Item 1.01. Entry into a Material Definitive Agreement.
On October 1, 2021, Atmos Energy Corporation ("Atmos Energy") completed a public
offering of $600,000,000 aggregate principal amount of its 2.850% Senior Notes
due 2052 (the "Notes"). 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. 333-257504) of Atmos Energy and the
Prospectus Supplement dated September 21, 2021, which was filed with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act
on September 23, 2021. Atmos Energy received net proceeds from the offering,
after the underwriting discount and estimated offering expenses payable by it,
of approximately $589.6 million.
The Notes were issued pursuant to an indenture dated as of March 26, 2009 (the
"Base Indenture") between Atmos Energy and U.S. Bank National Association, as
trustee (the "Trustee"), and an officers' certificate delivered to the Trustee
pursuant to Section 301 of the Base Indenture (the "Officers' Certificate," and
the Base Indenture, as modified by the Officers' Certificate, is referred to
herein as the "Indenture"). The Notes are represented by two global securities
executed by Atmos Energy on October 1, 2021 (each, a "Global Security") and are
unsecured senior obligations that rank equally in right of payment with all of
Atmos Energy's other existing and future unsubordinated debt. The Notes bear
interest at an annual rate of 2.850%, payable by Atmos Energy on February 15 and
August 15 of each year, beginning on February 15, 2022, and mature on
February 15, 2052.
Atmos Energy may redeem the Notes at its option at any time, in whole or in
part, at a redemption price calculated in accordance with the Indenture. The
Indenture includes covenants that limit the ability of Atmos Energy and its
restricted subsidiaries (as defined in the Indenture) to, among other things,
(i) grant specified liens, (ii) engage in specified sale and leaseback
transactions, (iii) consolidate or merge with or into other companies or
(iv) sell all or substantially all of Atmos Energy's assets. The restrictive
covenants are subject to a number of exceptions and qualifications set forth in
the Indenture. The Indenture provides for events of default, including
(i) interest payment defaults, (ii) breaches of covenants, (iii) certain payment
defaults at final maturity or acceleration of other indebtedness and (iv) the
occurrence of events of bankruptcy, insolvency or reorganization. If any event
of default occurs and is continuing, subject to certain exceptions, the Trustee
or the holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately,
together with any accrued and unpaid interest.
The above descriptions are qualified in their entirety by reference to the text
of the Base Indenture, the Officers' Certificate, and the Global Securities. The
Base Indenture has been previously filed, the Officers' Certificate is filed as
Exhibit 4.1, and the Global Securities are filed as Exhibits 4.2 and 4.3,
respectively, to this Current Report on Form 8-K, and are each incorporated
herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
4.1 Officers' Certificate dated October 1, 2021
4.2 Global Security for the 2.850% Senior Notes due 2052
4.3 Global Security for the 2.850% Senior Notes due 2052
104 Cover Page Interactive Data File. The cover page XBRL tags are
embedded within the inline XBRL document (contained in Exhibit 101).
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