| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 9, 2021, Atmos Energy Corporation (“Atmos Energy”) completed a public offering of $1,100,000,000 aggregate principal amount of its 0.625% Senior Notes due 2023 (the “Fixed Rate Notes”) and $1,100,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2023 (the “Floating Rate Notes” and, together with the Fixed Rate 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. 333-236369) of Atmos Energy and the Prospectus Supplement dated March 4, 2021, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on March 8, 2021. Atmos Energy received net proceeds from the offering, after the underwriting discount and estimated offering expenses payable by it, of approximately $2.191 billion.
The Fixed Rate 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 “Fixed Rate Notes Officers’ Certificate”). The Floating Rate Notes were issued pursuant to the Base Indenture and an officers’ certificate delivered to the Trustee pursuant to Section 301 of the Base Indenture (the “Floating Rate Notes Officers’ Certificate,” and the Base Indenture, as modified by the Fixed Rate Notes Officers’ Certificate and the Floating Rate Notes Officers’ Certificate, is referred to herein as the “Indenture”). Each series of Notes is represented by three global securities executed by Atmos Energy on March 9, 2021 (each, a “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 Fixed Rate Notes bear interest at an annual rate of 0.625%, payable by Atmos Energy on March 9 and September 9 of each year, beginning on September 9, 2021, and mature on March 9, 2023. The Floating Rate Notes will bear interest at a rate equal to the Three-Month LIBOR Rate (as defined in the Floating Rate Notes Officers’ Certificate) plus 38 basis points per year reset quarterly for the applicable interest period, payable by Atmos Energy on March 9, June 9, September 9 and December 9 of each year, beginning on June 9, 2021, and mature on March 9, 2023.
Atmos Energy may redeem the Notes of each series at its option at any time on or after September 9, 2021, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date. 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 Fixed Rate Notes Officers’ Certificate, the Floating Rate Notes Officers’ Certificate and the Global Securities. The Base Indenture has been previously filed, the Fixed Rate Notes Officers’ Certificate is filed as Exhibit 4.1, the Floating Rate Notes Officers’ Certificate is filed as Exhibit 4.2, and the Global Securities are filed as Exhibits 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8, respectively, to this Current Report on Form 8-K, and are each incorporated herein by reference.
