8-KRegulation FD

CENTERPOINT ENERGY INC 8-K Report, Regulation FD Disclosure (Sep 6, 2022)

Filed September 6, 2022For Securities:CNP

Summary

On September 6, 2022, CenterPoint Energy Resources Corp. (CERC), a subsidiary of CenterPoint Energy, Inc., announced an offer to exchange its outstanding notes for newly issued notes and cash. This initiative aims to refinance approximately $75 million of existing debt from Vectren Utility Holdings, LLC (VUH), another indirect subsidiary. The exchange offer involves replacing VUH's 6.10% Senior Notes due 2035 with new CERC notes carrying the same interest rate and maturity date, alongside a cash component. Concurrently, VUH is soliciting consents to amend the indenture governing the existing notes, primarily to remove certain restrictive covenants and events of default. This move suggests an effort to simplify CERC's debt structure and potentially reduce compliance burdens. The offer is targeted at eligible holders who are qualified institutional buyers or non-U.S. persons, and it includes an early participation premium for those who tender their notes before a specified early tender date.

Key Highlights

  • 1CenterPoint Energy's subsidiary CERC is launching an exchange offer for $75 million of VUH's 6.10% Senior Notes due 2035.
  • 2The exchange offer involves issuing new CERC notes with identical interest rates and maturity dates, plus a cash component.
  • 3VUH is also soliciting consents to amend its existing notes' indenture, aiming to eliminate restrictive covenants and events of default.
  • 4An early participation premium is offered for notes tendered by the early tender date of September 19, 2022.
  • 5The offer is restricted to 'eligible holders,' defined as qualified institutional buyers or certain non-U.S. investors.
  • 6The new CERC notes are not registered with the SEC and may not be resold in the U.S. without registration or an exemption.

Frequently Asked Questions

The primary purpose is for CenterPoint Energy Resources Corp. (CERC) to refinance approximately $75 million of its subsidiary Vectren Utility Holdings, LLC's (VUH) outstanding debt and to amend the terms of the existing VUH notes by removing certain restrictive covenants and events of default.

The exchange offer is limited to 'eligible holders,' which include U.S. 'qualified institutional buyers' and non-U.S. persons who are not 'U.S. persons' and are eligible to participate under applicable laws. Investors must complete an eligibility letter to confirm their status.

Eligible holders who tender their Existing VUH Notes by the Early Tender Date (September 19, 2022) will receive the 'Total Exchange Consideration,' which includes an 'Early Participation Premium.' Holders who tender after the early date but before the Expiration Date (October 3, 2022) will receive a lesser 'Exchange Consideration.'

No, the new CERC notes have not been registered with the Securities and Exchange Commission. CERC plans to enter into a registration rights agreement to either exchange them for registered notes or register their resale under certain circumstances. Until then, they may not be offered or sold in the U.S. except under an exemption.