ST. LOUIS, June 8, 2020 /PRNewswire/ -- Spire Missouri Inc.
("Spire Missouri" or the "Company"), a wholly-owned subsidiary of
Spire Inc. (NYSE: SR), today announced that it has commenced cash
tender offers (the "Offers") to purchase any and all of its First
Mortgage Bonds, 7% Series due 2029 (the "2029 Bonds"), First
Mortgage Bonds, 7.90% Series due 2030 (the "2030 Bonds"), First
Mortgage Bonds, 6% Series due 2034 (the "2034 Bonds"), First
Mortgage Bonds, 6.15% Series due 2036 (the "2036 Bonds") and First
Mortgage Bonds, 4.625% Series due 2043 (the "2043 Bonds" and,
together with the 2029 Bonds, the 2030 Bonds, the 2034 Bonds and
the 2036 Bonds, the "Bonds"). As of June 5,
2020, the Company had $310
million aggregate principal amount of the Bonds outstanding.
The Offers are being made pursuant to an offer to purchase, dated
as of June 8, 2020, and a notice of
guaranteed delivery. The Offers will expire at 5:00 p.m., New York
City time, on June 12, 2020,
unless extended or earlier terminated as described in the offer to
purchase (such time and date, as they may be extended, the
"Expiration Time").
![Spire color logo Spire color logo](https://mma.prnewswire.com/media/347388/Spire_Orange_Logo.jpg)
The Offers
|
Title of
Security
|
CUSIP
|
Outstanding
Principal Amount
|
Reference Treasury
Security
|
Bloomberg
Reference Page
|
Fixed
Spread
|
First Mortgage Bonds,
7% Series due June 1, 2029
|
505588AY9
|
$25,000,000
|
0.625% due May 15,
2030
|
FIT1
|
115 bps
|
First Mortgage Bonds,
7.90% Series due September 15, 2030
|
505588BA0
|
$30,000,000
|
0.625% due May 15,
2030
|
FIT1
|
120 bps
|
First Mortgage Bonds,
6% Series due May 1, 2034
|
505588BE2
|
$100,000,000
|
0.625% due May 15,
2030
|
FIT1
|
140 bps
|
First Mortgage Bonds,
6.15% Series due June 1, 2036
|
505588BF9
|
$55,000,000
|
2.000 % due February
15, 2050
|
FIT1
|
135 bps
|
First Mortgage Bonds,
4.625% Series due August 15, 2043(1)
|
505588BK8
|
$100,000,000
|
2.000 % due February
15, 2050
|
FIT1
|
135 bps
|
(1)
The Tender Consideration will be determined taking into account the
par call date for such Series of Bonds, as described
herein.
|
Holders of the Bonds who validly tender (and do not validly
withdraw) their Bonds prior to the Expiration Time, or who deliver
to the tender agent and information agent a properly completed and
duly executed notice of guaranteed delivery in accordance with the
instructions described in the offer to purchase, will be eligible
to receive tender consideration for each $1,000 principal amount of Bonds that would
reflect a yield to the applicable par call or maturity date of the
relevant Bonds equal to the sum of (i) the Reference Yield (as
defined below) for such Bonds, determined at 2:00 p.m. (New York
City time) on June 12, 2020,
plus (ii) the fixed spread applicable to such Bonds, as set forth
in the table above (the "Fixed Spread"), minus accrued and unpaid
interest on such Bonds from, and including, the most recent
interest payment date up to, but excluding, the Settlement Date (as
defined below) (the "Tender Consideration"). The "Reference Yield"
means the bid-side yield to maturity of the applicable reference
security listed in the table above (the "Reference Security") for
such Bonds as calculated by the Dealer Manager.
In addition, holders who tender Bonds that are accepted for
purchase by the Company pursuant to the Offers will receive a cash
payment representing the accrued and unpaid interest on the
relevant Bonds from, and including, the immediately preceding
interest payment date applicable to such Bonds to, but excluding,
the Settlement Date ("Accrued Interest"). The Company expects to
pay the Tender Consideration, together with any Accrued Interest,
to the holders of Bonds validly tendered at or prior to the
Expiration Time and not validly withdrawn on June 16, 2020 (such date the "Settlement Date")
and to the holders of Bonds tendered through guaranteed delivery
procedures on June 18, 2020 (such
date the "Guaranteed Delivery Settlement Date"). No tenders
submitted after the Expiration Time will be valid, unless made by
guaranteed delivery in accordance with the instructions described
in the offer to purchase. Bonds purchased pursuant to the Offers
are expected to be cancelled.
Tendered Bonds may be withdrawn at any time at or prior to the
Expiration Time. The Company reserves the right to terminate,
withdraw or amend the Offers at any time, subject to applicable
law. The Offers are not conditioned on any minimum amount of Bonds
being tendered.
The Offers are being made pursuant to the terms and conditions
contained in the offer to purchase and notice of guaranteed
delivery, copies of which may be obtained from Global Bondholder
Services Corporation, the information and tender agent for the
Offers, by telephone at +1 (866) 470-3900 or for banks and brokers,
+1 (212) 430-3774 (Banks and Brokers only), or at the following web
address: https://www.gbsc-usa.com/spire/.
Persons with questions regarding the Offers should contact the
dealer manager: RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, New York, NY 10281, Attn: Capital Markets
Group, Collect: (212) 618-7843, Toll-Free by telephone at (877)
381-2099, E-mail: liability.management@rbccm.com.
None of Spire Missouri, the dealer manager, the information and
tender agent or the trustee for the Bonds, or any of their
respective affiliates, is making any recommendation as to whether
holders should tender any Bonds in response to the Offers. Holders
must make their own decision as to whether to tender any of their
Bonds and, if so, the principal amount of Bonds to tender.
This announcement is not an offer to purchase or a solicitation
of an offer to sell any securities. The Offers are being made
solely by means of the offer to purchase.
About Spire Missouri Inc.
The Company is a public utility engaged in the purchase, retail
distribution and sale of natural gas, with primary offices located
in St. Louis, Missouri. The
Company is the largest natural gas distribution utility system in
Missouri, serving approximately
1.2 million residential, commercial and industrial customers. The
Company has two regions, one serving St.
Louis and eastern Missouri
and the other serving Kansas City
and western Missouri.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements, other than historical facts, that
address activities that Spire Missouri assumes, plans, expects,
believes, intends or anticipates (and other similar expressions)
will, should or may occur in the future are forward-looking
statements. The forward-looking statements are based on
management's current beliefs, based on currently available
information, as to the outcome and timing of future events,
particularly the consummation of the Offers. These forward-looking
statements involve certain risks and uncertainties that could cause
the results to differ materially from those expected by the
management. Specifically, Spire Missouri cannot assure you that the
Offers will be consummated on the terms currently contemplated, if
at all. Information concerning these risks and other factors
can be found in Spire Missouri's filings with the Securities and
Exchange Commission ("SEC"), including its reports on Forms 10-K,
10-Q and 8-K, which can be obtained free of charge on the SEC's web
site at http://www.sec.gov. Spire Missouri does not undertake any obligation to
update or revise any forward-looking statement.
Investor Contact:
Scott W. Dudley Jr.
314-342-0878
Scott.Dudley@SpireEnergy.com
Media Contact:
Jessica B. Willingham
314-342-3300
Jessica.Willingham@SpireEnergy.com
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SOURCE Spire Inc.