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CENTERPOINT ENERGY INC 8-K Report, Material Agreement (Feb 24, 2020)

Filed February 24, 2020For Securities:CNP

Summary

CenterPoint Energy, Inc. (CNP) announced on February 24, 2020, through its wholly-owned subsidiary CenterPoint Energy Resources Corp., the sale of all outstanding capital stock of CenterPoint Energy Services, Inc. (CES) to Athena Energy Services Buyer, LLC. The transaction is valued at approximately $400 million, with net after-tax proceeds estimated between $380 million and $390 million. These proceeds are earmarked for the repayment of outstanding debt in the second quarter of 2020, aligning with the company's strategy to strengthen its balance sheet and enhance its business risk profile. The company also disclosed anticipated accounting impacts related to the sale. This includes an estimated aggregate after-tax goodwill impairment loss of approximately $45 million for 2019 and an additional estimated after-tax impairment loss on the disposal group (goodwill and long-lived assets) of approximately $75 million plus transaction costs for 2020. The sale is expected to reduce CenterPoint Energy's 2020 earnings per diluted share by approximately $0.06 to $0.07 on an annualized basis, excluding mark-to-market adjustments.

Key Highlights

  • 1Agreement to sell CenterPoint Energy Services, Inc. (CES) for approximately $400 million.
  • 2Estimated net after-tax proceeds of $380 million to $390 million to be used for debt repayment.
  • 3Transaction expected to close in the second quarter of 2020, subject to customary closing conditions.
  • 4Anticipated aggregate after-tax goodwill impairment loss of ~$45 million for 2019 related to the sale.
  • 5Anticipated after-tax impairment loss on disposal group of ~$75 million plus transaction costs for 2020.
  • 6Expected reduction in 2020 earnings per diluted share by $0.06-$0.07 (annualized, excluding mark-to-market adjustments).
  • 7Sale supports CenterPoint Energy's strategic focus on strengthening its balance sheet and improving its business risk profile.

Frequently Asked Questions

CenterPoint Energy is selling all of the outstanding capital stock of its subsidiary, CenterPoint Energy Services, Inc. (CES), to Athena Energy Services Buyer, LLC for approximately $400 million.

The net after-tax proceeds, estimated to be between $380 million and $390 million, are intended to be used to repay a portion of CenterPoint Energy's outstanding debt in the second quarter of 2020.

The transaction is expected to close in the second quarter of 2020, provided that customary closing conditions, including antitrust approvals (Hart-Scott-Rodino Act), are met.

CenterPoint Energy preliminarily anticipates recording aggregate after-tax goodwill impairment losses of approximately $45 million in 2019 and an additional after-tax impairment loss on the disposal group of approximately $75 million plus transaction costs in 2020. These amounts may differ materially from the preliminary estimates.

The sale of CES is expected to reduce CenterPoint Energy's 2020 earnings per diluted share by approximately $0.06 to $0.07 on an annualized basis, excluding mark-to-market adjustments. The company emphasizes that this sale is part of its strategy to focus on its core utility businesses.