Southern Company to acquire AGL Resources for $12 billion

By Southern Company


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Recently, Southern Company and AGL Resources announced that the boards of directors of both companies have approved a definitive merger agreement to create America's leading U.S. electric and gas utility company. Pursuant to the agreement, AGL Resources will become a new wholly owned subsidiary of Southern Company in a transaction with an enterprise value of approximately $12 billion, including a total equity value of approximately $8 billion.

For Southern Company, this transaction is anticipated to:

- Be accretive to earnings per share, or EPS, in the first full year following the close of the transaction

- Accelerate expected long-term EPS growth to four to five percent - Preserve its strong financial profile and further support investment in the company's diversified energy platform and

- Enhance the ability to increase the growth rate of its dividend, subject to board of directors' approval.

Under the terms of the agreement, AGL Resources' shareholders will be entitled to receive $66 in cash for each share of AGL Resources common stock.

This represents a premium of 36.3 percent to the volume-weighted average stock price of AGL Resources over the last 20 trading days ended Aug. 21, 2015.

When completed, the combination will better position the companies to provide necessary natural gas infrastructure to meet customers' growing energy needs, and will create the second-largest utility company in the U.S. by customer base with:

Eleven regulated electric and natural gas distribution companies providing service to approximately nine million customers with a projected regulated rate base of approximately $50 billion

Operations of nearly 200,000 miles of electric transmission and distribution lines and more than 80,000 miles of gas pipelines and Generating capacity of approximately 46,000 megawatts.

"As America's leader in developing the full portfolio of energy resources, we believe the addition of AGL Resources to our business will better position Southern Company to play offense in supporting America's energy future through additional natural gas infrastructure," said Southern Company Chairman, President and CEO Thomas A. Fanning. "For some time we have expressed our desire to explore opportunities to participate in natural gas infrastructure development. With AGL Resources' experienced team operating premier natural gas utilities and their investments in several major infrastructure projects, this is a natural fit for both companies.

Moreover, this transaction is expected to position Southern Company to enhance earnings growth while maintaining a strong balance sheet and improving cost-effectiveness."

"We believe this combination will also advance our customer-focused business model. AGL Resources and Southern Company have long been leading corporate citizens and the combined company will further our support of all of the communities we serve," Fanning added.

The Southern Company system is known for regularly outperforming industry peers in reliability, with prices below the national average and the highest customer satisfaction among peer utilities as measured by the Customer Value Benchmark survey.

"AGL Resources' management team and board of directors wholeheartedly support this transaction, and we believe it will provide new opportunities and enhanced value for our shareholders, customers and employees. The purchase price is reflective of the strong platform for growth that we have diligently cultivated over the past several years, and accelerates value recognition for these efforts," said AGL Resources Chairman and CEO John W. Somerhalder, II.

Somerhalder also said, "Importantly, both companies are committed to safely delivering clean, reliable, affordable energy while providing customers with world-class service. The respective models of Southern Company and AGL Resources focus on the fundamental values of safety, operational excellence and environmental stewardship.

"We've found a strong partner in Southern Company with its complementary businesses, excellent reputation and shared values. They have committed to continuing our tradition of community and philanthropic support and exceptional service to customers. We look forward to working with Southern Company to complete the transaction as expeditiously as possible and ensure a smooth transition."

Benefits of Transaction

- For investors it will create a unique platform that is well-positioned to compete for growth across the energy value chain

- For customers it will strengthen reliability and improve current and future energy infrastructure development and

- For communities it will provide for the expansion of the companies' customer-focused business models.

For more information about how this agreement creates America's leading energy company, visit www.doingenergybetter.com.

Structure and Organization

After closing, AGL Resources will continue to maintain its own management team and board of directors, and, as is the case with Southern Company's other operating subsidiaries, AGL Resources will continue to maintain its own corporate headquarters, which for AGL Resources is in Atlanta. Customers will continue to be served by their current gas and electric utility companies.

