the Series 2016A Junior Subordinated Notes are subordinate and junior in right
of payment to all of the Company¡¦s Senior Indebtedness. This means that the
Company cannot make any payments on the Series 2016A Junior Subordinated Notes
until all holders of Senior Indebtedness have been paid in full, or provision
has been made for such payment, if such Senior Indebtedness is in default
(subject to certain exceptions for grace periods and waivers).
The indenture under which the
Series 2016A Junior Subordinated Notes will be issued does not limit the
aggregate amount of Senior Indebtedness that may be issued by the Company. As of
June 30, 2016, Senior Indebtedness of the Company, on an unconsolidated
basis, aggregated approximately $11.4 billion. Since the Company is a holding
company, the right of the Company and, hence, the right of creditors of the
Company (including holders of Series 2016A Junior Subordinated Notes) to
participate in any distribution of the assets of any subsidiary of the Company,
whether upon liquidation, reorganization or otherwise, is structurally
subordinate to the claims of creditors and preferred and preference stockholders
of each subsidiary. As of June 30, 2016, on a consolidated basis, the Company
had approximately $38.4 billion of outstanding long-term debt (including
securities due within one year), of which approximately $26.1 billion was
long-term debt (including securities due within one year) of the Company¡¦s
subsidiaries. In addition, the Company had approximately $1.4 billion of
short-term notes payable, of which approximately $1.3 billion was short-term
notes payable of the Company¡¦s subsidiaries. In addition, as of June 30, 2016,
the Company¡¦s subsidiaries had approximately $0.7 billion of preferred and
preference stock outstanding. The information set forth above as of June 30,
2016 does not reflect the Company¡¦s acquisition of Southern Company Gas, which
was completed on July 1, 2016. For unaudited pro forma condensed combined
consolidated financial information giving effect to this acquisition, see the
Company¡¦s Current Report on Form 8-K dated August 8, 2016, which is incorporated
by reference in this Prospectus Supplement.
The
Company may elect to defer interest payments on the Series 2016A Junior
Subordinated Notes at its option for one or more periods of up to 40 consecutive
quarterly periods. This may affect the market price of the Series 2016A Junior
Subordinated Notes.
The Company may elect at its
option to defer payment of all or part of the current and accrued interest
otherwise due on the Series 2016A Junior Subordinated Notes for up to 40
consecutive quarterly periods, as described under ¡§Description of the Series
2016A Junior Subordinated Notes¡XOption to Defer Interest Payments¡¨ in this
Prospectus Supplement. At the end of an Optional Deferral Period, if all amounts
due are paid, the Company could start a new Optional Deferral Period of up to 40
consecutive quarterly periods. During any Optional Deferral Period, interest on
the Series 2016A Junior Subordinated Notes would be deferred but would accrue
additional interest at a rate equal to the interest rate then applicable to the
Series 2016A Junior Subordinated Notes, compounded quarterly, to the extent
permitted by applicable law. No Optional Deferred Period may extend beyond the
maturity date or redemption date, if earlier, of the Series 2016A Junior
Subordinated Notes. If the Company exercises this interest deferral right, the
Series 2016A Junior Subordinated Notes may trade at a price that does not fully
reflect the value of accrued but unpaid interest on the Series 2016A Junior
Subordinated Notes or that is otherwise less than the price at which the Series
2016A Junior Subordinated Notes may have been traded if the Company had not
exercised such right. In addition, as a result of the Company¡¦s right to defer
interest payments, the market price of the Series 2016A Junior Subordinated
Notes may be more volatile than other securities that do not have these
rights.
Holders
of the Series 2016A Junior Subordinated Notes may have to pay taxes on interest
before they receive payments from the Company.
If the Company defers interest
payments on the Series 2016A
Junior Subordinated
Notes, a holder of the Series 2016A Junior Subordinated Notes will be required
to accrue interest income for United States federal income tax purposes in
respect of such holder¡¦s proportionate share of the accrued but unpaid interest
on the Series 2016A
Junior Subordinated
Notes, even if such holder normally reports income when received. As a result, a
holder will be required to include the accrued interest in such holder¡¦s gross
income for United States federal income tax purposes before receiving payment of
the interest. If a holder sells its Series 2016A Junior Subordinated Notes
before the record date for the first interest payment after an Optional Deferral
Period, the
S-7
accrued interest will be paid to
the holder of record on the record date, and the holder will never receive the
cash from the Company related to the accrued interest that was reported for tax
purposes. Holders should consult with their own tax advisor regarding the tax
consequences of an investment in the Series 2016A Junior Subordinated
Notes.
For more information regarding the
tax consequences of purchasing the Series 2016A Junior Subordinated Notes, see
¡§Material United States Federal Income Tax Considerations¡¨ in this Prospectus
Supplement.
An
active trading market for the Series 2016A Junior Subordinated Notes may not
develop, and any such market may be illiquid.
The Series 2016A Junior
Subordinated Notes constitute a new issue of securities with no established
trading market. The Company intends to apply to list the Series 2016A Junior
Subordinated Notes on the New York Stock Exchange. If the application is
approved, trading on the New York Stock Exchange is expected to commence within
30 days after the date that the Series 2016A Junior Subordinated Notes are first
issued. However, listing the Series 2016A Junior Subordinated Notes on the New
York Stock Exchange does not guarantee that a trading market will develop or, if
a trading market does develop, the depth or liquidity of that market or the
ability of holders to sell their Series 2016A Junior Subordinated Notes easily.
In addition, the liquidity of the trading market in the Series 2016A Junior
Subordinated Notes, and the market prices quoted therefor, may be adversely
affected by changes in the overall market for this type of security and by
changes in the Company¡¦s financial performance or prospects or in the prospects
for companies in the Company¡¦s industry generally. As a result, the Company
cannot assure holders that an active after-market for the Series 2016A Junior
Subordinated Notes will develop or be sustained or that holders of the Series
2016A Junior Subordinated Notes will be able to sell their Series 2016A Junior
Subordinated Notes at favorable prices or at all.
Rating
agencies may change their practices for rating the Series 2016A Junior
Subordinated Notes, which change may affect the market price of the Series 2016A
Junior Subordinated Notes. In addition, the Company may redeem the Series 2016A
Junior Subordinated Notes if a rating agency makes certain changes in the equity
credit methodology for securities such as the Series 2016A Junior Subordinated
Notes.
The rating agencies that currently
or may in the future publish a rating for the Company, including Moody¡¦s
Investors Service, Inc., Standard & Poor¡¦s Ratings Services and Fitch
Ratings, Inc., may, from time to time in the future, change the way they analyze
securities with features similar to the Series 2016A Junior Subordinated Notes.
This may include, for example, changes to the relationship between ratings
assigned to an issuer¡¦s senior securities and ratings assigned to securities
with features similar to the Series 2016A Junior Subordinated Notes. If the
rating agencies change their practices for rating these types of securities in
the future, and the ratings of the Series 2016A Junior Subordinated Notes are
subsequently lowered, that could have a negative impact on the trading price of
the Series 2016A Junior Subordinated Notes. In addition, the Company may redeem
the Series 2016A Junior Subordinated Notes before October 1, 2021 at its option,
in whole, but not in part, if a rating agency makes certain changes in the
equity credit methodology for securities such as the Series 2016A Junior
Subordinated Notes. See ¡§Description of the Series 2016A Junior Subordinated
Notes¡XRight to Redeem Upon a Rating Agency Event¡¨ in this Prospectus
Supplement.
SELECTED
FINANCIAL INFORMATION
The following
selected financial data for the years ended December 31, 2011 through December
31, 2015 has been derived from the Company¡¦s audited consolidated financial
statements and related notes and the unaudited selected financial data,
incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus. The following selected financial data for the six months ended June
30, 2016 has been derived from the Company¡¦s unaudited consolidated financial
statements and related notes, incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. The information set forth below is
qualified in its entirety by reference to and, therefore, should be read
together with management¡¦s discussion and analysis of results of operations and
financial condition, the consolidated financial statements and related notes and
other financial information incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. The information set forth below does
not reflect the issuance of the Series 2016A Junior Subordinated Notes offered
hereby or the use of proceeds therefrom. See ¡§Use of
Proceeds¡¨ in this Prospectus Supplement. In addition, the information set
forth below does not reflect the Company¡¦s acquisition of Southern Company Gas,
which was completed on July 1, 2016. For unaudited pro forma condensed combined
consolidated financial information giving effect to this acquisition, see the
Company¡¦s Current Report on Form 8-K dated August 8, 2016, which is incorporated
by reference in this Prospectus Supplement.
S-8
|
Six Months
Ended
June
30, | ||||||||||||||||||||||||
|
Year Ended
December 31, |
||||||||||||||||||||||||
|
2011 |
2012 |
2013 |
2014 |
2015 |
2016(1) | |||||||||||||||||||
|
(Millions,
except ratios) | ||||||||||||||||||||||||
|
Operating
Revenues |
$ |
17,657 |
|
$ |
16,537 |
|
$ |
17,087 |
|
$ |
18,467 |
|
$ |
17,489 |
|
$ |
8,451 |
| ||||||
|
Consolidated Net Income
Attributable to Southern Company |
2,203 |
|
2,350 |
|
1,644 |
|
1,963 |
|
2,367 |
|
1,097 |
| ||||||||||||
|
Ratio of Earnings to Fixed
Charges(2) |
3.87 |
|
4.13 |
|
3.14 |
|
3.43 |
|
3.94 |
|
3.21 |
| ||||||||||||
|
Capitalization
as of
June 30,
2016 | |||||||||||
|
Actual |
As
Adjusted(3) | ||||||||||
|
(Millions,
except percentages) | |||||||||||
|
Common Stockholders¡¦
Equity |
$ |
22,015 |
|
$ |
23,617 |
|
37.2 |
% | |||
|
Preferred and Preference
Stock of Subsidiaries |
609 |
609 |
|
0.9 |
| ||||||
|
Noncontrolling
Interest |
869 |
869 |
|
1.4 |
| ||||||
|
Redeemable Preferred Stock
of Subsidiaries |
118 |
118 |
|
0.2 |
| ||||||
|
Senior Notes
(4) |
29,097 |
29,297 |
|
46.1 |
| ||||||
|
Other Long-Term
Debt |
8,995 |
8,995 |
|
14.2 |
| ||||||
|
Total |
$ |
61,703 |
|
$ |
63,505 |
|
100.0 |
% | |||
______________________________
|
(1) |
Due to
seasonal variations in demand for energy, operating results for the six
months ended June 30, 2016 do not necessarily indicate operating results
for the entire year. |
|
(2) |
This ratio
is computed as follows: (i) ¡§Earnings¡¨ have been calculated by adding to
¡§Earnings Before Income Taxes¡¨ ¡§Interest expense, net of amounts
capitalized,¡¨ the interest component of
rental expense, the amortization of capitalized interest and the debt
portion of allowance for funds used during construction, less ¡§Dividends
on Preferred and Preference Stock of Subsidiaries¡¨ and (ii) ¡§Fixed
Charges¡¨ consist of interest expense, capitalized interest, ¡§Dividends on
Preferred and Preference Stock of Subsidiaries,¡¨ the interest component of
rental expense and the debt portion of allowance for funds used during
construction. In computing ¡§Fixed
Charges,¡¨ ¡§Dividends on Preferred and Preference Stock of Subsidiaries¡¨
represent the before tax earnings necessary to pay such dividends,
computed at the effective tax rates for the applicable
periods. |
|
(3) |
Reflects an adjustment to
¡§Common Stockholders Equity¡¨ related to the Company¡¦s issuance in August
2016 of 32,500,000 shares of common stock at a price of $49.30 per share.
Also reflects adjustments to ¡§Senior Notes¡¨ related to (i) the repayment
at maturity in September 2016 of the Company¡¦s $500,000,000 aggregate
principal amount of Series 2011A 1.95% Senior Notes due September 1, 2016,
(ii) the repayment at maturity in August 2016 of Georgia Power Company¡¦s
$200,000,000 aggregate principal amount of Series 2013C Floating Rate
Senior Notes due August 15, 2016 and (iii) the expected issuance in
September 2016 of (a) $350,000,000 aggregate principal amount of 2.450%
Senior Notes due October 1, 2023 and (b) $550,000,000 aggregate principal
amount of 3.950% Senior Notes due October 1, 2046 by Southern Company Gas
Capital Corporation. |
|
(4) |
Including amounts due within
one year. |
USE
OF PROCEEDS
The net proceeds
from the sale of the Series 2016A Junior Subordinated Notes will be used by the
Company to repay short-term indebtedness that was incurred to fund the maturity
of the Company¡¦s $500,000,000 aggregate principal amount of Series 2011A 1.95%
Senior Notes due September 1, 2016 and for other general corporate purposes,
including investment by the Company in its subsidiaries. The Company¡¦s
short-term indebtedness aggregated approximately $276,000,000 as of September 9,
2016.
DESCRIPTION
OF THE SERIES 2016A JUNIOR SUBORDINATED NOTES
Set forth below is
a description of the specific terms of the Series 2016A 5.25% Junior
Subordinated Notes due October 1, 2076 (the ¡§Series 2016A Junior Subordinated
Notes¡¨). This description supplements, and should be read together with, the
description of the general terms and provisions of the junior subordinated notes
set forth in the accompanying Prospectus under the
S-9
caption
¡§Description of the Junior Subordinated Notes.¡¨ The following description does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the description in the accompanying Prospectus and the
Subordinated Note Indenture (as defined below).
General
The Series 2016A
Junior Subordinated Notes will be issued as a series of junior subordinated
notes under the Subordinated Note Indenture dated as of October 1, 2015, as
supplemented (the ¡§Subordinated Note Indenture¡¨), between the Company and Wells
Fargo Bank, National Association, as trustee (the ¡§Subordinated Note Indenture
Trustee¡¨). The Series 2016A Junior Subordinated Notes will initially be issued
in the aggregate principal amount of $800,000,000. The Company may, at any time
and without the consent of the holders of the Series 2016A Junior Subordinated
Notes, issue additional notes having the same ranking and the same interest
rate, maturity and other terms as the Series 2016A Junior Subordinated Notes
(except for the public offering price and issue date and the initial interest
accrual date and initial Interest Payment Date (as defined below), if
applicable). Any additional notes having such similar terms, together with the
Series 2016A Junior Subordinated Notes, will constitute a single series of
junior subordinated notes under the Subordinated Note Indenture.
Unless earlier
redeemed, the entire principal amount of the Series 2016A Junior Subordinated
Notes will mature and become due and payable, together with any accrued and
unpaid interest thereon, on October 1, 2076. The Series 2016A Junior
Subordinated Notes are not subject to any sinking fund provision. The Series
2016A Junior Subordinated Notes are available for purchase in denominations of
$25.00 and integral multiples of $25.00 in excess thereof.
