Spire to acquire Tennessee Piedmont Natural Gas business from Duke Energy

ST. LOUIS, July 29, 2025 — Spire Inc. (NYSE: SR) announced it has entered into an agreement with Piedmont Natural Gas, a wholly-owned subsidiary of Duke Energy (NYSE: DUK), to acquire its Tennessee local distribution company business that serves over 200,000 customers in the Nashville area.

Spire is acquiring the business for $2.48 billion on a cash-free, debt-free basis, representing a purchase price multiple of 1.5x estimated rate base in 2026. The purchase will be accretive to adjusted earnings per share and supportive of long-term 5-7% adjusted earnings per share growth. The transaction is expected to close in the first quarter of 2026, pending Tennessee Public Utility Commission approval, Hart-Scott-Rodino review, and other customary closing conditions.

Post-closing, Nashville area Piedmont Natural Gas customers will be served by Spire Tennessee, a new Spire business unit.

The acquisition significantly enhances Spire’s regulated business with nearly 3,800 miles of distribution and transmission pipelines. Piedmont Natural Gas serves as the largest investor-owned natural gas utility in Tennessee, operating in the fast-growing Nashville metro area. This integration expands Spire’s utility footprint, adding to existing operations in Missouri, Alabama, and Mississippi.

“This acquisition is a natural fit for Spire, allowing us to expand our core utility business and increase our customer base to nearly two million homes and businesses,” said Scott Doyle, president, and CEO of Spire. “We look forward to serving customers in the Nashville area and safely delivering the energy they need.”

Doyle noted that Duke Energy and Piedmont Natural Gas share Spire’s core value of safety and community commitment.

“We’re eager to build on the foundation of exceptional customer service and community engagement that Piedmont Natural Gas customers in Tennessee have enjoyed for years,” said Doyle. “We look forward to welcoming their employees and customers and becoming an active participant in the Nashville business community.”

Harry Sideris, Duke Energy president and CEO, stated, “We’re confident Spire will support the continued growth and success of the Tennessee natural gas business and serve as an incredible operator for the benefit of employees, customers, and communities.”

Compelling Strategic Rationale for Spire

• Expands regulated footprint: The transaction allows Spire to significantly expand its regulated utility footprint in high-quality jurisdictions, increasing the business scale while delivering on Spire’s commitment to growth and long-term shareholder value.
• Diversifies and de-risks growth: The addition of Piedmont Natural Gas business in Tennessee provides robust growth driven by new customer additions and system integrity investments, aligned with Spire’s investment strategy. Tennessee’s constructive regulatory environment encourages capital investment to support its growing service territory.
• Focus on customers, community, and employees: Spire is committed to delivering reliable and efficient service and community engagement. Its shared services platform is well-positioned for integration.
• Financial benefits: The transaction supports Spire’s long-term adjusted earnings per share growth expectations and provides meaningful investment opportunities. The acquisition generates significant cash flow to support investment in the business, shareholder returns, and dividend growth.

Financing

The transaction is supported by a fully committed bridge facility with BMO Capital Markets Corp. for the entire purchase price. Permanent financing will be funded through a mix of debt, equity, and hybrid securities. Spire is evaluating the sale of non-utility assets as a potential source of funds.

Timing and Approvals

The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions, including Tennessee Public Utility Commission approval and the Hart-Scott-Rodino Antitrust Improvements Act.

Advisors

BMO Capital Markets Corp. acted as exclusive financial advisor to Spire, with additional advisory support from Newlin Capital Advisors. Sidley Austin LLP served as lead legal counsel to Spire, with additional legal counsel from Bradley Arant Boult Cummings LLP.