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 9, 2022
Commission File Number |
Name of Registrant, Address of Principal, |
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)) |
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, par value $1.00 per share | SR | New York Stock Exchange LLC | ||
SR.PRA | New York Stock Exchange LLC |
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. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
As previously reported, Spire Inc. (the “Company”) is a party to the equity distribution agreement, dated as of February 6, 2019 (the “Initial Equity Distribution Agreement”), as modified by a letter agreement dated as of May 14, 2019 (the “First Letter Agreement”), between the Company and each of RBC Capital Markets, LLC and BofA Securities, Inc., as agents, principals and forward sellers (collectively, the “Existing Managers”), and Royal Bank of Canada and Bank of America, N.A., as forward purchasers (the “Existing Forward Purchasers”), pursuant to which the Company may offer and sell shares of its common stock (“Common Stock”) having an aggregate offering price of up to $150,000,000 from time to time through, at the Company’s discretion, any of the Existing Managers as its sales agents or, if applicable, as forward sellers or acting as principals, of which $71.3 million had been issued as of May 8, 2022.
On May 9, 2022, the Company entered into a letter agreement dated as of such date (the “Second Letter Agreement”) further modifying the Initial Equity Distribution Agreement (as modified by the First Letter Agreement and the Second Letter Agreement, the “Modified Equity Distribution Agreement”) with each of (i) the Existing Managers, Morgan Stanley & Co. LLC (“Morgan Stanley”) and TD Securities (USA) LLC, as agents, principals and forward sellers (collectively, the “Managers”), and (ii) the Existing Forward Purchasers, Morgan Stanley and The Toronto-Dominion Bank, as forward purchasers (collectively, the “Forward Purchasers”). In addition to adding the new Managers and Forward Purchasers, the aggregate offering price of shares of Common Stock available for offer and sale by the Company from time to time on or after the date hereof under the Modified Equity Distribution Agreement has been reset to $200,000,000.
The above summary is qualified in its entirety by reference to (i) the Second Letter Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference and (ii) the Initial Equity Distribution Agreement and the First Letter Agreement filed as exhibits to the Registration Statement (as defined below).
The shares of Common Stock to be sold under the Modified Equity Distribution Agreement will be issued pursuant to an effective shelf registration statement (Registration No. 333-264799) (the “Registration Statement”), including the prospectus contained therein, as supplemented by a prospectus supplement, dated May 9, 2022, in each case filed on May 9, 2022 with the Securities and Exchange Commission under the Securities Act of 1933.
The Managers and the Forward Purchasers and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for the Company from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit |
Description | |
1.1 | Second Letter Agreement | |
5.1 | Opinion of Mark C. Darrell, Esq. | |
23.1 | Consent of Mark C. Darrell, Esq. (included in Exhibit 5.1) | |
104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities 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 9, 2022 |
||||||
By: |
/s/ Steven P. Rasche | |||||
Steven P. Rasche | ||||||
Executive Vice President and Chief Financial Officer |
Exhibit 1.1
Execution Version
SPIRE INC.
Common Stock, Par Value $1.00 Per Share
Having an Aggregate Offering Price of up to $271,300,000
EQUITY DISTRIBUTION AGREEMENT
May 9, 2022
RBC Capital Markets, LLC 200 Vesey Street. 8th Floor New York, New York 10281 |
Royal Bank of Canada c/o RBC Capital Markets, LLC 200 Vesey Street, 8th Floor New York, New York 10281 | |
BofA Securities, Inc. One Bryant Park New York, New York 10036 |
Bank of America, N.A. c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 | |
Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 |
Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 | |
TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 |
The Toronto-Dominion Bank c/o TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 | |
As Managers or Forward Sellers |
As Forward Purchasers |
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement dated February 6, 2019, as modified by a letter agreement dated May 14, 2019, between Spire Inc., a Missouri corporation (the Company), and each of (i) RBC Capital Markets, LLC (RBCCM) and BofA Securities, Inc. (BofA Securities and, together with RBCCM and the Forward Purchasers referred to in clause (ii) below, the Existing Manager Parties), as Manager or Forward Seller, and (ii) Royal Bank of Canada and Bank of America, N.A., each as a Forward Purchaser (the Equity Distribution Agreement). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement.
