CenterPoint Energy announces concurrent public offerings of $1.50 billion of Common Stock and $0.75 billion of Depositary Shares representing interests in Series B Mandatory Convertible Preferred Stock

Houston – Sept. 24, 2018 – CenterPoint Energy, Inc. (NYSE: CNP) today announced the commencement of concurrent underwritten public offerings of $1,500,000,000 of shares of common stock and 15,000,000 depositary shares, each representing a 1/20th interest in a share of its Series B Mandatory Convertible Preferred Stock (Series B Preferred Stock), subject to market and other conditions. Each share of Series B Preferred Stock will have a liquidation preference of $1,000 (equivalent to $50 per depositary share). In addition, CenterPoint Energy intends to grant the underwriters in each respective offering a 30-day option to purchase up to an additional $225,000,000 of shares of common stock and up to an additional 2,250,000 depositary shares.

CenterPoint Energy intends to use the net proceeds from these offerings to finance a portion of the cash consideration in connection with its pending merger with Vectren Corporation (Vectren Merger), as well as a portion of the related fees and expenses. If for any reason the Vectren Merger is not completed, CenterPoint Energy expects to use the net proceeds from these offerings for general corporate purposes, which may include, at its sole discretion, exercising its option to redeem the Series B Preferred Stock and the corresponding depositary shares for cash, debt repayment, including repayment of commercial paper, capital expenditures, investments and repurchases of its common stock at the discretion of its board of directors.

The common stock and the depositary share offerings are separate registered public offerings made by means of separate prospectus supplements and are not contingent on one another. In addition, neither offering is or will be contingent on the consummation of the proposed Vectren Merger.

Morgan Stanley, Goldman Sachs & Co. LLC, Citigroup and Wells Fargo Securities are acting as joint book-running managers of the concurrent offerings. 

Each depositary share entitles the holder of such depositary share, through the depositary, to a proportional fractional interest in the rights and preferences of the Series B Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement. Unless previously converted or redeemed, each share of Series B Preferred Stock will automatically convert on or around September 1, 2021, into a number of shares of CenterPoint Energy's common stock based on the applicable conversion rate, and each depositary share will automatically convert into a number of shares of common stock equal to a proportionate fractional interest in such shares of common stock. The conversion rates, dividend rate and other terms of the Series B Preferred Stock will be determined at the time of pricing of the offering of the depositary shares.

Each offering will be made pursuant to CenterPoint Energy's effective shelf registration statement on Form S-3, as amended, previously filed with the Securities and Exchange Commission (SEC). Each offering will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Copies of the prospectus supplement and accompanying base prospectus meeting such requirements related to each offering may be obtained free of charge from the SEC's website, www.sec.gov or from:

 

Morgan Stanley & Co. LLC

Attention: Prospectus Department

180 Varick St. 2nd Fl.

New York, New York 10014

 

Goldman Sachs & Co. LLC

Attention: Prospectus Department

200 West Street

New York, New York 10282

Telephone: 1-866-471-2526

Email: prospectus-ny@ny.email.gs.com

 

Citigroup

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, New York 11717

Telephone: 1-800-831-9146

 

 

Wells Fargo Securities, LLC

Attention: Equity Syndicate Department

375 Park Avenue

New York, New York 10152

Telephone:  1-800-326-5897

Email: cmclientsupport@wellsfargo.com

Currently, no public market exists for the depositary shares. CenterPoint Energy intends to apply to list the depositary shares on the New York Stock Exchange under the symbol CNPPRB. CenterPoint Energy's common stock is listed on the New York Stock Exchange and the Chicago Stock Exchange under the symbol CNP.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock, any depositary shares, any shares of Series B Preferred Stock or any other securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, LP, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners, LP owns, operates and develops natural gas and crude oil infrastructure assets. With more than 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.

This press release includes forward-looking statements that are not historical facts. Actual events and results may differ materially from those projected. Forward-looking statements in this press release include, but are not limited to, statements regarding expectations on the granting of the options to the underwriters to purchase additional shares of common stock or depositary shares, the timing and sizing of the proposed offerings, the use of proceeds from the proposed offerings, the anticipated conversion date of the Series B Preferred Stock, listing of the depositary shares on the New York Stock Exchange and the Vectren Merger.  Factors that could affect the company's ability to complete the proposed offerings include, but are not limited to, general market conditions, investor acceptance of the proposed offerings, the satisfaction of the conditions to the proposed offerings discussed in the prospectus supplements and accompanying base prospectuses and other factors discussed in CenterPoint Energy's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, CenterPoint Energy's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, and June 30, 2018, and CenterPoint Energy's other SEC filings.  Factors that could affect the company's ability to complete the Vectren Merger include, but are not limited to, the satisfaction of the conditions to the Vectren Merger discussed in the prospectus supplement and accompanying base prospectus and other factors discussed in the company's SEC filings.

 

2018-09-24T05:00:00Z
CenterPoint Energy announces internal spin of Enable Midstream interests from CenterPoint Energy Resources Corp.

Houston – Sep. 4, 2018 - CenterPoint Energy, Inc. (NYSE: CNP) today reported the completion of an internal spin of its Enable Midstream Partners, LP (Enable) common units and interests in Enable's general partner, Enable GP, LLC (Enable GP), from CenterPoint Energy Resources Corp. (CERC) to CenterPoint Energy Midstream, Inc. (CNP Midstream).  The newly established CNP Midstream now holds all of CenterPoint Energy's interest in Enable and Enable GP except for CenterPoint Energy's investment in $363 million of Enable's 10% perpetual preferred securities.

CNP Midstream is a direct subsidiary of and is capitalized by CenterPoint Energy.  Legacy midstream indebtedness will be reduced at CERC by capital contributions in the near term and is expected to be reduced at the holding company by other sources by year-end.  CNP Midstream is not expected to be a separate Securities and Exchange Commission (SEC) registrant, nor is it expected to have its own public credit rating.

