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Upon the closing of the transaction, CenterPoint Energy (CenterPoint) received approximately 201 million Energy Transfer LP (ET) common units and $5 million in cash in exchange for its Enable Midstream Partners, LP (Enable) common units and general partner interest, respectively
In addition, CenterPoint exchanged approximately $363 million of Enable Series A Fixed to Floating Non-Cumulative Redeemable Perpetual Preferred units for approximately $385 million ET Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred units
The closing of the transaction triggers the settlement of the previously announced contingent forward sale of 50 million ET common units, or approximately 25% of CenterPoint’s total ET common unit holding
Transaction supports and aligns with CenterPoint’s goal to fully eliminate midstream exposure by the end of 2022, its current 10-year growth strategy and plan to move to a purely regulated utility
HOUSTON, December 02, 2021--(BUSINESS WIRE)--CenterPoint Energy, Inc. (NYSE: CNP) today announced it is taking steps to reduce the company’s midstream exposure following the completion of Enable Midstream Partners, LP’s (NYSE: ENBL) merger with Energy Transfer LP (NYSE: ET). CenterPoint’s 53.7% of Enable common units converted into 201 million ET common units. The settlement of CenterPoint’s previously announced contingent forward sale for 50 million ET common units, representing approximately 25% of CenterPoint’s ownership in ET common units, was triggered upon the completion of the merger between Enable and ET.
CenterPoint also received $5 million in cash in exchange for its Enable general partner interest and ET Series G Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred units with a liquidation preference of approximately $385 million in exchange for the $363 million liquidation preference of Enable Series A Fixed-to-Floating Non-Cumulative Redeemable Perpetual Preferred units owned by CenterPoint. With the completion of this transaction, CenterPoint and OGE Energy Corp. have terminated various agreements related to Enable.
"I am excited to share this announcement today. We are now firmly on an accelerated path to reducing our exposure to the midstream industry. This transaction aligns with our newly unveiled 10-year growth strategy that focuses on investing in the footprint of our pure-play regulated business," said President and CEO Dave Lesar. "As I shared during our 2021 Analyst Day, we are targeting a full elimination of our midstream exposure by the end of 2022."
Lesar added, "We continue to demonstrate a consistent track record of execution and performance. In the past 18 months, we have taken decisive actions to align our interest more closely with those of our shareholders and our customers, including refocusing on our core regulated utility businesses. Our strategy supports a transition to a cleaner energy future that will drive our industry-leading growth, including our previously announced anticipated Utility earnings per share growth of 8% per year through 2024, and the mid-to-high end of 6% to 8% per year from 2025 through 2030, all with no anticipated issuance of equity during this time frame."
About CenterPoint Energy, Inc.
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 more than 7 million metered customers in Arkansas, Indiana, Louisiana, Minnesota, Mississippi, Ohio, Oklahoma and Texas. As of September 30, 2021, the company owned approximately $37 billion in assets. With approximately 9,500 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, visit CenterPointEnergy.com.
About Energy Transfer LP
ET owns and operates one of the largest and most diversified portfolios of energy assets in the North America, with a strategic footprint in all of the major U.S. production basins, ET is a publicly traded limited partnership with core operations that include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, natural gas liquids (NGL) and refined product transportation and terminalling assets; and NGL fractionation. ET also owns Lake Charles LNG Company, as well as the general partner interests, the incentive distribution rights and 28.5 million common units of Sunoco LP (NYSE: SUN), and the general partner interests and 46.1 million common units of USA Compression Partners, LP (NYSE: USAC).
Enable’s assets include approximately 14,000 miles of natural gas, crude oil, condensate and produced water gathering pipelines, approximately 2.6 Bcf/d of natural gas processing capacity, approximately 7,800 miles of interstate pipelines (including Southeast Supply Header, LLC of which Enable owns 50%), approximately 2,200 miles of intrastate pipelines and seven natural gas storage facilities comprising 84.5 billion cubic feet of storage capacity.
Use of Non-GAAP Measures
As included in this press release, utility earnings per share ("Utility EPS") is not a generally accepted accounting principles ("GAAP") financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance that excludes or includes amounts that are not normally excluded or included in the most directly comparable GAAP financial measure.
