DTE ENERGY CO (Form: 8-K, Received: 10/18/2019 06:10:58)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 18, 2019

Commission File Number: 1-11607



Michigan		38-3217752
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

Registrant address of principal executive offices: One Energy Plaza, Detroit, Michigan 48226-1279

Registrant telephone number, including area code: (313) 235-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol(s)	Name of Exchange on which Registered
Common stock, without par value	DTE	New York Stock Exchange

2012 Series C 5.25% Junior Subordinated Debentures due 2062	DTQ	New York Stock Exchange

2016 Series B 5.375% Junior Subordinated Debentures due 2076	DTJ	New York Stock Exchange

2016 Series F 6.00% Junior Subordinated Debentures due 2076	DTY	New York Stock Exchange

2017 Series E 5.25% Junior Subordinated Debentures due 2077	DTW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On October 17, 2019, DTE Energy Company (DTE Energy) entered into an agreement with Momentum Midstream and Indigo Natural Resources to acquire a gathering system in the Haynesville shale formation of Louisiana for a purchase price of $2.25 billion, plus a $400 million milestone payment upon completion of the gathering pipeline in the second half of 2020.

Completion of the acquisition is subject to various customary conditions, including, among others, the expiration or termination of the applicable Hart-Scott-Rodino Act waiting period.

Item 9.01. Financial Statements and Exhibits.



99.1		Press Release of DTE Energy Company dated October 18, 2019.
99.2		Slide Presentation of DTE Energy Company dated October 18, 2019.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements:

This Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. It should be read in conjunction with the “Forward-Looking Statements” section in DTE Energy's and DTE Electric Company's (DTE Electric) 2018 Form 10-K and 2019 Forms 10-Q (which sections are incorporated by reference herein), and in conjunction with other SEC reports filed by DTE Energy and DTE Electric that discuss important factors that could cause DTE Energy's and DTE Electric's actual results to differ materially. DTE Energy and DTE Electric expressly disclaim any current intention to update any forward-looking statements contained in this report as a result of new information or future events or developments.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: October 18, 2019

	DTE ENERGY COMPANY (Registrant)

	/s/Peter B. Oleksiak Peter B. Oleksiak Senior Vice President and Chief Financial Officer

DTE Midstream, a non-utility business of DTE Energy, expands growth platform with acquisition of high-quality midstream assets

Assets in Louisiana’s highly-economic Haynesville shale basin will enhance DTE Midstream’s business and provide access to growing Gulf Coast markets

Immediate and highly accretive transaction accelerates achievement of DTE Midstream’s five-year investment plan

Strong returns, backed by long-term contracts with experienced, well-capitalized producer

DTE reaffirms commitment to long-term business mix of 70-75% utility

DTE to host investor conference call today at 8:30 a.m. ET

DETROIT, Oct. 18, 2019 – DTE Midstream, a non-utility business of DTE Energy (NYSE: DTE), today announced it entered into an agreement to acquire a gathering system and gathering pipeline in the Haynesville shale formation of Louisiana for a purchase price of $2.25 billion in cash, plus a $400 million milestone payment upon completion of the gathering pipeline in the second half of 2020. Under the terms of the agreement, DTE will acquire 100 percent of the assets from Momentum Midstream and Indigo Natural Resources, the primary gas producer supplying the system. Assets that are part of the acquisition include an existing gathering system and a 150-mile gathering pipeline under construction, which will be in service in the second half of 2020. The primary assets gather natural gas produced in the Haynesville shale basin and access multiple major downstream pipelines, including those serving the Gulf Coast.

“DTE’s non-utility operations continue to grow, perform well and fit nicely into our planned utility and non-utility mix,” said Jerry Norcia, president and CEO of DTE Energy. “This acquisition significantly enhances the strength and diversity of DTE Midstream, adding premium assets in one of the fastest growing and best positioned U.S. shale formations. The successful operation of the Link asset, also purchased from Momentum, demonstrates the operating expertise and value creation DTE Midstream brings to this new system. In addition, the company gains a strong commercial partner in Indigo, one of the nation’s largest private natural gas producers supplying the rapidly growing demand in the Gulf Coast region.

