The acquisition is immediately accretive on a trailing basis but dilutive on a full fiscal year basis due to financing costs. Monitor the next quarterly filing for actual (not pro forma) combined results and any update on the seller note refinancing — the bridge facility commitments remain partially outstanding and will need to be addressed before the September 2027 maturity.
Price Chart
Executive Summary
National Fuel Gas Co. (NFG) completed its $2.62 billion acquisition of CenterPoint Energy's Ohio natural gas LDC, Vectren Energy Delivery of Ohio, on October 1, 2026. The deal was financed through $1.42 billion in cash, a $1.2 billion promissory note to the seller at 6.50% interest, a $350 million private placement of common stock at $79.50/share, and a $1.5 billion senior unsecured note issuance at a 5.10% weighted average rate. Pro forma financials show the acquisition is accretive to basic EPS on a trailing nine-month basis ($6.54 vs. $6.06 standalone) but dilutive on a fiscal 2025 basis ($5.12 vs. $5.73 standalone), reflecting the full-year impact of financing costs.
Key Financial Metrics
Key Facts
- Acquisition of Vectren Energy Delivery of Ohio (CenterPoint Ohio) completed on October 1, 2026 for $2.62 billion
- Consideration: $1.42 billion cash + $1.2 billion seller promissory note at 6.50% interest, maturing September 30, 2027
- Financed via $350M private placement (4,402,513 shares at $79.50), $1.5B senior notes at 5.10% weighted avg rate, and $244M commercial paper draw at 4.45%
- Pro forma basic EPS for nine months ended June 30, 2026: $6.54 (vs. $6.06 standalone NFG) — accretive
- Pro forma basic EPS for year ended September 30, 2025: $5.12 (vs. $5.73 standalone NFG) — dilutive due to full-year financing costs
- Pro forma goodwill of $813 million, including $588.5 million incremental goodwill from the acquisition
- Leverage covenant: Consolidated Indebtedness to Consolidated Capitalization not to exceed 0.65:1.0
- Seller note carries 6.50% interest; notes issued at 5.10% weighted average with 5.36% effective rate
Financial Impact
$2.62 billion acquisition, financed with $1.42B cash, $1.2B seller note at 6.50%, $350M equity at $79.50/sh, and $1.5B notes at 5.10%
Risk Factors
- Integration risk of adding a regulated LDC with different regulatory jurisdiction (PUCO vs. NY PSC)
- Leverage increase: $1.2B seller note + $1.5B notes + $244M CP add ~$2.9B in new debt; covenant test at 0.65x will be tight
- Seller note maturity in 364 days creates refinancing risk; bridge facility commitments may need to be drawn
- Pro forma goodwill of $813M is subject to impairment testing if regulatory outcomes or rate cases disappoint
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-409787 |
| Document: d132008dex101.htm | 0001193125-26-409787 |
| Document: d132008dex992.htm | 0001193125-26-409787 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 15, 2026 12d ago | Press Release | $78.38 | awaiting T+60 | — | $81.54 (+4.03%) |
Oct 14, 2026 13d ago | 8-K | $79.20 | awaiting T+60 | — | $81.54 (+2.95%) |
Oct 12, 2026 15d ago | Institutional Cluster | $79.71 | awaiting T+60 | — | $81.54 (+2.29%) |
Oct 1, 2026 26d ago | 8-K | $76.26 | awaiting T+60 | — | $81.54 (+6.92%) |
Oct 1, 2026 26d ago | Press Release | $76.26 | awaiting T+60 | — | $81.54 (+6.92%) |
Sep 17, 2026 5w ago | Press Release | $79.89 | awaiting T+60 | — | $81.54 (+2.06%) |
Sep 17, 2026 5w ago | Press Release | $79.89 | awaiting T+60 | — | $81.54 (+2.06%) |
Aug 11, 2026 10w ago | 8-K | $81.72 | awaiting T+60 | — | $81.54 (−0.23%) |
Aug 11, 2026 10w ago | 424B5 | $81.72 | awaiting T+60 | — | $81.54 (−0.23%) |
Jul 30, 2026 12w ago | 8-K | $82.47 $80.53 | ▼ −2.35% | ▼ −4.82% | $81.54 (−1.13%) |
US Market Status
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