Spire Inc. · NYSE:SR
Spire — Merger or Acquisition (July 2025)
13 slides from Spire's merger presentation, Jul 29, 2025
Slide 1: Acquisition of the Piedmont Natural Gas Tennessee LDC business
Acquisition of the Piedmont Natural Gas Tennessee LDC business July 29, 2025
Slide 2: Forward-looking statements and use of non-GAAP measures
Forward-looking statements and use of non-GAAP measures This presentation 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 equi
Slide 3: Acquisition summary
Acquisition summary Acquisition of the Piedmont Natural Gas Tennessee LDC business from Duke Energy for $2.48 billion on a cash-free, debt-free basis; represents 1.5 2026E rate base Strategic acquisition that expands regulated utility footprint Diversifies and de-risks growth in a highly constructi
Slide 4: Strategic rationale
Strategic rationale Expands • Strategic acquisition that expands regulated utility footprint in a high-quality jurisdiction regulated utility • Significantly increases scale of regulated business, adding $1.6 billion1 of rate base and footprint ~205,000 customers • Robust growth of Tennessee Piedmon
Slide 5: Transaction terms
Transaction terms • Acquiring 100% of the Piedmont Natural Gas Tennessee business from Duke Energy Transaction and • $2.48 billion enterprise value on a cash-free, debt-free basis, subject to customary closing purchase price adjustments – Purchase price represents 1.5 2026E rate base • Financing su
Slide 6: Spire's expanded utility footprint
Spire’s expanded utility footprint Kansas City St. Louis MISSOURI Nashville TENNESSEE Birmingham MISSISSIPPI Gas utility territories Spire STL Pipeline ALABAMA Spire MoGas Pipeline Hattiesburg Mobile 6 Spire | Acquisition of the Piedmont Natural Gas Tennessee LDC business | July 29, 2025
Slide 7: Adding a premier gas utility to Spire's portfolio
Adding a premier gas utility to Spire’s portfolio Piedmont Natural Gas serves as the largest investor-owned utility in Tennessee and operates in the Nashville metro area, one of the fastest-growing regions in the U.S. ~$1.6 billion 9.8% | 49.33% Nashville 2026E rate base 1 ROE | Equity layer 1 TENNE
Slide 8: Significantly enhances Spire's scale
Significantly enhances Spire’s scale Piedmont Natural Gas Pro forma Tennessee business Rate base $6.3 billion1 $1.6 billion2 $7.9 billion (+25%) Five-year capital plan $3.5 billion $0.9 billion $4.4 billion (+26%) (2025E-2029E) Customers ~1,741,000 ~205,000 ~1,946,000 (+12%) Miles of pipe ~63,000 ~3
Slide 9: Jurisdictional diversity and utility-focused portfolio
Jurisdictional diversity and utility-focused portfolio Piedmont Natural Gas Tennessee business Mississippi Mississippi 1% 1% Tennessee 19% Utility Alabama 30% Rate base Missouri Alabama Missouri 1 56% by state 69% 24% Marketing Marketing Midstream 6% Midstream 5% 8% 7% Pro forma regulated content in
Slide 10: Nashville is a dynamic metropolitan area
Nashville is a dynamic metropolitan area Population growth 2013-2023 CAGR • The Nashville metro area is amongst the 1.9% fastest growing areas in the U.S., with steady population growth ~3 the national 0.6% average and low unemployment rates supporting continued economic Nashville metro area U.S. a
Slide 11: Supportive regulatory environment
Supportive regulatory environment • Constructive and highly rated regulatory environment – Tennessee ranked “Above Average / 3” by Regulatory Research Associates (RRA) – Strong and established regulatory framework in place to encourage investment in natural gas infrastructure • Supportive business e
Slide 12: Adds to existing, constructive jurisdictions
Adds to existing, constructive jurisdictions Spire Alabama and Tennessee Spire Mississippi Spire Missouri Spire Gulf RRA ranking Above Average / 1 Above Average / 3 Above Average / 3 Average / 2 Rate stabilization and ARM – Rate stabilization Historical test year – Rate setting equalization (RSE) –
Slide 13: Transformative acquisition
Transformative acquisition ✓ Highly strategic acquisition for Spire Increases scale and expands regulated utility footprint in a ✓ high-quality jurisdiction ✓ Shift in business mix provides diversification and lowers risk ✓ Proven track record of gas utility integration ✓ Combined investment opportu