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Spire to acquire Tennessee Piedmont Natural Gas business from Duke Energy

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Spire Inc. (NYSE: SR) has announced a significant acquisition agreement with Duke Energy's Piedmont Natural Gas, purchasing its Tennessee operations for $2.48 billion. The transaction, expected to close in Q1 2026, represents a 1.5x multiple of estimated 2026 rate base.

The acquisition will add over 200,000 customers in the Nashville area and nearly 3,800 miles of distribution and transmission pipelines to Spire's portfolio. This expansion will increase Spire's utility customer base to nearly two million homes and businesses, complementing its existing operations in Missouri, Alabama, and Mississippi.

The deal will be financed through a mix of debt, equity, and hybrid securities, supported by a bridge facility from BMO Capital Markets Corp. Spire expects the acquisition to be accretive to adjusted earnings and support its long-term 5-7% adjusted EPS growth target.

Spire Inc. (NYSE: SR) ha annunciato un importante accordo di acquisizione con Piedmont Natural Gas di Duke Energy, acquistando le sue operazioni in Tennessee per 2,48 miliardi di dollari. La transazione, prevista per il primo trimestre del 2026, rappresenta un multiplo di 1,5 volte la base tariffaria stimata per il 2026.

L'acquisizione aggiungerà oltre 200.000 clienti nell'area di Nashville e quasi 3.800 miglia di condotte di distribuzione e trasmissione al portafoglio di Spire. Questa espansione porterà la base clienti di Spire a quasi due milioni di abitazioni e aziende, integrando le sue operazioni esistenti in Missouri, Alabama e Mississippi.

L'operazione sarà finanziata tramite una combinazione di debito, capitale proprio e titoli ibridi, supportata da una linea ponte di BMO Capital Markets Corp. Spire prevede che l'acquisizione contribuirà positivamente agli utili rettificati e sosterrà il suo obiettivo di crescita a lungo termine del 5-7% degli utili per azione rettificati.

Spire Inc. (NYSE: SR) ha anunciado un acuerdo significativo de adquisición con Piedmont Natural Gas de Duke Energy, comprando sus operaciones en Tennessee por 2.480 millones de dólares. La transacción, que se espera cierre en el primer trimestre de 2026, representa un múltiplo de 1,5 veces la base tarifaria estimada para 2026.

La adquisición añadirá más de 200.000 clientes en el área de Nashville y casi 3.800 millas de tuberías de distribución y transmisión al portafolio de Spire. Esta expansión aumentará la base de clientes de servicios públicos de Spire a cerca de dos millones de hogares y negocios, complementando sus operaciones existentes en Missouri, Alabama y Mississippi.

El acuerdo se financiará mediante una combinación de deuda, capital y valores híbridos, respaldado por una línea puente de BMO Capital Markets Corp. Spire espera que la adquisición sea positiva para las ganancias ajustadas y apoye su objetivo a largo plazo de un crecimiento ajustado de EPS del 5-7%.

Spire Inc. (NYSE: SR)는 Duke Energy의 Piedmont Natural Gas와 중요한 인수 계약을 발표했으며, 테네시 지역 사업을 24억 8천만 달러에 인수합니다. 이 거래는 2026년 1분기 완료될 예정이며, 2026년 예상 요금 기반의 1.5배 배수에 해당합니다.

이번 인수로 내슈빌 지역에서 20만 명 이상의 고객과 약 3,800마일의 배관 및 송전 파이프라인이 Spire의 포트폴리오에 추가됩니다. 이 확장으로 Spire의 유틸리티 고객 기반은 거의 200만 가구 및 사업장으로 늘어나며, 미주리, 앨라배마, 미시시피의 기존 사업과 시너지를 이룹니다.

거래 자금은 부채, 자본, 하이브리드 증권의 혼합으로 조달되며, BMO Capital Markets Corp.의 브리지 시설이 지원합니다. Spire는 이번 인수가 조정 순이익 증가에 기여하고, 장기적으로 5-7% 조정 EPS 성장 목표를 뒷받침할 것으로 기대합니다.

