HOUSTON, Sept. 26, 2018 /PRNewswire/ -- CenterPoint Energy, Inc. (NYSE: CNP) today announced the pricing of its concurrent underwritten public offerings of approximately $1,650,000,000 of shares of common stock at a price of $27.25 per share and 17,000,000 depositary shares, each representing a 1/20th interest in a share of its 7.00% Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock), at a price of $50 per depositary share. 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 has granted the underwriters in each respective offering a 30-day option to purchase up to an additional approximately $247,500,000 of shares of common stock and up to an additional 2,550,000 depositary shares.
CenterPoint Energy intends to use the net proceeds from the common stock and depositary share offerings of approximately $1.60 billion and $0.83 billion, respectively, in each case after deducting issuance costs and discounts for the respective offerings, to finance a portion of the cash consideration payable by CenterPoint Energy 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 concurrent offerings are expected to close on October 1, 2018, subject to customary closing conditions.
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 and representatives of the underwriters of the concurrent offerings. Additionally, Barclays, Credit Suisse, Deutsche BankSecurities and J.P. Morgan are acting as joint book-running managers of the concurrent offerings.
Each depositary share entitles the holder of such depositary share, through the depository, 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 between 30.5820 and 36.6980 shares of CenterPoint Energy's common stock (and correspondingly, the conversion rate for each depositary share will be between 1.5291 and 1.8349 shares of CenterPoint Energy's common stock), subject to customary anti-dilution adjustments, depending on the volume-weighted average price of CenterPoint Energy's common stock over a 20 consecutive trading day averaging period prior to that date. Dividends on the Series B Preferred Stock will be payable on a cumulative basis when, as and if declared by CenterPoint Energy's board of directors, at an annual rate of 7.00% on the liquidation preference of $1,000 per share of Series B Preferred Stock (or $50 per depositary share), on each March 1, June 1, September 1 and December 1 of each year, commencing on December 1, 2018, and ending on, and including, September 1, 2021.
Each offering is being 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 is being 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 completion and timing 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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