Southern Company to acquire AGL Resources for $12 billion

Jones Day is advising Southern Company (NYSE: SO) in its acquisition of AGL Resources (NYSE: GAS) in a cash transaction with an enterprise value of approximately $12 billion, including total equity value of approximately $8 billion.

The transaction is structured as a reverse triangular merger pursuant to which AGL will become a wholly owned subsidiary of Southern upon closing of the transaction. The transaction is subject to customary closing conditions, including AGL shareholder approval, state utility regulatory agency review and approval, and notification, clearance, and reporting requirements under the federal antitrust laws. As part of the transaction, Southern has received a financing commitment from Citigroup Global Markets Inc. and plans to put long-term financing in place prior to the closing of the transaction. Southern and AGL expect to complete the transaction in the second half of 2016.

Under the terms of the agreement, AGL’s shareholders will be entitled to receive $66 in cash for each share of AGL common stock. This represents a premium of 36.3 percent to the volume-weighted average stock price of AGL over the last 20 trading days ended August 21, 2015. The merger will create America’s leading electric and gas utility and create the second-largest utility company in the U.S. by customer base.

In addition to M&A representation, Jones Day is providing employee benefits, banking, antitrust, and environmental advice regarding this transaction.