UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| No Par Value | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On March 4, 2021 Atmos Energy Corporation (“Atmos Energy”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Mizuho Securities USA LLC and TD Securities (USA) 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 $1.1 billion aggregate principal amount of its 0.625% Senior Notes due 2023 (the “Fixed Rate Notes”), with a yield to maturity of 0.627%; and $1.1 billion aggregate principal amount of its Floating Rate Senior Notes due 2023 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, 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. 333-236369) of Atmos Energy (the “Registration Statement”) and the prospectus supplement dated March 4, 2020, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on March 8, 2021. 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 $2.191 billion. The Offering is expected to close on or about March 9, 2021, 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 Fixed Rate Notes (the “Fixed Rate Note Officers’ Certificate”) and an Officers’ Certificate setting forth the terms of the Floating Rate Notes (the “Floating Rate Note Officers’ Certificate”), each of which are to be dated March 9, 2021 and delivered to the Trustee pursuant to Section 301 of the Indenture. Each series of Notes will be represented by three global securities, forms of which are filed as exhibits hereto. The form of Fixed Rate Note Officers’ Certificate, the form of Floating Rate Note Officers’ Certificate and the Underwriting Agreement are each also filed as an exhibit hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated as of March 4, 2021 | |
| 4.1 | Form of Fixed Rate Notes Officers’ Certificate, to be dated March 9, 2021 | |
| 4.2 | Form of Floating Rate Notes Officers’ Certificate, to be dated March 9, 2021 | |
| 4.3 |
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| 4.4 | Form of Global Security for Floating Rate Senior Notes due 2023 | |
| 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). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATMOS ENERGY CORPORATION | ||||||
| (Registrant) | ||||||
| DATE: March 9, 2021 | By: | /s/ DANIEL M. MEZIERE | ||||
| Daniel M. Meziere | ||||||
| Vice President of Investor Relations and Treasurer | ||||||