CenterPoint offers to swap Vectren notes due 2035 for new notes, cash

By Marisa Wong

Los Angeles, Sept. 6 – CenterPoint Energy, Inc. wholly owned indirect subsidiary CenterPoint Energy Resources Corp. (CERC) has begun an offer to exchange any and all of the 6.1% senior notes due Dec. 1, 2035 (Cusip: 92239MAG6) issued by Vectren Utility Holdings, Inc. (predecessor of Vectren Utility Holdings, LLC), another wholly owned indirect subsidiary of CenterPoint, for up to $75 million of new notes issued by CERC and cash.

The new CERC notes will have the same 6.1% interest rate and Dec. 1, 2035 maturity date as the existing Vectren notes, according to an 8-K filing with the Securities and Exchange Commission.

Concurrently with the exchange offer, Vectren is soliciting consents with respect to the existing notes to adopt some proposed amendments to the indenture governing the notes to eliminate some of the covenants, restrictive provisions and events of default from that indenture.

The total exchange consideration for each $1,000 principal amount of existing Vectren notes will consist of (i) an exchange consideration of $970 principal amount of new CERC notes, (ii) an early participation premium of $30 principal amount of new CERC notes and (iii) a cash payment of $1.00.

The early participation premium is payable to holders who tender their notes at or before 5 p.m. ET on Sept. 19. The $1.00 consent payment is also payable to holders tendering at or before the early tender date.

Holders tendering after the early tender date will only be eligible to receive the exchange consideration.

The exchange offer expires at 11:59 p.m. ET on Oct. 3. Settlement is expected to be within two business days after the expiration date.

The offer is subject to some conditions.

The exchange offer is only being made to holders who are qualified institutional buyers under Rule 144A or non-U.S. persons under Rule 902 of the Securities Act. The eligibility letter is available electronically at https://gbsc-usa.com/eligibility/centerpoint.

The exchange agent and information agent is Global Bondholder Services Corp. (212 430-3774 or 855 654-2015; contact@gbsc-usa.com).

CenterPoint Energy is a public utility holding company based in Houston.

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