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) ~~September~~January 3, ~~2024~~2025

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, N.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 ~~September~~January 3, ~~2024~~2025, ~~Southern~~Northern ~~Company~~Illinois Gas ~~(“GAS”) and Southern~~ Company ~~Gas Capital Corporation~~ (“~~GAS~~Nicor ~~Capital~~Gas”), ~~entered~~a ~~into~~wholly-owned ansubsidiary ~~Underwriting~~of ~~Agreement~~Southern ~~covering~~Company ~~the issue and sale of $450~~Gas,~~000,000~~ ~~aggregate~~filed ~~principal~~a ~~amount~~general ofbase ~~GAS~~rate ~~Capital’s~~case ~~Series~~with ~~2024A~~the ~~4.95%~~Illinois ~~Senior~~Commerce ~~Notes~~Commission ~~due September 15, 2034~~ (the “~~Series~~Illinois ~~2024A Senior Notes~~Commission”) ~~and~~requesting ~~the~~a ~~related~~$309 ~~guarantee~~million ~~thereof~~increase byin ~~GAS~~annual base rate revenues. The ~~Series~~requested ~~2024A~~increase ~~Senior~~is ~~Notes~~based ~~were~~on ~~registered~~a ~~under~~projected ~~the~~test ~~Securities~~year ~~Act~~for ofthe ~~1933,~~12-month asperiod ~~amended,~~ending ~~pursuant~~December to31, ~~the~~2026, ~~shelf~~a ~~registration~~return ~~statement~~on ~~(Registration~~equity ~~Nos~~of 10.35% ~~333-264573~~ and ~~333-264573-01)~~an ofequity ~~GAS~~ratio ~~and~~of ~~GAS Capital~~54.6%.

~~Item~~The 9Illinois Commission is expected to rule on the requested increase within the 11-month statutory time limit, after which rate adjustments will be effective.~~01.~~ ~~Financial~~The ~~Statements~~ultimate ~~and~~outcome ~~Exhibits~~of this matter cannot be determined at this time.

(d) Exhibits.
1.1			Underwriting Agreement relating to the Series 2024A Senior Notes, dated September 3, 2024, among GAS, GAS Capital and BofA Securities, Inc., Citigroup Global Markets Inc. and MUFG Securities Americas Inc., as representatives of the several Underwriters named in Schedule I thereto.
4.1			Form of the Series 2024A Senior Note.
4.3			Form of Guarantee related to the Series 2024A Senior Notes.
5.1			Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2024A Senior Notes.
5.2			Opinion of Woodburn and Wedge relating to the Series 2024A Senior Notes.
8.1			Tax Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2024A 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: September 6, 2024

SOUTHERN COMPANY GAS

Date: January 3, 2025

SOUTHERN COMPANY GAS

By:

/s/ Melissa K. Caen

Melissa K. CaenAssistant Secretary

Filing Compare · SOUTHERN CO GAS