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) ~~June~~September 1511, 2023

Commission
File Number

Registrant,
State of Incorporation,
Address and Telephone Number

I.R.S. Employer
Identification No.

1-14174

Southern Company Gas

58-2210952

(A Georgia Corporation)

Ten Peachtree Place, NEN.E.

Atlanta, Georgia 30309

(404) 584-4000

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))

Securities registered pursuant to Section 12(b) of the Act:

None

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 ~~June~~September 1511, 2023, ~~the~~Southern ~~Illinois~~Company ~~Commerce~~Gas ~~Commission~~ (~~the~~ “~~Illinois Commission~~GAS”) ~~concluded~~and ~~its~~Southern ~~review~~Company ofGas ~~the~~Capital ~~Qualifying~~Corporation ~~Infrastructure Plant~~ (“~~QIP~~GAS Capital”) ~~capital~~entered ~~investments~~into byan ~~Northern~~Underwriting ~~Illinois~~Agreement ~~Gas~~covering ~~Company~~the ~~(“Nicor~~issue ~~Gas”),~~and asale ~~wholly-owned subsidiary~~ of ~~Southern Company Gas~~ $500, ~~for calendar year 2019 under the QIP Rider~~000,000 oraggregate ~~Investing~~principal inamount ~~Illinois, program. The Illinois Commission disallowed $32 million~~ of ~~the~~GAS ~~$415~~Capital’s ~~million~~Series of2023A ~~requested~~5.75% ~~QIP~~Senior ~~capital~~Notes ~~investments~~due ~~for~~September ~~2019 incurred by Nicor Gas~~15, ~~together~~2033 ~~with~~ (the ~~related~~“Series ~~return~~2023A onSenior ~~investment. Nicor~~Notes”) ~~Gas~~and ~~is analyzing~~ the ~~Illinois~~related ~~Commission’s~~guarantee ~~order~~thereof ~~and~~by ~~estimates a range of possible outcomes of approximately $38 million to $44 million in disallowances~~GAS. ~~Nicor~~ ~~Gas~~The ~~will~~Series ~~record~~2023A aSenior ~~pre-tax~~Notes ~~charge~~were toregistered ~~income~~under in the ~~second~~Securities ~~quarter~~Act ~~2023~~ of ~~approximately~~1933, ~~$38~~as ~~million~~amended, ~~($28~~pursuant ~~million~~to ~~after tax) associated with~~ the ~~disallowance~~shelf ofregistration ~~capital~~statement ~~investments~~(Registration Nos. ~~Nicor~~ ~~Gas~~333-264573 ~~defends these investments in infrastructure as prudently incurred~~ and ~~intends~~333-264573-01) toof ~~request~~GAS ~~rehearing by the Illinois Commission~~ and, ifGAS ~~necessary, appeal to the Illinois Appellate Court~~Capital.

~~Nicor~~Item Gas’ capital expenditures related to qualifying projects under the Investing in Illinois program totaled $389 million, $408 million, $437 million, and $62 million in 2020, 2021, 2022, and year-to-date through March 31, 2023, respectively9. The proceedings to review Nicor Gas’ QIP investments for 2020-2022 are pending before the Illinois Commission, including Nicor Gas’ testimony demonstrating that these additional investments in infrastructure are reasonable and prudently incurred01. ~~However,~~ atFinancial ~~this~~Statements time, a schedule has not been established for other parties to file testimony in those proceedings. Any cost disallowances by the Illinois Commission in these pending cases could have a material adverse effect on the financial statements of Nicor Gas and ~~Southern Company Gas~~Exhibits.

The ultimate outcome of these matters cannot be determined at this time.


(d) Exhibits.
1.1			Underwriting Agreement relating to the Series 2023A Senior Notes, dated September 11 , 2023 , among GAS, GAS Capital and BofA Securities, Inc., Citigroup Global Markets Inc., MUFG Securities Americas Inc. and Scotia Capital (USA) Inc., as representatives of the several Underwriters named in Schedule I thereto.

4.1			Form of the Series 2023A Senior Note.

4.3			Form of Guarantee related to the Series 2023A Senior Notes.

5.1			Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2023A Senior Notes.

5.2			Opinion of Woodburn and Wedge relating to the Series 2023A Senior Notes.

8.1			Tax Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2023A Senior Notes.

23.1			Consent of Troutman Pepper Hamilton 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 Pepper Hamilton Sanders LLP (included in Exhibit 8.1 above).

104			Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document.

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: June 21, 2023

SOUTHERN COMPANY GAS

Date: September 14, 2023

SOUTHERN COMPANY GAS

By:

/s/ Melissa K. Caen

Melissa K. CaenAssistant Secretary

Filing Compare · SOUTHERN CO GAS