ATLANTA, July 1, 2016 /PRNewswire/ -- Southern Company
(NYSE: SO) and AGL Resources today announced the completion of a
merger creating one of America's leading energy providers.
"This merger brings together two utilities recognized for
outstanding reliability, world-class customer service and a
commitment to inventing America's energy future," said Southern
Company Chairman, President and CEO Thomas
A. Fanning. "The strategic combination of industry leaders
with similar business models and values enhances our ability to
serve customers and communities as we together deliver tomorrow's
energy solutions."
AGL Resources has become a wholly owned subsidiary of Southern
Company, which now has 11 electric and natural gas utilities with
operations across the U.S. The addition of AGL Resources' network
of natural gas assets and businesses provides a broader, more
robust platform for long-term success.
"Southern Company is now positioned to deliver even greater
customer and shareholder value by playing offense in developing the
infrastructure necessary to meet America's growing demand for
natural gas," said Fanning.
Southern Company is now the second-largest utility company in
the U.S. in terms of customer base with:
- Eleven regulated electric and natural gas distribution
companies providing service to approximately 9 million customers
with a projected regulated rate base of approximately $50 billion;
- Operations of nearly 200,000 miles of electric transmission and
distribution lines and more than 80,000 miles of natural gas
pipelines; and
- Generating capacity of approximately 44,000 megawatts.
The combined company serves utility customers in nine states –
Alabama, Florida, Georgia, Illinois, Maryland, Mississippi, New
Jersey, Tennessee and
Virginia – and has wholesale
electricity generation and natural gas services, retail energy
services and natural gas storage operations across the U.S.
"AGL Resources is delighted to be a part of the Southern Company
family," said AGL Resources President and CEO Andrew W. Evans. "Together, we will make our
employees, our customers, our investors and our neighbors proud to
be connected with us. Our collective determination to support and
improve the communities where we do business will only be enhanced
as we move forward together as one company. Clearly, this merger is
a logical fit for both companies."
For customers, this combination is expected to help the Southern
Company system better meet their energy needs over time by
improving current and future energy infrastructure development. For
communities, it provides for the expansion of the company's
customer-focused business model. And for investors, this merger
creates a unique platform that is well-positioned to compete for
growth across the energy value chain.
Under the terms of the agreement, on July
1, each share of AGL Resources common stock was canceled and
converted into the right to receive $66.00 in cash, for a total purchase price of
approximately $8 billion. AGL
Resources common stock will cease trading on the New York Stock
Exchange immediately prior to market open on July 1. Additional information for AGL Resources
shareholders can be found at
http://investor.southerncompany.com.
As is the case with Southern Company's other operating
subsidiaries, AGL Resources will continue to maintain its own
management team, board of directors and corporate headquarters,
located in Atlanta. Customers will
continue to be served by their current gas and electric utility
companies.
Citigroup Global Markets Inc. served as the exclusive financial
advisor and Jones Day, Gibson Dunn
& Crutcher LLP and Troutman Sanders LLP served as legal counsel
to Southern Company. Goldman, Sachs & Co. served as the
exclusive financial advisor and Cravath, Swaine & Moore LLP
served as legal counsel to AGL Resources.
About Southern Company
Southern Company (NYSE: SO) is America's premier energy company,
with 44,000 megawatts of generating capacity and 1,500 billion
cubic feet of combined natural gas consumption and throughput
volume serving 9 million electric and gas utility customers through
its subsidiaries. The company provides clean, safe, reliable and
affordable energy through electric utilities in four states,
natural gas distribution utilities in seven states, a competitive
generation company serving wholesale customers across America and a
nationally recognized provider of customized energy solutions, as
well as fiber optics and wireless communications. Southern Company
brands are known for excellent customer service, high reliability
and affordable prices that are below the national average. Through
an industry-leading commitment to innovation, Southern Company and
its subsidiaries are inventing America's energy future by
developing the full portfolio of energy resources, including
carbon-free nuclear, 21st century coal, natural gas,
renewables and energy efficiency, and creating new products and
services for the benefit of customers. Southern Company has
been named by the U.S. Department of Defense and G.I. Jobs magazine as a top military employer,
recognized among the Top 50 Companies for Diversity by
DiversityInc, listed by Black Enterprise magazine as one of the 40
Best Companies for Diversity and designated a Top Employer for
Hispanics by Hispanic Network. The company has earned a National
Award of Nuclear Science and History from the National Atomic
Museum Foundation for its leadership and commitment to nuclear
development and is continually ranked among the top utilities in
Fortune's annual World's Most Admired Electric and Gas
Utility rankings. Visit our website at
www.southerncompany.com.
Cautionary Notes Regarding Forward-Looking
Statements:
This release contains forward-looking statements which are
made pursuant to safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include statements, among other things, concerning the expected
benefits of the transaction, including expected customer and
shareholder value. These forward-looking statements are often
characterized by the use of words such as "expect," "anticipate,"
"plan," "believe," "may," "should," "will," "could," "continue" and
the negative or plural of these words and other comparable
terminology. Although Southern Company and AGL Resources believe
that the expectations reflected in such forward-looking statements
are reasonable, such statements involve risks and uncertainties and
undue reliance should not be placed on such statements. Certain
material factors or assumptions are applied in making
forward-looking statements, including, but not limited to, factors
and assumptions regarding the items outlined above. Actual results
may differ materially from those expressed or implied in such
statements. Important factors that could cause actual results to
differ materially from these expectations include, among other
things, the following: the possibility that the anticipated
benefits from the transaction cannot be fully realized or may take
longer to realize than expected; the possibility that costs related
to the integration of Southern Company and AGL Resources will be
greater than expected; the credit ratings of the combined company
or its subsidiaries may be different from what the parties expect;
the ability to retain and hire key personnel and maintain
relationships with customers, suppliers or other business partners;
the diversion of management time on integration-related issues; the
impact of legislative, regulatory and competitive changes; and
other risk factors relating to the energy industry, as detailed
from time to time in each of Southern Company's and AGL Resources'
reports filed with the Securities and Exchange Commission (the
"SEC").
Additional information about these factors and about the
material factors or assumptions underlying such forward-looking
statements may be found in the body of this release, as well as
under Item 1.A. in each of Southern Company's and AGL Resources'
Annual Reports on Form 10-K for the fiscal year ended December 31, 2015. Southern Company and AGL
Resources caution that the foregoing list of important factors that
may affect future results is not exhaustive. When relying on
forward-looking statements to make decisions with respect to
Southern Company, investors and others should carefully consider
the foregoing factors and other uncertainties and potential events.
All subsequent written and oral forward-looking statements
concerning the transaction or other matters attributable to
Southern Company or AGL Resources or any other person acting on
their behalf are expressly qualified in their entirety by the
cautionary statements referenced above. The forward-looking
statements contained herein speak only as of the date of this
release. Neither Southern Company nor AGL Resources undertakes any
obligation to update or revise any forward-looking statement,
except as may be required by law.
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SOURCE Southern Company