As filed with the Securities and Exchange Commission on August 16, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
Texas (State or other jurisdiction of incorporation or organization) |
1111 Louisiana Houston, Texas 77002 (713) 207-1111 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) |
74-0694415 (I.R.S. Employer Identification No.) |
Jason M. Ryan
Senior Vice President and General Counsel
1111 Louisiana
Houston, Texas 77002
(713) 207-1111
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Timothy S. Taylor
Baker Botts L.L.P.
910 Louisiana
One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒ | Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company ☐ | |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Unit (1) |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee (2) | ||||
Common Stock, par value $0.01 per share |
3,000,000 | $27.58 | $82,740,000 | $10,028.09 | ||||
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(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based upon the average of the high and low sales prices of the Common Stock of CenterPoint Energy, Inc. as reported on the New York Stock Exchange Composite Tape on August 12, 2019. |
(2) | Pursuant to Rule 457(p) under the Securities Act, the registrant hereby offsets the registration fee required in connection with this Registration Statement by $2,071.62 previously paid by the registrant in connection with the registration of 3,000,000 shares of its Common Stock pursuant to its Registration Statement on Form S-3 (Registration No. 333- 209241) filed with the Commission on January 29, 2016 (the Prior Registration Statement). 1,186,271 unsold shares of Common Stock remain under the Prior Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the $2,071.62 filing fee for such unsold Common Stock under the Prior Registration Statement is being offset against the $10,028.09 filing fee currently due in connection with this Registration Statement. Accordingly, a filing fee of $7,956.47 is being paid hereunder. Based on this offset, the Prior Registration Statement is terminated with respect to the unsold securities thereunder. |
PROSPECTUS
CenterPoint Energy, Inc.
Investors Choice Plan
3,000,000 Shares of Common Stock
We are offering our shareholders and other interested investors an opportunity to purchase shares of our common stock directly from us through participation in our Investors Choice Plan, which we refer to in this prospectus as the plan. The plan offers a number of convenient options for investing in shares of our common stock. Once enrolled in the plan, participants may:
| purchase their first shares of our common stock by making an initial cash investment of at least $250 for first-time investors in CenterPoint Energy or $50 for current holders of our common stock, |
| purchase additional shares of our common stock by making optional cash payments at any time of at least $50 each and up to a maximum of $120,000 per calendar year, |
| elect to reinvest a minimum of 10% to a maximum of 100% of cash dividends that we may pay in the future on our common stock in additional shares of our common stock, and |
| sell shares of our common stock that they hold in the plan directly through the plan. |
Shares of our common stock will be purchased under the plan, at our option, from newly issued shares, shares held in our treasury or shares purchased in the open market. Any open market purchases will be made through an independent agent that we will select. In some jurisdictions, we are offering shares of our common stock under the plan only through a registered broker/dealer to persons who are not presently record holders of our common stock.
Our common stock is listed on the New York Stock Exchange and the Chicago Stock Exchange under the symbol CNP. Our principal executive offices are located at 1111 Louisiana Street, Houston, Texas 77002, and our telephone number at that address is (713) 207-1111.
This prospectus contains a summary of the material provisions of the plan. You should retain this prospectus for future reference.
Investing in our securities involves risk. See Risk Factors on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated August 16, 2019.
This prospectus is part of a registration statement we have filed with the Securities and Exchange Commission (SEC) using a shelf registration process. Using this process, we may offer up to 3,000,000 shares of our common stock under our Investors Choice Plan. This prospectus provides you with a description of the material provisions of the plan. Before you invest, you should carefully read this prospectus and the information contained in the documents we refer to under the headings Where You Can Find More Information and Incorporation By Reference.
References in this prospectus to the terms we, us, CenterPoint Energy or other similar terms mean CenterPoint Energy, Inc., unless the context clearly indicates otherwise.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a Web site that contains information we file electronically with the SEC, which you can access at http://www.sec.gov. You can obtain information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
Our Web site is located at http://investors.centerpointenergy.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC are available, free of charge, through our Web site, as soon as reasonably practicable after those reports or filings are electronically filed with or furnished to the SEC. Information on our Web site or any other website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus.
This prospectus, which includes information incorporated by reference (see Incorporation by Reference below), is part of a registration statement we have filed with the SEC relating to our common stock. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, the exhibits and the schedules for more information about us and our common stock. The registration statement, exhibits and schedules are available through the SECs Web site.
We are incorporating by reference into this prospectus certain information we file with the SEC. This means we are disclosing important information to you by referring you to the documents containing the information. The information we incorporate by reference is considered to be part of this prospectus. Information that we file later with the SEC that is deemed incorporated by reference into this prospectus (but not information deemed to be furnished to and not filed with the SEC) will automatically update and supersede information previously included.
We are incorporating by reference into this prospectus the documents listed below and any subsequent filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (excluding information deemed to be furnished and not filed with the SEC) until all the common stock is sold:
| our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, including the portions of our definitive proxy statement filed with the SEC on Schedule 14A on March 14, 2019 that are incorporated by reference therein; |
| our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019; |
| our Current Reports on Form 8-K and Form 8-K/A, as applicable, filed January 16, 2019 (other than the information furnished pursuant to Item 7.01 and Exhibit 99.1 thereto), January 31, 2019, February 1, 2019 (other than the information furnished pursuant to Item 7.01 and Exhibit 99.1 thereto), February 1, 2019, February 21, 2019, March 1, 2019, March 5, 2019, March 8, 2019, April 18, 2019, April 26, 2019, May 16, 2019, August 12, 2019, August 12, 2019 and August 13, 2019; and |
| the description of our common stock contained in our Current Report on Form 8-K filed on April 5, 2013, as amended by our Current Reports on Form 8-K filed on July 30, 2014, December 11, 2015 and February 24, 2017 and Item 9B of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and we may further update that description from time to time. |
You may also obtain a copy of our filings with the SEC at no cost by writing to or telephoning us at the following address:
CenterPoint Energy, Inc.
Attn: Investor Relations
P.O. Box 4567
Houston, Texas 77210-4567
(713) 207-6500
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ABOUT CENTERPOINT ENERGY, INC.
