| Item 1.01. |
Entry into a Material Definitive Agreement. |
Purchase and Sale Agreement
On November 1, 2026, DTE Energy Company (“DTE”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Velocity BidCo LLC, a Delaware limited liability company (“Buyer”). Pursuant to the Purchase Agreement, Buyer has agreed to acquire from DTE all of the issued and outstanding equity interests in DTE Energy Resources, LLC (d/b/a DTE Vantage), a Delaware limited liability company and wholly owned subsidiary of DTE (“DTE Vantage”), for a purchase price of $2,970,672,573, subject to certain adjustments based on the levels of cash, debt, working capital, capital expenditures and transaction expenses at closing (the “Transaction”). DTE Vantage is comprised primarily of renewable energy projects that sell electricity and pipeline-quality gas and projects that deliver custom energy solutions to industrial, commercial and institutional customers. Buyer is owned by institutional investors advised by the Global Infrastructure group at J.P. Morgan Asset Management.
On October 30, 2026, the board of directors of DTE unanimously approved the Transaction.
The Purchase Agreement contains customary representations, warranties and covenants. Among other things, DTE has agreed, subject to certain exceptions, to cause DTE Vantage to conduct its business in the ordinary course of business prior to the consummation of the Transaction (the “Closing”) and not take certain actions prior to the Closing without the consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). In addition, the parties agree, subject to certain exceptions, to take actions necessary to obtain all regulatory approvals required to consummate the Transaction, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; receipt of authorization from the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act; the receipt of an advance ruling certificate or, alternatively, both the expiration or termination of any applicable waiting period, waiver and/or confirmation by the Commissioner of Competition of no intent to make an application under Section 92, each under the Competition Act, RSC 1985, c C-34 of Canada; and receipt of a declaratory ruling or an order under Section 70 of the New York Public Service Law.
The consummation of the Transaction is subject to customary closing conditions, including (1) receipt of regulatory approvals referenced above; (2) the absence of any law or order prohibiting the consummation of the Transaction; (3) receipt of specified third-party consents; (4) subject to specified materiality standards, the accuracy of each party’s representations and warranties; (5) each party’s compliance in all material respects with its obligations under the Purchase Agreement; (6) the absence of a material adverse effect with respect to DTE Vantage; and (7) the completion of certain pre-closing internal reorganization steps. The Closing may not occur earlier than December 31, 2026. Buyer’s obligation to consummate the Transaction is not subject to any financing condition. The consummation of the Transaction is currently expected to occur in mid-2027, subject to the satisfaction or waiver (to the extent permissible) of all closing conditions.
The Purchase Agreement contains certain termination rights for Buyer and DTE, including the right to terminate the Purchase Agreement if the Transaction is not consummated by August 1, 2027 (subject to extension for an additional 90 days if the only unsatisfied conditions are the receipt of certain required regulatory approvals, and on a day-by-day basis for certain government closures). The Purchase Agreement also provides that, upon termination of the Purchase Agreement under specified circumstances, Buyer would be required to pay a termination fee of $148,533,628.65 to DTE.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto.
