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Associated Press
03-06-2025
- Business
- Associated Press
Teva Announces Early Tender Results of its Debt Tender Offer, Increase to Tender Pool Caps and Total Maximum Amount and Election of Early Settlement
TEL AVIV, Israel, June 03, 2025 (GLOBE NEWSWIRE) -- Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) ('Teva') announced today the early tender results in connection with its previously announced tender offers (the 'Offers') as specified below for the following series of notes issued by finance subsidiaries of Teva and guaranteed by Teva: As previously announced, Teva increased the Pool 2 Tender Cap and the Pool 3 Tender Cap (each, as defined below) from $250.0 million (equivalent) to $350.0 million (equivalent) and from $200.0 million (equivalent) to $350.0 million (equivalent), respectively, in each case representing aggregate cash purchase price (exclusive of accrued and unpaid interest). In addition, Teva has exercised its discretion to further increase the pool tender cap for the Pool 3 Notes from $350.0 million (equivalent) to $400.0 million (equivalent) total purchase price (exclusive of accrued but unpaid interest) (the 'Pool 3 Tender Cap'). The pool tender caps for the Pool 1 Notes (the 'Pool 1 Tender Cap') and the Pool 2 Notes (the 'Pool 2 Tender Cap' and, together with the Pool 1 Tender Cap and the Pool 3 Tender Cap, the 'Pool Tender Caps') will remain unchanged. The combined aggregate purchase price (exclusive of accrued and unpaid interest) for Notes (the 'Total Maximum Amount') is increased from $2,250,000,000 (equivalent) to $2,300,000,000 (equivalent). Except as provided above, the terms and conditions of the Offers remain unchanged. Teva is engaging in the Offers to proactively manage and optimize its debt capital structure, and to extend the maturity profile of its debt. Teva expects to fund the Offers with the proceeds from the registered public offering of Teva Pharmaceutical Finance Netherlands II B.V., Teva Pharmaceutical Finance Netherlands III B.V. and Teva Pharmaceutical Finance Netherlands IV B.V. of debt securities that commenced concurrently with the Offers and closed on May 28, 2025, with gross proceeds, together with cash on hand, sufficient to fund the Total Consideration for Notes to be purchased pursuant to the Offers. The respective principal amounts of all series of Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., Eastern Time, on Monday, June 2, 2025 (the 'Early Tender Time') are specified in the table below. Holders who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase pursuant to the Offers will receive the applicable 'Total Consideration,' (as defined in the Offer to Purchase), which already includes an early tender premium of $50.00 per $1,000 or €50.00 per €1,000, as applicable, principal amount of the Notes accepted for purchase pursuant to the Offers (the 'Early Tender Premium'). The following table sets forth the early results of the Offers: (1) The Pool 1 Tender Cap represents the maximum aggregate purchase price in respect of Pool 1 Notes that will be purchased in the Pool 1 Tender Offers. The Pool 2 Tender Cap represents the maximum aggregate purchase price in respect of Pool 2 Notes that will be purchased in the Pool 2 Tender Offers. The Pool 3 Tender Cap represents the maximum aggregate purchase price in respect of Pool 3 Notes that will be purchased in the Pool 3 Tender Offers. The Pool Tender Caps can be increased or decreased at Teva's sole discretion. (2) In order to determine whether the Total Maximum Amount (as defined below) and Pool Tender Caps have been reached, an exchange rate of $1.1443 = €1.00 will be used, as determined at 10:30 a.m. Eastern Time on the date of the Early Tender Time. (3) Subject to the Total Maximum Amount, the Pool Tender Caps and proration, the principal amount of each series of Notes that is purchased in each of the Offers will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column. Subject to the terms and conditions of the Offers, Teva expects that it will accept for purchase Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time for a combined aggregate purchase price (exclusive of accrued and unpaid interest but inclusive of tender premium) equal to approximately $2,300,000,000. The settlement for the Notes accepted by Teva in connection with the Early