We are a public utility holding company and own interests in Enable Midstream Partners, LP (Enable), as described below. On February 1, 2019, pursuant to the Agreement and Plan of Merger, dated as of April 21, 2018 (Merger Agreement), among us, Vectren Corporation (Vectren) and Pacer Merger Sub, Inc., we consummated the previously announced acquisition of Vectren for approximately $6 billion in cash (Vectren Merger), and Vectren became our wholly-owned subsidiary. As of the date of this prospectus, our operating subsidiaries were as follows:
| CenterPoint Energy Houston Electric, LLC (Houston Electric), which owns and operates electric transmission and distribution facilities in the Texas Gulf Coast area that includes the city of Houston; |
| CenterPoint Energy Resources Corp. (CERC), which (i) owns and operates natural gas distribution systems in six states and (ii) obtains and offers competitive variable and fixed-price physical natural gas supplies and services primarily to commercial and industrial customers and electric and natural gas utilities in over 30 states through its wholly-owned subsidiary, CenterPoint Energy Services, Inc.; and |
| Vectren, which holds three public utilities through its wholly-owned subsidiary, Vectren Utility Holdings, Inc., a public utility holding company: |
| Indiana Gas Company, Inc., which provides energy delivery services to natural gas customers located in central and southern Indiana; |
| Southern Indiana Gas and Electric Company, which provides energy delivery services to electric and natural gas customers located near Evansville in southwestern Indiana and owns and operates electric generation assets to serve its electric customers and optimizes those assets in the wholesale power market; and |
| Vectren Energy Delivery of Ohio, Inc., which provides energy delivery services to natural gas customers located near Dayton in west-central Ohio. |
| Vectren performs non-utility activities through: |
| Infrastructure Services, which provides underground pipeline construction and repair services through wholly-owned subsidiaries Miller Pipeline, LLC and Minnesota Limited, LLC and serves natural gas utilities across the United States, focusing on recurring integrity, station and maintenance work and opportunities for large transmission pipeline construction projects; and |
| Energy Systems Group, LLC, which provides energy performance contracting and sustainable infrastructure services, such as renewables, distributed generation and combined heat and power projects. |
As of the date of this prospectus, we, indirectly through CenterPoint Energy Midstream, Inc., our direct wholly-owned subsidiary, owned approximately 53.8% of the common units representing limited partner interests in Enable, 50% of the management rights and 40% of the incentive distribution rights in Enable GP, LLC, Enables general partner. CenterPoint Energy also directly owned an aggregate of 14,520,000 10% Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Enable (Enable Series A Preferred Units). Enable owns, operates and develops natural gas and crude oil infrastructure assets.
Our principal executive offices are located at 1111 Louisiana, Houston, Texas 77002 (telephone number: (713) 207-1111).
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Our businesses are influenced by many factors that are difficult to predict and that involve uncertainties that may materially affect actual operating results, cash flows and financial condition. These risk factors include those described as such in the documents that are incorporated by reference in this prospectus (which risk factors are incorporated herein by reference), and could include additional uncertainties not presently known to us or that we currently do not consider material. Before making an investment decision, you should carefully consider these risks as well as any other information we include or incorporate by reference in this prospectus or include in any applicable prospectus supplement.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
In this prospectus, including the information we incorporate by reference, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words anticipate, believe, continue, could, estimate, expect, forecast, goal, intend, may, objective, plan, potential, predict, projection, should, target, will or other similar words.
We have based our forward-looking statements on our managements beliefs and assumptions based on information reasonably available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements.
The following are some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements:
| the performance of Enable, the amount of cash distributions we receive from Enable, Enables ability to redeem our Enable Series A Preferred Units in certain circumstances and the value of our interest in Enable, and factors that may have a material impact on such performance, cash distributions and value, including factors such as: |
○ | competitive conditions in the midstream industry, and actions taken by Enables customers and competitors, including the extent and timing of the entry of additional competition in the markets served by Enable; |
○ | the timing and extent of changes in the supply of natural gas and associated commodity prices, particularly prices of natural gas and natural gas liquids (NGLs), the competitive effects of the available pipeline capacity in the regions served by Enable, and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on Enables interstate pipelines; |
○ | the demand for crude oil, natural gas, NGLs and transportation and storage services; |
○ | environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; |
○ | recording of goodwill, long-lived asset or other than temporary impairment charges by or related to Enable; |
○ | changes in tax status; and |
○ | access to debt and equity capital; |
| the expected benefits of the Vectren Merger and integration, including the outcome of shareholder litigation filed against Vectren that could reduce anticipated benefits of the Vectren Merger, as well as the ability to successfully integrate the Vectren businesses and to realize anticipated benefits and commercial opportunities; |
| industrial, commercial and residential growth in our service territories and changes in market demand, including the demand for our non-utility products and services and effects of energy efficiency measures and demographic patterns; |
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| the outcome of the pending Houston Electric rate case; |
| timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment; |
| future economic conditions in regional and national markets and their effect on sales, prices and costs; |
| weather variations and other natural phenomena, including the impact of severe weather events on operations and capital; |
| state and federal legislative and regulatory actions or developments affecting various aspects of our businesses (including the businesses of Enable), including, among others, energy deregulation or re-regulation, pipeline integrity and safety and changes in regulation and legislation pertaining to trade, health care, finance and actions regarding the rates charged by our regulated businesses; |
| tax legislation, including the effects of the tax reform legislation informally called the Tax Cuts and Jobs Act of 2017 (which includes any potential changes to interest deductibility) and uncertainties involving state commissions and local municipalities regulatory requirements and determinations regarding the treatment of excess deferred income taxes and our rates; |
| our and CERCs ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms; |
| the timing and extent of changes in commodity prices, particularly natural gas and coal, and the effects of geographic and seasonal commodity price differentials on CERC and Enable; |
| the ability of CenterPoint Energys and CERCs non-utility business operating in the energy services reportable segment to effectively optimize opportunities related to natural gas price volatility and storage activities, including weather-related impacts; |
| actions by credit rating agencies, including any potential downgrades to credit ratings; |
| changes in interest rates and their impact on costs of borrowing and the valuation of our pension benefit obligation; |
| problems with regulatory approval, legislative actions, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or cancellation or in cost overruns that cannot be recouped in rates; |
| the availability and prices of raw materials and services and changes in labor for current and future construction projects; |
| local, state and federal legislative and regulatory actions or developments relating to the environment, including, among others, those related to global climate change, air emissions, carbon, waste water discharges and the handling and disposal of coal combustion residuals that could impact the continued operation, and/or cost recovery of generation plant costs and related assets |
| the impact of unplanned facility outages or other closures; |
| any direct or indirect effects on our or Enables facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt our businesses or the businesses of third parties, or other catastrophic events such as fires, ice, earthquakes, explosions, leaks, floods, droughts, hurricanes, tornadoes, pandemic health events or other occurrences; |
| our ability to invest planned capital and the timely recovery of our investments, including those related to Indiana Electrics generation transition plan |
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| our ability to successfully construct and operate electric generating facilities, including complying with applicable environmental standards and the implementation of a well-balanced energy and resource mix, as appropriate; |
| our ability to control operation and maintenance costs; |
| the sufficiency of our insurance coverage, including availability, cost, coverage and terms and ability to recover claims; |
| the investment performance of our pension and postretirement benefit plans; |
| commercial bank and financial market conditions, our access to capital, the cost of such capital, and the results of our financing and refinancing efforts, including availability of funds in the debt capital markets; |
| changes in rates of inflation; |
| inability of various counterparties to meet their obligations to us; |
| non-payment for our services due to financial distress of our customers; |
| the extent and effectiveness of our and Enables risk management and hedging activities, including, but not limited to financial and weather hedges and commodity risk management activities; |
| timely and appropriate regulatory actions, which include actions allowing securitization, for any future hurricanes or natural disasters or other recovery of costs, including costs associated with Hurricane Harvey; |
| our or Enables potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses, which we and Enable cannot assure you will be completed or will have the anticipated benefits to us or Enable; |
| the performance of projects undertaken by our non-utility businesses and the success of efforts to realize value from, invest in and develop new opportunities and other factors affecting those non-utility businesses, including, but not limited to, the level of success in bidding contracts, fluctuations in volume and mix of contracted work, mix of projects received under blanket contracts, failure to properly estimate cost to construct projects or unanticipated cost increases in completion of the contracted work, changes in energy prices that affect demand for construction services and projects and cancellation and/or reductions in the scope of projects by customers and obligations related to warranties and guarantees; |
| acquisition and merger activities involving us or our competitors, including the ability to successfully complete merger, acquisition and divestiture plans; |
| our or Enables ability to recruit, effectively transition and retain management and key employees and maintain good labor relations; |
| the outcome of litigation; |
| the ability of retail electric providers (REPs), including REP affiliates of NRG Energy, Inc. and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to us and Houston Electric; |
| changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation; |
| the timing and outcome of any audits, disputes and other proceedings related to taxes; |
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| the effective tax rates; |
| the transition to a replacement for the LIBOR benchmark interest rate; |
| the effect of changes in and application of accounting standards and pronouncements; and |
| other factors we discuss in Risk Factors in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated herein by reference and other reports we file from time to time with the SEC. |
You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to update or revise any forward-looking statements.
