CenterPoint starts exchange for 3.75% convertibles

New York, July 19 - CenterPoint Energy, Inc. announced it has begun an exchange for its $575 million principal amount of 3.75% convertible senior notes due 2023.

The Houston energy company is offering new series B notes with identical terms except that they will have net share settlement and an additional change-of-control feature. Under net share settlement, CenterPoint will pay any conversions in cash up to the principal amount of the notes and the remainder in stock.

Under the new change-of-control provision, the conversion rate will increase under certain circumstances unless the acquiring company's stock is traded on a U.S. national exchange or on the Nasdaq, in which case the company will have the option to make the notes contingently convertible into the common stock of the acquirer.

Holders who participate will also receive an exchange fee of $1.50 per $1,000 principal amount.

CenterPoint said it is carrying out the exchange in order to reduce the number of shares included in the calculation of diluted earnings per share. Accounting for contingent convertible securities was recently changed by the Financial Accounting Standards Board.

The exchange runs through 5 p.m. ET on Aug. 17.

Banc of America Securities LLC is dealer manager, and MacKenzie Partners, Inc. is information agent (212 929-5500 or 800 322-2885).

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