CenterPoint Energy Announces Pricing of Common Stock Offering With a Forward Component
CenterPoint Energy, Inc. (NYSE:CNP) or "CenterPoint" today announced the pricing of a registered underwritten offering of 21,621,622 shares of its common stock at a price to the public of $37.00 per share. 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. CenterPoint has agreed to issue and sell shares to the underwriters to the extent that the forward counterparties (or their respective affiliates) do not borrow and sell such number of shares. BofA Securities, Mizuho and J.P. Morgan are acting as joint book-running managers and representatives for the offering. Barclays, Citigroup, RBC Capital Markets and MUFG are also acting as joint book-running managers and BMO Capital Markets and Scotiabank are acting as co-managers for the offering. Closing of the offering is expected to occur on or about May 29, 2025.
In connection with the offering, CenterPoint entered into separate forward sale agreements with each of Bank of America, N.A., Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as agent) and JPMorgan Chase Bank, National Association (collectively, the "forward counterparties") under which CenterPoint agreed to issue and sell an aggregate of 21,621,622 shares of its common stock to the forward counterparties. In addition, the underwriters of the offering have been granted a 30-day option to purchase up to an additional 3,243,243 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 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 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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For more information contact
Media:
Communications
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Investors:
Jackie Richert / Ben Vallejo
Phone 713.207.6500