“This acquisition is highly accretive, has world-class resources, has excellent access to large markets, and is in the early- to mid-cycle development phase. It checks all of our boxes,” Norcia added.

Strategic and Financial Benefits

Assets in Louisiana’s highly-economic Haynesville shale basin will enhance DTE Midstream’s business and provide access to growing Gulf Coast markets. The assets serve multiple markets, including Louisiana, the nation’s third largest natural gas consumer, and the growing Gulf Coast where demand for natural gas is rapidly increasing in the power, industrial and LNG export sectors. Furthermore, they are strategically located to meet this increasing demand given their proximity and access to multiple major downstream pipelines with bi-directional capability. DTE has a proven track record of creating value in multiple basins starting more than 30 years ago in the Michigan producing basins, then the Texas Barnett Shale and more recently in the Appalachian basin. Haynesville provides the next opportunity for DTE to create significant value with its midstream assets in a very high-quality basin.

Highly and immediately accretive transaction solidifies earnings growth and accelerates achievement of DTE Midstream’s five-year investment plan. The transaction, at a project level, is immediately $0.15 accretive to operating earnings per share in 2020, growing to $0.45 per share over five years with a strong cash flow profile.

Strong returns, backed by long-term contracts and strong credit provisions, with an experienced producer. Through this acquisition, DTE Midstream is investing in economically strong and strategically situated assets that are supported by long-term contracts. The acquired assets are fully contracted with a remaining tenor of 13.5 years for the existing gathering system and a 10-year contract for the large diameter gathering pipeline that is currently under construction. Strong credit provisions are incorporated into the agreement that position Indigo, the system’s primary customer, with a strong balance sheet. Indigo is one of the largest private producers in the U.S., and the largest natural gas producer in Louisiana. It is an independent exploration and production company solely focused on production in the Haynesville basin.

DTE reaffirms commitment to long-term business mix of 70-75% utility. DTE Energy’s plan has been to invest $4 billion-$5 billion in the DTE Midstream business from 2019-2023; this acquisition is in line with that plan. Capital investments for the five-year period between 2019 and 2023 will be accelerated, solidifying more than half of DTE Midstream’s five-year investment plan.

The transaction has been approved by DTE Energy’s Board of Directors and is expected to close in the fourth quarter of 2019, subject to customary closing conditions and regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Barclays is serving as financial advisor to DTE Energy. Shearman & Sterling LLP are serving as legal counsel to DTE Energy, with Dechert LLP assisting with DTE Energy’s Hart Scott Rodino filing. Jefferies and Credit Suisse are serving as financial advisors to Momentum. Vinson & Elkins is serving as legal counsel to Momentum, and Kirkland & Ellis as legal counsel to Indigo.

Conference Call and Webcast

DTE will host a conference call today at 8:30 a.m. ET to discuss the acquisition.

Investors, the news media and the public may listen to a live internet broadcast of the call at dteenergy.com/investors. The telephone dial-in number in the U.S. and Canada toll free is: (800) 367-2403 or international toll: (334) 777-6978. The passcode is 5773120. The webcast will be archived on the DTE Energy website at dteenergy.com/investors.

DTE Midstream is the energy industry’s trusted natural gas storage, pipeline and gathering provider across the Midwest, Appalachia, Northeast and Ontario. The company develops and constructs tailored infrastructure solutions for customers in order to achieve reliable, safe and cost-effective transport and storage of natural gas. DTE Midstream operates highly reliable assets with one of the best safety records in the industry, while always seeking the best value solution for its customers.

DTE Energy (NYSE: DTE) is a Detroit-based diversified energy company involved in the development and management of energy-related businesses and services nationwide. Its operating units include an electric company serving 2.2 million customers in Southeast Michigan and a natural gas company serving 1.3 million customers in Michigan. The DTE portfolio includes energy businesses focused on power and industrial projects; renewable natural gas; natural gas pipelines, gathering and storage; and energy marketing and trading. As an environmental leader, DTE utility operations will reduce carbon dioxide and methane emissions by more than 80 percent by 2040 to produce cleaner energy while keeping it safe, reliable and affordable. DTE Electric aspires to achieve net zero carbon by 2050. DTE is committed to serving with its energy through volunteerism, education and employment initiatives, philanthropy and economic progress. Information about DTE is available at dteenergy.com, empoweringmichigan.com, twitter.com/dte_energy and facebook.com.

