ATO Atmos Energy Corp

Item 8.01. Other Events.

On June 5, 2017, Atmos Energy Corporation (“Atmos Energy”) entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, 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 3.000% Senior Notes due 2027 (the “2027 Notes”), with a yield to maturity of 3.032% and an effective yield to maturity of 3.115%, after giving effect to related fees and original issuance discount; and $250 million aggregate principal amount of its 4.125% Senior Notes due 2044 (the “new 2044 Notes”), with a re-offer yield of 3.889% and an effective yield to maturity of 4.394%, after giving effect to related fees and the settlement of interest rate swaps (together with the 2027 Notes, the “Notes”). The new 2044 Notes constitute an additional issuance by Atmos Energy of the $500 million aggregate principal amount of the 4.125% Senior Notes due 2044 previously issued by Atmos Energy on October 15, 2014. 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. 333-210424) of Atmos Energy (the “Registration Statement”) and the prospectus supplement dated June 5, 2017, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 7, 2017. 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, of approximately $752 million. The Offering is expected to close on or about June 8, 2017, 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 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 8, 2017 and delivered to the Trustee pursuant to Section 301 of the Indenture. The 2027 Notes and the new 2044 Notes will each be represented by a global security, forms of which are filed as exhibits hereto. The form of Officers’ Certificate and the Underwriting Agreement are each also filed as an exhibit hereto.