Spire (NYSE: SR) to sell gas storage assets to I Squared for $650M
Rhea-AI Filing Summary
Spire Inc. agreed to sell its natural gas storage business in Wyoming and Oklahoma to an affiliate of I Squared Capital for total consideration of $650 million, including $600 million in cash at closing and a fixed $50 million deferred payment expected in Spire’s fiscal 2027.
The storage platform includes Spire Storage West in Wyoming, certificated for up to 55 Bcf of working gas capacity, and Spire Storage Salt Plains in Oklahoma, authorized for up to 17 Bcf. Spire plans to use proceeds to partially fund its previously closed acquisition of Piedmont Natural Gas’s Tennessee business and complete that financing plan.
Spire emphasized that the divestiture sharpens its focus on regulated natural gas utilities and is intended to improve its risk profile while supporting long-term growth. The transaction is subject to customary closing conditions, Hart-Scott-Rodino review and other regulatory approvals, and is expected to close in the second half of Spire’s fiscal 2026.
Positive
- Spire expects $650 million of proceeds from the sale of its gas storage assets, with $600 million at closing and $50 million in fiscal 2027, which it states will help fund the Piedmont Natural Gas Tennessee acquisition and complete its related financing plan.
- Management describes the divestiture as sharpening Spire’s focus on its regulated natural gas utility businesses and enhancing its risk profile while reaffirming a long-term 5–7% adjusted EPS growth target based on a $5.75 fiscal 2027 midpoint.
Negative
- None.
Insights
Spire monetizes storage assets for $650M to back utility-focused growth.
Spire is divesting its Spire Storage business to an I Squared affiliate for total consideration of $650 million, with $600 million at closing and a $50 million deferred payment in fiscal 2027. The assets provide up to 55 Bcf and 17 Bcf of working gas capacity at the Wyoming and Oklahoma facilities.
Management states that proceeds are expected to partially fund the Piedmont Natural Gas Tennessee acquisition, which closed on March 31, 2026, and to complete the related financing plan. This links the sale directly to balance sheet and capital allocation strategy, shifting emphasis toward regulated utility earnings rather than midstream storage.
Guidance commentary confirms a broader repositioning: fiscal 2026 adjusted EPS guidance of $5.25–$5.45 assumes a full year of contributions from Spire Marketing and gas storage, while fiscal 2027 adjusted EPS guidance of $5.40–$5.60 reflects expected sales of those businesses and a full year from Spire Tennessee. Spire also reaffirms a long-term adjusted EPS growth target of 5–7% using an original fiscal 2027 midpoint of $5.75 as a base, though actual outcomes remain subject to regulatory approvals, transaction closing conditions and other risk factors highlighted in its SEC filings.
8-K Event Classification
Key Figures
Key Terms
Membership Interest Purchase Agreement financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
working gas capacity technical
representation and warranty insurance financial
non-GAAP financial measures financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 14, Spire Midstream LLC, a Missouri limited liability company and wholly-owned subsidiary of Spire Inc. (the “Seller”), and Subterra Energy Holdings, LLC, a Delaware limited liability company (the “Buyer”) (collectively the “Parties”), entered into a Membership Interest Purchase Agreement (the “Agreement”), pursuant to which the Seller has agreed to sell to the Buyer all of the issued and outstanding membership interests of Belle Butte LLC, a Missouri limited liability company (“Company”), for cash purchase price equal to $600 million payable at the closing and $50 million deferred consideration payable on or before September 2027, subject to customary adjustments as set forth in the Agreement (the “Transaction”) and the other terms and conditions of the Agreement. The Buyer is an affiliate of I Squared Capital. The Company owns all of the outstanding membership interests in Spire Storage West LLC, a Delaware limited liability company (“Storage West”) and Spire Storage Salt Plains LLC, a Delaware limited liability company (“Salt Plains”). Storage West owns and operates an underground natural gas storage facility located in Uinta County, Wyoming, and Salt Plains owns and operates an underground natural gas storage facility located in Grant County, Oklahoma.
The Agreement includes customary representations, and warranties consistent with a representation and warranty insurance transaction, including assurances regarding ownership of the membership interests, compliance with applicable laws, and the accuracy of financial statements. The closing of the Transaction is subject to customary closing conditions, and the parties have agreed to certain post-closing covenants and agreements. The Transaction is subject to the Hart-Scott Rodino Antitrust Improvements Act of 1976 and other regulatory review. The Transaction is expected to close during the second half of Spire Inc.’s (“Spire”) fiscal year 2026.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 15, 2026, Spire issued a press release announcing the Transaction, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information provided in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Information
This document contains “forward looking statements” that 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 Agreement; Spire being unable to achieve the anticipated benefits of the Transaction; 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 document 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 Spire’s Annual Report on Form 10-K for the year ended September 30, 2025 and in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Spire cannot guarantee 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 Spire’s operations or financial performance. Such forward-looking statements are made based on information available as of the date of this document, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
Description |
10.1 |
Membership Interests Purchase Agreement, dated April 14, 2026, by and between Spire Midstream LLC and Subterra Energy Holdings, LLC |
99.1 |
Press Release, dated April 15, 2026, issued by Spire Inc. |
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Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Spire Inc. |
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April 15, 2026 |
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By: |
/s/ Adam Woodard |
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Adam Woodard Executive Vice President and Chief Financial Officer |
Exhibit 99.1
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Spire Investor Contact:
Spire Media Contact:
I Squared Capital Media Contacts: Dominic McMullan / Sofie Brewis Info@isquaredcapital.com
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For Immediate Release
Spire and I Squared announce agreement for sale of natural gas storage assets for $650 million
ST. LOUIS (Apr. 15, 2026) – Spire Inc. (NYSE: SR) and I Squared Capital, a leading global infrastructure investor, today announced they have entered into an agreement in which I Squared will acquire Spire’s natural gas storage assets in Wyoming and Oklahoma (“Spire Storage”).
