| Item 1.01. |
Entry into a Material Definitive Agreement.
|
On January 14, 2022, Atmos Energy Corporation (“Atmos Energy”)
completed a public offering of $200,000,000 aggregate principal
amount of its 2.625% Senior Notes due 2029 (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 January 11, 2022, which
was filed with the Securities and Exchange Commission pursuant to
Rule 424(b) of the Securities Act on January 13, 2022. Atmos
Energy received net proceeds from the offering, after the
underwriting discount and estimated offering expenses payable by it
and excluding amounts paid by the purchasers with respect to
accrued interest, of approximately $200.7 million.
The Notes were an additional issuance of the existing $300,000,000
2.625% Senior Notes due 2029 and 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”).
The Notes are represented by a global security executed by Atmos
Energy on January 14, 2022 (the “Global Security”) and are
unsecured senior obligations that rank equally in right of payment
with all of Atmos Energy’s other existing and future unsubordinated
debt. The Notes bear interest at an annual rate of 2.625%, payable
by Atmos Energy on March 15 and September 15 of each
year, beginning on March 15, 2022, and mature on
September 15, 2029. The interest payment on March 15,
2022 will include interest from and including September 15,
2021.
Atmos Energy may redeem the Notes at its option at any time, in
whole or in part, at a redemption price 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 Security is filed as Exhibit 4.2 to this Current Report on
Form 8-K, and are each
incorporated herein by reference.