Until the transaction has received all necessary approvals and has closed, the companies will continue to operate as separate entities.

Financing

Southern Company has committed financing from Citigroup Global Markets Inc. and plans to put long-term financing in place prior to the closing of the transaction.

Approvals and Timing

Completion of the transaction is conditioned upon, among other things, the approval of the AGL Resources shareholders and certain state utility and other regulatory commissions. The transaction is also subject to the notification and clearance and reporting requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The companies expect to complete the transaction in the second half of 2016.

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Will Israeli power supply competition bring cheaper electricity?

Israel Electricity Reform Competition opens the supply segment to private suppliers, challenges IEC price controls, and promises consumer choice, marginal discounts, and market liberalization amid natural gas generation and infrastructure remaining with IEC.

 

Key Points

Policy opening 40% of supply to private vendors, enabling consumer choice and small discounts while IEC retains the grid.

✅ 40% of retail supply opened to private electricity suppliers

✅ IEC keeps meters, lines; tariffs still regulated by the authority

✅ Expected discounts near 7%, not dramatic price cuts initially

 

"See the pseudo-reform in the electricity sector: no lower prices, no opening the market to competition, and no choice of electricity suppliers, with a high rate for consumers despite natural gas." This is an advertisement by the Private Power Producers Forum that is appearing everywhere: Facebook, the Internet, billboards, and the press.

Is it possible that the biggest reform in the economy with a cost estimated by Israel Electric Corporation (IEC) (TASE: ELEC.B22) at NIS 7 billion is really a pseudo-reform? In contrast to the assertions by the private electricity producers, who are supposedly worried about our wallets and want to bring down the cost of electricity for us, the reform will open a segment of electricity supply to competition, as agreed in the final discussions about the reform. No less than 40% of this segment will be removed from IEC's exclusive responsibility and pass to private hands.

This means that in the not-too-distant future, one million households in Israel will be able to choose between different electricity suppliers. IEC will retain the infrastructure, with its meter and power lines, but for the first time, the supplier who sends the monthly bill to our home can be a private concern.

Up until now, the only regulatory agency determining the electricity rate in Israel was the Public Utilities Authority (electricity), i.e. the state. Now, in the framework of the reform, as a result of opening the supply segment to competition, private electricity producers will be able to offer a lower rate than IEC's, with mechanisms like electricity auctions shown to cut costs in some markets, while IEC's rate will still be controlled by the Public Utilities Authority (electricity).

This situation differs from the situation in almost all European countries, where the electricity market is fully open to competition and the EU is pursuing an electricity market revamp to address pricing challenges, with no electricity price controls and free switching by consumers between electricity producers, just as in the mobile phone market. This measure has not lowered electricity prices in Europe, where rates are higher than in Israel, which is in the bottom third of OECD countries in its electricity rate.

Regardless of reports, supply will be opened to competition and we will be able to choose between electricity suppliers in the future. Are the private electricity producers nevertheless right when they say that the electricity sector will not be opened to "real competition"?

 

What is obviously necessary is for the private producers to offer a substantially lower rate than IEC in order to attract as many new customers as possible and win their trust. Can the private producers offer a significantly lower rate than IEC? The answer is no, at least not in the near future. The teams handling the negotiations are aware of this. "The private supplier's price will not be significantly cheaper than IEC's controlled price; there will be marginal discounts," a senior government source explains. "What is involved here is another electricity intermediary, so it will not contribute to competition and lowering the price," he added.

There are already private electricity producers supplying electricity to large business customers - factories, shopping malls, and so forth - at a 7% discount. The rest of the electricity that they produce is sold to the system manager. When supply is opened to competition, it can be assumed that the private suppliers will also be able to offer a similar discount to private consumers.

Will a 7% discount cause a home consumer to leave reliable and familiar IEC for a private producer, given evidence from retail electricity competition in other markets? This is hard to know.

