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NYSE: CNP CENTERPOINT ENERGY INC 8-K

CenterPoint Energy completes $2.62B sale of Ohio gas utility to National Fuel Gas

Filed October 1, 2026 · Period ending October 1, 2026 · ~1 min read

5 key changes 3 high relevance 2 sections

Key Changes

  • high

    CenterPoint Energy completed the sale of Vectren Energy Delivery of Ohio to National Fuel Gas for $2.62 billion, subject to adjustments.

  • high

    The purchase price consists of $1.42 billion in cash paid at closing and a $1.20 billion promissory note issued by the buyer.

  • medium

    The $1.20 billion seller note bears interest at 6.50% per annum and matures on September 30, 2027.

  • medium

    The buyer is subject to a leverage covenant limiting its consolidated debt-to-capitalization ratio to 0.65 to 1.0.

  • high

    Proceeds will help fund CenterPoint's $66.7 billion, 10-year capital plan and infrastructure resiliency efforts.

    Exhibit 99.1 view on EDGAR →

Summary

CenterPoint Energy has closed the sale of its Ohio natural gas distribution business, Vectren Energy Delivery of Ohio, to National Fuel Gas Company for $2.62 billion. The transaction, which received all required regulatory approvals, transfers approximately 5,900 miles of pipeline serving about 335,000 metered customers in West Central Ohio.

The purchase price includes $1.42 billion in cash and a $1.20 billion promissory note bearing 6.50% interest and maturing in September 2027. The note includes a leverage covenant limiting the buyer's debt-to-capitalization ratio to 0.65 to 1.0, with a standard defeasance option. For retail investors, this divestiture is a significant strategic move.

CenterPoint is exiting its Ohio gas operations to focus on its core electric and gas businesses in Texas and Indiana. The proceeds will support the company's $66.7 billion, 10-year capital plan, which aims to enhance infrastructure resiliency and reliability. The seller note provides a fixed-income stream and some credit protection through covenants, though the buyer can defease the covenants by depositing sufficient funds. The transaction reduces CenterPoint's geographic diversification but strengthens its balance sheet and aligns with its long-term growth strategy.

Section-by-Section Diff

Event · Item 2.01 — Completion of Acquisition or Disposition of Assets

~700 words

Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.

2 Added
Added Seller note covenants medium

Added in current filing · verify on EDGAR →

the Borrower may not permit the ratio of its consolidated indebtedness to consolidated capitalization as at the last day of any fiscal quarter to exceed 0.65 to 1.0 (or such other ratio then in effect in the Borrower’s primary credit facility)

The buyer is subject to a leverage covenant limiting its consolidated debt-to-capitalization ratio to 0.65 to 1.0, among other affirmative and negative covenants. This protects CenterPoint as lender by restricting the buyer's financial risk.

Show 1 minor / wording change
Added Covenant defeasance option low

Added in current filing · verify on EDGAR →

The Seller Note permits the Borrower to, at its option, be released from its obligations under the covenants contained in the Seller Note if the Borrower irrevocably deposits with a paying agent an amount sufficient to pay the principal and interest due on the Loan on each applicable interest payment date and the maturity date and delivers specified officer certificates to the Lender.

The buyer can be released from the note's covenants by irrevocably depositing funds sufficient to cover all principal and interest payments with a paying agent. This is a standard covenant defeasance provision that gives the buyer flexibility while protecting CenterPoint's repayment.

Event · Exhibit 99.1

3 Added
Added Assets sold medium

Added in current filing · view on EDGAR →

The assets include approximately 5,900 miles of gas transmission and distribution pipeline serving approximately 335,000 metered customers in West Central Ohio.

The divested business includes roughly 5,900 miles of gas transmission and distribution pipeline serving about 335,000 metered customers in West Central Ohio. This provides scale context for the $2.62 billion transaction.

Added Regulatory approvals medium

Added in current filing · view on EDGAR →

The transaction received all required federal and state approvals necessary to complete the sale, including the completion of a review by the Public Utilities Commission of Ohio.

All required federal and state approvals were obtained, including a completed review by the Public Utilities Commission of Ohio. This removes regulatory uncertainty around the closing.

Show 1 minor / wording change
Added Customer transition low

Added in current filing · view on EDGAR →

National Fuel will immediately assume responsibility for serving CenterPoint’s former Ohio natural gas customers.

National Fuel Gas Company will immediately take over responsibility for serving the former Ohio natural gas customers. This confirms a clean handoff of customer obligations at closing.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 2, 2026 · How we verify