ST.
LOUIS, June 13, 2023 /PRNewswire/ -- Spire Inc.
(NYSE: SR) (the "Company" or "we") today announced that it
commenced an underwritten public offering of shares of the
Company's common stock having an offering price of $112.0 million (the "offering"). The offering is
being made as part of our existing "at-the-market" offering program
(the "ATM Program").
The Company expects to enter into a terms agreement with Morgan
Stanley, as underwriter, forward purchaser and forward seller, with
respect to the offering, pursuant to which the underwriter will
agree to purchase, and the Company and the forward seller, as
applicable, will agree to sell shares of the Company's common stock
having an offering price of $112.0
million (or $128.8 million if
the underwriter exercises its option in full to purchase additional
shares having an offering price of $16.8
million). The Company also expects to enter into a forward
sale transaction under a forward sale agreement with Morgan
Stanley, in its capacity as the forward purchaser, relating to
shares of the Company's common stock having an offering price of
$112.0 million, and agrees to use its
commercially reasonable best efforts to enter into an additional
forward sale transaction if the underwriter exercises its option to
purchase additional shares, which additional forward transaction
will relate to such number of additional shares. In connection with
the execution of the forward sale transaction, the forward seller
is expected to borrow from third parties and sell to the
underwriter in the offering shares of the Company's common stock
having an offering price of $112.0
million.
Subject to its right to elect cash or net share settlement,
which right is subject to certain conditions, the Company intends
to deliver, upon physical settlement of the forward sale
agreement(s) on one or more dates specified by the Company, to the
forward purchaser the same number of shares of the Company's common
stock that Morgan Stanley agrees to purchase from the forward
seller in exchange for cash proceeds per share equal to the
applicable forward sale price, which will be the public offering
price, and will be subject to certain adjustments as provided in
the forward sale agreement.
The Company will not initially receive any proceeds from the
sale of shares of common stock by the forward seller or its
affiliates, unless an event occurs that requires the Company to
sell common stock to the underwriter. The Company intends to use
the net proceeds received upon physical settlement of the forward
sale transaction(s) (or from the sale of any shares of common stock
sold by the Company to the underwriter in connection with the
offering) for general corporate purposes, including to fund the
acquisition of MoGas Pipeline Company LLC and related
businesses.
The terms agreement and the forward sale agreement will be
entered into pursuant to the equity distribution agreement, dated
as of February 6, 2019, as modified
by a letter agreement dated May 14,
2019 and May 9, 2022, between
the Company and each of the parties thereto.
The offering is being made pursuant to an effective shelf
registration statement (File No. 333-264799) and related prospectus
supplement and prospectus, each filed by the Company with the
Securities and Exchange Commission ("SEC") on May 9, 2022. A pricing supplement relating to the
offering will be filed with the SEC. Copies of the pricing
supplement and accompanying prospectus supplement and prospectus,
when available, may be obtained from Morgan Stanley & Co. LLC,
180 Varick Street, 2nd Floor, New York,
NY 10014. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Spire
The Company's common stock is listed on the New York Stock Exchange
under the symbol "SR". The Company has three segments: Gas Utility,
Gas Marketing, and Midstream. The Gas Utility segment consists of
the regulated natural gas distribution operations of the Company
and is the Company's core business segment. The Gas Utility segment
is comprised of the operations of Spire Missouri, serving
St. Louis, Kansas City, and other areas in Missouri; Spire Alabama, serving central and
northern Alabama; and the
subsidiaries of Spire Energy South, serving the Mobile, Alabama area and south-central
Mississippi. The Gas Marketing
segment includes Spire Marketing Inc., which provides non-regulated
natural gas services throughout the
United States. The Midstream segment includes Spire Storage
and Spire STL Pipeline, which are subsidiaries engaged in the
storage and transportation of natural gas.
Cautionary Note Concerning Factors That May Affect Future
Results
This press release contains forward-looking statements within the
meaning of the federal securities laws, including statements about
the terms and size of the offering, the intended use of proceeds
from the offering, if any, that represent the Company's
expectations and projections for the future. No assurance can be
given that the offering discussed above will be completed on the
terms described or at all, or that the net proceeds of the offering
will be used as indicated. Although these forward-looking
statements are based on good faith beliefs, reasonable assumptions
and the Company's best judgment reflecting current information, you
should not rely on forward-looking statements since they involve
known and unknown risks, uncertainties and other factors which are,
in some cases, beyond the Company's control and which could
materially affect the Company's results of operations, financial
condition, cash flows, performance or future achievements or
events. These factors include weather conditions, economic factors,
the competitive environment, governmental and regulatory policy and
action, and risks associated with acquisitions and others listed in
the Company's Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. The forward-looking
statements included in this press release are made as of the date
hereof. Unless legally required, the Company disclaims any
obligation to update any forward-looking statements, whether as a
result of new information, future events, changes in the Company's
expectations or assumptions or otherwise. For further information
about the Company's business and financial results, please refer to
the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Risk Factors" sections of the
Company's SEC filings, including, but not limited to, its Current
Report on Form 8-K filed June 6,
2023, Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q.
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.