Use of Operating Earnings Information

DTE Energy management believes that operating earnings provide a more meaningful representation of the company’s earnings from ongoing operations, and uses operating earnings as the primary performance measurement for external communications with analysts and investors. Internally, DTE Energy uses operating earnings to measure performance against budget and to report to the Board of Directors.

In this release, DTE Energy discusses operating earnings guidance. It is likely that certain items that impact the company's reported results will be excluded from operating results. Reconciliations to the comparable reported earnings guidance are not provided because it is not possible to provide a reliable forecast of specific line items (i.e. future non-recurring items, certain mark-to-market adjustments and discontinued operations). These items may fluctuate significantly from period to period and may have a significant impact on reported earnings.

Forward Looking Statements

Certain information presented herein includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, and businesses of DTE Energy. Words such as “anticipate,” “believe,” “expect,” “projected,” “aspiration,” and “goals” signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Many factors may impact these forward-looking statements including, but not limited to, the following: the failure to consummate the transaction, the risk that we will not achieve expected synergies, the risk that the operations being acquired in the acquisition will not be successfully integrated or that such integration will take longer than expected, the risk that the operations being acquired will not perform as expected; and the risks discussed in our public filings with the Securities and Exchange Commission. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. This document should also be read in conjunction with the Forward-Looking Statements section of the joint DTE Energy and DTE Electric 2018 Form 10-K and 2019 Forms 10-Q (which sections are incorporated by reference herein), and in conjunction with other SEC reports filed by DTE Energy.

For further information, members of the media may contact:

Paula Silver, DTE Energy, 313.235.5555

Jill Wilmot, DTE Energy, 313.235.5555

EXHIBIT 99.2 DTE to Acquire Midstream Assets Expanding DTE’s Midstream Business into High-Growth Basin with Strong Financial Returns 1

Safe Harbor Statement Certain information presented herein includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, and businesses of DTE Energy. Words such as “anticipate,” “believe,” “expect,” “projected,” “aspiration,” and “goals” signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Many factors may impact these forward-looking statements including, but not limited to, the following: the failure to consummate the transaction, the risk that we will not achieve expected synergies, the risk that the operations being acquired in the acquisition will not be successfully integrated or that such integration will take longer than expected, the risk that the operations being acquired will not perform as expected; and the risks discussed in our public filings with the Securities and Exchange Commission. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. New factors emerge from time to time. We cannot predict what factors may arise or how such factors may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. This document should also be read in conjunction with the Forward-Looking Statements section of the joint DTE Energy and DTE Electric 2018 Form 10-K and 2019 Forms 10-Q (which sections are incorporated by reference herein), and in conjunction with other SEC reports filed by DTE Energy. 2

Participants • Jerry Norcia – President and CEO • David Slater – GSP President and COO • Peter Oleksiak – Senior Vice President and CFO • Barbara Tuckfield – Director, Investor Relations 3

Expanding Growth Platform and Increasing Value Creation with Acquisition of High-Quality Midstream Assets • Premier assets in high-growth Haynesville basin – Existing fully contracted gathering system Existing Gathering System – Fully contracted large-diameter gathering Gathering Pipeline Under pipeline with 2H 2020 in-service Construction Regional Pipeline Network • Highly and immediately accretive transaction Dedicated Acreage • High-quality resource well-positioned on supply LNG Facilities LNG Facilities Proposed stack • Experienced and well-capitalized producer • Solidifies earnings growth and accelerates achievement of GSP’s five-year investment plan • DTE’s solid investment grade profile maintained • No change in commitment to DTE’s long-term business mix of 70 - 75% utility Continues track record of delivering premium total shareholder returns 4