Interest
Each Series 2016A
Junior Subordinated Note will bear interest at the rate of 5.25% per annum (the
¡§Securities Rate¡¨) from the date of original issuance. Subject to the Company¡¦s
right to defer interest payments as described below, interest on the Series
2016A Junior Subordinated Notes will be payable quarterly in arrears on January
1, April 1, July 1 and October 1 of each year (each, an ¡§Interest Payment Date¡¨)
to the person in whose name such Series 2016A Junior Subordinated Note is
registered at the close of business (i) on the Business Day
immediately preceding such Interest Payment Date if the Series 2016A Junior
Subordinated Notes are in book-entry only form or (ii) on the 15th calendar day
preceding such Interest Payment Date if the Series 2016A Junior Subordinated
Notes are not in book-entry only form (whether or not a Business Day).
The
initial Interest Payment Date is January 1, 2017. The amount of interest payable
will be computed on the basis of a 360-day year of twelve 30-day months. In the
event that any date on which interest is payable on the Series 2016A Junior
Subordinated Notes is not a Business Day, then payment of the interest payable
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay), with
the same force and effect as if made on such date. ¡§Business Day¡¨ means a day
other than (i) a Saturday or Sunday, (ii) a day on which banks in New York, New
York are authorized or obligated by law or executive order to remain closed or
(iii) a day on which the Subordinated Note Indenture Trustee¡¦s corporate trust
office is closed for business.
Option to Defer
Interest Payments
So long as no
Event of Default under the Subordinated Note Indenture has occurred and is
continuing, at the Company¡¦s option, it may, on one or more occasions, defer
payment of all or part of the current and accrued interest otherwise due on the
Series 2016A Junior Subordinated Notes by extending the interest payment period
for up to 40 consecutive quarterly periods (each period, commencing on the date
that the first such interest payment would otherwise have been made, an
¡§Optional Deferral Period¡¨). A deferral of interest payments may not extend
beyond the maturity date of the Series 2016A Junior Subordinated Notes or end on
a day other than an Interest Payment Date. Any deferred interest on the Series
2016A Junior Subordinated Notes will accrue additional interest at the
Securities Rate from the applicable Interest Payment Date to the date of
payment, compounded quarterly (such deferred interest and additional interest
accrued thereon, ¡§Additional Interest¡¨), to the extent permitted under
applicable law. No interest will be due and payable on the Series 2016A Junior
Subordinated Notes until the end of an Optional Deferral Period, except upon a
redemption of the Series 2016A Junior Subordinated Notes during such Optional
Deferral Period.
At the end of an
Optional Deferral Period or on any redemption date, the Company will be
obligated to pay all accrued and unpaid interest, including any Additional
Interest. Once the Company pays all accrued and unpaid interest payments on the
Series 2016A Junior Subordinated Notes, including any Additional Interest, the
Company can again defer interest payments on the Series 2016A Junior
Subordinated Notes as
described above, but not beyond the maturity date of the Series 2016A Junior
Subordinated Notes.
S-10
The Company is
required to provide to the Subordinated Note Indenture Trustee written notice of
any optional deferral of interest at least 10 and not more than 60 Business Days
prior to the earlier of (1) the next applicable Interest Payment Date or
(2) the date, if any, upon which it is required to give notice of such
Interest Payment Date or the record date therefor to the New York Stock Exchange
or any applicable self-regulatory organization. In addition, the Company is
required to deliver to the Subordinated Note Indenture Trustee an officers¡¦
certificate stating that no default or Event of Default shall have occurred and
be continuing. Subject to receipt of the officers¡¦ certificate, the Subordinated Note
Indenture Trustee is required to promptly forward such notice to each holder of
record of Series 2016A Junior Subordinated Notes.
Certain
Limitations During an Optional Deferral Period
During an Optional Deferral Period,
subject to the exceptions noted below, the Company shall not:
|
• |
declare or pay any dividend
or make any distributions with respect to, or redeem, purchase, acquire or
make a liquidation payment with respect to, any of its capital stock, or
|
|
• |
make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem
any debt securities (including guarantees) issued by the Company which
rank equally with or junior to the Series 2016A Junior Subordinated
Notes. |
None of the foregoing, however, shall
restrict:
|
• |
any of the actions described
in the preceding sentence resulting from any reclassification of the
Company¡¦s capital stock or the exchange or conversion of one class or
series of the Company¡¦s capital stock for another class or series of the
Company¡¦s capital stock; |
|
• |
the purchase of fractional
interests in shares of the Company¡¦s capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security
being converted or exchanged; |
|
• |
dividends, payments or
distributions payable in shares of capital stock;
|
|
• |
redemptions, purchases or
other acquisitions of shares of capital stock in connection with any
employment contract, incentive plan, benefit plan or other similar
arrangement of the Company or any of its subsidiaries or in connection
with a dividend reinvestment or stock purchase plan; or
|
|
• |
any declaration of a
dividend in connection with implementation of any stockholders¡¦ rights
plan, or the issuance of rights, stock or other property under any such
plan, or the redemption, repurchase or other acquisition of any such
rights pursuant thereto. |
Optional
Redemption
At any time and from time to time
on or after October 1, 2021, the Series 2016A Junior Subordinated Notes will be
subject to redemption at the option of the Company in whole or in part upon not
less than 30 nor more than 60 days¡¦ notice, at a redemption price equal to 100%
of the principal amount of the Series 2016A Junior Subordinated Notes being
redeemed plus accrued and unpaid interest (including any Additional Interest) on
the Series 2016A Junior Subordinated Notes being redeemed to the redemption
date.
If notice of
redemption is given as aforesaid, the Series 2016A Junior Subordinated Notes so
to be redeemed will, on the redemption date, become due and payable at the
redemption price together with any accrued and unpaid interest thereon, and from
and after such date (unless the Company has defaulted in the payment of the
redemption price and accrued interest) such Series 2016A Junior Subordinated
Notes shall cease to bear interest. If any Series 2016A Junior Subordinated Note
called for redemption shall not be paid upon surrender thereof for redemption,
the principal shall, until paid, bear interest from the redemption date at the
Securities Rate. See ¡§Description of the Junior Subordinated Notes ¡X Events of
Default¡¨ in the accompanying Prospectus.
The Company may
also redeem the Series 2016A Junior Subordinated Notes before October 1, 2021
(i) in whole, but not in part, if certain changes in tax laws, regulations
or interpretations occur, at the redemption price and under the circumstances
described below under ¡§¡XRight to Redeem
Upon a Tax Event¡¨ and (ii) in whole, but not in part, if a rating agency
makes certain changes in the equity credit criteria for securities such as the
Series 2016A Junior Subordinated Notes, at the redemption price and under the
circumstances described below under ¡§¡XRight to Redeem
Upon a Rating Agency Event.¡¨
Subject to the
foregoing and to applicable law (including, without limitation, United States
federal securities laws), the Company or its affiliates may, at any time and
from time to time, purchase outstanding Series 2016A Junior Subordinated Notes
by tender, in the open market or by private agreement.
S-11
Right to Redeem
Upon a Tax Event
Before October 1,
2021, the Company may redeem, upon a redemption notice, in whole but not in
part, the Series 2016A Junior Subordinated Notes following the occurrence of a
Tax Event (as defined below), at 100% of their principal amount plus any accrued
and unpaid interest thereon (including any Additional Interest) to the
redemption date.
A ¡§Tax Event¡¨
happens when the Company has received an opinion of counsel experienced in tax
matters that, as a result of:
|
• |
any amendment to,
clarification of, or change, including any announced prospective change,
in the laws or treaties of the United States or any of its political
subdivisions or taxing authorities, or any regulations under those laws or
treaties; |
|
• |
an administrative action,
which means any judicial decision or any official administrative
pronouncement, ruling, regulatory procedure, notice or announcement
including any notice or announcement of intent to issue or adopt any
administrative pronouncement, ruling, regulatory procedure or
regulation; |
|
• |
any amendment to,
clarification of, or change in the official position or the interpretation
of any administrative action or judicial decision or any interpretation or
pronouncement that provides for a position with respect to an
administrative action or judicial decision that differs from the
previously generally accepted position, in each case by any legislative
body, court, governmental authority or regulatory body, regardless of the
time or manner in which that amendment, clarification or change is
introduced or made known; or |
|
• |
a threatened challenge
asserted in writing in connection with the Company¡¦s audit or an audit of
any of its subsidiaries, or a publicly-known threatened challenge asserted
in writing against any other taxpayer that has raised capital through the
issuance of securities that are substantially similar to the Series 2016A
Junior Subordinated Notes, |
which amendment, clarification or
change is effective or the administrative action is taken or judicial decision,
interpretation or pronouncement is issued or threatened challenge is asserted or
becomes publicly-known after the date of the original issuance of the Series
2016A Junior Subordinated Notes, there is more than an insubstantial risk that
interest payable by the Company on the Series 2016A Junior Subordinated Notes is
not deductible, or within 90 days would not be deductible, in whole or in part,
by the Company for United States federal income tax purposes.
Right to Redeem
Upon a Rating Agency Event
Before October 1,
2021, the Company may redeem, upon a redemption notice, in whole but not in
part, the Series 2016A Junior Subordinated Notes following the occurrence of a
Rating Agency Event (as defined below), at 102% of their principal amount plus
any accrued and unpaid interest thereon (including any
Additional Interest) to the redemption date.
¡§Rating Agency
Event¡¨ means a change to the methodology or criteria that were employed by an
applicable nationally recognized statistical rating organization for purposes of
assigning equity credit to securities such as the Series 2016A Junior
Subordinated Notes on the date of original issuance of the Series 2016A Junior
Subordinated Notes (the ¡§current methodology¡¨), which change either
(i) shortens the period of time during which equity credit pertaining to
the Series 2016A Junior Subordinated Notes would have been in effect had the
current methodology not been changed or (ii) reduces the amount of equity
credit assigned to the Series 2016A Junior Subordinated Notes as compared with
the amount of equity credit that such rating agency had assigned to the
Series 2016A Junior
Subordinated Notes as of the date of original issuance thereof.
Ranking
The Company¡¦s
payment obligations under the Series 2016A Junior Subordinated Notes will be
unsecured and will rank junior and be subordinated in right of payment and upon
liquidation to all of its Senior Indebtedness, whether presently existing or
from time to time hereafter incurred, created, assumed or existing. See
¡§Description of the Junior Subordinated Notes ¡X
Subordination¡¨ in the
accompanying Prospectus.
Events of
Default
The following are the ¡§Events of
Default¡¨ with respect to the Series 2016A Junior Subordinated Notes, which are
modified from the events of default described in the accompanying
Prospectus:
|
• |
failure to pay principal of,
or premium, if any, on or interest on the Series 2016A Junior Subordinated
Notes when due at maturity or earlier
redemption; |
S-12
|
• |
failure to pay interest on
the Series 2016A Junior Subordinated Notes (including Additional Interest)
when due and payable (other than at maturity or upon earlier redemption)
that continues for 30 days (subject to the Company¡¦s right to optionally
defer interest payments); or |
|
• |
certain events of
bankruptcy, insolvency or reorganization involving the
Company. |
With respect to the Series 2016A
Junior Subordinated Notes, the term ¡§Default¡¨ means the following event: default
in the performance or breach of any covenant or warranty of the Company in the
Subordinated Note Indenture (other than (i) a covenant or warranty a default in
whose performance or whose breach is addressed in the preceding paragraph or
(ii) certain other covenants and warranties inapplicable to the Series 2016A
Junior Subordinated Notes), and continuance of such default or breach for a
period of 90 days after specified written notice to the Company by the
Subordinated Note Indenture Trustee, or to the Company and the Subordinated Note
Indenture Trustee by the holders of at least 25% in principal amount of the
outstanding Series 2016A Junior Subordinated Notes.
Upon the occurrence and
continuance of a Default, the Subordinated Note Indenture Trustee and the
holders of the Series 2016A Junior Subordinated Notes will have the same rights
and remedies, and will be subject to the same limitations, restrictions,
protections and exculpations, and the Company will be subject to the same
obligations and restrictions, in each case, as would apply if such Default was
an Event of Default or an event which after notice or lapse of time or both
would become an Event of Default; provided that the principal of and accrued
interest on the Series 2016A Junior Subordinated Notes may not be declared
immediately due and payable by reason of the occurrence and continuation of a
Default, and any notice of declaration or acceleration based on such Default
will be null and void with respect to the Series 2016A Junior Subordinated
Notes; provided, further that in case a Default has occurred and is continuing,
the Subordinated Note Indenture Trustee will not be subject to the requirement
to exercise, with respect to the Series 2016A Junior Subordinated Notes, the
same degree of care as a prudent individual would exercise in the conduct of his
or her own affairs, unless an Event of Default has occurred and is
continuing.
Agreement by
Holders to Certain Tax Treatment
Each holder of the
Series 2016A Junior Subordinated Notes will, by accepting the Series 2016A
Junior Subordinated Notes or a beneficial interest therein, be deemed to have
agreed that the holder intends that the Series 2016A Junior Subordinated Notes
constitute debt and will treat the Series 2016A Junior Subordinated Notes as
debt for United States federal, state and local tax purposes.
Book-Entry
Only Issuance - The Depository Trust Company
The Depository
Trust Company (¡§DTC¡¨) will act as the initial securities depositary for the
Series 2016A Junior Subordinated Notes. The Series 2016A Junior Subordinated
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 Series
2016A Junior Subordinated Notes certificates will be issued, representing in the
aggregate the total principal amount of Series 2016A Junior Subordinated Notes,
and will be deposited with the Junior Subordinated Note Indenture Trustee on
behalf of DTC. Investors may hold interests in the
Series 2016A Junior Subordinated Notes through DTC if they are participants in
DTC or indirectly through organizations that are participants in DTC, including
Euroclear Bank S.A./N.V., as operator of the Euroclear system, or Clearstream
Banking, société
anonyme, Luxembourg
(¡§Clearstream¡¨).
DTC is a
limited-purpose trust company organized under the New York Banking Law, a
¡§banking organization¡¨ within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a ¡§clearing corporation¡¨ within the meaning of
the New York Uniform Commercial Code and a ¡§clearing agency¡¨ registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended. DTC holds and provides asset servicing for over 3.5 million issues of
U.S. and non-U.S. equity issues, corporate and municipal debt issues and money
market instruments (from over 100 countries) that DTC¡¦s participants (¡§Direct
Participants¡¨) deposit with DTC. DTC also facilitates the post-trade settlement
among Direct Participants of sales and other securities transactions in
deposited securities, through electronic computerized book-entry transfers and
pledges between Direct Participants¡¦ accounts. This eliminates the need for
physical movement of securities certificates. Direct Participants include both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation (¡§DTCC¡¨). DTCC is
the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC
is owned by the users of its regulated subsidiaries. Access to the DTC system is
also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly (¡§Indirect Participants¡¨). The DTC rules applicable to its Direct and
Indirect Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com. The contents of such
website do not constitute part of this Prospectus
S-13
Supplement.
Purchases of
Series 2016A Junior Subordinated Notes under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Series 2016A
Junior Subordinated Notes on DTC¡¦s records. The ownership interest of each
actual purchaser of each Series 2016A Junior Subordinated Note (¡§Beneficial
Owner¡¨) is in turn to be recorded on the Direct and Indirect Participants¡¦
records. Beneficial Owners will not receive written confirmation from DTC of
their purchases. Beneficial Owners, however, are expected to receive written
confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through
which the Beneficial Owners purchased Series 2016A Junior Subordinated Notes.
