HOUSTON, Sept. 24, 2018 /PRNewswire/ -- CenterPoint Energy, Inc. (NYSE: CNP) today announced the commencement of concurrent underwritten public offerings of $1,500,000,000 of shares of common stock and 15,000,000 depositary shares, each representing a 1/20th interest in a share of its Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock), subject to market and other conditions. Each share of Series B Preferred Stock will have a liquidation preference of $1,000 (equivalent to $50 per depositary share). In addition, CenterPoint Energy intends to grant the underwriters in each respective offering a 30-day option to purchase up to an additional $225,000,000 of shares of common stock and up to an additional 2,250,000 depositary shares.
CenterPoint Energy intends to use the net proceeds from these offerings to finance a portion of the cash consideration in connection with its pending merger with Vectren Corporation (Vectren Merger), as well as a portion of the related fees and expenses. If for any reason the Vectren Merger is not completed, CenterPoint Energy expects to use the net proceeds from these offerings for general corporate purposes, which may include, at its sole discretion, exercising its option to redeem the Series B Preferred Stock and the corresponding depositary shares for cash, debt repayment, including repayment of commercial paper, capital expenditures, investments and repurchases of its common stock at the discretion of its board of directors.
The common stock and the depositary share offerings are separate registered public offerings made by means of separate prospectus supplements and are not contingent on one another. In addition, neither offering is or will be contingent on the consummation of the proposed Vectren Merger.
Morgan Stanley, Goldman Sachs & Co. LLC, Citigroup and Wells Fargo Securities are acting as joint book-running managers of the concurrent offerings.
Each depositary share entitles the holder of such depositary share, through the depositary, to a proportional fractional interest in the rights and preferences of the Series B Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement. Unless previously converted or redeemed, each share of Series B Preferred Stock will automatically convert on or around September 1, 2021, into a number of shares of CenterPoint Energy's common stock based on the applicable conversion rate, and each depositary share will automatically convert into a number of shares of common stock equal to a proportionate fractional interest in such shares of common stock. The conversion rates, dividend rate and other terms of the Series B Preferred Stock will be determined at the time of pricing of the offering of the depositary shares.
Each offering will be made pursuant to CenterPoint Energy's effective shelf registration statement on Form S-3, as amended, previously filed with the Securities and Exchange Commission (SEC). Each offering will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Copies of the prospectus supplement and accompanying base prospectus meeting such requirements related to each offering may be obtained free of charge from the SEC's website, www.sec.gov or from:
Morgan Stanley & Co. LLC
Attention: Prospectus Department
180 Varick St. 2nd Fl.
New York, New York 10014
Goldman Sachs & Co. LLC
Attention: Prospectus Department
200 West Street
New York, New York 10282
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Wells Fargo Securities, LLC
Attention: Equity Syndicate Department
375 Park Avenue
New York, New York 10152
Currently, no public market exists for the depositary shares. CenterPoint Energy intends to apply to list the depositary shares on the New York Stock Exchange under the symbol CNPPRB. CenterPoint Energy's common stock is listed on the New York Stock Exchange and the Chicago Stock Exchange under the symbol CNP.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock, any depositary shares, any shares of Series B Preferred Stock or any other securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, LP, a publicly traded master limited partnership it jointly controls with OGE Energy Corp.Enable Midstream Partners, LP owns, operates and develops natural gas and crude oil infrastructure assets. With more than 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.
This press release includes forward-looking statements that are not historical facts. Actual events and results may differ materially from those projected. Forward-looking statements in this press release include, but are not limited to, statements regarding expectations on the granting of the options to the underwriters to purchase additional shares of common stock or depositary shares, the timing and sizing of the proposed offerings, the use of proceeds from the proposed offerings, the anticipated conversion date of the Series B Preferred Stock, listing of the depositary shares on the New York Stock Exchange and the Vectren Merger. Factors that could affect the company's ability to complete the proposed offerings include, but are not limited to, general market conditions, investor acceptance of the proposed offerings, the satisfaction of the conditions to the proposed offerings discussed in the prospectus supplements and accompanying base prospectuses and other factors discussed in CenterPoint Energy's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, CenterPoint Energy's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, and June 30, 2018, and CenterPoint Energy's other SEC filings. Factors that could affect the company's ability to complete the Vectren Merger include, but are not limited to, the satisfaction of the conditions to the Vectren Merger discussed in the prospectus supplement and accompanying base prospectus and other factors discussed in the company's SEC filings.
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SOURCE CenterPoint Energy, Inc.