Current Report Filing (8-k)
August 09 2017 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2017
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Texas
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1-31447
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74-0694415
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1111 Louisiana
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (713)
207-1111
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2).
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 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On August 7, 2017, CenterPoint Energy,
Inc. (CenterPoint Energy) entered into an Underwriting Agreement (the Underwriting Agreement), among CenterPoint Energy and the several Underwriters named in Schedule I to the Underwriting Agreement (the
Underwriters), relating to the underwritten public offering of $500,000,000 aggregate principal amount of CenterPoint Energys 2.50% Senior Notes due 2022 (the Notes). The offering is being made pursuant to CenterPoint
Energys registration statement on Form
S-3
(Registration
No. 333-215833).
The Notes are being issued pursuant to the Indenture, dated as of May 19, 2003, between CenterPoint Energy and The Bank of New York
Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)), as trustee (the Trustee), as supplemented by Supplemental Indenture No. 9, to be dated as of
August 10, 2017, between CenterPoint Energy and the Trustee (Supplemental Indenture No. 9). The form, terms and provisions of the Notes are further described in Supplemental Indenture No. 9 and the prospectus supplement of
CenterPoint Energy dated August 7, 2017, together with the related prospectus dated January 31, 2017, as filed with the Securities and Exchange Commission under Rule 424(b)(2) of the Securities Act of 1933, as amended, on
August 8, 2017, which description is incorporated herein by reference.
The Underwriters and their affiliates are full service
financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage
activities. In the ordinary course of their respective businesses, certain of the Underwriters and/or their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, trust or investment management transactions
with CenterPoint Energy and its affiliates for which they have received, and will in the future receive, customary compensation.
A copy
of the Underwriting Agreement, the Indenture and the form of Supplemental Indenture No. 9 (including the form of Note) have been filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this report and are incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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The exhibits listed below are filed herewith.
Agreements and forms of agreements included as exhibits are included only to provide information to investors regarding their terms.
Agreements and forms of agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them,
and no such agreement or form of agreement should be relied upon as constituting or providing any factual disclosures about CenterPoint Energy, any other persons, any state of affairs or other matters.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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1.1
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Underwriting Agreement dated as of August 7, 2017, among CenterPoint Energy, Inc. and the several Underwriters named in Schedule I thereto.
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4.1
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Indenture dated as of May 19, 2003, between CenterPoint Energy, Inc. and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)),
as trustee (the Indenture) (incorporated by reference to Exhibit 4.1 to CenterPoint Energys Current Report on Form
8-K
dated May 19, 2003).
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4.2
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Form of Supplemental Indenture No. 9, to be dated as of August 10, 2017, to the Indenture between CenterPoint Energy, Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee.
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4.3
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Form of Note (included in Exhibit 4.2 hereto).
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5.1
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Opinion of Baker Botts L.L.P.
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23.1
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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CENTERPOINT ENERGY, INC.
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Date: August 9, 2017
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By:
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/s/ Dana C. OBrien
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Dana C. OBrien
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Senior Vice President, General Counsel and Corporate Secretary
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EXHIBIT INDEX
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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1.1
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Underwriting Agreement dated as of August 7, 2017, among CenterPoint Energy, Inc. and the several Underwriters named in Schedule I thereto.
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4.1
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Indenture dated as of May 19, 2003, between CenterPoint Energy, Inc. and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)),
as trustee (the Indenture) (incorporated by reference to Exhibit 4.1 to CenterPoint Energys Current Report on Form
8-K
dated May 19, 2003).
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4.2
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Form of Supplemental Indenture No. 9, to be dated as of August 10, 2017, to the Indenture between CenterPoint Energy, Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee.
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4.3
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Form of Note (included in Exhibit 4.2 hereto).
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5.1
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Opinion of Baker Botts L.L.P.
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23.1
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).
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