Utility EPS includes net income from Electric and Natural Gas segments, as well as after tax Corporate and Other operating income and an allocation of corporate overhead based upon the Utility’s relative earnings contribution. Corporate overhead consists primarily of interest expense, preferred stock dividend requirements, and other items directly attributable to the parent along with the associated income taxes. Utility EPS excludes (a) earnings or losses from the change in value of CenterPoint Energy's 2.0% Zero-Premium Exchangeable Subordinated Notes due 2029 ("ZENS") and related securities, (b) certain expenses associated with Vectren merger integration, (c) earnings and losses associated with the ownership and disposal of midstream common and preferred units (including amounts reported in discontinued operations), net gain associated with the consummation of the merger between Enable and Energy Transfer, a corresponding amount of debt related to midstream common and preferred units, and an allocation of associated corporate overhead, (d) cost associated with the early extinguishment of debt and (e) gain and impact, including related expenses, associated with the pending gas LDC sales. 2022 Utility EPS guidance excludes (a) earnings or losses from the change in value of ZENS and related securities and (b) income and expense related to ownership and disposal of Energy Transfer units, a corresponding amount of debt related to the units and an allocation of associated corporate overhead. To the extent, the pending gas LDC sales do not occur in 2021, 2022 Utility EPS guidance will exclude the impacts associated with those items as referenced in the 2021 Utility EPS guidance. Utility EPS does not consider the items noted above and other potential impacts, such as changes in accounting standards, impairments or other unusual items, which could have a material impact on GAAP reported results for the applicable guidance period. Utility EPS also considers assumptions for certain significant variables that may impact earnings, such as customer growth and usage including normal weather, throughput, recovery of capital invested, effective tax rates, financing activities and related interest rates and regulatory and judicial proceedings. In addition, the Utility EPS guidance ranges assume the timing of pending gas LDC sales, the timing of merger between Enable and Energy Transfer, and the timing of our planned disposition of the Energy Transfer common units and preferred units that we received as part of the merger between Enable and Energy Transfer. To the extent actual results deviate from these assumptions, the Utility EPS guidance ranges may not be met or the projected annual Utility EPS growth rate may change. CenterPoint Energy is unable to present a quantitative reconciliation of forward-looking Utility EPS because changes in the value of ZENS and related securities, future impairments and other unusual items are not estimable and are difficult to predict due to various factors outside of management’s control. Management evaluates the Company’s financial performance in part based on Utility EPS. Management believes that presenting this non-GAAP financial measure enhances an investor’s understanding of CenterPoint Energy’s overall financial performance by providing them with an additional meaningful and relevant comparison of current and anticipated future results across periods. The adjustments made in this non-GAAP financial measure exclude items that Management believes do not most accurately reflect the Company’s fundamental business performance. CenterPoint Energy’s Utility EPS non-GAAP financial measure should be considered as a supplement to, and not as a substitute for, or superior to diluted earnings per share, which is the most directly comparable GAAP financial measure. This non-GAAP financial measure also may be different than non-GAAP financial measures used by other companies.
The statements in this press release contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this press release are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "objective," "plan," "potential," "predict," "projection," "should," "target," "will" or other similar words are intended to identify forward-looking statements. These forward-looking statements 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. Forward-looking statements include, but are not limited to, statements relating to the settlement of the contingent forward sale of ET common units and the expected receipt of cash proceeds therefrom, expectations on reducing and eliminating CenterPoint’s exposure to the midstream industry, including dispositions of ET common units and preferred units, moving to a pure-play regulated business, focus on growth of its utility businesses, long-term growth strategy and investment plan, CenterPoint’s transition to a cleaner energy future, CenterPoint Energy’s guidance basis utility earnings per share growth target, plans regarding equity issuances and the liquidity and risks of Energy Transfer LP common units and preferred units. Each forward-looking statement contained in this press release speaks only as of the date of this release. 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) the impact of COVID-19; (2) financial market conditions; (3) general economic conditions; (4) the timing and impact of future regulatory and legislative decisions; (5) effects of competition; (6) weather variations; (7) changes in business plans; (8) growth in CenterPoint Energy's service territory and changes in market demand; (9) CenterPoint Energy's ability to execute on operations initiatives, targets and goals; and (10) other factors discussed in CenterPoint Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 and other reports CenterPoint Energy or its subsidiaries may file from time to time with the Securities and Exchange Commission (SEC).
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Philip Holder/Jackie Richert