8-K/AOther Events

ATMOS ENERGY CORP 8-K/A Report (Dec 18, 2002)

Filed December 18, 2002For Securities:ATO

Summary

This 8-K/A filing by Atmos Energy Corporation (ATO) on December 18, 2002, serves as an amendment to a previous report and details the completion of its acquisition of Mississippi Valley Gas Company (MVG) through a merger that occurred on December 3, 2002. The acquisition significantly expands Atmos Energy's operational footprint by integrating MVG's regulated natural gas sales and distribution business in Mississippi, along with its water, wastewater, and unregulated natural gas-related businesses. For investors, this transaction represents a material expansion of the company's asset base and geographic reach. The total consideration for the acquisition was approximately $149.3 million in merger consideration, split equally between cash and ATO common stock, plus the assumption of $45 million in MVG long-term debt and $12.8 million in short-term debt, along with associated penalties and interest. The financing for the cash portion was primarily secured through a bridge credit facility. Regulatory approvals from seven states and federal agencies were secured prior to closing, indicating a smooth integration path from a regulatory perspective.

Key Highlights

  • 1Atmos Energy Corporation completed the acquisition of Mississippi Valley Gas Company (MVG) via merger on December 3, 2002.
  • 2The acquisition expands Atmos Energy's operations into Mississippi, integrating MVG's regulated natural gas business.
  • 3Total consideration for the acquisition was approximately $149.3 million in merger consideration (50% cash, 50% ATO common stock).
  • 4Atmos Energy also assumed $45 million in MVG long-term debt and $12.8 million in short-term debt, plus related costs.
  • 5The cash portion of the acquisition was financed primarily through a $147 million Bridge Credit Agreement.
  • 6The transaction received necessary regulatory approvals from seven states and federal authorities (FTC, DOJ).
  • 7MVG's assets and operations will be integrated as the Mississippi Valley Gas Company Division of Atmos Energy.

Frequently Asked Questions

The total consideration for the acquisition was approximately $149.3 million in merger consideration, paid equally in cash and Atmos Energy common stock. Additionally, Atmos Energy assumed $45 million in MVG long-term debt and $12.8 million in short-term debt, along with approximately $14 million in related prepayment penalties and accrued interest.

The cash portion of the acquisition was primarily financed through a $147 million borrowing under a Bridge Credit Agreement entered into with Bank One, N.A., and other lenders on October 7, 2002.

Atmos Energy acquired all assets of Mississippi Valley Gas Company, including its regulated natural gas sales and distribution business in Mississippi, as well as the assets of its three subsidiaries involved in regulated water sales and distribution, regulated wastewater treatment, and unregulated natural gas sales and distribution-related businesses.

Yes, the Former MVG Shareholders are subject to a Standstill Agreement for five years. This agreement restricts them from acquiring more than 4.95% of Atmos Energy's voting securities or selling more than 1% to any single party if that party would then hold more than 9.9% of the voting securities, with some exceptions.