Obligation CenterPoint Energy 6.85% ( US15189TAG22 ) en USD

CenterPoint Energy

100 % ▲

Etas-Unis

US15189TAG22 ( en USD )

6.85% par an ( paiement semestriel )

01/06/2015 - Obligation échue

Prospectus brochure de l'obligation CenterPoint Energy US15189TAG22 en USD 6.85%, échue

1 000 USD

200 000 000 USD

15189TAG2

L'Obligation émise par CenterPoint Energy ( Etas-Unis ) , en USD, avec le code ISIN US15189TAG22, paye un coupon de 6.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2015

L'Obligation émise par CenterPoint Energy ( Etas-Unis ) , en USD, avec le code ISIN US15189TAG22, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par CenterPoint Energy ( Etas-Unis ) , en USD, avec le code ISIN US15189TAG22, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>h10290b3e424b3.txt
<DESCRIPTION>CENTERPOINT ENERGY, INC.- REG. NO. 333-110349
<TEXT>
<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-110349
PROSPECTUS
[CENTERPOINT ENERGY, INC. LOGO]
$600,000,000
CENTERPOINT ENERGY, INC.
OFFER TO EXCHANGE
<TABLE>
<S> <C> <C>
5.875% Senior Notes due 2008, 6.850% Senior Notes due 2015, 7.25% Senior Notes due 2010,
Series B Series B Series B
for all outstanding for all outstanding for all outstanding
5.875% Senior Notes due 2008, 6.850% Senior Notes due 2015, 7.25% Senior Notes due 2010,
Series A Series A Series A
</TABLE>
THE EXCHANGE OFFER FOR SERIES A NOTES (THE "OLD NOTES") OF EACH SERIES:
- will expire at 5:00 p.m., New York City time, January 7, 2004, unless
extended; and
- is not conditioned upon any minimum aggregate principal amount of old notes
of that series being tendered for exchange or upon consummation of the
exchange offer for old notes of any other series.
THE SERIES B NOTES (THE "NEW NOTES"):
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- will be freely tradable;
- are substantially identical to the old notes for which they may be
exchanged; and
- will not be listed on any securities exchange or on any automated dealer
quotation system, but may be sold in the over-the-counter market, in
negotiated transactions or through a combination of those methods.
YOU SHOULD NOTE THAT:
- we will exchange all old notes of a series that are validly tendered and
not validly withdrawn for an equal principal amount of new notes of that
series that we have registered under the Securities Act of 1933;
- you may withdraw tenders of old notes at any time prior to the expiration
of the exchange offer; and
- the exchange of old notes for new notes in the exchange offer will not be a
taxable event for U.S. federal income tax purposes.
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 18 OF
THIS
PROSPECTUS BEFORE PARTICIPATING IN THE EXCHANGE OFFER.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
The date of this prospectus is December 3, 2003.
<PAGE>
TABLE OF CONTENTS
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT US THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS
PROSPECTUS.
SEE "WHERE YOU CAN FIND MORE INFORMATION" BEGINNING ON PAGE 65 FOR A
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LISTING OF
DOCUMENTS WE INCORPORATE BY REFERENCE. THESE DOCUMENTS ARE AVAILABLE
WITHOUT
CHARGE UPON WRITTEN OR ORAL REQUEST DIRECTED TO CENTERPOINT ENERGY,
INC., ATTN:
INVESTOR SERVICES, P.O. BOX 4567, HOUSTON, TEXAS 77210-4567, TELEPHONE: (713)
207-3060. TO ENSURE TIMELY DELIVERY OF ANY OF OUR FILINGS, AGREEMENTS OR
OTHER
DOCUMENTS, YOU MUST MAKE YOUR REQUEST TO US NO LATER THAN DECEMBER 30,
2003. THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 7,
2004.
<TABLE>
<S> <C>
Cautionary Statement Regarding Forward-Looking Information....... ii
Prospectus Summary............................................... 1
Risk Factors..................................................... 18
Private Placement................................................ 31
Use of Proceeds.................................................. 31
Capitalization................................................... 32
The Exchange Offer............................................... 33
Description of the Notes......................................... 42
Registration Rights.............................................. 54
Book-Entry Delivery and Settlement............................... 56
Certain U.S. Federal Income Tax Considerations................... 59
Plan of Distribution............................................. 63
Transfer Restrictions............................................ 64
Legal Matters.................................................... 64
Experts.......................................................... 64
Where You Can Find More Information.............................. 65
</TABLE>
Each broker-dealer that receives new notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of those new notes. The letters of transmittal state that, by so
acknowledging and delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act of
1933. This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of new notes received
in exchange for old notes where the old notes were acquired by the broker-dealer
as a result of market-making activities or other trading activities. We have
agreed that, for a period of 180 days after the expiration date of the exchange