Transfers of ownership interests in the Series 2016A Junior Subordinated Notes
are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Series 2016A
Junior Subordinated Notes, except in the event that use of the book-entry system
for the Series 2016A Junior Subordinated Notes is discontinued.
To facilitate
subsequent transfers, all Series 2016A Junior Subordinated Notes deposited by
Direct Participants with DTC are registered in the name of DTC¡¦s nominee, Cede
& Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Series 2016A Junior Subordinated Notes
with DTC and their registration in the name of Cede & Co. or such other DTC
nominee do not effect any changes in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Series 2016A Junior Subordinated Notes.
DTC¡¦s records reflect only the identity of the Direct Participants to whose
accounts such Series 2016A Junior Subordinated Notes are credited, which may or
may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of
notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Redemption notices
will be sent to DTC. If less than all of the Series 2016A Junior Subordinated
Notes are being redeemed, DTC¡¦s practice is to determine by lot the amount of
interest of each Direct Participant in such Series 2016A Junior Subordinated
Notes to be redeemed.
Although voting
with respect to the Series 2016A Junior Subordinated Notes is limited, in those
cases where a vote is required, neither DTC nor Cede & Co. (nor any other
DTC nominee) will consent or vote with respect to the Series 2016A Junior
Subordinated Notes unless authorized by a Direct Participant in accordance with
DTC¡¦s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the
Company as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.¡¦s consenting or voting rights to those Direct Participants to
whose accounts the Series 2016A Junior Subordinated Notes are credited on the
record date (identified in a listing attached to the Omnibus
Proxy).
Payments on the
Series 2016A Junior Subordinated Notes will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC¡¦s
practice is to credit Direct Participants¡¦ accounts upon DTC¡¦s receipt of funds
and corresponding detail information from the Company or the Junior Subordinated
Note Indenture Trustee on the relevant payment date in accordance with their
respective holdings shown on DTC¡¦s records. Payments by Direct or Indirect
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers registered in ¡§street name,¡¨ and will be the responsibility of such
Direct or Indirect Participant and not of DTC or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the Company,
disbursement of such payments to Direct Participants is the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners is the
responsibility of Direct and Indirect Participants.
Except as provided
herein, a Beneficial Owner of a global Series 2016A Junior Subordinated Note
will not be entitled to receive physical delivery of Series 2016A Junior
Subordinated Notes. Accordingly, each Beneficial Owner must rely on the
procedures of DTC to exercise any rights under the Series 2016A Junior
Subordinated Notes. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of securities in definitive
form. Such laws may impair the ability to transfer beneficial interests in a
global Series 2016A Junior Subordinated Note.
DTC may
discontinue providing its services as securities depositary with respect to the
Series 2016A Junior Subordinated Notes at any time by giving reasonable notice
to the Company. Under such circumstances, in the event that a successor
securities depositary is not obtained, Series 2016A Junior Subordinated Notes
certificates will be required to be printed and delivered to the holders of
record. Additionally, the Company may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depositary) with
respect to the Series 2016A Junior Subordinated Notes. The Company understands,
however, that under current industry practices, DTC would notify its Direct and
Indirect Participants of the Company¡¦s decision,
S-14
but will only
withdraw beneficial interests from a global Series 2016A Junior Subordinated
Note at the request of each Direct or Indirect Participant. In that event,
certificates for the Series 2016A Junior Subordinated Notes will be printed and
delivered to the applicable Direct or Indirect Participant.
The information in
this section concerning DTC and DTC¡¦s book-entry system has been obtained from
sources that the Company believes to be reliable, but neither the Company nor
any underwriter takes any responsibility for the accuracy thereof. Neither the
Company nor any underwriter has any responsibility for the performance by DTC or
its Direct or Indirect Participants of their respective obligations as described
herein or under the rules and procedures governing their respective
operations.
Global
Clearance and Settlement Procedures
Secondary market trading between
Clearstream participants and/or Euroclear system participants will occur in the
ordinary way in accordance with the applicable rules and operating procedures of
Clearstream and the Euroclear system, as applicable. Cross-market transfers
between persons holding directly or indirectly through DTC on the one hand, and
directly or indirectly through Clearstream participants or Euroclear system
participants on the other, will be effected through DTC in accordance with DTC
rules on behalf of the relevant European international clearing system by its
U.S. depositary; however, such cross-market transactions will require delivery
of instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. depositary to take action to
effect final settlement on its behalf by delivering or receiving securities in
DTC, and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. Clearstream participants and
Euroclear system participants may not deliver instructions directly to their
respective U.S. depositaries. Because of time-zone differences, credits of
Series 2016A Junior Subordinated Notes received in Clearstream or the Euroclear
system as a result of a transaction with a DTC participant will be made during
subsequent securities settlement processing and dated the business day following
the DTC settlement date. Such credits or any transactions in such Series 2016A
Junior Subordinated Notes settled during such processing will be reported to the
relevant Euroclear system participant or Clearstream participant on such
business day. Cash received in Clearstream or the Euroclear system as a result
of sales of the Series 2016A Junior Subordinated Notes by or through a
Clearstream participant or a Euroclear system participant to a DTC participant
will be received with value on the DTC settlement date but will be available in
the relevant Clearstream or the Euroclear system cash account only as of the
business day following settlement in DTC.
MATERIAL
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a
general discussion of the material United States federal income tax
considerations relevant to the acquisition, ownership and disposition of the
Series 2016A Junior Subordinated Notes, and insofar as it relates to matters of
United States federal income tax law and regulations or legal conclusions with
respect thereto, constitutes the opinion of the Company¡¦s tax counsel, Troutman
Sanders LLP. Except where noted, this discussion only applies to Series 2016A
Junior Subordinated Notes that are held as capital assets by holders who
purchase the Series 2016A Junior Subordinated Notes upon their original issuance
at the original offering price. This discussion does not describe all of the
material tax considerations that may be relevant to holders in light of their
particular circumstances or to holders subject to special rules, such as certain
financial institutions, regulated investment companies, real estate investment
trusts, banks, insurance companies, tax-exempt entities, certain former citizens
or residents of the United States, dealers in securities, traders in securities
that elect to use a mark-to-market method of accounting, partnerships and other
pass-through entities (and persons holding the Series 2016A Junior Subordinated
Notes through a partnership or other pass-through entity), holders whose
functional currency is not the U.S. dollar, passive foreign investment
companies, controlled foreign corporations and corporations that accumulate
earnings to avoid U.S. federal income tax, or persons holding the Series
2016A Junior Subordinated Notes as part of a hedge, straddle or other integrated
transaction. In addition, this discussion does not address the effect of any
state, local, foreign or other tax laws or any United States federal estate,
gift or alternative minimum tax considerations. This discussion is based upon
the Internal Revenue Code of 1986, as amended (the ¡§Code¡¨), administrative
pronouncements, judicial decisions and final, temporary and proposed Treasury
regulations, all as in effect on the date hereof, and all of which are subject
to change or differing interpretations, possibly with retroactive effect, so as
to result in United States federal income tax consequences different from those
discussed below.
As used in this
Prospectus Supplement, the term ¡§United States Holder¡¨ means a beneficial owner
of a Series 2016A Junior Subordinated Note that is for United States federal
income tax purposes:
|
• |
an individual citizen or
resident of the United States; |
|
• |
a corporation (or other
entity taxable as a corporation) created or organized in or under the laws
of the United States, any state thereof or the District of
Columbia; |
S-15
|
• |
an estate the income of
which is subject to United States federal income taxation regardless of
its source; or |
|
• |
a trust (i) with respect to
which a court within the United States is able to exercise primary
supervision over its administration and one or more United States persons
have the authority to control all of its substantial decisions or (ii)
that was in existence on August 20, 1996 and has a valid election is in
effect under applicable Treasury regulations to be treated as a domestic
trust. |
The term
¡§Non-United States Holder¡¨ means a beneficial owner of a Series 2016A Junior
Subordinated Note that is neither a United States Holder nor a partnership (or
other pass-through entity).
If a partnership
holds Series 2016A Junior Subordinated Notes, the tax treatment of the
partnership and its partners will generally depend on the status of the partner
and the activities of the partnership and its partners. If a holder of Series
2016A Junior Subordinated Notes is a partnership or a partner in such a
partnership, such holder should consult with its own tax advisors regarding the
United States federal income tax considerations of the purchase, ownership and
disposition of Series 2016A Junior Subordinated Notes.
Persons
considering purchasing the Series 2016A Junior Subordinated Notes should consult
their own tax advisors regarding the United States federal income tax
considerations relating to the purchase, ownership and disposition of the Series
2016A Junior Subordinated Notes in light of their particular circumstances, as
well as the effect of any state, local, foreign or other tax laws.
Classification
of the Series 2016A Junior Subordinated Notes as Indebtedness
The determination
of whether a security should be classified as indebtedness or equity for United
States federal income tax purposes requires a judgment based on all relevant
facts and circumstances. There is no statutory, judicial or administrative
authority that directly addresses the United States federal income tax treatment
of securities similar to the Series 2016A Junior Subordinated Notes and no
rulings have been sought, or are expected to be sought, from the Internal
Revenue Service (the ¡§IRS¡¨). In the opinion of Troutman Sanders LLP, under
current law, based upon the facts contained in this Prospectus Supplement and
assuming full compliance with the terms of the Subordinated Note Indenture and
other relevant documents, and based on certain assumptions and representations
relied upon in rendering such opinion, the Series 2016A Junior Subordinated
Notes constitute indebtedness of the Company for United States federal income
tax purposes (although there is no controlling authority directly on point).
This opinion is not binding on the IRS or any court and there can be no
assurance that the IRS or a court will agree with this opinion. If the IRS were
to challenge successfully the classification of the Series 2016A Junior
Subordinated Notes as indebtedness of the Company, interest payments on the
Series 2016A Junior Subordinated Notes would be treated for United States
federal income tax purposes as dividends to the extent of the Company¡¦s current
or accumulated earnings and profits. In the case of Non-United States Holders,
distributions treated as dividends would be subject to withholding of United
States income tax, except to the extent provided by an applicable income tax
treaty. Holders should consult their own tax advisors regarding their particular
tax consequences if the Series 2016A Junior Subordinated Notes are not treated
as indebtedness for United States federal income tax purposes.
The Company
agrees, and by acquiring an interest in a Series 2016A Junior Subordinated Note,
each beneficial owner of a Series 2016A Junior Subordinated Note will agree to
treat the Series 2016A Junior Subordinated Notes as indebtedness of the Company
for United States federal income tax purposes. The remainder of this discussion
assumes that the Series 2016A Junior Subordinated Notes are classified as
indebtedness for United States federal income tax purposes.
United States
Holders
Gains
Upon Disposition
In the case of a
sale or other disposition (including a retirement) of a Series 2016A Junior
Subordinated Note, a United States Holder will generally recognize gain or loss
equal to the difference, if any, between the amount received (other than any
amount representing accrued but unpaid interest, which will be treated as
interest income to the extent not previously included in income) and the United
States Holder¡¦s adjusted tax basis in the Series 2016A Junior Subordinated
Note.
A gain or loss
recognized by a United States Holder on a sale or other disposition of a Series
2016A Junior Subordinated Note generally will constitute capital gain or loss.
Capital gains recognized by a non-corporate United States Holder upon the sale
or other disposition of a Series 2016A Junior Subordinated Note that is held for
more than one year are generally eligible for reduced rates of United States
federal income taxation. The ability of a United States Holder to deduct capital
losses is limited.
S-16
Medicare
Tax
Certain United
States Holders that are individuals, estates or trusts are subject to a 3.8%
Medicare tax on all or a portion of their ¡§net investment income,¡¨ which may
include all or a portion of their interest income and net gains from the
disposition of the Series 2016A Junior Subordinated Notes. Each United States
Holder that is an individual, estate or trust is urged to consult its tax
advisors regarding the applicability of this Medicare tax to its income and
gains in respect of its investment in the Series 2016A Junior Subordinated
Notes.
Backup
Withholding and Information Reporting
Information
reporting requirements generally apply in connection with payments on the Series
2016A Junior Subordinated Notes to, and the proceeds from a sale or other
disposition of the Series 2016A Junior Subordinated Notes by, non-corporate
United States Holders. A United States Holder will be subject to a backup
withholding tax on these payments if the United States Holder fails to provide
its taxpayer identification number to the paying agent and fails to comply with
certain certification procedures or otherwise establish an exemption from backup
withholding. Any backup withholding from a payment to a United States
Holder will be allowed as a credit against such United States federal income tax
liability, or may entitle such United States Holder to a refund, provided that
the required information is timely furnished to the IRS. United States Holders
should consult their tax advisors regarding the application of backup
withholding in their particular situation, the availability of an exemption from
backup withholding and the procedure for obtaining such an exemption, if
available.
Interest
Income and Original Issue Discount
Special rules
apply with respect to debt instruments that are issued with original issue
discount (¡§OID¡¨). The Company does not intend that the Series 2016A Junior
Subordinated Notes will be issued with OID. However, under applicable Treasury
regulations regarding OID, the possibility that interest on the Series 2016A
Junior Subordinated Notes might be deferred (see ¡§Description of the Series
2016A Junior Subordinated Notes¡XOption to Defer Interest Payments¡¨) could result
in the Series 2016A Junior Subordinated Notes being treated as issued with OID,
unless the likelihood of such deferral is considered remote. The Company
believes, and intends to take the position, that the likelihood of interest
deferral on the Series 2016A Junior Subordinated Notes is remote, within the
meaning of the Treasury regulations, in part because the exercise of the option
to defer payments of stated interest on the Series 2016A Junior Subordinated
Notes would generally prevent the Company from: (1) declaring or paying any
dividend or distribution on the Company¡¦s capital stock; (2) redeeming,
purchasing, acquiring or making a liquidation payment with respect to any of the
Company¡¦s capital stock; (3) paying any principal, interest or premium on, or
repaying, repurchasing or redeeming any of the Company¡¦s debt securities that
are equal or junior in right of payment with the Series 2016A Junior
Subordinated Notes; or (4) making any payments with respect to any Company
guarantee of debt securities if such guarantee is equal or junior in right of
payment to the Series 2016A Junior Subordinated Notes. Similarly, in certain
circumstances, the Company may be obligated to pay amounts in excess of stated
interest on or principal of the Series 2016A Junior Subordinated Notes (¡§Excess
Payments¡¨). Such Excess Payments will not affect the amount of interest income
that a United States Holder recognizes if there is only a remote likelihood that
such Excess Payments will be made. The Company believes, and intends to take the
position, that the likelihood that it will make any such Excess Payments is
remote. The Company¡¦s determination regarding the remoteness of these
contingencies is binding on a holder, unless the holder discloses in the proper
manner to the IRS that it is taking a different position. Based on these
positions, the Series 2016A Junior Subordinated Notes should not be treated as
having been issued with OID. Accordingly, except as set forth below, interest
paid on the Series 2016A Junior Subordinated Notes should be taxable to a United
States Holder as ordinary interest income at the time it accrues or is received
in accordance with such United States Holder¡¦s method of accounting for United
States federal income tax purposes.
