- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
March 23 2009 - 5:31PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-158140
Issuer Free Writing Prospectus, dated March 23, 2009
ATMOS ENERGY CORPORATION
8.50% Senior Notes due 2019
This Free Writing Prospectus relates only to the 8.50% Senior Notes due 2019 of Atmos Energy
Corporation and should be read together with the Preliminary Prospectus Supplement dated March 23,
2009 relating to the 8.50% Senior Notes due 2019.
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Issuer:
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Atmos Energy Corporation
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Security Description:
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Senior Unsecured Notes
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Ratings (Moodys/S&P/Fitch):
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Baa3 / BBB+ / BBB+
(Review for Possible
Upgrade/Stable/Stable)
None of these ratings is a
recommendation to buy, sell or hold the
Notes. Each rating is subject to
revision or withdrawal at any time and
should be evaluated independently of any
other rating.
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Principal Amount:
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$450,000,000
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Maturity:
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March 15, 2019
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Settlement:
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March 26, 2009; T+3
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Coupon:
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8.50%, payable in arrears
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Interest Payment Dates:
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March 15 and September 15, commencing
September 15, 2009
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Benchmark Treasury:
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2.75% due February 15, 2019
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Benchmark Treasury Price:
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100-26+
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Benchmark Treasury Yield:
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2.654%
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Spread to Benchmark Treasury:
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587.5 basis points
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Yield to Maturity:
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8.529%
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Initial Price to Public:
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99.813% per Note
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Redemption Provisions:
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The Notes may be redeemed, at the option
of Atmos Energy Corporation, at any
time, in whole or in part, at a
redemption price equal to the greater of
(i) 100% of the principal amount of the
Notes to be redeemed and (ii) the sum of
the present values of the remaining
scheduled payments of principal
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and interest on the Notes to be redeemed
discounted, on a semi-annual basis, at
make-whole call, plus, in each case,
accrued interest to the date of
redemption.
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Make-Whole Call:
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Make whole call at T+ 50 basis points
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Net Proceeds:
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$446,233,500, before expenses and
settlement of the Treasury lock
agreement.
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Pro Forma Ratio of Earnings to
Fixed Charges:
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After giving effect to the issuance of
the notes, the redemption of our 4.00%
Senior Notes due 2009 and the settlement
of the Treasury lock agreement at the
beginning of the periods, the pro forma
ratio of earnings to fixed charges would
have been 3.48 for the three months
ended December 31, 2008 and 2.56 for the
fiscal year ended September 30, 2008.
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CUSIP/ISIN:
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049560 AJ4
US045960AJ40
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Minimum Denominations:
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$2,000 and any integral multiple of
$1,000 in excess thereof.
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Joint Book-Running Managers:
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Banc of America Securities LLC
Goldman, Sachs & Co.
Greenwich Capital Markets, Inc.
SunTrust Robinson Humphrey, Inc.
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Senior Co-Managers:
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BNP PARIBAS
Morgan Stanley
U.S. Bancorp Investments, Inc.
UBS Investment Bank
Wachovia Securities
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Junior Co-Managers:
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CALYON
Comerica Securities
Commerzbank Corporates & Markets
Lloyds TSB Corporate Markets
Mitsubishi UFJ Securities
Natixis Bleichroeder Inc
The Williams Capital Group, L.P.
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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 Web site at www.sec.gov. Alternatively, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Banc of America Securities LLC at 1-800-294-1322, Goldman, Sachs & Co. at 1-866-471-2526, Greenwich
Capital Markets, Inc. at 1-866-884-2071 or SunTrust Robinson Humphrey, Inc. at 1-800-685-4786.
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