UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
New Notes and Supplemental Indenture
On October 5, 2022 (the “Settlement Date”), CenterPoint Energy Resources Corp. (the “Company”) completed its previously announced offer to certain eligible holders to exchange (the “Exchange Offer”) any and all outstanding 6.10% Senior Notes due 2035 issued by Vectren Utility Holdings, Inc. (predecessor of Vectren Utility Holdings, LLC), a wholly-owned indirect subsidiary of CenterPoint Energy, Inc., for (1) 6.10% Senior Notes due 2035 issued by the Company (the “New Notes”), with registration rights, and (2) cash. In connection with the settlement of the Exchange Offer, on the Settlement Date, the Company issued $75 million aggregate principal amount of New Notes.
The New Notes will mature on December 1, 2035 and bear interest at the rate of 6.10% per year. Interest on the New Notes will be paid semi-annually in arrears on June 1 and December 1. The Company may redeem the New Notes, in whole or in part, at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the New Notes to be redeemed and (2) as determined by the Trustee (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the New Notes discounted to the redemption date on a semi-annual basis at the treasury rate plus 25 basis points, plus, in either case, unpaid interest accrued to the redemption date.
The New Notes were issued pursuant to the Indenture, dated as of February 1, 1998 (the “Base Indenture”), between the Company (formerly NorAm Energy Corp.) and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as trustee (the “Trustee”), and Supplemental Indenture No. 22 to the Base Indenture, dated as of October 5, 2022, between the Company and the Trustee (the “Supplemental Indenture”). The form, terms and provisions of the New Notes are further described in the Supplemental Indenture.
The foregoing descriptions of the Base Indenture and the Supplemental Indenture (including the terms of the New Notes) are qualified in their entirety by reference to the full text of such documents, a copy of which have been filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Registration Rights Agreement
In connection with the issuance of the New Notes, the Company entered into a Registration Rights Agreement with Goldman Sachs & Co. LLC, as dealer manager of the Exchange Offer, dated October 5, 2022 (the “Registration Rights Agreement”), pursuant to which the Company agreed to, among other things, use its commercially reasonable efforts to (1) file a registration statement with the Securities and Exchange Commission on an appropriate registration form with respect to a registered offer to exchange the New Notes for registered notes with terms substantially identical in all material respects to the New Notes (except that the registered notes will not contain terms with respect to transfer restrictions or any increase in annual interest rate), and (2) cause such registration statement to become effective under the Securities Act of 1933, as amended. If the Company fails to satisfy certain obligations under the Registration Rights Agreement, it agreed to pay additional interest to the holders of the New Notes as specified in the Registration Rights Agreement.
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which has been filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K under “New Notes and Supplemental Indenture” is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
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 the Company, any other persons, any state of affairs or other matters.
| (d) | Exhibits. |
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.
| CENTERPOINT ENERGY RESOURCES CORP. | ||||||
| Date: October 5, 2022 | By: | /s/ Kara Gostenhofer Ryan | ||||
| Kara Gostenhofer Ryan | ||||||
| Vice President and Chief Accounting Officer | ||||||