Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 1, 2019 (the “Closing Date”), CenterPoint Energy, Inc., a Texas corporation (“Parent”), completed its previously announced acquisition of Vectren Corporation (the “Company”) through a merger (the “Merger”) of Pacer Merger Sub, Inc., an Indiana corporation and wholly owned subsidiary of Parent (“Merger Sub”), with and into the Company pursuant to the Agreement and Plan of Merger, dated as of April 21, 2018, by and among the Company, Parent and Merger Sub (the “Merger Agreement”). As a result of the Merger, the Company became a wholly owned subsidiary of Parent as of the Effective Time (as defined below).
On and subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of the Company (“Company common stock”) issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $72.00 in cash, without interest. At the Effective Time, each stock unit that was payable in Company common stock or whose value was determined with reference to the value of Company common stock immediately prior to the Effective Time, whether vested or unvested, was cancelled at the Effective Time with cash consideration paid therefor in accordance with the terms of the Merger Agreement. The aggregate value of the consideration paid by Parent in connection with the Merger was approximately $6 billion, which was funded through a combination of various issuances by Parent of its common and preferred stock, unsecured senior notes and unsecured commercial paper.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form8-K filed on April 23, 2018, and which is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Effective as of the opening of trading on the New York Stock Exchange (“NYSE”) on the Closing Date, the shares of the Company common stock, which traded under the symbol “VVC”, were suspended from trading on the NYSE. On the Closing Date, the Company requested that the NYSE file with the Securities and Exchange Commission (“SEC”) a notification of removal from listing on Form 25 to delist the Company common stock from the NYSE and to withdraw the registration of the Company common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file a certification on Form 15 with the SEC requesting the termination of registration of the Company common stock with the SEC under Section 12(g) of the Exchange Act and its reporting obligations under Sections 13 and 15(d) of the Exchange Act. The disclosure set forth in Item 2.01 is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.
