8-K/AOther Events

ATMOS ENERGY CORP 8-K/A Report (Jul 2, 2004)

Filed July 2, 2004For Securities:ATO

Summary

Atmos Energy Corporation (ATO) announced a significant strategic move through a definitive agreement to acquire substantially all of the operations of TXU Gas Company, a subsidiary of TXU Corp. The cash purchase price for this acquisition is set at $1.925 billion, with potential adjustments based on working capital at closing. This transaction, expected to close by December 31, 2004, does not involve assuming any of TXU Gas's outstanding debt, thereby simplifying the capital structure for the acquired assets. To finance this substantial acquisition, Atmos Energy has secured a commitment for a 364-day senior unsecured credit facility from Merrill Lynch & Co. affiliates, which can be used to directly fund the purchase or backstop commercial paper issuance. The company has also publicly disclosed this development via a news release and a meeting with securities analysts, including a live webcast, providing transparency to investors regarding this transformative event.

Key Highlights

  • 1Atmos Energy to acquire substantially all operations of TXU Gas Company for $1.925 billion cash.
  • 2Purchase price subject to adjustment based on TXU Gas's working capital at closing (approximately $121 million target).
  • 3Atmos Energy will not assume any of TXU Gas's outstanding debt.
  • 4Acquisition expected to close by December 31, 2004, subject to customary conditions and regulatory approvals.
  • 5Financing for the acquisition is backed by a commitment for a 364-day senior unsecured credit facility from Merrill Lynch & Co. affiliates.
  • 6The transaction was announced via a news release on June 17, 2004, and discussed with securities analysts.
  • 7Details of the acquisition were made available through a webcast and presentation slides on the company's website.

Frequently Asked Questions

This 8-K filing announces Atmos Energy Corporation's definitive agreement to acquire substantially all of the operations of TXU Gas Company. It also provides details on the purchase price, financing arrangements, and the expected closing timeline.

Atmos Energy has secured a commitment for a 364-day senior unsecured credit facility from affiliates of Merrill Lynch & Co. This facility is intended to finance the acquisition directly or to backstop the issuance of commercial paper for financing purposes.

The acquisition involves a cash purchase price of $1.925 billion, with potential adjustments based on working capital. Importantly, Atmos Energy is not assuming any of TXU Gas's outstanding debt, which should simplify the combined entity's capital structure.

Atmos Energy anticipates the closing of the acquisition to occur by December 31, 2004, contingent upon the satisfaction of customary closing conditions and obtaining necessary regulatory approvals.