UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
March 23, 2009
Date of Report (Date of earliest event reported)
ATMOS ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| TEXAS AND VIRGINIA
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1-10042
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75-1743247 |
| (State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
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| 1800 THREE LINCOLN CENTRE, |
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| 5430 LBJ FREEWAY, DALLAS, TEXAS
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75240 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(972) 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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On March 23, 2009, Atmos Energy Corporation (“Atmos Energy”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Banc of America Securities LLC, Goldman, Sachs & Co., Greenwich
Capital Markets, Inc. and SunTrust Robinson Humphrey, Inc., acting on behalf of themselves
individually and as representatives of the several underwriters named in the Underwriting
Agreement, for the sale by Atmos Energy of $450 million aggregate principal amount of 8.50% senior
notes due 2019, in a public offering pursuant to a registration statement on Form S-3 (File
No. 333-158140) and a related preliminary prospectus supplement and prospectus supplement filed
with the Securities and Exchange Commission.
Atmos Energy expects to receive net proceeds, after the underwriting discount and estimated
offering expenses, of approximately $446 million. The offering of the senior notes is expected to
close on March 26, 2009, subject to customary closing conditions.
The senior notes will be issued pursuant to an indenture to be dated on or about March 26, 2009
(the “Indenture”) between Atmos Energy and U.S. Bank, National Association, as trustee. The notes
will be represented by a global security, a form of which is filed as an exhibit hereto and which
is incorporated herein by reference.
The above description of the Indenture and the Underwriting Agreement is qualified in its entirety
by reference to the form of Indenture and the Underwriting Agreement. The form of Indenture has
been previously filed and the Underwriting Agreement is filed as an exhibit hereto. The form of
Indenture and the Underwriting Agreement are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See Index to Exhibits attached hereto.