UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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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:
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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”) and a letter agreement dated as of May 9, 2022 (the “Second Letter Agreement”), between the Company and each of (i) RBC Capital Markets, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC (“Morgan Stanley”) and TD Securities (USA) LLC, as agents, principals and forward sellers (collectively, the “Existing Managers”), and (ii) Royal Bank of Canada, Bank of America, N.A., Morgan Stanley and The Toronto-Dominion Bank, 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 $271.2 million 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 $253.3 million had been issued as of February 5, 2024. The Initial Equity Distribution Agreement, as modified by the First Letter Agreement and the Second Letter Agreement, is referred to herein as the “Modified Equity Distribution Agreement”.
On February 6, 2024, the Company entered into a letter agreement dated as of such date (the “Third Letter Agreement”) modifying the Modified Equity Distribution Agreement (as modified by the Third Letter Agreement, the “Current Equity Distribution Agreement”) with each of (i) the Existing Managers, BMO Capital Markets Corp., Mizuho Securities USA LLC and Regions Securities LLC, as agents, principals and forward sellers (collectively, the “Managers”), and (ii) the Existing Forward Purchasers, Bank of Montreal, Mizuho Markets Americas LLC and Regions Securities LLC, 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 Current Equity Distribution Agreement has been reset to $200,000,000.
The above summary is qualified in its entirety by reference to (i) the Third Letter Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference, (ii) the Initial Equity Distribution Agreement and the First Letter Agreement filed as exhibits to the Registration Statement (as defined below) and (iii) the Second Letter Agreement filed as exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on May 10, 2022.
The shares of Common Stock to be sold under the Current 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, filed on May 9, 2022 with the Commission, as supplemented by a prospectus supplement, filed on February 6, 2024 with the Commission under the Securities Act of 1933, as amended.
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 | Third Letter Agreement | |
| 5.1 | Opinion of Matthew Aplington, Esq. | |
| 23.1 | Consent of Matthew Aplington, 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: February 6, 2024 | ||||||
| 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 $453,317,204.30
EQUITY DISTRIBUTION AGREEMENT
February 6, 2024
| BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floor New York, New York 10036 |
Bank of Montreal 55 Bloor Street West, 18th Floor Toronto, Ontario M4W 1A5 Canada | |
| 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 | |
| Mizuho Securities USA LLC 1271 Avenue of the Americas, 3rd Floor New York, New York 10020 |
Mizuho Markets Americas LLC 1271 Avenue of the Americas, 3rd Floor New York, New York 10020 | |
| Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 |
Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 | |
| 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 | |
| Regions Securities LLC 615 South College Street, Suite 600 Charlotte, North Carolina 28202 |
Regions Securities LLC 615 South College Street, Suite 600 Charlotte, North Carolina 28202 | |
| TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017 |
The Toronto-Dominion Bank 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. (as successor to Merrill Lynch, Pierce, Fenner & Smith Incorporated) (“BofA Securities”), as a Manager or Forward Seller, and (ii) Royal Bank of Canada and Bank of America, N.A., each as a Forward Purchaser, as further modified by a letter agreement dated May 9, 2022 (the “Second
Letter Agreement”) between the Company and each of (A) such Managers, Forward Sellers and Forward Purchasers, (B) Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as an additional Manager or Forward Seller, and (C) Morgan Stanley & Co. LLC and The Toronto-Dominion Bank, as an additional Forward Purchaser (all such Managers, Forward Sellers and Forward Purchasers, collectively, the “Existing Manager Parties”) (as so modified, 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 $271,235,276.00 (which consisted of (i) Shares having an aggregate gross sales price of $71,235,276.00 that were issued and sold prior to the date of the Second Letter Agreement and (ii) Shares having an aggregate gross sales price of $200,000,000.00 that were authorized for issuance and sale by the Company’s Board of Directors as of the date of the Second Letter Agreement). 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 (as defined below) that:
(i) on January 25, 2024, the Company’s Board of Directors authorized Shares having an aggregate gross sales price of $200,000,000.00 to be issued and 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) January 25, 2027;
(ii) at the date hereof, Shares having an aggregate gross sales price of $17,918,071.70 remain unsold under the Equity Distribution Agreement; and
(iii) 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 new supplement to the prospectus filed as part of the Company’s currently effective registration statement (Registration No. 333-264799) on Form S-3 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 $453,317,204.30 (which consists of (i) Shares having an aggregate gross sales price of $253,317,204.30 that were issued and sold prior to the date hereof and (ii) Shares having an aggregate gross sales price of $200,000,000.00 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.