  • CenterPoint Energy's Enable common units and general partner interests now included in newly created subsidiary, CenterPoint Energy Midstream, Inc.
  • CenterPoint Energy Midstream, Inc. is capitalized by CenterPoint Energy, Inc.

This press release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this press release regarding the reduction of legacy midstream debt, including the timing for such events, are not historical facts and are forward-looking statements. Factors that could cause actual events and results to differ from those indicated by the forward-looking statements include factors discussed in CenterPoint Energy's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, CenterPoint Energy's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018, and CenterPoint Energy's other filings with the SEC.

Risks Related to CenterPoint Energy

Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) the performance of Enable, the amount of cash distributions CenterPoint Energy receives from Enable, Enable's ability to redeem the Series A Preferred Units in certain circumstances and the value of CenterPoint Energy's interest in Enable, and factors that may have a material impact on such performance, cash distributions and value, including factors such as: (A) competitive conditions in the midstream industry, and actions taken by Enable's customers and competitors, including the extent and timing of the entry of additional competition in the markets served by Enable; (B) 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 Enable's interstate pipelines; (C) the demand for crude oil, natural gas, NGLs and transportation and storage services; (D) environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; (E) recording of non-cash goodwill, long-lived asset or other than temporary impairment charges by or related to Enable; (F) changes in tax status; (G) access to debt and equity capital; and (H) the availability and prices of raw materials and services for current and future construction projects; (2) industrial, commercial and residential growth in CenterPoint Energy's service territories and changes in market demand, including the demand for CenterPoint Energy's non-rate regulated products and services and effects of energy efficiency measures and demographic patterns; (3) timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment; (4) future economic conditions in regional and national markets and their effect on sales, prices and costs; (5) weather variations and other natural phenomena, including the impact of severe weather events on operations and capital; (6) state and federal legislative and regulatory actions or developments affecting various aspects of CenterPoint Energy's and Enable's businesses, 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; (7) CenterPoint Energy's expected timing, likelihood and benefits of completion of CenterPoint Energy's pending merger with Vectren Corporation (Vectren), including the timing, receipt and terms and conditions of any required approvals by governmental and regulatory agencies that could reduce anticipated benefits or cause the parties to delay or abandon the pending transactions, as well as the ability to successfully integrate the businesses and realize anticipated benefits, the possibility that long-term financing for the pending transactions may not be put in place before the closing of the pending transactions or that financing terms may not be as expected and the risk that the credit ratings of the combined company or its subsidiaries may be different from what CenterPoint Energy expects; (8) tax legislation, including the effects of the comprehensive tax reform legislation informally referred to as the Tax Cuts and Jobs Act (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 CenterPoint Energy's rates; (9) CenterPoint Energy's ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms; (10) the timing and extent of changes in commodity prices, particularly natural gas, and the effects of geographic and seasonal commodity price differentials on CenterPoint Energy and Enable; (11) actions by credit rating agencies, including any potential downgrades to credit ratings; (12) changes in interest rates and their impact on CenterPoint Energy's costs of borrowing and the valuation of its pension benefit obligation; (13) problems with regulatory approval, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or in cost overruns that cannot be recouped in rates; (14) local, state and federal legislative and regulatory actions or developments relating to the environment, including those related to global climate change; (15) the impact of unplanned facility outages; (16) any direct or indirect effects on CenterPoint Energy's or Enable's facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt CenterPoint Energy's businesses or the businesses of third parties, or other catastrophic events such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, pandemic health events or other occurrences; (17) CenterPoint Energy's ability to invest planned capital and the timely recovery of CenterPoint Energy's investment in capital; (18) CenterPoint Energy's ability to control operation and maintenance costs; (19) the sufficiency of CenterPoint Energy's insurance coverage, including availability, cost, coverage and terms and ability to recover claims; (20) the investment performance of CenterPoint Energy's pension and postretirement benefit plans; (21) commercial bank and financial market conditions, CenterPoint Energy's access to capital, the cost of such capital, and the results of CenterPoint Energy's financing and refinancing efforts, including availability of funds in the debt capital markets; (22) changes in rates of inflation; (23) inability of various counterparties to meet their obligations to CenterPoint Energy; (24) non-payment for CenterPoint Energy's services due to financial distress of its customers; (25) the extent and effectiveness of CenterPoint Energy's risk management and hedging activities, including but not limited to, its financial and weather hedges and commodity risk management activities; (26) 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; (27) CenterPoint Energy's or Enable's potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses (including a reduction of CenterPoint Energy's interests in Enable, if any, whether through CenterPoint Energy's decision to sell all or a portion of the Enable common units it owns in the public equity markets or otherwise, subject to certain limitations), which CenterPoint Energy cannot assure will be completed or will have the anticipated benefits to us or Enable; (28) acquisition and merger activities involving CenterPoint Energy or its competitors, including the ability to successfully complete merger, acquisition or divestiture plans; (29) CenterPoint Energy's or Enable's ability to recruit, effectively transition and retain management and key employees and maintain good labor relations; (30) the outcome of litigation; (31) the ability of retail electric providers (REPs), including REP affiliates of NRG Energy, Inc. (NRG) and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and its subsidiaries; (31) the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy, Incorporated and Reliant Resources, Inc.), a wholly-owned subsidiary of NRG , and its subsidiaries, currently the subject of bankruptcy proceedings, to satisfy their obligations to CenterPoint Energy, including indemnity obligations; (33) changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation; (34) the timing and outcome of any audits, disputes and other proceedings related to taxes; (35) the effective tax rates; (36) the effect of changes in and application of accounting standards and pronouncements; and (37) other factors discussed in CenterPoint Energy's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, CenterPoint Energy's Quarterly Report on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018 and other reports CenterPoint Energy or its subsidiaries may file from time to time with the SEC.

