Item 1.01 Entry into a Material Definitive Agreement.
On
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 individual party.
The Loan Agreement has an aggregate credit commitment of
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
of
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 ESG-based 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 SpireAlabama ) 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
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference.
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, datedJuly 22, 2022 , amongSpire 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)
--------------------------------------------------------------------------------
© Edgar Online, source