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We may satisfy purchases of our common stock under the plan by:
| issuing authorized but unissued shares of our common stock, |
| issuing shares of our common stock held in our treasury, or |
| purchasing shares of our common stock in the open market. |
Accordingly, the number of newly issued or treasury shares, if any, that we will ultimately sell under the plan is not currently known. We anticipate using any net proceeds from newly issued or treasury shares purchased by participants under the plan for general corporate purposes. These purposes may include, but are not limited to:
| working capital, |
| capital expenditures, |
| acquisitions, |
| the repayment or refinancing of debt, and |
| loans or advances to subsidiaries. |
We will not receive any proceeds when shares of our common stock are purchased under the plan in the open market.
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Purpose
The purpose of the plan is to provide our existing and potential investors a convenient way to purchase shares of our common stock and to reinvest all or a portion (but not less than 10%) of cash dividends paid on our common stock into additional shares of our common stock.
Key Features
| Participation by First-Time Investors in CenterPoint Energy: First-time investors in CenterPoint Energy (i.e., investors who do not currently hold any shares of our common stock) may become participants by making a minimum initial cash investment of $250 to purchase shares of our common stock through the plan. |
| Participation by Holders of Common Stock: Current holders of our common stock may become participants by: |
| electing to have a minimum of 10% to a maximum of 100% of the cash dividends paid on each share of their common stock held in the plan reinvested in additional shares of our common stock, |
| making a minimum cash investment of $50 to purchase shares of our common stock through the plan, or |
| depositing certificates representing shares of our common stock into the plan, provided that at least 10% of cash dividends paid on each share of our common stock held in the plan for a participant are reinvested in our common stock. |
| Additional Cash Investments: Participants may purchase shares of our common stock at any time, occasionally or at regular intervals, through the plan by making cash investments of at least $50 for any single investment up to an aggregate of cash investments of $120,000 per calendar year. |
| Investment Through Automatic Deductions: Participants may make cash investments through automatic deductions from predesignated bank or savings accounts on a regular monthly or quarterly basis. |
| Reinvestment: Participants are required to reinvest a minimum of 10% and may reinvest up to 100% of the cash dividends paid on each share of their common stock held in the plan. |
| Purchases in Whole Dollar Amounts: Participants can buy shares in whole dollar amounts, and their accounts are credited with appropriate whole and fractional shares. |
| Sales: Participants may sell shares of our common stock held in the plan directly through the plan. |
| Frequent Purchases and Sales: Purchase and sale orders will be processed at least once every five business days, and as often as every business day, when practicable. |
| Automatic Deposit of Dividends: Participants may receive common stock cash dividends not reinvested through the plan either by check or through automatic deposit to their bank account. |
| Safekeeping Service: Participants may deposit their common stock certificates into the plan and the shares of our common stock represented by such certificate(s) will be credited to the participants account, provided that at least 10% of cash dividends paid on each share of our common stock held in the plan for a participant are reinvested in shares of our common stock. The participant will receive regular statements showing cumulative account activity. |
| Transfers of Common Stock: Participants may transfer shares of our common stock credited to their plan accounts to the account of another participant or transfer shares to any designated person or entity, without charge. |
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| Account Statements: Each participant will be sent quarterly statements showing all transactions completed during the year to date, the total number of shares of our common stock credited to the participants account and other relevant account information. |
Plan Summary
The following is a summary of the material provisions of the plan. This summary is not a complete description of all terms of the plan and is qualified in its entirety by reference to the plan. You should carefully review the summary below and the provisions of the plan that may be important to you before participating in the plan.
Administration
The plan is administered by the individual (who may be an employee of ours), bank, trust company or other entity, including us, whom we appoint from time to time to act as the administrator of the plan. Broadridge Corporate Issuer Solutions, Inc. is the administrator of the plan. The administrator administers the plan, receives cash from participants, holds participants shares of our common stock acquired under the plan, keeps records, sends statements of account activity to participants and performs other duties related to the plan. The administrator will forward funds that are to be used to purchase shares, and orders to sell shares, in the open market to an independent agent that we select and which is an agent independent of the issuer, as that term is defined under the Exchange Act. We reserve the right to appoint another person or entity to serve as the administrator of the plan.
Participants may contact the administrator in any of the following ways:
By mail:
Broadridge Corporate Issuer Solutions, Inc.
ATTN: IWS
P. O. Box 1342
Brentwood, NY 11717
For overnight delivery services:
Broadridge Corporate Issuer Solutions, Inc.
ATTN: IWS
1155 Long Island Avenue
Brentwood, NY 11717
By telephone:
Toll-Free: (800) 231-6406
Houston: (713) 207-3060
Representatives are available on business days from 9:00 a.m. to 6:00 p.m., Eastern Time.
The interactive voice response is available 24 hours a day, 7 days per week.
By facsimile: (215) 553-5402
By email: shareholder@broadridge.com
By internet: https://shareholder.broadridge.com/centerpointenergy
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Eligibility
Any person or entity, whether or not a record holder of our common stock, is eligible to participate in the plan, provided that:
| the person or entity fulfills the requirements of participation described below under Enrollment Procedures, and |
| in the case of citizens or residents of a country other than the United States, its territories and possessions, participation would not violate local laws applicable to us, the plan and the participant. |
Enrollment Procedures
After being furnished with a copy of this prospectus, eligible applicants may join the plan by returning a completed and signed enrollment form to the administrator and choosing one of the following options:
| making an initial cash investment in the plan to purchase shares of our common stock of at least $250 for applicants who are not registered holders of our common stock or $50 for applicants who are registered holders of our common stock, |
| electing to have a minimum of 10% up to a maximum of 100% of cash dividends paid on each share of our common stock held in the plan reinvested into additional shares of our common stock, or |
| depositing certificates representing shares of our common stock into the plan, provided that at least 10% of cash dividends paid on each share of our common stock held in the plan for a participant are reinvested in our common stock. |
Applicants may obtain enrollment forms from the administrator upon written, facsimile or telephone request or via the administrators website. Current registered holders of our common stock should sign their name(s) on the enrollment form exactly as indicated on their accounts holding their shares of our common stock.