Spire Inc. (NYSE : SR) a annoncé un accord d'acquisition important avec Piedmont Natural Gas de Duke Energy, en achetant ses opérations dans le Tennessee pour 2,48 milliards de dollars. La transaction, prévue pour le premier trimestre 2026, représente un multiple de 1,5 fois la base tarifaire estimée pour 2026.

Cette acquisition ajoutera plus de 200 000 clients dans la région de Nashville ainsi que près de 3 800 miles de réseaux de distribution et de transmission au portefeuille de Spire. Cette expansion portera la clientèle de Spire à près de deux millions de foyers et entreprises, en complément de ses opérations actuelles dans le Missouri, l'Alabama et le Mississippi.

Le financement de l'opération sera assuré par un mélange de dette, de capitaux propres et de titres hybrides, soutenu par une facilité de trésorerie relais de BMO Capital Markets Corp. Spire prévoit que cette acquisition sera bénéfique pour le bénéfice ajusté par action et soutiendra son objectif de croissance à long terme de 5 à 7 % du BPA ajusté.

Spire Inc. (NYSE: SR) hat eine bedeutende Übernahmevereinbarung mit Piedmont Natural Gas von Duke Energy bekannt gegeben und übernimmt deren Tennessee-Geschäft für 2,48 Milliarden US-Dollar. Die Transaktion, die voraussichtlich im ersten Quartal 2026 abgeschlossen wird, entspricht dem 1,5-fachen der geschätzten Tarifbasis für 2026.

Die Übernahme wird über 200.000 Kunden im Raum Nashville sowie fast 3.800 Meilen an Verteilungs- und Übertragungsleitungen zum Portfolio von Spire hinzufügen. Diese Erweiterung wird die Kundenbasis von Spire auf nahezu zwei Millionen Haushalte und Unternehmen erhöhen und ergänzt die bestehenden Aktivitäten in Missouri, Alabama und Mississippi.

Die Finanzierung erfolgt durch eine Mischung aus Schulden, Eigenkapital und Hybridwertpapieren, unterstützt durch eine Brückenfinanzierung von BMO Capital Markets Corp. Spire erwartet, dass die Übernahme das bereinigte Ergebnis je Aktie steigert und das langfristige Ziel eines 5-7%igen Wachstums beim bereinigten EPS unterstützt.

Positive
  • Acquisition price represents an attractive 1.5x multiple of estimated 2026 rate base
  • Expected to be accretive to adjusted earnings per share
  • Adds 200,000+ customers in high-growth Nashville metro area
  • Expands regulated utility footprint in constructive regulatory environment
  • Supports long-term 5-7% adjusted EPS growth target
  • Provides additional investment opportunities and cash flow generation
Negative
  • Significant financing needs requiring balanced mix of debt, equity, and hybrid securities
  • Potential dilution from equity issuance to fund acquisition
  • Integration risks with new market and operations
  • Regulatory approvals required from Tennessee Public Utility Commission

Insights

Spire's $2.48B acquisition of Piedmont's Tennessee operations expands utility footprint strategically with accretive earnings impact.

Spire's $2.48 billion acquisition of Piedmont Natural Gas's Tennessee operations represents a significant strategic expansion that increases its regulated utility footprint into one of the fastest-growing U.S. regions. The purchase price at 1.5x estimated rate base is reasonable for a regulated utility acquisition, especially considering the Nashville market's strong growth trajectory.

This transaction will increase Spire's customer base to nearly 2 million, adding over 200,000 Nashville-area customers and 3,800 miles of infrastructure. The deal's accretive nature to earnings per share supports Spire's long-term 5-7% EPS growth target, suggesting management expects operational synergies and regulatory alignment.

The financing structure is prudently balanced, with plans to use a mix of debt, equity, and hybrid securities, supported by a bridge facility. The potential sale of non-utility assets like natural gas storage facilities could further optimize the capital structure and maintain balance sheet health.

Tennessee's constructive regulatory environment is a key advantage in this transaction, as it encourages the capital investment necessary to support growth in the service territory. The relatively straightforward approval process (Tennessee Public Utility Commission and Hart-Scott-Rodino review) presents limited regulatory hurdles compared to multi-state transactions.