There can be no
assurance that the IRS or a court will agree with the foregoing positions. The
meaning of the term ¡§remote¡¨ in the Treasury regulations has not been addressed
in any rulings or other interpretations by the IRS or by any court. The IRS may
take a position contrary to that described above, which could affect the amount
and timing of income, as described below, and potentially the character of
income (including gain) from the Series 2016A Junior Subordinated Notes. United
States Holders should consult their own tax advisors regarding the appropriate
tax treatment of income on the Series 2016A Junior Subordinated Notes.
If the IRS
successfully challenged the Company¡¦s position regarding the remoteness of the
contingencies described above, or if interest were in fact deferred, (a) the
Series 2016A Junior Subordinated Notes would be treated as issued with OID at
the time of issuance or at the time that any such deferral actually occurs, as
the case may be, or (b) the Series 2016A Junior Subordinated Notes could be
treated as ¡§contingent payment debt instruments.¡¨ In the case of the former
treatment, all remaining stated interest on the Series 2016A Junior Subordinated
Notes would thereafter be treated as OID as long as the Series 2016A Junior
Subordinated Notes are outstanding. In such an event, a United States Holder
would be required to include, in taxable income, interest on the Series 2016A
Junior Subordinated Notes as it accrues, regardless of its method of accounting,
calculated
S-17
using a constant
yield method under applicable Treasury regulations and actual cash payments of
stated interest on the Series 2016A Junior Subordinated Notes would not be
included in taxable income.
If the Series
2016A Junior Subordinated Notes are treated as ¡§contingent payment debt
instruments,¡¨ a United States Holder would be required to accrue, based on the
estimated Excess Payments, interest income on the Series 2016A Junior
Subordinated Notes in excess of stated interest and treat as ordinary income,
rather than as capital gain, any income realized on the taxable disposition of
the Series 2016A Junior Subordinated Notes. In the event any such Excess
Payments are made and vary from the estimated amounts, the United States Holder
will be required to recognize appropriate adjustments to such accrued interest
income.
If the Series
2016A Junior Subordinated Notes are deemed to be issued with OID at the time of
issuance, or at a subsequent time by reason of an actual interest deferral, or
are deemed to be contingent payment debt instruments, a beneficial owner¡¦s tax
basis in the Series 2016A Junior Subordinated Notes generally will be its
initial purchase price (net of accrued interest paid upon purchase), increased
by OID previously includible in that beneficial owner¡¦s gross income to the date
of disposition, and decreased by payments received by that beneficial owner on
the Series 2016A Junior Subordinated Note since and including the date that the
Series 2016A Junior Subordinated Notes were deemed to be issued with OID.
Unless otherwise
indicated, the remainder of this discussion assumes that the Series 2016A Junior
Subordinated Notes are not treated as issued with OID and are not contingent
payment debt instruments.
If a holder of
Series 2016A Junior Subordinated Notes sells its Series 2016A Junior
Subordinated Notes before the record date for a payment of interest after the
commencement of an Optional Deferral Period, such holder will not receive such
interest. Instead, the accrued interest will be paid to the holder of record on
the record date regardless of who the holder of record may have been on any
other date during the relevant accrual period. Moreover, the accrued OID will be
added to such selling holder¡¦s adjusted tax basis in the Series 2016A Junior
Subordinated Notes but may not be reflected in the amount such holder realizes
on the sale. To the extent the amount realized on a sale is less than a holder¡¦s
adjusted tax basis, the holder will recognize a capital loss for United States
federal income tax purposes. The deductibility of capital losses is subject to
limitations.
Non-United
States Holders
Subject to the
discussion below under ¡§Foreign Account Tax Compliance Act Withholding,¡¨ and
assuming that the Series 2016A Junior Subordinated Notes will be treated as
indebtedness for United States federal income tax purposes, no withholding of
United States federal income tax will apply to a payment of interest on a Series
2016A Junior Subordinated Note to a Non-United States Holder under the
¡§Portfolio Interest Exemption,¡¨ provided that:
|
• |
such payment is not
effectively connected with the Non-United States Holder¡¦s conduct of a
trade or business in the United States; |
|
• |
the Non-United States Holder
does not actually or constructively own 10% or more of the total combined
voting power of all classes of the Company¡¦s stock entitled to vote;
|
|
• |
the Non-United States Holder
is not a controlled foreign corporation that is related directly or
constructively to the Company through stock ownership;
|
|
• |
the Non-United States Holder
is not a bank that acquired the Series 2016A Junior Subordinated Notes in
consideration for an extension of credit made pursuant to a loan agreement
entered into in the ordinary course of its trade or business; and
|
|
• |
the Non-United States Holder
provides the withholding agent, in accordance with specified procedures,
with a statement to the effect that such holder is not a United States
person (generally by providing a properly executed IRS Form W-8BEN or
W-8BEN-E). |
If a Non-United
States Holder cannot satisfy the requirements of the Portfolio Interest
Exemption described above, payments of interest on the Series 2016A Junior
Subordinated Notes (including payments in respect of OID, if any, on the Series
2016A Junior Subordinated Notes) made to such Non-United States Holder will be
subject to a 30% United States federal withholding tax, unless that holder
provides the paying agent with a properly executed statement
(i) claiming an
exemption from or reduction of withholding tax under an applicable income tax
treaty (generally on an IRS Form W-8BEN or W-8BEN-E); or
(ii) stating that
the payment on the Series 2016A Junior Subordinated Notes is not subject to
withholding tax because it is effectively connected to that holder¡¦s conduct of
a trade or business in the United States (generally on an IRS
Form W-8ECI).
S-18
If a Non-United
States Holder is engaged in a trade or business in the United States (and, if an
applicable United States income tax treaty applies, if the Non-United States
Holder maintains a permanent establishment within the United States) and the
interest on the Series 2016A Junior Subordinated Notes is effectively connected
with the conduct of that trade or business (and, if an applicable United States
income tax treaty applies, attributable to that permanent establishment), that
Non-United States Holder will be subject to United States federal income tax on
the interest on a net income basis in the same manner as if that Non-United
States Holder were a United States Holder. In addition, if such Non-United
States Holder is a foreign corporation, it may also, under certain
circumstances, be subject to an additional branch profits tax at a 30% rate or
such lower rate as may be specified by an applicable income tax
treaty.
Subject to the
discussion below under ¡§Foreign Account Tax Compliance Act Withholding,¡¨ any
gain realized by a Non-United States Holder on the sale, exchange, redemption or
retirement of a Series 2016A Junior Subordinated Note generally will not be
subject to United States federal income tax unless:
|
• |
such gain is effectively
connected with the Non-United States Holder¡¦s conduct of a trade or
business in the United States (and, if an applicable United States income
tax treaty applies, is attributable to a permanent establishment
maintained by the Non-United States Holder within the United States);
or |
|
• |
the Non-United States Holder
is an individual who is present in the United States for 183 days or
more in the taxable year of the disposition and certain other conditions
are met. |
The amount of
interest paid on the Series 2016A Junior Subordinated Notes to Non-United States
Holders generally must be reported annually to the IRS. These reporting
requirements apply regardless of whether withholding was reduced or eliminated
by any applicable income tax treaty. Copies of the information returns
reflecting income in respect of the Series 2016A Junior Subordinated Notes may
also be made available to the tax authorities in the country in which the
Non-United States Holder is a resident under the provisions of an applicable
income tax treaty or information sharing agreement.
A Non-United
States Holder will generally not be subject to additional information reporting
or to backup withholding with respect to payments on the Series 2016A Junior
Subordinated Notes or to information reporting or backup withholding with
respect to proceeds from the sale or other disposition of Series 2016A Junior
Subordinated Notes to or through a United States office of any broker, as long
as the holder:
|
• |
has furnished to the payor
or broker a valid IRS Form W-8BEN or W-8BEN-E certifying, under penalties
of perjury, the Non-United States Holder¡¦s status as a non-United States
person; |
|
• |
has furnished to the payor
or broker other documentation upon which it may rely to treat the payments
as made to a non-United States person in accordance with applicable
Treasury regulations; or |
|
• |
otherwise establishes an
exemption. |
The payment of the
proceeds from a sale or other disposition of Series 2016A Junior Subordinated
Notes to or through a foreign office of a broker will generally not be subject
to information reporting or backup withholding. However, a sale or disposition
of Series 2016A Junior Subordinated Notes will be subject to information
reporting, but not backup withholding, if it is to or through a foreign office
of a United States broker or a non-United States broker with certain enumerated
connections with the United States unless the documentation requirements
described above are met or the holder otherwise establishes an
exemption.
Any amounts
withheld under the backup withholding rules from a payment to a Non-United
States Holder will be allowed as a credit against such holder¡¦s United States
federal income tax liability, if any, or will otherwise be refundable, provided
that the requisite procedures are followed and the proper information is filed
with the IRS on a timely basis. Non-United States Holders should consult their
own tax advisors regarding their qualification for exemption from backup
withholding and the procedure for obtaining such exemption, if
applicable.
Foreign
Account Tax Compliance Act Withholding
A withholding tax
of 30% will apply to interest income paid on Series 2016A Junior Subordinated
Notes held by a Non-United States Holder and, after December 31, 2016 (as
modified below), to the gross proceeds from a disposition of the Series 2016A
Junior Subordinated Notes held by a Non-United States Holder, where the
Non-United States Holder is (i) a foreign financial institution (as a beneficial
owner or as an intermediary), unless such institution enters into an agreement
with the United States government to collect and provide to the United States
tax authorities substantial information regarding United States account holders
of such institution (which would include certain equity and debt holders of such
institution, as well as certain account holders that are foreign entities with
United States owners), or (ii) a foreign entity that is not a financial
institution (as a
S-19
beneficial owner
or as an intermediary), unless such entity provides the withholding agent with a
certification identifying the substantial United States owners of the entity,
which generally includes any United States person who directly or indirectly
owns more than 10% of the entity. Recently issued IRS guidance provides, in
part, that the Department of the Treasury and the IRS intend to amend the
regulations governing these rules to extend the start date of gross proceeds
withholding to sales or other dispositions occurring after December 31, 2018.
Prior to the issuance of such amendments, taxpayers may rely on the guidance in
determining their withholding obligations. An intergovernmental agreement
between the United States and an applicable foreign country may modify these
requirements. Under certain circumstances, a Non-United States Holder of Series
2016A Junior Subordinated Notes might be eligible for a refund or credit of such
taxes, and a Non-United States Holder might be required to file a United States
federal income tax return to claim such refund or credit. The Company will not
pay any additional amounts to ¡§gross up¡¨ payments to holders as a result of any
withholding or deduction for such taxes. Non-United States Holders of Series
2016A Junior Subordinated Notes are encouraged to consult with their tax
advisors regarding the possible implications of these withholding requirements
on their investment in the Series 2016A Junior Subordinated Notes, including the
recently issued IRS guidance that extends the start date for certain aspects of
the withholding rules.
THE UNITED STATES
FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER¡¦S PARTICULAR
SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR
TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE
SERIES 2016A JUNIOR SUBORDINATED NOTES, INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.
S-20
UNDERWRITING
Subject to the
terms and conditions of an underwriting agreement (the ¡§Underwriting
Agreement¡¨), the Company has agreed to sell to each of the underwriters named
below (the ¡§Underwriters¡¨) for whom Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo
Securities, LLC are acting as representatives (the ¡§Representatives¡¨) and each
of the Underwriters has severally agreed to purchase from the Company the
principal amount of the Series 2016A Junior Subordinated Notes set forth
opposite its name below:
|
Underwriters |
Principal
Amount of Series 2016A Junior Subordinated Notes | ||||
|
Merrill
Lynch, Pierce, Fenner & Smith
Incorporated |
$ |
150,000,000 |
|
||
|
Morgan
Stanley & Co. LLC |
150,000,000 |
|
|||
|
UBS
Securities LLC |
150,000,000 |
|
|||
|
Wells Fargo
Securities, LLC |
150,000,000 |
|
|||
|
Citigroup
Global Markets Inc. |
34,000,000 |
|
|||
|
Goldman,
Sachs & Co. |
34,000,000 |
|
|||
|
J.P. Morgan
Securities LLC |
34,000,000 |
|
|||
|
Mizuho
Securities USA Inc. |
34,000,000 |
|
|||
|
BB&T Capital Markets, a
division of BB&T Securities, LLC |
20,000,000 |
|
|||
|
C.L. King & Associates,
Inc. |
2,933,350 |
|
|||
|
D.A. Davidson &
Co. |
2,933,350 |
|
|||
|
Davenport & Company
LLC |
2,933,350 |
|
|||
|
Drexel Hamilton,
LLC |
2,933,350 |
|
|||
|
Halliday Financial,
LLC |
2,933,350 |
|
|||
|
Janney Montgomery Scott
LLC |
2,933,325 |
|
|||
|
Mischler Financial Group,
Inc. |
2,933,325 |
|
|||
|
Oppenheimer & Co.
Inc. |
2,933,325 |
|
|||
|
Raymond James &
Associates, Inc. |
2,933,325 |
|
|||
|
Robert W. Baird & Co.
Incorporated |
2,933,325 |
|
|||
|
Samuel A. Ramirez &
Company, Inc. |
2,933,325 |
|
|||
|
Siebert Cisneros Shank &
Co., L.L.C. |
2,933,325 |
|
|||
|
Stifel, Nicolaus &
Company, Incorporated |
2,933,325 |
|
|||
|
Wedbush Securities
Inc. |
2,933,325 |
|
|||
|
Ziegler Capital Markets
Group |
2,933,325 |
|
|||
|
Total |
$ |
800,000,000 |
|
||
The Underwriting
Agreement provides that the obligations of the several Underwriters to pay for
and accept delivery of the Series 2016A Junior Subordinated 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 Series 2016A Junior Subordinated Notes offered hereby, if
any of the Series 2016A Junior Subordinated Notes are purchased. The offering of
the Series 2016A Junior Subordinated Notes by the Underwriters is subject to
receipt and acceptance of the Series 2016A Junior Subordinated Notes and subject
to the Underwriters¡¦ right to reject any order in whole or in part.
The Underwriters
propose to offer the Series 2016A Junior Subordinated Notes to the public at the
public offering price set forth on the cover page of this Prospectus Supplement
and may offer the Series 2016A Junior Subordinated Notes to certain dealers at
such price less a concession not in excess of $0.50 per Series 2016A Junior
Subordinated Note; provided that the concession will be $0.30 per Series 2016A
Junior Subordinated Note for sales to institutions. The Underwriters may allow,
and such dealers may reallow, a concession not in excess of $0.45 per Series
2016A Junior Subordinated Note; provided that there will be no such concession
with respect to sales to institutions. After the initial public offering of the
Series 2016A Junior Subordinated
S-21
Notes, the
offering price and other selling terms may be changed.
The Series 2016A
Junior Subordinated Notes are a new issue of securities with no established
trading market. The Company intends to apply to list the Series 2016A Junior
Subordinated Notes on the New York Stock Exchange. If the application is
approved, the Company expects trading in the Series 2016A Junior Subordinated
Notes to begin within 30 days after the date that the Series 2016A Junior
Subordinated Notes are first issued.
