Northern Illinois Gas Company commences consent solicitation from holders of First Mortgage Bonds

Thu Oct 18, 2012 8:00am EDT

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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 "Indenture"), 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. 

Contacts:       
Financial
Sarah Stashak
Director - Investor Relations
Office:  404-584-4577
Cell:     404-895-7634
sstashak@aglresources.com

Media
Annette Martinez
Director - External Relations
Office: 630-388-2781 
Cell:     630-918-2321                         
amartinez@aglresources.com





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