#google#

Why cannot private electricity producers offer a larger discount that will really break the monopoly, as their advertisement says they want to do? Chen Herzog, chief economist and partner at BDO Consulting, which is advising the Private Power Producers Forum, says, "Competition in supply requires the construction of competitive power plants that can compete and offer cheaper electricity.

"The power plants that IEC will sell in the reform, which will go on selling electricity to IEC, are outmoded, inefficient, and non-competitive. In addition, the producer will have to continue employing IEC workers in the purchased plants for at least five years. The producer will generate electricity in IEC power stations with IEC employees and additional overhead of a private producer, with factors such as cost allocation further shaping end-user rates. This amounts to being an IEC subcontractor in production. There is no saving on costs, so there will be no surplus to deduct from the consumer price," he adds.

The idea of opening supply to electricity market competition on such a large scale sounds promising, but saving on electricity for consumers still looks a long way off.

 

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Electricity restored to 75 percent of customers in Puerto Rico

Puerto Rico Power Restoration advances as PREPA, FEMA, and the Army Corps rebuild the grid after Hurricane Maria; 75% of customers powered, amid privatization debate, Whitefish contract fallout, and a continuing island-wide boil-water advisory.

 

Key Points

Effort to rebuild Puerto Rico's grid and restore power, led by PREPA with FEMA support after Hurricane Maria.

✅ 75.35% of customers have power; 90.8% grid generating

✅ PREPA, FEMA, and Army Corps lead restoration work

✅ Privatization debate, Whitefish contract scrutiny

 

Nearly six months after Hurricane Maria decimated Puerto Rico, the island's electricity has been restored to 75 percent capacity, according to its utility company, a contrast to California power shutdowns implemented for different reasons.

The Puerto Rico Electric Power Authority said Sunday that 75.35 percent of customers now have electricity. It added that 90.8 percent of the electrical grid, already anemic even before the Sept. 20 storm barrelled through the island, is generating power again, though demand dynamics can vary widely as seen in Spain's power demand during lockdowns.

Thousands of power restoration personnel made up of the Puerto Rico Electric Power Authority (PREPA), the Federal Emergency Management Agency (FEMA), industry workers from the mainland, and the Army Corps of Engineers have made marked progress in recent weeks, even as California power shutoffs highlight grid risks elsewhere.

Despite this, 65 people in shelters and an island-wide boil water advisory is still in effect even though almost 100 percent of Puerto Ricans have access to drinking water, local government records show.

The issue of power became controversial after Puerto Rico Gov. Ricardo Rossello recently announced plans to privatize PREPA after it chose to allocate a $300 million power restoration contract to Whitefish, a Montana-based company with only a few staffers, rather than put it through the mutual-aid network of public utilities usually called upon to coordinate power restoration after major disasters, and unlike investor-owned utilities overseen by regulators such as the Florida PSC on the mainland.

That contract was nixed and Whitefish stopped working in Puerto Rico after FEMA raised "significant concerns" over the procurement process, scrutiny mirrored by the fallout from Taiwan's widespread outage where the economic minister resigned.

 

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Extensive Disaster Planning at Electric & Gas Utilities Means Lights Will Stay On

Utility Pandemic Preparedness strengthens grid resilience through continuity planning, critical infrastructure protection, DOE-DHS coordination, onsite sequestration, skeleton crews, and deferred maintenance to ensure reliable electric and gas service for commercial and industrial customers.

 

Key Points

Plans that sustain grid operations during outbreaks using staffing limits, access controls, and deferred maintenance.

✅ Deferred maintenance and restricted site access

✅ Onsite sequestering and skeleton crew operations

✅ DOE-DHS coordination and control center staffing

 

Commercial and industrial businesses can rest assured that the current pandemic poses no real threat to our utilities, with the U.S. grid remaining reliable for now, as disaster planning has been key to electric and gas utilities in recent years, writes Forbes. Beginning a decade ago, the utility and energy industries evolved detailed pandemic plans, outlining what to know about the U.S. grid during outbreaks, which include putting off maintenance and routine activities until the worst of the pandemic has passed, restricting site access to essential personnel, and being able to run on a skeleton crew as more and more people become ill, a capability underscored by FPL's massive Irma response when crews faced prolonged outages.