For Duke Energy, this divestiture allows capital redeployment toward higher-growth opportunities while monetizing a non-core asset at an attractive multiple. For Spire, the acquisition provides immediate scale, diversifies its regulatory exposure beyond Missouri, Alabama, and Mississippi, and creates a platform for sustained growth in a dynamic market.

ST. LOUIS, July 29, 2025 /PRNewswire/ -- Spire Inc. (NYSE: SR) today 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 more than 200,000 customers in the Nashville area.

Spire is acquiring the business for total consideration of $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 calendar 2026, pending Tennessee Public Utility Commission approval, Hart-Scott-Rodino review and other customary closing conditions.

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

The acquisition significantly increases Spire's scale of its 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 and operates in the Nashville metro area, one of the fastest-growing regions in the U.S. The integration of the Piedmont Natural Gas business in Tennessee 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 utility customer base to nearly two million homes and businesses," said Scott Doyle, president and chief executive officer of Spire. "We look forward to serving customers in the Nashville area and safely delivering the energy they need."

Doyle said Duke Energy and Piedmont Natural Gas share Spire's core value of safety and a commitment to serving and supporting the community. 

"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 growing Nashville business community."

"The transaction allows us to efficiently fund accelerating investment opportunities driven by record customer growth and a deepening economic development pipeline," said Harry Sideris, Duke Energy president and chief executive officer. "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." 

Sideris added, "I want to thank our customers and the Nashville community for allowing us to serve as their trusted energy partner, regional supporter and neighbor for more than 40 years. I also want to recognize the entire Piedmont Natural Gas team who support the Tennessee business for their unwavering commitment to our customers, operational excellence and industry-leading service. They have set the bar for what it means to be a best-in-class natural gas business and will continue to do so for many years to come."

Compelling Strategic Rationale for Spire

  • Expands regulated footprint. This transaction allows Spire to significantly expand its regulated utility footprint in high-quality jurisdictions. It significantly increases the scale of its regulated business while delivering on Spire's commitment to growth and creating 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.

  • Strong focus on customers, community and employees. Spire is committed to safely 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 of the acquisition will be funded through a balanced mix of debt, equity and hybrid securities. Spire is also evaluating the sale of non-utility assets, such as natural gas storage facilities, as a potential source of funds.

Timing and Approvals

This transaction is expected to close in the first quarter of calendar 2026, subject to customary closing conditions, including the approval of the Tennessee Public Utility Commission and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Advisors

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

Conference Call and Webcast 

Spire will host a conference call and webcast today to discuss the acquisition. To access the call, please dial the applicable number approximately 5–10 minutes in advance.

Date and Time:


Tuesday, July 29





7:30 a.m. CT (8:30 a.m. ET)








Phone Numbers:


U.S. and Canada:


844-824-3832




International:


412-317-5142










The webcast can be accessed at Investors.SpireEnergy.com under Events & Presentations. A replay of the call will be available approximately one hour following the call until August 6, 2025, by dialing 877-344-7529 (U.S.), 855-669-9658 (Canada), or 412-317-0088 (international). The replay access code is 2945605.

About Spire

At Spire Inc. (NYSE: SR) we believe energy exists to help make people's lives better. It's a simple idea, but one that's at the heart of our company. Every day we serve 1.7 million homes and businesses making us one of the largest publicly traded natural gas companies in the country. We help families and business owners fuel their daily lives through our gas utilities serving Alabama, Mississippi and Missouri. Our natural gas-related businesses include Spire Marketing and Spire Midstream. We are committed to transforming our business through growing organically, investing in infrastructure, and advancing through innovation. Learn more at SpireEnergy.com.

About Duke Energy

Duke Energy is executing an ambitious energy transition, keeping customer reliability and value at the forefront as it builds a smarter energy future. The company is investing in major electric grid upgrades and cleaner generation, including natural gas, nuclear, renewables and energy storage.

More information is available at duke-energy.com and the Duke Energy News Center. Follow Duke Energy on X, LinkedIn, Instagram and Facebook, and visit illumination for stories about the people and innovations powering our energy transition.

