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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF
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THE
SECURITIES EXCHANGE ACT OF 1934
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Date
of Report (Date of earliest event reported): September 30,
2008
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AGL
RESOURCES INC.
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(Exact
name of registrant as specified in its charter)
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Georgia
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1-14174
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58-2210952
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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Ten
Peachtree Place NE, Atlanta, Georgia 30309
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(Address
and zip code of principal executive offices)
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404-584-4000
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(Registrant's
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
See Item 2.03
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On September 30, 2008, AGL Resources
Inc. (AGL Resources) and its wholly-owned subsidiary AGL Capital Corporation
(AGL Capital) entered into a Credit Agreement (Credit Agreement) among AGL
Resources as guarantor, AGL Capital as borrower, Wachovia Bank, National
Association, as administrative agent, Wachovia Capital Markets, LLC, as sole
lead arranger and sole lead bookrunner, the several lenders named in the Credit
Agreement, and SunTrust Bank, NA, The Bank of Tokyo-Mitsubishi, UFJ, Ltd.,
Calyon New York Branch, and The Royal Bank of Scotland PLC, as Co-Documentation
Agents.
Pursuant to the Credit Agreement, AGL
Capital may borrow up to $140 million from time to time on a revolving basis
(with an option to increase the credit facility to $150 million, subject to the
agreement by lenders who wish to participate in such facility increase), to be
used for working capital, certain permitted acquisitions, letters of credit and
general corporate purposes including commercial paper backstop and capital
expenditures. The Credit Agreement includes a $10 million subfacility
for letters of credit. AGL Capital’s obligations under the Credit
Agreement are unconditionally guaranteed by AGL Resources. The Credit
Agreement matures on September 29, 2009.
At AGL Capital’s option, interest on
borrowings under the Credit Agreement will be based on either the base rate or
the London Inter-Bank Offered Rate (LIBOR), plus, in either case, an applicable
interest margin. The base rate is the higher of (i) the prime
commercial lending rate of the administrative agent and (ii) the Federal Funds
Rate, as published by the Federal Reserve Bank of New York, plus
0.5%. The applicable interest margin varies from time to time based
on AGL Capital’s then current credit ratings for the long-term, non-credit
enhanced senior unsecured debt of AGL Capital or, if no such ratings then exist
for such debt of AGL Capital, the long-term non-credit enhanced senior unsecured
debt of AGL Resources.
As of the closing, and based upon AGL
Capital’s current credit ratings, base rate borrowings, based on the prime rate,
would bear interest at 5.00% per annum. Thirty-Day LIBOR-based borrowings
would bear interest at 4.37%.
The Credit Agreement contains customary
representations, covenants and events of default for facilities of this
type. Upon an uncured event of default under the Credit Agreement,
all amounts owing under the Credit Agreement, if any, depending on the nature of
such event of default will automatically, or may upon notice by the
administrative agent or the requisite lenders thereunder, become immediately due
and payable and the lenders may terminate their commitments.
AGL Resources has ongoing relationships
with all of the lenders that are parties to the Credit Agreement, for which AGL
Resources has paid customary fees and expenses. AGL Resources and its
affiliates have also entered into hedging arrangements with certain lenders.
Affiliates of certain of the lenders under the Credit Agreement have acted as
underwriters for issuances of AGL Resources’ equity securities and AGL Capital’s
debt securities.
The preceding summary of the material
terms of the Credit Agreement is qualified in its entirety by the full text of
such agreement, which is filed herewith as Exhibit 10. In the event
of any discrepancy between the preceding summary and the text of the Credit
Agreement, the text of the Credit Agreement shall control.
(d)
Exhibits
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Exhibit No.
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Description
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10.1
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Credit
Agreement as of September 30, 2008, by and among AGL Resources Inc., AGL
Capital Corporation, Wachovia Bank, National Association, as
administrative agent, Wachovia Capital Markets, LLC, as sole lead arranger
and sole lead bookrunner, and the several other banks and other financial
institutions named therein, and SunTrust Bank, NA, The Bank of
Tokyo-Mitsubishi, UFJ, Ltd., Calyon New York Branch, and The Royal Bank of
Scotland PLC, as Co-Documentation Agents.
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10.2
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Guarantee,
dated as of September 30, 2008, made by AGL Resources Inc., the guarantor,
in favor of Wachovia Bank, National Association, as administrative agent
for the lenders parties to the Credit Agreement, dated as of September 30,
2008, among Guarantor, AGL Capital Corporation, the borrower, the lenders
named therein, and Wachovia Bank, National Association, as administrative
agent.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AGL
RESOURCES INC.
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(Registrant)
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Date:
October 1, 2008
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/s/
Andrew W.
Evans
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Executive
Vice President and Chief Financial
Officer
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Exhibit
Index
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Exhibit No.
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Description
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10.1
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Credit
Agreement as of September 30, 2008, by and among AGL Resources Inc., AGL
Capital Corporation, Wachovia Bank, National Association, as
administrative agent, Wachovia Capital Markets, LLC, as sole lead arranger
and sole lead bookrunner, and the several other banks and other financial
institutions named therein, and SunTrust Bank, NA, The Bank of
Tokyo-Mitsubishi, UFJ, Ltd., Calyon New York Branch, and The Royal Bank of
Scotland PLC, as Co-Documentation Agents.
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10.2
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Guarantee,
dated as of September 30, 2008, made by AGL Resources Inc., the guarantor,
in favor of Wachovia Bank, National Association, as administrative agent
for the lenders parties to the Credit Agreement, dated as of September 30,
2008, among Guarantor, AGL Capital Corporation, the borrower, the lenders
named therein, and Wachovia Bank, National Association, as administrative
agent.
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