8-KMaterial AgreementsExhibits & Filings

ATMOS ENERGY CORP 8-K Report, Material Agreement (Nov 14, 2017)

Filed November 14, 2017For Securities:ATO

Summary

Atmos Energy Corporation (ATO) announced on November 14, 2017, its entry into an Equity Distribution Agreement with several major financial institutions, acting as sales agents. This agreement allows Atmos Energy to offer and sell shares of its common stock, with an aggregate offering price of up to $500 million, over time through these agents. Sales are expected to occur through ordinary brokers' transactions on the New York Stock Exchange at prevailing market prices, or potentially in block transactions. The company has the flexibility to sell shares as needed, at market prices, and can also sell shares directly to a manager as principal. This offering is made under a previously filed automatic shelf registration statement, indicating proactive capital-raising capabilities. Investors should note that the company is not obligated to sell any shares and can suspend the program at any time, suggesting this is a flexible, opportunistic financing tool rather than a committed sale.

Key Highlights

  • 1Atmos Energy entered into an Equity Distribution Agreement on November 14, 2017, allowing for the potential sale of up to $500 million in common stock.
  • 2The agreement establishes relationships with multiple managers, including Goldman Sachs, Merrill Lynch, Morgan Stanley, and J.P. Morgan, as sales agents.
  • 3Shares will be sold through brokers on the NYSE at market prices, offering flexibility in timing and execution.
  • 4The company can suspend sales at any time, indicating this is an opportunistic financing mechanism.
  • 5The offering is made under a pre-existing automatic shelf registration statement (Form S-3), streamlining the process.
  • 6The company has no obligation to sell any shares under this agreement.
  • 7Commissions for sales agents are set at 1.0% of gross offering proceeds.

Frequently Asked Questions

The Equity Distribution Agreement allows Atmos Energy to opportunistically raise capital by selling shares of its common stock up to an aggregate offering price of $500 million. This provides the company with financial flexibility to fund its operations or other corporate needs as they arise.

The agreement allows for the sale of shares with an aggregate offering price of up to $500 million. The exact number of shares to be sold will depend on the market price of the common stock at the time of sale and the company's decision to sell. Atmos Energy is not obligated to sell any shares and can suspend sales at any time.

Shares will generally be sold through ordinary brokers' transactions on the New York Stock Exchange at prevailing market prices. The agreement also allows for block transactions or sales directly to a manager as principal at an agreed-upon price. The company can also suspend offers and sales at any time.

Yes, affiliates of the managers involved in the equity distribution may also provide commercial, financial advisory, or investment banking services to Atmos Energy and its subsidiaries. Some affiliates are also lenders under Atmos Energy's revolving credit facilities and dealers under its commercial paper program. If proceeds from the offering are used to repay this debt, those affiliates will receive a portion of the proceeds.