8-KRegulation FD

CENTERPOINT ENERGY INC 8-K Report, Regulation FD Disclosure (Oct 4, 2022)

Filed October 4, 2022For Securities:CNP

Summary

CenterPoint Energy Resources Corp. (CERC) and Vectren Utility Holdings, LLC (VUH), subsidiaries of CenterPoint Energy, Inc., announced the successful completion of an exchange offer and consent solicitation for existing Vectren Utility Holdings, Inc. notes. As of the expiration date of October 3, 2022, 100% of the outstanding aggregate principal amount of the 6.10% Senior Notes due 2035 were validly tendered and not withdrawn. This 100% participation rate means that all existing notes will be cancelled, and the associated indenture will be discharged. The settlement for this transaction is scheduled for October 5, 2022. The exchange involved the issuance of up to $75,000,000 aggregate principal amount of new notes by CERC, along with cash, for the tendered existing notes. This action effectively consolidates debt and simplifies the capital structure for the VUH entity.

Key Highlights

  • 1100% of the outstanding 6.10% Senior Notes due 2035 were tendered in the exchange offer.
  • 2The exchange offer and consent solicitation successfully closed on October 3, 2022.
  • 3All existing Vectren Utility Holdings, Inc. notes will be cancelled and their indenture discharged.
  • 4New notes issued by CenterPoint Energy Resources Corp. (CERC) will replace the retired notes.
  • 5The total principal amount of new CERC notes issued will be up to $75,000,000.
  • 6The settlement of the exchange offer and consent solicitation is expected on October 5, 2022.
  • 7The transaction aimed to simplify VUH's capital structure and manage its debt obligations.

Frequently Asked Questions

The main purpose was to allow CenterPoint Energy's subsidiaries, CERC and VUH, to exchange all outstanding notes issued by Vectren Utility Holdings, Inc. (a predecessor to VUH) for new notes issued by CERC, along with some cash. This effectively simplifies the capital structure and consolidates debt.

All of the outstanding 6.10% Senior Notes due 2035 were validly tendered and not withdrawn. As a result, CenterPoint Energy Resources Corp. and Vectren Utility Holdings, LLC intend to cancel all of these existing notes and discharge the indenture that governed them.

The settlement for the exchange offer and the consent solicitation is expected to take place on October 5, 2022.

The exchange offer was only made to 'eligible holders,' which included persons in the United States who are 'qualified institutional buyers' or persons outside the United States who are not 'U.S. persons,' as defined by the Securities Act of 1933, and who met other eligibility criteria outlined in the offering documents.