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EX-10.3 - EX-10.3 - CENTERPOINT ENERGY RESOURCES CORPd734406dex103.htm
EX-10.2 - EX-10.2 - CENTERPOINT ENERGY RESOURCES CORPd734406dex102.htm
EX-10.1 - EX-10.1 - CENTERPOINT ENERGY RESOURCES CORPd734406dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2014

 

 

CENTERPOINT ENERGY RESOURCES CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13265   76-0511406

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1111 Louisiana

Houston, Texas

  77002
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 207-1111

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

Base Indenture and First Supplemental Indenture

On May 27, 2014, Enable Midstream Partners, LP (“Enable”) completed the private offering of $500,000,000 aggregate principal amount of its 2.400% Senior Notes due 2019 (the “2019 Notes”), $600,000,000 aggregate principal amount of its 3.900% Senior Notes due 2024 (the “2024 Notes”) and $550,000,000 aggregate principal amount of its 5.000% Senior Notes due 2044 (the “2044 Notes,” and, together with the 2019 Notes and the 2024 Notes, the “Notes”). The Notes were issued under the Indenture, dated as of May 27, 2014 (the “Base Indenture”), between Enable and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of May 27, 2014, among Enable, CenterPoint Energy Resources Corp., as guarantor (the “Company”), and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The Company will guarantee the collection (not payment) of Enable’s obligations under the 2019 Notes and the 2024 Notes on an unsecured subordinated basis, subject to automatic release on May 1, 2016. The Notes are Enable’s senior unsecured obligations and rank equally with all of its existing and future senior unsecured indebtedness.

Enable used $1.05 billion of the net proceeds of the offering of the 2019 Notes and the 2024 Notes to repay in full its $1.05 billion term loan, under which the Company guaranteed the collection (not payment) of Enable’s obligations on an unsecured, subordinated basis.

The 2019 Notes will mature on May 15, 2019 and bear interest at a rate of 2.400% per year. The 2024 Notes will mature on May 15, 2024 and bear interest at a rate of 3.900% per year. The 2044 Notes will mature on May 15, 2044 and bear interest at a rate of 5.000% per year. Interest on the Notes will accrue from May 27, 2014 and Enable will pay interest on the Notes on May 15 and November 15 each year, beginning on November 15, 2014.

The Notes are subject to the covenants in the Base Indenture and the First Supplemental Indenture, which include certain limitations on liens, sale and leaseback transactions, sales of assets, mergers and consolidations.

The Indenture contains customary events of default, including: (i) failure to pay interest on any Note for 30 days after the interest becomes due; (ii) failure to pay principal or premium, if any, on any Note when due; (iii) failure to perform or breach of specified other covenants in the Indenture for 60 days after written notice thereof; and (iv) specified events of bankruptcy, insolvency or reorganization involving Enable. If an event of default resulting from specified events involving bankruptcy or insolvency occurs, the Indenture provides that the principal, premium, if any, and accrued interest on the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder of the Notes. If any other event of default occurs and is continuing, the Indenture provides that either the Trustee or the holders of 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of all the Notes to be due and payable immediately.

The above description of the Base Indenture and the First Supplemental Indenture is a summary and is qualified in its entirety by the Base Indenture and the First Supplemental Indenture, which are filed as Exhibit 10.1 and 10.2, respectively, and incorporated by reference herein.

Registration Rights Agreement

In connection with the issuance of the Notes, Enable, the Company and RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC, as representatives of the initial purchasers of the Notes, entered into a registration rights agreement with respect to the Notes, dated May 27, 2014 (the “Registration Rights Agreement”). The Registration Rights Agreement requires Enable and the Company to use commercially reasonable efforts to file a registration statement with the Securities Exchange Commission registering notes having substantially identical terms as the Notes,


including, with respect to the 2019 Notes and the 2024 Notes, the Company’s subordinated guarantee of collection, and to complete an exchange offer of non-restricted exchange notes for the Notes within 500 days after May 27, 2014. Under certain circumstances, Enable and the Company will be obligated to file a shelf registration statement with respect to the Notes. If Enable and the Company fail to satisfy certain filing and other obligations with respect to the exchange, Enable must pay additional interest to holders of the Notes.

The above description of the Registration Rights Agreement is a summary and is qualified in its entirety by the Registration Rights Agreement, which is filed as Exhibit 10.3, and incorporated by reference herein.

The Notes were offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in response to Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

10.1    Indenture, dated as of May 27, 2014, between Enable Midstream Partners, LP and U.S. Bank National Association, as trustee.
10.2    First Supplemental Indenture, dated as of May 27, 2014, among Enable Midstream Partners, LP, CenterPoint Energy Resources Corp., as guarantor, and U.S. Bank National Association, as trustee.
10.3    Registration Rights Agreement, dated as of May 27, 2014, by and among Enable Midstream Partners, LP, CenterPoint Energy Resources Corp., as guarantor, and RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC, as representatives of the initial purchasers.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

       

CENTERPOINT ENERGY RESOURCES CORP.

 

Date: June 2, 2014       By:  

/s/ Walter L. Fitzgerald

     

Walter L. Fitzgerald

     

Senior Vice President and Chief Accounting Officer


EXHIBIT INDEX

 

10.1    Indenture, dated as of May 27, 2014, between Enable Midstream Partners, LP and U.S. Bank National Association, as trustee.
10.2    First Supplemental Indenture, dated as of May 27, 2014, among Enable Midstream Partners, LP, CenterPoint Energy Resources Corp., as guarantor, and U.S. Bank National Association, as trustee.
10.3    Registration Rights Agreement, dated as of May 27, 2014, by and among Enable Midstream Partners, LP, CenterPoint Energy Resources Corp., as guarantor, and RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, and RBC Capital Markets, LLC, as representatives of the initial purchasers.