CenterPoint Energy, Inc. Announces Pricing of Offering of $900 Million of 3.00% Convertible Senior Notes Due 2028
CenterPoint Energy, Inc. (NYSE:CNP) or "CenterPoint" today announced the pricing of its offering of $900 million aggregate principal amount of its 3.00% Convertible Senior Notes due 2028 (the "convertible notes") in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). CenterPoint also granted the initial purchasers of the convertible notes the option to purchase up to an additional $100 million aggregate principal amount of convertible notes for settlement within a 13-day period beginning on, and including, the date on which the convertible notes are first issued. The sale of the convertible notes is expected to close on July 31, 2025.
The convertible notes will be senior, unsecured obligations of CenterPoint. The convertible notes will mature on August 1, 2028, unless earlier converted or repurchased. The convertible notes will bear interest at a rate of 3.00% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026. Prior to May 1, 2028, the convertible notes will be convertible only upon the occurrence of certain events and during certain periods. Thereafter, the convertible notes will be convertible by holders at any time in whole or in part until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, CenterPoint will pay cash up to the aggregate principal amount of the convertible notes to be converted and pay or deliver, as the case may be, cash, shares of CenterPoint's common stock, par value $0.01 ("common stock"), or a combination of cash and shares of common stock, at CenterPoint's election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the convertible notes being converted. CenterPoint may not redeem the convertible notes prior to the maturity date. The initial conversion rate for the convertible notes will be 21.4477 shares of common stock per $1,000 principal amount of convertible notes (equivalent to an initial conversion price of approximately $46.63 per share of the common stock). The conversion rate and the corresponding conversion price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest.
CenterPoint expects that the net proceeds from the offering of the convertible notes will be approximately $888.1 million (or approximately $986.8 million if the initial purchasers exercise their option to purchase additional convertible notes in full), after deducting the initial purchasers' discounts and commissions and offering expenses payable by CenterPoint. CenterPoint intends to use the net proceeds from this offering for general corporate purposes, including the repayment of a portion of its outstanding commercial paper and other debt.
The convertible notes and any shares of common stock issuable upon conversion of the convertible notes have been offered and sold only to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act. The offer and sale of the convertible notes and any shares of common stock issuable upon conversion of the convertible notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
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.
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 more than 7 million metered customers in Indiana, Minnesota, Ohio and Texas. As of June 30, 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 press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press 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 press release regarding future events that are not historical facts are forward-looking statements. These forward-looking statements, which include statements regarding CenterPoint's expectations regarding the closing of the sale of the convertible notes and the use of the net proceeds from the 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. CenterPoint cannot be sure that it will close the sale of the convertible notes or, if it does, on what terms the sale will be closed. Each forward-looking statement contained in this press 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 Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 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 CenterPoint may announce material information using SEC filings and the Investor Relations page of its website, including press releases, public conference calls, webcasts and other investor information. In the future, CenterPoint expects to continue to use these channels to distribute material information about CenterPoint and to communicate important information about CenterPoint, key personnel, corporate initiatives, regulatory updates, and other matters. Information that CenterPoint posts on its website could be deemed material; therefore, investors are encouraged to review the information posted on the Investor Relations page of CenterPoint's website.
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