One possible outcome of the current situation is that the US electric industry may require essential staff to live onsite at power plants and control centers, similar to Ontario work-site lockdown plans under consideration, if the outbreak worsens; bedding, food and other supplies are being stockpiled, reflecting local response preparations many utilities practice, Reuters reported. The Great River Energy cooperative, for example, has had a plan to sequester essential staff in place since the H1N1 bird flu crisis in 2009. The cooperative, which runs 10 power plants in Minnesota, says its disaster planning ensured it has enough cots, blankets and other necessities on site to keep staff healthy.

Electricity providers are now taking part in twice-weekly phone calls with officials at the DOE, the Department of Homeland Security, and other agencies, as Ontario demand shifts are monitored, according to the Los Angeles Times. By planning for a variety of worst case scenarios, including weeks-long restorations after major storms, “I have confidence that the sector will be prepared to respond no matter how this evolves,” says Scott Aaronson, VP of security and preparedness for the Edison Electric Institute.

 

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Scottish North Sea wind farm to resume construction after Covid-19 stoppage

NnG Offshore Wind Farm restarts construction off Scotland, backed by EDF Renewables and ESB, CfD 2015, 54 turbines, powering 375,000 homes, 500 jobs, delivering GBP 540 million, with Covid-19 safety measures and staggered workforce.

 

Key Points

A 54-turbine Scottish offshore project by EDF Renewables and ESB, resuming to power 375,000 homes and support 500 jobs.

✅ Awarded a CfD in 2015; 54 turbines off Scotland's east coast.

✅ Projected to power 375,000 homes and deliver GBP 540 million locally.

✅ Staggered workforce return with Covid-19 control measures and oversight.

 

Neart Na Gaoithe (NnG) Offshore Wind Farm, owned by  EDF Renewables and Irish firm ESB, stopped construction in March, even as the world's most powerful tidal turbine showcases progress in marine energy.

Project boss Matthias Haag announced last night the 54-turbine wind farm would restart construction this week, as the largest UK offshore wind farm begins supplying power, underscoring sector momentum.

Located off Scotland’s east coast, where wind farms already power millions of homes, it was awarded a Contract for Difference (CfD) in 2015 and will look to generate enough energy to power 375,000 homes.

It is expected to create around 500 jobs, and supply chain growth like GE's new offshore blade factory jobs shows wider industry momentum, while also delivering £540 million to the local economy.

Mr Haag, NnG project director, said the wind farm build would resume with a small, staggered workforce return in line social distancing rules, and with broader energy sector conditions, including Hinkley Point C setbacks that challenge the UK's blueprint.

He added: “Initially, we will only have a few people on site to put in place control measures so the rest of the team can start work safely later that week.

“Once that’s happened we will have a reduced workforce on site, including essential supervisory staff.

“The arrangements we have put in place will be under regular review as we continue to closely monitor Covid-19 and follow the Scottish Government’s guidance.”

NnG wind farm, a 54-turbine projects, was due to begin full offshore construction in June 2020 before the Covid-19 outbreak, at a time when a Scottish tidal project had just demonstrated it could power thousands of homes.

EDF Renewables sold half of the NnG project to Irish firm ESB in November last year, and parent company EDF recently saw the Hinkley C reactor roof lifted into place, highlighting progress alongside renewables.

The first initial payment was understood to be around £50 million.

 

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Electricity prices in Germany nearly doubled in a year

Germany Energy Price Hikes are driving electricity tariffs, gas prices, and heating costs higher as wholesale markets surge after the Ukraine invasion; households face inflationary pressure despite relief measures and a renewables levy cut.

