CENTERPOINT ENERGY, INC. Item 7.01. Regulation FD Disclosure.
OnSeptember 6, 2022 ,CenterPoint Energy Resources Corp. ("CERC") andVectren Utility Holdings, LLC ("VUH"), each wholly-owned indirect subsidiaries ofCenterPoint Energy, Inc. ("CenterPoint Energy"), announced that CERC has commenced an offer to eligible holders (as defined herein) to exchange (the "Exchange Offer") any and all outstanding notes issued byVectren Utility Holdings, Inc. (predecessor of VUH) as set forth in the table below (the "Existing VUH Notes") for (1) up to$75,000,000 aggregate principal amount of new notes issued by CERC (the "New CERC Notes") and (2) cash. The New CERC Notes to be issued in the Exchange Offer and the Consent Solicitation (as defined below) will have the same interest payment and maturity dates and interest rate as the Existing VUH Notes. In addition, the New CERC Notes will accrue interest from (and including) the most recent date on which interest has been paid on the Existing VUH Notes accepted in the Exchange Offer and the Consent Solicitation. Concurrently with the Exchange Offer being made by CERC, VUH is soliciting consents with respect to the Existing VUH Notes (the "Consent Solicitation") to adopt certain proposed amendments to the indenture governing the Existing VUH Notes to eliminate certain of the covenants, restrictive provisions and events of default from such indenture. The following table sets forth the Consent Payment, Exchange Consideration, Early Participation Premium and Total Exchange Consideration for the Existing VUH Notes: Aggregate Principal Early Total Amount Consent Exchange Participation Exchange Title of CUSIP Payment Consideration Premium Consideration Series Number ISIN Maturity Date Outstanding (1) (2) (3) (4)$970 principal$30 principal$1,000 amount of New amount of New principal 6.10% Senior December 1,$1.00 in CERC 6.10% CERC 6.10% amount of New Notes due 92239MAG6 US92239MAG69 2035$75,000,000 cash Senior Notes Senior Notes CERC 6.10% 2035 due 2035 due 2035 Senior Notes due 2035 and$1.00 in cash
(1) For each
The Consent Payment will be paid to each eligible holder that validly
tendered and did not validly withdraw VUH Notes at or prior to the Early
Tender Date (as defined herein).
(2) For each
the Early Tender Date but at or before the Expiration Date (as defined
herein), not validly withdrawn and accepted for exchange.
(3) For each
before the Early Tender Date, not validly withdrawn and accepted for
exchange. Total Exchange Consideration includes the Early Participation
Premium (as defined herein).
(4) For each
before the Early Tender Date, not validly withdrawn and accepted for
exchange.
The Exchange Offer and the Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated as ofSeptember 6, 2022 (as it may be amended or supplemented, the "Offering Memorandum and Consent Solicitation Statement"). The Exchange Offer and the Consent Solicitation are subject to the satisfaction of certain conditions described in the Offering Memorandum and Consent Solicitation Statement. CERC, in its sole discretion, may terminate, withdraw, amend, delay or extend the Exchange Offer, subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement. Any such termination, withdrawal, amendment, delay or extension by CERC with respect to the Exchange Offer will automatically terminate, withdraw, amend, delay or extend the Consent Solicitation, as applicable. In addition, CERC may waive any such condition at any time with respect to an Exchange Offer. Any waiver of a condition by CERC with respect to the Exchange Offer will automatically waive such condition with respect to the Consent Solicitation. -------------------------------------------------------------------------------- Eligible holders who validly tender (and do not validly withdraw) their Existing VUH Notes at or before5:00 p.m. ,New York City time, onSeptember 19, 2022 , unless extended (the "Early Tender Date"), will be eligible to receive, on the settlement date, the applicable Total Exchange Consideration as set forth in the table above (the "Total Exchange Consideration"), which includes the Early Participation Premium set forth in the table above (the "Early Participation Premium"). Holders who validly tender (and do not validly withdraw) their Existing VUH Notes after the Early Tender Date but at or before11:59 p.m. ,New York City time, onOctober 3, 2022 , unless extended (the "Expiration Date"), will be eligible to receive, on the settlement date, the applicable Exchange Consideration as set forth in the table above. The settlement date will be promptly after the Expiration Date and is expected to be within two business days after the Expiration Date. The Exchange Offer will only be made, and documents relating to the Exchange Offer will only be distributed, to holders of Existing VUH Notes who complete and return an eligibility letter confirming that they are persons (a) inthe United States who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (b) that