Risks Related to the Merger

Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) the risk that CenterPoint Energy or Vectren may be unable to obtain governmental and regulatory approvals required for the proposed transactions, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the proposed transactions or may be subject to or impose adverse conditions or costs, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transactions or could otherwise cause the failure of the proposed transactions to close, (3) the risk that a condition to the closing of the proposed transactions or the committed financing may not be satisfied, (4) the failure to obtain, or to obtain

on favorable terms, any equity, debt or other financing necessary to complete or permanently finance the proposed transactions and the costs of such financing, (5) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed transactions, (6) the receipt of an unsolicited offer from another party to acquire assets or capital stock of Vectren that could interfere with the proposed transactions, (7) the timing to consummate the proposed transactions, (8) the costs incurred to consummate the proposed transactions, (9) the possibility that the expected cost savings, synergies or other value creation from the proposed transactions will not be realized, or will not be realized within the expected time period, (10) the risk that the companies may not realize fair values from properties that may be required to be sold in connection with the merger, (11) the credit ratings of the companies following the proposed transactions, (12) disruption from the proposed transactions making it more difficult to maintain relationships with customers, employees, regulators or suppliers, and (13) the diversion of management time and attention on the proposed transactions.

 

2018-09-04T05:00:00Z
CenterPoint Energy incorporates EEI environmental, social, governance, and sustainability reporting template into annual sustainability reporting

Houston – Aug. 27, 2018 – To better serve its customers, investors and stakeholders, CenterPoint Energy (NYSE: CNP) today announced it is incorporating the Edison Electric Institute's (EEI's) Version 1 environmental, social, governance, and sustainability-related (ESG/sustainability) reporting template into its annual sustainability reporting. This approach is part of an ongoing EEI-led initiative to help provide the financial sector with more uniform and consistent ESG/sustainability data and information.

Version 1 of the EEI ESG template is the first and only industry-focused and investor-driven ESG reporting framework.

"We recognize that key ESG-related issues are integral to our performance and are important for our investors and other stakeholders," said Scott M. Prochazka, president and chief executive officer of CenterPoint Energy.  "We believe the EEI ESG template complements the Corporate Responsibility Report we published earlier this year.  Combined, these disclosures highlight our approaches on supporting environmental stewardship, enriching our communities and providing a safe, inclusive workplace." 

In order to develop industry-focused and investor-driven ESG/sustainability reporting practices, CenterPoint Energy joined an EEI working group comprised of financial industry specialists in asset management, ESG/sustainability, and investment banking; buy-side and sell-side analysts; and electric company officials from various disciplines, including accounting, environmental, ESG/sustainability, finance, treasury, investor relations, and legal.

"The electric power industry is leading the way to a clean energy future, having reduced carbon dioxide emissions nearly 27 percent below 2005 levels as of the end of 2017," said EEI President Tom Kuhn. "EEI's ESG/sustainability template will enable CenterPoint Energy to present its ESG and sustainability-related efforts in an accurate, timely, and concise manner that is favored by investors."

Over the past two years, CenterPoint Energy and EEI-led stakeholder working groups developed the EEI ESG template, which encourages voluntary reporting of ESG/sustainability information in both quantitative and qualitative formats. Within the quantitative section, companies are able to report sector-specific information, including data on a company's portfolio, emissions, capital expenditures, and resources. The qualitative section provides an opportunity for companies to elaborate in greater detail regarding their governance and strategy. The EEI ESG template provides information in a measurable and consistent format for investors and customers to accurately assess the long-term ESG/sustainability progression toward a clean energy future.

As a participant in Version 1 of the EEI ESG template, CenterPoint Energy is publishing its 2017 data today under the Environmental, Social and Governance section of our Investor Relations website.   

More information is available here on EEI's website.

 

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, LP, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners, LP owns, operates and develops natural gas and crude oil infrastructure assets. With more than 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.

 

2018-08-27T05:00:00Z
CenterPoint Energy files for renewable natural gas program in Minnesota

Minneapolis – Aug. 23, 2018 CenterPoint Energy filed a proposal today with the Minnesota Public Utilities Commission (MPUC) seeking approval to introduce a renewable natural gas green tariff pilot program to its Minnesota customers. If approved, CenterPoint Energy customers would be able to enroll in the program as early as spring 2019. CenterPoint Energy is one of the first natural gas providers in the U.S. to offer renewable natural gas (RNG) to customers.

The proposed program offers CenterPoint Energy customers in Minnesota the option to purchase RNG through their monthly bill. RNG is created by cleaning and refining methane produced from landfills, agriculture and waste water. If approved, the initial pilot program would be in place for five years, after which time CenterPoint Energy could request to continue, modify, or discontinue the program.

RNG is chemically nearly identical to conventional natural gas, but is sourced differently. Conventional natural gas is a fossil fuel obtained by drilling into underground rock formations. RNG is made of biogenic methane produced when organic waste breaks down in the absence of oxygen. Common sources include landfills, wastewater treatment plants and anaerobic digesters on farms or at food processing plants. Once processed, this biofuel can be injected directly into natural gas pipelines and used as a clean and reliable energy source for homes and businesses.

"In many cases, the methane emitted from these waste sources is not put to any useful purpose. The methane is either released directly into the atmosphere or burned in flares and converted to CO2 —in either case increasing greenhouse gas pollutants in the atmosphere. When it is collected, processed and used as a fuel, it can reduce waste and meet customers' energy needs while reducing greenhouse gas emissions," said Nick Mark, manager of Conservation and Renewable Energy Policy for CenterPoint Energy.

