Form 8-K

THE LACLEDE GROUP, INC.

Date: August 26, 2013

/s/ M. D. Waltermire

M. D. Waltermire

Executive Vice President, Chief Financial Officer

0001193125-13-346746.txt : 20130826 0001193125-13-346746.hdr.sgml : 20130826 20130826170835 ACCESSION NUMBER: 0001193125-13-346746 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130826 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130826 DATE AS OF CHANGE: 20130826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LACLEDE GROUP INC CENTRAL INDEX KEY: 0001126956 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 742976504 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16681 FILM NUMBER: 131060815 BUSINESS ADDRESS: STREET 1: 720 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143420500 MAIL ADDRESS: STREET 1: 720 OLIVE ST STREET 2: RM 1517 CITY: ST LOUIS STATE: MO ZIP: 63101 8-K 1 d589792d8k.htm FORM 8-K Form 8-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 26, 2013

The Laclede Group, Inc.

(Exact name of registrant as specified in its charter)

Missouri

1-16681

74-2976504

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

720 Olive Street

St. Louis, Missouri 63101

(Address of principal executive offices, including ZIP code)

(314) 342-0500

(Registrant’s telephone number, including area code)

Not Applicable

(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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

In December 2012, The Laclede Group, Inc. (“Laclede Group”) announced agreements to acquire substantially all of the assets and liabilities of Missouri Gas Energy (“MGE”) and New England Gas Company (“NEG”) from Southern Union Company (the “Acquisitions”), as well as a commitment letter dated December 14, 2012 (the “Commitment Letter”) with Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (collectively, “Wells Fargo”). Pursuant to the Commitment Letter, which was subsequently syndicated by Wells Fargo to a group of nine banks, including Wells Fargo Bank, National Association (collectively, the “Bridge Lenders”), effective January 16, 2013, the Bridge Lenders committed to provide a 364-day senior bridge term loan credit facility in an aggregate principal amount of up to $1.020 billion to fund the Acquisitions. Laclede Group subsequently entered into a stock purchase agreement with Algonquin Power & Utilities Corp. (“APUC”) pursuant to which a subsidiary of APUC will ultimately acquire NEG rather than Laclede Group.

On May 29, 2013, Laclede Group completed a public offering and sale of its common stock generating net proceeds of approximately $427 million (the “Offering Proceeds”), which are to be used to fund a portion of the purchase price for the acquisition of MGE or other general corporate purposes. As a result of Laclede Group’s receipt of the Offering Proceeds and in accordance with the terms of the Commitment Letter, the aggregate amount of the commitments of the Bridge Lenders was reduced from $1.020 billion to approximately $592 million.

On June 24, 2013, Laclede Group and the Bridge Lenders entered into a first amendment to the Commitment Letter further reducing the aggregate commitments of the Bridge Lenders by approximately $67 million to $525 million.

On August 13, 2013, Laclede Gas Company completed a public offering and sale of its first mortgage bonds generating net proceeds of approximately $443.5 million (the “Bond Proceeds”), which are to be used to fund a portion of the purchase price for the acquisition of MGE or other general corporate purposes. As a result of Laclede Gas Company’s receipt of the Bond Proceeds and in accordance with the terms of the Commitment Letter, the aggregate amount of the commitments of the Bridge Lenders was reduced from $525 million to approximately $79.9 million.

On August 26, 2013, Laclede Group and the Bridge Lenders entered into a second amendment to the Commitment Lender (the “2^nd Commitment Letter Amendment”) terminating the Commitment Letter in its entirety. A copy of the 2^nd Commitment Letter Amendment is filed as Exhibit 99.1 to this report and is incorporated herein by reference. The foregoing description of the 2^nd Commitment Letter Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the 2^nd Commitment Letter Amendment.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits.

The following exhibits are filed as part of this report:


99.1		2^nd Amendment to Commitment Letter, dated August 26, 2013

SIGNATURE

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.

Exhibit Index


Exhibit Number		Description

99.1		2^nd Amendment to Commitment Letter, dated August 26, 2013

EX-99.1 2 d589792dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO

Wells Fargo Bank, National Association

Wells Fargo Securities, LLC

301 South College Street

Charlotte, North Carolina 28288

August 26, 2013

The Laclede Group, Inc.

720 Olive Street

Saint Louis, Missouri 63101

Attention: Mark D. Waltermire, Chief Financial Officer

Project Hallmark-2^nd Amendment to Commitment Letter

Ladies and Gentlemen:

Reference is hereby made to the (i) Project Hallmark-Commitment Letter and the Annexes attached thereto, dated as of December 14, 2012, from Wells Fargo Securities, LLC (“Wells Fargo Securities” and the “Lead Arranger”) and Wells Fargo Bank, National Association (“Wells Fargo Bank”) to The Laclede Group, Inc. (the “Borrower”), (ii) the Project Hallmark-Joinder Agreement to Commitment Letter, dated as of January 16, 2013, between the Commitment Parties and the Borrower and (iii) the Project Hallmark-1st Amendment to Commitment Letter, dated as of June 24, 2013, from the Commitment Parties to the Borrower ((i), (ii) and (iii) collectively, the “Commitment Letter”). Capitalized terms used in this agreement (this “Amendment”) but not defined herein shall have the respective meanings assigned to such terms in the Commitment Letter.

The parties hereto agree that the Facility and the corresponding Commitment of each Commitment Party shall be permanently reduced to $0 and all obligations of the Commitment Parties under the Commitment Letter shall terminate (other than those obligations which are expressly stated in the Commitment Letter to survive such termination).

To induce the Commitment Parties to enter into this Amendment, (i) the Borrower hereby represents and warrants to the Commitment Parties that the reduction of the Facility effected by this Amendment does not require any consent by the Seller, or if such consent is required, then such consent has been obtained pursuant to the terms of the Acquisition Agreement prior to the date hereof and (ii) the Borrower shall pay to each Commitment Party its Ticking Fee accrued as of the date hereof and all reasonable out-of-pocket costs and expenses required to be paid by the Borrower as set forth in the section of the Commitment Letter relating to Expenses.

PARAGRAPH 12 OF THE COMMITMENT LETTER IS HEREBY INCORPORATED HEREIN BY REFERENCE AND SHALL APPLY HEREUNDER AS IF FULLY SET FORTH HEREIN.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Project Hallmark – 2^nd Amendment to Commitment Letter


Very Truly Yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:	/s/ Allison Newman
	Name:	Allison Newman
	Title:	Director


WELLS FARGO SECURITIES, LLC

By:	/s/ Lindsay Offutt
	Name:	Lindsay Offutt
	Title:	Vice President

Project Hallmark – 2^nd Amendment to Commitment Letter