8-KMaterial AgreementsExhibits & Filings

ATMOS ENERGY CORP 8-K Report, Material Agreement (Nov 19, 2018)

Filed November 19, 2018For Securities:ATO

Summary

Atmos Energy Corporation (ATO) has entered into a new Equity Distribution Agreement with its Managers and Forward Purchasers, effective November 16, 2018. This agreement allows the company to offer and sell shares of its common stock with an aggregate offering price of up to $500 million. The sales will be conducted through ordinary broker transactions on the New York Stock Exchange at prevailing market prices, or through block transactions as agreed upon. Furthermore, the agreement includes provisions for forward sale agreements, where Atmos Energy may arrange for the sale of its shares by Forward Purchasers. While Atmos Energy does not immediately receive proceeds from these forward sales, it expects to receive them upon future physical settlement. The company retains the flexibility to suspend or terminate sales under this agreement at any time. This filing also notes the termination of a prior ATM offering, with remaining unsold shares from that program.

Key Highlights

  • 1Atmos Energy entered into an Equity Distribution Agreement to sell up to $500 million of its common stock.
  • 2Sales will be conducted through brokers on the NYSE at market prices or in block transactions.
  • 3The agreement allows for the use of forward sale agreements, enabling future cash proceeds upon settlement.
  • 4Atmos Energy has the flexibility to suspend or terminate sales at any time.
  • 5The company has an automatic shelf registration statement on Form S-3 filed on November 13, 2018, covering these shares.
  • 6A previous ATM offering initiated in November 2017 has been terminated.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Atmos Energy Corporation's entry into a new Equity Distribution Agreement, which allows them to offer and sell up to $500 million of their common stock through agents over time. It also details the use of forward sale agreements and the termination of a previous stock offering program.

Atmos Energy will sell its shares through ordinary broker transactions on the New York Stock Exchange at prevailing market prices, or through block transactions as agreed upon with the managers. They can also sell shares directly to a manager as principal.

Forward sale agreements allow Atmos Energy to arrange for the sale of its shares by third-party purchasers (Forward Purchasers). These purchasers typically borrow and sell the shares to hedge their obligation. Atmos Energy expects to receive proceeds from these sales upon future physical settlement of the agreement. However, if Atmos Energy elects to cash settle or net share settle, they may not receive proceeds or could owe cash or shares.

No, Atmos Energy has no obligation to offer or sell any shares under this agreement. They can suspend or terminate the offers and sales at any time, providing significant flexibility.