Summary
Southern Company (SO) announced on August 24, 2015, that it has entered into a definitive Agreement and Plan of Merger with AGL Resources Inc. This transaction outlines Southern Company's acquisition of AGL Resources through its newly formed subsidiary, AMS Corp. The deal is structured as a cash merger, where AGL Resources shareholders will receive $66 per share in cash. This significant move aims to expand Southern Company's operations and market reach within the energy sector. The merger is subject to customary closing conditions, including AGL Resources shareholder approval and various regulatory approvals. Southern Company has secured an $8.1 billion senior unsecured bridge facility commitment from Citigroup Global Markets, Inc. to finance the transaction. Investors should note that the announcement includes forward-looking statements and cautionary advisories regarding potential risks and uncertainties associated with the merger, as well as information on where to find additional details regarding the transaction.
Key Highlights
- 1Southern Company to acquire AGL Resources for $66 per share in cash.
- 2Merger structured as a cash acquisition via a newly formed subsidiary, AMS Corp.
- 3Transaction is subject to AGL Resources shareholder approval and customary regulatory clearances.
- 4Southern Company has secured an $8.1 billion bridge financing commitment from Citigroup.
- 5The Merger Agreement includes provisions for customary representations, warranties, and covenants.
- 6Termination provisions and a potential termination fee of $201 million for AGL Resources are outlined.
- 7Forward-looking statements and risk factors related to the merger are disclosed.