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| 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) BMO Capital Markets Corp. (“BMO”), Mizuho Securities USA LLC (“Mizuho”) and Regions Securities LLC (“Regions”) as an additional Manager and Forward Seller (collectively, the “Additional Managers” and the “Additional Forward Sellers,” respectively) and (ii) Bank of Montreal, Mizuho Markets Americas LLC and Regions 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.
(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) BMO Capital Markets Corp., Equity-Linked Capital Markets, 151 West 42nd Street, 32nd Floor, New York, New York 10036, Attention: Brian Riley, Telephone: (212) 605-1414, Facsimile: (212) 885-4165, (2) Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets and (3) Regions Securities LLC, 615 South College Street, Suite 600, Charlotte, North Carolina 28202, Attention: ECM Team, Email: ECMDesk@regions.com and (B) in the case of the Additional Forward Purchasers, to (1) Bank of Montreal, 55 Bloor Street West, 18th Floor, Toronto, Ontario M4W 1A5, Canada, Attention: Manager, Derivatives Operations, Facsimile: (416) 552-7904, Telephone: (416) 552-4177,with a copy to: Bank of Montreal, 100 King Street West, 20th Floor, Toronto, Ontario M5X 1A1, Canada, Attention: Associate General Counsel & Managing Director, Derivatives Legal Group, Facsimile: (416) 956-2318, (2) Mizuho Markets Americas LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets and (3) Regions Securities LLC, 615 South College St., Suite 600, Charlotte, North Carolina 28202, Attention: ECM Team, Email: ECMDesk@regions.com; and
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(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,” “BofA Securities” (as successor to Merrill Lynch), “Morgan Stanley” and “TD Securities” in the fourth paragraph of Section 1 and in Section 3(d) of the Equity Distribution Agreement shall also mean each of BMO, Mizuho and Regions.
| 3. | 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.
| 4. | 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]
4
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
| BMO CAPITAL MARKETS CORP. | ||
| By: | /s/ Eric Benedict | |
| Name: Eric Benedict | ||
| Title: Co-Head, Global Equity Capital Markets | ||
| BANK OF MONTREAL | ||
| By: | /s/ Brian Riley | |
| Name: Brian Riley | ||
| Title: Managing Director, Global Markets | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| BOFA SECURITIES, INC. | ||
| By: | /s/ Jason Satsky | |
| Name: Jason Satsky | ||
| Title: Managing Director | ||
| 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
| MIZUHO SECURITIES USA LLC | ||
| By: | /s/ James Watts | |
| Name: James Watts | ||
| Title: Managing Director | ||
| MIZUHO SECURITIES USA LLC as agent for MIZUHO MARKETS AMERICAS LLC | ||
| By: | /s/ James Watts | |
| Name: James Watts | ||
| Title: Managing Director | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Mauricio Dominguez | |
| Name: Mauricio Dominguez | ||
| Title: Vice President | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| RBC CAPITAL MARKETS, LLC | ||
| By: | /s/ Young Kim | |
| Name: Young Kim | ||
| Title: Managing Director | ||
| RBC CAPITAL MARKETS, LLC as agent for | ||
| ROYAL BANK OF CANADA | ||
| By: | /s/ Brian Ward | |
| Name: Brian Ward | ||
| Title: Managing Director | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| REGIONS SECURITIES LLC | ||
| By: | /s/ Edward L. Armstrong | |
| Name: Edward L. Armstrong | ||
| Title: Managing Director - ECM | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| TD SECURITIES (USA) LLC | ||
| By: | /s/ Brad Limpert | |
| Name: Brad Limpert | ||
| Title: Managing Director | ||
| THE TORONTO-DOMINION BANK | ||
| By: | /s/ Vanessa Simonetti | |
| Name: Vanessa Simonetti | ||
| Title: Managing Director | ||
[Signature Page to Letter Agreement]
Exhibit 5.1
SPIRE INC.
700 Market Street
St. Louis, MO 63101
Matthew Aplington
Vice President and
Chief Legal Officer
February 6, 2024
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 Vice President and Chief Legal 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 $200,000,000 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, as modified by letter agreements dated May 14, 2019, May 9, 2022 and February 6, 2024 (the “Distribution Agreement”), by and among the Company and BMO Capital Markets Corp., BofA Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC and TD Securities (USA) LLC, as sales agents, and Bank of America, N.A., Bank of Montreal, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Regions Securities LLC, Royal Bank of Canada 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 Supplement relating to the offering of the Shares, dated February 6, 2024, 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/ Matthew Aplington |
| Matthew Aplington |
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