ST. LOUIS, Feb. 10, 2021 /PRNewswire/ -- Spire Inc.
(NYSE: SR) (the "Company") announced today that it has priced a
public offering of 3.2 million equity units having an aggregate
stated amount of $160 million.
The offering was upsized from the previously announced 3.0
million equity units. The offering is expected to close
February 16, 2021, subject to
customary closing conditions.
Each equity unit will be issued in a stated amount of
$50 and will consist of a contract to
purchase common stock of the Company in the future and a 1/20th, or
5%, undivided beneficial ownership interest in a remarketable
unsecured senior note due 2026 having a principal amount of
$1,000.
The Company granted the underwriters the option to purchase up
to 300,000 additional equity units, or an additional aggregate
stated amount of $15 million, for a
period of 13 days beginning on, and including, the initial issuance
date of the equity units solely for the purpose of covering
over-allotments.
The total annual distribution on the equity units will be at the
rate of 7.50%, consisting of interest on the remarketable unsecured
senior notes due 2026 at a rate of 0.75% and payments under the
related common stock purchase contracts at a rate of 6.75%.
The reference price for the equity units is $64.24 per share, which is the last reported sale
price per share of our common stock on the New York Stock Exchange
on February 9, 2021. The threshold
appreciation price for the equity units is $78.6906 per share, which represents a premium of
approximately 22.5% over the reference price. Under the
purchase contract, holders will be required to purchase a variable
number of shares of the Company's common stock no later than
March 1, 2024.
The Company intends to use the net proceeds from this offering,
which are expected to be $154.0
million in the aggregate, or $168.5
million in the aggregate if the underwriters exercise their
option to purchase additional units in full, for general corporate
purposes and to repay short-term indebtedness outstanding under the
Company's commercial paper program.
Credit Suisse, BofA Securities and Wells Fargo Securities are
joint book-running managers for the equity units offering. Copies
of the prospectus and prospectus supplement relating to the equity
units in this offering may be obtained from the offices of 1)
Credit Suisse at 6933 Louis Stephens Drive , Raleigh, North Carolina 27560 , Attn:
Prospectus Department, by calling toll free 1-800-221-1037, or by
e-mail at usa.prospectus@credit-suisse.com, 2) BofA Securities at
NC1-004-03-43 200 North College Street, 3rd floor, Charlotte, North Carolina 28255-0001 , Attn:
Prospectus Department, by calling toll free 1-800-294-1322, or by
email at dg.prospectus_requests@bofa.com, or 3) Wells Fargo
Securities at 500 West 33rd Street, New
York, New York, 10001, Attn: Equity Syndicate Department, by
calling toll free 1-800-326-5897, or by e-mail at
cmclientsupport@wellsfargo.com.
This offering will be made under an effective shelf registration
statement filed with the Securities and Exchange
Commission.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction
to any person to whom it is unlawful to make an offer, solicitation
or sale in such jurisdiction. The offering of these
securities will be made only by means of the prospectus supplement
and accompanying prospectus.
About Spire
Spire Inc. (NYSE: SR) serves 1.7 million
homes and businesses in Alabama,
Mississippi and Missouri. The Company's natural gas-related
businesses include Spire Marketing, Spire STL Pipeline and Spire
Storage.
Cautionary Statements on Forward-Looking
Information
This news release contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. The Company's future operating
results may be affected by various uncertainties and risk factors,
many of which are beyond the Company's control, including weather
conditions, economic factors, the competitive environment,
governmental and regulatory policy and action, and risks associated
with acquisitions. More complete descriptions and listings of these
uncertainties and risk factors can be found in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 2020 and the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2020, each as filed with the
Securities and Exchange Commission.
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.