The Southern Company acquires AGL Resources for $12 billion

Client(s) Southern Company

Jones Day advised The Southern Company (NYSE: SO) in connection with the acquisition and related financing 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 was structured as a reverse triangular merger pursuant to which AGL became a wholly owned subsidiary of Southern. As part of the transaction, Southern received a financing commitment from Citigroup Global Markets Inc. and put long-term financing in place prior to the closing of the transaction.

Under the terms of the agreement, AGL's shareholders received $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 creates America's leading electric and gas utility and creates the second-largest utility company in the U.S. by customer base.

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