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 FormS-3 (RegistrationNo. 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.
