Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-271038
Issuer Free Writing Prospectus, dated September 17, 2024
ATMOS ENERGY CORPORATION
Final Term Sheet
5.000% Senior Notes due 2054
This Free Writing Prospectus relates only to the 5.000% Senior Notes due 2054 of Atmos Energy Corporation and should be read together with the Preliminary Prospectus Supplement dated September 17, 2024.
| Issuer: | Atmos Energy Corporation | |
| Expected Ratings (Moody’s/S&P):* | A1 (Negative) / A- (Stable) | |
| Trade Date: | September 17, 2024 | |
| Settlement Date (T+10):** | October 1, 2024 | |
| Security Description: | Senior Unsecured Notes | |
| Principal Amount: | $650,000,000 | |
| Maturity Date: | December 15, 2054 | |
| Interest Payment Dates: | Semi-annually in arrears on June 15 and December 15, beginning June 15, 2025. | |
| Coupon: | 5.000% | |
| Benchmark Treasury: | 4.625% UST due May 15, 2054 | |
| Benchmark Treasury Price & Yield: | 111-14 / 3.965% | |
| Spread to Benchmark Treasury: | +108 bps (1.080%) | |
| Yield to Maturity: | 5.045% | |
| Public Offering Price: | 99.288% of principal amount plus accrued interest from the Settlement Date. | |
| Net Proceeds (before expenses) to the Issuer: | $639,684,500 (98.413%) | |
| Day Count Convention: | 30/360 | |
| Optional Redemption Provisions: | The Notes may be redeemed, at the option of the Issuer, prior to June 15, 2054 (which is the date that is six months prior to the maturity date of the Notes), in whole or from time to time in part, at the “make-whole” redemption price.
The Notes may also be redeemed, at the option of the Issuer, at any time on or after June 15, 2054 (which is the date that is six months prior to the maturity date of the Notes), in whole or in part, at 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the redemption date. | |
| Make-Whole Call: | Make whole call at T+ 20 basis points | |
| CUSIP/ISIN: | 049560BB0 / US049560BB05 | |
| Joint Book-Running Managers: | Mizuho Securities USA LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. Truist Securities, Inc. | |
| Sr. Co-Manager: | Regions Securities LLC | |
| Co-Managers: | Academy Securities, Inc. BOK Financial Securities, Inc. Fifth Third Securities, Inc. | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | We expect that delivery of the Notes will be made against payment therefor on or about October 1, 2024, which will be the tenth business day following the date of the pricing of the Notes (such settlement cycle being referred to as “T+10”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally settle in one business day, and purchasers who wish to trade Notes on the date of pricing or any subsequent date that is prior to the business day preceding the date on which we deliver the Notes may be required, by virtue of the fact that the Notes initially settle in T+10, to specify alternate settlement arrangements to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on such dates should consult their advisers. |
Atmos Energy Corporation has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about Atmos Energy Corporation and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Atmos Energy Corporation, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Mizuho Securities USA LLC at 1-866-271-7403 (toll-free), TD Securities (USA) LLC at 1-855-495-9846 (toll-free), or U.S. Bancorp Investments, Inc. at 1-877-558-2607.
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