How much is CenterPoint receiving, and when?

The purchase price is $2.62 billion. About $1.42 billion is paid in cash at closing, expected in Q4 2026, subject to working capital, regulatory asset and liability, and capex adjustments. The remaining $1.2 billion is a seller note issued by National Fuel at closing that matures 364 days later, expected in 2027.

What is the seller note and why does it matter?

The seller note is a $1.2 billion, 364-day promissory note bearing 6.5% annual interest, payable quarterly in cash. It effectively extends a credit exposure to National Fuel Gas for about one year. Management says the interest income should reduce the earnings impact during the transition period. The loan cannot be prepaid without CenterPoint's consent, and events of default include a change of control of the borrower and a default on other material debt.

What could prevent or delay the deal from closing?

Closing requires expiration or termination of the HSR waiting period and completion of a notice filing and review with the Public Utilities Commission of Ohio, plus customary representation and covenant conditions. The deal is not subject to a financing condition. The agreement has an inside date of October 1, 2026, and can be extended to 18, 21, or 24 months after signing under specified conditions. A termination fee is payable by the buyer in certain breach or regulatory-restraint scenarios.

Is the sale dilutive or accretive to CenterPoint's earnings?

Management describes the transaction as accretive. The filing does not provide a quantified EPS impact. Management indicates that interest income from the seller note is expected to reduce the earnings impact during the transition. Proceeds are to be reinvested in higher-growth electric and natural gas investments, which management says will support its 9% 2025 non-GAAP EPS growth target and long-term EPS targets through 2035.

Why is CenterPoint selling its Ohio gas business?

Management says the sale lets CenterPoint optimize its utility portfolio and recycle capital, reprioritizing investments toward a more focused, multi-state electric and natural gas footprint in Texas, Indiana, and Minnesota. It cites a track record of gas LDC divestitures, including Louisiana and Mississippi, as part of its strategy to fund its $65 billion capital plan.

CNP 8-K: Material Agreements & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed October 21, 2025. Cited figures are marked; the original filing is the authoritative source.

CenterPoint Energy (CNP) has agreed to sell its Ohio natural gas local distribution company, Vectren Energy Delivery of Ohio, LLC (VEDO), to National Fuel Gas Company (NFG) for $2.62 billion^a under a Securities Purchase Agreement signed October 20, 2025.

The price equals roughly 1.9x 2024 Ohio LDC rate base and covers about 5,900 miles of transmission and distribution pipeline serving approximately 335,000 metered customers. Of the total, $1.42 billion^b is payable in cash at closing, subject to adjustments for working capital, regulatory assets and liabilities, and capital expenditures. The remaining $1.2 billion is a 364-day seller promissory note at 6.5% interest, issued by the buyer at closing and repayable in 2027.

Management expects net proceeds of about $2.4 billion^c and describes the deal as accretive. Closing is expected in Q4 2026 and is conditioned on HSR clearance and a notice filing with the Public Utilities Commission of Ohio. The deal has no financing condition and carries an October 1, 2026 inside date.

For investors, the transaction is a portfolio-recycling move that management says will free capital for its electric and natural gas businesses in Texas, Indiana and Minnesota, supporting a $65 billion^d capital plan. Management reiterated its 9% non-GAAP EPS growth target for 2025 and its long-term EPS targets through 2035. The seller note structure defers roughly 45% of proceeds into 2027 and adds a credit exposure to National Fuel.

Its 6.5% interest income is expected to partly offset the earnings dilution from losing the Ohio LDC's earnings during the transition. The filing also includes forward-looking risk factors, including regulatory timing, closing conditions, and transition disruption.

Note that the filing's inside date of October 1, 2026 and expected Q4 2026 closing are measured against the filing's own timeline. This summary reflects the October 2025 disclosures only and does not capture any later regulatory or closing developments.

02—Key points

Key Highlights

Sale price of $2.62 billion for 100% of VEDO, about 1.9x 2024 Ohio LDC rate base, with ~5,900 miles of pipeline and ~335,000 metered customers in West Central Ohio.
Payment structure: $1.42 billion in cash at closing (expected Q4 2026) plus a $1.2 billion 364-day seller note bearing 6.5% interest, repayable in 2027.
Management expects net proceeds of about $2.4 billion and characterizes the transaction as accretive.
Closing conditions include HSR waiting period expiration and a PUCO notice filing and review; the deal has no financing condition, and the inside date is October 1, 2026.
Capital recycling: proceeds are intended to fund growth in the electric and natural gas businesses within a $65 billion capital plan.
Seller note covenants include a maximum consolidated debt-to-capitalization ratio of 0.65 to 1.0 for the buyer, along with lien, merger, and disposition restrictions.
Management reiterated its non-GAAP EPS growth rate of 9% for 2025 and long-term EPS targets through 2035.

03—Questions

Frequently Asked Questions

How much is CenterPoint receiving, and when?
The purchase price is $2.62 billion. About $1.42 billion is paid in cash at closing, expected in Q4 2026, subject to working capital, regulatory asset and liability, and capex adjustments. The remaining $1.2 billion is a seller note issued by National Fuel at closing that matures 364 days later, expected in 2027.
What is the seller note and why does it matter?
The seller note is a $1.2 billion, 364-day promissory note bearing 6.5% annual interest, payable quarterly in cash. It effectively extends a credit exposure to National Fuel Gas for about one year. Management says the interest income should reduce the earnings impact during the transition period. The loan cannot be prepaid without CenterPoint's consent, and events of default include a change of control of the borrower and a default on other material debt.
What could prevent or delay the deal from closing?
Closing requires expiration or termination of the HSR waiting period and completion of a notice filing and review with the Public Utilities Commission of Ohio, plus customary representation and covenant conditions. The deal is not subject to a financing condition. The agreement has an inside date of October 1, 2026, and can be extended to 18, 21, or 24 months after signing under specified conditions. A termination fee is payable by the buyer in certain breach or regulatory-restraint scenarios.
Is the sale dilutive or accretive to CenterPoint's earnings?
Management describes the transaction as accretive. The filing does not provide a quantified EPS impact. Management indicates that interest income from the seller note is expected to reduce the earnings impact during the transition. Proceeds are to be reinvested in higher-growth electric and natural gas investments, which management says will support its 9% 2025 non-GAAP EPS growth target and long-term EPS targets through 2035.
Why is CenterPoint selling its Ohio gas business?
Management says the sale lets CenterPoint optimize its utility portfolio and recycle capital, reprioritizing investments toward a more focused, multi-state electric and natural gas footprint in Texas, Indiana, and Minnesota. It cites a track record of gas LDC divestitures, including Louisiana and Mississippi, as part of its strategy to fund its $65 billion capital plan.

04—Continue

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