Spire (NYSE: SR) exits gas storage, sells assets to I Squared Capital
Rhea-AI Filing Summary
Spire Inc. has completed the sale of its natural gas storage businesses in Wyoming and Oklahoma to an affiliate of I Squared Capital. The transaction transfers Spire Storage West and Spire Storage Salt Plains to a new portfolio company, Bear River Midstream.
Under the Membership Interest Purchase Agreement, total consideration is described as $657 million, including $607 million in cash at closing and $50 million of deferred consideration. In the related press release, Spire highlights $600 million in cash at closing plus a $50 million fixed deferred payment to be received in fiscal 2027, for stated consideration of $650 million.
Spire plans to use the net proceeds for general corporate purposes, including supporting its regulated natural gas utility operations, capital investment plan and debt reduction, and to help fund its previously completed acquisition of the Piedmont Natural Gas Tennessee business. The divested storage assets provide up to 55 Bcf of working gas capacity in Wyoming and up to 17 Bcf in Oklahoma.
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Insights
Spire monetizes storage assets, reinforcing focus on regulated utilities.
Spire has closed the sale of its Spire Storage businesses to an affiliate of I Squared Capital, with total consideration described as $657 million in the agreement summary and $650 million in the press release. Cash at closing is framed as $607 million in one description and $600 million in another, plus a $50 million deferred component.
The company states that net proceeds will support its regulated natural gas utility operations, capital investment plan and debt reduction, and help fund the Piedmont Natural Gas Tennessee acquisition that closed on March 31, 2026. Strategically, this moves the portfolio away from midstream storage and toward core regulated distribution.
The divested assets include up to 55 Bcf of working gas capacity in Wyoming and 17 Bcf in Oklahoma, highlighting that a meaningful non‑regulated business has been sold. Actual financial impact on earnings and rate base will depend on how quickly proceeds are deployed and future regulatory treatment, which will be clarified in subsequent filings.
8-K Event Classification
Key Figures
Key Terms
Membership Interest Purchase Agreement financial
HSR Act regulatory
Regulation FD regulatory
forward-looking statements regulatory
working gas capacity technical
deferred consideration 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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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 2.01 Completion of Acquisition or Disposition of Assets.
On June 30, 2026, Spire Inc. (the “Company”) completed the previously announced transaction (the “Transaction”) pursuant to that certain Membership Interest Purchase Agreement, dated as of April 14, 2026, by and between Spire Midstream LLC, a wholly owned subsidiary of the Company (the “Seller”), and Subterra Energy Borrower, LLC, a Delaware limited liability company and an affiliate of I Squared Capital (the “Buyer”), as successor in interest to Subterra Energy Holdings, LLC, a Delaware limited liability company and the direct parent entity of Buyer (the “Agreement”).
The Transaction resulted in the sale of all of the issued and outstanding membership interests of Belle Butte LLC, which directly owns Spire Storage West LLC and Spire Storage Salt Plains LLC, for total consideration of $657 million, consisting of $607 million payable in cash at closing (subject to customary price adjustments set forth in the Agreement) and $50 million of deferred consideration payable on or before September 30, 2027.
The Company previously disclosed the entry into the Agreement in its Current Report on Form 8-K filed on April 15, 2026.
The Company intends to use the net proceeds from the Transaction for general corporate purposes, including supporting its regulated natural gas utility operations, capital investment plan and debt reduction.
The Transaction was completed following the satisfaction or waiver of customary closing conditions, including the receipt of required regulatory approvals (including expiration of the applicable waiting period under the HSR Act).
The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Form 8-K filed on April 15, 2026, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 30, 2026, Spire issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 (including Exhibit 99.1) is furnished and 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 of Spire under the Securities Act or the Exchange Act.
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 Borrower, LLC |
99.1 |
Press Release, dated June 30, 2026, issued by Spire Inc. |
104 |
Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101). |
*previously disclosed
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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Date: |
June 30, 2026 |
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/s/ Adam Woodard |
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Adam Woodard Executive Vice President and Chief Financial Officer |
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Investor Contact:
Media Contact: Jason.Merrill@SpireEnergy.com |
For Immediate Release
Spire completes sale of natural gas storage businesses to
I Squared Capital for $650 million
ST. LOUIS (June 30, 2026) – Spire Inc. (NYSE: SR) today announced it has completed the sale of its natural gas storage businesses in Wyoming and Oklahoma (“Spire Storage”) to I Squared Capital, effective June 30, 2026, for $650 million.
Spire Storage employees and customers will become part of the new I Squared portfolio company Bear River Midstream LLC.
Total consideration for the transaction consists of $600 million in cash received at closing and a $50 million fixed, non-contingent deferred payment to be received in Spire’s fiscal year 2027.
Proceeds from the transaction help fund Spire’s previously completed acquisition of the Piedmont Natural Gas Tennessee business, which closed on March 31, 2026.
“This closing marks an important milestone for Spire as we continue to sharpen our focus on our core regulated utility business,” said Scott Doyle, president and chief executive officer of Spire. “We’re proud of the strong storage platform we built and are grateful to the employees who contributed to its success and the overall success of Spire. With this transaction complete, we’ve further enhanced our financial position and are well positioned to deliver long-term, sustainable value for our customers and shareholders.”
“With Bear River Midstream, we plan to enhance operational capabilities and pursue expansion opportunities that meet the increasing market demand for energy storage across the Western and Mid-Continent regions,” said Scott Smith, chief executive officer of Bear River Midstream and former president of Spire Storage. “We are happy to provide our customers a seamless transition because the same operations and service teams customers already know will continue working with the company.”
The former Spire Storage business includes two storage fields in southwestern Wyoming and another in north central Oklahoma. In Wyoming, the natural gas storage assets are certificated to provide up to 55 Bcf of working gas capacity to customers primarily in the western United States. In Oklahoma, the storage asset markets in the midcontinent and midwestern United States and is connected to Southern Star Pipeline and Oklahoma Gas Transmission. That facility is authorized to provide up to 17 Bcf of working gas capacity.
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.
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About Spire
At Spire (NYSE: SR), our vision is to deliver a stronger energy future as an industry-leading natural gas provider. We safely and reliably serve the natural gas needs of close to 2 million homes and businesses through gas utilities in Alabama, Mississippi, Missouri and Tennessee, making us one of the largest publicly traded natural gas companies in the country. 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 over $60 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 worldwide. Today, the portfolio includes over 100 companies operating in more than 70 countries. Headquartered in Miami, the firm has offices in Abu Dhabi, London, Munich, New Delhi, São Paulo, Singapore, Sydney and Taipei. Learn more at www.isquaredcapital.com.
About Bear River Midstream
Bear River Midstream is a midstream energy company delivering safe and reliable natural gas storage across the Western and Mid-Continent United States. Backed by I Squared Capital and led by an experienced midstream energy team, the company’s strategically located storage assets help balance supply and demand to ensure energy is available when customers need it most. Bear River Midstream serves utilities, pipelines, power generators, industrial customers and energy producers across key U.S. markets. Learn more at www.brmidstream.com.
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