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) ~~November~~September 186, ~~2021~~2022

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 ~~November~~September 186, ~~2021~~2022, ~~the~~Southern ~~Illinois~~Company ~~Commerce~~Gas ~~Commission~~ (~~the~~ “~~Illinois Commission~~GAS”) ~~voted~~and onSouthern ~~the~~Company ~~general~~Gas ~~base~~Capital ~~rate~~Corporation ~~case proceeding~~ (~~the~~ “~~Proceeding~~GAS Capital”) ~~filed~~entered byinto ~~Northern~~an ~~Illinois~~Underwriting ~~Gas~~Agreement ~~Company~~covering ~~(“Nicor~~the ~~Gas”),~~issue aand ~~wholly-owned~~sale ~~subsidiary~~ of ~~Southern Company Gas~~ $500,000,000 inaggregate ~~January~~principal ~~2021. The~~amount ~~Illinois~~of ~~Commission~~GAS ~~approved~~Capital’s aSeries ~~$240~~2022A ~~million~~5.15% ~~annual~~Senior ~~base~~Notes ~~rate~~due ~~increase~~September ~~effective no later than December 1~~15, ~~2021. The~~2032 ~~base rate increase includes $94 million related to~~ (the ~~recovery~~“Series of2022A ~~investments~~Senior ~~under~~Notes”) ~~the Investing in Illinois program~~ and isthe ~~based~~related onguarantee athereof ~~return~~by ~~on equity of 9~~GAS.~~75%~~ ~~and~~The anSeries ~~equity~~2022A ~~ratio~~Senior ofNotes ~~54.459%. The~~were ~~Illinois~~registered ~~Commission’s~~under ~~order~~the isSecurities ~~subject~~Act toof ~~any~~1933, ~~rehearing~~as ~~request~~amended, ~~filed~~pursuant ~~by any party~~ to the ~~Proceeding~~shelf ~~within~~registration 30statement ~~days~~(Registration ofNos. ~~service~~333-264573 ofand ~~the~~333-264573-01) ~~order~~of onGAS ~~such~~and ~~party~~GAS Capital.


Item 9.01.			Financial Statements and Exhibits.


(d) Exhibits.
1.1			Underwriting Agreement relating to the Series 202 2 A Senior Notes, dated September 6 , 202 2 , among GAS, GAS Capital and BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I thereto.

4.1			Form of the Series 2022A Senior Note.

4.3			Form of Guarantee related to the Series 2022A Senior Notes.

5.1			Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2022A Senior Notes.

5.2			Opinion of Woodburn and Wedge relating to the Series 2022A Senior Notes.

8.1			Tax Opinion of Troutman Pepper Hamilton Sanders LLP relating to the Series 2022A 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: November 19, 2021

SOUTHERN COMPANY GAS

Date: September 9, 2022

SOUTHERN COMPANY GAS

By:

/s/ Melissa K. Caen

Melissa K. CaenAssistant Secretary

Filing Compare · SOUTHERN CO GAS