Tender Time is expected to take place on Thursday, June 5, 2025 (the 'Initial Settlement Date'). The amount of each series of Notes that is to be purchased on the Initial Settlement Date will be determined in accordance with the acceptance priority levels and the proration procedures described in the Offer to Purchase, dated May 19, 2025 (the 'Offer to Purchase'), subject in each case to the Total Maximum Amount and the Pool Tender Caps. The Withdrawal Deadline has passed and has not been extended. Notes tendered pursuant to the Offers may no longer be withdrawn, except as required by law. The Offers will expire at 5:00 p.m., Eastern Time, on Tuesday, June 17, 2025, unless extended or earlier terminated (as it may be extended or earlier terminated, the 'Expiration Time'). However, as Teva intends, subject to the terms and conditions of the Offers, to accept for purchase the Total Maximum Amount on the Initial Settlement Date, further tenders of Notes prior to the Expiration Time will not be accepted for purchase. Teva's obligation to accept for purchase and to pay for the Notes validly tendered (and not validly withdrawn) pursuant to the Offers is subject to the satisfaction or waiver of certain conditions set out in the Offer to Purchase. Teva reserves the right, subject to applicable law and the terms of the Offers, to waive any and all conditions to the Offers or to otherwise amend, extend or terminate the Offers in any respect. BNP PARIBAS, HSBC Bank plc, Intesa Sanpaolo S.p.A., J.P. Morgan Securities plc and Merrill Lynch International (or their respective affiliates) are acting as the Dealer Managers for the Offers. The information and tender agent (the 'Information and Tender Agent') for the Offers is D.F. King. Copies of the Offer to Purchase are available by contacting the Information and Tender Agent at (800) 967-5068 (toll-free), (212) 269-5550 (collect) or +44 20-7920-9700 (UK) or by email at [email protected]. All documentation relating to the offer, together with any updates, will be available via the Offer Website: Questions regarding the Offers should be directed to BNP PARIBAS, at +33 1 55 77 78 94 (Europe), +1 (888) 210 4358 (U.S. Toll Free), +1 (212) 841 3059 (U.S.) or by email at [email protected], to HSBC Bank plc, at +44 20 7992 6237 (Europe), +1 (888) HSBC-4LM (U.S. Toll Free), +1 (212) 525-5552 (Collect) or by email at [email protected], to Intesa Sanpaolo S.p.A., at +39 02 7261 6502 or by email at [email protected], to J.P. Morgan Securities LLC at +1 (866) 834-4666 (U.S. toll free), +1 (212) 834-4818 (Collect), to J.P. Morgan Securities plc at +44 207 134 2468 (Europe) or by email at [email protected], and to Merrill Lynch International at +44 207 996 5420 (Europe), +1 (888) 292-0070 (U.S. Toll Free) or by email at [email protected]. This announcement shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any Notes. The Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. Capitalized terms used in this announcement but not otherwise defined shall have the meanings given to them in the Offer to Purchase. About Teva Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a different kind of global biopharmaceutical leader, one that operates across the full spectrum of innovation to reliably deliver medicines to patients worldwide. For over 120 years, Teva's commitment to bettering health has never wavered. Today, the company's global network of capabilities enables its 37,000 employees across 57 markets to advance health by developing medicines for the future while championing the production of generics and biologics. We are dedicated to addressing patients' needs, now and in the future. Moving forward together with science that treats, inspired by the people we serve. Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management's current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to: settlement of the tender offers for certain outstanding notes; our significant indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, and may result in a further downgrade of our credit ratings; our inability to raise debt or borrow funds in amounts or on terms that are favorable to us; and other factors discussed in our Quarterly Report on Form 10-Q for the first quarter of 2025, our Annual Report on Form 10-K for the year ended December 31, 2024, including the sections thereof captioned 'Risk Factors' and 'Forward Looking Statements,' and other filings with the SEC, which are available at Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Teva Media Inquiries: [email protected] Teva Investor Relations Inquiries: [email protected]
