Item 1.01
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Entry into a Material Definitive Agreement
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On February 6, 2019, Spire Inc. entered into an equity distribution agreement with RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (collectively, the Managers) and, as applicable, the relevant Forward Purchasers (as defined below), pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to
$150,000,000 from time to time through, at our discretion, any of the Managers as our sales agents or, if applicable, as Forward Sellers (as defined below) or acting as principals.
The sales, if any, of our common stock made under the equity distribution agreement through any Manager, as our sales agent or as a Forward Seller, will be
made by means of ordinary brokers transactions at market prices, in negotiated transactions or in transactions that are deemed to be
at-the-market
offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the Act), including sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at
prices related to the prevailing market prices or at negotiated prices subject to certain minimum prices. Sales under the program will not commence until the satisfaction of certain conditions, including delivery to the Managers of legal opinions
and a comfort letter, which is not expected to occur until after the end of our current fiscal quarter, at the earliest.
We also may sell shares of our
common stock to each of the Managers, as principal for its own account, at a price to be agreed upon at the time of sale. If we sell shares of our common stock to a Manager, as principal, we will enter into a separate terms agreement with such
Manager, and we will describe the terms agreement in a separate prospectus supplement or pricing supplement.
The equity distribution agreement
contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the Managers as our sales agents, we may enter into forward sale transactions under separate forward sales confirmations and related pricing
supplements between us and such sales agent acting as agent for the forward purchaser affiliated therewith. These forward purchasers will be Royal Bank of Canada and Bank of America, N.A. (in such capacity, each, a Forward Purchaser and,
collectively, the Forward Purchasers). If we enter into a forward sale transaction with any Forward Purchaser, we expect that such Forward Purchaser, acting in accordance with the forward sales confirmation related to such forward sale
transaction, will attempt to borrow and sell, through the relevant Manager, acting as agent for such Forward Purchaser, shares of our common stock to hedge such Forward Purchasers exposure under such forward sale agreement. We refer to a
Manager, when acting as sales agent for the relevant Forward Purchaser, as, individually, a Forward Seller and, collectively, the Forward Sellers. Unless otherwise expressly stated or the context otherwise requires,
references herein to the related or relevant Forward Purchaser mean, with respect to any Agent, the affiliate of such Agent that is acting as Forward Purchaser.
We will not initially receive any proceeds from any sale of borrowed shares of our common stock by or on behalf of a Forward Purchaser in connection with a
forward sale transaction as a hedge of such forward sale transaction. In the event of full physical settlement of a forward sale transaction, which we expect to occur on or prior to the maturity date of such forward sale transaction, we expect to
receive aggregate cash proceeds equal to the product of the forward sale price under such forward sale transaction and the number of shares of our common stock underlying such forward sale transaction, subject to the price adjustment and other
provisions of such forward sale transaction. If, however, we elect to cash settle or net share settle any forward sale transaction, we would expect to receive an amount of proceeds that is significantly lower than the product set forth in the
preceding sentence (in the case of any cash settlement) or will not receive any proceeds (in the case of any net share settlement), and we may owe cash (in the case of any cash settlement) or shares of our common stock (in the case of any net share
settlement) to the relevant Forward Purchaser.
In no event will the aggregate gross sales price of shares of our common stock sold by us to or through
the Managers, acting as our sales agents or as principals, and by the Forward Purchasers through the Forward Sellers, exceed $150,000,000.