SPIRE INC 8-K 2014
Securities and Exchange Commission
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 3, 2014
The Laclede Group, Inc.
(Exact name of registrant as specified in its charter)
720 Olive Street
St. Louis, Missouri 63101
(Address of principal executive offices, including ZIP code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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:
Item 8.01 Other Events.
On April 5, 2014, The Laclede Group, Inc. (Laclede) entered into a definitive agreement to acquire from Energen Corporation (Energen) all of the outstanding shares of stock (the Alagasco Transaction) of Alabama Gas Corporation (Alagasco). The Alagasco Transaction will be effected pursuant to a stock purchase agreement among Laclede, Energen and Alagasco (the Acquisition Agreement). The consideration for the Alagasco Transaction is $1.6 billion, including the assumption of approximately $250 million of long-term debt. Laclede has agreed to make an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, to treat the Alagasco Transaction as a deemed purchase and sale of assets for tax purposes. The consideration will be subject to customary post-closing adjustments for cash, indebtedness and working capital. Following completion of the Alagasco Transaction, Alagasco will be a wholly-owned subsidiary of Laclede.
The Alagasco Transaction is contingent upon regulatory approvals from public utility regulators in Alabama. The final approval by the Alabama regulators is anticipated before the end of the fourth quarter of fiscal year 2014.
Laclede is filing the information under this Item 8.01 solely to file the required historical financial statements of Alagasco and the unaudited pro forma combined condensed financial statements, which give pro forma effect to the Alagasco Transaction described above, and the acquisition of the assets and liabilities of Missouri Gas Energy (MGE) on September 1, 2013 (the MGE Transaction).
This Item 8.01 contains:
This information under this Item 8.01 and Exhibits 23.1, 99.1, 99.2 and 99.3 attached hereto are hereby incorporated by reference into Lacledes Registration Statement on Form S-3 (Registration No. 333-190388) filed with the Securities and Exchange Commission on August 6, 2013, as it may be amended.
Item 9.01 Financial Statements and Exhibits.
Filed herewith are the following financial statements of Alagasco:
Filed herewith is the following pro forma financial information:
The following exhibits are filed as part of this report:
23.1 Consent of PricewaterhouseCoopers LLP
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.