XML 50 R30.htm IDEA: XBRL DOCUMENT v3.25.3
Business Combinations
 12 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Business Combination

18. BUSINESS COMBINATIONS

On January 19, 2024, a subsidiary in Spire’s Midstream segment acquired MoGas, an interstate natural gas pipeline, and Omega Pipeline, a connected gas distribution system in Missouri. MoGas interconnects with Spire STL Pipeline and other regional pipelines to deliver gas to Spire Missouri’s growing customer base in St. Charles, Franklin, and western St. Louis counties, among other utility, municipal, industrial and commercial customers. Omega owns and operates an approximately 75-mile natural gas distribution system within Fort Leonard Wood in south-central Missouri and is interconnected with the MoGas system. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The $176.1 purchase price was allocated almost entirely to property, plant and equipment based on their estimated fair value at the acquisition date and recorded as non-utility property in the consolidated balance sheet. The operating revenues and operating income of MoGas and Omega were not material to Spire’s consolidated results for the years ended September 30, 2025 or 2024.

Pending Acquisition

On July 27, 2025, Spire entered into an agreement with Piedmont Natural Gas, a wholly-owned subsidiary of Duke Energy, to acquire its Tennessee natural gas business. The purchase price is $2.48 billion in cash, subject to customary adjustments, including adjustments for net working capital, regulatory assets and liabilities, and capital expenditures at closing.

The acquisition is supported by a fully committed senior unsecured bridge facility, entered into on August 22, 2025, provided by a syndicate of banks led by BMO Capital Markets. The facility provides up to $2.48 billion in committed financing, consisting of a $1.88 billion bridge term loan and a $600 million delayed draw term loan. The loans bear interest at Adjusted Term SOFR plus 1.375% or Base Rate plus 0.375%, and mature 364 days after funding. As of September 30, 2025, the facility remains undrawn, and Spire does not currently anticipate drawing on it. The Company expects to permanently finance the transaction through a balanced mix of debt, equity, and hybrid securities.

In connection with the financing plan, Spire is considering selling its natural gas storage facilities, Spire Storage West LLC and Spire Storage Salt Plains LLC, to help fund the acquisition. The sale would be subject to board approval and customary closing conditions, including regulatory approval.

The Company expects the acquisition to significantly increase Spire’s scale of regulated business in one of the fastest growing regions in the U.S., expand regulatory diversity and provide accretive earnings and supports dividend growth. Upon closing, Piedmont’s Tennessee business will operate as Spire Tennessee.

The transaction is expected to close in the first quarter of calendar 2026, subject to customary closing conditions, including approval by the TPUC. On October 31, 2025, FERC approved the transfer of gas supply contracts to Spire. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired without objection, satisfying one of the key regulatory requirements for the transaction.