ATMOS ENERGY CORPORATION (NYSE:ATO) Files An 8-K Other Events
Item8.01. Other Events.
On June5, 2017, Atmos Energy Corporation (Atmos Energy) entered
into an underwriting agreement (the Underwriting Agreement) with
BNP Paribas Securities Corp., Credit Agricole Securities (USA)
Inc., 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
$500million aggregate principal amount of its 3.000% Senior Notes
due 2027 (the 2027 Notes), with a yield to maturity of 3.032% and
an effective yield to maturity of 3.115%, after giving effect to
related fees and original issuance discount; and $250million
aggregate principal amount of its 4.125% Senior Notes due 2044
(the new 2044 Notes), with a re-offer yield of 3.889% and an
effective yield to maturity of 4.394%, after giving effect to
related fees and the settlement of interest rate swaps (together
with the 2027 Notes, the Notes). The new 2044 Notes constitute an
additional issuance by Atmos Energy of the $500million aggregate
principal amount of the 4.125% Senior Notes due 2044 previously
issued by Atmos Energy on October15, 2014. The Offering has been
registered under the Securities Act of 1933, as amended (the
Securities Act), to a registration statement on Form S-3
(Registration No.333-210424) of Atmos Energy (the Registration
Statement) 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. 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 $752million. The Offering is expected to close on
or about June8, 2017, subject to customary closing conditions.
The Notes will be issued to an indenture dated March26, 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 June8, 2017 and delivered to
the Trustee to Section301 of the Indenture. The 2027 Notes and
the new 2044 Notes will each be represented by a global security,
forms of which are filed as exhibits hereto. The form of Officers
Certificate and the Underwriting Agreement are each also filed as
an exhibit hereto.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
|
ExhibitNumber |
Description |
|
| 1.1 | Underwriting Agreement dated as of June5, 2017 | |
| 4.1 | Form of Officers Certificate, to be dated June8, 2017 | |
| 4.2 | Form of Global Security for 3.000 Senior Notes due 2027 | |
| 4.3 |
Form of Global Security for 4.125% Senior Notes due 2044 (incorporated by reference to Exhibit 4.2 to Atmos Energys Current Report on Form 8-K filed with the Securities and Exchange Commission on October9, 2014) |
|
| 5.1 | Opinion of Gibson, Dunn Crutcher LLP | |
| 5.2 | Opinion of Hunton Williams LLP | |
| 23.1 |
Consent of Gibson, Dunn Crutcher LLP (included in Exhibit 5.1) |
|
| 23.2 | Consent of Hunton Williams LLP (included in Exhibit 5.2) |
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.