The Underwriters
may make a market in the Series 2016A Junior Subordinated 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 Series 2016A Junior
Subordinated Notes or that an active public market for the Series 2016A Junior
Subordinated Notes will develop. If an active public trading market for the
Series 2016A Junior Subordinated Notes does not develop, the market price and
liquidity of the Series 2016A Junior Subordinated Notes may be adversely
affected.
The Company has
agreed to indemnify the several Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
The Company¡¦s
expenses associated with the offer and sale of the Series 2016A Junior
Subordinated Notes (not including the underwriting discount) are estimated to be
$685,000.
The Company has
agreed with the Underwriters that, during the period of 15 days from the date of
the Underwriting Agreement, it will not sell, offer to sell, grant any option
for the sale of, or otherwise dispose of any Series 2016A Junior Subordinated
Notes, any security convertible into, exchangeable into or exercisable for the
Series 2016A Junior Subordinated Notes or any debt securities substantially
similar to the Series 2016A Junior Subordinated Notes (except for the Series
2016A Junior Subordinated Notes issued pursuant to the Underwriting Agreement),
without the prior written consent of the Representatives. This agreement does
not apply to issuances of (i) commercial paper or other debt securities with
scheduled maturities of less than one year or (ii) any Senior
Indebtedness.
In order to
facilitate the offering of the Series 2016A Junior Subordinated Notes, the
Underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Series 2016A Junior Subordinated Notes. Specifically,
the Underwriters may over-allot in connection with this offering, creating short
positions in the Series 2016A Junior Subordinated Notes for their own accounts.
In addition, to cover over-allotments or to stabilize the price of the Series
2016A Junior Subordinated Notes, the Underwriters may bid for, and purchase,
Series 2016A Junior Subordinated Notes in the open market. Finally, the
Underwriters may reclaim selling concessions allowed to the Underwriters or
dealers for distributing Series 2016A Junior Subordinated Notes in this
offering, if the Underwriters repurchase previously distributed Series 2016A
Junior Subordinated 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 Series 2016A Junior Subordinated Notes above
independent market levels. The Underwriters are not required to engage in these
activities and may end any of these activities at any time without
notice.
In general,
purchases of a security for the purpose of stabilization or to reduce a short
position could cause the price of the security to be higher than it might be in
the absence of such purchases. The imposition of a penalty bid might also have
an effect on the price of a security to the extent that it were to discourage
resales of the security.
Neither the
Company nor any Underwriter makes any representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the Series 2016A Junior Subordinated Notes. In addition,
neither the Company nor any Underwriter makes any representation that the
Underwriters will engage in such transactions or that such transactions once
commenced will not be discontinued without notice.
In the ordinary
course of business, the Underwriters and their respective affiliates have from
time to time performed and may in the future perform various financial advisory,
commercial banking, investment banking, sales and trading, investment research,
principal investment, hedging, market making, asset leasing treasury services
and other financial and non-financial activities and services for the Company
and its affiliates, for which they received, or will continue to receive,
customary fees or compensation.
In addition, in
the ordinary course of their business activities, the Underwriters and their
affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities), loans, commodities,
currencies, credit default swaps and other financial instruments (including bank
loans) for their own accounts and for the accounts of their customers. Such
investments and securities activities may involve securities and/or instruments
of the Company or its affiliates. Certain of the Underwriters or their
affiliates that have a lending relationship with the Company routinely hedge,
and certain of those other Underwriters may hedge, their credit exposure to the
Company consistent with their customary risk management policies. Typically,
such Underwriters and their affiliates would hedge such exposure by entering
into transactions
S-22
which consist of
either the purchase of credit default swaps or the creation of short positions
in the Company¡¦s securities, including potentially the Series 2016A Junior
Subordinated Notes. Any such credit default swaps or short positions could
adversely affect future trading prices of the Series 2016A Junior Subordinated
Notes. The Underwriters and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect
of such securities or financial instruments and may hold, or recommend to
clients that they acquire, long and/or short positions in such securities and
instruments.
Selling
Restrictions
Canada
The Series 2016A Junior
Subordinated Notes may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities
Act (Ontario), and are permitted clients, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any resale of the Series 2016A Junior Subordinated Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws.
Securities legislation in certain
provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Prospectus Supplement or the accompanying
Prospectus (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of the
purchaser¡¦s province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser¡¦s province or
territory for particulars of these rights or consult with a legal
advisor.
Pursuant to Section 3A.3 of
National Instrument 33-105 Underwriting Conflicts (¡§NI 33-105¡¨), the
Underwriters are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection with this
offering.
European
Economic Area
In relation to each member state
of the European Economic Area which has implemented the Prospectus Directive (as
defined below) (each, a ¡§Relevant Member State¡¨), each Underwriter has
represented and agreed that with effect from and including the date on which the
Prospectus Directive is or was implemented in that Relevant Member State (the
¡§Relevant Implementation Date¡¨) it has not made and will not make an offer of
the Series 2016A Junior Subordinated Notes to the public in that Relevant Member
State other than:
|
(a) |
to any legal entity which is
a qualified investor as defined in the Prospectus
Directive; |
|
(b) |
to fewer than 150 natural or
legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to
obtaining the prior consent of the Representatives for any such offer;
or |
|
(c) |
in any other circumstances
falling within Article 3(2) of the Prospectus Directive,
|
provided that no such offer of the
Series 2016A Junior Subordinated Notes shall require the Company or any
Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive.
For the purposes of the above, the
expression an ¡§offer of the Series 2016A Junior Subordinated Notes to the
public¡¨ in relation to any of the Series 2016A Junior Subordinated Notes in any
Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Series 2016A Junior
Subordinated Notes to be offered so as to enable an investor to decide to
purchase or subscribe for any of the Series 2016A Junior Subordinated Notes, as
the same may be varied in that member state by any measure implementing the
Prospectus Directive in that member state, the expression ¡§Prospectus Directive¡¨
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive), and includes any relevant implementing measure in the
Relevant Member State and the expression ¡§2010 PD Amending Directive¡¨ means
Directive 2010/73/EU.
This Prospectus Supplement and the
accompanying Prospectus have been prepared on the basis that any offer of the
Series 2016A Junior Subordinated Notes in any Relevant Member State will be made
pursuant to an exemption under the Prospectus Directive from the requirement to
publish a prospectus for offers of the Series 2016A Junior Subordinated Notes.
Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of the offering contemplated in this
Prospectus Supplement and the accompanying Prospectus may only do so in
circumstances in which no obligation arises for the Company or any of the
Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus
Directive in relation to such offer. Neither the Company nor the Underwriters
have authorized, nor do they authorize, the making of
S-23
any offer of the Series 2016A
Junior Subordinated Notes in circumstances in which an obligation arises for the
Company or the Underwriters to publish a prospectus for such offer.
Hong Kong
Each Underwriter has represented
and agreed that the Series 2016A Junior Subordinated Notes have not been and may
not be offered or sold by means of any document other than (i) in
circumstances which do not constitute an offer to the public within the meaning
of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to
¡§professional investors¡¨ within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or
(iii) in other circumstances which do not result in the document being a
¡§prospectus¡¨ within the meaning of the Companies Ordinance (Cap. 32, Laws of
Hong Kong), and no advertisement, invitation or document relating to the Series
2016A Junior Subordinated Notes may be issued or may be in the possession of any
person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted to do so under
the laws of Hong Kong) other than with respect to Notes which are or are
intended to be disposed of only to persons outside Hong Kong or only to
¡§professional investors¡¨ within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan
The Series 2016A Junior
Subordinated Notes have not been and will not be registered under the Financial
Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended) (the
¡§FIEA¡¨) and accordingly, each Underwriter has represented and agreed that it
will not offer or sell any Notes, directly or indirectly, in Japan or to, or for
the benefit of, any Japanese person, or to others for reoffering or resale,
directly or indirectly, in Japan or to, or for the benefit of, any Japanese
person except pursuant to an exemption from the registration requirements of,
and otherwise in compliance with, the FIEA and all other applicable laws,
regulations and governmental guidelines of Japan in effect at the relevant time.
For the purposes of this paragraph, ¡§Japanese person¡¨ means any person who
is a resident of Japan, including any corporation or other entity organized
under the laws of Japan.
Korea
The Series 2016A Junior
Subordinated Notes have not been and will not be registered with the Financial
Services Commission of Korea for public offering in Korea under the Financial
Investment Services and Capital Market Act and its subordinate decrees and
regulations (collectively, the ¡§FISCMA¡¨). Each Underwriter has represented and
agreed that the Series 2016A Junior Subordinated Notes may not be offered, sold
or delivered directly or indirectly, or offered or sold to any person for
re-offering or resale, directly or indirectly, in Korea or to any resident of
Korea except as otherwise permitted under the applicable laws and regulations of
Korea, including the FISCMA and the Foreign Exchange Transaction Law and its
subordinate decrees and regulations (collectively, the ¡§FETL¡¨). Without
prejudice to the foregoing, the number of the Series 2016A Junior Subordinated
Notes offered in Korea or to a resident in Korea shall be less than 50 and for a
period of one year from the issue date of the Series 2016A Junior Subordinated
Notes, none of the Series 2016A Junior Subordinated Notes may be divided
resulting in an increased number of the Series 2016A Junior Subordinated Notes.
Furthermore, the Series 2016A Junior Subordinated Notes may not be resold to
Korean residents unless the purchaser of the Series 2016A Junior Subordinated
Notes complies with all applicable regulatory requirements (including but not
limited to government reporting requirements under the FETL) in connection with
the purchase of the Series 2016A Junior Subordinated Notes.
Singapore
This Prospectus Supplement and the
accompanying Prospectus have not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, each Underwriter has represented
and agreed that this Prospectus Supplement and the accompanying Prospectus and
any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Series 2016A Junior Subordinated
Notes may not be circulated or distributed, nor may the Series 2016A Junior
Subordinated Notes be offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor as defined in Section 4A
of the Securities and Futures Act, Chapter 289 of Singapore (the ¡§SFA¡¨) pursuant
to Section 274 of the SFA, (ii) to a relevant person as defined in Section
275(2) of the SFA, pursuant to Section 275(1) of the SFA, or any person pursuant
to Section 275(1A), and in accordance with the conditions, specified in Section
275 of the SFA or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the Series 2016A Junior
Subordinated Notes are subscribed or purchased pursuant to an offer made in
reliance on Section 275 by a relevant person which is: (a) a corporation (which
is not an accredited investor as defined in Section 4A of the SFA) the sole
business of which is to hold investments and the entire share capital of which
is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose
is to hold investments and each beneficiary is an accredited investor, the
securities (as defined in Section 239(1) of the SFA) of that corporation or the
beneficiaries¡¦ rights and interest in that trust shall not be transferable for 6
months after that corporation or that trust has acquired the Series 2016A Junior
Subordinated Notes under Section 275 except: (1) to an institutional investor
pursuant to
S-24
Section 274 of the SFA or to a
relevant person pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the conditions specified in
Section 275 of the SFA; (2) where no consideration is given for the transfer;
(3) by operation of law; (4) pursuant to Section 276(7) of the SFA or (5) as
specified in Regulation 32 of the Securities and Futures (Offer of Investments)
(Shares and Debentures) Regulations 2005 of Singapore.
Taiwan
The Series 2016A Junior
Subordinated Notes have not been and will not be registered with the Financial
Supervisory Commission of Taiwan pursuant to relevant securities laws and
regulations and may not be sold, issued or offered within Taiwan through a
public offering or in circumstances which constitutes an offer within the
meaning of the Securities and Exchange Act of Taiwan that requires a
registration or approval of the Financial Supervisory Commission of Taiwan. No
person or entity in Taiwan has been authorized to offer, sell, give advice
regarding or otherwise intermediate the offering and sale of the Series 2016A
Junior Subordinated Notes in Taiwan.
United Arab
Emirates
This Prospectus Supplement has not
been reviewed, approved or licensed by the Central Bank of the United Arab
Emirates (the ¡§UAE¡¨), the Emirates Securities and Commodities Authority (the
¡§SCA¡¨) or any other relevant licensing authority in the UAE including any
licensing authority incorporated under the laws and regulations of any of the
free zones established and operating in the UAE including, without limitation,
the Dubai Financial Services Authority (the ¡§DFSA¡¨), a regulatory authority of
the Dubai International Financial Centre (the ¡§DIFC¡¨).
This Prospectus Supplement is not
intended to, and does not, constitute an offer, sale or delivery of shares or
other securities under the laws of the UAE. Each Underwriter has represented
that the Series 2016A Junior Subordinated Notes have not been and will not be
registered with the SCA or with the UAE Central Bank, the Dubai Financial
Market, the Abu Dhabi Securities Market or with any other UAE regulatory
authority or exchange.
The issue and/or sale of the
Series 2016A Junior Subordinated Notes has not been approved or licensed by the
SCA, the UAE Central Bank or any other relevant licensing authority in the UAE,
and does not constitute a public offer of securities in the UAE in accordance
with the Commercial Companies Law, Federal Law No. 1 of 2015 (as amended) or
otherwise, does not constitute an offer in the UAE in accordance with the Board
Decision No. 37 of 2012 Concerning the Regulation of Investment Funds (whether
by a Foreign Fund, as defined therein, or otherwise), and further does not
constitute the brokerage of securities in the UAE in accordance with the Board
Decision No. 27 of 2014 Concerning Brokerage in Securities.
United
Kingdom
Each Underwriter has represented
and agreed that it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000 (the ¡§FSMA¡¨)) received by it in connection with
the issue or sale of the Series 2016A Junior Subordinated Notes in circumstances
in which Section 21(1) of the FSMA does not apply to the Company and it has
complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the 2016A Junior Subordinated Notes in,
from or otherwise involving the United Kingdom.
Conflicts of
Interest
Certain of the
Underwriters or their affiliates may hold a portion of the short-term
indebtedness that the Company intends to repay using a portion of the net
proceeds from the sale of the Series 2016A Junior Subordinated Notes. It is
possible that one or more of the Underwriters or their affiliates could receive
5% or more of the net proceeds from the sale of the Series 2016A Junior
Subordinated Notes, and, in that case, such Underwriter would be deemed to have
a ¡§conflict of interest¡¨ within the meaning of Financial Industry Regulatory
Authority (¡§FINRA¡¨) Rule 5121. In the event of any such conflict of interest,
such Underwriter would be required to conduct the distribution of the Series
2016A Junior Subordinated Notes in accordance with FINRA Rule 5121. If the
distribution is conducted in accordance with FINRA Rule 5121, such Underwriter
would not be permitted to confirm a sale of a Series 2016A Junior Subordinated
Note in this offering to an account over which it exercises
discretionary authority without the prior specific written approval of the
account holder.
