Letter Agreement Assigning Equity Distribution Agreement from Merrill Lynch to BofA Securities, Inc. – Spire Inc., BofA Securities, Merrill Lynch, Bank of America, N.A.
This agreement documents the transfer of Merrill Lynch's rights and obligations under an existing Equity Distribution Agreement with Spire Inc. to BofA Securities, Inc., as part of a corporate reorganization. After the transfer date, BofA Securities replaces Merrill Lynch as a party to the agreement, and Spire Inc.'s obligations are now owed to BofA Securities. Merrill Lynch is released from future duties, except for any liabilities arising before the transfer. The agreement is governed by New York law and is acknowledged by all involved parties.
Exhibit 1.1
May 14, 2019
Spire Inc.
700 Market Street
St. Louis, Missouri 63101
Attention: Adam Woodard
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement dated February 6, 2019 between Spire Inc., a Missouri corporation, and each of (i) RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as Agents, Principals or Forward Sellers, and (ii) Royal Bank of Canada and Bank of America, N.A., as Forward Purchasers (the “Equity Distribution Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement.
As part of our efforts to reorganize our U.S. broker-dealer operations (the “Reorganization”), Bank of America Merrill Lynch has established a new legal entity, BofA Securities, Inc. (“BofA Securities”), which will become the new home for the institutional services that are currently provided by Merrill Lynch. We expect the Reorganization to be completed on or about the date hereof (such completion date, the “Transfer Date”). As of the Transfer Date, (a) Merrill Lynch shall transfer, convey and assign to BofA Securities all of its rights, title and interest in the Equity Distribution Agreement, (b) BofA Securities shall succeed to all rights, liabilities and obligations of Merrill Lynch with respect to the Equity Distribution Agreement, (c) the Equity Distribution Agreement shall no longer be with Merrill Lynch but with BofA Securities, (d) the Company’s obligations under the Equity Distribution Agreement shall be to BofA Securities and not to Merrill Lynch, (e) Merrill Lynch shall no longer have any duties, obligations or liabilities to the Company under the Equity Distribution Agreement, except for any liability that Merrill Lynch may have to the Company with respect to matters arising prior to the Transfer Date, provided that Merrill Lynch may separately agree with BofA Securities to perform certain duties and obligations on behalf of BofA Securities after the Transfer Date and (f) for purposes of Section 10(a)(ii) of the Equity Distribution Agreement, the address for notices shall be to BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: Christine Roemer (email: ***@***), with a copy to ECM Legal.
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This letter agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.
Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter.
| Very truly yours, | ||
| BOFA SECURITIES, INC. | ||
| By: | /s/ Jason Satsky | |
| Name: Jason Satsky | ||
| Title: Managing Director | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| By: | /s/ Jason Satsky | |
| Name: Jason Satsky | ||
| Title: Managing Director | ||
ACCEPTED as of the date first above written
| SPIRE INC. | ||
| By: | /s/ Adam Woodard | |
| Name: Adam Woodard | ||
| Title: Treasurer | ||
[Signature Page to Letter Agreement]
ACKNOWLEDGED as of the date first above written
| BANK OF AMERICA, N.A., as Forward Purchaser under the Equity Distribution Agreement | ||
| By: | /s/ Jake Mendelsohn | |
| Name: Jake Mendelsohn | ||
| Title: Managing Director | ||
[Signature Page to Letter Agreement]