The Hindu
15-05-2025
- Automotive
- The Hindu
IIT Tirupati celebrates 10 years with landmark tie-ups
Marking a decade of its existence, the Indian Institute of Technology Tirupati (IIT-T) has announced a series of strategic tie-ups with state, national, and international agencies aimed at benefitting the student community. A standout collaboration is IIT-T's tie-up with the Government of Andhra Pradesh as the official knowledge partner for the Tirupati Spoke of Ratan Tata Innovation Hub (RTIH). This partnership is part of the government's visionary Hub-and-Spoke model for entrepreneurship and innovation. The Tirupati Spoke will serve as a regional catalyst for startup growth and MSME support, working alongside industrial partners such as Adani Group, Amara Raja Group, and Navayuga Engineering Company Ltd. As a knowledge partner, IIT-Tirupati will provide critical support through mentorship, research collaboration, and development of tailored solutions to regional and national challenges—aligning closely with the Viksit Bharat Mission. Another significant partnership is a five-year partnership with carmaker Kia India, supported with an investment commitment of ₹35 crores (2025–2029). This collaboration aims to promote engineering excellence, research-driven innovation, and nurture industry-ready talent in the domains of advanced manufacturing, electric mobility, and sustainable automotive technologies. Kia India will also initiate an internship program with Pre-Placement Offers (PPOs), ensuring smooth industry integration for students. Additionally, merit-based and need-based scholarships will be extended to deserving students, expanding access to advanced education. Addressing a media conference at the campus on Thursday, IIT-T Director Prof. K.N. Satyanarayana said, 'The partnership with Kia goes beyond an MoU—it's a convergence of vision and commitment toward shaping the future of mobility and engineering in India. Together, we aim to create transformative opportunities.' Campus infrastructure On the infrastructure front, under Phase-A civil works worth ₹867.49 crore, furniture and equipment procurement worth ₹224.26 crore, and ₹352.31 crore allocated for recurring expenditure totalling to ₹1,444 crore. The Central government has now approved works under Phase-B amounting to ₹2,313 crore, a major boost to campus infrastructure.
Hans India
11-05-2025
- Automotive
- Hans India
Kia India-IIT Tirupati sign MoU to drive innovation
Tirupati: Kia India, a leading mass-premium carmaker, has inked a strategic Memorandum of Understanding (MoU) with Indian Institute of Technology, Tirupati (IIT-Tirupati), aimed at boosting engineering excellence and fostering innovation in automotive and industrial sectors. Under the five-year partnership (2025–2029), Kia India will invest Rs 35 crores to enhance academic infrastructure, promote collaborative research, and support student development programmes. The collaboration aspires to transform IIT-Tirupati into a centre of excellence in advanced manufacturing, electric mobility, and sustainable automotive technologies. The MoU introduces a robust framework for industry-academia synergy, including internships with Pre-Placement Offers (PPOs) for students, along with scholarships for MTech students based on merit and financial need. A major feature of the agreement is the creation of a 'Makers Laboratory' – a modern innovation hub for interdisciplinary collaboration, enabling students to design and build real-world prototypes. 'By joining forces with IIT-Tirupati, we aim to nurture highly skilled engineers and technologists, equipped to lead advancements in sustainable mobility and industrial manufacturing,' said Gwanggu Lee, Managing Director and CEO of Kia India. IIT-Tirupati Director Prof K N Satyanarayana welcomed the initiative, saying it would provide students with valuable exposure to global industry standards and advanced infrastructure. The MoU signing ceremony was attended by senior leadership from both Kia India and IIT-Tirupati, marking a significant step toward strengthening India's technological and educational landscape in automotive innovation.
