UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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| Item 8.01. | Other Events. |
On June 18, 2024 Atmos Energy Corporation (“Atmos Energy”) entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I thereto, with respect to the offering and sale in an underwritten public offering (the “Offering”) by Atmos Energy of $325 million aggregate principal amount of its 5.900% Senior Notes due 2033 (the “Notes”), with a re-offer yield of 5.178%. The Notes are an additional issuance of Atmos Energy’s existing $400,000,000 5.900% Senior Notes due 2033. The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-271038) of Atmos Energy (the “Registration Statement”) and the prospectus supplement dated June 18, 2024, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 20, 2024. Legal opinions related to the Registration Statement are also filed herewith as Exhibits 5.1 and 5.2.
Atmos Energy expects to receive net proceeds, after the underwriting discount and estimated offering expenses payable by it and excluding amounts paid by the purchasers with respect to accrued interest, of approximately $338.9 million. The Offering is expected to close on or about June 21, 2024, subject to customary closing conditions.
The Notes will be issued pursuant to an indenture dated March 26, 2009 (the “Indenture”) between Atmos Energy and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), to be modified by an Officers’ Certificate setting forth the terms of the Notes (the “Officers’ Certificate”), to be dated June 21, 2024 and delivered to the Trustee pursuant to Section 301 of the Indenture. The Notes will be represented by a global security, a form of which is filed as an exhibit hereto. The form of the Officers’ Certificate and the Underwriting Agreement are each also filed as an exhibit hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated as of June 18, 2024 | |
| 4.1 | Form of Officers’ Certificate, to be dated June 21, 2024 | |
| 4.2 | Form of Global Security for 5.900% Senior Notes due 2033 | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP | |
| 5.2 | Opinion of Hunton Andrews Kurth LLP | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2) | |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | |
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.
| ATMOS ENERGY CORPORATION | ||||||
| (Registrant) | ||||||
| DATE: June 21, 2024 | By: | /s/ Daniel M. Meziere | ||||
| Daniel M. Meziere | ||||||
| Vice President of Investor Relations and Treasurer | ||||||