CenterPoint Energy (CNP) 8-K CenterPoint Energy and Energy Capital Partners

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): June 1, 2020

_______________________________

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its charter)

Texas		1-31447			74-0694415
(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)
Registrant’s telephone number, including area code:			(713)	207-1111

_______________________________

CENTERPOINT ENERGY RESOURCES CORP.

(Exact name of registrant as specified in its charter)

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)
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))

Securities registered pursuant to Section 12(b) of the Act:
Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
CenterPoint Energy, Inc.	Common Stock, $0.01 par value	CNP	The New York Stock Exchange
			Chicago Stock Exchange, Inc.
CenterPoint Energy, Inc.	Depositary Shares for 1/20 of 7.00% Series B Mandatory Convertible Preferred Stock, $0.01 par value	CNP/PB	The New York Stock Exchange
CenterPoint Energy Resources Corp.	6.625% Senior Notes due 2037	n/a	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 1, 2020, CenterPoint Energy Resources Corp., a Delaware corporation (“Seller”) and a wholly-owned subsidiary of CenterPoint Energy, Inc. (the “Company”), completed the sale of the outstanding membership interests of Symmetry Energy Solutions, LLC, a Delaware limited liability company (f/k/a CenterPoint Energy Services, Inc.) (“CES”) (the “Transaction”) to Symmetry Energy Solutions Acquisition, LLC, a Delaware limited liability company (f/k/a Athena Energy Services Buyer, LLC) (“Buyer”) for approximately $286 million in cash pursuant to the Equity Purchase Agreement, dated February 24, 2020 (the “Purchase Agreement”), by and between Seller and Buyer. The $286 million in cash includes adjustments for the estimated working capital at closing, which was lower than previously estimated due primarily to the impacts of changes in commodity prices and impacts related to the timing of close that resulted in less working capital needs at CES. Estimated working capital at closing is subject to customary post-closing review and adjustment. The closing of the sale of CES represents the disposition of substantially all of the businesses within the Company’s and Seller’s energy services reporting unit.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on February 24, 2020 and the terms of which are incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On June 1, 2020, the Company issued a press release announcing the completion of the Transaction. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished in Item 7.01 and Exhibit 99.1 are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.  

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	Press Release issued by the Company on June 1, 2020
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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, INC.
Date: June 1, 2020	By:	/s/ Jason M. Ryan
		Jason M. Ryan
		Senior Vice President and General Counsel

	CENTERPOINT ENERGY RESOURCES CORP.
Date: June 1, 2020	By:	/s/ Jason M. Ryan
		Jason M. Ryan
		Senior Vice President and General Counsel