Atmos Energy Corporation (NYSE: ATO) announced today that it has priced
its public offering of 7,008,087 shares of its common stock at a public
offering price of $92.75 per share. Of the 7,008,087 shares of Atmos
Energy common stock being offered, Atmos Energy is selling 5,390,836
shares to the underwriters in the offering, and the forward
counterparties (as defined below) are borrowing and selling to such
underwriters 1,617,251 shares in connection with the forward sale
agreements described below. In conjunction with the offering, Atmos
Energy has granted to the underwriters an option to purchase up to
1,051,213 additional shares of Atmos Energy’s common stock. If such
option is exercised, Atmos Energy may, in its sole discretion, enter
into additional forward sale agreements with the forward counterparties
with respect to such additional shares, and Atmos Energy currently
expects that, if such option is exercised, it will do so.
Goldman Sachs & Co. LLC, BofA Merrill Lynch, and Wells Fargo Securities
are acting as underwriters for the offering and propose to offer the
shares of common stock from time to time for sale in one or more
transactions on the New York Stock Exchange, in the over-the-counter
market, through negotiated transactions or otherwise at market prices
prevailing at the time of sale, at prices related to prevailing market
prices or at negotiated prices.
In connection with the offering, Atmos Energy has entered into forward
sale agreements with each of Goldman Sachs & Co. LLC and Bank of America
N.A., referred to in such capacity as the forward counterparties,
pursuant to which Atmos Energy has agreed to sell to the forward
counterparties or their respective affiliates (subject to its right to
elect net share or cash settlement of such forward sale agreement)
1,617,251 shares of Atmos Energy's common stock, at a price per share
equal to the public offering price of Atmos Energy's shares of common
stock in this offering, less the underwriting discounts and commissions
and subject to certain adjustments.
Atmos Energy intends to use the net proceeds from this offering,
together with any net proceeds received upon the settlement of the
forward sale agreements, to repay short-term debt under its commercial
paper program, to fund capital spending primarily to enhance the safety
and reliability of its system and for general corporate purposes. Atmos
Energy believes that this offering will cover its anticipated equity
capital raising needs for fiscal 2019.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction to
any person to whom it is unlawful to make an offer, solicitation or sale
in such jurisdiction. The public offering is being made pursuant to an
effective shelf registration statement that has been filed with the
Securities and Exchange Commission, or SEC. A final prospectus
supplement related to the offering will be filed with the SEC and will
be available on the SEC’s website at http://www.sec.gov.
In addition, copies of the prospectus and prospectus supplement relating
to the shares of common stock offered in the offering may be obtained by
contacting any of the following underwriters:
Goldman Sachs & Co. LLC
Attention: Prospectus Department
200
West Street
New York, NY 10282
Telephone: 1-866-471-2526
Email:
prospectus-ny@ny.email.gs.com
BofA Merrill Lynch
Attention: Prospectus Department
NC1-004-03-43
200
North College Street
3rd Floor
Charlotte, North
Carolina 28255-0001
Telephone: 1-800-294-1322
Email: dg.prospectus_requests@baml.com
Wells Fargo Securities
Attention: Equity Syndicate Department
375
Park Avenue
New York, NY 10152
Telephone: (800) 326-5897
Email:
cmclientsupport@wellsfargo.com
Forward-Looking Statements
The matters discussed in this news release may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. All
statements other than statements of historical fact included in this
news release are forward-looking statements made in good faith by the
company and are intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995.
When used in this news release or in any of the company's other
documents or oral presentations, the words “anticipate,” “believe,”
“estimate,” “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,”
“projection,” “seek,” “strategy” or similar words are intended to
identify forward-looking statements. Such forward-looking statements are
subject to risks and uncertainties that could cause actual results to
differ materially from those discussed in this news release, including
the risks and uncertainties relating to regulatory trends and decisions,
the company's ability to continue to access the credit and capital
markets and the other factors discussed in the company's reports filed
with the Securities and Exchange Commission. These factors include the
risks and uncertainties discussed in Item 1A of the company's Annual
Report on Form 10-K for the fiscal year ended September 30, 2018 and in
subsequent filings with the Securities and Exchange Commission. Although
the company believes these forward-looking statements to be reasonable,
there can be no assurance that they will approximate actual experience
or that the expectations derived from them will be realized. The company
undertakes no obligation to update or revise forward-looking statements,
whether as a result of new information, future events or otherwise.
About Atmos Energy
Atmos Energy Corporation, headquartered in Dallas, is the country's
largest fully-regulated, natural-gas-only distributor, serving over
three million natural gas distribution customers in over 1,400
communities in eight states from the Blue Ridge Mountains in the East to
the Rocky Mountains in the West. Atmos Energy also manages company-owned
natural gas pipeline and storage assets, including one of the largest
intrastate natural gas pipeline systems in Texas.
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