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
Exhibit 1.1
Execution Version
Common Stock, Par Value $1.00 Per Share
Having an Aggregate Offering Price of up to $453,317,204.30
February 6, 2024
| BMO Capital Markets Corp. 000 X 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 |
Bank of Montreal 00 Xxxxx Xxxxxx Xxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx | |
| 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 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 |
Mizuho Markets Americas LLC 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| RBC Capital Markets, LLC 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 |
Royal Bank of Canada c/o RBC Capital Markets, LLC 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| Regions Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 |
Regions Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 | |
| TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
The Toronto-Dominion Bank 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 | |
| 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 Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx 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) Xxxxxx Xxxxxxx & Co. LLC and TD Securities (USA) LLC, as an additional Manager or Forward Seller, and (C) Xxxxxx Xxxxxxx & 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, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxx, Telephone: (000) 000-0000, Facsimile: (000) 000-0000, (2) Mizuho Securities USA LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Equity Capital Markets and (3) Regions Securities LLC, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: ECM Team, Email: XXXXxxx@xxxxxxx.xxx and (B) in the case of the Additional Forward Purchasers, to (1) Bank of Montreal, 00 Xxxxx Xxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx, Attention: Manager, Derivatives Operations, Facsimile: (000) 000-0000, Telephone: (000) 000-0000,with a copy to: Bank of Montreal, 000 Xxxx Xxxxxx Xxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx, Attention: Associate General Counsel & Managing Director, Derivatives Legal Group, Facsimile: (000) 000-0000, (2) Mizuho Markets Americas LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Equity Capital Markets and (3) Regions Securities LLC, 000 Xxxxx Xxxxxxx Xx., Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: ECM Team, Email: XXXXxxx@xxxxxxx.xxx; 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 Xxxxxxx Xxxxx), “Xxxxxx Xxxxxxx” 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, Xxxxxxxxx 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]
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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,
| ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Treasurer | |
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| BMO CAPITAL MARKETS CORP. | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | ||
| Title: Co-Head, Global Equity Capital Markets | ||
| BANK OF MONTREAL | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director, Global Markets | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| BOFA SECURITIES, INC. | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Managing Director | ||
| BANK OF AMERICA, N.A. | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| MIZUHO SECURITIES USA LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
| MIZUHO SECURITIES USA LLC as agent for MIZUHO MARKETS AMERICAS LLC | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| XXXXXX XXXXXXX & CO. LLC | ||
| By: | /s/ Xxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxxx | ||
| Title: Vice President | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| RBC CAPITAL MARKETS, LLC | ||
| By: | /s/ Xxxxx Xxx | |
| Name: Xxxxx Xxx | ||
| Title: Managing Director | ||
| RBC CAPITAL MARKETS, LLC as agent for | ||
| ROYAL BANK OF CANADA | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Managing Director | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| REGIONS SECURITIES LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
| Name: Xxxxxx X. Xxxxxxxxx | ||
| Title: Managing Director - ECM | ||
[Signature Page to Letter Agreement]
ACCEPTED as of the date first above written
| TD SECURITIES (USA) LLC | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Managing Director | ||
| THE TORONTO-DOMINION BANK | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxxx | ||
| Title: Managing Director | ||
[Signature Page to Letter Agreement]
