MOMOfalse0001126956 0001126956 2023-02-13 2023-02-13 0001126956 sr:SpireMissouriIncMember 2023-02-13 2023-02-13 0001126956 sr:CommonStockCustomMember 2023-02-13 2023-02-13 0001126956 sr:DepositarySharesCustomMember 2023-02-13 2023-02-13
 
 
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): February 13, 2023
 
 
 
Commission
File Number
   
Name of Registrant, Address of Principal,
Executive Offices and Telephone Number
   
State of
Incorporation
   
I.R.S. Employer
Identification
Number
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
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act (only applicable to Spire Inc.):
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $1.00 per share   SR   New York Stock Exchange LLC
Depositary Shares, each representing a 1/1000th 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
 
8.01
Other Events.
On February 13, 2023, Spire Missouri Inc. (“Spire Missouri”), a wholly owned subsidiary of Spire Inc., issued $400 million in aggregate principal amount of its 4.800% Series First Mortgage Bonds due 2033 (the “Bonds”) pursuant to an Underwriting Agreement dated February 6, 2023 between Spire Missouri and the several underwriters named therein, for whom BMO Capital Markets Corp., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC acted as representatives.
The Bonds were issued pursuant to Spire Missouri’s registration statement on Form
S-3
(Registration
No. 333-264799-01)
filed with the Securities and Exchange Commission on May 9, 2022 (the “Registration Statement”) and the related prospectus dated May 9, 2022 and prospectus supplement dated February 6, 2023. The Bonds were issued under the Mortgage and Deed of Trust dated as of February 1, 1945 between Spire Missouri and Regions Bank, as successor trustee, as amended and supplemented by all supplemental indentures thereto, the latest of which is the Thirty-Eighth Supplemental Indenture relating to the Bonds dated as of February 13, 2023.
Spire Missouri intends to use the net proceeds from the offering of the Bonds to repay the outstanding $250 million principal amount of its 3.40% Series First Mortgage Bonds due August 15, 2023, to repay short-term indebtedness and for general corporate purposes.
This Current Report on Form
8-K
is being filed to report as exhibits certain documents in connection with the offering and sale of the Bonds for incorporation by reference into the Registration Statement.
 
Item
 
9.01
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
Number
   
Description
  1.1    Underwriting Agreement dated February 6, 2023 between Spire Missouri Inc. and the several Underwriters named in Exhibit A thereto, for whom BMO Capital Markets Corp., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC acted as representatives.
  4.1    Thirty-Eighth Supplemental Indenture dated as of February 13, 2023 between Spire Missouri and Regions Bank, as trustee.
  4.2    Form of 4.800% Series First Mortgage Bond due 2033 (included in Exhibit 4.1).
  5.1    Opinion of Stinson LLP.
23.1    Consent of Stinson LLP (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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: February 13, 2023  
    By:  
/s/ Adam W. Woodard
      Adam W. Woodard
      Vice President and Treasurer
 
   
SPIRE MISSOURI INC.
Date: February 13, 2023  
    By:  
/s/ Adam W. Woodard
      Adam W. Woodard
      Vice President, Chief Financial Officer and Treasurer
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