Current Report Filing (8-k)
November 14 2017 - 5:18PM
Edgar (US Regulatory)
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
November 14, 2017
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
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1800 THREE LINCOLN CENTRE,
5430 LBJ FREEWAY, DALLAS, TEXAS
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75240
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(Address of Principal Executive Offices)
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(Zip Code)
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(972)
934-9227
(Registrants 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))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 14, 2017, Atmos Energy Corporation
(Atmos Energy) entered into an equity distribution agreement (the Equity Distribution Agreement) with Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. LLC, and J.P. Morgan Securities LLC (the Managers) with respect to the offering and sale from time to time through the Managers, as Atmos Energys sales agents, of shares of Atmos Energys common stock, no par value, having
an aggregate offering price of up to $500,000,000 (the Shares). Sales of the Shares, if any, will be made by means of ordinary brokers transactions through the facilities of the New York Stock Exchange at market prices, in
block transactions or as otherwise agreed between Atmos Energy and the Managers. Under the terms of the Agreement, Atmos Energy may also sell Shares from time to time to a Manager as principal for its own account at a price to be agreed upon at the
time of sale. The Agreement provides that each Manager, when it is acting as Atmos Energys sales agent, will be entitled to a commission of 1.0% of the gross offering proceeds of the Shares sold through such Manager. Atmos Energy has no
obligation to offer or sell any Shares under the Agreement, and may at any time suspend offers and sales under the Agreement.
The Shares will be issued
pursuant to Atmos Energys automatic shelf registration statement on
Form S-3
filed with the Securities and Exchange Commission on March 28, 2016 (Registration
No. 333-210424).
The Managers and their respective affiliates are full service financial institutions
engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary
course of business, certain of the Managers or their respective affiliates have provided and may in the future provide commercial, financial advisory or investment banking services for Atmos Energy and its subsidiaries for which they have received
or will receive customary compensation. For example, affiliates of certain of the Managers are lenders under Atmos Energys revolving credit facilities and dealers under Atmos Energys commercial paper program. To the extent Atmos Energy
uses the proceeds from the offering to repay any indebtedness under its revolving credit facilities or commercial paper program, such affiliates of certain Managers will receive a portion of the proceeds from the offering.
The summary of the Equity Distribution Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Equity
Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K,
and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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1.1
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Equity Distribution Agreement, dated as of November 14, 2017, among Atmos Energy Corporation, Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Morgan Stanley & Co. LLC, and J.P. Morgan Securities LLC.
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP.
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5.2
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Opinion of Hunton & Williams LLP.
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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23.2
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Consent of Hunton & Williams LLP (included in Exhibit 5.2).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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ATMOS ENERGY CORPORATION
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(Registrant)
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DATE: November 14, 2017
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By:
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/s/ KAREN E. HARTSFIELD
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Karen E. Hartsfield
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Senior Vice President, General Counsel
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and Corporate Secretary
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