A beneficial owner of our common stock registered in street name (i.e., the name of a bank, broker or trustee) may participate in the plan by:
| directing the financial intermediary to transfer the common stock into the participants name, and |
| depositing transferred shares of our common stock into the plan and electing to reinvest cash dividends on transferred shares of our common stock in our common stock through the plan. |
Alternatively, the beneficial owner may make arrangements with the financial intermediary who is the registered holder to participate in the plan on behalf of the beneficial owner.
As of the date of this prospectus, to the extent required by applicable law in certain jurisdictions, we are offering shares of common stock under the plan only through registered broker/dealers in those jurisdictions.
An eligible applicant will become a participant as soon as practicable after the administrator has received and accepted a properly completed enrollment form.
Initial Cash Investments and Additional Cash Investments
Interested investors, whether or not registered holders of our common stock, may become participants by making an investment through the plan as described in this prospectus. To become a participant through a cash investment, an applicant who is not a registered holder of our common stock must include a minimum initial cash investment of $250 with a completed enrollment form, while an applicant who is a registered holder of our
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common stock must include a minimum initial cash investment of $50 with a completed enrollment form. Additional cash investments, which participants may make at their discretion, must be at least $50 for any single investment. However, cash investments in the aggregate, including both initial and additional cash investments, may not exceed $120,000 per account per calendar year. Participants may make cash investments by check or through automatic investing as described below under Cash Investment Procedures.
The administrator will make cash investments in our common stock beginning on the next investment date that is at least two business days after the administrator receives the funds and instructions. Cash investment funds, pending investment, will be credited to a participants account and held in an account that is separated from the administrators other funds. Cash investments not invested for a participant within 30 days of receipt will be promptly returned to the participant. No interest will be paid on amounts held by the administrator pending investment. If a participant does not designate the level of reinvestment of cash dividends on shares of our common stock purchased by an initial cash investment or an additional cash investment, then such participant shall be treated as having elected to have 100% of the cash dividends paid on such shares of our common stock reinvested in our common stock until the administrator receives written instructions from such participant designating the level of reinvestment.
All cash investments received by the administrator are irrevocable and considered final.
Cash Investment Procedures
Cash investments may be made by check or automatic deduction from predesignated bank accounts, as described below. Participants should never send cash for an investment.
Investment by Check. Cash investments may be made by personal check or money order payable in U.S. dollars to CenterPoint Energy, Inc. Investors Choice Plan and mailed to the administrator. Initial cash investments should be accompanied by enrollment forms while additional cash investments should be accompanied by the stub attached to each statement of account or transaction advice sent to participants.
Automatic Investing. Participants may make automatic monthly or quarterly investments of a specified amount, not less than $50 per purchase nor more than $120,000 per calendar year, by electronic automatic transfer of funds from a predesignated bank, savings or credit union account.
To initiate automatic deductions, a participant must execute an enrollment form that is available from the administrator and return it to the administrator (or via the administrators website), along with a voided check or deposit slip on the bank account from which funds are to be drawn. If the monthly investment option is chosen, automatic investing will begin on or about the 10th day of each month approximately 30 days after receipt of the authorization form. If the quarterly investment option is chosen, investments will begin on or about the 10th day of each March, June, September and December. In either case, automatic investing deductions will be made two business days before the investment date. A participants bank may charge the participant a returned check fee if the designated bank or savings account does not have sufficient funds to cover the authorized deduction.
Participants may change the amount of their automatic investment by notifying the administrator in writing or by facsimile of the new amount, and the change will take place approximately two weeks after the notice is received. Similarly, a participant may cancel automatic investing by instructing the administrator in writing or by facsimile. Cancellation will be effective approximately two weeks after the notice is received. To change a designated bank account, a participant must notify the administrator in writing at least 30 days before the change is to take effect and supply a voided check or deposit slip for the new account.
All cash investments are subject to collection by the administrator for full face value in U.S. funds. The method of delivery of any cash investment is at the election and risk of the investor and will be deemed received when actually received by the administrator.
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Investment Dates
The plans investment dates occur at least once every five business days. However, purchases will be made every business day when deemed practicable by the administrator. A participants cash investment will generally be invested within five business days of receipt. For exceptions under specified circumstances involving open market purchases, see Source and Price of Shares below.
Dividend Payment Options
The plan requires that participants reinvest a minimum of 10% of cash dividends paid on each share of our common stock held in the plan in our common stock. With respect to cash dividends on shares of our common stock for which partial reinvestment is elected, the plan offers the option of direct deposit or check payment, as described below.
Reinvestment of Cash Dividends. Participants are required to reinvest a minimum of 10% and may reinvest up to 100% of the cash dividends paid on each share of our common stock held (or to be held) in the plan by making the election on their initial enrollment forms or by delivering written or facsimile instructions to the administrator. Participants electing partial reinvestment of cash dividends must designate the specific percentage of cash dividends to be reinvested for each share of common stock held in the plan by such participant, which specified percentage is referred to as the partial reinvestment percentage. If a participant that has elected partial reinvestment does not specify the partial reinvestment percentage, then such participant shall be treated as having elected to have 100% of the cash dividends paid on each share of our common stock held by such participant in the plan reinvested in our common stock until the administrator receives written instructions from such participant designating the partial reinvestment percentage. If a participant does not designate the level of reinvestment of cash dividends on shares of our common stock purchased by an initial cash investment or an additional cash investment or deposited in the plan for safekeeping, then such participant shall be treated as having elected to have 100% of the cash dividends paid on such shares of our common stock reinvested in our common stock until the administrator receives written instructions from such participant designating the level of reinvestment. The amount reinvested will be reduced by any amount required to be withheld under any applicable tax or other statutes. Cash dividends not being reinvested will be sent to the participant by direct deposit or check, as appropriate.
A participant may change such participants prior reinvestment election from time to time by delivering a new enrollment form or written or facsimile instructions to the administrator. To be effective for a particular dividend payment, the administrator must receive instructions of such change at least five business days before the record date of the dividend. The record date for common stock dividends is usually between the 14th through 16th day of each February, May, August and November.
Dividends will be invested beginning either on the date of payment, if the payment date is an investment date, or on the first investment date following payment. Dividends not invested within 30 days of receipt will be returned promptly to the participant. Funds pending investment will be credited to a participants account and held in an account at the administrator. No interest will be paid on funds held by the administrator pending investment.
Direct Deposit of Dividends on Common Stock. Through the plans direct deposit feature, a participant may elect to have any cash dividends on common stock not designated for reinvestment automatically deposited into a designated bank or savings account. The cash dividends will be deposited on the dividend payment date. Participants who wish to have dividends automatically deposited must execute a direct deposit authorization form that is available from the administrator and send it to the administrator, along with a voided check or deposit slip for the designated bank account.