EXPERTS
The consolidated financial
statements, and the related financial statement schedule incorporated in this
Prospectus Supplement and the accompanying Prospectus by reference from the
Company¡¦s Annual Report on Form 10-K for the year ended December 31, 2015, and
the effectiveness of the Company¡¦s internal control over financial reporting
have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports, which are incorporated herein by
reference. Such consolidated financial statements and financial statement
schedule have been so incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
S-25
The consolidated annual financial
statements of AGL Resources Inc. incorporated in this Prospectus Supplement and
the accompanying Prospectus by reference from the Company¡¦s Current Report on
Form 8-K dated May 5, 2016 have been audited by PricewaterhouseCoopers LLP,
an independent registered public accounting firm, as stated in their report,
which is incorporated herein by reference. Such consolidated financial
statements have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
S-26
PROSPECTUS
The Southern
Company
Common
Stock
Senior
Notes
Junior
Subordinated Notes
________________________________________________________________
We will provide the specific terms
of these securities in supplements to this Prospectus. You should read this
Prospectus and the applicable Prospectus Supplement carefully before you
invest.
The Southern Company¡¦s common
stock is listed on the New York Stock Exchange under the symbol
¡§SO.¡¨
See ¡§Risk
Factors¡¨ on page 1 for information on certain risks related to the purchase of
securities offered by this Prospectus.
Neither the
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this Prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
________________________________________________________________
March 2, 2015
ABOUT THIS
PROSPECTUS
This Prospectus is part of a
registration statement filed with the Securities and Exchange Commission (the
¡§Commission¡¨) using a ¡§shelf¡¨ registration process under the Securities Act of
1933, as amended (the ¡§1933 Act¡¨). Under the shelf process, The Southern Company
(the ¡§Company¡¨) may sell, in one or more transactions,
|
l |
common stock (the ¡§Common
Stock¡¨), | |
|
l |
senior notes (the ¡§Senior
Notes¡¨), or | |
|
l |
junior subordinated notes
(the ¡§Junior Subordinated
Notes¡¨). | |
This Prospectus provides a general
description of those securities. Each time the Company sells securities, the
Company will provide a prospectus supplement that will contain specific
information about the terms of that offering (¡§Prospectus Supplement¡¨). The
Prospectus Supplement may also add, update or change information contained in
this Prospectus. You should read this Prospectus and the applicable Prospectus
Supplement together with the additional information under the heading ¡§Available
Information.¡¨
RISK
FACTORS
Investing in the Company¡¦s
securities involves risk. Please see the risk factors described in the Company¡¦s
Annual Report on Form 10-K for the fiscal year ended December 31,
2014, which is incorporated by reference in this Prospectus. Before making an
investment decision, you should carefully consider these risks as well as other
information contained or incorporated by reference in this Prospectus. The risks
and uncertainties described are not the only ones facing the Company. Additional
risks and uncertainties not presently known to the Company or that the Company
currently deems immaterial may also impair its business operations, its
financial results and the value of its securities.
AVAILABLE
INFORMATION
The Company has filed with the
Commission a registration statement on Form S-3 (the ¡§Registration
Statement,¡¨ which term encompasses any amendments to the Registration Statement
and exhibits to the Registration Statement) under the 1933 Act. As permitted by
the rules and regulations of the Commission, this Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules to the Registration Statement, to which reference is
made.
The Company is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the ¡§1934 Act¡¨), and in accordance with the 1934 Act files reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549. Information on the operation of the
Public Reference Room may be obtained by calling the Commission at
1-800-SEC-0330. The Commission maintains a website that contains reports, proxy
and information statements and other information regarding registrants including
the Company that file electronically at http://www.sec.gov.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been
filed with the Commission pursuant to the 1934 Act and are incorporated by
reference in this Prospectus and made a part of this Prospectus:
(a) the Company¡¦s Annual Report on
Form 10-K for the fiscal year ended December 31, 2014;
(b) all information in the
Company¡¦s Definitive Proxy Statement on Schedule 14A filed on April 11, 2014, to
the extent incorporated by reference in the Company¡¦s Annual Report on Form 10-K
for the fiscal year ended December 31, 2013; and
(c) the Company¡¦s Current
Reports on Form 8-K dated January 29, 2015, February 9, 2015 and February 12,
2015.
All documents filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act subsequent to the date of this Prospectus and prior to the termination
of this offering shall be deemed to be incorporated by reference in this
Prospectus and made a part of this Prospectus from the date of filing of such
documents; provided, however, that the Company is not incorporating any
information furnished under Item 2.02 or 7.01 of any Current Report on Form 8-K
unless specifically stated otherwise. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be
1
incorporated by reference in this
Prospectus modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company
will provide without charge to each person, including any beneficial owner, to
whom this Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all documents incorporated by reference in this
Prospectus (other than the exhibits to such documents unless such exhibits are
specifically incorporated by reference in this Prospectus). Such requests should
be directed to Melissa K. Caen, Corporate Secretary, The Southern Company, 30
Ivan Allen Jr. Blvd., N.W., Atlanta, Georgia 30308, telephone
(404) 506-5000.
THE SOUTHERN
COMPANY
The Company was incorporated under
the laws of Delaware on November 9, 1945. The Company is registered and
qualified to do business under the laws of Georgia and is qualified to do
business as a foreign corporation under the laws of Alabama. The principal
executive offices of the Company are located at 30 Ivan Allen Jr. Blvd., N.W.,
Atlanta, Georgia 30308, and the telephone number is
(404) 506-5000.
The Company owns all the
outstanding common stock of Alabama Power Company (¡§Alabama Power¡¨), Georgia
Power Company (¡§Georgia Power¡¨), Gulf Power Company and Mississippi Power
Company, each of which is an operating public utility company. The traditional
operating companies supply electric service in the states of Alabama, Georgia,
Florida and Mississippi. In addition, the Company owns all of the common stock
of Southern Power Company (¡§Southern Power¡¨), which is also an operating public
utility company. Southern Power constructs, acquires, owns and manages
generation assets, including renewable energy projects, and sells electricity at
market-based rates in the wholesale market.
The Company also owns all the
outstanding common stock or membership interests of Southern Communications
Services, Inc. (¡§SouthernLINC Wireless¡¨), Southern Nuclear Operating Company,
Inc. (¡§Southern Nuclear¡¨), Southern Company Services, Inc. (¡§SCS¡¨), Southern
Company Holdings, Inc. (¡§Southern Holdings¡¨) and other direct and indirect
subsidiaries. SouthernLINC Wireless provides digital wireless communications for
use by the Company and its subsidiary companies and markets these services to
the public and also provides fiber cable services within the Southeast. Southern
Nuclear operates and provides services to Alabama Power¡¦s and Georgia Power¡¦s
nuclear plants and is currently developing new nuclear generation at Plant
Vogtle, which is co-owned by Georgia Power. SCS is the system service company
providing, at cost, specialized services to the Company and its subsidiary
companies. Southern Holdings is an intermediate holding subsidiary primarily for
the Company¡¦s investments in leveraged leases.
Alabama Power and Georgia Power
each own 50% of the outstanding common stock of Southern Electric Generating
Company (¡§SEGCO¡¨). SEGCO is an operating public utility company that owns
electric generating units. Alabama Power and Georgia Power are each entitled to
one-half of SEGCO¡¦s capacity and energy.
CERTAIN
RATIOS
The following table sets forth the
Ratios of Earnings to Fixed Charges for the periods indicated.
|
Year Ended
December 31, | ||||||||||
|
2010 |
2011 |
2012 |
2013 |
2014 | ||||||
|
Ratio of Earnings to Fixed
Charges(1) |
3.43 |
3.87 |
4.13 |
3.14 |
3.43 | |||||
|
(1) |
This ratio is computed as
follows: (i) ¡§Earnings¡¨ have been calculated by adding to ¡§Earnings
Before Income Taxes¡¨ ¡§Interest expense, net of amounts capitalized,¡¨ the
interest component of rental expense, the amortization of capitalized
interest and the debt portion of allowance for funds used during
construction, less ¡§Dividends on Preferred and Preference Stock of
Subsidiaries¡¨; and (ii) ¡§Fixed Charges¡¨ consist of interest expensed,
capitalized interest, ¡§Dividends on Preferred and Preference Stock of
Subsidiaries,¡¨ the interest component of rental expense and the debt
portion of allowance for funds used during construction. In computing
¡§Fixed Charges,¡¨ ¡§Dividends on Preferred and Preference Stock of
Subsidiaries¡¨ represent the before tax earnings necessary to pay such
dividends, computed at the effective tax rates for the applicable
periods. |
USE OF
PROCEEDS
Except as may be otherwise
described in an applicable Prospectus Supplement, the net proceeds received by
the Company from the sale of the Common Stock, the Senior Notes or the Junior
Subordinated Notes will be used to pay scheduled maturities and/or refundings of
its securities, to repay short-term indebtedness to the extent outstanding and
for other general corporate purposes, including the investment by the Company in
its subsidiaries.
2
DESCRIPTION OF
THE COMMON STOCK
The authorized capital stock of
the Company currently consists of 1,500,000,000 shares of Common Stock, par
value $5 per share. As of December 31, 2014, there were 907,777,315 shares of
common stock issued and outstanding.
All shares of Common Stock of the
Company participate equally with respect to dividends and rank equally upon
liquidation. Each holder is entitled to one vote for each share held and to
cumulative voting at elections of directors. The vote of two-thirds of the
outstanding Common Stock is required to authorize or create preferred stock or
to effect certain changes in the charter provisions affecting the Common Stock.
No stockholder is entitled to preemptive rights.
The shares of Common Stock offered
hereby will be fully paid and nonassessable by the Company and, therefore, will
not be subject to further calls or assessment by the Company.
Certain business combination
transactions, including mergers, sales of assets or securities having a fair
market value of $100,000,000 or more, liquidations, dissolutions,
reclassifications or recapitalizations, between the Company or any of its
subsidiaries and any beneficial owner of more than 5% of the outstanding voting
stock of the Company or any affiliate of such owner must be approved by the
holders of 75% of the outstanding voting stock and a majority of the outstanding
voting stock held by persons other than such beneficial owner, unless approved
by a majority of the ¡§Disinterested Directors¡¨ (generally directors not
affiliated with such beneficial owner) or certain minimum price and procedural
requirements are met. These provisions may have the effect of delaying,
deferring or preventing a change in control of the Company.
The transfer agent and registrar
for the Common Stock is currently Computershare Trust Company, N.A.
DESCRIPTION OF
THE SENIOR NOTES
Set forth below is a description
of the general terms of the Senior Notes. The following description does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, the Senior Note Indenture dated as of January 1, 2007,
between the Company and Wells Fargo Bank, National Association, as trustee (the
¡§Senior Note Indenture Trustee¡¨), as to be supplemented by a supplemental
indenture to the Senior Note Indenture establishing the Senior Notes of each
series (the Senior Note Indenture, as so supplemented, is referred to as the
¡§Senior Note Indenture¡¨), the forms of which are filed as exhibits to the
Registration Statement of which this Prospectus forms a part. The terms of the
Senior Notes will include those stated in the Senior Note Indenture and those
made a part of the Senior Note Indenture by reference to the Trust Indenture Act
of 1939, as amended (the ¡§1939 Act¡¨). Certain capitalized terms used in this
Prospectus and not defined in this Prospectus are defined in the Senior Note
Indenture.
General
The Senior Notes will be issued as
unsecured senior debt securities under the Senior Note Indenture and will rank
equally with all other unsecured and unsubordinated debt of the Company. The
Senior Notes will be effectively subordinated to all existing and future secured
debt of the Company. The Company had no secured debt outstanding at December 31,
2014. Since the Company is a holding company, the right of the Company and,
hence, the right of creditors of the Company (including holders of Senior Notes)
to participate in any distribution of the assets of any subsidiary of the
Company, whether upon liquidation, reorganization or otherwise, is subject to
prior claims of creditors and preferred and preference stockholders of each
subsidiary. As of December 31, 2014, on a consolidated basis, the Company
had approximately $24.2 billion of outstanding long-term debt (including
securities due within one year), of which approximately $22.0 billion was
long-term debt of the Company¡¦s subsidiaries (including securities due within
one year). In addition, the Company¡¦s subsidiaries had approximately $1.1
billion of preferred and preference stock outstanding.
The Senior Note Indenture does not
limit the aggregate principal amount of Senior Notes that may be issued under
the Senior Note Indenture and provides that Senior Notes may be issued from time
to time in one or more series pursuant to an indenture supplemental to the
Senior Note Indenture. The Senior Note Indenture gives the Company the ability
to reopen a previous issue of Senior Notes and issue additional Senior Notes of
such series, unless otherwise provided.
Reference is made to the
Prospectus Supplement that will accompany this Prospectus for the following
terms of the series of Senior Notes being offered by such Prospectus Supplement:
(i) the title of such Senior Notes; (ii) any limit on the aggregate
principal amount of such Senior Notes; (iii) the date or dates on which the
principal of such Senior Notes is payable; (iv) the rate or rates at which
such Senior Notes shall bear interest, if any, or any method by which such rate
or rates will be determined, the date or dates from which such interest will
accrue, the interest payment dates on which such interest shall be payable, and
the regular record date for the interest payable on any interest payment date;
(v) the place or places where the principal of, premium, if any, on and
interest, if any, on such Senior Notes shall be payable; (vi) the period or
periods within which, the price or prices at which and the terms and conditions
on which such Senior Notes may be redeemed, in whole or in part, at the option
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of the Company or at the option of
the holder prior to their maturity; (vii) the obligation, if any, of the
Company to redeem or purchase such Senior Notes; (viii) the date or dates,
if any, after which such Senior Notes may be converted or exchanged at the
option of the holder into or for shares of Common Stock of the Company and the
terms for any such conversion or exchange; (ix) the denominations in which
such Senior Notes shall be issuable; (x) if other than the principal amount
of such Senior Notes, the portion of the principal amount of such Senior Notes
which shall be payable upon declaration of acceleration of the maturity of such
Senior Notes; (xi) any deletions from, modifications of or additions to the
Events of Default or covenants of the Company as provided in the Senior Note
Indenture pertaining to such Senior Notes; (xii) whether such Senior Notes
shall be issued in whole or in part in the form of a Global Security; and
(xiii) any other terms of such Senior Notes.
The Senior Note Indenture does not
contain provisions that afford holders of Senior Notes protection in the event
of a highly leveraged transaction involving the Company.
Events of
Default
The Senior Note Indenture provides
that any one or more of the following described events with respect to the
Senior Notes of any series, which has occurred and is continuing, constitutes an
¡§Event of Default¡¨ with respect to the Senior Notes of such series:
(a) failure for 30 days
to pay interest on the Senior Notes of such series, when due on an interest
payment date other than at maturity or upon earlier redemption; or
(b) failure to pay principal
of, premium, if any, on or interest on the Senior Notes of such series when due
at maturity or upon earlier redemption; or
(c) failure for three
Business Days to deposit any sinking fund payment when due by the terms of a
Senior Note of such series; or
(d) failure to observe or
perform any other covenant or warranty of the Company in the Senior Note
Indenture (other than a covenant or warranty which has expressly been included
in the Senior Note Indenture solely for the benefit of one or more series of
Senior Notes other than such series) for 90 days after written notice to
the Company from the Senior Note Indenture Trustee or the holders of at least
25% in principal amount of the outstanding Senior Notes of such series;
or
(e) certain events of
bankruptcy, insolvency or reorganization of the Company.
