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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