Spire Inc. entered into a Delayed Draw Term Loan Agreement with Bank of Montreal, as administrative agent, BMO Capital Markets Corp., Mizuho Bank Ltd., TD Securities (USA) LLC and U.S. Bank National Association, as joint lead arrangers, joint bookrunners and co-syndication agents, Regions Bank and Wells Fargo Bank, National Association, as co-documentation agents, Bank of America, N.A., as senior managing agent, Royal Bank of Canada, as managing agent, and the banks party thereto (collectively, the ?Banks?). The DDTL Agreement provides for an aggregate $800,000,000 of delayed draw senior unsecured term loan commitments, consisting of (i) a delayed draw term loan tranche A facility in an aggregate principal amount of up to $600,000,000 (the ?Tranche A Facility?) and (ii) a delayed draw term loan tranche B facility in an aggregate principal amount of up to $200,000,000 (the ?Tranche B Facility? and, together with the Tranche A Facility, the ?Facilities?).
On March 26, 2026, the Company notified the Administrative Agent that on March 31, 2026, it will borrow $600,000,000 under the Tranche A Facility and $200,000,000 under the Tranche B Facility, for an aggregate borrowing of $800,000,000. All capitalized terms used in this Item 1.01 but not defined herein shall have the meaning given to them in the DDTL Agreement. The proceeds of the Tranche A Facility, together with cash on hand and in lieu of or in combination with Capital Markets Proceeds, will be used to (a) finance the acquisition by the Company, directly or through subsidiaries or affiliates, of the operations of Piedmont Natural Gas Company Inc. (?Piedmont?) in the Nashville, Tennessee area, pursuant to the Asset Purchase Agreement, dated as of July 27, 2025, between the Company and Piedmont and (b) pay fees, commissions and expenses in connection with the transactions contemplated by the DDTL Agreement.
The outstanding Delayed Draw Term Loan Tranche A Loans are subject to mandatory prepayment, without premium or penalty and on a ratable basis among the Banks, upon (i) the receipt by the Company or its subsidiaries of net cash proceeds from asset sales or other dispositions of property outside the ordinary course of business in excess of $50,000,000 (subject to certain exceptions), (ii) any decrease in the cash consideration payable in respect of the Specified Acquisition, or (iii) the receipt by the Company or its subsidiaries of any Capital Markets Proceeds . The proceeds of the Tranche B Facility will be used for general corporate purposes.
