Form 8-K





Washington, D.C. 20549



Form 8-K



Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 1, 2018

Date of Report (Date of earliest event reported)




(Exact Name of Registrant as Specified in its Charter)




TEXAS AND VIRGINIA   1-10042   75-1743247

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)




(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))

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 October 1, Atmos Energy Corporation (“Atmos Energy”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. 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 $600 million aggregate principal amount of its 4.300% Senior Notes due 2048 (the “Notes”), with a yield to maturity of 4.330% and an effective yield to maturity of 4.374%, after giving effect to related fees and original issuance discount. 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 October 1, 2018, which was filed with the Securities and Exchange Commission pursuant to Rule 424 (b) of the Securities Act on October 2, 2018. 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 $591 million. The Offering is expected to close on or about October 4, 2018, 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 October 4, 2018 and delivered to the Trustee pursuant to Section 301 of the Indenture. The Notes will be represented by two global securities, a form of which is filed as an exhibit 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





  1.1    Underwriting Agreement dated as of October 1, 2018
  4.1    Form of Officers’ Certificate, to be dated October 4, 2018
  4.2    Form of Global Security for 4.300% Senior Notes due 2048
  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)


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.




DATE: October 4, 2018     By:   /s/ CHRISTOPHER T. FORSYTHE
      Christopher T. Forsythe
      Senior Vice President and Chief Financial Officer