| Delaware | 1-13265 | 76-0511406 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
| 1111 Louisiana | ||
| Houston, Texas | 77002 | |
| (Address of principal executive offices) | (Zip Code) |
(d)
Exhibits.
99.1
Press Release dated January 4, 2011, announcing the sale of
senior notes due 2021 and senior notes due 2041.
99.2
Press Release dated January 4, 2011, announcing the pricing of
the sale of 4.50% senior notes due 2021 and 5.85% senior notes due 2041.
99.3
Press Release dated January 4, 2011, announcing the intent to
commence the exchange offer for 7.875% senior notes due 2013.
99.4
Press Release dated January 4, 2011, announcing the
commencement of the exchange offer for 7.875% senior notes due 2013.
CENTERPOINT ENERGY RESOURCES CORP.
Date: January 5, 2011
By:
/s/ Walter L. Fitzgerald
Walter L. Fitzgerald
Senior Vice President and
Chief Accounting Officer
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
Press Release dated January 4, 2011, announcing the sale of
senior notes due 2021 and senior notes due 2041.
Press Release dated January 4, 2011, announcing the pricing of
the sale of 4.50% senior notes due 2021 and 5.85% senior notes
due 2041.
Press Release dated January 4, 2011, announcing the intent to
commence the exchange offer for 7.875% senior notes due 2013.
Press Release dated January 4, 2011, announcing the
commencement of the exchange offer for 7.875% senior notes due
2013.
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For more information contact
Media: Leticia Lowe Phone 713.207.7702 Investors: Marianne Paulsen Phone 713.207.6500 |
|
For Immediate Release
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Page 1 of 1 |
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For more information contact
Media: Leticia Lowe Phone 713.207.7702 Investors: Marianne Paulsen Phone 713.207.6500 |
|
For Immediate Release
|
Page 1 of 1 |
|
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For more information contact
Media: Leticia Lowe Phone 713.207.7702 Investors: Marianne Paulsen Phone 713.207.6500 |
|
For Immediate Release
|
Page 1 of 4 |
| | The exchange offer will expire at midnight, New York City time, on February 2, 2011, unless extended (the expiration date). | ||
| | Eligible holders who validly tender and who do not validly withdraw 2013 notes at or prior to 5 p.m., New York City time, on January 18, 2011, unless extended (the early participation date), and whose tenders are accepted for exchange by CERC, will receive the total exchange price for each $1,000 principal amount of 2013 notes, which will be payable in the forms of consideration described below. | ||
| | The total exchange price will equal the discounted value on the early settlement date of the remaining payments of principal and interest (excluding accrued and unpaid interest to but not including the early settlement date) through the maturity of the 2013 Notes calculated using the yield equal to the sum of the bid-side yield of a designated U.S. Treasury Security as of 11 a.m., New York City Time, on January 19, 2011, (the pricing time) plus a fixed spread. | ||
| | The total exchange price will include a $30.00 early participation payment per $1,000 principal amount of 2013 notes tendered and accepted for exchange by CERC. |
| | For each $1,000 principal amount of 2013 notes tendered and accepted for exchange by CERC, the total exchange price will be payable in the following forms of consideration: |
| | cash in an amount equal to 20 percent of the total exchange price, plus | ||
| | a principal amount of New Notes equal to 80 percent of the exchange ratio multiplied by $1,000. The exchange ratio will be the ratio determined by dividing the total exchange price by the new notes value, which will equal the discounted value on the early settlement date of the remaining payments of principal and interest (excluding accrued and unpaid interest to but not including the early settlement date) through the maturity of the New Notes calculated at the pricing time using the greater of (A) the bid-side yield of a designated U.S. Treasury Security (the reference yield) and (B) a designated rate plus, in each case, a fixed spread. |
| | Eligible holders who validly tender 2013 notes after the early participation date but at or prior to the expiration date, and whose tenders are accepted for exchange by CERC, will receive the total exchange price minus the early participation payment, determined as set forth in the offering memorandum. In such case, the early participation payment will be deducted from the cash portion of the total exchange price. | ||
| | The New Notes are expected to constitute a further issuance of, and to form a single series with the senior notes due 2021 that CERC expects to issue for cash on January 11, 2011, pursuant to a private placement announced today (the original 2021 notes). | ||
| | Interest on the New Notes will accrue from the issuance date of the original 2021 notes. Holders will not be entitled to interest accrued on the New Notes up to but not including the relevant settlement date, although the first interest payment following the settlement date will include the interest accrued during such period. Each holder whose 2013 notes are accepted for exchange by CERC will receive a cash payment (reduced as described in the following sentence) representing interest, if any that has accrued from the most recent interest payment date in respect of the 2013 notes up |
| to but not including the relevant settlement date. Interest payable on the 2013 notes up to but not including the relevant settlement date will be reduced by the interest accrued on the New Notes up to but not including the relevant settlement date. | |||