1. Maximum Amount
(a) The aggregate gross sales price of Shares to be sold pursuant to the Equity Distribution Agreement (exclusive of, for the avoidance of doubt, any Confirmation Shares) shall not exceed the Maximum Amount, which, prior to the date hereof, was $150,000,000. As contemplated by Sections 3(k), 4(w) and 4(x) of the Equity Distribution Agreement, the Company hereby notifies each of the Manager Parties that:
(i) on April 28, 2022, the Companys Board of Directors authorized Shares having an aggregate gross sales price of $200,000,000 to be sold under the Equity Distribution Agreement (without taking into account Shares sold pursuant to the Equity Distribution Agreement prior to the date hereof) for the period commencing on the date hereof and expiring on the earlier to occur of (A) the date on which such Shares having such aggregate gross sales price have been issued and sold and (B) the third anniversary of the date hereof;
(ii) at the date hereof, Shares having an aggregate gross sales price of $78,700,000 remain unsold under the Equity Distribution Agreement; and
(iii) because the third anniversary of the effectiveness of the Registration Statement is May 14, 2022, the Company has determined to prepare and file, and on the date hereof has filed, with the Commission in accordance with the Securities Act and in form and substance satisfactory to each of the Manager Parties, (A) a new registration statement (Registration No. 333-264799) on Form S-3, which became effective upon its filing, to permit the offering and sale of Shares to continue as contemplated by the Equity Distribution Agreement and (B) a new supplement to the prospectus filed as part of such new registration statement pursuant to the applicable paragraph of Rule 424(b) under the Securities Act.
(b) The Company desires to increase the Maximum Amount for purposes of the Equity Distribution Agreement to $271,300,000 (which consists of (i) Shares having an aggregate gross sales price of $71,300,000 that were issued and sold prior to the date hereof and (ii) Shares having an aggregate gross sales price of $200,000,000 that may be issued and sold on or after the date hereof), and each of the Manager Parties (as defined in paragraph 2(a) below) agree with the Company to so increase the Maximum Amount accordingly.
2. Additional Manager Parties
(a) Each of the Existing Manager Parties under the Equity Distribution Agreement, as Manager, Forward Seller and Forward Purchaser, as the case may be, thereunder, will continue to serve in such capacities after the date hereof in accordance with the terms of the Equity Distribution Agreement (as modified by this letter agreement). The Company desires to, and hereby does, appoint each of (i) Morgan Stanley & Co. LLC (Morgan Stanley) and TD Securities (USA) LLC (TD Securities) as an additional Manager and Forward Seller (collectively, the Additional Managers and the Additional Forward Sellers, respectively) and (ii) Morgan Stanley and The Toronto-Dominion Bank as an additional Forward Purchaser (collectively, the Additional Forward Purchasers and, together with the Additional Managers and the Additional Forward Sellers, the Additional Manager Parties), in each case under the Equity Distribution Agreement (as modified by this letter agreement), and each of the Additional Manager Parties and the Existing Manager Parties (collectively, the Manager Parties) acknowledges each such appointment.
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(b) Each of the Additional Manager Parties hereby acknowledges that it has received and reviewed a complete copy of the Equity Distribution Agreement and agrees and confirms that, upon execution and delivery of this letter agreement, it shall become a party to the Equity Distribution Agreement and be fully bound by and subject to, and benefit from, all of the covenants, terms and conditions of the Equity Distribution Agreement (as modified by this letter agreement), as though an original party thereto. Upon such execution and delivery, the Company agrees and confirms the foregoing with each of the Additional Manager Parties, and each of the Existing Manager Parties acknowledges the foregoing.
(c) For purposes of the Equity Distribution Agreement (as modified by this letter agreement):
(i) except as otherwise therein provided, all statements, requests, notices and agreements thereunder to the Additional Manager Parties shall be in writing and delivered by hand, overnight courier, mail or facsimile and shall be sufficient in all respects if delivered or sent, (A) in the case of the Additional Managers or the Additional Forward Sellers, to (1) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention Equity Syndicate Desk, with a copy to the Legal Department and (2) TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, Attention Equity Capital Markets (email USTMG@tdsecurities.com) and (B) in the case of the Additional Forward Purchasers, to (1) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention Equity Syndicate Desk, with a copy to the Legal Department and (2) The Toronto-Dominion Bank, 1 Vanderbilt Avenue, New York, New York 10017, Attention Global Equity Derivatives (email TDUSA-GEDUSInvestorSolutionsSales@tdsecurities.com and bradford.limpert@tdsecurities.com); and
(ii) any reference to the term (A) Manager, Forward Seller, Forward Purchaser or Manager Party in the Equity Distribution Agreement shall mean each Additional Manager, Additional Forward Seller, Additional Forward Purchaser or Additional Manager Party, respectively, in addition to each Existing Manager Party in each such capacity, as applicable, and (B) RBCCM or BofA Securities (as successor to Merrill Lynch) in the fourth paragraph of Section 1 and in Section 3(d) of the Equity Distribution Agreement shall also mean each of Morgan Stanley and TD Securities.
