8-KMaterial AgreementsExhibits & Filings

ATMOS ENERGY CORP 8-K Report, Material Agreement (Dec 12, 2006)

Filed December 12, 2006For Securities:ATO

Summary

This 8-K filing reports on Atmos Energy Corporation's (ATO) material definitive agreement related to the issuance and sale of its common stock. On December 7, 2006, the Company entered into an Underwriting Agreement with several major financial institutions acting as underwriters. This agreement details the sale of 5,500,000 shares of common stock, with an option for underwriters to purchase an additional 825,000 shares. The underwriters exercised their option in full on December 8, 2006, indicating strong demand for the offering. The filing also includes customary legal opinions and consents from Gibson, Dunn & Crutcher LLP and Hunton & Williams LLP, as well as the underwriting agreement itself as an exhibit. This transaction represents a significant capital-raising event for Atmos Energy.

Key Highlights

  • 1Atmos Energy Corporation entered into a material definitive agreement for the sale of common stock on December 7, 2006.
  • 2The Underwriting Agreement involved Lehman Brothers Inc. and Goldman, Sachs & Co. as lead representatives for a syndicate of underwriters.
  • 3The Company agreed to sell 5,500,000 shares of its common stock.
  • 4Underwriters had an option to purchase an additional 825,000 shares, which they exercised in full on December 8, 2006.
  • 5The offering was conducted under an effective shelf registration statement.
  • 6The underwriting agreement contains standard terms, conditions, representations, warranties, and termination provisions.
  • 7Key legal opinions and consents from external counsel are included as exhibits.

Frequently Asked Questions

The primary purpose of this filing (8-K) was to report Atmos Energy Corporation's entry into a material definitive agreement, specifically an Underwriting Agreement, for the sale of its common stock.

Atmos Energy agreed to sell 5,500,000 shares of common stock. Additionally, the underwriters exercised their option to purchase an additional 825,000 shares, bringing the total shares sold to 6,325,000.

The Underwriting Agreement was made with Lehman Brothers Inc. and Goldman, Sachs & Co., acting as representatives for a syndicate of underwriters including Banc of America Securities LLC, J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Capital Markets, Inc., and Wachovia Capital Markets LLC.

A shelf registration statement allows a company to pre-register securities with the SEC that it plans to offer and sell in the future. This filing indicates that Atmos Energy had already registered these shares, allowing for a quicker and more efficient sale process when market conditions were favorable.