8-KRegulation FD

CENTERPOINT ENERGY INC 8-K Report, Regulation FD Disclosure (Sep 20, 2022)

Filed September 20, 2022For Securities:CNP

Summary

CenterPoint Energy Resources Corp. (CERC) and Vectren Utility Holdings, LLC (VUH), subsidiaries of CenterPoint Energy, Inc., announced an update on their offer to exchange existing notes for new notes and cash, along with a related consent solicitation. As of September 19, 2022, a significant 95.38% of the 6.10% Senior Notes due 2035, with an aggregate principal amount of $75,000,000, had been validly tendered and not withdrawn. This high participation rate indicates strong investor interest in the exchange offer and suggests that the proposed amendments to the governing indenture are likely to be adopted. The company has extended the early tender date to the expiration date, October 3, 2022, allowing eligible holders who tender their notes by then to receive the full exchange consideration. Withdrawal rights have expired. This move aims to maximize participation and facilitate the restructuring of VUH's debt. Investors should note that this exchange offer is being conducted under specific exemptions and is subject to the terms outlined in the offering memorandum. The New CERC Notes are unregistered and may not be resold in the U.S. without registration or an applicable exemption.

Key Highlights

  • 1Over 95% of the outstanding 6.10% Senior Notes due 2035 were tendered in the exchange offer and consent solicitation as of September 19, 2022.
  • 2The company has extended the early tender deadline to the final expiration date of October 3, 2022.
  • 3Withdrawal rights for the exchange offer and consent solicitation have expired.
  • 4The exchange offer involves the issuance of up to $75,000,000 aggregate principal amount of new notes by CERC.
  • 5VUH has received the necessary consents to adopt proposed amendments to the indenture governing the existing notes.
  • 6The exchange offer is only available to eligible holders, including qualified institutional buyers in the U.S. and certain non-U.S. persons.
  • 7The newly issued CERC notes are not registered with the SEC and are subject to resale restrictions until registered.

Frequently Asked Questions

This 8-K filing provides an update on an ongoing exchange offer and consent solicitation by CenterPoint Energy Resources Corp. (CERC) and Vectren Utility Holdings, LLC (VUH) for their existing notes. It reports on the significant participation rate and updates on certain deadlines.

The high tender percentage (95.38%) indicates strong investor acceptance of the exchange offer and the proposed amendments to the indenture. This suggests a successful debt restructuring for VUH, which should provide greater financial flexibility.

The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on October 3, 2022, unless extended. Eligible holders who tender their notes by this date will receive the applicable Total Exchange Consideration.

No, the New CERC Notes have not been registered with the Securities and Exchange Commission. CERC has agreed to enter into a registration rights agreement to register these notes or facilitate their resale under an exemption.