2012-10-18 14:05:59 -
ATLANTA - October 18, 2012 - AGL Resources Inc. (NYSE: GAS) - AGL Resources
subsidiary, Northern Illinois Gas Company ("Nicor Gas") announced today that it
has commenced a consent solicitation (the "Consent Solicitation") from holders
of record at 5:00 p.m., New York City time, on October 18, 2012, of its 6.58%
First Mortgage Bonds due 2028, 7.2% First Mortgage Bonds due 2016, 5.80% First
Mortgage Bonds due 2023, 5.90% First Mortgage Bonds due 2032 and 5.90% First
Mortgage Bonds due 2033 (together, the "Notes") to a proposed amendment (the
"Proposed Amendment") to the indenture governing the Notes (the
which will remove the requirement that Nicor Gas file periodic reports with the
Securities and Exchange Commission (the "SEC") and replace this requirement with
a requirement that, in the event it is not
otherwise required to file periodic
reports with the SEC, Nicor Gas supplementally make available certain financial
information to holders and potential purchasers of the Notes.
In addition to the Notes, there currently are outstanding under the Indenture
the 5.85% First Mortgage Bonds due 2036, 6.25% First Mortgage Bonds due
2038, 4.70% First Mortgage Bonds due 2019 and 2.86% First Mortgage Bonds due
2016 of Nicor Gas (together, the "Private Notes"). The Notes, together with the
Private Notes, are referred to herein as the "First Mortgage Bonds."
The Proposed Amendment requires the consent of the holders of at least 66 2/3%
in aggregate principal amount (or approximately $333.34 million) of the First
Mortgage Bonds outstanding (the "Requisite Consents"), which will require the
consent of at least a portion of the holders of the Private Notes. Nicor Gas
previously commenced a separate consent solicitation to the Proposed Amendment
from holders of the Private Notes. As of the expiration of that consent
solicitation, Nicor Gas had received the consent of holders of $250 million in
aggregate principal amount (or 100%) of the Private Notes. Thus, Nicor Gas only
needs to obtain consent of holders of approximately $83.34 million of Notes in
order to achieve the Requisite Consents.
The complete terms and conditions of the Consent Solicitation are as set forth
in the Consent Solicitation Statement dated October 18, 2012, and the related
Letter of Consent (together, the "Solicitation Documents"), to be distributed to
holders of the Notes for their consideration. Holders are urged to read the
Solicitation Documents carefully.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on
Thursday, October 25, 2012, unless extended or earlier terminated by Nicor Gas
(the "Consent Date"). If Nicor Gas receives the Requisite Consents and effects
the Proposed Amendment, holders who validly deliver their consent by the Consent
Date in the manner described in the Solicitation Documents will be eligible to
receive a consent fee of $1.25 per $1,000 of principal amount of Notes as to
which such consent was validly delivered.
If the Proposed Amendment is approved, it will be binding on all holders of the
First Mortgage Bonds, including those that did not deliver their consent, and
only holders validly delivering their consent will receive the consent fee.
Copies of the Solicitation Documents may be obtained by holders of the Notes
from the Information and Tabulation Agent for the Consent Solicitation, D.F.
King & Co., Inc., at (800) 290-6429.
J.P. Morgan Securities LLC is the Solicitation Agent for the Consent
Solicitation. Questions regarding the Consent Solicitation may be directed to
J.P. Morgan Securities LLC at (212) 834-3917.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A
SOLICITATION OF CONSENTS. THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT
TO THE SOLICITATION DOCUMENTS THAT THE INFORMATION AND TABULATION AGENT WILL
DISTRIBUTE TO HOLDERS OF THE NOTES. HOLDERS OF THE NOTES SHOULD READ CAREFULLY
THE SOLICITATION DOCUMENTS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE
CONSENT SOLICITATION, BECAUSE THOSE DOCUMENTS CONTAIN IMPORTANT INFORMATION,
INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.
About Nicor Gas
Nicor Gas, a wholly owned subsidiary of AGL Resources (NYSE: GAS), is a natural
gas distribution company that serves more than two million customers in a
service territory that encompasses most of the northern third of Illinois,
excluding the city of Chicago. For more information, visit www.nicorgas.com.
About AGL Resources
AGL Resources (NYSE: GAS) is an Atlanta-based energy services holding company
with operations in natural gas distribution, retail operations, wholesale
services, midstream operations and cargo shipping. As the nation's largest
natural gas-only distributor based on customer count, AGL Resources serves
approximately 4.5 million utility customers through its regulated distribution
subsidiaries in seven states. Nicor Gas also serves more than one million retail
customers through its SouthStar Energy Services joint venture and Nicor
National, which market natural gas and related home services. Other non-utility
businesses include asset management for natural gas wholesale customers through
Sequent Energy Management, ownership and operation of natural gas storage
facilities, and ownership of Tropical Shipping, one of the largest containerized
cargo carriers serving the Bahamas and Caribbean region. AGL Resources is a
member of the S&P 500 Index. For more information, visit www.aglresources.com.
Director - Investor Relations
Director - External Relations
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