About Piedmont Natural Gas

Piedmont Natural Gas, a subsidiary of Duke Energy, distributes natural gas to more than 1.2 million residential, commercial, industrial and power generation customers in North Carolina, South Carolina and Tennessee. Piedmont Natural Gas earned the No. 1 spot in customer satisfaction with residential natural gas service in the South among large utilities, according to the J.D. Power 2024 U.S. Gas Utility Residential Customer Satisfaction Study. More information: piedmontng.com.

Forward-Looking Statements

This release contains "forward looking statements," including Spire Inc. (Spire) management's guidance regarding the impact of the proposed transaction on Spire, including the potential impact on earnings per share and the return on equity and other potential economic benefits to Spire. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as, but not limited to: "estimates," "expects," "projects," "anticipates," "intends," "targets," "plans," "forecasts," "may," "likely," "would," "should," "anticipated" and similar expressions. 

Actual outcomes or results could differ materially from the forward-looking statements as a result of changes in circumstances, assumptions not being realized or other risks, uncertainties and other factors, including but not limited to, conditions to the completion of the transaction, such as receipt of required regulatory clearances, not being satisfied; closing of the transaction being delayed or not occurring at all; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the purchase agreement; the inability of Spire to obtain financing; Spire being unable to achieve the anticipated benefits of the transaction; the acquired assets not performing as expected; Spire assuming unexpected risks, liabilities and obligations of the acquired assets; significant transaction costs associated with the transaction; the risk that disruptions from the transaction will harm the businesses, including current plans and operations; the ability to retain and/or hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; and other factors relating to the operations and financial performance discussed in Spire's filings with the SEC.

Although the forward-looking statements contained in this release are based on estimates and assumptions that management believes are reasonable, various uncertainties and risk factors may cause future performance or results to be different than those anticipated. More complete descriptions and listings of these uncertainties and risk factors can be found in our Annual Report on Form 10-K for the year ended September 30, 2024, and in subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K. You should consider all risks, uncertainties and other factors identified above and in those SEC reports carefully when evaluating the forward-looking statements in this release. Spire cannot assure you that the future results reflected in or implied by any such forward-looking statement will be realized or, even if substantially realized, will have the forecasted or expected consequences and effects for or on our operations or financial performance. Such forward-looking statements are made based on information available as of the date of this release, and Spire undertakes no obligation to revise or update such statements to reflect subsequent events or circumstances, except as otherwise required by securities and other applicable laws.

This release also includes references to "adjusted earnings" or "adjusted earnings per share," which are non-GAAP measures used internally by management when evaluating Spire's performance and results of operations. Internal non-GAAP operating metrics should not be considered as an alternative to, or more meaningful than, GAAP measures such as operating income, net income or earnings per share. Reconciliation of adjusted earnings to net income and other non-GAAP measures referenced in the presentation are contained in our SEC filings.

Investor Contact:
Megan L. McPhail
314-309-6563
Megan.McPhail@SpireEnergy.com

Media Contact:
Jason Merrill
314-342-3300
Jason.Merrill@SpireEnergy.com 

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/spire-to-acquire-tennessee-piedmont-natural-gas-business-from-duke-energy-302515375.html

SOURCE Spire Inc.

FAQ

What is the value of Spire's acquisition of Piedmont Natural Gas Tennessee operations?

Spire is acquiring Piedmont Natural Gas's Tennessee operations for $2.48 billion on a cash-free, debt-free basis, representing 1.5x estimated rate base in 2026.

How many customers will SR acquire in the Tennessee Piedmont Natural Gas deal?

The acquisition will add more than 200,000 customers in the Nashville area, increasing Spire's total utility customer base to nearly two million homes and businesses.

When will Spire's acquisition of Piedmont Natural Gas Tennessee operations close?

The transaction is expected to close in the first quarter of calendar 2026, subject to regulatory approvals and customary closing conditions.

How will Spire (SR) finance the Piedmont Natural Gas Tennessee acquisition?

Spire will finance the acquisition through a balanced mix of debt, equity, and hybrid securities, supported by a bridge facility from BMO Capital Markets Corp. The company is also considering selling non-utility assets.

What is the expected impact of the Piedmont acquisition on Spire's earnings?

The acquisition is expected to be accretive to adjusted earnings per share and support Spire's long-term 5-7% adjusted EPS growth target.
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