The administrator must receive direct deposit authorization at least 30 days before an applicable common stock dividend payment date to be effective for that payment date. Participants can cancel direct deposit of
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dividends by notifying the administrator in writing or by facsimile. In order to be effective for an applicable dividend payment date, the administrator must receive the cancellation notice at least 30 days before that dividend payment date. To change a designated bank account for direct deposit of dividends, the administrator must receive written notice, accompanied by a voided check or deposit slip for the new bank account, at least 30 days before an applicable dividend payment date.
Check Payments of Dividends. Cash dividends paid on shares of common stock held in the plan not designated for reinvestment or direct deposit will be paid by check to the participant. A check for the amount of funds payable will be sent through the mail so that it will reach the participant as close as possible to the dividend payment date.
Source and Price of Shares
To fulfill plan requirements, shares of our common stock will be, at our discretion, purchased either directly from us or in the open market by an independent agent. Shares purchased from us will be either authorized but unissued shares or shares held in our treasury. Purchases of our common stock under the plan are subject to such terms and conditions, including price and delivery, as the administrator may accept.
Purchases from CenterPoint Energy. The price of our common stock purchased from us will be the average of the high and low sales price of our common stock reported on the New York Stock Exchange Composite Tape as published in The Wall Street Journal for the trading day immediately preceding the relevant investment date, and the purchase will be made on the investment date. In the event no trading is reported for the relevant trading day, we may determine the purchase price on the basis of market quotations we deem appropriate. No brokerage fee will be charged on shares acquired directly from us.
Open Market Purchases and Sales. The price of our common stock purchased or sold in the open market will be the weighted average price of all shares purchased or sold, as the case may be, through the plan for the investment date. The weighted average price will be increased for brokerage fees and commissions, any related service charges and applicable taxes. As of the date of this prospectus, we do not expect the brokerage fees and commissions and related service charges to exceed $0.10 per share.
An independent agent will make purchases and sales of our common stock in the open market beginning on the relevant investment date. These purchases and sales will be completed not later than five days from that date, except where completion at a later date is necessary or advisable under any applicable laws or regulations. Funds not invested within 30 days of receipt will be returned promptly to participants. The independent agent will make purchases and sales on any securities exchange where shares of our common stock are traded, in the over-the-counter market, or by negotiated transactions. These purchases and sales may be subject to such terms and conditions regarding price, delivery and other terms as agreed to by the administrator. The independent agent will have sole authority to direct the time or price at which shares may be purchased or sold, the markets on which the shares are to be purchased or sold, and the selection of the broker or dealer, other than the independent agent, through or from whom purchases or sales are to be made.
The independent agent may commingle each participants funds with those of other participants for the purchases and sales of our common stock but will hold the funds at all times in a separate account apart from the administrators funds.
The number of shares, including any fraction of a share rounded to four decimal places, of our common stock credited to a participants account for a particular investment date will be determined by dividing the total amount of cash dividends and/or cash investments to be invested for the participant on the investment date by the relevant purchase price per share. Dividend and voting rights will commence upon settlement, whether shares are purchased from us or in the open market.
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Safekeeping Service
Participants may use the plans free safekeeping service at any time, provided that at least 10% of cash dividends paid on each share of our common stock held in the plan for a participant are reinvested in our common stock. Participants may deposit common stock into the plan by delivering the stock certificate(s) without endorsement to the administrator, along with written instructions designating the level of reinvestment of cash dividends on such shares of our common stock. If the delivery is by mail, we recommend that participants use properly insured, registered mail with return receipt requested. If a Participant does not designate the level of reinvestment of cash dividends on shares of our common stock deposited for safekeeping, then such participant shall be treated as having elected to have 100% of the cash dividends paid on such shares of our common stock reinvested in our common stock until the administrator receives written instructions from such participant designating the level of reinvestment. Shares deposited in the plan for safekeeping will be transferred into the name of the administrator or its nominee and credited to the participants account under the plan. Thereafter, the shares will be treated in the same manner as shares purchased through the plan. Because shares deposited for safekeeping are treated in the same manner as shares purchased through the plan, they may be efficiently and economically transferred or sold if the participant desires. Once deposited into the plan, the shares of common stock will no longer be represented by stock certificates.
Sale of Common Stock
Participants may request the administrator to sell any number of whole shares held in their accounts at any time by written instructions (including via the administrators website). As soon as practicable after receipt of the request, but within five business days, the administrator will instruct the independent agent to sell the shares. The independent agent will sell the shares as soon as practicable thereafter. Proceeds of the sale, less applicable brokerage fees and commissions and service charges and any applicable taxes, will be sent to the participant within five business days after the independent agent has completed the sale. The sales price will be determined in the same way as the price for shares of common stock purchased for participants in the open market. See Source and Price of Shares above. Alternatively, a participant may request its broker to electronically transfer the requested number of shares to their brokerage account for sale; any such request must be made through such participants broker.
If the administrator receives a request to sell shares between the record date and the dividend payment date, the dividends on those shares will be reinvested on the investment date and newly purchased shares will be credited to the participants account. If the request for sale does not include all shares in the participants account, the number of shares requested will be sold within five days after receipt of the request and the proceeds from the sale will be sent to the participant. Newly purchased shares will be retained in the participants account after the investment date. If the request for sale covers all shares in the participants account, the sale instructions shall be processed as described above with respect to the participants current whole shares held under the plan and the sale instructions with respect to shares purchased on such dividend payment date shall be processed promptly following such dividend payment date. The shares purchased on such dividend payment date will be sold within five days after the dividend payment date and the proceeds from the sale will be sent to the participant.
Withdrawal, Transfers, and Gifts of Common Stock
Withdrawals and Transfers Outside the Plan. A participant may withdraw shares of common stock credited to the participants plan account by so instructing the administrator in writing if the participant will not be the record holder after withdrawal, by delivering written instructions, specifying the recipients name, address, Social Security number and telephone number and a stock assignment or stock power, with the participants signature guaranteed by a member of the Medallion Signature Guarantee program (a participating broker, bank, savings and loan association, etc.). A book statement representing whole shares withdrawn from the plan will be sent to the participant or designated recipient within two business days of processing of a properly documented
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request. Withdrawal of shares of common stock does not affect reinvestment of cash dividends on the shares withdrawn unless:
| the participant is no longer the record holder of the shares, |
| the participant specifically changes the level of reinvestment with respect to such shares, or |
| the participant terminates participation in the plan. |
If the administrator receives a withdrawal request on or after the record date but before the dividend payment date, the dividends on those shares will be reinvested on the investment date and newly purchased shares will be credited to the participants account. If the request for withdrawal does not include all shares in the participants account, the number of shares requested will be withdrawn within two business days after receipt of the request and a book statement representing such designated account shares will be sent to the designated recipient. Newly purchased shares will be retained in the account of the participant making the request. If the request for withdrawal covers all shares in the participants account, the withdrawal will be processed as described above with respect to the participants current whole shares held under the plan and the withdrawal with respect to shares purchased on such dividend payment date shall be processed promptly following such dividend payment date. A book statement representing such withdrawn account shares in the participants account will be sent to the designated recipient.