How it works

The proposed pilot is designed to operate similarly to electric green tariffs, through which customers may choose to spend more to purchase renewable energy. Under the proposal, residential or commercial customers will be able to voluntarily enroll in the RNG program. Customers will decide how much they wish to spend on RNG, with a minimum of $1 per month. As was the case for early electric green tariffs, the initial cost of RNG will be more expensive than non-renewables due to higher production costs and limited supply. While the finalized per-therm cost will be determined after MPUC approval, CenterPoint Energy estimates that RNG will cost approximately $3.89 per therm. In the future, CenterPoint Energy anticipates adjusting the per-therm program price annually based on market supply and customer demand, but these adjustments will not affect the amount charged to customers. Customers who choose to enroll in the RNG program will pay only the amount they designate.

"We've heard from our customers that they want to have options for how they get their energy and that many of them are interested in using more renewable energy," Mark added. "I'm excited to roll out this innovative program for Minnesota customers interested in supporting renewable forms of energy."

Opportunity for public comment

The filing process includes an opportunity for public comment on the program. After reviewing feedback from stakeholders and the public, the Commission will vote on whether the program is approved, denied or needs to be revised. If approved, CenterPoint Energy would start enrolling customers in the late spring of 2019 and have RNG flowing during the 2019-2020 heating season.

Only a handful of energy companies have sought to implement a voluntary renewable natural gas option for customers. The filing responds to customer and local government sustainability goals such as City of Minneapolis' goal to achieve an 80% reduction in greenhouse gas emissions by 2050.

"In addition to this being an exciting opportunity for CenterPoint Energy to offer our customers an innovative service, this filing helps advance energy policy and increase the amount of energy we get from renewables. We think it can help Minnesota achieve its energy policy goals as well as achieving environmental benefits," said Mark.

For more information on what CenterPoint Energy is doing to conserve the environment and help the community, see their Corporate Responsibility Report. For more information about CenterPoint Energy's RNG program, visit our website.

 

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners owns, operates and develops natural gas and crude oil infrastructure assets. With more than 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. The utility also operates a non-regulated business in Minnesota called Home Service Plus®.  For more information, please visit    CenterPointEnergy.com

 

2018-08-23T05:00:00Z
CenterPoint Energy announces closing of Series A Perpetual Preferred Stock Offering

Houston – Aug. 22, 2018 – CenterPoint Energy, Inc. (NYSE: CNP) today announced it has closed the previously announced underwritten public offering of 800,000 shares of its Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (Series A Perpetual Preferred Stock), at a price to the public of $1,000 per share.

"We are excited to complete this transaction as it represents another positive step forward on CenterPoint Energy's close of the pending merger with Vectren Corporation," said Bill Rogers, chief financial officer and executive vice president of CenterPoint Energy.

CenterPoint Energy intends to use the net proceeds of the offering of Series A Perpetual Preferred Stock of approximately $790 million (after estimated underwriters' discounts, commissions and offering expenses) to finance a portion of the cash consideration payable by CenterPoint Energy in connection with its pending merger with Vectren Corporation (Vectren Merger), as well as a portion of the related fees and expenses. If for any reason the Vectren Merger is not completed, then CenterPoint Energy expects to use the net proceeds from the offering of Series A Perpetual Preferred Stock for general corporate purposes, which may include, in CenterPoint Energy's sole discretion, debt repayment, including repayment of commercial paper, capital expenditures, investments and repurchases of its common stock at the discretion of its board of directors.  

Subject to their declaration by CenterPoint Energy's board of directors, dividends will be payable on a cumulative basis semi-annually at an annual rate of 6.125% of the stated amount per share from the issue date to, but excluding September 1, 2023, and thereafter at a floating rate per annum equal to three-month U.S. dollar LIBOR for each quarterly dividend period, plus a spread of 3.270%. Dividends will be paid in arrears on March 1 and September 1 of each year, commencing on March 1, 2019, and ending on September 1, 2023, and thereafter quarterly in arrears on the first day of March, June, September and December of each year.  

Goldman Sachs & Co. LLC, Morgan Stanley, J.P. Morgan, MUFG, Mizuho Securities, RBC Capital Markets, Barclays, Credit Suisse and Deutsche Bank Securities acted as joint book-running managers of the offering. 

The offering of Series A Perpetual Preferred Stock was made pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (SEC). The offering of Series A Perpetual Preferred Stock was made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. A copy of the prospectus supplement and accompanying base prospectus meeting such requirements related to the offering may be obtained free of charge from the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, LP, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners, LP owns, operates and develops natural gas and crude oil infrastructure assets. With more than 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.

This press release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this press release regarding the use of proceeds from the offering of Series A Perpetual Preferred Stock and the Vectren Merger are not historical facts and are forward-looking statements. Factors that could affect the company's ability to complete the Vectren Merger include, but are not limited to, the satisfaction of the conditions to the Vectren Merger discussed in the prospectus supplement and accompanying base prospectus and other factors discussed in CenterPoint Energy's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, CenterPoint Energy's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, and June 30, 2018, and CenterPoint Energy's other filings with the SEC.

2018-08-22T05:00:00Z
CenterPoint Energy announces pricing of Series A Perpetual Preferred Stock Offering

Houston – Aug. 15, 2018 – CenterPoint Energy, Inc. (NYSE: CNP) today announced the pricing of an underwritten public offering of 800,000 shares of its Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (Series A Perpetual Preferred Stock), at a price to the public of $1,000 per share. Dividends on the Series A Perpetual Preferred Stock will accrue at an annual rate of 6.125% until September 1, 2023.  Subject to customary closing conditions, the offering is expected to close on or about August 22, 2018.

