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The merger will establish a growth platform superior to what either company could achieve alone, and the increased scale and scope of the combined company is expected to create benefits for customers and opportunities for employees.
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As you can see on screen and on your handout, this transaction will expand our footprint and grow our distribution operations, effectively doubling our number of utility customers to about 4.5 million, which would place us at the top of the rankings of number of customers served by natural gas-only companies in the country. We’ll have seven regulated natural gas distribution companies with customers in Illinois, Georgia, New Jersey, Virginia, Florida, Tennessee and Maryland.
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(Manager note: Southern California Gas Company serves about six million customers, making them the largest natural gas LDC in the nation. However, our combined company would top the rankings in number of customers served by natural gas-only companies because Southern California Gas is a division of Sempra, which is a combination natural gas and electric company.)
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The combined company is expected to join the ranks of the Fortune 500, with revenues of more than $5 billion.
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The merger represents a logical combination of highly complementary unregulated businesses – retail, wholesale and non-utility storage – where we’ll leverage our collective experiences to take advantage of new market opportunities. Integrating our non-utility businesses will enable us to enhance our leadership position across the natural gas value chain.
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The combined company will have expertise in salt dome, reservoir, aquifer and market-area LNG storage, and both companies have effectively run asset optimization businesses.
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Corporate headquarters will remain in Atlanta, and a Distribution headquarters will be established in Naperville, Illinois.
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We filed a joint request with the Illinois Commerce Commission on January 18th for approval of reorganization of Nicor, Inc., the parent holding company of Nicor Gas. The ICC has an 11-month window to act on the petition. Key elements of this filing included:
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. No request for an increase in rates
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. A commitment to maintain the number of full-time equivalent employees involved in operating the natural gas distribution business of Nicor Gas at a level comparable to its current personnel allocation
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. A commitment to continue the strong tradition of community and philanthropic support Nicor Gas has established
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On February 4th, we filed a preliminary registration statement (called Form S-4) and a joint proxy statement with the Securities and Exchange Commission for review and comments. Form S-4 is required to register shares of AGL Resources common stock intended to be issued to Nicor shareholders in consideration of the merger. The joint proxy statement will be used as each company solicits shareholder approval at the special meeting of shareholders. AGL Resources expects to hold its Special Shareholder Meeting on June 14th, pending SEC clearance. We anticipate the SEC will complete its review process in the near future.
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The final regulatory filing yet to be made is a “Notification and Report Form” for review by the Federal Trade Commission and Department of Justice in accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, a set of amendments to the antitrust laws of the United States.
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Shareholder approval. Special meetings of shareholders will be held in Atlanta and Illinois and proxy voting results will be announced at the meetings.
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Develop Transition Integration Plans, or the practical aspects of how we’ll go about combining the two companies. We’ll talk more about this in a moment.
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Securing the Remaining Debt Financing. A portion of the financing for the merger was secured in March (Manager Note: see press release for details: “AGL Capital Corporation Announces Public Offering of $500 Million of Senior Notes,” March 16, 2011, at aglresources.com)
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Communicate regularly with employees
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Respect cultures of both companies
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Leverage the best talent across both organizations
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Take appropriate actions to meet expectations of our customers, regulatory agencies and shareholders
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Ensuring compliance with all regulatory requirements related to the transaction
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Setting strategies designed to accomplish integration goals
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Directing the efforts of the Integration Teams
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Making merger-related policy decisions as needed
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Approving all merger communications
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The first step – and the one the teams are currently in – is to understand how both companies currently do business by analyzing current metrics, operating models and financials.
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Next – guided by the results of their analysis, the teams will develop and recommend optimal operating models for their respective functional areas that meet integration goals set by the Transition Committee. The teams will present their findings to the Transition Committee, which will identify the model(s) most likely to achieve integration goals.
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The teams will then conduct further research and build a business plan supporting the implementation of the recommended operating model.
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Finally, after review once again by the Transition Committee, the integration teams will move into the last phase of the integration planning process – designing detailed plans for implementation of the recommended operating model for their functional area after the merger closes. Additional team members will be engaged as needed in this phase to ensure accuracy and effectiveness of the plan.
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(Manager Note: Review as much of this slide and the next about Nicor as is appropriate with your team; depending on their recollection from the executive presentations in December and any supplemental research they may have done since then.)
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Nicor is a holding company and a member of Standard and Poor’s 500 Index.
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Nicor’s corporate headquarters is in Naperville, Illinois, located approximately 35 miles west of Chicago, with a number of regional offices throughout its territory.
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Nicor’s primary businesses are Nicor Gas, Tropical Shipping and Other Energy Ventures – Nicor National and Enerchange.
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*Nicor Gas, the core business, is the primary source of Nicor’s traditional earnings. 67% of Nicor’s operating income is from Nicor Gas and 33% from its nonregulated businesses (Tropical and Other Energy Ventures). Nicor Gas has a long history of safe, reliable, cost-effective service to its customers.
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*Tropical Shipping focuses on serving the needs of the U.S. and Canadian customers that export a variety of goods (from building supplies to food and retail products) to ports in the Caribbean and Bahamas.
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*The Retail and Wholesale businesses are Nicor’s Other Energy Ventures; they are built on the assets, expertise, customer base, reputation and location of Nicor.
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•The Retail business sells warranty, natural gas price protection, and HVAC products and services to residential customers.
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•And, the Wholesale segment trades natural gas around a portfolio of midstream assets (storage and pipelines) along corridors to Midwest markets.
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Nicor is led by a strong management team with Russ Strobel as Chairman, President and Chief Executive Officer. Reporting to Russ are:
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Rocco D’Alessandro – Executive Vice President Operations – Nicor Gas
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Rick Hawley – Executive Vice President and the company’s Chief Financial Officer
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Gerry O’Connor – Senior Vice President Finance and Strategic Planning
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Claudia Colalillo – Senior Vice President Human Resources and Corporate Communications
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Paul Gracey – Senior Vice President, General Counsel and Secretary
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Dan Dodge – Executive Vice President Diversified Ventures
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Rick Murrell –Chairman of Tropical Shipping
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Discussion Guide
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Key Management Messages
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What We Know & Don’t Know
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Summary Q&A
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Past Employee Presentation (December, 2010)
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Past Executive Memos (Company Information Bulletins)
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