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): November 12, 2019
Commission File Number | | Name of Registrant, Address of Principal Executive Offices and Telephone Number | | State of Incorporation | | IRS Employer Identification No. |
1-16681 | | Spire Inc.
700 Market Street
St. Louis, MO 63101
314-342-0500 | | Missouri | | 74-2976504 |
1-1822 | | Spire Missouri Inc.
700 Market Street
St. Louis, MO 63101
314-342-0500 | | Missouri | | 43-0368139 |
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 13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | |
Common Stock $1.00 par value | | SR | | New York Stock Exchange LLC |
| | | | |
Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share | | 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.
On November 12, 2019, Spire Missouri Inc. (“Spire Missouri”), a wholly-owned subsidiary of Spire Inc., entered into a Bond Purchase Agreement, dated November 12, 2019 (“Bond Purchase Agreement”), among Spire Missouri and certain institutional purchasers (“Bond Purchasers”) pursuant to which Spire Missouri issued and sold to the Bond Purchasers in a private placement exempt from registration under the Securities act of 1933, as amended, $275 million in aggregate principal amount of its First Mortgage Bonds due November 15, 2029 (the “Bonds”). The Bonds will bear interest at a rate of 2.84% per annum. The interest on the Bonds is payable semi-annually on the 15th day of May and November of each year. The Bonds are secured by a Mortgage and Deed of Trust, dated as of February 1, 1945 (as amended and supplemented heretofore, the “Mortgage”), under which UMB Bank & Trust, N.A. is the present Trustee. The Mortgage is supplemented by a Thirty-Fourth Supplemental Indenture dated November 12, 2019. The Bonds will rank equal in right to payment with all other first mortgage bonds issued under the Mortgage. Spire Missouri will use the proceeds from the sale of the Bonds to repay existing indebtedness and for other general corporate purposes.
The Bond Purchase Agreement contains provisions similar to those in other supplemental indentures to the Mortgage, including, among other things, limitations on certain types of liens and the payment of dividends and other restricted payments. It also contains customary events of default, including, without limitation, payment defaults, covenant defaults and certain events of bankruptcy and insolvency. Generally, upon the occurrence of a completed default, the trustee may, and shall if directed by the holders of a majority of first mortgage bonds then outstanding under the Mortgage, accelerate the maturity of the bonds.
The Thirty-Fourth Supplemental Indenture provides that Spire Missouri may at its option redeem all or part of the Bonds at 100% of the principal amount of the Bonds to be redeemed, plus a “make-whole amount” determined for the redemption date with respect to such principal amount. The make-whole amount is an amount equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the called principal amount of the Bonds over the amount of such called principal, with the discounted value based on a discount factor equal to 0.50% over the yield to maturity of U.S. Treasury securities having a remaining average life comparable to the principal amount called for redemption. In addition, Spire Missouri may redeem the Bonds in whole at a redemption price equal to 100% of the principal amount of the Bonds beginning (i) August 15, 2029, and (ii) at any time if all or substantially all of its property subject to the Mortgage is taken by eminent domain or sold to a governmental body or its designee.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure required by this item is included in Item 1.01 above and incorporated herein by reference.
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: | November 15, 2019 | | By: | /s/ Steven P. Rasche |
| | | | Steven P. Rasche Executive Vice President and Chief Financial Officer |
| | | | |
| | | Spire Missouri Inc. |
Date: | November 15, 2019 | | By: | /s/ Steven P. Rasche |
| | | | Steven P. Rasche Chief Financial Officer |