CenterPoint Energy intends to use the net proceeds of the offering of Series A Perpetual Preferred Stock of approximately $790 million (after estimated underwriters' discounts, commissions and offering expenses) to finance a portion of the cash consideration (Merger Consideration) payable by CenterPoint Energy in connection with its pending merger with Vectren Corporation (Vectren Merger), as well as a portion of the related fees and expenses. If for any reason the Vectren Merger is not completed, then CenterPoint Energy expects to use the net proceeds from the offering of Series A Perpetual Preferred Stock for general corporate purposes, which may include, in CenterPoint Energy's sole discretion, debt repayment, including repayment of commercial paper, capital expenditures, investments and repurchases of its common stock at the discretion of its board of directors.  

Goldman Sachs & Co. LLC, Morgan Stanley, J.P. Morgan, MUFG, Mizuho Securities, RBC Capital Markets, Barclays, Credit Suisse and Deutsche Bank Securities are acting as joint book-running managers of the offering. 

The offering of Series A Perpetual Preferred Stock is being made pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (SEC). The offering of Series A Perpetual Preferred Stock may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. A copy of the prospectus supplement and accompanying base prospectus meeting such requirements related to the offering may be obtained free of charge from the SEC's website, www.sec.gov or from:

Text Box: --more--

Goldman Sachs & Co. LLC

Attention: Prospectus Department

200 West Street

New York, New York 10282

Telephone: 1-866-471-2526

Email: prospectus-ny@ny.email.gs.com

 

Morgan Stanley & Co. LLC

Attention: Prospectus Department

180 Varick St. 2nd Fl.

New York, New York 10014

Telephone: 1-866-718-1649

 

J.P. Morgan Securities LLC

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Telephone: 1-866-803-9204

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, LP, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners, LP owns, operates and develops natural gas and crude oil infrastructure assets. With more than 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.

This press release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this press release regarding the use of proceeds from the offering of Series A Perpetual Preferred Stock are not historical facts and are forward-looking statements. Factors that could affect the company's ability to complete the offering of Series A Perpetual Preferred Stock include, but are not limited to, general market conditions, investor acceptance of the offering of Series A Perpetual Preferred Stock, the satisfaction of the conditions to the offering of Series A Perpetual Preferred Stock discussed in the prospectus supplement and accompanying base prospectus and other factors discussed in CenterPoint Energy's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, CenterPoint Energy's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018, and CenterPoint Energy's other filings with the SEC.

2018-08-15T05:00:00Z
August 11 (8/11) serves as a reminder to always call 811 before digging

Houston – Aug. 11, 2018 – Today's date of 8/11 is a reminder for everyone to call the national "Call Before You Dig" number – 811 – prior to any digging project. One free call to 811 before digging can prevent injuries, property damage, service disruption and possible costly fines for damaged infrastructure.

"It doesn't matter where you're digging in your yard, we encourage everyone to always call 811 before any digging project. On this day and throughout the year, we continue to remind homeowners and professional contractors alike to call before digging to eliminate the risk of striking an underground utility line," said Joe Berry, director of Damage Prevention for CenterPoint Energy. "The cause of many underground utility damages is not digging properly. The only physical way to know what's below is to call and have the buried utilities in your area of excavation marked. Not only is it a free call and service, it is also the law."

By calling 811, a homeowner connects to a One Call Center, which then notifies the appropriate utility companies of the homeowner's intent to dig. Professional locators are sent to the requested digging site to mark the approximate locations of underground lines with flags and spray paint, enabling the homeowner to dig safely.

The depth of utility lines varies and there may be multiple utility lines in a common area. Whether it is a small project like planting a tree, or a larger one such as hiring a professional to install a lawn irrigation system, smart digging means calling 811 before each job. For more information, visit call811.com.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners owns, operates and develops natural gas and crude oil infrastructure assets. With nearly 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, please visit www.CenterPointEnergy.com.

2018-08-11T05:00:00Z
Clogged sewer? Utility companies encourage "Call Before You Clear" for natural gas and sewer line safety

Minneapolis – Aug. 8, 2018 – If you have a clogged or backed up sewer, natural gas utility companies want to remind you of Call Before You Clear, a safety campaign to raise awareness about intersecting natural gas and sewer lines. Some underground natural gas pipes may have been unintentionally installed through sewer pipes – a situation known as a cross bore. Cross bores can be dangerous because the mechanical equipment used to unclog sewer pipes can easily penetrate a natural gas pipe and lead to a dangerous natural gas leak.

"We ask anyone – customers, plumbers or sewer cleaning contractors -  attempting to clear a clogged sewer or septic pipe to call their natural gas utility first," said Tod Norgren, manager of Construction Services for CenterPoint Energy and Call Before You Clear campaign lead. "Our goal in promoting awareness of Call Before You Clear, is to prevent potential accidents."

Before clearing a sewer line, plumbers, sewer cleaning contractors or customers should first contact the natural gas utility serving the area. Participating utility companies will examine their records to determine if any potential conflicts exist and whether an in-sewer camera inspection is needed. If so, the utility will send a professionally trained sewer camera contractor to the location to complete a free inspection.

Participating utilities include:

To learn more, link to the Call Before You Clear campaign.            

 

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners owns, operates and develops natural gas and crude oil infrastructure assets. With nearly 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years.  In Minnesota, CenterPoint Energy is the state's largest natural gas distribution utility, serving approximately 860,000 customers in 260 communities. The utility also operates a non-regulated business in Minnesota called Home Service Plus®. For more information, visit CenterPointEnergy.com.

