[8-K] Atmos Energy Corporation Reports Material Event

Rhea-AI Filing Summary

Atmos Energy (NYSE: ATO) filed a Form 8-K announcing a $500 million underwritten offering of 5.200% senior notes due 2035.

The underwriting agreement was executed on June 16, 2025 with Credit Agricole Securities, J.P. Morgan Securities and U.S. Bancorp Investments as joint book-runners. Atmos expects $493.5 million in net proceeds after underwriting discounts and expenses. The notes, issued under the 2009 indenture and represented by a global security, are scheduled to close on or about June 26, 2025.

The transaction extends the company’s debt-maturity profile and secures a fixed coupon, but will add roughly $26 million in annual interest expense. Exhibits include the underwriting agreement, officers’ certificate, global security and related legal opinions.

Positive

• $493.5 million net proceeds strengthen liquidity and fund corporate purposes
• Fixed 5.200% coupon locks in cost of debt through 2035, extending maturity ladder

Negative

• Adds $500 million to long-term debt, increasing annual interest expense by approximately $26 million
• Filing does not specify use of proceeds, leaving leverage benefit uncertain

Insights

Fixed Income Analyst

TL;DR: $500m 5.2% notes fortify liquidity, extend tenor; leverage uptick modest; impact neutral until capital allocation clarified.

The company is tapping the bond market for $500 million at a 5.200% coupon, locking in funding for ten years. Net proceeds of $493.5 million suggest a tight 1.3% underwriting fee, consistent with investment-grade issuance. The structure under the 2009 indenture and single global security is standard, indicating no exotic features such as call spreads or variable coupons. While the raise improves near-term liquidity and smooths the maturity ladder, it lifts annual interest by roughly $26 million and raises total debt. Because the filing omits a use-of-proceeds section, investors cannot yet judge whether leverage will finance growth capex, refinance higher-cost debt, or simply bolster the balance sheet. On balance, absent explicit strategic deployment, I view the credit impact as neutral.

Corporate Finance Analyst

TL;DR: Long-term debt fixes cost of capital, optionality for investments; positive if proceeds fund regulated growth.

Management has secured ten-year money at 5.2%, a rate that appears reasonable for a BBB utility name, giving predictable financing costs through 2035. Assuming proceeds are directed toward rate-base expansion or infrastructure safety programs, the incremental interest burden could be recoverable through regulated returns, potentially earning a spread above the coupon. The swift closing timeline (June 26) and blue-chip underwriter syndicate signal strong market demand. Importantly, no equity dilution accompanies the raise, preserving EPS. While leverage inches higher, utilities typically operate with elevated debt, and fixed-rate funding mitigates refinancing risk. Provided the funds back accretive capex, the transaction should be mildly positive for shareholders.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 16, 2025

Date of Report (Date of earliest event reported)

ATMOS ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Texas AND Virginia		1-10042		75-1743247
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1800 THREE LINCOLN CENTRE, 5430 LBJ FREEWAY, DALLAS, Texas		75240
(Address of Principal Executive Offices)		(Zip Code)

(972) 934-9227

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock No Par Value		ATO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On June 16, 2025 Atmos Energy Corporation (“Atmos Energy”) entered into an underwriting agreement (the “Underwriting Agreement”) with Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named in Schedule I thereto, with respect to the offering and sale in an underwritten public offering (the “Offering”) by Atmos Energy of $500 million aggregate principal amount of its 5.200% Senior Notes due 2035 (the “Notes”). The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-283563) of Atmos Energy (the “Registration Statement”) and the prospectus supplement dated June 16, 2025, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 18, 2025. Legal opinions related to the Registration Statement are also filed herewith as Exhibits 5.1 and 5.2.

Atmos Energy expects to receive net proceeds, after the underwriting discount and estimated offering expenses payable by it, of approximately $493.5 million. The Offering is expected to close on or about June 26, 2025, subject to customary closing conditions.

The Notes will be issued pursuant to an indenture dated March 26, 2009 (the “Indenture”) between Atmos Energy and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), to be modified by an Officers’ Certificate setting forth the terms of the Notes (the “Officers’ Certificate”), to be dated June 26, 2025 and delivered to the Trustee pursuant to Section 301 of the Indenture. The Notes will be represented by a global security, a form of which is filed as an exhibit hereto. The form of the Officers’ Certificate and the Underwriting Agreement are each also filed as an exhibit hereto.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number		Description
1.1		Underwriting Agreement dated as of June 16, 2025
4.1		Form of Officers’ Certificate, to be dated June 26, 2025
4.2		Form of Global Security for 5.200% Senior Notes due 2035
5.1		Opinion of Gibson, Dunn & Crutcher LLP
5.2		Opinion of Hunton Andrews Kurth LLP
23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
23.2		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2)
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						ATMOS ENERGY CORPORATION
						(Registrant)
DATE: June 26, 2025						By:		/s/ Daniel Meziere
								Daniel M. Meziere
								Vice President of Investor Relations and Treasurer

FAQ

Why did Atmos Energy (ATO) file an 8-K on June 26, 2025?

To disclose its entry into an underwriting agreement for a $500 million offering of 5.200% senior notes due 2035.

How much net cash will ATO receive from the 5.200% senior notes?

Atmos Energy expects $493.5 million in net proceeds after underwriting discounts and offering expenses.

What are the key terms of Atmos Energy's new senior notes?

The notes carry a 5.200% fixed coupon, mature on June 26, 2035, and will be issued under the 2009 indenture.

When is the debt offering expected to close?

The offering is scheduled to close on or about June 26, 2025, subject to customary conditions.

Which banks are underwriting the Atmos Energy bond issue?

Credit Agricole Securities, J.P. Morgan Securities, and U.S. Bancorp Investments are the joint book-running managers.

How will the new notes affect ATO's interest expense?

At 5.200% on $500 million, the notes add roughly $26 million in annual interest obligations.