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CenterPoint Energy Inc.

09/18/2025 | Press release | Distributed by Public on 09/18/2025 14:38

CenterPoint Energy, Inc. Announces Cash Tender Offers for Certain Outstanding Securities (Form 8-K)

CenterPoint Energy, Inc. Announces Cash Tender Offers

for Certain Outstanding Securities

HOUSTON, TX, September 18, 2025 - CenterPoint Energy, Inc. (NYSE: CNP) or "CenterPoint Energy" announced today that it has commenced cash tender offers (each, a "Tender Offer" and collectively, the "Tender Offers") for (i) up to $300,000,000 aggregate purchase price (excluding Accrued Interest (as defined below)) (the "CenterPoint Energy Notes Maximum Amount") of its 3.70% Senior Notes due 2049, 2.65% Senior Notes due 2031 and 2.95% Senior Notes due 2030 (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 $200,000,000 aggregate purchase price (excluding Accrued Interest) (the "CEHE Bonds Maximum Amount" and, together with the CenterPoint Energy Notes Maximum Amount, the "Maximum Amounts") of the 4.25% General Mortgage Bonds, Series AC, due 2049 and 4.50% General Mortgage Bonds, Series X, due 2044 issued by its wholly-owned subsidiary, CenterPoint Energy Houston Electric, LLC ("CEHE") (collectively, the "CEHE Bonds" and, together with the CenterPoint Energy Notes, the "Securities"), in the priorities set forth in the second table below (the "CEHE Bonds Tender Offers"). Each group of Tender Offers that constitutes either the CenterPoint Energy Notes Tender Offers or the CEHE Bonds Tender Offers is referred to as a "Capped Tender Offer."

The Tender Offers are summarized in the tables below:

The CenterPoint Energy Notes Tender Offers

Title of Notes

CUSIP
Number
Issuer Principal
Amount
Outstanding
CenterPoint
Energy
Notes
Maximum
Amount(1)
Acceptance
Priority
Level(2)
UST Reference
Security
Bloomberg
Reference
Page(3)
Fixed
Spread
(bps)(4)

3.70% Senior Notes due 2049

15189T AY3 CenterPoint
Energy
$165,344,000 $300,000,000 1 4.75% UST
due
5/15/2055
FIT1 +100

2.65% Senior Notes due 2031

15189T BB2 CenterPoint
Energy
$500,000,000 2 3.625% UST
due
8/31/2030
FIT1 +65

2.95% Senior Notes due 2030

15189T AX5 CenterPoint
Energy
$400,000,000 3 3.625% UST
due
8/31/2030
FIT1 +50
The CEHE Bonds Tender Offers

Title of Bonds

CUSIP
Number
Issuer Principal
Amount
Outstanding
CEHE
Bonds
Maximum
Amount(1)
Acceptance
Priority
Level(2)
UST Reference
Security
Bloomberg
Reference
Page(3)
Fixed
Spread
(bps)(4)

4.25% General Mortgage Bonds, Series AC, due 2049

15189X AT5 CEHE $700,000,000 $200,000,000 1 4.75% UST
due
5/15/2055
FIT1 +65

4.50% General Mortgage Bonds, Series X, due 2044

15189X AN8 CEHE $600,000,000 2 4.875% UST
due
8/15/2045
FIT1 +65
(1)

The CenterPoint Notes Maximum Amount of $300,000,000 represents the maximum aggregate purchase price (excluding Accrued Interest) of CenterPoint Energy Notes that will be purchased in the CenterPoint Energy Notes Tender Offers. The CEHE Bonds Maximum Amount of $200,000,000 represents the maximum aggregate purchase price (excluding Accrued Interest) of CEHE Bonds that will be purchased in the CEHE Bonds Tender Offers. CenterPoint Energy reserves the right, but is under no obligation, to adjust the CenterPoint Energy Notes Maximum Amount or the CEHE Bonds Maximum Amount at any time, subject to applicable law.

(2)

Subject to the Aggregate Maximum Amount (as defined below), the Maximum Amounts and proration, the principal amount of each series of Securities 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.

(3)

The applicable page on Bloomberg from which the Dealer Manager (as defined below) will quote the bid side prices of the applicable U.S. Treasury Security. In the above tables, "UST" denotes a U.S. Treasury Security.

(4)

The Total Consideration (as defined below) calculated as described in the Offer to Purchase (as defined below) includes the Early Tender Payment (as defined below) of $30 per $1,000 principal amount of Securities validly tendered and not validly withdrawn at or prior to the Early Tender Date (as defined below) and accepted for purchase.

