Atmos Energy 8-K 2014
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
October 6, 2014
Date of Report (Date of earliest event reported)
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
(Registrants Telephone Number, Including Area Code)
(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:
Item 8.01. Other Events.
On October 6, 2014, Atmos Energy Corporation (Atmos Energy) entered into an underwriting agreement (the Underwriting Agreement) with Credit Agricole Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 4.125% Senior Notes due 2044 (the Notes), with a yield to maturity of 4.136% and an effective yield to maturity of 4.086%, after giving effect to the settlement of related interest rate swaps. 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. 333-187606) of Atmos Energy (the Registration Statement) and the prospectus supplement dated October 6, 2014, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on October 7, 2014. 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 $494 million. The Offering is expected to close on October 15, 2014, 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 15, 2014 and delivered to the Trustee pursuant to Section 301 of the Indenture. The Notes will be represented by a global security, 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.
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.
INDEX TO EXHIBITS