Duke Energy has announced an agreement to sell its Piedmont Natural Gas Tennessee local distribution company business to Spire Inc. for $2.48 billion in cash. The transaction is expected to close in the first quarter of 2026, pending regulatory approval by the Tennessee Public Utility Commission and the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.
The sale price reflects a 1.8x multiple of 2024 year-end rate base and a 24x multiple of 2024 earnings, which Duke Energy describes as a significant premium compared to its common stock. Of the proceeds, approximately $800 million will be used to offset debt at Piedmont Natural Gas, maintaining its capital structure. Duke Energy plans to use existing tax credits to offset most of the cash taxes from the transaction. The remaining net proceeds, estimated at $1.5 billion, will support Duke Energy’s five-year capital plan totaling $83 billion, focused on energy modernization investments.
“The transaction allows us to efficiently fund accelerating investment opportunities driven by record customer growth and a deepening economic development pipeline,” said Harry Sideris, Duke Energy president and chief executive officer. “We’re confident Spire will support the continued growth and success of the Tennessee natural gas business and serve as an incredible operator for the benefit of employees, customers and communities.”
Sideris added, “I want to thank our customers and the Nashville community for allowing us to serve as their trusted energy partner, regional supporter and neighbor for more than 40 years. I also want to recognize the entire Piedmont Natural Gas team who support the Tennessee business for their unwavering commitment to our customers, operational excellence and industry-leading service. They have set the bar for what it means to be a best-in-class natural gas business and will continue to do so for many years to come.”
The agreement includes nearly 3,800 miles of distribution and transmission pipelines and a liquefied natural gas facility serving about 205,000 customers in Tennessee. Primary operations will remain in Greater Nashville, with Duke Energy employees supporting this business moving over to Spire after closing.
“This acquisition is a natural fit for Spire, allowing us to expand our core utility business and increase our utility customer base to nearly two million homes and businesses,” said Scott Doyle, president and chief executive officer of Spire. “We look forward to serving customers in the Nashville area and safely delivering the energy they need.”
Doyle stated that Duke Energy and Piedmont Natural Gas share Spire’s focus on safety and community service.
“We’re eager to build on the foundation of exceptional customer service and community engagement that Piedmont Natural Gas customers in Tennessee have enjoyed for years,” said Doyle. “We look forward to welcoming their employees and customers, and becoming an active participant in the growing Nashville business community.”
JP Morgan Securities LLC and RBC Capital Markets LLC acted as financial advisors for Duke Energy during this transaction; Skadden, Arps, Slate, Meagher & Flom LLP served as transactional legal advisor with additional regulatory legal support from McGuireWoods and Holland & Knight.
Duke Energy continues investing in electric grid upgrades along with cleaner generation sources such as natural gas, nuclear power, renewables, and energy storage.
Piedmont Natural Gas distributes natural gas across North Carolina, South Carolina, and Tennessee with over 1.2 million residential, commercial, industrial, and power generation customers.
Spire Inc., serving about 1.7 million homes primarily in Alabama, Mississippi, Missouri through its utilities division prior to this deal (https://www.spireenergy.com/), aims at further expansion through infrastructure investment.
The completion of this transaction remains subject to customary closing conditions including regulatory approvals.