The holders of not less than a
majority in aggregate outstanding principal amount of the Senior Notes of any
series have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Senior Note Indenture Trustee with
respect to the Senior Notes of such series. If a Senior Note Indenture Event of
Default occurs and is continuing with respect to the Senior Notes of any series,
then the Senior Note Indenture Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of the Senior Notes of such series may
declare the principal amount of the Senior Notes due and payable immediately by
notice in writing to the Company (and to the Senior Note Indenture Trustee if
given by the holders), and upon any such declaration such principal amount shall
become immediately due and payable. At any time after such a declaration of
acceleration with respect to the Senior Notes of any series has been made and
before a judgment or decree for payment of the money due has been obtained as
provided in Article Five of the Senior Note Indenture, the holders of not less
than a majority in aggregate outstanding principal amount of the Senior Notes of
such series may, by written notice to the Company and the Senior Note Indenture
Trustee, rescind and annul such declaration and its consequences if the default
has been cured or waived and the Company has paid or deposited with the Senior
Note Indenture Trustee a sum sufficient to pay all matured installments of
interest and principal due otherwise than by acceleration and all sums paid or
advanced by the Senior Note Indenture Trustee, including reasonable compensation
and expenses of the Senior Note Indenture Trustee.
The holders of not less than a
majority in aggregate outstanding principal amount of the Senior Notes of any
series may, on behalf of the holders of all the Senior Notes of such series,
waive any past default with respect to such series, except (i) a default in
the payment of principal or interest or (ii) a default in respect of a
covenant or provision which under Article Nine of the Senior Note Indenture
cannot be modified or amended without the consent of the holder of each
outstanding Senior Note of such series affected.
Registration
and Transfer
The Company shall not be required
to (i) issue, register the transfer of or exchange Senior Notes of any
series during a period of 15 days immediately preceding the date notice is given
identifying the Senior Notes of such series called for redemption or
(ii) issue, register the transfer of or exchange any Senior Notes so
selected for redemption, in whole or in part, except the unredeemed portion of
any Senior Note being redeemed in part.
4
Payment and
Paying Agent
Unless otherwise indicated in an
applicable Prospectus Supplement, payment of principal of any Senior Notes will
be made only against surrender to the Paying Agent of such Senior Notes.
Principal of and interest on Senior Notes will be payable, subject to any
applicable laws and regulations, at the office of such Paying Agent or Paying
Agents as the Company may designate from time to time, except that, at the
option of the Company, payment of any interest may be made by wire transfer or
other electronic transfer or by check mailed to the address of the person
entitled to an interest payment as such address shall appear in the Security
Register with respect to the Senior Notes. Payment of interest on Senior Notes
on any interest payment date will be made to the person in whose name the Senior
Notes (or predecessor security) are registered at the close of business on the
record date for such interest payment.
Unless otherwise indicated in an
applicable Prospectus Supplement, the Senior Note Indenture Trustee will act as
Paying Agent with respect to the Senior Notes. The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agents or approve a change in the office through which any Paying Agent
acts.
All moneys paid by the Company to
a Paying Agent for the payment of the principal of or interest on the Senior
Notes of any series which remain unclaimed at the end of two years after such
principal or interest shall have become due and payable will be repaid to the
Company, and the holder of such Senior Notes will from that time forward look
only to the Company for payment of such principal and interest.
Modification
The Senior Note Indenture contains
provisions permitting the Company and the Senior Note Indenture Trustee, with
the consent of the holders of not less than a majority in principal amount of
the outstanding Senior Notes of each series that is affected, to modify the
Senior Note Indenture or the rights of the holders of the Senior Notes of such
series; provided, that no such modification may, without the consent of the
holder of each outstanding Senior Note that is affected, (i) change the
stated maturity of the principal of, or any installment of principal of or
interest on, any Senior Note, or reduce the principal amount of any Senior Note
or the rate of interest on any Senior Note or any premium payable upon the
redemption of any Senior Note, or change the method of calculating the rate of
interest on any Senior Note, or impair the right to institute suit for the
enforcement of any such payment on or after the stated maturity of any Senior
Note (or, in the case of redemption, on or after the redemption date), or
(ii) reduce the percentage of principal amount of the outstanding Senior
Notes of any series, the consent of whose holders is required for any such
supplemental indenture, or the consent of whose holders is required for any
waiver (of compliance with certain provisions of the Senior Note Indenture or
certain defaults under the Senior Note Indenture and their consequences)
provided for in the Senior Note Indenture, or (iii) modify any of the
provisions of the Senior Note Indenture relating to supplemental indentures,
waiver of past defaults or waiver of certain covenants, except to increase any
such percentage or to provide that certain other provisions of the Senior Note
Indenture cannot be modified or waived without the consent of the holder of each
outstanding Senior Note that is affected.
In addition, the Company and the
Senior Note Indenture Trustee may execute, without the consent of any holders of
Senior Notes, any supplemental indenture for certain other usual purposes,
including the creation of any new series of Senior Notes.
Consolidation,
Merger and Sale
The Company shall not consolidate
with or merge into any other corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any person, unless
(1) such other corporation or person is a corporation organized and
existing under the laws of the United States, any state in the United States or
the District of Columbia and such other corporation or person expressly assumes,
by supplemental indenture executed and delivered to the Senior Note Indenture
Trustee, the payment of the principal of, premium, if any, on and interest on
all the Senior Notes and the performance of every covenant of the Senior Note
Indenture on the part of the Company to be performed or observed;
(2) immediately after giving effect to such transactions, no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and (3) the
Company has delivered to the Senior Note Indenture Trustee an officers¡¦
certificate and an opinion of counsel, each stating that such transaction
complies with the provisions of the Senior Note Indenture governing
consolidation, merger, conveyance, transfer or lease and that all conditions
precedent to the transaction have been complied with.
5
Information
Concerning the Senior Note Indenture Trustee
The Senior Note Indenture Trustee,
prior to an Event of Default with respect to Senior Notes of any series,
undertakes to perform, with respect to Senior Notes of such series, only such
duties as are specifically set forth in the Senior Note Indenture and, in case
an Event of Default with respect to Senior Notes of any series has occurred and
is continuing, shall exercise, with respect to Senior Notes of such series, the
same degree of care as a prudent individual would exercise in the conduct of his
or her own affairs. Subject to such provision, the Senior Note Indenture Trustee
is under no obligation to exercise any of the powers vested in it by the Senior
Note Indenture at the request of any holder of Senior Notes of any series,
unless offered reasonable indemnity by such holder against the costs, expenses
and liabilities which might be incurred by the Senior Note Indenture Trustee.
The Senior Note Indenture Trustee is not required to expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties if the Senior Note Indenture Trustee reasonably believes that repayment
or adequate indemnity is not reasonably assured to it.
The Senior Note Indenture Trustee
may serve as Subordinated Note Indenture Trustee. The Company and certain of its
subsidiaries maintain deposit accounts and banking relationships with the Senior
Note Indenture Trustee. The Senior Note Indenture Trustee and certain of its
affiliates may also serve as trustee under other indentures pursuant to which
securities of the Company and certain subsidiaries of the Company are
outstanding.
Governing
Law
The Senior Note Indenture and the
Senior Notes will be governed by, and construed in accordance with, the internal
laws of the State of New York.
Miscellaneous
The Company will have the right at
all times to assign any of its rights or obligations under the Senior Note
Indenture to a direct or indirect wholly-owned subsidiary of the Company;
provided, that, in the event of any such assignment, the Company will remain
primarily liable for all such obligations. Subject to the foregoing, the Senior
Note Indenture will be binding upon and inure to the benefit of the parties to
the Senior Note Indenture and their respective successors and
assigns.
DESCRIPTION OF
THE JUNIOR SUBORDINATED NOTES
Set forth below is a description
of the general terms of the Junior Subordinated Notes. The following description
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the Subordinated Note Indenture to be entered into
between the Company and the trustee as named in the Subordinated Note Indenture
(the ¡§Subordinated Note Indenture Trustee¡¨), as to be supplemented by a
supplemental indenture to the Subordinated Note Indenture establishing the
Junior Subordinated Notes of each series (the Subordinated Note Indenture, as so
supplemented, is referred to as the ¡§Subordinated Note Indenture¡¨), the forms of
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part. The terms of the Junior Subordinated Notes will include
those stated in the Subordinated Note Indenture and those made a part of the
Subordinated Note Indenture by reference to the 1939 Act. Certain capitalized
terms used in this Prospectus and not defined in this Prospectus are defined in
the Subordinated Note Indenture.
General
The Junior Subordinated Notes will
be issued as unsecured junior subordinated debt securities under the
Subordinated Note Indenture. The Subordinated Note Indenture does not limit the
aggregate principal amount of Junior Subordinated Notes that may be issued under
the Subordinated Note Indenture and provides that Junior Subordinated Notes may
be issued from time to time in one or more series pursuant to an indenture
supplemental to the Subordinated Note Indenture. The Subordinated Note Indenture
gives the Company the ability to reopen a previous issue of Junior Subordinated
Notes and issue additional Junior Subordinated Notes of such series, unless
otherwise provided.
Reference is made to the
Prospectus Supplement that will accompany this Prospectus for the following
terms of the series of Junior Subordinated Notes being offered by such
Prospectus Supplement: (i) the title of such Junior Subordinated Notes;
(ii) any limit on the aggregate principal amount of such Junior
Subordinated Notes; (iii) the date or dates on which the principal of such
Junior Subordinated Notes is payable; (iv) the rate or rates at which such
Junior Subordinated Notes shall bear interest, if any, or any method by which
such rate or rates will be determined, the date or dates from which such
interest will accrue, the interest payment dates on which such interest shall be
payable, and the regular record date for the interest payable on any interest
payment date; (v) the place or places where the principal of, premium, if
any, on and interest, if any, on such Junior Subordinated Notes shall be
payable; (vi) the period or periods within which, the price or prices at
which and the terms and
6
conditions on which such Junior
Subordinated Notes may be redeemed, in whole or in part, at the option of the
Company or at the option of the holder prior to their maturity; (vii) the
obligation, if any, of the Company to redeem or purchase such Junior
Subordinated Notes; (viii) the date or dates, if any, after which such
Junior Subordinated Notes may be converted or exchanged at the option of the
holder into or for shares of Common Stock of the Company and the terms for any
such conversion or exchange; (ix) the denominations in which such Junior
Subordinated Notes shall be issuable; (x) if other than the principal
amount of the Junior Subordinated Notes, the portion of the principal amount of
such Junior Subordinated Notes which shall be payable upon declaration of
acceleration of the maturity of such Junior Subordinated Notes; (xi) any
deletions from, modifications of or additions to the Events of Default or
covenants of the Company as provided in the Subordinated Note Indenture
pertaining to such Junior Subordinated Notes; (xii) whether such Junior
Subordinated Notes shall be issued in whole or in part in the form of a Global
Security; (xiii) the right, if any, of the Company to extend the interest
payment periods of such Junior Subordinated Notes; and (xiv) any other
terms of such Junior Subordinated Notes.
The Subordinated Note Indenture
does not contain provisions that afford holders of Junior Subordinated Notes
protection in the event of a highly leveraged transaction involving the
Company.
Subordination
The Junior Subordinated Notes are
subordinated and junior in right of payment to all Senior Indebtedness (as
defined below) of the Company. No payment of principal of (including redemption
payments, if any), premium, if any, on or interest on (including Additional
Interest (as defined below)) the Junior Subordinated Notes may be made if
(a) any Senior Indebtedness is not paid when due and any applicable grace
period with respect to such default has ended with such default not being cured
or waived or otherwise ceasing to exist, or (b) the maturity of any Senior
Indebtedness has been accelerated because of a default, or (c) notice has
been given of the exercise of an option to require repayment, mandatory payment
or prepayment or otherwise of the Senior Indebtedness. Upon any payment or
distribution of assets of the Company to creditors upon any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of
creditors, marshalling of assets or liabilities, or any bankruptcy, insolvency
or similar proceedings of the Company, the holders of Senior Indebtedness shall
be entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Indebtedness before the holders of the Junior
Subordinated Notes are entitled to receive or retain any payment or
distribution. Subject to the prior payment of all Senior Indebtedness, the
rights of the holders of the Junior Subordinated Notes will be subrogated to the
rights of the holders of Senior Indebtedness to receive payments and
distributions applicable to such Senior Indebtedness until all amounts owing on
the Junior Subordinated Notes are paid in full.
The term ¡§Senior Indebtedness¡¨
means, with respect to the Company, (i) any payment due in respect of
indebtedness of the Company, whether outstanding at the date of execution of the
Subordinated Note Indenture or incurred, created or assumed after such date,
(a) in respect of money borrowed (including any financial derivative,
hedging or futures contract or similar instrument) and (b) evidenced by
securities, debentures, bonds, notes or other similar instruments issued by the
Company that, by their terms, are senior or senior subordinated debt securities
including, without limitation, all such obligations under its indentures with
various trustees; (ii) all capital lease obligations; (iii) all
obligations issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations of the Company under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business and long-term purchase obligations); (iv) all
obligations for the reimbursement of any letter of credit, banker¡¦s acceptance,
security purchase facility or similar credit transaction; (v) all
obligations of the type referred to in clauses (i) through (iv) above
of other persons the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise; and (vi) all obligations of the type
referred to in clauses (i) through (v) above of other persons secured
by any lien on any property or asset of the Company (whether or not such
obligation is assumed by the Company), except for (1) any such indebtedness
that is by its terms subordinated to or that ranks equally with the Junior
Subordinated Notes and (2) any unsecured indebtedness between or among the
Company or its affiliates. Such Senior Indebtedness shall continue to be Senior
Indebtedness and be entitled to the benefits of the subordination provisions
contained in the Subordinated Note Indenture irrespective of any amendment,
modification or waiver of any term of such Senior Indebtedness.
The Subordinated Note Indenture
does not limit the aggregate amount of Senior Indebtedness that may be issued by
the Company. As of December 31, 2014, Senior Indebtedness of the Company
aggregated approximately $2,450,000,000. Since the Company is a holding company,
the right of the Company and, hence, the right of creditors of the Company
(including holders of Senior Notes and Junior Subordinated Notes) to participate
in any distribution of the assets of any subsidiary of the Company, whether upon
liquidation, reorganization or otherwise, is subject to prior claims of
creditors and preferred and preferences stockholders of each subsidiary. As of
December 31, 2014, on a consolidated basis, the Company had approximately
$24.2 billion of outstanding long-term debt (including securities due within one
year), of which approximately $22.0 billion was long-term debt of the Company¡¦s
subsidiaries (including securities due within one year). In addition, as of
December 31, 2014 the Company¡¦s subsidiaries had approximately $1.1 billion of
preferred and preference stock outstanding.
7
Additional
Interest
¡§Additional Interest¡¨ is defined
in the Subordinated Note Indenture as any interest due and not paid on an
interest payment date, together with interest on such interest due from such
interest payment date to the date of payment, compounded quarterly, on each
interest payment date.