Business Wire
09-05-2025
- Business
- Business Wire
CenterPoint Energy, Inc. Announces Pricing of Tender Offers
HOUSTON--(BUSINESS WIRE)--CenterPoint Energy, Inc. (NYSE: CNP) or 'CenterPoint Energy' announced today the applicable reference yield (the 'Reference Yield') for the Notes (as defined below) and the applicable total consideration (the 'Total Consideration') to be paid in connection with the previously announced cash tender offers (each, a 'Tender Offer' and collectively, the 'Tender Offers') for (i) up to $600,000,000 aggregate purchase price (excluding Accrued Interest (as defined below)) (the 'CenterPoint Energy Notes Maximum Amount') of its 5.25% Senior Notes due 2026, 3.70% Senior Notes due 2049, 4.25% Senior Notes due 2028, 5.40% Senior Notes due 2029, 2.95% Senior Notes due 2030 and 2.65% Senior Notes due 2031 (collectively, the 'CenterPoint Energy Notes'), in the priorities set forth in the Offer to Purchase (as defined below) (the 'CenterPoint Energy Notes Tender Offers'), and (ii) up to $400,000,000 aggregate purchase price (excluding Accrued Interest) (the 'CERC Notes Maximum Amount' and, together with the CenterPoint Energy Notes Maximum Amount, the 'Maximum Amounts') of the 4.10% Senior Notes due 2047 (the 'CERC 2047 Notes'), 5.40% Senior Notes due 2033, 5.25% Senior Notes due 2028, 5.40% Senior Notes due 2034 and 4.40% Senior Notes due 2032 issued by its wholly-owned subsidiary, CenterPoint Energy Resources Corp. ('CERC') (collectively, the 'CERC Notes' and, together with the CenterPoint Energy Notes, the 'Notes'), in the priorities set forth in the Offer to Purchase (the 'CERC Notes Tender Offers'); provided, that the offer to purchase the CERC 2047 Notes is subject to an aggregate principal amount sublimit of $150,000,000 (the 'CERC 2047 Notes Tender Cap'). Each group of Tender Offers that constitutes either the CenterPoint Energy Notes Tender Offers or the CERC Notes Tender Offers is referred to as the 'Capped Tender Offers.' The sum of the CenterPoint Energy Notes Maximum Amount and the CERC Notes Maximum Amount is $1,000,000,000 (the 'Aggregate Maximum Amount'), which represents the aggregate purchase price of the Notes subject to the Tender Offers and excludes any Accrued Interest. The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 25, 2025 (as may be amended or supplemented from time to time, the 'Offer to Purchase'). The following tables set forth certain terms of the Tender Offers, including the consideration payable for the Notes: The CenterPoint Energy Notes Tender Offers The CERC Notes Tender Offers Title of Notes CUSIP Number Acceptance Priority Level (1) Principal Amount Outstanding UST Reference Security Reference Yield Fixed Spread (bps) Tender Offer Yield Total Consideration (2)(3) Accrued Interest (2)(4) Principal Amount Expected to be Accepted for Purchase 4.10% Senior Notes due 2047 (7) 15189W AJ9 1 $300,000,000 4.750% UST due 2/15/2045 4.861% +80 5.661% $803.59 $8.20 $109,593,000 5.40% Senior Notes due 2033 15189Y AH9 2 $600,000,000 4.625% UST due 2/15/2035 4.353% +70 5.053% $1,021.53 $10.80 $305,352,000 (6) 5.25% Senior Notes due 2028 15189Y AG1 3 $900,000,000 3.750% UST due 4/15/2028 – +35 – – – $0 5.40% Senior Notes due 2034 15189W AS9 4 $400,000,000 4.625% UST due 2/15/2035 – +95 – – – $0 4.40% Senior Notes due 2032 15189W AP5 5 $500,000,000 4.625% UST due 2/15/2035 – +75 – – – $0 Expand (1) Subject to the Aggregate Maximum Amount, the Maximum Amounts, the CERC 2047 Notes Tender Cap and proration, the principal amount of each series of Notes that is purchased in each of the Tender Offers will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column. (2) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date (as defined below) and accepted for purchase. (3) The Total Consideration calculated as described in the Offer to Purchase includes the Early Tender Payment (as defined below) of $30 per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase. (4) In addition to the Total Consideration, holders of Notes accepted for purchase will receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date (as defined below). (5) After application of proration using a proration factor of approximately 7.1%. (6) After application of proration using a proration factor of approximately 91.5%. (7) The CERC 2047 Notes in Acceptance Priority Level 1 with respect to the CERC Notes Tender Offers are subject to an aggregate principal amount sublimit of $150,000,000, which is referred to as the 'CERC 2047 Notes Tender Cap.' Expand The applicable Total Consideration payable by CenterPoint Energy for Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 8, 2025 (the 'Early Tender Date') and accepted for purchase will include the early tender payment of $30 