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offer, we will make this prospectus available to any broker-dealer for use in
connection with the resale of new notes.
i
<PAGE>
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
From time to time we make statements concerning our expectations,
beliefs, plans, objectives, goals, strategies, future events or performance and
underlying assumptions and other statements that are not historical facts. These
statements are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from those expressed or implied by these statements. In some cases, you can
identify our forward-looking statements by the words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may,"
"objective," "plan," "potential," "predicts," "projection," "should," "will," or
other similar words.
We have based our forward-looking statements on our management's
beliefs and assumptions based on information available at the time the
statements are made. We caution you that assumptions, beliefs, expectations,
intentions and projections about future events may and often do vary materially
from actual results. Therefore, we cannot assure you that actual results will
not differ materially from those expressed or implied by our forward-looking
statements.
Some of the factors that could cause actual results to differ from
those expressed or implied by our forward-looking statements are described under
"Risk Factors" beginning on page 18 of this prospectus. Other such factors are
described in other documents we file with the SEC and incorporate by reference
into this prospectus.
You should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular
statement.
ii
<PAGE>
PROSPECTUS SUMMARY
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This summary highlights information contained elsewhere in this
prospectus or incorporated by reference herein. This summary is not complete and
does not contain all the information that you should consider before investing
in the new notes. You should read carefully the entire prospectus, including the
risk factors, financial data and financial statements included or incorporated
by reference herein and the other information and documents we have incorporated
by reference in this prospectus.
Unless the context requires otherwise, the terms "CenterPoint Energy,"
"our company," "we," "our," "ours" and "us" refer to CenterPoint Energy, Inc.;
the term "CenterPoint Houston" refers to CenterPoint Energy Houston Electric,
LLC, our electric utility subsidiary; the term "CERC" refers to CenterPoint
Energy Resources Corp., our gas distribution and pipelines and gathering
subsidiary; and the term "Reliant Energy" refers to Reliant Energy,
Incorporated. We refer to our 5.875% Senior Notes due 2008, Series A as the
"2008 old notes," our 6.850% Senior Notes due 2015, Series A as the "2015 old
notes," our 7.25% Senior Notes due 2010, Series A as the "2010 old notes," and
the 2008 old notes, 2015 old notes and 2010 old notes together as the "old
notes." We refer to our 5.875% Senior Notes due 2008, Series B offered by this
prospectus as the "2008 new notes," our 6.850% Senior Notes due 2015, Series B
offered by this prospectus as the "2015 new notes," our 7.25% Senior Notes due
2010, Series B offered by this prospectus as the "2010 new notes," and the 2008
new notes, 2015 new notes and 2010 new notes together as the "new notes." We
sometimes refer to the old notes and the new notes collectively as the "notes."
OUR COMPANY
GENERAL
We are a public utility holding company that became the parent of
Reliant Energy and its subsidiaries on August 31, 2002 as part of a corporate
restructuring of Reliant Energy. Our indirect wholly owned subsidiaries include
(i) CenterPoint Houston, which engages in Reliant Energy's former electric
transmission and distribution business in a 5,000-square mile area of the Texas
Gulf Coast that includes Houston, and (ii) CERC, which owns gas distribution
systems that together form one of the United States' largest natural gas
distribution operations in terms of the number of customers served. Through
wholly owned subsidiaries, CERC also owns two interstate natural gas pipelines
and gas gathering systems and provides various ancillary services. We also have
an approximately 81% ownership interest in Texas Genco Holdings, Inc. ("Texas
Genco"), which owns and operates the Texas generating plants that were formerly
part of the integrated electric utility that was part of Reliant Energy. We
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distributed approximately 19% of the outstanding common stock of Texas Genco to
our shareholders on January 6, 2003.
Reliant Energy completed the separation of the generation, transmission
and distribution, and retail sales functions of Reliant Energy's Texas electric
operations (the "Restructuring") in August 2002. To effect the Restructuring,
Reliant Energy:
- conveyed its Texas electric generation assets to Texas Genco,
- became our indirect, wholly owned subsidiary,
- was converted into a Texas limited liability company and
renamed CenterPoint Energy Houston Electric, LLC, and
- distributed the capital stock of its operating subsidiaries to
us.
As part of the Restructuring, each share of Reliant Energy common stock
