Item 8.01. Other Events.
On January 11, 2022 Atmos Energy Corporation ("Atmos Energy") entered into an
underwriting agreement (the "Underwriting Agreement") with BNP Paribas
Securities Corp., CIBC World Markets Corp., Credit Agricole Securities (USA)
Inc., and U.S. Bancorp Investments, Inc., 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
$200 million aggregate principal amount of its 2.625% Senior Notes due 2029 (the
"Notes"), with a re-offer yield of 2.428%. The Notes are an additional issuance
of Atmos Energy's existing $300,000,000 2.625% Senior Notes due 2029. 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 (the "Registration Statement") and
the prospectus supplement dated January 11, 2022, which was filed with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act
on January 13, 2022. 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, of approximately $200.7 million. The Offering
is expected to close on or about January 14, 2022, 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 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 January 14, 2022
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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
1.1 Underwriting Agreement dated as of January 11, 2022
4.1 Form of Officers' Certificate, to be dated January 14, 2022
4.2 Form of Global Security for 2.625% Senior Notes due 2029
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).
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