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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/03/22 Atmos Energy Corp. 8-K:1,9 10/03/22 14:308K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 30K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 38K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 36K 9: R1 Document and Entity Information HTML 50K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- d394732d8k_htm XML 16K 11: EXCEL IDEA Workbook of Financial Reports XLSX 8K 6: EX-101.DEF XBRL Definitions -- ato-20221003_def XML 41K 7: EX-101.LAB XBRL Labels -- ato-20221003_lab XML 66K 8: EX-101.PRE XBRL Presentations -- ato-20221003_pre XML 42K 5: EX-101.SCH XBRL Schema -- ato-20221003 XSD 14K 13: JSON XBRL Instance as JSON Data -- MetaLinks 13± 21K 14: ZIP XBRL Zipped Folder -- 0001193125-22-256711-xbrl Zip 46K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form i 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
i ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
i Texas AND i Virginia | i 1-10042 | i 75-1743247 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
i 1800 THREE LINCOLN CENTRE, i 5430 LBJ FREEWAY, i DALLAS, i Texas |
i 75240 | |
(Address of Principal Executive Offices) | (Zip Code) |
( i 972) i 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:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||||
i Common stock | No Par Value | i ATO | i New York Stock Exchange |
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 i ☐
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 1.01. | Entry into a Material Definitive Agreement. |
On October 3, 2022, Atmos Energy Corporation (“Atmos Energy”) completed a public offering of $300 million aggregate principal amount of its 5.450% Senior Notes due 2032 (the “2032 Notes”) and $500 million aggregate principal amount of its 5.750% Senior Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Notes”). 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. 333-257504) of Atmos Energy and the Prospectus Supplement dated September 27, 2022, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on September 29, 2022. Atmos Energy received net proceeds from the offering, after the underwriting discount and estimated offering expenses payable by it, of approximately $789.4 million.
The Notes were issued pursuant to an indenture dated as of March 26, 2009 (the “Base Indenture”) between Atmos Energy and U.S. Bank National Association, as trustee (the “Trustee”), and an officers’ certificate delivered to the Trustee pursuant to Section 301 of the Base Indenture (the “Officers’ Certificate,” and the Base Indenture, as modified by the Officers’ Certificate, is referred to herein as the “Indenture”). Each series of Notes is represented by a global security executed by Atmos Energy on October 3, 2022 (together, the “Global Securities”). The Notes are unsecured senior obligations that rank equally in right of payment with all of Atmos Energy’s other existing and future unsubordinated debt. The 2032 Notes bear interest at an annual rate of 5.450%, payable by Atmos Energy on April 15 and October 15 of each year, beginning on April 15, 2023, and mature on October 15, 2032. The 2052 Notes bear interest at an annual rate of 5.750%, payable by Atmos Energy on April 15 and October 15 of each year, beginning on April 15, 2023, and mature on October 15, 2052.
Atmos Energy may redeem the Notes of each series at its option at any time or from time to time, in whole or in part, at the redemption prices calculated in accordance with the Indenture. The Indenture includes covenants that limit the ability of Atmos Energy and its restricted subsidiaries (as defined in the Indenture) to, among other things, (i) grant specified liens, (ii) engage in specified sale and leaseback transactions, (iii) consolidate or merge with or into other companies or (iv) sell all or substantially all of Atmos Energy’s assets. The restrictive covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture provides for events of default, including (i) interest payment defaults, (ii) breaches of covenants, (iii) certain payment defaults at final maturity or acceleration of other indebtedness and (iv) the occurrence of events of bankruptcy, insolvency or reorganization. If any event of default occurs and is continuing, subject to certain exceptions, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, together with any accrued and unpaid interest.
The above descriptions are qualified in their entirety by reference to the text of the Base Indenture, the Officers’ Certificate, and the Global Securities. The Base Indenture has been previously filed, the Officers’ Certificate is filed as Exhibit 4.1, and the Global Securities are filed as Exhibits 4.2 and 4.3 to this Current Report on Form 8-K, and are each incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number |
Description | |
4.1 | Officers’ Certificate dated October 3, 2022 | |
4.2 | Global Security for the 5.450% Senior Notes due 2032 | |
4.3 | Global Security for the 5.750% Senior Notes due 2052 | |
104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). |
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: October 3, 2022 | By: | |||||
Daniel M. Meziere | ||||||
Vice President of Investor Relations and Treasurer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/15/32 | ||||
4/15/23 | ||||
Filed on / For Period end: | 10/3/22 | 8-K | ||
9/29/22 | 424B2 | |||
9/27/22 | 424B5, 8-K, FWP | |||
3/26/09 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/23 Atmos Energy Corp. 10-K 9/30/23 126:17M 10/10/23 Atmos Energy Corp. 424B2 2:962K Donnelley … Solutions/FA 10/05/23 Atmos Energy Corp. 424B5 1:927K Donnelley … Solutions/FA 3/31/23 Atmos Energy Corp. 424B5 2:868K Donnelley … Solutions/FA 3/31/23 Atmos Energy Corp. S-3ASR 3/31/23 7:638K Donnelley … Solutions/FA 2/07/23 Atmos Energy Corp. 10-Q 12/31/22 68:7.9M 11/14/22 Atmos Energy Corp. 10-K 9/30/22 118:18M |