CenterPoint gets tenders to exchange all $75 million Vectren notes

By Marisa Wong

Los Angeles, Oct. 4 – CenterPoint Energy, Inc. wholly owned indirect subsidiary CenterPoint Energy Resources Corp. (CERC) announced the results of its 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.

As of 11:59 p.m. ET on Oct. 3, the expiration of the offer, holders had tendered $75 million, or 100%, of the existing Vectren notes.

Because all of the holders of the outstanding notes tendered their notes, Vectren intends to cancel all existing notes and discharge the indenture governing those notes, according to an 8-K filing with the Securities and Exchange Commission.

Originally, Vectren had solicited 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. After receiving the required consents, Vectren had intended to enter into a supplemental indenture effecting the proposed changes, which would have become operative once the exchange offer settled.

Settlement of the exchange offer is expected to take place on Oct. 5.

The new CERC notes will have the same 6.1% interest rate and Dec. 1, 2035 maturity date as the existing Vectren notes.

As previously reported, the total exchange consideration for each $1,000 principal amount of existing Vectren notes consists 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 and consent payment are payable to all holders who tender their notes by the expiration of the offer. The company previously extended the early tender date of the offer to the expiration time from an original early tender deadline of 5 p.m. ET on Sept. 19.

The offer is subject to some conditions.

The exchange offer was 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 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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