OREANDA-NEWS. November 17, 2015. Fitch Ratings has assigned a 'BBB+' rating on Rating Watch Positive to AGL Capital Corporation's (AGL Capital) \\$250 million senior unsecured notes due November 2025. AGL Capital's ratings are based on an unconditional guarantee by its parent AGL Resources Inc. (AGL) which carries a 'BBB+' long-term Issuer Default Rating (IDR) on Rating Watch Positive.

KEY RATING DRIVERS

AGL ratings take into consideration the low-risk profile of its regulated and diversified gas utility operations in supportive jurisdictions, which represents approximately 70% of total operating earnings.

The Rating Watch Positive recognizes that AGL's operating scale and financial flexibility will improve as a result of the announced merger with Southern Company (SO; IDR 'A'/Rating Watch Negative).

In Fitch's view, the merger will particularly benefit AGL's aggressive pursuit of pipeline projects and provide additional funding sources. Although these projects expand AGL's midstream footprint and are not as safe as utility investments, their advantageous project locations, high level of contractual commitment and expected balanced financing structure mitigate market risks and provide stable earnings and cash flows.

Although Fitch acknowledges the strategic and financial benefits as a result of the pending merger, a rating upgrade at AGL will depend upon the resolution of SO's Negative Rating Watch to ensure a proper rating deferential between AGL and SO is maintained. Fitch intends to maintain a one-notch differential between the IDRs of SO and AGL.

AGL is executing a large capex program, 95% of which is invested in LDCs and pipelines, which Fitch views favorably. Annual capex is expected to average \\$1.1 billion, over 150% of the annual \\$680 million in the past five years. Capex is expected to be funded by debt and internal cash flow. No equity issuance is expected. Credit metrics could weaken as a result, which Fitch views as temporary and is mitigated by various no-lag recovery mechanisms.

KEY ASSUMPTIONS

--Capex spending at utilities averages approximately \\$1 billion from 2015 through 2018;
--Non-utility capex averages approximately \\$120 million per year including pipeline construction projects;
--Percentage of rider capex at utilities averages nearly 50% from 2015 through 2018;
--Dividend \\$250 million from 2015 to 2018.

RATING SENSITIVITIES

Positive: Future developments that may, individually or collectively, lead to a positive rating action include:

--AGL and AGL Capital's ratings could be upgraded, if Southern Company's rating is affirmed at 'A' with a Stable Outlook.

Negative: Future developments that may, individually or collectively, lead to a negative rating action include:

--Material debt-funded expansion or shift towards non-utility businesses;
--Negative regulatory developments in the states that AGL's utilities operate, including material concessions for merger approvals;
--AGL's adjusted debt/EBITDA above 4.75x and/or funds from operations (FFO) fixed charge coverage below 3.75x on a sustained basis.