was converted into one share of our common stock. Prior to the Restructuring,
Reliant Energy's subsidiary, Reliant Resources, Inc. ("Reliant Resources"),
conducted non-utility wholesale and retail energy operations. As a result of the
Restructuring, we became the owner of approximately 83% of the stock of Reliant
Resources. On September 30, 2002, we distributed this stock to our shareholders
on a pro rata basis.
We are a registered public utility holding company under the Public
Utility Holding Company Act of 1935 ("1935 Act"). The 1935 Act and related rules
and regulations impose a number of restrictions on our activities and those of
our subsidiaries other than Texas Genco. The 1935 Act, among other things,
limits our ability and the ability of our subsidiaries to issue debt and equity
securities without prior authorization, restricts the source of dividend
payments to current and retained earnings without prior authorization, regulates
sales and acquisitions of certain assets and businesses and governs affiliate
transactions.
1
<PAGE>
Our general corporate structure is described in the diagram below:
CENTERPOINT ENERGY CORPORATE STRUCTURE
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[DIAGRAM OF CORPORATE STRUCTURE]
BUSINESS CONTRIBUTION
[Graphs displaying respective percentage contribution of each business segment
to total assets as of September 30, 2003 and total operating income for the
twelve months ended September 30, 2003]
2
<PAGE>
OUR BUSINESS
CENTERPOINT HOUSTON
Electric Transmission
CenterPoint Houston transports electricity from power plants to
substations and from one substation to another and to retail customers taking
power above 69 kilovolts ("kV") in locations throughout the control area managed
by the Electric Reliability Council of Texas, Inc. ("ERCOT"). ERCOT is an
intrastate network of retail customers, investor and municipally owned electric
utilities, rural electric co-operatives, river authorities, independent
generators, power marketers and retail electric providers, which serves as the
regional reliability coordinating council for member electric power systems in
Texas. The ERCOT market consists of the State of Texas, other than a portion of
the panhandle, a portion of the eastern part of the state bordering on Louisiana
and the area in and around El Paso. The ERCOT market represents approximately
85% of the demand for power in Texas and is one of the nation's largest power
markets. Transmission services are provided under tariffs approved by the Public
Utility Commission of Texas (the "Texas Utility Commission").
Electric Distribution
CenterPoint Houston distributes electricity for retail electric
providers in its certificated service area by carrying lower-voltage power from
the substation to the retail electric customer. Its distribution network
receives electricity from the transmission grid through power distribution
substations and distributes electricity to end users through distribution
feeders. Operations include construction and maintenance of facilities, metering
services, outage response services and other call center operations.
Distribution services are provided under tariffs approved by the Texas Utility
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Commission. Texas Utility Commission rules and market protocols govern the
commercial retail operations of distribution companies and other market
participants.
Customers
CenterPoint Houston's customers consist of municipalities, electric
cooperatives, other distribution companies and approximately 31 retail electric
providers in its certificated service area. Each retail electric provider is
licensed by the Texas Utility Commission and must meet creditworthiness criteria
established by the Texas Utility Commission.
Stranded Costs, Regulatory Assets Recovery and Securitization
The Texas Electric Restructuring Law. In June 1999, the Texas
legislature adopted the Texas Electric Choice Plan (the "Texas electric
restructuring law"), which substantially amended the regulatory structure
governing electric utilities in order to allow and encourage retail competition.
The Texas electric restructuring law required the separation of the generation,
transmission and distribution and retail sales functions of electric utilities
into three different units. It also required each electric utility to file a
business separation plan with the Texas Utility Commission detailing its plan to
comply with the Texas electric restructuring law. Under the law, neither the
generation function nor the retail function is subject to traditional cost of
service regulation, and the retail function has been opened to competition. The
transmission and distribution function CenterPoint Houston performs remains
subject to traditional utility rate regulation.
Under the Texas electric restructuring law, transmission and
distribution utilities in Texas whose generation assets were "unbundled,"
including CenterPoint Houston, may recover, following a regulatory proceeding to
be held in 2004 (the "2004 True-Up Proceeding"):
- "regulatory assets," which consist of the Texas jurisdictional
amount reported by the previously vertically integrated
electric utilities as regulatory assets and liabilities