Gifts and Transfers of Common Stock Within the Plan. If a participant wishes to transfer all or a part of the participants shares to a plan account for another person, whether by gift, private sale or otherwise, the participant may effect the transfer by giving transfer instructions, in writing, to the administrator. Transfers of less than all of the shares in the participants account must be made in whole share amounts. Requests for such transfers are subject to the same requirements applicable to transfers of common stock generally, including the requirement of a stock power with a Medallion Signature Guarantee. The transfer will be effected as soon as practicable following the administrators receipt of the required documentation. Gifts and transfers within the plan are subject to the same provisions as described above under Withdrawals and Transfers Outside the Plan.
The administrator will continue to hold under the plan shares that are transferred within the plan. If the transferee is not already a participant, a plan account will be opened in the name of the transferee, and the transferee will promptly receive an enrollment form to elect any applicable services offered through the plan. Until the transferee elects otherwise or the transferor specifically requests that the new account be enrolled in one or more of the plans options, the transferees account will be treated as having elected (i) to have shares held in safekeeping under the plan and (ii) to have 100% of cash dividends paid on such shares reinvested in our common stock. If the transferee is already a participant, the shares transferred will be treated as other shares already in the account of the transferee with respect to plan options. As a result of the transfer, the transferor and the transferee will receive a statement confirming the transaction.
Reinvestment of Dividends on Remaining Shares
When a participant sells, withdraws or transfers a portion of the shares credited to the participants account, the number of shares credited to the account is reduced. For a participant who is reinvesting cash dividends paid on only a portion of the shares credited to the participants account, unless the participant gives specific instructions to the contrary, the reduction will first be made to shares for which partial reinvestment has been elected before it is made to shares for which full reinvestment has been elected.
Reports to Participants
The administrator will send each participant a quarterly statement of year-to-date activity showing the amount invested, purchase price, the number of shares purchased, deposited, sold, transferred and withdrawn,
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total shares accumulated and other information. The administrator will also send each participant a confirmation promptly after each cash investment, deposit, sale, withdrawal or transfer. Dividend reinvestments will not be individually confirmed, but rather will appear on the quarterly statement. Participants should retain statements and confirmations in their permanent records to establish the cost basis of shares purchased under the plan for income tax and other purposes.
The administrator will send each participant copies of all communications sent to holders of our common stock, including our annual report to shareholders, notice of our annual meeting, proxy statement and form of proxy, as well as federal tax reporting statements, if applicable, for reporting taxable income received from us.
The administrator will send all payments, notices, statements and reports to the participants address on the administrators records. It is therefore imperative that participants promptly notify the administrator of any change of address.
Shares of Common Stock Held in the Plan
The administrator will hold shares of our common stock purchased under, or deposited for safekeeping into, the plan and credited to participants accounts in the administrators name or the name of its nominee, as custodian. The number of shares, including fractional shares, held for each participant will be shown on each statement of account. Certificates for shares, including fractional shares, of our common stock will not be issued under any circumstances.
A participant may request that shares of our common stock held in its account be electronically transferred to its brokerage account by authorizing its broker to do so; any such request must be made through such participants broker.
Shares held in a participants account cannot be pledged or assigned. A participant who wishes to pledge or assign any shares must request that they be withdrawn from the plan and electronically issued to the participant along with a book statement representing such withdrawn shares.
Termination of Participation
A participant may terminate participation in the plan at any time by notifying the administrator in writing. As soon as practicable after receipt of notification, the administrator will provide to the participant:
| a book statement for all of the whole shares credited to the participants account, |
| any dividends and cash investments credited to the participants account, and |
| the cash value of any fraction of a share of our common stock credited to the participants account. |
A fraction of a share will be valued at the weighted average sales price (less brokerage fees and commissions, any related service charges and applicable taxes) of the aggregate number of shares sold in the open market for the investment date.
Costs
We will pay all administrative costs and expenses of the plan. Participants will bear the cost of brokerage fees and commissions, related service charges and any applicable taxes incurred on all purchases and sales of our common stock in the open market. As of the date of this prospectus, shares of stock are being purchased by an independent agent in the open market. We do not expect the brokerage fees and commissions and related service charges to exceed $0.10 per share. There are no brokerage fees and
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commissions or related service charges for shares of common stock purchased directly from us. As of the date of this prospectus, services charges and fees under the plan include:
| Non-sufficient funds check return ($35.00) |
| Research ($75.00 per item/hour) |
| Funds wire transfer ($30.00) |
| Rush stock transfer ($50.00) |
| Processing fee for lost certificate ($50.00) |
| Surety bond premium on lost certificate (2%) |
U.S. Federal Income Tax Consequences
The following is a summary of certain U.S. federal income tax consequences of participating in the plan. This summary is based on current law and may be affected by future legislation, income tax regulations, court decisions, Internal Revenue Service rulings and other administrative pronouncements. This discussion does not purport to deal with all aspects of taxation that may be relevant to a participant in light of the participants circumstances, or if the participant is a type of investor who is subject to special treatment under U.S. federal income tax law (including, without limitation, insurance companies, partnerships, tax-exempt organizations, financial institutions, broker dealers, foreign corporations, other foreign entities, and persons who are not citizens or residents of the United States). This discussion is limited to taxpayers that will hold shares of our common stock as capital assets (generally, held for investment). Each participant should consult the participants own tax advisor regarding the tax consequences (including the federal, state, local, foreign and other tax consequences) for the participant as a result of participating in the plan and of potential changes in applicable tax laws.
A participant will be required to include as income for U.S. federal income tax purposes the gross amount of all dividend payments on our common stock reinvested in our common stock as though the participant received the dividends in cash. In addition, a participant will be taxed on any brokerage commissions, fees or service charges that we pay for in connection with a purchase of our common stock for the participant under the plan.
To the extent distributions by us to our participants are treated as made from our current or accumulated earnings and profits, the distributions will be dividends taxable as ordinary income. The amount of any dividends in excess of earnings and profits will reduce a participants tax basis in our common stock with respect to which the dividend was received, and, to the extent in excess of basis, result in capital gain.
As a general rule, a participants tax basis for shares of our common stock (or any fraction of a share) acquired under the plan will be equal to the cash value of dividends attributable to the purchase of the shares on the applicable purchase date, as adjusted for brokerage commissions, fees and service charges, if any. A participants tax basis in shares purchased with cash investments will be the cost of the shares plus any allocable brokerage commissions, fees and service charges, if any, on the applicable purchase date.
The participant will recognize capital gain or loss upon the sale of whole shares and upon the sale of any fractional share credited to the participants account under the plan. The gain or loss will be equal to the difference between the amount received for shares (or a fractional share) and the participants tax basis in such shares.
Unless a participant makes a contrary election, the administrator will report the tax basis of a participants shares held in the plan using the first in, first out (FIFO) method. Under the FIFO method, any sale of shares held in the plan will be deemed to first come from a participants oldest shares. Shares of our common stock purchased under the plan will have a holding period beginning on the day after the applicable purchase date.
