Kilpatrick makes quick work of AGL Capital offering

Posted on August 13, 2009 17:04 by Janet Conley

When AGL Capital Corp. wanted to raise some cash, the Atlanta-based financing arm of gas distributor AGL Resources Inc. tapped Kilpatrick Stockton as its counsel for the second time in two years.

In the most recent deal, a $300 million offering of 10-year senior unsecured notes, Kilpatrick partner David M. Eaton captained the transaction, assisted by securities partners W. Benjamin Barkley and David A. Stockton, tax partner Lynn E. Fowler, and associates Adwoa M. Awotwi, Megan K. Callahan and Jessica L. Nash.David Eaton

AGL’s internal counsel, William A. Palmer III, was the principal in-house attorney on the deal.

“If you look at investment grade corporate bonds, that has been the one bright spot in the market in the U.S. this year,” Eaton said, pointing out that publications such as the Wall Street Journal have reported this as a seller’s market for investment-grade corporate bonds. “What that means is the spread to treasuries—the cost of borrowing money—has gone down for issuers. So really AGL Resources did very well on their cost

of issuing the corporate bonds.”

The coupon rate on the bonds was 5.25 percent, although some were sold at an original issue discount, Eaton said. The last time his firm helped AGL with an issuance, in December 2007, he added, the rate was higher, at 6.375 percent.

Barkley said the deal moved quickly, taking just three weeks from start to finish.

“It was a take-down off of an already filed shelf registration statement,” he said. “These sorts of registered notes offerings happen pretty quickly, and the companies view this window as an attractive time to raise capital in the markets. Plus, the markets are being pretty receptive to these offerings at this time.”

According to information from AGL Resources, the company plans to use the net proceeds of the sale to repay a portion of its short-term debt.

The offering was underwritten by Goldman Sachs & Co., SunTrust Robinson Humphrey Inc. and Wells Fargo Securities LLC, operating as joint book-running managers. Troutman Sanders’ partners Marlon F. Starr and Patrick W. Macken represented the underwriters, with associates Erica B. Jackson and Brad R. Resweber.

This was an unusual deal in only two respects, Eaton said. First, the deal went through with virtually no hassles or hiccups, he said. Second, he added, the deal closed in August—a month that used to be bereft of deals because lawyers, investment bankers, underwriters and other professionals all were on vacation.

“Because of the volatility of the last few years,” Eaton said, the attitude on deal-making has changed to this: “Just do a deal when you can.”


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Janet ConleyThe Deal Watch Blog is devoted to bringing you the latest news in business law in Atlanta, the Southeast and the U.S. The lead writer is Daily Report associate editor Janet L. Conley.

Janet L. Conley is an attorney who returned to journalism after practicing law with Akin, Gump, Strauss, Hauer & Feld in Washington and with the Georgia Legal Services Program in Atlanta.

During her tenure at the Daily Report, Janet, now the paper's associate editor, has covered law firm economics and management, business and federal courts. In 2007, she received the Georgia Associated Press Story of the Year award and the Atlanta Press Club’s Journalist of the Year award, both for small circulation newspapers, for "Green to Gold," a series of articles on how climate change will alter business and the law.

Janet has written for The American Lawyer magazine and the National Law Journal, among other publications. She also served as managing editor of GC South magazine.

Janet holds a journalism degree from Southern College and a juris doctor degree from the University of Pennsylvania. She lives in Decatur with her husband Mark Harper, also an attorney, and their three children.

She can be reached at jconley@alm.com.

Andy PetersThe contributing writer is Daily Report staff reporter Andy Peters.

Andy Peters has been a journalist since graduating from Furman University in 1992. A short list of the subjects he’s covered includes the Georgia state Legislature, the U.S. semiconductor industry, the Alabama-Florida-Georgia “water wars” litigation, the 1999 American Airlines pilots strike, Coca-Cola and PepsiCo’s battle to acquire the Gatorade sports-drink brand, indie rock music and high school football. Andy has written for Bloomberg News, the New York Times Web site, the Macon Telegraph, the Spartanburg (S.C.) Herald-Journal and the Atlanta Business Chronicle.

Andy has written the Deal Watch column for the Daily Report since March 2006. He was born in Chattanooga, Tenn. in 1971 and grew up in Ringgold, Ga. He lives in Decatur with his wife and two children.

He can be reached at apeters@alm.com.

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