per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase (the 'Early Tender Payment'). In addition to the applicable Total Consideration, registered holders (individually, a 'Holder' and collectively, the 'Holders') of Notes accepted for purchase will receive accrued and unpaid interest up to, but not including, the Early Settlement Date ('Accrued Interest'). The Total Consideration for each $1,000 principal amount of the Notes was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread set forth in the tables above plus the yield to maturity or first par call date, as the case may be, of the applicable U.S. Treasury reference securities (the 'UST Reference Security') set forth in the tables above on the bid-side price of such UST Reference Security as of 10:00 a.m., New York City time, on May 9, 2025. CenterPoint Energy expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on May 13, 2025 (the 'Early Settlement Date'), subject to the Aggregate Maximum Amount, the Maximum Amounts, the CERC 2047 Notes Tender Cap, proration and the acceptance priority levels applicable to the relevant series, in each case as described in the Offer to Purchase. Because the aggregate purchase price (excluding Accrued Interest) of CenterPoint Energy Notes validly tendered and not validly withdrawn exceeds the CenterPoint Energy Notes Maximum Amount, CenterPoint Energy expects that it will accept validly tendered 5.40% Senior Notes due 2029 on a prorated basis with a proration factor of approximately 7.1% in accordance with the Offer to Purchase and none of the validly tendered 2.95% Senior Notes due 2030 and 2.65% Senior Notes due 2031. Because the aggregate purchase price (excluding Accrued Interest) of CERC Notes validly tendered and not validly withdrawn exceeds the CERC Notes Maximum Amount, CenterPoint Energy expects that it will accept validly tendered 5.40% Senior Notes due 2033 on a prorated basis with a proration factor of approximately 91.5% in accordance with the Offer to Purchase and none of the validly tendered 5.25% Senior Notes due 2028, 5.40% Senior Notes due 2034 and 4.40% Senior Notes due 2032. As a result, a Holder who validly tendered and did not validly withdraw such Notes pursuant to the Tender Offers may have all or a portion of its Notes returned to it. The Tender Offers will expire at 5:00 p.m., New York City time, on May 23, 2025, unless extended or earlier terminated (the 'Expiration Date'); however, because CenterPoint Energy expects to accept for purchase the Aggregate Maximum Amount of Notes, no additional Notes will be purchased pursuant to the Tender Offers after the Early Settlement Date. As described in the Offer to Purchase, Notes tendered after the Early Tender Date, together with any Notes tendered at or prior to the Early Tender Date but not accepted for purchase by CenterPoint Energy, will be promptly returned to the tendering Holder's account. CenterPoint Energy expressly reserves the right, in its sole discretion, subject to applicable law, to (i) extend, terminate or withdraw the Tender Offers at any time prior to the Expiration Date, (ii) waive or modify, in whole or in part, any or all conditions to the Tender Offers, or (iii) otherwise amend the Tender Offers in any respect. The Tender Offers are not conditioned on any minimum principal amount of Notes being tendered but are subject to certain conditions as described in the Offer to Purchase. Each Tender Offer is a separate offer. The Capped Tender Offers are not conditioned on each other. Each Tender Offer may be individually amended, extended or terminated by CenterPoint Energy. CenterPoint Energy has retained Barclays Capital Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. to act as Dealer Managers for the Tender Offers (the 'Dealer Managers'). Global Bondholder Services Corporation has been retained to act as the Depositary and Information Agent for the Tender Offers (the 'Depositary and Information Agent'). Requests for assistance relating to the procedures for tendering Notes may be directed to the Depositary and Information Agent either by email at contact@ or by phone at (212) 430-3774 (for banks and brokers only) or (855) 654-2015 (for all others toll free). Requests for assistance relating to the terms and conditions of the Tender Offers may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect), TD Securities (USA) LLC at (866) 584-2096 (toll free) or (212) 827-2842 (collect) or U.S. Bancorp Investments, Inc. at (800) 479-3441 (toll free) or (917) 558-2756 (collect). