CENTERPOINT ENERGY, INC. (NYSE:CNP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August7, 2017, CenterPoint Energy, Inc. (“CenterPoint Energy”) entered into an Underwriting Agreement (the “Underwriting Agreement”), among CenterPoint Energy and the several Underwriters named in ScheduleI to the Underwriting Agreement (the “Underwriters”), relating to the underwritten public offering of $500,000,000 aggregate principal amount of CenterPoint Energy’s 2.50% Senior Notes due 2022 (the “Notes”). The offering is being made to CenterPoint Energy’s registration statement on Form S-3 (Registration No.333-215833).
The Notes are being issued to the Indenture, dated as of May19, 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 August10, 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 August7, 2017, together with the related prospectus dated January31, 2017, as filed with the Securities and Exchange Commission under Rule424(b)(2) of the Securities Act of 1933, as amended, on August8, 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 1.01. | 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 CenterPoint Energy, any other persons, any state of affairs or other matters.
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EXHIBIT NUMBER |
EXHIBIT DESCRIPTION |
| 1.1 | Underwriting Agreement dated as of August7, 2017, among CenterPoint Energy, Inc. and the several Underwriters named in Schedule I thereto. |
| 4.1 | Indenture dated as of May19, 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 Energy’s Current Report on Form 8-K dated May19, 2003). |
| 4.2 | Form of Supplemental Indenture No.9, to be dated as of August10, 2017, to the Indenture between CenterPoint Energy, Inc. and The Bank of New York Mellon Trust Company, National Association, as trustee. |
| 4.3 | Form of Note (included in Exhibit 4.2 hereto). |
| 5.1 | Opinion of Baker Botts L.L.P. |
| 23.1 | Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto). |
CENTERPOINT ENERGY INC ExhibitEX-1.1 2 d426394dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 CENTERPOINT ENERGY,…To view the full exhibit click here
About CENTERPOINT ENERGY, INC. (NYSE:CNP)
CenterPoint Energy, Inc. is a public utility holding company. The Company’s segments include Electric Transmission & Distribution, Natural Gas Distribution, Energy Services, Midstream Investments and Other Operations. Its Electric Transmission & Distribution segment provides electric transmission and distribution services to retail electric providers. Its Natural Gas Distribution segment offers intrastate natural gas sales to and natural gas transportation and distribution for residential, commercial and industrial customers. Its Energy Services segment includes non-rate regulated gas sales to, and transportation and storage services for, commercial and industrial customers. Its Midstream Investments segment includes equity investment in Enable Midstream Partners, LP (Enable) that owns, operates and develops natural gas and crude oil assets. Its Other Operations segment includes office buildings and other real estate used in its business operations and other corporate operations.