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Under Internal Revenue Service backup withholding regulations, dividends reinvested under the plan may be subject to backup withholding tax (currently at 24%) unless the participant (i) is an exempt recipient or (ii) provides the administrator with the participants taxpayer identification number (in the case of individual taxpayers the taxpayer identification number is their Social Security number) and certifies that it is not subject to backup withholding. Any amount so withheld will be treated as taxable income received by the participant and will be reflected on Form 1099-DIV mailed annually to all our investors, including plan participants.
The above summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a participant in the plan. Therefore, each participant should consult the participants own tax advisor regarding the tax consequences of participating in the plan.
Stock Splits, Stock Dividends, and Rights Offerings
Any shares or other noncash distributions, including stock splits, stock dividends, combinations, recapitalizations and similar events affecting our common stock, will be credited to a participants account on a pro-rata basis. In the event of a rights offering, a participant will receive rights based upon the total number of whole shares of our common stock credited to the participants account.
Voting of Proxies
Participants have the exclusive right to vote all whole shares credited to their plan accounts, either in person or by proxy, at any annual or special meeting of our shareholders. Fractions of shares cannot be voted. The administrator will forward to each participant all shareholder materials relating to shares credited to that participants account.
Limitation of Liability
Neither we nor the administrator nor any independent agent will be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising from failure to terminate a participants account upon the participants death prior to receipt of notice in writing of such death, or with respect to the prices or times at which shares of our common stock are purchased or sold for participants, or fluctuations in the market value of our common stock.
Written Provisions of the Plan Controlling
With respect to any matter relating to the plan, including, without limitation, the timing and pricing of purchases and sales of our common stock for participants, the written provisions of the plan are controlling. Participants should not rely on any oral representations inconsistent with the written provisions of the plan. Neither we nor the administrator nor any independent agent will be liable for a participants reliance on oral statements inconsistent with the written provisions of the plan.
Interpretation and Regulation of the Plan
Our officers are authorized to take actions to carry out the plan consistent with the plans terms and conditions. We reserve the right to interpret and regulate the plan as we deem desirable or necessary in connection with the plans operations.
Change or Termination of the Plan
We may suspend, modify or terminate the plan at any time, in whole, in part or in respect of participants in one or more jurisdictions, without the approval of participants. No such amendment will decrease the account of any participant or result in distribution to us of any amount credited to the account of any participant. Notice of
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suspension, modification or termination will be sent to all affected participants. Upon any whole or partial termination of the plan by us, each affected participant will receive:
| a book statement for all of the whole shares credited to the participants account, |
| any dividends and cash investments credited to the participants account, and |
| the cash value of any fraction of a share of our common stock credited to the participants account. |
A fraction of a share will be valued at the weighted average sales price (less brokerage fees and commissions, any related service charges and applicable taxes) of the aggregate number of shares sold in the open market for the investment date.
Termination of Participation by CenterPoint Energy
If a participant does not have at least one whole share of our common stock credited to the participants account, or does not own any shares of our common stock for which cash dividends are designated for reinvestment under the plan, we shall terminate the participants participation in the plan. Additionally, we may terminate, in our sole discretion, any participants participation in the plan after written notice mailed in advance to the participants address appearing on the records of the administrator. A participant whose participation has been terminated will receive:
| a book statement for all of the whole shares credited to the participants account, |
| any dividends and cash investments credited to the participants account, and |
| the cash value of any fraction of a share of our common stock credited to the participants account. |
A fraction of a share will be valued at the weighted average sales price (less brokerage fees and commissions, any related service charges and applicable taxes) of the aggregate number of shares sold in the open market for the investment date.
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We are offering shares of our common stock by this prospectus pursuant to the plan. The terms of the plan provide for the purchase of shares of our common stock directly from us or, at our option, by an independent agent in the open market. As of the date of this prospectus, shares of our common stock purchased for participants under the plan are being purchased by an independent agent in the open market. The plan provides that we may not change our determination regarding the source of purchases of shares more than once in any three-month period. We expect our primary consideration in determining the source of shares to be used for purchases under the plan will be our need to increase equity capital. If we do not need to raise funds externally or if financing needs are satisfied using non-equity sources of funds to maintain our targeted capital structure, shares of our common stock purchased for participants will be purchased in the open market, subject to the limitation on changing the source of shares of our common stock.
We will pay all administrative costs and expenses associated with the plan. Participants will bear the cost of brokerage commissions and fees, related service charges and any applicable taxes incurred on all purchases and sales made in the open market. These costs will be included as adjustments to purchase and sales prices. There are no brokerage fees and commissions or related service charges for shares of common stock purchased directly from us.
DESCRIPTION OF OUR CAPITAL STOCK
As of August 15, 2019, our authorized capital stock consisted of:
| 1,000,000,000 shares of common stock, par value $0.01 per share, of which 502,235,354 shares were outstanding, excluding 166 shares held as treasury stock, and |
| 20,000,000 shares of preferred stock, par value $0.01 per share, of which 800,000 shares of Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, with a liquidation preference of $1,000 per share (Series A Preferred Stock), and 977,500 shares of 7.00% Series B Mandatory Convertible Preferred Stock, with a liquidation preference of $1,000 per share (Series B Preferred Stock), were outstanding. |
Broadridge Corporate Issuer Solutions, Inc. serves as transfer agent and registrar for our common stock, Series A Preferred Stock and Series B Preferred Stock.
We have incorporated by reference the descriptions of our common stock into this prospectus. Please read Where You Can Find More Information and Incorporation By Reference.
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The consolidated financial statements incorporated in this document by reference from our Annual Report on Form 10-K for the year ended December 31, 2018, and the effectiveness of our internal control over financial reporting, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Vectren Corporation and subsidiary companies incorporated in this prospectus by reference from the Current Report on Form 8-K of CenterPoint Energy, Inc. dated August 12, 2019, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
Certain legal matters in connection with our common stock offered hereby have been passed upon for us by Baker Botts L.L.P., Houston, Texas. Jason M. Ryan, Esq., our Senior Vice President and General Counsel, or Monica Karuturi, Esq., our Vice President and Deputy General Counsel, may pass on other legal matters for us. Each of Mr. Ryan and Ms. Karuturi is the beneficial owner of less than 1% of our common stock.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. | Other Expenses of Issuance and Distribution. |
CenterPoint Energy, Inc. (the Company) estimates that expenses in connection with the offering described in this Registration Statement will be as follows:
Securities and Exchange Commission filing fee |
$ | 10,028 | ||
Legal fees and expenses |
15,000 | |||
Accounting fees and expenses |
40,000 | |||
Printing expenses |
8,000 | |||
Miscellaneous expenses |
11,972 | |||
|
|
|||
Total expenses |
$ | 85,000 | ||
|
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Item 15. | Indemnification of Directors and Officers. |
Title 1, Chapter 8 of the Texas Business Organizations Code (TBOC) and Article V of the Companys Third Amended and Restated Bylaws provide the Company with broad powers and authority to indemnify its directors and officers and to purchase and maintain insurance for such purposes. Pursuant to such statutory and Bylaw provisions, the Company has purchased insurance against certain costs of indemnification that may be incurred by it and by its officers and directors.
