8-KAcquisitions & DispositionsFinancial EventsRegulation FD+1

CENTERPOINT ENERGY INC 8-K Report, Acquisition Completed (Feb 1, 2019)

Filed February 1, 2019For Securities:CNP

Summary

This 8-K filing from CenterPoint Energy Inc. (CNP) primarily announces the completion of a significant merger and details the short-term financing used to fund it. Approximately $0.81 billion in short-term commercial paper was issued to cover a portion of the merger consideration. An additional $0.85 billion of commercial paper was issued to handle Vectren's stub period cash dividend, incentive payments, and to repay subsidiary debt resulting from the merger's closing. These short-term borrowings, with maturities of up to 90 days, were issued in January 2019 and their proceeds were initially invested in short-term assets. This short-term financing supplements the larger $5.18 billion raised through equity (common and preferred stock) and senior note issuances, which covered the remainder of the merger consideration. Investors should note that the full financial statements and pro forma information related to the acquired business will be filed in an amendment to this 8-K within 71 days.

Key Highlights

  • 1CenterPoint Energy (CNP) announced the completion of a merger on February 1, 2019.
  • 2CNP issued approximately $0.81 billion in short-term, unsecured commercial paper notes to fund a portion of the merger consideration.
  • 3An additional $0.85 billion in short-term commercial paper was issued to cover Vectren-related payments (dividends, incentives, debt repayment).
  • 4These commercial paper notes have maturities of up to 90 days and were issued in January 2019.
  • 5The remaining merger consideration was funded by $5.18 billion from equity and senior note issuances.
  • 6Financial statements and pro forma information for the acquired business will be filed later via amendment.

Frequently Asked Questions

The primary purpose of this 8-K filing was to announce the completion of a merger and disclose the short-term financing arrangements (commercial paper issuances) used to fund a portion of the merger consideration and related expenses.

CenterPoint Energy issued approximately $0.81 billion in commercial paper for the merger consideration and an additional $0.85 billion for Vectren's stub period cash dividend, incentive payments, and repayment of Vectren subsidiary debt, totaling approximately $1.66 billion in short-term debt.

The financial statements and pro forma financial information related to the acquired business are not included in this initial 8-K. They are expected to be filed by amendment to this Form 8-K no later than 71 days after the filing date of this report.

In addition to the short-term commercial paper, CenterPoint Energy raised $5.18 billion through issuances of its common and preferred stock, as well as unsecured senior notes, to cover the remaining portion of the merger consideration.