2018-08-08T05:00:00Z
CenterPoint Energy reports second quarter 2018 net loss of $0.17 per diluted share; $0.30 earnings per diluted share on a guidance basis, excluding costs associated with the pending merger with Vectren

Houston - Aug. 3, 2018 - CenterPoint Energy, Inc. (NYSE: CNP) today reported a net loss of $75 million, or $0.17 per diluted share, for the second quarter of 2018, compared with net income of $135 million, or $0.31 per diluted share, for the second quarter of 2017. On a guidance basis and excluding $34 million of pre-tax costs associated with the pending merger with Vectren, second quarter 2018 earnings were $0.30 per diluted share, consisting of $0.20 from utility operations and $0.10 from midstream investments. Second quarter 2017 earnings on a guidance basis were $0.29 per diluted share, consisting of $0.20 from utility operations and $0.09 from midstream investments.

Operating income for the second quarter of 2018 was $187 million, compared with $240 million in the second quarter of 2017. For the second quarter of 2017 operating income was increased and other income decreased by $17 million in accordance with the retrospective adoption of the accounting standard for compensation-retirement benefits (ASU 2017-07). Equity income from midstream investments was $58 million for the second quarter of 2018, compared with $59 million for the second quarter of 2017. 

"Our businesses, including our midstream investments, performed well and as expected this quarter. We remain on track to achieve the high end of our guidance range," said Scott M. Prochazka, president and chief executive officer of CenterPoint Energy. "At the same time, we are making solid progress on the approvals and conditions to close our pending merger with Vectren in the first quarter of 2019." 

  • Company anticipates achieving the high end of $1.50 - $1.60 2018 EPS guidance range, excluding costs associated with the pending merger with Vectren
  • Earnings reduced by $0.42 per share associated with ZENS, primarily as a result of AT&T Inc.'s acquisition of Time Warner Inc.

Business Segments

Electric Transmission & Distribution

The electric transmission & distribution segment reported operating income of $181 million for the second quarter of 2018, consisting of $167 million from the regulated electric transmission & distribution utility operations (TDU) and $14 million related to securitization bonds. Operating income for the second quarter of 2017 was $171 million, consisting of $151 million from the TDU and $20 million related to securitization bonds.

Operating income for the TDU benefited primarily from higher equity return related to the annual true-up of transition charges, rate relief and increased usage resulting from a return to more normal weather and customer growth. These benefits were partially offset by lower revenues reflecting the lower federal tax rate due to the Tax Cuts and Jobs Act (TCJA), higher operation and maintenance expenses, and higher depreciation and amortization expense.

The retrospective adoption of ASU 2017-07 resulted in an increase to electric transmission and distribution operating income and a corresponding decrease to other income of $7 million for the second quarter of 2017. 

Natural Gas Distribution

The natural gas distribution segment reported operating income of $7 million for the second quarter of 2018, compared with $42 million for the second quarter of 2017. Operating income benefited from rate relief and customer growth. These increases were more than offset by higher operation and maintenance expenses, lower revenues reflecting the lower federal tax rate due to the TCJA, and higher depreciation and amortization expense. The second quarter of 2017 included $16 million of revenues from a decoupling mechanism to recover warmer than normal weather for the 2016-2017 winter season. In addition, the second quarter of 2017 benefited from $10 million of adjustments related to the Texas Gulf rate order.     

The retrospective adoption of ASU 2017-07 resulted in an increase to natural gas distribution operating income and a corresponding decrease to other income of $5 million for the second quarter of 2017.

Energy Services

The energy services segment reported operating income of $15 million for the second quarter of 2018, which included a mark-to-market gain of $8 million, compared with operating income of $16 million for the second quarter of 2017, which included a mark-to-market gain of $6 million.  Excluding mark-to-market adjustments, operating income was $7 million for the second quarter of 2018 compared with $10 million for the second quarter of 2017. 

Midstream Investments

The midstream investments segment reported $58 million of equity income for the second quarter of 2018, compared with $59 million in the second quarter of 2017. 

ZENS-Related Impact

In connection with AT&T Inc.'s acquisition of Time Warner Inc., CenterPoint Energy received $53.75 and 1.437 shares of AT&T Common for each share of Time Warner Common held, resulting in cash proceeds of $382 million and 10,212,945 shares of AT&T. In accordance with the terms of the Zero-Premium Exchangeable Subordinated Notes (ZENS), the company remitted $382 million to ZENS note holders in July 2018 as additional interest, which reduced the contingent principal amount of the ZENS. As a result, the company recorded a pre-tax loss of

$242 million, which is included in Loss on indexed debt securities on the Statements of Consolidated Income.

Other Operations

The other operations segment reported an operating loss of $16 million for the second quarter of 2018, compared with operating income of $11 million in the second quarter of 2017. This decrease is primarily due to transaction costs related to the pending merger with Vectren.

Earnings Outlook

CenterPoint Energy anticipates achieving the high end of the $1.50 - $1.60 EPS guidance range for 2018, excluding costs associated with the pending merger with Vectren. These costs include integration planning and transaction-related fees and expenses. In addition, the company expects to issue debt and equity securities to fund the pending merger with Vectren in advance of closing and therefore 2018 is expected to have higher net interest expense and higher share count, the effects of which are not included in the EPS guidance range set forth above. This guidance is inclusive of Enable's net income guidance. The guidance range assumes ownership of 54.0 percent of the common units representing limited partner interests in Enable Midstream and includes the amortization of CenterPoint Energy's basis differential in Enable Midstream and effective tax rates. CenterPoint Energy does not include other potential Enable Midstream impacts on guidance, such as any changes in accounting standards or unusual items. 

The guidance range considers utility operations performance to date and certain significant variables that may impact earnings, such as weather, throughput, commodity prices, effective tax rates, financing activities (other than those to fund the pending merger with Vectren), and regulatory and judicial proceedings to include regulatory action as a result of recent tax reform legislation.

Utility operations EPS includes all earnings except those related to Midstream Investments (utility operations EPS includes the Enable Series A Preferred Units).