Total consideration of the transaction is $650 million, consisting of $600 million in cash at closing and a $50 million fixed, non-contingent deferred payment to be received in Spire’s fiscal 2027.
Proceeds from the transaction are expected to partially fund Spire’s acquisition of the Piedmont Natural Gas Tennessee business, which closed on March 31, 2026, and completes its related financing plan.
“This transaction represents another important step in sharpening our focus on our core regulated natural gas utility businesses,” said Scott Doyle, president and chief executive officer of Spire. “Our gas storage assets have played an important role in serving customers across the Midwest, Rockies and Western U.S., and we appreciate the dedication of the employees who have contributed to their success. Under I Squared’s ownership, these assets are well positioned to continue supporting system reliability and resiliency as natural gas remains critical to our nation’s energy independence amid growing energy demand. The sale further enhances Spire’s risk profile and supports our ability to drive sustainable, long-term growth for shareholders.”
“These assets represent a high-quality, strategically located infrastructure platform that plays a critical role in supporting energy reliability across key U.S. markets,” said Gautam Bhandari, Chief Investment Officer of I Squared Capital. “We see significant opportunity to build on Spire’s strong foundation, leveraging the platform’s contracted cash flows, strategic connectivity and expansion potential to meet growing demand for reliability, flexibility and energy security.”
“Spire built great platforms in Wyoming and Oklahoma to meet evolving market demands for natural gas, and we’re excited to join I Squared Capital as we move the business forward,” said Scott Smith, president of Spire Storage. “We expect a seamless transition for our employees and customers as we continue to provide energy to the central and western U.S.”
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I Squared intends to support the next phase of growth of the platform, including enhancing operational capabilities and pursuing expansion opportunities to serve increasing demand for natural gas storage across the Western and Mid-Continent regions.
Spire Storage consists of Spire Storage West and Spire Storage Salt Plains. Spire Storage West, located in southwestern Wyoming, consists of two storage fields certificated to provide up to 55 Bcf of working gas capacity to customers primarily in the western United States. Spire Storage Salt Plains, located in north central Oklahoma, serves markets in the midcontinent and midwestern United States and is connected to Southern Star Pipeline and Oklahoma Gas Transmission. The facility is authorized to provide up to 17 Bcf of working gas capacity.
The transaction is expected to close in the second half of Spire’s fiscal year 2026. The agreement is subject to customary closing conditions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Greenhill, a Mizuho affiliate, acted as exclusive financial advisor to Spire. Vinson & Elkins LLP served as Spire’s legal counsel. Kirkland & Ellis served as I Squared’s legal advisor.
Spire’s Guidance and Growth Outlook
Spire expects to provide revised 2026 guidance on its second quarter fiscal 2026 earnings call in May. The fiscal 2026 adjusted EPS guidance of $5.25–$5.45 affirmed in February reflects a full year of earnings from Spire Marketing and Spire’s gas storage facilities, and excludes Spire Tennessee.
Spire continues to expect fiscal 2027 adjusted EPS guidance to be in the range of $5.40–$5.60. This reflects the expected sale of Spire Marketing and Spire Storage. It assumes a full year of earnings contributions from Spire Tennessee.
Spire reaffirmed its long-term adjusted earnings per share growth of 5-7% using the original fiscal 2027 adjusted EPS guidance midpoint of $5.75 as a base.
The sales of the gas marketing business and gas storage facilities are subject to regulatory approvals. The sale of Spire Marketing is expected to close in the third fiscal quarter of 2026, and the sale of Spire Storage is expected to close in the second half of fiscal 2026
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 have the honor of serving close to 2 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, Missouri and Tennessee. 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 driving continuous improvement. Learn more at SpireEnergy.com.
About I Squared Capital
I Squared Capital is a leading independent global infrastructure investor dedicated to the mid-market, managing more than $55 billion in assets. Founded in 2012, I Squared has evolved into one of the most diverse infrastructure investors in the world, with investments across power & utilities; transportation & logistics; digital infrastructure; environmental infrastructure; and social infrastructure, providing essential services to millions of people globally. Today, the firm’s portfolio includes over 100 companies operating in more than 115 countries and employing more than 110,000 people. Headquartered in Miami, I Squared has a global team of
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over 360 employees across nine offices in Abu Dhabi, London, Munich, New Delhi, São Paulo, Singapore, Sydney, Taipei and Miami. Learn more at www.isquaredcapital.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Spire’s future operating results may be affected by various uncertainties and risk factors, many of which are beyond the Company’s control, including weather conditions, economic factors, the competitive environment, governmental and regulatory policy and action, and risks associated with acquisitions. More complete descriptions and listings of these uncertainties and risk factors can be found in the Company’s annual (Form 10-K) and quarterly (Form 10-Q) filings with the Securities and Exchange Commission.
This news release includes the non-GAAP financial measures of “adjusted earnings,” and “adjusted earnings per share”. Management also uses these non-GAAP measures internally when evaluating the Company’s performance and results of operations. Adjusted earnings exclude from net income, as applicable, the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities and the largely non-cash impacts of impairments and other non-recurring or unusual items such as certain regulatory, legislative, or GAAP standard-setting actions. The fair value and timing adjustments, which primarily impact the Gas Marketing segment, include net unrealized gains and losses on energy-related derivatives resulting from the current changes in the fair value of financial and physical transactions prior to their completion and settlement, lower of cost or market inventory adjustments, and realized gains and losses on economic hedges prior to the sale of the physical commodity. Management believes that excluding these items provides a useful representation of the economic impact of actual settled transactions and overall results of ongoing operations. These 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.
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