Business Context and Reporting Period
Company: Spire Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 17, 2025
Event: Entry into a Material Definitive Agreement regarding a private placement of senior notes by Spire Tennessee Inc., a wholly owned subsidiary.
Key Financial Metrics
This filing details a debt financing transaction rather than operational performance metrics. Specific revenue, profit, cash flow, or margin data are not provided in this document.
- Total Debt Issuance: $825,000,000 principal amount of Series 2026 Senior Notes.
- Structure: Five tranches with maturities ranging from 2029 to 2038.
- Interest Rates (Base Scenario): Ranges from 4.59% to 5.44% per annum if closing occurs on or prior to March 31, 2026.
- Security Status: Senior unsecured obligations of Spire Tennessee Inc.
Material Changes and Transaction Details
On December 17, 2025, Spire Tennessee Inc. entered into a Master Note Purchase Agreement (MNPA) to issue the Senior Notes in a private placement exempt from registration. The transaction is subject to an "Acquisition Condition" and must close on or before June 30, 2026.
| Tranche | Principal Amount | Maturity Date | Base Interest Rate |
|---|---|---|---|
| Tranche A | $130,000,000 | April 1, 2029 | 4.59% |
| Tranche B | $160,000,000 | April 1, 2031 | 4.77% |
| Tranche C | $105,000,000 | April 1, 2033 | 5.01% |
| Tranche D | $250,000,000 | April 1, 2036 | 5.29% |
| Tranche E | $180,000,000 | April 1, 2038 | 5.44% |
Note: Interest rates increase by 2 to 6 basis points depending on the closing date between April 1, 2026, and June 30, 2026.
Guidance, Outlook, and Risks
Use of Proceeds: The filing states that proceeds will be applied as set forth in the "Use of Proceeds" section of the Investor Presentation delivered to Purchasers; specific allocation details are not included in this text.
Conditions and Risks:
- Closing Condition: The sale is contingent upon the satisfaction of an "Acquisition Condition" defined in the MNPA.
- Timing Risk: The transaction must close by the "Outside Date" of June 30, 2026.
- Rate Risk: Final interest rates are variable based on the specific closing date within the allowed window.
Investor Verification Checklist
- Verify the specific definition and status of the "Acquisition Condition" required for closing.
- Review the "Use of Proceeds" section in the Investor Presentation to understand the strategic purpose of the $825 million capital raise.
- Confirm the final closing date to determine the exact interest rates applicable to each tranche.
- Assess the impact of the new debt on Spire Tennessee's leverage ratios and credit profile.