Southern Company (the) · NYSE:SO

Southern Company (the) — Merger or Acquisition (August 2015)

12 slides from Southern Company (the)'s merger presentation, Aug 24, 2015

  1. Slide 1: Southern Company to acquire AGL Resources

    Southern Company to acquire AGL Resources August 24, 2015 Doing Energy Better

  2. Slide 2: Cautionary Statement Regarding Forward-Looking Information

    Cautionary Statement Regarding Forward-Looking Information This communication 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, concer

  3. Slide 3: Additional Information

    Additional Information Additional Information and Where to Find It AGL Resources expects to announce a shareholder meeting soon to obtain shareholder approval in connection with the proposed merger between AGL Resources and Southern Company. In connection with the shareholder meeting, AGL Resources

  4. Slide 4: Agenda

    Agenda Transaction Overview Strategic Rationale AGL Resources Overview Combined Company Profile Q&A 4

  5. Slide 5: Transaction Overview

    Transaction Overview  Southern Company to acquire AGL Resources for $66 per share in cash  A premium of 36.3% to AGL Resources shareholders based on the August 21, 2015 20-day volume-weighted average price  AGL Resources to become the 3rd largest operating subsidiary of Southern Company  Expect

  6. Slide 6: Transaction Overview – Major Approvals

    Transaction Overview – Major Approvals  AGL Resources shareholder approval required  Hart-Scott-Rodino  Key state approvals required Georgia Public Service Commission Illinois Commerce Commission New Jersey Board of Public Utilities Maryland Public Service Commission Virginia State Corporati

  7. Slide 7: Strategic Rationale

    Strategic Rationale  Advances customer-focused business model Doing Energy Better  Strengthens our mostly-regulated earnings profile Make Energy Better  A broader platform for long-term Move Energy Better success as end-use energy consumption evolves So That Customers  Combined natural gas Can U

  8. Slide 8: AGL Resources Overview

    AGL Resources Overview  ~70% of earnings from regulated operations, growing to ~80%  Largest gas-only LDC, serving approximately 4.5 million customers in 7 states  Retail marketer of natural gas and related services for over 1 million customers in 24 states  Established and growing midstream ope

  9. Slide 9: AGL Resources Value Drivers

    AGL Resources Value Drivers  95% of projected capital investments are for regulated utilities and pipelines  Minimal regulatory lag for LDC investments  Long-term contracts for pipeline investments  Constructive regulatory jurisdictions  Strong margin contribution from retail markets  Solid ba

  10. Slide 10: Combined Profile

    Combined Profile Retail Regulated Rate Base  Over 1,500 bcf per year $50B $44B $43B (2014 – company filings) of combined natural gas $32B $28B $27B consumption and $22B $17B $7B $7B throughput volume $5B $5B  Over $50B of projected SO SO DUK NEE + EXC + AEP D ETR NI SRE GAS ATO +GAS HE POM regulat

  11. Slide 11: Combined Outlook

    Combined Outlook  Accretive to on-going EPS in the first full year  Expected long-term EPS growth of 4% to 5%  Supports a strong credit profile and preserves the ability to invest in additional value-accretive projects  Opportunity to raise dividend growth rate, subject to board approval Priorit

  12. Slide 12: Summary

    Summary  Two leading corporate citizens combining to better serve customers, communities and shareholders  Creates an expanded platform that will allow us to succeed well into the future  Positions combined company to capture growth opportunities in natural gas infrastructure Doing Energy Better

Southern Company — Merger or Acquisition (August 2015) on 6ix