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UPDATE: CenterPoint secures $1.4B equity capital, forms review committee

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UPDATE: CenterPoint secures $1.4B equity capital, forms review committee

CenterPoint Energy Inc. announced May 7 that it secured $1.4 billion of equity investment and has formed a board committee to review and evaluate the business for potential strategic actions.

The equity investment consists of $725 million in mandatory convertible preferred shares and $675 million in common shares. It was provided by new and current investors, including affiliates of Elliott Management Corp., Fidelity Management & Research Co. LLC and Bluescape Energy Partners LLC.

The preferred shares' initial conversion price is $15.31 per share, and the common shares were issued at $16.08 per share.

"We believe the transformative balance-sheet and governance enhancements announced today will have a positive impact on CenterPoint Energy's future," said Jeff Rosenbaum, senior portfolio manager at Elliott Management. Elliott Management has been working with the board over the past several months.

The company expects to use investment proceeds, plus cash proceeds from the sale of Miller Pipeline Co. and Minnesota Ltd. LLC and the pending sale of CenterPoint Energy Services Inc., to deleverage its balance sheet to strengthen its credit profile.

The moves mark the latest development in a tumultuous period at CenterPoint, which recently cut its dividend due to declining cash flow at Enable Midstream Partners, where it owns a 53.7% limited partner interest and 50% general partner interest. The dividend cut was broadly viewed as a way to avoid issuing equity.

In February, CenterPoint's CEO stepped down. Some analysts have speculated that the company's April 2018 acquisition of Indiana utility Vectren Corp. caused disagreements between management and the board. Shares of CenterPoint have declined roughly 40% in 2020, with some now viewing the company as a potential acquisition target.

With the equity investment, the company said it is also positioning itself to execute its five-year, $13 billion capital investment program focused entirely on its regulated utility businesses, provide a 50% to 55% utility earnings payout ratio on a go-forward basis and achieve an earnings compound annual growth range at the utility of 5% to 7%.

"With no further anticipated equity needs through 2022, these equity investments provide a transformational opportunity for the Company to operate from a position of heightened strength and flexibility while remaining focused on providing safe, reliable, affordable and sustainable service to our customers and executing on the wide range of long-term opportunities across our utility businesses," interim President and CEO John Somerhalder II said.

Wachtell Lipton Rosen & Katz and Baker Botts LLP served as legal counsel to CenterPoint Energy. Ropes & Gray LLP acted as counsel to Elliott in connection with the investment.

CenterPoint Energy also added to its board David Lesar and Barry Smitherman, bringing the total number of directors to 10. Lesar is the interim CEO of Health Care Service Co., while Smitherman is the principal of Barry Smitherman PC and was a former chairman of the Public Utility Commission of Texas.

Lesar will lead a new committee that will provide advice and recommendations to the board regarding "analyzing and executing on a comprehensive range of potential value-maximizing strategic business actions and alternatives" related to its current business, assets and other ownership assets, CenterPoint said.

The committee is expected to make its recommendations to the board by October 2020, and update stakeholders on its strategic business plan by early 2021.

The five-member board committee also includes Somerhalder, Smitherman, Martin Nesbitt and Phillip Smith.

Somerhalder will remain as interim chief executive through at least June 30. The CEO position on the committee would be filled by the individual selected to serve on a permanent basis, CenterPoint Energy said. To ensure its continuity, the business review committee's chairperson will join the board's sub-committee tasked with supporting the ongoing CEO selection process.

On May 7, the company also reported earnings, on a guidance basis of $325 million, or 65 cents per share, in the first quarter of 2020. That result excludes a $1.57 billion impairment charge related to losses at Enable.