Certain
Covenants
The Company covenants in the
Subordinated Note Indenture, for the benefit of the holders of each series of
Junior Subordinated Notes, that, (i) if at such time the Company shall have
given notice of its election to extend an interest payment period for such
series of Junior Subordinated Notes and such extension shall be continuing, or
(ii) if at such time an Event of Default under the Subordinated Note Indenture
with respect to such series of Junior Subordinated Notes shall have occurred and
be continuing, (a) the Company shall not declare or pay any dividend or
make any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock and (b) the
Company shall not make any payment of interest on, principal of or premium, if
any, on or repay, repurchase or redeem any debt securities (including
guarantees) issued by the Company which rank equally with or junior to the
Junior Subordinated Notes. None of the foregoing, however, shall restrict
(i) any of the actions described in the preceding sentence resulting from
any reclassification of the Company¡¦s capital stock or the exchange or
conversion of one class or series of the Company¡¦s capital stock for another
class or series of the Company¡¦s capital stock, (ii) the purchase of
fractional interests in shares of the Company¡¦s capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (iii) dividends, payments or distributions payable
in shares of capital stock, (iv) redemptions, purchases or other
acquisitions of shares of capital stock in connection with any employment
contract, incentive plan, benefit plan or other similar arrangement of the
Company or any of its subsidiaries or in connection with a dividend reinvestment
or stock purchase plan, or (v) any declaration of a dividend in connection
with implementation of any stockholders¡¦ rights plan, or the issuance of rights,
stock or other property under any such plan, or the redemption, repurchase or
other acquisition of any such rights pursuant thereto.
Events of
Default
The Subordinated Note Indenture
provides that any one or more of the following described events with respect to
the Junior Subordinated Notes of any series, which has occurred and is
continuing, constitutes an ¡§Event of Default¡¨ with respect to the Junior
Subordinated Notes of such series:
(a) failure for 30 days
to pay interest on the Junior Subordinated Notes of such series, including any
Additional Interest in respect of the Junior Subordinated Notes of such series,
when due on an interest payment date other than at maturity or upon earlier
redemption; provided, however, that a valid extension of the interest payment
period by the Company shall not constitute a default in the payment of interest
for this purpose; or
(b) failure to pay principal
of, or premium, if any, on or interest, including Additional Interest, on the
Junior Subordinated Notes of such series when due at maturity or upon earlier
redemption; or
(c) failure for three
Business Days to deposit any sinking fund payment when due by the terms of a
Junior Subordinated Note of such series; or
(d) failure to observe or
perform any other covenant or warranty of the Company in the Subordinated Note
Indenture (other than a covenant or warranty which has expressly been included
in the Subordinated Note Indenture solely for the benefit of one or more series
of Junior Subordinated Notes other than such series) for 90 days after
written notice to the Company from the Subordinated Note Indenture Trustee or
the holders of at least 25% in principal amount of the outstanding Junior
Subordinated Notes of such series; or
(e) certain events of
bankruptcy, insolvency or reorganization of the Company.
The holders of not less than a
majority in aggregate outstanding principal amount of the Junior Subordinated
Notes of any series have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Subordinated Note
Indenture Trustee with respect to the Junior Subordinated Notes of such series.
If a Subordinated Note Indenture Event of Default occurs and is continuing with
respect to the Junior Subordinated Notes of any series, then the Subordinated
Note Indenture Trustee or the holders of not less than 25% in aggregate
outstanding principal amount of the Junior Subordinated Notes of such series may
declare the principal amount of the Junior Subordinated Notes due and payable
immediately by notice in writing to the Company (and to the Subordinated Note
Indenture Trustee if given by the holders), and upon any such declaration such
principal amount shall become immediately due and payable. At any time after
such a declaration of acceleration with respect to the Junior Subordinated Notes
of any series has been made and before a judgment or decree for payment of the
money due has been obtained as provided in Article Five of the Subordinated Note
Indenture, the
8
holders of not less than a
majority in aggregate outstanding principal amount of the Junior Subordinated
Notes of such series may, by written notice to the Company and the Subordinated
Note Indenture Trustee, rescind and annul such declaration and its consequences
if the default has been cured or waived and the Company has paid or deposited
with the Subordinated Note Indenture Trustee a sum sufficient to pay all matured
installments of interest (including any Additional Interest) and principal due
otherwise than by acceleration and all sums paid or advanced by the Subordinated
Note Indenture Trustee, including reasonable compensation and expenses of the
Subordinated Note Indenture Trustee.
The holders of not less than a
majority in aggregate outstanding principal amount of the Junior Subordinated
Notes of any series may, on behalf of the holders of all the Junior Subordinated
Notes of such series, waive any past default with respect to such series, except
(i) a default in the payment of principal or interest or (ii) a
default in respect of a covenant or provision which under Article Nine of the
Subordinated Note Indenture cannot be modified or amended without the consent of
the holder of each outstanding Junior Subordinated Note of such series
affected.
Registration
and Transfer
The Company shall not be required
to (i) issue, register the transfer of or exchange Junior Subordinated
Notes of any series during a period of 15 days immediately preceding the date
notice is given identifying the Junior Subordinated Notes of such series called
for redemption or (ii) issue, register the transfer of or exchange any
Junior Subordinated Notes so selected for redemption, in whole or in part,
except the unredeemed portion of any Junior Subordinated Note being redeemed in
part.
Payment and
Paying Agent
Unless otherwise indicated in an
applicable Prospectus Supplement, payment of principal of any Junior
Subordinated Notes will be made only against surrender to the Paying Agent of
such Junior Subordinated Notes. Principal of and interest on Junior Subordinated
Notes will be payable, subject to any applicable laws and regulations, at the
office of such Paying Agent or Paying Agents as the Company may designate from
time to time, except that, at the option of the Company, payment of any interest
may be made by wire transfer or other electronic transfer or by check mailed to
the address of the person entitled to an interest payment as such address shall
appear in the Security Register with respect to the Junior Subordinated Notes.
Payment of interest on Junior Subordinated Notes on any interest payment date
will be made to the person in whose name the Junior Subordinated Notes (or
predecessor security) are registered at the close of business on the record date
for such interest payment.
Unless otherwise indicated in an
applicable Prospectus Supplement, the Subordinated Note Indenture Trustee will
act as Paying Agent with respect to the Junior Subordinated Notes. The Company
may at any time designate additional Paying Agents or rescind the designation of
any Paying Agents or approve a change in the office through which any Paying
Agent acts.
All moneys paid by the Company to
a Paying Agent for the payment of the principal of or interest on the Junior
Subordinated Notes of any series which remain unclaimed at the end of two years
after such principal or interest shall have become due and payable will be
repaid to the Company, and the holder of such Junior Subordinated Notes will
from that time forward look only to the Company for payment of such principal
and interest.
Modification
The Subordinated Note Indenture
contains provisions permitting the Company and the Subordinated Note Indenture
Trustee, with the consent of the holders of not less than a majority in
principal amount of the outstanding Junior Subordinated Notes of each series
that is affected, to modify the Subordinated Note Indenture or the rights of the
holders of the Junior Subordinated Notes of such series; provided that no such
modification may, without the consent of the holder of each outstanding Junior
Subordinated Note that is affected, (i) change the stated maturity of the
principal of, or any installment of principal of or interest on, any Junior
Subordinated Note, or reduce the principal amount of any Junior Subordinated
Note or the rate of interest (including Additional Interest) on any Junior
Subordinated Note or any premium payable upon the redemption of any Junior
Subordinated Note, or change the method of calculating the rate of interest on
any Junior Subordinated Note, or impair the right to institute suit for the
enforcement of any such payment on or after the stated maturity of any Junior
Subordinated Note (or, in the case of redemption, on or after the redemption
date), or (ii) reduce the percentage of principal amount of the outstanding
Junior Subordinated Notes of any series, the consent of whose holders is
required for any such supplemental indenture, or the consent of whose holders is
required for any waiver (of compliance with certain provisions of the
Subordinated Note Indenture or certain defaults under the Subordinated Note
Indenture and their consequences) provided for in the Subordinated Note
Indenture, or (iii) modify any of the provisions of the Subordinated Note
Indenture relating to supplemental indentures, waiver of past defaults or waiver
of certain covenants, except to increase any such percentage or to provide that
certain other provisions of the Subordinated Note Indenture cannot be modified
or waived without the consent of
9
the holder of each outstanding
Junior Subordinated Note that is affected, or (iv) modify the provisions of
the Subordinated Note Indenture with respect to the subordination of the Junior
Subordinated Notes in a manner adverse to such holder.
In addition, the Company and the
Subordinated Note Indenture Trustee may execute, without the consent of any
holders of Junior Subordinated Notes, any supplemental indenture for certain
other usual purposes, including the creation of any new series of Junior
Subordinated Notes.
Consolidation,
Merger and Sale
The Company shall not consolidate
with or merge into any other corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any person, unless
(1) such other corporation or person is a corporation organized and
existing under the laws of the United States, any state of the United States or
the District of Columbia and such other corporation or person expressly assumes,
by supplemental indenture executed and delivered to the Subordinated Note
Indenture Trustee, the payment of the principal of and premium, if any, on and
interest (including Additional Interest) on all the Junior Subordinated Notes
and the performance of every covenant of the Subordinated Note Indenture on the
part of the Company to be performed or observed; (2) immediately after
giving effect to such transactions, no Event of Default, and no event which,
after notice or lapse of time or both, would become an Event of Default, shall
have happened and be continuing; and (3) the Company has delivered to the
Subordinated Note Indenture Trustee an officers¡¦ certificate and an opinion of
counsel, each stating that such transaction complies with the provisions of the
Subordinated Note Indenture governing consolidation, merger, conveyance,
transfer or lease and that all conditions precedent to the transaction have been
complied with.
Information
Concerning the Subordinated Note Indenture Trustee
The Subordinated Note Indenture
Trustee, prior to an Event of Default with respect to Junior Subordinated Notes
of any series, undertakes to perform, with respect to Junior Subordinated Notes
of such series, only such duties as are specifically set forth in the
Subordinated Note Indenture and, in case an Event of Default with respect to
Junior Subordinated Notes of any series has occurred and is continuing, shall
exercise, with respect to Junior Subordinated Notes of such series, the same
degree of care as a prudent individual would exercise in the conduct of his or
her own affairs. Subject to such provision, the Subordinated Note Indenture
Trustee is under no obligation to exercise any of the powers vested in it by the
Subordinated Note Indenture at the request of any holder of Junior Subordinated
Notes of any series, unless offered reasonable indemnity by such holder against
the costs, expenses and liabilities which might be incurred by the Subordinated
Note Indenture Trustee. The Subordinated Note Indenture Trustee is not required
to expend or risk its own funds or otherwise incur any financial liability in
the performance of its duties if the Subordinated Note Indenture Trustee
reasonably believes that repayment or adequate indemnity is not reasonably
assured to it.
The Subordinated Note Indenture
Trustee may serve as Senior Note Indenture Trustee. The Company and certain of
its subsidiaries may maintain deposit accounts and banking relationships with
the Subordinated Note Indenture Trustee. The Subordinated Note Indenture Trustee
and certain of its affiliates may also serve as trustee under other indentures
pursuant to which securities of the Company and certain subsidiaries of the
Company are outstanding.
Governing
Law
The Subordinated Note Indenture
and the Junior Subordinated Notes will be governed by, and construed in
accordance with, the internal laws of the State of New York.
Miscellaneous
The Company will have the right at
all times to assign any of its rights or obligations under the Subordinated Note
Indenture to a direct or indirect wholly-owned subsidiary of the Company;
provided, that, in the event of any such assignment, the Company will remain
primarily liable for all such obligations. Subject to the foregoing, the
Subordinated Note Indenture will be binding upon and inure to the benefit of the
parties to the Subordinated Note Indenture and their respective successors and
assigns.
PLAN OF
DISTRIBUTION
The Company may sell the Common
Stock, the Senior Notes and the Junior Subordinated Notes in one or more of the
following ways from time to time: (i) to underwriters for resale to the
public or to institutional investors; (ii) directly to institutional
investors; or (iii) through agents to the public or to institutional
investors. The Prospectus Supplement with respect
10
to Common Stock and each series of
Senior Notes or Junior Subordinated Notes will set forth the terms of the
offering of such Common Stock, Senior Notes or Junior Subordinated Notes,
including the name or names of any underwriters or agents, the purchase price of
such Common Stock, Senior Notes or Junior Subordinated Notes and the proceeds to
the Company from such sale, any underwriting discounts or agency fees and other
items constituting underwriters¡¦ or agents¡¦ compensation, any initial public
offering price, any discounts or concessions allowed or reallowed or paid to
dealers and any securities exchange on which such Common Stock, Senior Notes or
Junior Subordinated Notes may be listed.
If underwriters participate in the
sale, such Common Stock, Senior Notes or Junior Subordinated Notes will be
acquired by the underwriters for their own accounts and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale.
Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase any
Common Stock, Senior Notes or Junior Subordinated Notes will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all of such Common Stock, Senior Notes or Junior Subordinated Notes, if any are
purchased.
Underwriters and agents may be
entitled under agreements entered into with the Company to indemnification
against certain civil liabilities, including liabilities under the 1933 Act.
Underwriters and agents and their affiliates may engage in transactions with, or
perform services for, the Company in the ordinary course of business, for which
they may receive customary compensation.
Each series of Senior Notes or
Junior Subordinated Notes will be a new issue of securities and will have no
established trading market. Any underwriters to whom Senior Notes or Junior
Subordinated Notes are sold for public offering and sale may make a market in
such Senior Notes or Junior Subordinated Notes, but such underwriters will not
be obligated to do so and may discontinue any market making at any time without
notice. The Senior Notes or Junior Subordinated Notes may or may not be listed
on a national securities exchange.
LEGAL
MATTERS
The validity of the Common Stock,
the Senior Notes, the Junior Subordinated Notes and certain matters relating to
such securities will be passed upon on behalf of the Company by Troutman
Sanders LLP, Atlanta, Georgia. Certain legal matters will be passed upon
for the underwriters by Hunton & Williams LLP, New York, New York. From
time to time, Hunton & Williams LLP acts as counsel to affiliates of the
Company for some matters.
EXPERTS
The consolidated financial
statements, and the related consolidated financial statement schedule,
incorporated in this Prospectus by reference from the Company¡¦s Annual Report on
Form 10-K, and the effectiveness of the Company¡¦s internal control over
financial reporting have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports, which
are incorporated herein by reference. Such financial statements and financial
statement schedule have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and
auditing.
11
$800,000,000
Series
2016A 5.25% Junior Subordinated Notes
due
October 1, 2076
__________________________________
PROSPECTUS
SUPPLEMENT
September 12,
2016
__________________________________
Joint
Book-Running Managers
|
BofA
Merrill Lynch |
Morgan
Stanley |
UBS
Investment Bank |
Wells
Fargo Securities | |||
|
Senior
Co-Managers | ||||||||
|
Citigroup |
Goldman,
Sachs & Co. |
J.P.
Morgan |
Mizuho
Securities | |||||