Transaction Overview Purchase Price1 $2.25B in cash plus milestone payment upon completion of gathering pipeline in development Financing2 50% equity (predominantly mandatory convertible equity units) and 50% senior unsecured debt Strong balance sheet and solid investment grade profile maintained Project Accretion Immediately $0.15 accretive to operating EPS3 in 2020 Growing to $0.45 per share over five year period, including equity unit conversion, with strong cash flow profile Expected Close Fourth quarter of 20194 Strong project cash flows will allow DTE’s equity issuance to remain in guided range of $1B - $1.5B in 2019 - 2021 1 Total payment of $2.65B including $400M milestone payment to be paid upon completion of gathering pipeline under construction 2 No Offer or Solicitation. This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities 5 3 Reconciliation of operating earnings (non-GAAP) to reported earnings included in the appendix 4 Subject to Hart-Scott-Rodino expiration or waiting period termination

Midstream System with High-Quality Assets in Haynesville Basin Gathering System • Fully contracted including minimum volume commitments • Current capacity of 1.2 Bcf/d; current utilization exceeds 95% • Primarily dry gas gathering; the system also has 170 MMcf/d of wet gas • Ability to expand to 2.5 Bcf/d Gathering Pipeline Under Construction • Fully contracted with 100% demand charge contract • 1.0 Bcf/d, 150 mile, 36” pipeline in service 2H 2020 • Ability to economically expand to 2.0 Bcf/d with compression • Interconnects to Gillis hub, which provides access to several Gulf Coast interstate pipelines and LNG facilities Asset platform well-positioned for incremental future growth 6

Strong Producer with High-Quality Resource; Well-Positioned Among Dry Gas Formations in the U.S. Strong Producer with High-Quality Resource U.S. Gas Supply Stack1 (wellhead breakeven $/MMBtu) • Largest natural gas producer in Louisiana • Over 20 Tcf resource to fill our gathering 4.0 pipeline long-term 3.5 • 7 drilling rigs with best-in-class safety record 3.0 Resource • Produced 1.5% of total 2018 domestic gas 2.5 $ 2.0 • 1.4 Bcf/d of current production 1.5 • Strong hedge position: ~65% of 2020 and 1.0 ~40% of 2021 production 0.5 0.0 ~150 Tcf of 150 200 250 300 350 400 associated 10+ years of drillable, highly economic gas Tcf reserves at sub $2.00 gas prices will allow supply Indigo to continue drilling in low gas price environments 1 Analysis assumes 15% after-tax unlevered return 7 Source: Wood Mackenzie

Long-Term Contracts Include Minimum Volume Commitments, Demand Charges and Strong Credit Provisions Fully 13.5 year gathering system Agreement With Indigo and 10 year gathering Strengthened by Credit Provisions Contracted pipeline contract terms • Proceeds from sale used to pay Acreage down significant portion of debt 335k acres1 Dedication • Debt-to-EBITDA ratio post transaction approximately 1.0x – close to lowest Minimum Volume Significant commitments in industry Commitments on gathering system • Contractual credit provisions to protect DTE’s revenues Demand Charges 100% on pipeline Revenue Composition 100% Volume Growth 10% Minimum Volume Commitments & 90% Demand Charges2 1 Net formation acres 2020E - 2022E 8 2 Includes flowing volumes at committed levels

Well-Positioned in Haynesville to Serve Growing Gulf Coast and Southeast Markets Haynesville basin poised for continued growth Perryville Hub • Access to multiple downstream pipelines with Carthage Hub bi-directional capability Southeast • Serves multiple markets, including Power Markets Louisiana — nation’s 3rd largest natural gas consumer Gulf South Texas markets • Close to Gulf Coast demand centers, including via Mid-coast LNG export facilities • Access to highly liquid hubs Diversification into a rapidly growing basin Transco Transco & • Builds upon our proven track record of TETCO creating value in multiple basins including: Michigan, Barnett, Marcellus and Utica Gillis Hub Henry Hub Geographic proximity to Henry Hub provides transport cost advantage over other basins Existing Gathering System Dedicated Acreage Gathering Pipeline Under LNG Facilities Construction Regional Pipeline Network LNG Facilities Proposed 9

Capitalizes on DTE’s Operating Expertise to Bolster Record of Value Creation Delivered HIGHLY ACCRETIVE organic growth from multiple platforms • Vector Pipeline • Millennium Pipeline • Bluestone Lateral & Gathering • NEXUS Pipeline Completed DISCIPLINED ACQUISITIONS with growth potential and connections to power and industrial markets • Link Lateral & Gathering Best-In-Class • Generation Pipeline Project Customer Execution Service Superior Operating Expertise Disciplined Safety & Achieved a 20% operating earnings CAGR at GSP over Developer Reliability past 10 years1 1 Operating earnings CAGR from 2008 to 2018; reconciliation of operating earnings (non-GAAP) to reported earnings included in the appendix 10

