Item 1.01 |
Entry into a Material Definitive Agreement |
On June 9, 2023, Atmos Energy Corporation (“Atmos Energy”) and Atmos Energy Kansas Securitization I, LLC (the “Issuing Entity”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as bookrunning underwriter (the “Underwriter”), with respect to the purchase and sale of $95,000,000 aggregate principal amount of the Issuing Entity’s Series
2023-A
Senior Secured Securitized Utility Tariff Bonds (the “Bonds”) to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement, each to be dated as of June 20, 2023. The Bonds were offered pursuant to the prospectus dated June 9, 2023.
The Underwriting Agreement contains customary representations, warranties and agreements by Atmos Energy and customary conditions to closing, indemnification obligations of Atmos Energy, on the one hand, and the Underwriters, on the other hand, including for liabilities under the Securities Act of 1933, as amended, obligations of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. A form of the Indenture (including the form of the Bonds and the Series Supplement) is annexed as Exhibit 4.1 to this Current Report on Form
8-K.
In connection with the issuance of the Bonds, Atmos Energy and the Issuing Entity also expect to enter into a Securitized Utility Tariff Property Servicing Agreement, a Securitized Utility Tariff Property Purchase and Sale Agreement, and an Administration Agreement, each to be dated as of June 20, 2023, which are annexed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form
8-K.
Additionally, Atmos Energy, as the sole member of the Issuing Entity, has entered into an Amended and Restated Limited Liability Company Agreement of the Issuing Entity, dated as of May 26, 2023, which is annexed as Exhibit 3.1 hereto.
The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriter and its affiliates have in the past provided, and may in the future from time to time provide, investment banking and general financing and banking services to Atmos Energy and its affiliates for which they have in the past received, and in the future may receive, customary fees.
The Trustee and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial and investment banking services for Atmos Energy for which they received or will receive customary fees and expenses. U.S. Bank Trust Company, National Association and its affiliates, among other relationships, are (i) lenders under Atmos Energy’s revolving credit facility, (ii) the trustee and paying agent under the indentures governing various Atmos Energy debt securities and (iii) placement agents under Atmos Energy’s commercial paper program. No relationships currently exist between Atmos Energy, the Issuing Entity and their respective affiliates, on the one hand, and U.S. Bank Trust Company, National Association and its affiliates, on the other hand, that would be outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party.