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Southern Company announces tender offer for Capital Securities


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Tuesday, December 13, 2005, ATLANTA – Southern Company announced today that its indirect wholly-owned subsidiary, Southern Company Capital Funding, Inc. (“Capital Funding”), has commenced a cash tender offer for certain of the outstanding 8.19 percent Exchange Capital Securities of Southern Company Capital Trust I and 8.14 percent Exchange Capital Securities of Southern Company Capital Trust II (collectively, the “Capital Securities”). The tender offer will expire at midnight, EST, on Jan. 11, 2006, unless extended or earlier terminated (the “Expiration Time”). Southern Company’s objective is to improve its capital structure by retiring a portion of the higher-cost Capital Securities and replacing those obligations with lower-cost capital.

Under the terms of the Offer to Purchase dated Dec. 13, 2005, Capital Funding is offering to purchase a portion of the outstanding aggregate liquidation amount (the “Liquidation Purchase Amount”) of each class of Capital Securities listed in the table below, subject to certain conditions described below, using a fixed-spread pricing methodology. In each case, the fixed-spread pricing will result in total consideration for each $1,000 liquidation amount of Capital Securities tendered equal to the sum of (1) the present value of the applicable redemption price on the applicable early redemption date and (2) the present value of the distributions that would accrue until the applicable early redemption date, each as determined by a fixed spread of 30 basis points over the yield to maturity of a specified U.S. Treasury reference security. The table below shows, among other things, the classes of Capital Securities subject to the tender offer, the applicable early redemption date and early redemption price of each class of Capital Securities, the Liquidation Purchase Amount of each class of Capital Securities, the applicable U.S. Treasury reference security and the applicable fixed spread:

Title of Security CUSIP Number Early Redemption Date Early Redemption Price Liquidation Amount Outstanding1 Liquidation Purchase Amount2 Reference Security Reference Page Fixed Spread (basis points) 8.19% Exchange Capital Securities of Southern Company Capital Trust I 84258PAC1 February 1, 2007 $1,040.95 $282,486,000 $150,000,000 4.25% U.S. Treasury Note due 11/30/2007 PX1 +30 8.14% Exchange Capital Securities of Southern Company Capital Trust II 84258RAC7 February 15, 2007 $1,040.70 $73,500,000 $50,000,000 4.25% U.S. Treasury Note due 11/30/2007 PX1 +30 _________________ 1. Aggregate liquidation amount outstanding as of Dec. 12, 2005. 2. See below. Capital Funding may increase the Liquidation Purchase Amount for either or both classes of Capital Securities subject to the overall maximum liquidation purchase amount without extending withdrawal rights.

Holders who tender their Capital Securities on or prior to 5 p.m., EST, on Dec. 28, 2005, unless extended or earlier terminated (the “Early Tender Time”), will receive the total consideration, which includes an early tender premium of $20 per $1,000 liquidation amount of Capital Securities purchased. Holders who tender their Capital Securities after the Early Tender Time but prior to the Expiration Time will receive the total consideration less the early tender premium. In addition, in all cases, holders will receive accrued and unpaid distributions from the last distribution date for such class of Capital Securities to, but not including, the date the Capital Securities are purchased. The purchase price is expected to be determined at 2 p.m., EST, on Dec. 29, 2005.

Payment for tendered Capital Securities will be made in same day funds promptly after they are accepted for payment. The settlement date is expected to be Jan. 12, 2006.

Capital Funding may increase the Liquidation Purchase Amount for either or both classes of Capital Securities (in which case, the term “Liquidation Principal Amount” shall mean such amount as so increased with respect to such class of Capital Securities) subject to and in accordance with applicable law, depending on the liquidation amount of Capital Securities validly tendered and not withdrawn, provided that the aggregate liquidation amount of the Capital Securities purchased shall not exceed $250 million. If the aggregate liquidation amount of Capital Securities of either class validly tendered and not withdrawn at the Expiration Time exceeds the applicable Liquidation Purchase Amount of such class, Capital Funding (subject to the terms and conditions of the tender offer) will accept Capital Securities of such class for purchase on a pro rata basis. Except as set forth in the Offer to Purchase or as required by applicable law, Capital Securities tendered prior to the Early Tender Time may only be withdrawn in writing before the Early Tender Time and Capital Securities tendered after the Early Tender Time may not be withdrawn.