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase made available to Holders of the Notes. None of CenterPoint Energy, CERC, the Dealer Managers, the Depositary and Information Agent or the trustee with respect to any series of the Notes, or any of their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender. About CenterPoint Energy As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve approximately 7 million metered customers in Indiana, Minnesota, Ohio and Texas. As of March 31, 2025, the company owned approximately $44 billion in assets. With approximately 8,300 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, visit Forward-Looking Statements This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words 'anticipate,' 'believe,' 'continue,' 'could,' 'estimate,' 'expect,' 'forecast,' 'goal,' 'intend,' 'may,' 'objective,' 'plan,' 'potential,' 'predict,' 'projection,' 'should,' 'target,' 'will,' 'would' or other similar words are intended to identify forward-looking statements. These forward-looking statements, which include statements regarding the expected size and terms of the Tender Offers, the expiration date for the Tender Offers, the use of a proration factor with respect to certain series of the Notes and the settlement date, are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or implied by these forward-looking statements. Any statements in this news release regarding future events that are not historical facts are forward-looking statements. Each forward-looking statement contained in this news release speaks only as of the date of this release, and CenterPoint Energy does not assume any duty to update or revise forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) actions by credit rating agencies, including any potential downgrades to credit ratings; (2) financial market conditions; (3) general economic conditions; (4) the timing and impact of future regulatory, executive and legislative decisions and actions; and (5) other factors, risks and uncertainties discussed in CenterPoint Energy's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and CenterPoint Energy's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and other reports CenterPoint Energy or its subsidiaries may file from time to time with the Securities and Exchange Commission ('SEC'). You are cautioned not to place undue reliance on CenterPoint Energy's forward-looking statements. Investors and others should note that we may announce material information using SEC filings and the Investor Relations page of our website, including press releases, public conference calls, webcasts. In the future, we will continue to use these channels to distribute material information about the company and to communicate important information about the company, key personnel, corporate initiatives, regulatory updates, and other matters. Information that we post on our website could be deemed material; therefore, we encourage investors to review the information we post on the Investor Relations page of our website.
Business Wire
09-05-2025
- Business
- Business Wire
CenterPoint Energy, Inc. Announces Early Results of Tender Offers
HOUSTON--(BUSINESS WIRE)--CenterPoint Energy, Inc. (NYSE: CNP) or 'CenterPoint Energy' announced today the early results of the previously announced cash tender offers (each, a 'Tender Offer' and collectively, the 'Tender Offers') for (i) up to $600,000,000 aggregate purchase price (excluding Accrued Interest (as defined below)) (the 'CenterPoint Energy Notes Maximum Amount') of its 5.25% Senior Notes due 2026, 3.70% Senior Notes due 2049, 4.25% Senior Notes due 2028, 5.40% Senior Notes due 2029, 2.95% Senior Notes due 2030 and 2.65% Senior Notes due 2031 (collectively, the 'CenterPoint Energy Notes'), in the priorities set forth in the first table below (the 'CenterPoint Energy Notes Tender Offers'), and (ii) up to $400,000,000 aggregate purchase price (excluding Accrued Interest) (the 'CERC Notes Maximum Amount' and, together with the CenterPoint Energy Notes Maximum Amount, the 'Maximum Amounts') of the 4.10% Senior Notes due 2047 (the 'CERC 2047 Notes'), 5.40% Senior Notes due 2033, 5.25% Senior Notes due 2028, 5.40% Senior Notes due 2034 and 4.40% Senior Notes due 2032 issued by its wholly-owned subsidiary, CenterPoint Energy Resources Corp. ('CERC') (collectively, the 'CERC Notes' and, together with the CenterPoint Energy Notes, the 'Notes'), in the priorities set forth in the second table below (the 'CERC Notes Tender Offers'); provided, that the offer to purchase the CERC 2047 Notes is subject to an aggregate principal amount sublimit of $150,000,000 (the 'CERC 2047 Notes Tender Cap'). Each group of Tender Offers that constitutes either the CenterPoint Energy Notes Tender Offers or the CERC Notes Tender Offers is referred to as the 'Capped Tender Offers.' The sum of the CenterPoint Energy Notes Maximum Amount and the CERC Notes Maximum Amount is $1,000,000,000 (the 'Aggregate Maximum Amount'), which represents