CenterPoint Energy, Inc. (NYSE: CNP) today announced the pricing of its offering of $900 million of 4.25% Convertible Senior Notes due 2026 (the “convertible notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, CenterPoint Energy also granted the initial purchasers of the convertible notes in the offering the option to purchase up to an additional $100 million aggregate principal amount of convertible notes within a 13-day period beginning on, and including, the date on which the convertible notes are first issued.
The convertible notes will be senior, unsecured obligations of CenterPoint Energy. The convertible notes will mature on August 15, 2026, unless earlier converted or repurchased. The convertible notes will bear interest at a rate of 4.25% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. Prior to May 15, 2026, the convertible notes will be convertible only upon the occurrence of certain events and during certain periods. Thereafter, the convertible notes will be convertible by holders at any time in whole or in part until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, CenterPoint Energy will pay cash up to the aggregate principal amount of the convertible notes to be converted and pay or deliver, as the case may be, cash, shares of CenterPoint Energy’s common stock, par value $0.01 (“common stock”), or a combination of cash and shares of common stock, at its election, in respect of the remainder, if any, of its conversion obligation. CenterPoint Energy may not redeem the convertible notes prior to the maturity date. The initial conversion rate will be 27.1278 shares of common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $36.86 per share of the common stock).
CenterPoint Energy intends to use the net proceeds from this offering for general corporate purposes, including the redemption of our Series A preferred stock, after its call date, and repayment of a portion of our outstanding commercial paper.
The convertible notes and any shares of common stock issuable upon conversion of the convertible notes have been offered and sold only to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act. The offer and sale of the convertible notes and any shares of common stock issuable upon conversion of the convertible notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release does not constitute an offer to sell, or the solicitation of any offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
This press release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this press release regarding the use of proceeds from the offering, and other statements that are not historical facts, are forward-looking statements. Factors that could affect actual results include, but are not limited to, factors, risk and uncertainties discussed in CenterPoint Energy, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and CenterPoint’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 and other reports CenterPoint Energy may file from time to time with the Securities and Exchange Commission.
As the only investor owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve more than 7 million metered customers in Indiana, Louisiana, Minnesota, Mississippi, Ohio and Texas. As of June 30, 2023, the company owned approximately $38 billion in assets. With approximately 9,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.
Jackie Richert / Ben Vallejo