CENTERPOINT ENERGY, INC. Item 1.01. Entry into a Material Definitive Agreement.
Preferred Stock Purchase Agreements
On
The Preferred Stock Purchasers have customary registration rights, pursuant to
which the Company will use its reasonable best efforts to file within 60 days
following signing a shelf registration statement for the resale of common shares
into which the preferred stock may be converted. Preferred Stock Purchasers
holding covered shares of more than
The Preferred Stock Purchasers are subject to a six-month transfer restriction, with exceptions for, among other things, affiliate transfers, and to limited restrictions on transfer thereafter.
The Preferred Stock Purchasers agreed to a standstill restricting certain
conduct and activities until
Common Stock Purchase Agreements
On
The Common Stock Purchasers also have customary shelf registration rights, pursuant to which the Company will use its reasonable best efforts to file within 30 days following signing a shelf registration statement for the resale of the common shares sold under the Common Stock Purchase Agreement.
Series C Preferred Stock
The Series C Preferred Stock is entitled to participate in any dividend or distribution (excluding those payable in Common Stock) with the Common Stock on a pari passu, pro rata, as-converted basis. At liquidation, the Series C Preferred Stock will rank pari passu to the Company's existing Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock and 7.00% Series B Mandatory Convertible Preferred Stock and senior to the Company's Common Stock, but will participate in a liquidation only on an as-converted to Common Stock basis.
Conversion of the Series C Preferred Stock is mandatory upon the occurrence of
any of the following triggers: (i) the 12-month Preferred Stock Purchase
Agreement anniversary date, (ii) a bankruptcy event, and (iii) a fundamental
change in the Company, including, among other things certain change of control
events. Upon a mandatory conversion, each share of Series C Preferred Stock will
convert into the number of Common Stock equal to the quotient of
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 of this report is incorporated by reference into this Item 3.02.
The issuances of the shares of Series C Preferred Stock pursuant to the Preferred Stock Purchase Agreements and the issuances of the shares of Common Stock pursuant to the Common Stock Purchase Agreements are intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of the exemption provided by Section 4(a)(2) of the Securities Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this report is incorporated by reference into this Item 3.03.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
About
About
There are no arrangements or understandings between Messrs. Lesar and Smitherman and any other person pursuant to which they were selected as a directors. The Company is not aware of any transaction in which Messrs. Lesar and Smitherman have an interest requiring disclosure under Item 404(a) of Regulation S-K.
Messrs. Lesar and Smitherman will be compensated for their service on the Board of Directors under the Company's standard arrangement for non-employee directors described in its proxy statement for the 2020 annual meeting of stockholders.
Item 8.01. Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
3.1 Statement of Resolution Establishing Series of Shares
designated Series C Mandatory Convertible Preferred Stock of
CenterPoint Energy, Inc.
4.1 Preferred Stock Purchase Agreement, by and among CenterPoint
Energy, Inc. , Elliott International, L.P. , and Elliott
Associates, L.P. , dated May 6, 2020
4.2 Preferred Stock Purchase Agreement, by and among CenterPoint
Energy, Inc. , BEP Special Situations 2 LLC and BEP Special
Situations IV LLC , dated May 6, 2020
4.3 Common Stock Purchase Agreement, by and among CenterPoint
Energy, Inc. and each investor identified on Schedule A thereto,
dated May 6, 2020
4.4 Common Stock Purchase Agreement, by and among CenterPoint
Energy, Inc. and each investor identified on Schedule A thereto,
dated May 6, 2020
4.5 Common Stock Purchase Agreement, by and among CenterPoint
Energy, Inc. and each investor identified on Schedule A thereto,
dated May 6, 2020
10.1 Governance Arrangement Agreement, by and among CenterPoint
Energy, Inc. , Elliott International, L.P. , and Elliott
Associates , dated May 6, 2020
99.1 Press Release, dated May 7, 2020
104 Cover Page Integrative Data File (embedded within the Inline
XBRL document).
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant agrees to furnish supplementally a copy of
any omitted schedule or exhibit to the U.S. Securities and Exchange
Commission upon request.
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