SECURITIES AND EXCHANGE COMMISSION
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On September 23, 2020 Atmos Energy Corporation (“Atmos Energy”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., CIBC World Markets Corp. and Credit Agricole Securities (USA) Inc., 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 1.500% Senior Notes due 2031 (the “Notes”), with a yield to maturity of 1.546% and an effective yield to maturity of 1.7097%, 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. 333-236369) of Atmos Energy (the “Registration Statement”) and the prospectus supplement dated September 23, 2020, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on September 24, 2020. 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 $592 million. The Offering is expected to close on or about October 1, 2020, 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 1, 2020 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.
|1.1||Underwriting Agreement dated as of September 23, 2020|
|4.1||Form of Officers’ Certificate, to be dated October 1, 2020|
|4.2||Form of Global Security for 1.500% Senior Notes due 2031|
|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)|
|104||Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).|
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|
|DATE: October 1, 2020||By:|
|Daniel M. Meziere|
|Vice President and Treasurer|