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 19, 2014

Commission File No.	Exact Name of Registrant as Specified in its Charter and Principal Office Address and Telephone Number	State of Incorporation	I.R.S. Employer Identification Number
1-16681	The Laclede Group, Inc. 720 Olive Street St. Louis, MO 63101 314-342-0500	Missouri	74-2976504

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.

On April 5, 2014, The Laclede Group, Inc. (“Laclede”) entered into a definitive stock purchase agreement to acquire all of the outstanding shares of Alabama Gas Corporation from Energen Corporation (the “Acquisition”), as well as a commitment letter (the “Commitment Letter”) with Credit Suisse AG and its affiliates (collectively “Credit Suisse”) and Wells Fargo Bank, National Association and its affiliates (collectively, “Wells Fargo”, together with Credit Suisse, the “Banks”). Pursuant to the Commitment Letter, which was subsequently syndicated by the Banks to a group of 13 banks, including the Banks (collectively, the “Bridge Lenders”), effective April 28, 2014, the Bridge Lenders committed to provide a 364-day senior bridge term loan credit facility in an aggregate principal amount of up to $1.35 billion to fund the Acquisition. Subsequent to a June 11, 2014 common stock and equity units offering that automatically reduced the commitments of the Bridge Lenders by approximately $600 million, on June 16, 2014, Laclede and the Bridge Lenders entered into a first amendment to the Commitment Letter reducing the aggregate commitments of the Bridge Lenders to $700 million.

On August 19, 2014, Laclede completed a public offering and sale of its senior notes generating net proceeds of approximately $619 million, which are to be used together with the proceeds from the earlier equity offerings and other available funds to fund the cash portion of the purchase price for the Acquisition and which, pursuant to the terms of the Commitment Letter, automatically reduced the commitments of the Bridge Lenders by an equal amount. On August 19, 2014, Laclede and the Bridge Lenders entered into a second amendment to the Commitment Letter reducing the aggregate commitments of the Bridge Lenders to $0 and terminating the Commitment Letter.

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 19, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE LACLEDE GROUP, INC.
Date: August 21, 2014	By:	/s/ S. P. Rasche
		Steven P. Rasche Executive Vice President, Chief Financial Officer

Exhibit Index

Number	Exhibit
99.1	2nd Amendment to Commitment Letter, dated August 19, 2014

EX-99.1

Exhibit 99.1

EXECUTION VERSION

Credit Suisse AG Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, New York 10010 Wells Fargo Bank, National Association 301 South College Street Charlotte, North Carolina 28288   Wells Fargo Securities, LLC Duke Energy Center 550 South Tryon Street Charlotte, North Carolina 28202

August 19, 2014

The Laclede Group, Inc.

720 Olive Street

Saint Louis, Missouri 63101

Attention: Steven P. Rasche, Chief Financial Officer

Project Namath – 2^nd Amendment to the Commitment Letter

Ladies and Gentlemen:

Reference is hereby made to the (i) Project Namath-Commitment Letter and the Annexes attached thereto, dated as of April 5, 2014, from Credit Suisse AG (acting through such of its affiliates or branches as it deems appropriate, “Credit Suisse AG”), Credit Suisse Securities (USA) LLC (“Credit Suisse Securities” and together with Credit Suisse AG, “Credit Suisse”), Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC (“Wells Fargo Securities” and, collectively with Credit Suisse AG, Credit Suisse Securities and Wells Fargo Bank, the “Commitment Parties”) to The Laclede Group, Inc. (the “Borrower”), as amended by the First Amendment to the Commitment Letter dated as June 16, 2014, and (ii) the Project Namath-Joinder Agreement to Commitment Letter, dated as of April 28, 2014, between the Commitment Parties, the New Lenders and the Borrower ((i) and (ii) 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.

On the date hereof, the Borrower completed offerings of $625 million of Senior Notes. The parties hereto agree that, effective from the date of this Amendment, the amount of the Facility, and the corresponding Commitments of the Commitment Parties, shall be reduced to $0 and that the obligations of the Borrower and the Commitment Parties under the Commitment Letter are terminated, except to the extent they survive such termination pursuant to the express terms of the Commitment Letter.

To induce the Commitment Parties to enter into this Amendment, the Borrower hereby represents and warrants to the Commitment Parties that the reduction and termination of the Facility evidenced 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 on or prior to the date hereof.

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

Each party hereto agrees to maintain the confidentiality of this Amendment and the terms hereof in accordance with the confidentiality and disclosure provisions set forth in Section 8 of the Commitment Letter. For the avoidance of doubt, the Borrower may file a copy of this Amendment in any required filings with the Securities and Exchange Commission or other applicable regulatory authorities and stock exchanges pursuant to proviso (B) of Section 8(a) of the Commitment Letter.

Each party hereto agrees that this Amendment is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

Very truly yours,
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Mikhail Faybusovich
	Name:	Mikhail Faybusovich
	Title:	Authorized Signatory
By:	/s/ Samuel Miller
	Name:	Samuel Miller
	Title:	Authorized Signatory
CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Michael Proskin
	Name:	Michael Proskin
	Title:	Managing Director
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

[Signature Page to Second Amendment to Commitment Letter]

Agreed and acknowledged as of the date first written above:
THE LACLEDE GROUP, INC.
By:	/s/ S. P. Rasche
	Name:	S. P. Rasche
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Second Amendment to Commitment Letter]

Agreed and acknowledged as of the date first written above:
Bank of America, N.A.
By:	/s/ Eric A. Escagne
	Name:	Eric A. Escagne
	Title:	Senior Vice President
JPMorgan Chase Bank, N.A.
By:	/s/ Nancy R. Barwig
	Name:	Nancy R. Barwig
	Title:	Credit Executive
Morgan Stanley Bank, N.A.
By:	/s/ Kelly Chin
	Name:	Kelly Chin
	Title:	Authorized Signatory
Royal Bank of Canada
By:	/s/ Frank Lambrinos
	Name:	Frank Lambrinos
	Title:	Authorized Signatory
U.S. Bank National Association
By:	/s/ John M. Eyerman
	Name:	John M. Eyerman
	Title:	Vice President
Stifel Bank & Trust
By:	/s/ Matthew L. Diehl
	Name:	Matthew L. Diehl
	Title:	Senior Vice President

[Signature Page to Second Amendment to Commitment Letter]

Fifth Third Bank
By:	/s/ Mark Stapleton
	Name:	Mark Stapleton
	Title:	Vice President
Commerce Bank
By:	/s/ Chris Steuterman
	Name:	Chris Steuterman
	Title:	Vice President
Compass Bank
By:	/s/ Raj Nambiar
	Name:	Raj Nambiar
	Title:	Vice President
Regions Bank
By:	/s/ Joe Fleece
	Name:	Joe Fleece
	Title:	Associate
UMB Bank N.A.
By:	/s/ Michael Garner
	Name:	Michael Garner
	Title:	SVP Commercial Lending Officer

[Signature Page to Second Amendment to Commitment Letter]