Atmos Energy Corp. Signs Material Definitive Agreement

TL;DR

Atmos Energy just signed a big deal, details TBD.

AI Summary

Atmos Energy Corp. entered into a material definitive agreement on December 3, 2024. The filing does not disclose specific details of the agreement, such as parties involved or financial terms, but indicates it is a significant event for the company.

Why It Matters

This filing indicates a significant new contract or partnership for Atmos Energy, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Numbers

• 1-10042 — Commission File Number (Identifies Atmos Energy's SEC filings.)
• 75-1743247 — I.R.S. Employer Identification No. (Tax identification number for Atmos Energy.)

Key Players & Entities

• ATMOS ENERGY CORP (company) — Registrant
• Texas (location) — State of Incorporation
• Virginia (location) — State of Incorporation
• December 3, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $1,700,000,000 — ng an aggregate offering price of up to $1,700,000,000 (including shares of common stock that
• $1,000,000,000 — the completion of sales under its prior $1,000,000,000 at-the-market program and equity distri

Filing Documents

• d817932d8k.htm (8-K) — 33KB
• d817932dex11.htm (EX-1.1) — 236KB
• d817932dex12.htm (EX-1.2) — 192KB
• d817932dex51.htm (EX-5.1) — 8KB
• d817932dex52.htm (EX-5.2) — 17KB
• g817932g1119223427199.jpg (GRAPHIC) — 3KB
• g817932g1119223441336.jpg (GRAPHIC) — 4KB
• 0001193125-24-269563.txt ( ) — 752KB
• ato-20241203.xsd (EX-101.SCH) — 3KB
• ato-20241203_def.xml (EX-101.DEF) — 13KB
• ato-20241203_lab.xml (EX-101.LAB) — 21KB
• ato-20241203_pre.xml (EX-101.PRE) — 14KB
• d817932d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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 December 3, 2024 Date of Report (Date of earliest event reported) ATMOS ENERGY CORP ORATION (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) Title of each class Trading Symbol Name of each exchange on which registered Common stock No Par Value ATO New York Stock Exchange 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)) 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. Item1.01. Entry into a Material Definitive Agreement. On December 3, 2024, Atmos Energy Corporation ("Atmos Energy") entered into an equity distribution agreement (the "Equity Distribution Agreement") with the Managers (the "Managers") and Forward Purchasers (the "Forward Purchasers") named in Schedule A thereto and with respect to the offering and sale from time to time through the Managers, as Atmos Energy's sales agents, of shares of Atmos Energy's common stock, no par value, having an aggregate offering price of up to $1,700,000,000 (including shares of common stock that may be sold pursuant to the forward sale agreements described below, the "Shares"). The entry into the Equity Distribution Agreement follows the completion of sales under its prior $1,000,000,000 at-the-market program and equity distribution agreement, dated May 8, 2024. Sales of the Shares, if any, will be made by means of ordinary brokers' transactions through the facilities of the New York Stock Exchange at market prices, in block transactions or as otherwise agreed between Atmos Energy and the Managers. Under the terms of the Agreement, Atmos Energy may also sell Shares from time to time to a Manager as principal for its own account at a price to be agreed upon at the time of sale. The Agreement provides that each Manager, when it is acting as Atmos Energy's sales agent, will be entitled to a commission of 1.00% of the gross offering proceeds of the Shares sold through such Manager. Atmos Energy has no obligation to offer or sell any Shares under the Agreement, and may at any time suspend offers and sales under the Agreement. The Equity Distribution Agreement provides that, in addition to the issuance and sale of shares by Atmos Energy to or through the Managers, Atmos Energy may enter into forward sale agreements under the master forward sale confirmations (the "Master Forward Sale Confirmations") dated December 3, 2024, between Atmos Energy and each Forward Purchaser and the related supplemental confirmations to be entered into between Atmos Energy and the relevant Forward Purchaser. In connection with each such forward sale agreement, the relevant Forward Purchaser will, at Atmos Energy's request, borrow from third parties and, through the relevant Manager, sell a number of Shares equal to the number of Shares underlying the particular forward sale agreement to hedge the forward sale agreement (each such Manager, when acting as agent for a Forward Purchaser, a "Forward Seller"). Atmos Energy intends to use the net proceeds received upon the issuance and sale of shares of its common stock to fund capital spending primarily to enhance the safety and reliability of its system and for general corporate purposes. Atmos Energy will not initially receive any proceeds from the sale of borrowed shares of Atmos Energy's common stock by a Forward Seller. Atmos Energy expects to receive proceeds from the sale of Shares by a Forward Seller upon future physical settlement of the relevant forw

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View this 8-K filing on SEC EDGAR