National Fuel Completes $2.62 Billion Acquisition of CenterPoint’s Ohio Gas Utility

National Fuel Gas Company has completed its $2.62 billion acquisition of CenterPoint Energy’s Ohio natural gas utility, bringing about 335,000 customers in the Dayton and greater Miami Valley region into National Fuel’s regulated utility business.

The closing gives National Fuel a third utility state alongside New York and Pennsylvania and lifts its total utility customer base to about 1.1 million. The acquired business, Vectren Energy Delivery of Ohio, LLC, will be renamed National Fuel Gas Distribution of Ohio, LLC.

National Fuel said in its Oct. 1 closing announcement that the purchase had completed after customary closing conditions were satisfied. The company also said natural gas service will continue without interruption and that customers do not need to take action immediately. Existing billing cycles, payment methods and online account access are set to continue for now.

The acquisition roughly doubles National Fuel’s utility rate base

The Ohio utility serves customers across 16 counties and operates in a neighboring state to National Fuel’s existing utility territory. CenterPoint said the assets include about 5,900 miles of gas transmission and distribution pipeline in West Central Ohio. Approximately 200 employees are joining National Fuel as part of the acquisition.

National Fuel has described the purchase as a major expansion of its regulated operations. When the agreement was announced in October 2025, the company said the Ohio utility had an estimated 2026 rate base of about $1.6 billion and that adding it would roughly double National Fuel’s utility rate base. Management also projected about $900 million of capital spending in the acquired utility over the following five years.

The expansion changes the balance of National Fuel’s business. The company also owns natural gas production, gathering, pipeline and storage operations, so the Ohio utility adds more rate-regulated earnings and cash flow alongside businesses that are more exposed to commodity prices and upstream activity. National Fuel said at signing that the acquired utility was expected to increase regulated earnings immediately, with consolidated adjusted operating results expected to be neutral in fiscal 2028, the first full fiscal year after closing, and accretive thereafter, excluding acquisition-related costs.

Regulatory review was a key closing condition. The Public Utilities Commission of Ohio issued an order on June 24 accepting and approving the acquisition subject to conditions and requirements. The parties had also structured the agreement so the purchase could not close before Oct. 1, 2026 without CenterPoint’s written consent.

National Fuel financed the purchase with cash, debt and equity

The $2.62 billion purchase price is subject to customary adjustments. According to CenterPoint’s Oct. 1 Form 8-K, National Fuel paid $1.42 billion in cash at closing and issued CenterPoint a $1.20 billion promissory note. The seller note has a 364-day term and carries a 6.5% interest rate under the financing structure disclosed when the agreement was signed.

National Fuel had spent much of the past year arranging permanent financing. In December 2025, it raised $350 million through a private placement of roughly 4.4 million common shares at $79.50 each, saying the offering satisfied the equity component it expected to need for the acquisition. The company then issued $1.5 billion of senior unsecured notes in June 2026 across three-, five- and ten-year maturities.

National Fuel said the June debt issuance would fund part of the CenterPoint purchase and help refinance $300 million of existing 5.50% notes that had been due in October 2026. By the end of June, the company said proceeds from the equity and long-term debt financings had reduced its acquisition term-loan commitments to zero. It still expected to use cash on hand plus commercial paper or other short-term borrowings at closing, while the $1.2 billion seller note would remain outstanding until its scheduled maturity unless refinanced earlier.

The funding structure matters because the acquisition is large relative to National Fuel’s existing regulated business. Management has repeatedly said it intends to preserve an investment-grade credit profile, and its original financing plan targeted debt-to-EBITDA of about 2.5 to 3.0 times and funds from operations to net debt above 30% by the end of the fiscal year following the closing. Those targets remain management objectives rather than guaranteed outcomes.

CenterPoint is recycling the proceeds into its remaining utility footprint

For CenterPoint, the closing continues a portfolio reshaping that concentrates capital on its remaining regulated electric and natural gas systems. The company now operates in Indiana, Minnesota and Texas and says it serves nearly 7 million metered customers across those states.

CenterPoint said the Ohio sale proceeds will support the funding of its $66.7 billion, 10-year capital plan. At the time the sale was announced, management described the Ohio divestiture as a way to recycle more than $2 billion into its other utility businesses. The company’s Oct. 1 filing confirms that it received the $1.42 billion cash portion at closing and now holds the $1.20 billion seller note issued by National Fuel.

The sale also transfers day-to-day responsibility for the Ohio utility immediately. National Fuel is now the owner and operator, while CenterPoint no longer includes the business in its continuing utility footprint. National Fuel has emphasized continuity for customers during the transition, with no immediate changes to service, billing cycles or existing payment methods.

The next financing milestone sits with National Fuel rather than with the Ohio utility’s customers. The $1.2 billion seller note matures 364 days after closing, and National Fuel has said it expects to refinance that obligation with longer-term funding on or before maturity. How quickly the company reduces short-term acquisition financing, and how the new Ohio utility performs against National Fuel’s regulated investment expectations, will determine how the $2.62 billion purchase changes the group’s financial profile beyond the initial increase in customer and rate-base scale.