Item 8.01. Other Events.
On March 23, 2009, Atmos Energy Corporation ("Atmos Energy") entered into an underwriting agreement (the "Underwriting Agreement") with Banc of America Securities LLC, Goldman, Sachs & Co., Greenwich Capital Markets, Inc. and SunTrust Robinson Humphrey, Inc., acting on behalf of themselves individually and as representatives of the several underwriters named in the Underwriting Agreement, for the sale by Atmos Energy of $450 million aggregate principal amount of 8.50% senior notes due 2019, in a public offering pursuant to a registration statement on Form S-3 (File No. 333-158140) and a related preliminary prospectus supplement and prospectus supplement filed with the Securities and Exchange Commission.
Atmos Energy expects to receive net proceeds, after the underwriting discount and estimated offering expenses, of approximately $446 million. The offering of the senior notes is expected to close on March 26, 2009, subject to customary closing conditions.
The senior notes will be issued pursuant to an indenture to be dated on or about March 26, 2009 (the "Indenture") between Atmos Energy and U.S. Bank, National Association, as trustee. The notes will be represented by a global security, a form of which is filed as an exhibit hereto and which is incorporated herein by reference.
The above description of the Indenture and the Underwriting Agreement is qualified in its entirety by reference to the form of Indenture and the Underwriting Agreement. The form of Indenture has been previously filed and the Underwriting Agreement is filed as an exhibit hereto. The form of Indenture and the Underwriting Agreement are incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits See Index to Exhibits attached hereto.

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