Current Report Filing (8-k)
08 June 2017 - 10:05PM
Edgar (US Regulatory)
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
June 5, 2017
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
(Registrants 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))
|
Indicate by check mark whether the registrant is an emerging growth company as
defined in 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 June 5, 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 $500 million 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 $250 million 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 $500 million aggregate principal amount of the 4.125% Senior Notes due 2044 previously issued by Atmos Energy on October 15, 2014. 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. 333-210424)
of
Atmos Energy (the Registration Statement) and the prospectus supplement dated June 5, 2017, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 7, 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 $752 million. The Offering is expected to close on or about June 8, 2017, 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 June 8, 2017 and delivered to the Trustee pursuant
to Section 301 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.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
|
|
|
Exhibit Number
|
|
Description
|
|
|
1.1
|
|
Underwriting Agreement dated as of June 5, 2017
|
|
|
4.1
|
|
Form of Officers Certificate, to be dated June 8, 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 October 9, 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)
|
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: June 8, 2017
|
|
By:
|
|
/s/ CHRISTOPHER T. FORSYTHE
|
|
|
|
|
Christopher T. Forsythe
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer
|
INDEX TO EXHIBITS
|
|
|
Exhibit Number
|
|
Description
|
|
|
1.1
|
|
Underwriting Agreement dated as of June 5, 2017
|
|
|
4.1
|
|
Form of Officers Certificate, to be dated June 8, 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 October 9, 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)
|
Atmos Energy (NYSE:ATO)
Historical Stock Chart
From Apr 2024 to May 2024
Atmos Energy (NYSE:ATO)
Historical Stock Chart
From May 2023 to May 2024