In providing this guidance, CenterPoint Energy uses a non-GAAP measure of adjusted diluted earnings per share that does not consider other potential impacts, such as changes in accounting standards or unusual items, earnings or losses from the change in the value of the ZENS securities and the related stocks, or the timing effects of mark-to-market accounting in the company's energy services business. 

Filing of Form 10-Q for CenterPoint Energy, Inc.

Today, CenterPoint Energy, Inc. filed with the Securities and Exchange Commission (SEC) its Quarterly Report on Form 10-Q for the period ended June 30, 2018. A copy of that report is available on the company's website, under the Investors section. Other filings the company makes with the SEC and certain documents relating to its corporate governance can also be found under the Investors section. 

Webcast of Earnings Conference Call

CenterPoint Energy's management will host an earnings conference call on Friday, Aug. 3, 2018, at 10:00 a.m. Central time/11:00 a.m. Eastern time. Interested parties may listen to a live audio broadcast of the conference call on the company's website under the Investors section. A replay of the call can be accessed approximately two hours after the completion of the call and will be archived on the website for at least one year.

 

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners owns, operates and develops natural gas and crude oil infrastructure assets. With more than 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, go to www.CenterPointEnergy.com.

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties.  Actual events and results may differ materially from those expressed or implied by these forward-looking statements. Any statements in this news release regarding future earnings, and future financial performance and results of operations, including, but not limited to earnings guidance, targeted dividend growth rate and any other statements that are not historical facts are forward-looking statements. Each forward-looking statement contained in this news release speaks only as of the date of this release.

Risks Related to CenterPoint Energy

Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) the performance of Enable Midstream Partners, LP (Enable), the amount of cash distributions CenterPoint Energy receives from Enable, Enable's ability to redeem the Series A Preferred Units in certain circumstances and the value of CenterPoint Energy's interest in Enable, and factors that may have a material impact on such performance, cash distributions and value, including factors such as: (A) competitive conditions in the midstream industry, and actions taken by Enable's customers and competitors, including the extent and timing of the entry of additional competition in the markets served by Enable; (B) 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 Enable's interstate pipelines; (C) the demand for crude oil, natural gas, NGLs and transportation and storage services; (D) environmental and other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; (E) recording of non-cash goodwill, long-lived asset or other than temporary impairment charges by or related to Enable; (F) changes in tax status; (G) access to debt and equity capital; and (H) the availability and prices of raw materials and services for current and future construction projects; (2) industrial, commercial and residential growth in CenterPoint Energy's service territories and changes in market demand, including the demand for CenterPoint Energy's non-rate regulated products and services and effects of energy efficiency measures and demographic patterns; (3) timely and appropriate rate actions that allow recovery of costs and a reasonable return on investment; (4) future economic conditions in regional and national markets and their effect on sales, prices and costs; (5) weather variations and other natural phenomena, including the impact of severe weather events on operations and capital; (6) state and federal legislative and regulatory actions or developments affecting various aspects of CenterPoint Energy's and Enable's businesses, 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; (7) CenterPoint Energy's expected timing, likelihood and benefits of completion of CenterPoint Energy's pending merger with Vectren Corporation (Vectren), including the timing, receipt and terms and conditions of any required approvals by Vectren's shareholders and governmental and regulatory agencies that could reduce anticipated benefits or cause the parties to delay or abandon the pending transactions, as well as the ability to successfully integrate the businesses and realize anticipated benefits, the possibility that long-term financing for the pending transactions may not be put in place before the closing of the pending transactions and the risk that the credit ratings of the combined company or its subsidiaries may be different from what CenterPoint Energy expects; (8) tax legislation, including the effects of the comprehensive tax reform legislation informally referred to as the Tax Cuts and Jobs Act (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 CenterPoint Energy's rates; (9) CenterPoint Energy's ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms; (10) the timing and extent of changes in commodity prices, particularly natural gas, and the effects of geographic and seasonal commodity price differentials; (11) actions by credit rating agencies, including any potential downgrades to credit ratings; (12) changes in interest rates and their impact on CenterPoint Energy's costs of borrowing and the valuation of its pension benefit obligation; (13) problems with regulatory approval, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or in cost overruns that cannot be recouped in rates; (14) local, state and federal legislative and regulatory actions or developments relating to the environment, including those related to global climate change; (15) the impact of unplanned facility outages; (16) any direct or indirect effects on CenterPoint Energy's or Enable's facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt CenterPoint Energy's businesses or the businesses of third parties, or other catastrophic events such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, pandemic health events or other occurrences; (17) CenterPoint Energy's ability to invest planned capital and the timely recovery of CenterPoint Energy's investment in capital; (18) CenterPoint Energy's ability to control operation and maintenance costs; (19) the sufficiency of CenterPoint Energy's insurance coverage, including availability, cost, coverage and terms and ability to recover claims; (20) the investment performance of CenterPoint Energy's pension and postretirement benefit plans; (21) commercial bank and financial market conditions, CenterPoint Energy's access to capital, the cost of such capital, and the results of CenterPoint Energy's financing and refinancing efforts, including availability of funds in the debt capital markets; (22) changes in rates of inflation; (23) inability of various counterparties to meet their obligations to CenterPoint Energy; (24) non-payment for CenterPoint Energy's services due to financial distress of its customers; (25) the extent and effectiveness of CenterPoint Energy's risk management and hedging activities, including but not limited to, its financial and weather hedges and commodity risk management activities; (26) 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; (27) CenterPoint Energy's or Enable's potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses (including a reduction of interests in Enable, if any, whether through CenterPoint Energy's decision to sell all or a portion of the Enable common units it owns in the public equity markets or otherwise, subject to certain limitations), which CenterPoint Energy cannot assure will be completed or will have the anticipated benefits to us or Enable; (28) acquisition and merger activities involving CenterPoint Energy or its competitors, including the ability to successfully complete merger, acquisition or divestiture plans; (29) CenterPoint Energy's or Enable's ability to recruit, effectively transition and retain management and key employees and maintain good labor relations; (30) the outcome of litigation; (31) the ability of retail electric providers (REPs), including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and its subsidiaries; (31) the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy and RRI), a wholly-owned subsidiary of NRG Energy, Inc. (NRG), and its subsidiaries, currently the subject of bankruptcy proceedings, to satisfy their obligations to CenterPoint Energy, including indemnity obligations; (33) changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation; (34) the timing and outcome of any audits, disputes and other proceedings related to taxes; (35) the effective tax rates; (36) the effect of changes in and application of accounting standards and pronouncements; and (37) other factors discussed in CenterPoint Energy's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, CenterPoint Energy's Quarterly Report on Form 10-Q for the quarters ended March 31, 2018, and June 30, 2018, and other reports CenterPoint Energy or its subsidiaries may file from time to time with the Securities and Exchange Commission.

