CenterPoint sold its Ohio gas utility for $2.62 billion and got an IOU for $1.2 billion of it

A $2.62 billion sale that settled as a loan

CenterPoint Energy closed the sale of its Ohio gas utility to National Fuel Gas this morning, and the closing filing↗ shows what actually changed hands. Of the $2.62 billion headline price, $1.42 billion arrived in cash, subject to working-capital and capex adjustments ¹. The other $1.20 billion is a promissory note: CenterPoint Energy Resources, the seller, left the table as its buyer's lender ¹. About 54 cents of every deal dollar moved.

The IOU was in the deal from day one

The note was not a closing-day improvisation. National Fuel told the market on 6 November 2025, seventeen days after signing, that a $1.2 billion seller note would finance part of the price, and amended its bank facilities↗ that week to permit defeasance later ⁵. Today's filing↗ fixes the terms: 6.5% per annum, unsecured, due 30 September 2027 ¹⁴.

The covenants cap National Fuel's consolidated debt-to-capitalization at 0.65 to 1.0, the same ratio its $1.3 billion revolver already carries, and the buyer can escape them by depositing principal and interest with a paying agent ¹⁴⁶.

The cash was already spoken for

CenterPoint needs the money now. Its 10-year capital plan was raised to $66.7 billion in July, and it projects 14 gigawatts of new load queued on a 21 GW system peak by 2031, a 65% jump it ties to data-center demand ⁸.

Capital spending has outrun operating cash flow in each of the past eight quarters, $10.3 billion to $4.6 billion ⁹. Ten days ago the Houston electric arm priced $700 million of 5.40% mortgage bonds due 2031↗ for capex and working capital ⁷.

The buyer gets the utility, the seller gets the clock

National Fuel takes a utility serving 335,000 customers that roughly doubles its rate base, while deferring about 46% of the price for a year ³¹. The wait pays CenterPoint about $78 million at 6.5% if the note runs to term, above the 5.40% its own electric utility just paid for five-year secured money ¹⁷.

Chief Executive Jason Wells says the proceeds support the capital plan ². Until then, CenterPoint shareholders carry $1.2 billion of unsecured National Fuel credit ⁴, and National Fuel holders inherit a September 2027 refinancing clock.

September 2027 is the date that matters

Watch whether National Fuel defeases the note with cash or refinances it in the bond market before maturity, and how fast the Houston buildout consumes the $1.42 billion. A cheap refinancing makes the note free money for the buyer; a buildout that outruns the cash makes the 6.5% wait expensive for the seller. The headline says $2.62 billion. The bank statement says $1.42 billion.