(offset and adjusted by specified amounts) in their audited
financial statements for 1998,
- "stranded costs," which consist of the positive excess of the
net regulatory book value of generation assets over the market
value of the assets, taking specified factors into account,
and
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- the excess cost over market for state-mandated capacity
auctions by Texas Genco ("ECOM"), fuel over- or under-recovery
and "price to beat" clawback components.
3
<PAGE>
The Texas electric restructuring law permits transmission and
distribution utilities to recover regulatory assets and stranded costs through
transition charges on retail electric customers' bills, to the extent that such
assets and costs are established in certain regulatory proceedings. These
transition charges are non-bypassable, meaning that they must be paid by
essentially all customers and cannot, except in limited circumstances, be
avoided by switching to self-generation.
Final True-Up. Beginning in January 2004, the Texas Utility Commission
will conduct true-up proceedings for each investor-owned utility. The purpose of
the true-up proceeding is to quantify and reconcile the amount of stranded
costs, other regulatory assets associated with the generation assets that were
not previously securitized, the difference in the price of power obtained
through the state mandated capacity auctions and the power costs used in the
Texas Utility Commission's ECOM model, any fuel costs over- or under-recovery
and the "price to beat" clawback. The true-up proceeding will result in either
additional charges being assessed on, or credits being issued to, retail
electric customers taking delivery from us. CenterPoint Houston will make the
filing to initiate its final true-up proceeding on March 31, 2004. The Texas
electric restructuring law requires a final order to be issued by the Texas
Utility Commission not more than 150 days after a proper filing is made by the
regulated utility, although under its rules the Texas Utility Commission can
extend the 150-day deadline for good cause.
Securitization. The Texas electric restructuring law provides for the
use of special purpose entities to issue transition bonds for the economic value
of generation-related regulatory assets and stranded costs. These transition
bonds will be amortized over a period not to exceed 15 years through
non-bypassable transition charges to customers taking delivery service from
CenterPoint Houston. Any stranded costs not recovered through the transition
bonds will be recovered through a non-bypassable competition transition charge
assessed to customers taking delivery service from CenterPoint Houston. In
October 2001, a special purpose subsidiary of CenterPoint Houston issued $749
million of transition bonds to securitize generation-related regulatory assets.
These transition bonds have a final maturity date of September 15, 2015 and are
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non-recourse to us or our subsidiaries other than to the special purpose issuer.
We expect that upon completion of the 2004 True-Up Proceeding,
CenterPoint Houston will seek to securitize its stranded costs, any regulatory
assets not previously securitized by the October 2001 issuance of transition
bonds and, to the extent permitted by the Texas Utility Commission, the balance
of the other true-up components. Before CenterPoint Houston can securitize these
amounts, the Texas Utility Commission must conduct a proceeding and issue a
financing order authorizing CenterPoint Houston to do so. Under the Texas
electric restructuring law, CenterPoint Houston is entitled to recover any
portion of the true-up balance not securitized by transition bonds through a
non-bypassable competition transition charge assessed to its customers.
CERC
Natural Gas Distribution
CERC's natural gas distribution business engages in intrastate natural
gas sales to, and natural gas transportation for, residential, commercial and
industrial customers in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma
and Texas. Its operations also include non-rate regulated retail gas sales to
and transportation services for commercial and industrial customers in the six
states listed above as well as several other Midwestern states. CERC currently
conducts intrastate natural gas sales to, and natural gas transportation for,
residential, commercial and industrial customers through three unincorporated
divisions: CenterPoint Energy Arkla ("Arkla"), CenterPoint Energy Entex
("Entex") and CenterPoint Energy Minnegasco ("Minnegasco"). These operations are
regulated as natural gas utility operations in the jurisdictions served by these
divisions.
- Arkla provides natural gas distribution services in over 245
communities in Arkansas, Louisiana, Oklahoma and Texas. The
largest metropolitan areas served by Arkla are Little Rock,
Arkansas and Shreveport, Louisiana.
- Entex provides natural gas distribution services in over 500
communities in Louisiana, Mississippi and Texas. The largest
metropolitan area served by Entex is Houston.
[MAP OF NATURAL GAS DISTRIBUTION SERVICE TERRITORY]
4
<PAGE>
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