SPIRE INC 8-K

What Happened

• On March 31, 2026, Spire Inc. completed its acquisition of Piedmont’s Tennessee local natural gas business (through Spire Tennessee) for $2.48 billion in cash (subject to customary adjustments). The Tennessee Public Utility Commission issued orders authorizing the acquisition on March 31, 2026.
• To finance the deal and related activities, Spire entered a Delayed Draw Term Loan Agreement on March 26, 2026 providing $800 million of delayed-draw senior unsecured term loan commitments and drew the full $800 million on March 31, 2026 (Tranche A $600M; Tranche B $200M).
• Also on March 31, 2026, Spire Tennessee issued $825 million of Series 2026 Senior Notes in a private placement under a Master Note Purchase Agreement (dated Dec. 17, 2025) in five tranches with stated interest rates and maturities.

Key Details

• Acquisition: $2.48 billion cash purchase of Piedmont’s Tennessee LDC business; closing date March 31, 2026.
• Delayed-draw term loan: $800,000,000 aggregate commitments (Tranche A $600M; Tranche B $200M); agreement dated March 26, 2026; lenders include Bank of Montreal (admin agent) and a syndicate of banks.
• Senior Notes issuance (Spire Tennessee): $825,000,000 total across five tranches issued March 31, 2026:
  • Tranche A: $130M, 4.59%, due April 1, 2029
  • Tranche B: $160M, 4.77%, due April 1, 2031
  • Tranche C: $105M, 5.01%, due April 1, 2033
  • Tranche D: $250M, 5.29%, due April 1, 2036
  • Tranche E: $180M, 5.44%, due April 1, 2038
• The Senior Notes are senior unsecured obligations of Spire Tennessee, issued at par in a private placement; proceeds will refinance existing debt and be used for general corporate purposes.
• Spire issued a press release on March 31, 2026 announcing the transaction and financings.

Why It Matters

• The acquisition materially expands Spire’s regulated natural gas operations in Tennessee and required significant cash funding; investors should note the $2.48B purchase price and the financing package used to fund it.
• The company increased consolidated debt through an $800M bank term loan and an $825M note issuance. Both financings are unsecured senior obligations, which can affect leverage ratios, interest expense, and credit metrics going forward.
• The Senior Notes’ staggered maturities and fixed rates provide defined long-term obligations; refinancing of existing debt with these proceeds may change the company’s maturity profile and near-term cash-flow needs.
• Regulatory approvals were obtained and the financing steps were completed simultaneously with closing, reducing execution risk tied to the closing conditions.