The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 18, 2025 (as may be amended or supplemented from time to time, the "Offer to Purchase"), which sets forth a detailed description of the Tender Offers. The Tender Offers are open to all registered holders (individually, a "Holder" and collectively, the "Holders") of the Securities. The purpose of the Tender Offers is to reduce CenterPoint Energy's and CEHE's outstanding indebtedness.

The sum of the CenterPoint Energy Notes Maximum Amount and the CEHE Bonds Maximum Amount is $500,000,000 (the "Aggregate Maximum Amount"), which represents the aggregate purchase price of the Securities subject to the Tender Offers and excludes any Accrued Interest. CenterPoint Energy reserves the right, subject to applicable law, to adjust the Aggregate Maximum Amount or the Maximum Amounts for one or both of the Capped Tender Offers as it deems appropriate. If the purchase price (excluding Accrued Interest) of Securities validly tendered and not validly withdrawn at or prior to the Early Tender Date or Expiration Date (as defined below) is such that the Maximum Amount with respect to a Capped Tender Offer is exceeded, then such Maximum Amount that was exceeded may, at CenterPoint Energy's sole discretion, be increased above such Maximum Amount to allow for the purchases of additional amounts of such Securities, subject to applicable law. If the Maximum Amount with respect to a Capped Tender Offer is increased at the Early Settlement Date (as defined below) and all Securities validly tendered with respect to such Capped Tender Offer are accepted for purchase, CenterPoint Energy reserves the right to further adjust the Maximum Amount for such Capped Tender Offer in connection with purchases made at the Expiration Date as it deems appropriate, subject to applicable law. An increase in one or both of the Maximum Amounts will automatically result in a corresponding increase in the Aggregate Maximum Amount.

The Securities validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on October 1, 2025 (the "Early Tender Date") will be eligible to receive the applicable Total Consideration, which includes the early tender payment set forth in Note 4 to the tables in this press release (the "Early Tender Payment"). The Securities validly tendered after the Early Tender Date but at or prior to 5:00 p.m., New York City time, on October 17, 2025 (the "Expiration Date") will be eligible to receive the applicable tender offer consideration (the "Maximum Tender Offer Consideration"), namely the applicable Total Consideration minus the Early Tender Payment.

The applicable total consideration (the "Total Consideration") payable by CenterPoint Energy for the Securities will be a price per $1,000 principal amount based on the yield to maturity or par call date, as the case may be, of the applicable U.S. Treasury reference securities specified in the tables in this press release (the "UST Reference Security"), as determined at 10:00 a.m., New York City time, on October 2, 2025 (unless otherwise extended by us as described in the Offer to Purchase), plus a fixed spread, calculated in accordance with the Offer to Purchase. For the avoidance of doubt, if the applicable Total Consideration determined is less than $1,000 per $1,000 principal amount of such series of Securities, then the Total Consideration will be calculated to the stated maturity date and not to the par call date for such series of Securities.

The settlement date for the Securities validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase is expected to be October 6, 2025, the third business day after the Early Tender Date (the "Early Settlement Date"). The settlement date for the Securities validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase is expected to be October 21, 2025, the second business day after the Expiration Date (the "Final Settlement Date," and along with the Early Settlement Date, each a "Settlement Date"), if either or both of the Maximum Amounts of applicable Securities is not purchased on such Early Settlement Date.

In addition to the Total Consideration or Maximum Tender Offer Consideration, as applicable, Holders of Securities accepted for purchase will receive accrued and unpaid interest ("Accrued Interest") on those Securities from the last interest payment date with respect to those Securities to, but not including, the applicable Settlement Date.

Holders who tender their Securities at or prior to 5:00 p.m., New York City time, on October 1, 2025 (such date and time, as it may be extended, the "Withdrawal Deadline") may withdraw such tendered Securities at any time at or prior to the Withdrawal Deadline. Following the Withdrawal Deadline, Holders who have tendered their Securities (whether before, on or after the Withdrawal Deadline) may not withdraw such Securities unless CenterPoint Energy is required to extend withdrawal rights under applicable law.

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 Securities 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 TD Securities (USA) LLC to act as Dealer Manager for the Tender Offers (the "Dealer Manager"). 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 Securities may be directed to the Depositary and Information Agent either by email at [email protected], 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 TD Securities (USA) LLC at (866) 584-2096 (toll free) or (212) 827-2842 (collect). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.

CenterPoint Energy Inc. published this content on September 18, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 18, 2025 at 20:38 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]