Item 1.01 Entry into a Material Definitive Agreement.
Missouri, each, a “Borrower” and, collectively, the “Borrowers”) entered into an
Amended and Restated Loan Agreement among the Borrowers,
Banks (the “Loan Agreement”). The Loan Agreement amends, restates and replaces
the Loan and Security Agreement dated as of
the lenders party thereto, as amended by a First Amendment to Loan Agreement
dated as of
Each Borrower and its affiliates has or may have customary banking relationships
with one or more of the banks under the Loan Agreement for the provision of a
variety of financial services, including commercial paper dealer, pension fund
trustee, cash management, investment banking, and lockbox services, none of
which are material individually or in the aggregate with respect to any
The Loan Agreement has an aggregate credit commitment of
time among the three Borrowers within the
certain situations, the Borrowers may request an increase in the aggregate
revolving credit commitment of up to
The Loan Agreement also provides for letters of credit available to the
Borrowers in an aggregate amount up to
aggregate amount up to
sublines of credit under the Loan Agreement and count against the total
commitment amount available. Each Borrower expects to use the Loan Agreement for
general corporate purposes, including short-term borrowings and letters of
credit. Loans or other credit extensions under the Loan Agreement to a Borrower
constitute obligations of only that Borrower, and do not constitute obligations
of the other Borrowers.
The Loan Agreement contains affirmative and negative covenants customary for
such agreements, including, among other things, limitations on certain types of
acquisitions, investments, and sales of property. The Loan Agreement also
contains financial covenants limiting each Borrower’s consolidated debt to 70%
of such Borrower’s capitalization. The calculation is more specifically
described in the Loan Agreement. The Loan Agreement also contains customary
events of default, including, without limitation, payment defaults, covenant
defaults, material inaccuracy of representations and warranties, certain events
of bankruptcy and insolvency, cross defaults to certain other agreements, and
the entry of certain judgments not appealed or satisfied.
Under the Loan Agreement, revolving credit borrowings will bear interest at
either an adjusted base rate or an adjusted term SOFR rate, at each Borrower’s
option, plus, in either case, an applicable margin. The base rate is the highest
adjusted term SOFR rate for a tenor of one month plus 1%. The additional margin
applicable to adjusted base rate loans varies between 0% and 0.5%, depending on
the applicable Borrower’s senior unsecured debt rating as determined by S&P,
Fitch or Moody’s. The adjusted term SOFR rate is the sum of term SOFR for an
interest period of 1, 3 or 6 months, as the applicable Borrower may select, plus
a SOFR adjustment spread of 0.1%. The additional margin applicable to adjusted
term SOFR loans varies between 0.875% and 1.5%, depending on the applicable
Borrower’s senior unsecured debt rating as determined by S&P, Fitch or Moody’s.
Certain interest rates are subject to a floor of 0%.
Swingline loans bear interest, at the applicable Borrower’s option, at either
(a) an adjusted base rate plus an applicable margin (in each case as described
above with respect to revolving credit loans) or (b) a daily floating interest
rate equal to term SOFR for an interest period of one month, plus a term SOFR
adjustment spread of 0.1%, plus an additional margin that varies between 0.875%
and 1.5%, depending on the applicable Borrower’s senior unsecured debt rating as
determined by S&P, Fitch or Moody’s.
The interest rate margin on revolving credit loans and swing line loans to Spire
(but not to Spire Missouri or Spire Alabama) is subject to annual
sustainability adjustments. Depending on whether Spire achieves certain key
performance indicator (KPI) metrics, the annual interest rate on revolving
credit loans and swing line loans may increase or decrease by up to 5.0 basis
points in any year.
Fees on letters of credit accrue at annual rate that varies between 0.875% and
1.5%, depending on the applicable Borrower’s senior unsecured debt rating as
determined by S&P, Fitch or Moody’s. Other fees may also be charged by the bank
that issues a letter of credit.
Revolving credit loan borrowings by Spire Missouri or Spire Alabama under the
Loan Agreement are due within 364 days after being made.
Each Borrower has paid certain upfront fees to certain of the banks for the Loan Agreement and, during the term of the Loan Agreement, each Borrower will pay the banks a commitment fee on the unused portion of the credit made available to it under the Loan Agreement. That fee varies between 0.075% and 0.225% depending on the applicable Borrower's senior unsecured debt rating, as determined by S&P, Fitch or Moody's. The commitment fee for Spire (but not Spire Missouri or Spire
Alabama) is also subject to ESG-based sustainability adjustments. The fee may be increased or decreased up to 1.0 basis points in any year depending on whether Spire achieves certain KPI metrics.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated herein by
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits .
The following exhibits are filed as part of this report:
99.1 Amended and Restated Loan Agreement, dated
July 22, 2022, among Spire Inc., Spire Missouri Inc., Spire Alabama Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto as Banks. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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