The tender offer is conditioned on the satisfaction of certain conditions. If any of the conditions are not satisfied, Capital Funding is not obligated to accept for payment, purchase or pay for, and may delay acceptance for payment of, any tendered Capital Securities, in each event, subject to applicable laws, and may terminate the tender offer.

Full details of the terms and conditions of the tender offer are included in Capital Funding’s Offer to Purchase dated as of Dec. 13, 2005. Holders of Capital Securities are urged to read the Offer to Purchase carefully because it contains important information regarding the tender offer.

Citigroup Corporate and Investment Banking will act as Dealer Manager for the tender offer. Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent, at 212-430-3774 or 866-470-3700.

This news release is neither an offer to purchase nor a solicitation of an offer to sell the Capital Securities or any other security. The offer is made only by an Offer to Purchase dated Dec. 13, 2005. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer shall be deemed to be made on behalf of Capital Funding by Citigroup Corporate and Investment Banking or one or more registered broker dealers under the laws of such jurisdiction. Persons with questions regarding the offer should contact the Dealer Manager, toll-free at 800-558-3745, or the Information Agent, toll-free at 866-470-3700.

With more than 4 million customers and more than 40,000 megawatts of generating capacity, Atlanta-based Southern Company (NYSE: SO) is the premier super-regional energy company in the Southeast and a leading U.S. producer of electricity. Southern Company owns electric utilities in four states, a growing competitive generation company and a competitive retail natural gas business, as well as fiber optics and wireless communications. Southern Company brands are known for excellent customer service, high reliability and retail electric prices that are 15 percent below the national average. Southern Company has been ranked the nation’s top energy utility in the American Customer Satisfaction Index six years in a row. Southern Company has more than 500,000 shareholders, making its common stock one of the most widely held in the United States. Visit the Southern Company Web site at www.southerncompany.com.

Forward Looking Statements Note: Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. The following factors, in addition to those discussed in Southern Company’s Annual Report on Form 10-K for the year ended Dec. 31, 2004, and subsequent securities filings, could cause results to differ materially from management expectations as suggested by such forward-looking information: the impact of recent and future federal and state regulatory change, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, and also changes in environmental, tax and other laws and regulations to which Southern Company and its subsidiaries are subject, as well as changes in application of existing laws and regulations; current and future litigation, regulatory investigations, proceedings or inquiries, including the pending EPA civil actions against certain Southern Company subsidiaries, FERC matters, IRS audits and Mirant-related matters; the effects, extent and timing of the entry of additional competition in the markets in which Southern Company’s subsidiaries operate; variations in demand for electricity and gas, including those relating to weather, the general economy and population and business growth (and declines); available sources and costs of fuels; ability to control costs; investment performance of Southern Company’s employee benefit plans; advances in technology; state and federal rate regulations and the impact of pending and future rate cases and negotiations; the performance of projects undertaken by the non-utility businesses and the success of efforts to invest in and develop new opportunities; internal restructuring or other restructuring options that may be pursued; potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to Southern Company or its subsidiaries; the ability of counterparties of Southern Company and its subsidiaries to make payments as and when due; the ability to obtain new short- and long-term contracts with neighboring utilities; the direct or indirect effect on Southern Company’s business resulting from terrorist incidents and the threat of terrorist incidents; interest rate fluctuations and financial market conditions and the results of financing efforts, including Southern Company’s and its subsidiaries’ credit ratings; the ability of Southern Company and its subsidiaries to obtain additional generating capacity at competitive prices; catastrophic events such as fires, earthquakes, explosions, floods, hurricanes or other similar occurrences; the direct or indirect effects on Southern Company’s business resulting from incidents similar to the August 2003 power outage in the Northeast; and the effect of accounting pronouncements issued periodically by standard-setting bodies. Southern Company and its subsidiaries expressly disclaim any obligation to update any forward-looking information.



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