the aggregate purchase price of the Notes subject to the Tender Offers and excludes any Accrued Interest. The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 25, 2025 (as may be amended or supplemented from time to time, the 'Offer to Purchase'). The CenterPoint Energy Notes Tender Offers The CERC Notes Tender Offers Title of Notes CUSIP Number Issuer Acceptance Priority Level (1) Principal Amount Outstanding Principal Amount Tendered at Early Tender Date Approximate Percentage of Outstanding Notes Tendered at Early Tender Date 4.10% Senior Notes due 2047 (2) 15189W AJ9 CERC 1 $300,000,000 $109,593,000 36.53% 5.40% Senior Notes due 2033 15189Y AH9 CERC 2 $600,000,000 $333,739,000 55.62% 5.25% Senior Notes due 2028 15189Y AG1 CERC 3 $900,000,000 $615,603,000 68.40% 5.40% Senior Notes due 2034 15189W AS9 CERC 4 $400,000,000 $219,011,000 54.75% 4.40% Senior Notes due 2032 15189W AP5 CERC 5 $500,000,000 $187,621,000 37.52% Expand (1) Subject to the Aggregate Maximum Amount, the Maximum Amounts, the CERC 2047 Notes Tender Cap and proration, the principal amount of each series of Notes that is purchased in each of the Tender Offers will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column. (2) The CERC 2047 Notes in Acceptance Priority Level 1 with respect to the CERC Notes Tender Offers are subject to an aggregate principal amount sublimit of $150,000,000, which is referred to as the 'CERC 2047 Notes Tender Cap.' CenterPoint Energy reserves the right, but is under no obligation, to increase, decrease or eliminate the CERC 2047 Notes Tender Cap at any time, including on or after the date that the Notes are priced, subject to applicable law. Expand As of 5:00 p.m., New York City time, on May 8, 2025 (the 'Early Tender Date'), as reported by Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offers (the 'Depositary and Information Agent'), the principal amounts of the Notes listed in the tables above had been validly tendered and not validly withdrawn by registered holders of the Notes (individually, a 'Holder' and collectively, the 'Holders'). The withdrawal deadline of 5:00 p.m., New York City time, on May 8, 2025 was not extended and, accordingly, Notes tendered in the Tender Offers may no longer be withdrawn, except in certain limited circumstances where withdrawal rights are required under applicable law. The applicable total consideration (the 'Total Consideration') payable by CenterPoint Energy for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase will include the early tender payment of $30 per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase (the 'Early Tender Payment'). Holders of the Notes validly tendered after the Early Tender Date but at or prior to 5:00 p.m., New York City time, on May 23, 2025 (the 'Expiration Date') will be eligible to receive the applicable tender offer consideration, namely the applicable Total Consideration minus the Early Tender Payment. In addition to the applicable Total Consideration, Holders of Notes accepted for purchase will receive accrued and unpaid interest up to, but not including, the Early Settlement Date (as defined below) ('Accrued Interest'). The Total Consideration to be paid in the Tender Offers will be determined in the manner described in the Offer to Purchase at 10:00 a.m., New York City time, on May 9, 2025, unless extended or earlier terminated. CenterPoint Energy expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on May 13, 2025 (the 'Early Settlement Date'), subject to the Aggregate Maximum Amount, the Maximum Amounts, the CERC 2047 Notes Tender Cap, proration and the acceptance priority levels applicable to the relevant series, in each case as described in the Offer to Purchase. CenterPoint Energy may increase or decrease the Maximum Amounts (which thereby would increase or decrease the Aggregate Maximum Amount) or the CERC 2047 Notes Tender Cap in its sole discretion, subject to applicable law. The Tender Offers will expire at 5:00 p.m., New York City time, on May 23, 2025, unless extended or earlier terminated; however, CenterPoint Energy does not expect to accept for purchase any Notes tendered after the Early Tender Date because the aggregate purchase price (excluding Accrued Interest) for Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date and accepted for purchase is expected to be greater than the Aggregate Maximum Amount. As described in the Offer to Purchase, Notes tendered after the Early Tender Date, together with any Notes tendered at or prior to the Early Tender Date but not accepted for purchase by CenterPoint Energy, will be promptly returned to the tendering Holder's account, unless CenterPoint Energy elects to increase or eliminate one or both of the Maximum Amounts. CenterPoint Energy