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
Date of Report (Date of earliest event reported): May 14, 2019
|
Commission File Number |
Name of Registrant, Address of
|
State of Incorporation |
I.R.S. Employer Identification Number |
|||
| 1-16681 |
Spire Inc.
700 Market Street St. Louis, MO 63101 314-342-0500 |
Missouri | 74-2976504 |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $1.00 par value per share | SR | New York Stock Exchange |
| Item 8.01 |
Other Events. |
On May 14, 2019, Spire Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-231443) (the “New Registration Statement”) to replace the Company’s existing shelf registration statement on Form S-3 (File No. 333-182413) (the “Prior Registration Statement”). The Prior Registration Statement terminated upon the effectiveness of the New Registration Statement on May 14, 2019.
On May 14, 2019, in connection with the filing of the New Registration Statement, the Company filed a prospectus supplement (the “New Prospectus Supplement”) to the form of prospectus contained in the New Registration Statement to cover the sale of shares, from time to time, of the Company’s common stock, par value $1.00 per share, having an aggregate gross sales price of up to $150,000,000 (the “Shares”) pursuant to the Company’s previously disclosed Equity Distribution Agreement dated February 6, 2019, as modified by a letter agreement dated the date hereof (the “Letter Agreement”), by and among the Company and RBC Capital Markets, LLC and BofA Securities, Inc., as agents, principals and forward sellers, and Royal Bank of Canada and Bank of America, N.A., as forward purchasers. The New Prospectus Supplement was filed solely to continue the offering of Shares which were previously covered by the Prior Registration Statement. No Shares were sold under the Prior Registration Statement. The Letter Agreement is filed as Exhibit 1.1 and a legal opinion regarding the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
|
Description |
|
| 1.1 | Letter Agreement | |
| 5.1 | Opinion of Mark C. Darrell, Esq. | |
| 23.1 | Consent of Mark C. Darrell, Esq. (included as part of Exhibit 5.1). | |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPIRE INC. | ||||||
| Date: May 14, 2019 | ||||||
| By: | /s/ Steven P. Rasche | |||||
| Steven P. Rasche | ||||||
|
Executive Vice President and Chief Financial Officer |
||||||
Exhibit 1.1
May 14, 2019
Spire Inc.
700 Market Street
St. Louis, Missouri 63101
Attention: Adam Woodard
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement dated February 6, 2019 between Spire Inc., a Missouri corporation, and each of (i) RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ Merrill Lynch ”), as Agents, Principals or Forward Sellers, and (ii) Royal Bank of Canada and Bank of America, N.A., as Forward Purchasers (the “ Equity Distribution Agreement ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement.
As part of our efforts to reorganize our U.S. broker-dealer operations (the “ Reorganization ”), Bank of America Merrill Lynch has established a new legal entity, BofA Securities, Inc. (“ BofA Securities ”), which will become the new home for the institutional services that are currently provided by Merrill Lynch. We expect the Reorganization to be completed on or about the date hereof (such completion date, the “ Transfer Date ”). As of the Transfer Date, (a) Merrill Lynch shall transfer, convey and assign to BofA Securities all of its rights, title and interest in the Equity Distribution Agreement, (b) BofA Securities shall succeed to all rights, liabilities and obligations of Merrill Lynch with respect to the Equity Distribution Agreement, (c) the Equity Distribution Agreement shall no longer be with Merrill Lynch but with BofA Securities, (d) the Company’s obligations under the Equity Distribution Agreement shall be to BofA Securities and not to Merrill Lynch, (e) Merrill Lynch shall no longer have any duties, obligations or liabilities to the Company under the Equity Distribution Agreement, except for any liability that Merrill Lynch may have to the Company with respect to matters arising prior to the Transfer Date, provided that Merrill Lynch may separately agree with BofA Securities to perform certain duties and obligations on behalf of BofA Securities after the Transfer Date and (f) for purposes of Section 10(a)(ii) of the Equity Distribution Agreement, the address for notices shall be to BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: Christine Roemer (email: Christine.Roemer@baml.com), with a copy to ECM Legal.
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This letter agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.
Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter.
| Very truly yours, | ||
| BOFA SECURITIES, INC. | ||
| By: |
/s/ Jason Satsky |
|
| Name: Jason Satsky | ||
| Title: Managing Director | ||
|
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
||
| By: |
/s/ Jason Satsky |
|
| Name: Jason Satsky | ||
| Title: Managing Director | ||
ACCEPTED as of the date first above written
| SPIRE INC. | ||
| By: |
/s/ Adam Woodard |
|
| Name: Adam Woodard | ||
| Title: Treasurer | ||
[Signature Page to Letter Agreement]
ACKNOWLEDGED as of the date first above written
|
BANK OF AMERICA, N.A., as Forward Purchaser under the Equity Distribution Agreement |
||
| By: |
/s/ Jake Mendelsohn |
|
| Name: Jake Mendelsohn | ||
| Title: Managing Director | ||
[Signature Page to Letter Agreement]
Exhibit 5.1
SPIRE INC.
700 Market Street
St. Louis, MO 63101
Mark C. Darrell
Senior Vice President,
Chief Legal and Compliance Officer
May 14, 2019
Spire Inc.
700 Market Street
St. Louis, Missouri 63101
| Re: |
Registration Statement on Form S-3 |
|
File No. 333-231443 |
Ladies and Gentlemen:
I am Senior Vice President, Chief Legal and Compliance Officer of Spire Inc., a Missouri corporation (the “ Company ”), and have served in that capacity in connection with the registration, pursuant to a Registration Statement on Form S-3 (File No. 333-231443) (the “ Registration Statement ”), filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”), of the offering and sale from time to time by the Company of up to $150,000,000 aggregate gross sales price of shares (the “ Shares ”) of the Company’s common stock, par value $1.00 per share (“ Common Stock ”), pursuant to the terms of an equity distribution agreement, dated February 6, 2019 (the “ Distribution Agreement ”), by and among the Company and RBC Capital Markets, LLC and BofA Securities, Inc., as sales agents, and Royal Bank of Canada and Bank of America, N.A., as forward purchasers. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
I have reviewed the Registration Statement and the Distribution Agreement. In addition, I have examined originals or certified copies of the resolutions adopted by the Board of Directors of the Company (the “ Board ”) authorizing the issuance and sale of the Shares (the “ Resolutions ”) and such other corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as I have deemed appropriate for purposes of this letter. I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all copies submitted to me as conformed, certified or reproduced copies. I have also assumed that (i) each Share issued and sold pursuant to the Distribution Agreement shall be at a sale price or prices authorized by the Board or a duly designated committee thereof in accordance with the Resolutions and (ii) upon sale and delivery, valid book-entry notations for the issuance of the Shares in uncertificated form will have been duly made in the share register of the Company . As to various questions of fact relevant to this letter, I have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which I assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that when any of the Shares have been issued and delivered against payment in full of the consideration payable therefor as contemplated by the Distribution Agreement, such Shares will have been duly authorized and validly issued and will be fully paid and non-assessable. The opinions and other matters in this letter are qualified in their entirety and subject to the following:
| A. |
I express no opinion as to the laws of any jurisdiction other than the laws of the State of Missouri. |
| B. |
This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. I undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance. |
I hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and to the use of my name in the Prospectus dated May 14, 2019 and the Prospectus Supplement relating to the offering of the Shares, dated May 14, 2019, in each case forming a part of the Registration Statement and under the caption “Legal Matters”. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
Very truly yours,
/s/ Mark C. Darrell
Mark C. Darrell