National Fuel to Acquire CenterPoint's Ohio Natural Gas Utility Business

Core Viewpoint - National Fuel Gas Company has announced a definitive agreement to acquire CenterPoint Energy Resources Corp.'s Ohio natural gas utility business for $2.62 billion, significantly expanding its regulated assets and cash flow in a favorable regulatory environment [1][2][3] Acquisition Details - The acquisition involves the equity interests in CNP Ohio for a total consideration of $2.62 billion on a cash-free, debt-free basis, representing an acquisition multiple of approximately 1.6x the estimated 2026 rate base of $1.6 billion [2] - National Fuel will acquire a team operating approximately 5,900 miles of pipeline and serving around 335,000 customers consuming approximately 60 Bcf of natural gas annually [2] - The transaction is expected to close in the fourth quarter of calendar 2026, pending regulatory approvals [2] Strategic and Financial Benefits - The acquisition will double National Fuel's gas utility rate base to approximately $3.2 billion, serving about 1.1 million customers across New York, Pennsylvania, and Ohio [6] - Ohio's regulatory framework is supportive of natural gas infrastructure improvements, allowing for timely recovery of capital investments [6] - The ability to reinvest free cash flow from upstream operations into regulated growth is expected to enhance long-term earnings and shareholder value [6][15] Financing Structure - National Fuel has secured a fully committed bridge facility for the entire purchase price, supported by The Toronto-Dominion Bank and Wells Fargo Bank [9] - At closing, a promissory note of $1.2 billion will be issued to CERC, with the remainder paid in cash [10] - The financing mix will include approximately $300 to $400 million of common equity, long-term debt, and future free cash flow, aimed at maintaining a strong credit profile [11][15] Stakeholder Benefits - The acquisition is expected to be immediately accretive to National Fuel's regulated earnings per share, enhancing the long-term outlook for regulated earnings growth and supporting the company's dividend history [15][7] - National Fuel will continue to provide reliable service at fair prices to CNP Ohio's customers, leveraging the existing workforce for operational performance [15]