3. The Proposed Transaction

Joint Applicants seek Commission authorization for a change in the ultimate ownership and control of Central Valley from Nicor to AGLR as a result of an agreement and plan of merger between Nicor and AGLR (Merger Agreement). From the time of certification, Central Valley has been a subsidiary of Nicor Energy Venture Company, which in turn is a wholly-owned subsidiary of Nicor.

Under the Merger Agreement, Nicor will merge with Apollo Acquisition Corp, a wholly-owned subsidiary of AGLR, with Nicor to be the surviving corporation in the merger. The surviving corporation will then be merged with Ottowa Acquisition LLC, a wholly-owned subsidiary of AGLR. The surviving corporation of this subsequent merger will be Ottowa Acquisition LLC. Upon completion of the subsequent merger, Nicor Energy Venture Company will become a subsidiary of Ottowa Acquisition LLC, which in turn is a subsidiary of AGLR.¹

¹ Diagrams of the corporate organization structure prior to and after the proposed transaction were included in Exhibit 10 of the Application.