expressly reserves the right, in its sole discretion, subject to applicable law, to (i) extend, terminate or withdraw the Tender Offers at any time prior to the Expiration Date, (ii) waive or modify, in whole or in part, any or all conditions to the Tender Offers, or (iii) otherwise amend the Tender Offers in any respect. The Tender Offers are not conditioned on any minimum principal amount of Notes being tendered but are subject to certain conditions as described in the Offer to Purchase. Each Tender Offer is a separate offer. The Capped Tender Offers are not conditioned on each other. Each Tender Offer may be individually amended, extended or terminated by CenterPoint Energy. CenterPoint Energy has retained Barclays Capital Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. to act as Dealer Managers for the Tender Offers (the 'Dealer Managers'). Global Bondholder Services Corporation has been retained to act as the Depositary and Information Agent for the Tender Offers. Requests for assistance relating to the procedures for tendering Notes may be directed to the Depositary and Information Agent either by email at contact@ or by phone at (212) 430-3774 (for banks and brokers only) or (855) 654-2015 (for all others toll free). Requests for assistance relating to the terms and conditions of the Tender Offers may be directed to Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect), TD Securities (USA) LLC at (866) 584-2096 (toll free) or (212) 827-2842 (collect) or U.S. Bancorp Investments, Inc. at (800) 479-3441 (toll free) or (917) 558-2756 (collect). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase made available to Holders of the Notes. None of CenterPoint Energy, CERC, the Dealer Managers, the Depositary and Information Agent or the trustee with respect to any series of the Notes, or any of their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offers and, if so, the principal amount of Notes to tender. About CenterPoint Energy As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve approximately 7 million metered customers in Indiana, Minnesota, Ohio and Texas. As of March 31, 2025, the company owned approximately $44 billion in assets. With approximately 8,300 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, visit Forward-Looking Statements This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words 'anticipate,' 'believe,' 'continue,' 'could,' 'estimate,' 'expect,' 'forecast,' 'goal,' 'intend,' 'may,' 'objective,' 'plan,' 'potential,' 'predict,' 'projection,' 'should,' 'target,' 'will,' 'would' or other similar words are intended to identify forward-looking statements. These forward-looking statements, which include statements regarding the expected size and terms of the Tender Offers, the expected timing of pricing of the Tender Offers, the expiration date for the Tender Offers, the use of a proration factor with respect to certain series of the Notes, the settlement date and the expected aggregate Maximum Amount, are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or implied by these forward-looking statements. Any statements in this news release regarding future events that are not historical facts are forward-looking statements. Each forward-looking statement contained in this news release speaks only as of the date of this release, and CenterPoint Energy does not assume any duty to update or revise forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) actions by credit rating agencies, including any potential downgrades to credit ratings; (2) financial market conditions; (3) general economic conditions; (4) the timing and impact of future regulatory, executive and legislative decisions and actions; and (5) other factors, risks and uncertainties discussed in CenterPoint Energy's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and CenterPoint Energy's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and other reports CenterPoint Energy or its subsidiaries may file from time to time with the Securities and Exchange Commission ('SEC'). You are cautioned not to place undue reliance on CenterPoint Energy's forward-looking statements. Investors and others should note that we may announce material information using SEC filings and the Investor Relations page of our website, including press releases, public conference calls, webcasts. In the future, we will continue to use these channels to distribute material information about the company and to communicate important information about the company, key personnel, corporate initiatives, regulatory updates, and other matters. Information that we post on our website could be deemed material; therefore, we encourage investors to review the information we post on the Investor Relations page of our website.