| | Tenders of 2013 notes in the exchange offer may be validly withdrawn at any time at or prior to 5 p.m., New York City time, on January 18, 2011, (the withdrawal date) provided that CERC may extend the early participation date without extending the withdrawal date, unless required by law. 2013 notes tendered after the early participation date may not be withdrawn, except where additional withdrawal rights are required by law (as determined by CERC in its sole discretion). | ||
| | Consummation of the exchange offer is subject to a number of conditions, including the issuance of the original 2021 notes, that the reference yield for the New Notes as calculated in the exchange offer will be not less than a designated rate, that the New Notes issued on the early settlement date are treated as part of the same issue as the original 2021 notes for U.S. federal income tax purposes or have an aggregate principal amount of at least $250 million and the absence of certain adverse legal and market developments. | ||
| | CERC will not receive any cash proceeds from the exchange offer. |
|
|
For more information contact
Media: Leticia Lowe Phone 713.207.7702 Investors: Marianne Paulsen Phone 713.207.6500 |
|
For Immediate Release
|
Page 1 of 4 |
| | The exchange offer will expire at midnight, New York City time, on February 2, 2011, unless extended (the expiration date). | ||
| | Eligible holders who validly tender and who do not validly withdraw 2013 notes at or prior to 5 p.m., New York City time, on January 18, 2011, unless extended (the early participation date), and whose tenders are accepted for exchange by CERC, will receive the total exchange price for each $1,000 principal amount of 2013 notes, which will be payable in the forms of consideration described below. | ||
| | The total exchange price will equal the discounted value on the early settlement date of the remaining payments of principal and interest (excluding accrued and unpaid interest to but not including the early settlement date) through the maturity of the 2013 notes calculated using the yield equal to the sum of the bid-side yield on the 2.5 percent U.S. Treasury Security due 3/31/13 as of 11 a.m., New York City Time, on January 19, 2011, (the pricing time) plus a fixed spread of 50 basis points. | ||
| | The total exchange price will include a $30.00 early participation payment per $1,000 principal amount of 2013 notes tendered and accepted for exchange by CERC. |
| | For each $1,000 principal amount of 2013 notes tendered and accepted for exchange by CERC, the total exchange price will be payable in the following forms of consideration: |
| | cash in an amount equal to 25 percent of the total exchange price, plus | ||
| | a principal amount of New Notes equal to 75 percent of the exchange ratio multiplied by $1,000. The exchange ratio will be the ratio determined by dividing the total exchange price by the new notes value, which will equal the discounted value on the early settlement date of the remaining payments of principal and interest (excluding accrued and unpaid interest to but not including the early settlement date) through the maturity of the New Notes calculated at the pricing time using the greater of (A) the bid-side yield on the 2.625 percent U.S. Treasury Security due 11/15/20 (the reference yield) and (B) 2.85 percent plus, in each case, a fixed spread of 120 basis points. |
| | Eligible holders who validly tender 2013 notes after the early participation date but at or prior to the expiration date, and whose tenders are accepted for exchange by CERC, will receive the total exchange price minus the early participation payment, determined as set forth in the offering memorandum. In such case, the early participation payment will be deducted from the cash portion of the total exchange price. | ||
| | The New Notes are expected to constitute a further issuance of, and to form a single series with the 4.50 percent senior notes due 2021 that CERC expects to issue for cash on January 11, 2011, pursuant to a private placement announced today (the original 2021 notes). | ||
| | Interest on the New Notes will accrue from the issuance date of the original 2021 notes. Holders will not be entitled to interest accrued on the New Notes up to but not including the relevant settlement date, although the first interest payment following the settlement date will include the interest accrued during such period. Each holder whose 2013 notes are accepted for exchange by CERC will receive a cash payment (reduced as described in the following sentence) representing interest, if any, that has accrued from the most recent interest payment date in respect of the 2013 notes up |
| to but not including the relevant settlement date. Interest payable on the 2013 notes up to but not including the relevant settlement date will be reduced by the interest accrued on the New Notes up to but not including the relevant settlement date. | |||
| | Tenders of 2013 notes in the exchange offer may be validly withdrawn at any time at or prior to 5 p.m., New York City time, on January 18, 2011, (the withdrawal date) provided that CERC may extend the early participation date without extending the withdrawal date, unless required by law. 2013 notes tendered after the early participation date may not be withdrawn, except where additional withdrawal rights are required by law (as determined by CERC in its sole discretion). | ||
| | Consummation of the exchange offer is subject to a number of conditions, including the issuance of the original 2021 notes, that the reference yield for the New Notes as calculated in the exchange offer is not less than 2.85 percent, that the New Notes issued on the early settlement date are treated as part of the same issue as the original 2021 notes for U.S. federal income tax purposes or have an aggregate principal amount of at least $250 million and the absence of certain adverse legal and market developments. | ||
| | CERC will not receive any cash proceeds from the exchange offer. |