CenterPoint Energy Announces Public Offering of Common Stock With a Forward Component
CenterPoint Energy, Inc. (NYSE:CNP) or "CenterPoint" today announced the commencement of a registered underwritten offering of $800,000,000 of shares of its common stock. Subject to certain conditions, all shares are expected to be borrowed by the forward counterparties (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with the forward sale agreements described below. BofA Securities, Mizuho and J.P. Morgan are acting as joint book-running managers and representatives for the offering. Barclays, Citigroup and RBC Capital Markets are also acting as joint book-running managers for the offering.
In connection with the offering, CenterPoint expects to enter into separate forward sale agreements with Bank of America, N.A., Mizuho Markets Americas LLC and JPMorgan Chase Bank, National Association (collectively, the "forward counterparties") under which CenterPoint will agree to issue and sell shares of its common stock to the forward counterparties at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares in the offering, subject to certain adjustments, upon physical settlement of the forward sale agreements. In addition, the underwriters of the offering expect to be granted a 30-day option to purchase up to an additional $120,000,000 of shares of CenterPoint's common stock upon the same terms. If the underwriters exercise all or a portion of their option to purchase additional shares, CenterPoint expects to enter into additional forward sale agreements with the forward counterparties with respect to the additional shares.
Settlement of the forward sale agreements is expected to occur on or prior to February 25, 2027. CenterPoint may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under each of the forward sale agreements.
If CenterPoint elects physical settlement of the forward sale agreements, it expects to use the net proceeds for general corporate purposes, which may include repayment of commercial paper or other debt.
The offering is being made pursuant to CenterPoint's effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the "SEC"). The preliminary prospectus supplement and the accompanying base prospectus related to the offering will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from the joint book-running managers for the offering as follows:
BofA Securities
NC1-022-02-25
201 North Tryon Street
Charlotte, NC 28255-0001
Attn: Prospectus Department
Email: [email protected]
Mizuho Securities USA LLC
1271 Avenue of the Americas, 3rd Floor
New York New York 10020
Attn: Equity Capital Markets
Telephone: 1-212-205-7600
Email: [email protected]
J.P. Morgan, c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Emails: [email protected] and [email protected]
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About CenterPoint
As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE:CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve approximately 7 million metered customers in Indiana, Minnesota, Ohio and Texas. As of March 31, 2025, the company owned approximately $44 billion in assets. With approximately 8,300 employees, CenterPoint and its predecessor companies have been in business for more than 150 years.
Forward-Looking Statements
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "objective," "plan," "potential," "predict," "projection," "should," "target," "will," "would" or other similar words are intended to identify forward-looking statements. Any statements in this news release regarding future events that are not historical facts are forward-looking statements. These forward-looking statements, which include statements regarding our expectations regarding the planned offer and sale of our common stock and the use of the net proceeds from any such sale, 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. We cannot be sure that we will complete the offering or, if we do, on what terms we will complete it. Each forward-looking statement contained in this news release speaks only as of the date of this release, and CenterPoint does not assume any duty to update or revise forward-looking statements. 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) actions by credit rating agencies, including any potential downgrades to credit ratings; (2) financial market conditions; (3) general economic conditions; (4) the timing and impact of future regulatory, executive and legislative decisions and actions; and (5) other factors, risks and uncertainties discussed in CenterPoint's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and CenterPoint's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and other reports CenterPoint or its subsidiaries may file from time to time with the Securities and Exchange Commission ("SEC"). You are cautioned not to place undue reliance on CenterPoint's forward-looking statements.
Investors and others should note that we may announce material information using SEC filings and the Investor Relations page of our website, including press releases, public conference calls, webcasts and other investor information. In the future, we will continue to use these channels to distribute material information about the company and to communicate important information about the company, key personnel, corporate initiatives, regulatory updates, and other matters. Information that we post on our website could be deemed material; therefore, we encourage investors to review the information we post on the Investor Relations page of our website.
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