National Fuel Gas Co. Completes CenterPoint Ohio Acquisition; $1.2B Seller Note

What Happened

• National Fuel Gas Co. (NFG) filed an 8-K on October 1, 2026, announcing the closing of its acquisition of CenterPoint Ohio. CenterPoint Ohio is now a wholly owned subsidiary of NFG. The Purchase Price was paid with $1.42 billion in cash and a $1.20 billion promissory note issued to the seller under a Seller Note Agreement dated October 1, 2026.

Key Details

• Seller Note Agreement establishes an unsecured term loan (the “Seller Note Facility”) for $1.20 billion maturing September 30, 2027.
• Borrowings under the Seller Note bear interest at 6.5% per annum.
• The agreement includes customary representations and covenants, including limits on mergers, asset sales, liens and a covenant that NFG’s debt-to-capitalization ratio must not exceed 0.65 at the last day of any fiscal quarter (or the ratio then in its primary credit facility).
• The note contains specified events of default with lender remedies (including acceleration) and a defeasance option that allows NFG to deposit funds to pay principal and interest to be released from covenant obligations.
• The company issued a press release about the closing (filed as Exhibit 99.1).

Why It Matters

• The transaction adds CenterPoint Ohio to NFG’s consolidated business and creates a new $1.20 billion direct financial obligation carrying a 6.5% interest cost.
• The short-term maturity (Sept 30, 2027) and covenants could affect NFG’s near-term financing flexibility and leverage profile; the debt-to-capitalization covenant and other restrictions may limit certain corporate actions until satisfied or defeased.
• Investors should note the cash outlay ($1.42B) plus the promissory note size when assessing balance sheet and liquidity impacts; the filing does not include pro forma financial results for CenterPoint Ohio in this 8-K.