Risks Related to the Merger

Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) the risk that Vectren may be unable to obtain shareholder approval for the proposed transactions, (2) the risk that CenterPoint Energy or Vectren may be unable to obtain governmental and regulatory approvals required for the proposed transactions, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the proposed transactions or may be subject to or impose adverse conditions or costs, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transactions or could otherwise cause the failure of the proposed transactions to close, (4) the risk that a condition to the closing of the proposed transactions or the committed financing may not be satisfied, (5) the failure to obtain, or to obtain on favorable terms, any equity, debt or other financing necessary to complete or permanently finance the proposed transactions and the costs of such financing, (6) the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed transactions, (7) the receipt of an unsolicited offer from another party to acquire assets or capital stock of Vectren that could interfere with the proposed transactions, (8) the timing to consummate the proposed transactions, (9) the costs incurred to consummate the proposed transactions, (10) the possibility that the expected cost savings, synergies or other value creation from the proposed transactions will not be realized, or will not be realized within the expected time period, (11) the risk that the companies may not realize fair values from properties that may be required to be sold in connection with the merger, (12) the credit ratings of the companies following the proposed transactions, (13) disruption from the proposed transactions making it more difficult to maintain relationships with customers, employees, regulators or suppliers, and (14) the diversion of management time and attention on the proposed transactions.

Use of Non-GAAP Financial Measures by CenterPoint Energy in Providing Guidance

In addition to presenting its financial results in accordance with generally accepted accounting principles (GAAP), including presentation of net income and diluted earnings per share, CenterPoint Energy also provides guidance based on adjusted net income and adjusted diluted earnings per share, which are non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's historical or future financial performance that excludes or includes amounts that are not normally excluded or included in the most directly comparable GAAP financial measure. CenterPoint Energy's adjusted net income and adjusted diluted earnings per share calculation excludes from net income and diluted earnings per share, respectively, the impact of ZENS and related securities and mark-to-market gains or losses resulting from the company's Energy Services business. CenterPoint Energy is unable to present a quantitative reconciliation of forward looking adjusted net income and adjusted diluted earnings per share because changes in the value of ZENS and related securities and mark-to-market gains or losses resulting from the company's Energy Services business are not estimable.

Management evaluates the company's financial performance in part based on adjusted net income and adjusted diluted earnings per share.  We believe that presenting these non-GAAP financial measures enhances an investor's understanding of CenterPoint Energy's overall financial performance by providing them with an additional meaningful and relevant comparison of current and anticipated future results across periods.  The adjustments made in these non-GAAP financial measures exclude items that Management believes does not most accurately reflect the company's fundamental business performance. These excluded items are reflected in the reconciliation tables of this news release, where applicable. CenterPoint Energy's adjusted net income and adjusted diluted earnings per share non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, net income and diluted earnings per share, which respectively are the most directly comparable GAAP financial measures. These non-GAAP financial measures also may be different than non-GAAP financial measures used by other companies.

Additional Information and Where to Find It

In connection with the pending transactions, Vectren filed a definitive proxy statement with the SEC on July 16, 2018, which was mailed or otherwise provided to its shareholders. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS FILED WITH THE SEC CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER.  Investors are able to obtain free copies of the proxy statement and other documents that will be filed by Vectren with the SEC at http://www.sec.gov, the SEC's website, or from Vectren's website (http://www.vectren.com) under the tab, "Investors" and then under the heading "SEC Filings."  Security holders may also read and copy any reports, statements and other information filed by Vectren with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.

Participants in the Solicitation

CenterPoint Energy, Vectren and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies from Vectren's shareholders with respect to the pending transactions. Information regarding the directors and executive officers of CenterPoint Energy is available in its definitive proxy statement for its 2018 annual meeting, filed with the SEC on March 15, 2018, and information regarding the directors and executive officers of Vectren is available in its definitive proxy statement for its 2018 annual meeting, filed with the SEC on March 22, 2018. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, were set forth in the proxy statement and other materials when they were filed with the SEC in connection with the pending transaction.

2018-08-03T05:00:00Z
CenterPoint Energy declares $0.2775 quarterly dividend

Houston – July 26, 2018 – CenterPoint Energy, Inc.'s (NYSE: CNP) Board of Directors today declared a regular quarterly cash dividend of $0.2775 per share of common stock payable on Sept. 13, 2018, to shareholders of record as of the close of business on Aug. 16, 2018.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and energy services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. The company also owns 54.0 percent of the common units representing limited partner interests in Enable Midstream Partners, a publicly traded master limited partnership it jointly controls with OGE Energy Corp. Enable Midstream Partners owns, operates and develops natural gas and crude oil infrastructure assets. With more than 8,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, please visit www.CenterPointEnergy.com.

 

2018-07-26T05:00:00Z

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