AGL Resources today announced it has completed its merger with Nicor Inc., creating the nation's largest natural gas-only distribution company based on customer count. With an enterprise value of $9.5 billion, the company will serve about 4.5 million utility customers in seven states. AGL Resources also announced that Standard & Poor's will add AGL Resources' common stock to the S&P 500 Index after the close of trading on Monday, December 12, replacing Nicor Inc.  And effective Friday, December 16, the combined company will assume Nicor's ticker symbol – GAS – in trading on the New York Stock Exchange.

"Today marks the beginning of a new and exciting chapter for AGL Resources," said John W. Somerhalder II, chairman, president and chief executive officer, AGL Resources. "We have successfully brought together two prominent companies in the natural gas industry with complementary businesses to create a company of considerable scale that is uniquely positioned for growth."

"We are very pleased to have received approval for the merger and appreciate the important role the Illinois Commerce Commission played in the review process over this past year. Nicor Gas customers will continue to receive outstanding service, now backed by AGL Resources' 150-year history of safe, efficient and reliable natural gas delivery."

"It's also important to acknowledge the action by the Georgia Public Service Commission in making this transaction possible," continued Somerhalder. "Its ruling in 2010 that adopted an innovative merger savings policy provided clarity about the treatment of such a transaction and allowed us to confidently pursue an opportunity with the potential to deliver long-term benefits to all of our customers as well as create shareholder value."

The transaction also combines the non-regulated businesses of the two companies, creating a retail segment with more than one million customers and a top 10 wholesale gas marketer that delivers an average of 4.7 Bcf of natural gas per day. The company also is expected to provide 31 Bcf of storage capacity in 2012, with potential to expand as market conditions warrant.

AGL Resources, expected to become a Fortune 500 company for 2012, will remain headquartered in Atlanta, Ga, as will Atlanta Gas Light. The company's newly expanded natural gas distribution headquarters will be located in Naperville, Ill, as will the headquarters for Nicor Gas.

Executive leadership team named

AGL Resources today announced the senior leaders of the combined company. Reporting to John Somerhalder, CEO, are:Andrew W. Evans as executive vice president and chief financial officer;  Hank Linginfelter as executive vice president, distribution operations; Melanie M. Platt as executive vice president, chief people officer and president, AGL Resources Foundation; Paul R. Shlanta as executive vice president, general counsel and chief ethics and compliance officer; and Peter Tumminello as executive vice president, wholesale services and president, Sequent Energy Management.

Additionally, the company announced the following key business unit leaders:

Ralph Cleveland will serve as executive vice president and president of Nicor Gas, overseeing utility operations in Illinois where the company serves 2.2 million customers. Cleveland will be based in Naperville, Ill.

Steve Lindsey will serve as senior vice president of Southern operations and  president of Atlanta Gas Light, Florida City Gas and Chattanooga Gas. Lindsey will be responsible for utility operations throughout the company's service territory in Georgia,Florida and Tennessee. Combined, these three utilities serve 1.7 million customers. Lindsey will be based in Atlanta, Ga.

Jodi Gidley remains the senior vice president of Mid-Atlantic operations and president of Virginia Natural Gas, Elizabethtown Gas and Elkton Gas. Gidley will manage utility operations in Virginia, New Jersey and Maryland, where the company serves 555,000 customers. Gidley is based in Virginia Beach, Va.

Cleveland, Lindsey and Gidley all will report to Hank Linginfelter.

Michael Braswell will serve as president of retail energy. Braswell will direct the company's efforts related to the marketing of natural gas to end use customers, and will be based in Atlanta, Ga.

Beth Reese will serve as senior vice president and president of retail services. Reese will oversee the company's efforts related to the marketing of energy related home services and solutions, and will be based in Naperville, Ill.

Mike Pellicci remains the president of Tropical Shipping, leading the Florida-based containerized cargo carrier which serves customers in the Caribbean and Bahamas. Pellicci is based in Palm Beach, Fl.

Bryan Seas remains as senior vice president and chief accounting officer. Seas will have enterprise-wide responsibility for accounting functions and risk control. Seas is based in Atlanta.

Steve Cittadine will serve as president, Storage and Fuels. Cittadine will oversee the development of the company's storage and fuels businesses. He will be based in Lisle, Ill.

Braswell, Reese, Pellicci and Seas will report to Andrew Evans, and Cittadine will report to Peter Tumminello.

The Board of Directors of AGL Resources also elected the following former Nicor Inc. directors to the AGL Resources Board of Directors, effective as of today: Norman R. Bobins, Brenda J. Gaines, Armando J. Olivera and John Rau.

These directors were recommended by Nicor to join the twelve existing representatives on the company's board, as announced on August 2.

Financial overview

Stockholders of the former Nicor received $21.20 in cash and 0.8382 shares of AGL Resources common stock, for a total of$54.43 based on the closing price for AGL Resources common stock, on December 8, 2011.

As previously announced, the transaction, excluding merger-related costs, is anticipated to be neutral to AGL Resources' earnings per share (EPS) in 2012 and accretive thereafter. The transaction is anticipated to enhance EPS growth as well as free cash flow. Combined company EPS guidance will be provided on the company's fourth quarter and year-end earnings conference call.

Advisors

Goldman, Sachs & Co acted as the exclusive financial advisor and Dewey & LeBoeuf LLP acted as legal counsel to AGL Resources. J.P. Morgan acted as the exclusive financial advisor and Latham & Watkins LLP acted as the legal counsel for Nicor, with Sidley Austin LLP serving as legal counsel for Nicor's Board of Directors.