are outsidethe United States who are not "U.S. persons" as defined in Rule 902 under the Securities Act and who are eligible to participate in the Exchange Offer pursuant to the laws of the applicable jurisdiction, as set forth in the eligibility letter (such holders, "eligible holders"). The complete terms and conditions of the Exchange Offer and the Consent Solicitation are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by contactingGlobal Bondholder Services Corporation , the exchange agent and information agent in connection with the Exchange Offer and the Consent Solicitation, at (212) 430-3774 or (855) 654-2015 or contact@gbsc-usa.com . The eligibility letter is available electronically at: https://gbsc-usa.com/eligibility/centerpoint . This Current Report on Form 8-K (this "Report") does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offer and the Consent Solicitation are being made to eligible holders solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law. The New CERC Notes have not been registered with theSecurities and Exchange Commission under the Securities Act or any state or foreign securities laws. In connection with the issuance of the New CERC Notes, CERC will enter into a registration rights agreement pursuant to which it will agree to exchange the New CERC Notes for registered notes having substantially the same terms as the New CERC Notes or, in certain circumstances, to register the resale of New CERC Notes with theSecurities and Exchange Commission . Until they are registered, the New CERC Notes may not be offered or sold inthe United States or to anyU.S. person except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Cautionary Statement Regarding Forward-Looking Information
This Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this Report, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "objective," "plan," "potential," "predict," "projection," "should," "target," "will" or similar words are intended to identify forward-looking statements. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements in this Report include any statements that are not historical facts. Each forward-looking statement contained in this Report speaks only as of the date of this Report.
Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include, but are not limited to, risks and uncertainties relating to: (1) CenterPoint
--------------------------------------------------------------------------------
Energy's business strategies and strategic initiatives, restructurings, joint ventures and acquisitions or dispositions of assets or businesses, including the completed sale of its Natural Gas businesses inArkansas andOklahoma and the internal restructuring of certain subsidiaries, which we cannot assure you will have the anticipated benefits to us; (2) industrial, commercial and residential growth inCenterPoint Energy's service territories and changes in market demand; (3)CenterPoint Energy's ability to fund and invest planned capital and the timely recovery of its investments; (4) financial market and general economic conditions, including access to debt and equity capital and the effect on sales, prices and costs; (5) continued disruptions to the global supply chain and increases in commodity prices; (6) actions by credit rating agencies, including any potential downgrades to credit ratings; (7) the timing and impact of regulatory proceedings and actions and legal proceedings, including those related to theFebruary 2021 winter storm event; (8) legislative decisions, including tax and developments related to the environment such as global climate change, air emissions, carbon, waste water discharges and the handling of coal combustion residuals, among others, andCenterPoint Energy's net zero and carbon emissions reduction goals; (9) the impact of the COVID-19 pandemic; (10) the recording of impairment charges; (11) weather variations andCenterPoint Energy's ability to mitigate weather impacts, including impacts from theFebruary 2021 winter storm event; (12) changes in business plans; (13)CenterPoint Energy's ability to execute on its initiatives, targets and goals, including its net zero and carbon emissions reduction goals and operations and maintenance goals; and (14) other factors discussedCenterPoint Energy's and CERC's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 andCenterPoint Energy's and CERC's Quarterly Reports on Form 10-Q for the quarters endedMarch 31, 2022 andJune 30, 2022 , including in the "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Information" sections of such reports, and other reportsCenterPoint Energy or its subsidiaries may file from time to time with theSecurities and Exchange Commission . The information in this Report is being furnished pursuant to Item 7.01 of Form 8-K and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act, as amended, or the Exchange Act.
--------------------------------------------------------------------------------
© Edgar Online, source