 

Key Points

Germany Energy Price Hikes reflect surging power and gas tariffs from wholesale spikes, prompting relief measures.

✅ Electricity tariffs to rise 19.5% in Apr-Jun

✅ Gas tariffs up 42.3%; heating and fuel costs soar

✅ Renewables levy ends July; saves €6.6 billion yearly

 

Record prices for electricity and gas in Germany will continue to rise in the coming months, the dpa agency, citing estimates from the consumer portal Verivox.

According to him, electricity suppliers and local utilities, in whose area of ​​responsibility there are 13 million households, made an announcement of tariff increases in April, May and June by 19.5%. Gas tariffs increased by an average of 42.3%.

According to Verivox, electricity prices in Germany have approximately doubled over the year - a pattern seen as European electricity prices rose more than double the EU average - if previously a household with a consumption of 4,000 kWh paid 1,171 euros a year, now the amount has risen to 1,737 euros. Gas prices have risen even more, though European gas prices later returned to pre-Ukraine war levels: last year, a household with a consumption of 20,000 kWh paid 1,184 euros in annual terms, and now it is 2,787 euros. 

Energy costs for the average German household are 52 percent higher than a year ago, adding to EU inflation pressures, according to energy contract sales website Check24. In a press release, the company said the wholesale electricity price was at €122.93 per megawatt-hour in February 2022, compared to €49 this time last year, while in the United States US electricity prices climbed at the fastest pace in 41 years. In addition, electricity prices on the power exchange haven been rising rapidly since Russian troops invaded Ukraine, comparison portal Strom Report said. Costs for heating rose the most, triggered by the high gas price (105 euros per megawatt-hour on the wholesale market) and around 100 USD per barrel of oil – its highest price since 2014. Driving also became more expensive with costs for petrol up 25 percent and diesel 30 percent, Check24 said.

The German government has decided on relief measures for low-income households, including a 200 billion euro energy shield, in response to high consumer energy costs. In July, it will abolish the renewables levy on the power price, saving consumers around €6.6 billion annually. In a reform proposal released this week, the ministry for economy and climate also detailed how it will legally oblige power suppliers to reduce their power bills when the levy is abolished.

 

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B.C. government freezes provincial electricity rates

BC Hydro Rate Freeze delivers immediate relief on electricity rates in British Columbia, reversing a planned 3% hike, as BCUC oversight, a utility review, and Site C project debates shape provincial energy policy.

 

Key Points

A one-year provincial policy halting BC Hydro electricity rate hikes while a utility review finds cost savings.

✅ Freeze replaces planned 3% hike approved by BCUC.

✅ Government to conduct comprehensive BC Hydro review.

✅ Critics warn $150M revenue loss impacts capital projects.

 

British Columbia's NDP government has announced it will freeze BC Hydro rates effective immediately, fulfilling a key election promise.

Energy, Mines and Petroleum Resources Minister Michelle Mungall says hydro rates have gone up by more than 24 per cent in the last four years and by more than 70 per cent since 2001, reflecting proposals such as a 3.75% increase over two years announced previously.

"After years of escalating electricity costs, British Columbians deserve a break on their bills," Mungall said in a news release.

BC Hydro had been approved by the B.C. Utilities Commission to increase the rate by three per cent next year, but Mungall said it will pull back its request in order to comply with the freeze.

In the meantime, the government says it will undertake a comprehensive review of the utility meant to identify cost-savings measures for customers often asked to pay an extra $2 a month on electricity bills.

The Liberal critic, Tracy Redies, says the one year rate freeze is going to cost BC Hydro, calling it a distraction from the bigger issue of the future of the Site C project and the oversight of a BC Hydro fund surplus as well.

"A one year rate freeze costs Hydro $150 million," Redies said. "That means there's $150 million less to invest in capital projects and other investments that the utility needs to make."

"This is putting off decisions that should be made today to the future."

Recommendations from the review — including possible new rates — will be implemented starting in April 2019.

 

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