Accelerates Growth that Solidifies Earnings and Provides Visibility to GSP’s $4B - $5B Five-Year Investment Plan DTE Capital Investment ($ billions) $20 • $3.25B acquisition related investment P&I $1.0 - $1.4 GSP Capital Investment – $2.25B initial purchase price Organic – $400M milestone payment upon GSP $4.0 - $5.0 growth completion of gathering pipeline under construction – $600M contracted future growth Gas $2.5 Acquisition capital related • Remaining investment for organic growth on existing platforms and maintenance 2019E - 2023E capital Electric $11.3 Opportunity for total 2019 - 2023 capital to be below the high end of guidance while achieving earnings targets 2019E - 2023E 11

Compelling Strategic and Financial Benefits Highly and immediately accretive transaction that accelerates achievement of five-year growth plan High-quality assets underpinned by a strong resource in attractive Haynesville basin with potential upside Contracted assets with an experienced producer Capitalizes on DTE’s proven operating expertise Positions GSP for continued growth in attractive market Maintains strong balance sheet and credit profile No change in commitment to long-term business mix of 70 - 75% utility 12

Appendix 13

Rapidly Growing Haynesville Basin U.S. Gas Supply by Basin Bcf/d 112 100 16 '14-’18 '18-’23 '23-’30 14 CAGR CAGR CAGR 83 19 (%) (%) (%) 9 16 69 Haynesville 11.6% 8.4% 2.4% 9 6 20 5 21 18 Permian 15.8% 12.2% 2.4% 15 15 Other Associated 3.7% 3.7% (1.0%) 14 Gas 19 27 Other U.S. Supply (8.1%) (6.5%) 1.2% 42 35 28 Appalachia 14.4% 4.7% 2.6% 16 2014 2018 2023 2030 Source: Wood Mackenzie, IHS Markit and Springrock 14

Haynesville is Well-Positioned to Serve Growing Gulf Coast Demand Centers U.S. Gulf Coast Demand by Sector Bcf/d 43 • Gulf Coast demand growth is driven 1 Commercial by the electric and industrial sectors and LNG exports 11 Industrial 30 • LNG exports in 2023 are from 1 1 Residential facilities that are in-service or under 4 Other construction1 9 8 Electric 1 • Current Gulf Coast LNG exports are 3 ~6 Bcf/d (October 2019) 6 8 Mexican Exports 7 10 LNG Exports 3 2018 2023 1 Includes Sabine Pass (3.8 Bcf/d), Freeport (2.1 Bcf/d), Corpus Christi (2.0 Bcf/d), Cameron (2.1 Bcf/d) and Calcasieu Pass (0.3 Bcf/d) 15 Source: Wood Mackenzie

Reconciliation of Reported to Operating Earnings (Non-GAAP) Use of Operating Earnings Information – Operating earnings exclude non-recurring items, certain mark-to-market adjustments and discontinued operations. DTE Energy management believes that operating earnings provide a more meaningful representation of the company’s earnings from ongoing operations and uses operating earnings as the primary performance measurement for external communications with analysts and investors. Internally, DTE Energy uses operating earnings to measure performance against budget and to report to the Board of Directors. In this presentation, DTE Energy provides guidance for future period operating earnings. It is likely that certain items that impact the company’s future period reported results will be excluded from operating results. A reconciliation to the comparable future period reported earnings is not provided because it is not possible to provide a reliable forecast of specific line items (i.e. future non-recurring items, certain mark-to-market adjustments and discontinued operations). These items may fluctuate significantly from period to period and may have a significant impact on reported earnings. GSP full year reconciliation of reported to operating earnings (non-GAAP) (millions) Reported Pre-tax Income Operating Earnings Adjustments Taxes Earnings 2008 $38 $- $- $38 True-up of remeasurement of deferred taxes as a result of the enactment of the 2018 235 - (2) 233 Tax Cuts and Jobs Act of 2017 - recorded in Income Tax Expense 16