TexasVirginiaTexas0000731802false 0000731802 2019-10-02 2019-10-02 0000731802 stpr:VA 2019-10-02 2019-10-02
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form
8-K
 
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
October 2, 2019
Date of Report (Date of earliest event reported)
 
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
TEXAS AND VIRGINIA
 
1-10042
 
75-1743247
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
1800 THREE LINCOLN CENTRE,​​​​​​​
5430 LBJ FREEWAY, DALLAS, TEXAS​​​​​​​
 
75240​​​​​​​
(Address of Principal Executive Offices)
 
(Zip Code)
(972)
934-9227
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
Common stock No Par Value
 
ATO
 
New York Stock Exchange
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 1.01.
Entry into a Material Definitive Agreement.
On October 2, 2019, Atmos Energy Corporation (“Atmos Energy”) completed a public offering of $800,000,000 aggregate principal amount of its senior notes, consisting of $300,000,000 aggregate principal amount of 2.625% Senior Notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of 3.375% Senior Notes due 2049 (the “2049 Notes” and, together with the 2029 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.
 333-228342)
of Atmos Energy and the Prospectus Supplement dated September 25, 2019, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on September 27, 2019. Atmos Energy received net proceeds from the offering, after the underwriting discount and estimated offering expenses payable by it, of approximately $792 million.
The Notes were issued pursuant to an indenture dated as of March 26, 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 pursuant to Section 301 of the Base Indenture (the “Officers’ Certificate,” and the Base Indenture, as modified by the Officers’ Certificate, is referred to herein as the “Indenture”). Each series of Notes is represented by a global security executed by Atmos Energy on October 2, 2019 (each, a “Global Security”) and are unsecured senior obligations that rank equally in right of payment with all of Atmos Energy’s other existing and future unsubordinated debt. The 2029 Notes bear interest at an annual rate of 2.625%, payable by Atmos Energy on March 15 and September 15 of each year, beginning on March 15, 2020, and mature on September 15, 2029. The 2049 Notes bear interest at an annual rate of 3.375%, payable by Atmos Energy on March 15 and September 15 of each year, beginning on March 15, 2020, and mature on September 15, 2049
Atmos Energy may redeem the Notes of each series 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 Energy’s 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 may declare all the Notes 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 and the Global Securities. The Base Indenture has been previously filed, the Officers’ Certificate is filed as Exhibit 4.1, and the Global Securities for the 2029 Notes and the 2049 Notes are filed as Exhibits 4.2 and 4.3, respectively, to this Current Report on Form
8-K,
and are each incorporated herein by reference.
 

Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
   
Description
         
 
4.1
   
         
 
4.2
   
         
 
4.3
   
         
 
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: October 2, 2019
 
 
By:
 
/s/ DANIEL M. MEZIERE
 
 
 
Daniel M. Meziere
 
 
 
          Vice President and Treasurer