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
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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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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”), 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 |
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| By: |
/s/ Steven P. Rasche | |||||
| Steven P. Rasche | ||||||
| Executive Vice President and Chief Financial Officer | ||||||