3. Other Modifications
For purposes of the Equity Distribution Agreement (as modified by this letter agreement):
(a) the definition of the term Bring-Down Delivery Date set forth in Section 4(n) thereof shall be amended to also include any date reasonably requested by a Managing Party; and
(b) Section 2(ll) thereof shall be amended in its entirety as follows:
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(ll) OFAC. Neither the Company nor any of its subsidiaries, directors or officers nor, to the knowledge of the Company, any agent, employee, affiliate or other person or entity acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State; and the Company will not directly or indirectly use any of the proceeds from the sale of the Shares by the Company in the offering contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any subsidiary, joint venture partner or other person or entity, to engage in, facilitate or finance any activities with or involving any person or entity that is currently the target of any U.S. sanctions in a manner that would result in a violation of U.S. sanctions.
4. Conditions of the Manager Parties Obligations
At the date hereof and as a condition to the obligations of each of the Manager Parties under the Equity Distribution Agreement (as modified by this letter agreement), in addition to the conditions set forth in Section 6 thereof, Bracewell LLP, as counsel for the Manager Parties, shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as therein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in the Equity Distribution Agreement (as modified by this letter agreement), or as any of the Manager Parties or such counsel may otherwise reasonably request.
5. Miscellaneous
This letter agreement, together with the Equity Distribution Agreement and any Letter Agreement, constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, between the Company and any of the Manager Parties with regard to the subject matter hereof. This letter agreement may be signed by the parties in one or more counterparts, which together shall constitute one and the same agreement among the parties. This letter agreement and any Claim shall be governed by, and construed in accordance with, the internal laws of the State of New York.
[Signature Pages Follow]
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If the foregoing correctly sets forth the understanding between the Company and each of the Manager Parties, please accept the same by signing in the space provided below for that purpose, whereupon this letter agreement and such acceptance shall constitute a binding agreement between the Company and each of the Manager Parties. Alternatively, the execution of this letter agreement by the Company and its acceptance by or on behalf of each of the Manager Parties may be evidenced by an exchange of electronic mail or other written communications.
Very truly yours,
SPIRE INC. | ||
By: | /s/ Adam Woodard | |
Name: | Adam Woodard | |
Title: | Treasurer |
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
RBC CAPITAL MARKETS, LLC | ||
By: | /s/ R. Michael Ventura | |
Name: Michael Ventura | ||
Title: Managing Director | ||
RBC CAPITAL MARKETS, LLC as agent for ROYAL BANK OF CANADA | ||
By: | /s/ R. Michael Ventura | |
Name: Michael Ventura | ||
Title: Managing Director | ||
BOFA SECURITIES, INC. | ||
By: | /s/ Jason Satsky | |
Name: Jason Satsky | ||
Title: Managing Director | ||
BOFA SECURITIES, INC. as agent for BANK OF AMERICA, N.A. | ||
By: | /s/ Jason Satsky | |
Name: Jason Satsky | ||
Title: Managing Director |
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Mary Kelly | |
Name: Mary Kelly | ||
Title: Vice President | ||
TD SECURITIES (USA) LLC | ||
By: | /s/ Brad Limpert | |
Name: Brad Limpert | ||
Title: Managing Director | ||
TD SECURITIES (USA) LLC as agent for THE TORONTO-DOMINION BANK | ||
By: | /s/ Brad Limpert | |
Name: Brad Limpert | ||
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 9, 2022
Spire Inc.
700 Market Street
St. Louis, Missouri 63101
Re: | Registration Statement on Form S-3 |
File No. 333-264799
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. 333-264799) (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 $271,300,000 aggregate gross sales price of shares (the Shares) of the Companys common stock, par value $1.00 per share (Common Stock), pursuant to the terms of an equity distribution agreement, dated February 6, 2019, as modified by letter agreements dated May 14, 2019 and May 9, 2022 (the Distribution Agreement), by and among the Company and RBC Capital Markets, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as sales agents, and Royal Bank of Canada, Bank of America, N.A., Morgan Stanley & Co. LLC and The Toronto-Dominion Bank, 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 9, 2022 and the Prospectus Supplement relating to the offering of the Shares, dated May 9, 2022, 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 |