ATMOS ENERGY CORPORATION (NYSE:ATO) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On June8, 2017, Atmos Energy Corporation (Atmos Energy) completed
a public offering of $750,000,000 aggregate principal amount of
its senior notes, consisting of $500,000,000 aggregate principal
amount of 3.000% Senior Notes due 2027 (the 2027 notes) and
$250,000,000 aggregate principal amount of 4.125% Senior Notes
due 2044 (the new 2044 notes, and, together with the 2027 notes,
the notes). The offering has been registered under the Securities
Act of 1933, as amended, to a registration statement on Form S-3
(Registration No.333-210424) of Atmos Energy and the Prospectus
Supplement dated June5, 2017, which was filed with the Securities
and Exchange Commission to Rule 424(b) of the Securities Act on
June7, 2017. Atmos Energy received net proceeds from the
offering, after the underwriting discount and estimated offering
expenses payable by us and excluding amounts paid by the
purchasers with respect to interest deemed to have accrued on the
new 2044 notes from April15, 2017 to the closing date of the
offering, of approximately $752 million.

The notes were issued to an indenture dated as of March26, 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 to Section301 of the Base
Indenture (the Officers Certificate, and the Base Indenture, as
modified by the Officers Certificate, are referred to herein as
the Indenture). The 2027 notes are represented by a global
security executed by Atmos Energy on June8, 2017 (the 2027 Global
Security) and are unsecured obligations ranking equally with all
of Atmos Energys existing and future senior indebtedness and
senior in right of payment to any future indebtedness that is
subordinated to the notes. The 2027 notes bear interest at an
annual rate of 3.000%, payable by Atmos Energy on June15 and
December15 of each year, beginning on December15, 2017, and
mature on June15, 2027.

The new 2044 notes are represented by a global security executed
by Atmos Energy on June8, 2017 (the 2044 Global Security) and are
also unsecured obligations ranking equally with all of Atmos
Energys existing and future senior indebtedness and senior in
right of payment to any future indebtedness that is subordinated
to the notes. The new 2044 notes are a further issuance of the
$500 million aggregate principal amount of our 4.125% Senior
Notes due 2044 (the existing 2044 notes and together with the new
2044 notes, the 2044 notes) described in our Prospectus
Supplement dated October6, 2014 and issued on October15, 2014.
The new 2044 notes will be treated as a single series under the
Indenture with the $500 million in aggregate principal amount of
such notes already outstanding and will have the same CUSIP
number as the existing 2044 notes. The 2044 notes bear interest
at an annual rate of 4.125%, payable by Atmos Energy on April15
and October15 of each year, and mature on October15, 2044.

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 Energys
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 of the applicable series may declare all the notes of such
series 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, the 2027 Global Security and the 2044 Global
Security. The Base Indenture has been previously filed. The
Officers Certificate, the 2027 Global Security and the 2044
Global Security are filed as Exhibits 4.1, 4.2 and 4.3 to this
Current Report on Form 8-K, respectively, and are each
incorporated herein by reference.

About ATMOS ENERGY CORPORATION (NYSE:ATO)

Atmos Energy Corporation is engaged primarily in the regulated natural gas distribution and pipeline businesses, as well as other nonregulated natural gas businesses. The Company operates through three segments: regulated distribution segment, which includes its regulated distribution and related sales operations; regulated pipeline segment, which includes the pipeline and storage operations of its Atmos Pipeline-Texas Division, and nonregulated segment, which includes its nonregulated natural gas management, nonregulated natural gas transmission, storage and other services. The Company’s nonregulated businesses provide natural gas management, marketing, transportation and storage services to municipalities, local gas distribution companies, including certain of its natural gas distribution divisions and industrial customers principally in the Midwest and Southeast.