Attached files
| file | filename |
|---|---|
| EX-4.3 - EXHIBIT 4.3 - SOUTHERN Co GAS | sogas8k2017asrnotesex4-3.htm |
| EX-12.1 - EXHIBIT 12.1 - SOUTHERN Co GAS | ex12-1gas03312017.htm |
| EX-8.1 - EXHIBIT 8.1 - SOUTHERN Co GAS | sogas8k2017asrnotesex8-1.htm |
| EX-5.2 - EXHIBIT 5.2 - SOUTHERN Co GAS | sogas8k2017asrnotesex5-2.htm |
| EX-5.1 - EXHIBIT 5.1 - SOUTHERN Co GAS | sogas8k2017asrnotesex5-1.htm |
| EX-4.1 - EXHIBIT 4.1 - SOUTHERN Co GAS | sogas8k2017asrnotesex4-1.htm |
| EX-1.1 - EXHIBIT 1.1 - SOUTHERN Co GAS | sogas8k2017asrnotesex1-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | May 4, 2017 |
Commission File Number | Registrant, State of Incorporation, Address and Telephone Number | I.R.S. Employer Identification No. | ||
1-14174 | Southern Company Gas (A Georgia Corporation) Ten Peachtree Place N.E. Atlanta, Georgia 30309 (404) 584-4000 | 58-2210952 | ||
The name and address of the registrant have not changed since the last report.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01. | Other Events. |
On May 4, 2017, Southern Company Gas (“GAS”) and Southern Company Gas Capital Corporation (“GAS Capital”) entered into an Underwriting Agreement covering the issue and sale of $450,000,000 aggregate principal amount of GAS Capital’s Series 2017A 4.400% Senior Notes due May 30, 2047 (the “Series 2017A Senior Notes”) and the related guarantee thereof by GAS. The Series 2017A Senior Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement (Registration Nos. 333-212328 and 333-212328-01) of GAS and GAS Capital.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. | |
1.1 | Underwriting Agreement relating to the Series 2017A Senior Notes, dated May 4, 2017, among GAS, GAS Capital and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, Scotia Capital (USA) Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters named in Schedule I thereto. |
4.1 | Form of the Series 2017A Senior Note. |
4.3 | Form of Guarantee related to the Series 2017A Senior Notes. |
5.1 | Opinion of Troutman Sanders LLP relating to the Series 2017A Senior Notes. |
5.2 | Opinion of Woodburn and Wedge relating to the Series 2017A Senior Notes. |
8.1 | Tax Opinion of Troutman Sanders LLP relating to the Series 2017A Senior Notes. |
12.1 | Computation of ratio of earnings to fixed charges. |
23.1 | Consent of Troutman Sanders LLP (included in Exhibit 5.1 above). |
23.2 | Consent of Woodburn and Wedge (included in Exhibit 5.2 above). |
23.3 | Consent of Troutman Sanders LLP (included in Exhibit 8.1 above). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 9, 2017 | SOUTHERN COMPANY GAS | ||
By | /s/Myra C. Bierria | ||
Myra C. Bierria Vice President and Corporate Secretary | |||