Additionally, Article IX of the Companys Restated Articles of Incorporation provides that no director of the Company is liable to the Company or its shareholders for monetary damages for any act or omission in the directors capacity as director, except as required by law as in effect from time to time. Currently, Section 7.001 of the TBOC requires that liability be imposed for the following actions: (i) any breach of such directors duty of loyalty to the Company or its shareholders, (ii) any act or omission not in good faith that constitutes a breach of duty of such director to the Company or that involves intentional misconduct or a knowing violation of law, (iii) a transaction from which such director received an improper benefit, regardless of whether or not the benefit resulted from an action taken within the scope of the directors duties or (iv) an act or omission for which the liability of a director is expressly provided for by statute.
Article IX also provides that any subsequent amendments to Texas statutes that further limit the liability of directors will inure to the benefit of the directors, without any further action by shareholders. Any repeal or modification of Article IX shall not adversely affect any right of protection of a director of the Company existing at the time of the repeal or modification.
See Item 17. Undertakings for a description of the Commissions position regarding such indemnification provisions.
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Item 16. | Exhibits. |
The following documents are filed as part of this Registration Statement or incorporated by reference herein:
* | Incorporated herein by reference as indicated. |
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Item 17. | Undertakings. |
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on August 16, 2019.
CENTERPOINT ENERGY, INC. | ||
(Registrant) | ||
By: | /s/ Scott M. Prochazka | |
Scott M. Prochazka | ||
President and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott M. Prochazka, Xia Liu and Jason M. Ryan, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, (i) any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and (ii) any Registration Statement of the type contemplated by Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying, approving and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
Signature |
Title |
Date | ||
/s/ Scott M. Prochazka Scott M. Prochazka |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 16, 2019 | ||
/s/ Xia Liu Xia Liu |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
August 16, 2019 | ||
/s/ Kristie L. Colvin Kristie L. Colvin |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
August 16, 2019 | ||
/s/ Milton Carroll Milton Carroll |
Executive Chairman of the Board of Directors |
August 16, 2019 | ||
/s/ Leslie D. Biddle Leslie D. Biddle |
Director | August 16, 2019 |
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Signature |
Title |
Date | ||
/s/ Scott J. McLean Scott J. McLean |
Director | August 16, 2019 | ||
/s/ Martin H. Nesbitt Martin H. Nesbitt |
Director | August 16, 2019 | ||
/s/ Theodore F. Pound Theodore F. Pound |
Director | August 16, 2019 | ||
/s/ Susan O. Rheney Susan O. Rheney |
Director | August 16, 2019 | ||
/s/ Phillip R. Smith Phillip R. Smith |
Director | August 16, 2019 | ||
/s/ John W. Somerhalder II John W. Somerhalder II |
Director | August 16, 2019 | ||
/s/ Peter S. Wareing Peter S. Wareing |
Director | August 16, 2019 |
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Exhibit 5.1
910 LOUISIANA HOUSTON, TEXAS 77002-4995
TEL +1713.229.1234 FAX +1713.229.1522 BakerBotts.com |
AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON |
LONDON MOSCOW NEW YORK PALO ALTO RIYADH SAN FRANCISCO WASHINGTON |
August 16, 2019
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-3 (the Registration Statement) to be filed on the date hereof by CenterPoint Energy, Inc., a Texas corporation (the Company), with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), relating to the sale from time to time pursuant to Rule 415 under the Act of up to 3,000,000 shares (the Shares) of common stock, par value $0.01 per share, of the Company (Common Stock) under the Companys Fourth Amended and Restated Investors Choice Plan (the Plan), certain legal matters in connection with the Shares are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of the Companys Restated Articles of Incorporation and Third Amended and Restated Bylaws, each as amended to date, and the Plan, as amended to date, records of the Company, including certain resolutions of the Board of Directors of the Company, as furnished to us by the Company, certificates of governmental and public officials and of representatives of the Company, statutes and other instruments and documents as we have deemed necessary or advisable for purposes of the opinions hereinafter expressed.
In giving the opinions set forth below, we have relied, to the extent we deemed appropriate, without independent investigation or verification, upon certificates, statements, memoranda or other representations of officers, directors or other authorized representatives of the Company and of governmental and public officials with respect to the accuracy of the factual matters contained in or covered by such certificates, statements, memoranda or representations. In giving the opinions set forth below, we have assumed that all signatures on all documents examined by us are genuine, all documents submitted to us as originals are accurate and complete, all documents submitted to us as copies are true, correct and complete copies of the originals thereof, and all information submitted to us was accurate and complete.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Texas.
2. With respect to Shares that are to be issued by the Company pursuant to the Plan as newly issued shares or to be sold by the Company pursuant to the Plan as treasury shares, such Shares have been duly authorized by all requisite corporate action on the part of the
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CenterPoint Energy, Inc. |
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Company, and when so issued or sold from time to time in accordance with the terms and conditions of the Plan, including the receipt of any consideration provided for therein, assuming such consideration is not less than the par value of the Common Stock, such Shares will be validly issued, fully paid and nonassessable.
3. With respect to Shares that include shares of Common Stock which are issued and outstanding on the date hereof and are to be purchased in the open market on behalf of the Plan, such Shares have been duly authorized by all requisite corporate action on the part of the Company and will be validly issued, fully paid and nonassessable.
For the purposes of determining that previously issued shares of Common Stock will be duly authorized, validly issued, fully paid and nonassessable as contemplated by paragraph 3 above, (i) we have relied upon certificates of officers of the Company as to records of original issuances of Common Stock and as to the number of issued shares of Common Stock, (ii) as to the consideration received for such shares of Common Stock, we have relied on certificates of officers of the Company as to the Companys actual receipt of the consideration provided for in the resolutions authorizing the issuance of such shares of Common Stock, and (iii) we have assumed that such previously issued shares of Common Stock that were issued pursuant to stock benefit plans or programs of the Company or upon conversion, exchange or exercise of any other security of the Company, or in certain circumstances a subsidiary of the Company, have been delivered either in accordance with the applicable stock benefit plan or program approved by the Board of Directors of the Company or upon conversion, exchange or exercise of any other security of the Company, or in certain circumstances a subsidiary of the Company, in accordance with the terms of such security or the instrument governing such security, providing for such conversion, exchange or exercise as approved by the Board of Directors of the Company.
The opinions set forth above in this letter are limited in all respects to matters of the laws of the State of Texas and applicable federal law. We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement. We also consent to the references to our Firm under the heading Legal Matters in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ BAKER BOTTS L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 28, 2019, relating to the financial statements of CenterPoint Energy, Inc., and the effectiveness of CenterPoint Energy, Inc.s internal control over financial reporting, appearing in the Annual Report on Form 10-K of CenterPoint Energy, Inc. for the year ended December 31, 2018, and to the reference to us under the heading Experts in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
August 16, 2019
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 27, 2019, relating to the financial statements of Vectren Corporation appearing in the Current Report on Form 8-K of CenterPoint Energy, Inc. dated August 12, 2019, and to the reference to us under the heading Experts in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Indianapolis, IN
August 16, 2019