CenterPoint Energy, Inc. Announces Pricing of Tender Offers

HOUSTON--(BUSINESS WIRE)--CenterPoint Energy, Inc. (NYSE: CNP) or “CenterPoint Energy” announced today the applicable reference yield (the “Reference Yield”) for the Securities (as defined below) and the applicable total consideration (the “Total Consideration”) to be paid in connection with the previously announced 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 Offer to Purchase (as defined 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 Offer to Purchase (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 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. 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”). The following tables set forth certain terms of the Tender Offers, including the consideration payable for the Securities: The CenterPoint Energy Notes Tender Offers Title of Notes CUSIP Number Acceptance Priority Level(1) Principal Amount Outstanding UST Reference Security Reference Yield Fixed Spread (bps) Tender Offer Yield Total Consideration (2)(3) Accrued Interest (2)(4) Principal Amount Expected to be Accepted for Purchase 3.70% Senior Notes due 2049 15189T AY3 1 $165,344,000 4.75% UST due 5/15/2055 4.714% +100 5.714% $739.17 $3.60 $12,802,000 2.65% Senior Notes due 2031 15189T BB2 2 $500,000,000 3.625% UST due 8/31/2030 3.702% +65 4.352% $915.49 $9.20 $280,013,000 2.95% Senior Notes due 2030 15189T AX5 3 $400,000,000 3.625% UST due 8/31/2030 3.702% +50 4.202% $950.13 $2.87 $35,982,000(5) The CEHE Bonds Tender Offers Title of Bonds CUSIP Number Acceptance Priority Level(1) Principal Amount Outstanding UST Reference Security Reference Yield Fixed Spread (bps) Tender Offer Yield Total Consideration (2)(3) Accrued Interest (2)(4) Principal Amount Expected to be Accepted for Purchase 4.25% General Mortgage Bonds, Series AC, due 2049 15189X AT5 1 $700,000,000 4.75% UST due 5/15/2055 4.714% +65 5.364% $852.69 $7.67 $228,562,000 4.50% General Mortgage Bonds, Series X, due 2044 15189X AN8 2 $600,000,000 4.875% UST due 8/15/2045 4.680% +65 5.330% $903.16 $0.63 $5,655,000(6) (1) Subject to the Aggregate Maximum Amount, 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. (2) 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. (3) The Total Consideration calculated as described in the Offer to Purchase 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 and accepted for purchase. (4) In addition to the Total Consideration, holders of Securities accepted for purchase will receive accrued and unpaid interest on those Securities from the last interest payment date with respect to those Securities to, but not including, the Early Settlement Date (as defined below). (5) After application of proration using a proration factor of approximately 12.8%. (6) After application of proration using a proration factor of approximately 3.5%. The applicable Total Consideration payable by CenterPoint Energy for 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”) and accepted for purchase will include the early tender payment of $30 per $1,000 principal amount of Securities validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase (the “Early Tender Payment”). In addition to the applicable Total Consideration, registered holders (individually, a “Holder” and collectively, the “Holders”) of Securities accepted for purchase will receive accrued and unpaid interest up to, but not including, the Early Settlement Date (“Accrued Interest”). The Total Consideration for each $1,000 principal amount of the Securities was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread set forth in the tables above plus the yield to maturity or first par call date, as the case may be, of the applicable U.S. Treasury reference securities (the “UST Reference Security”) set forth in the tables above on the bid-side price of such UST Reference Security as of 10:00 a.m., New York City time, on October 2, 2025. CenterPoint Energy expects to accept for purchase and make payment for Securities validly tendered and not validly withdrawn at or prior to the Early Tender Date on October 6, 2025 (the “Early Settlement Date”), subject to the Aggregate Maximum Amount, the Maximum Amounts, proration and the acceptance priority levels applicable to the relevant series, in each case as described in the Offer to Purchase. Because the aggregate purchase price (excluding Accrued Interest) of CenterPoint Energy Notes validly tendered and not validly withdrawn exceeds the CenterPoint Energy Notes Maximum Amount, CenterPoint Energy expects that it will accept validly tendered 2.95% Senior Notes due 2030 on a prorated basis with a proration factor of approximately 12.8% in accordance with the Offer to Purchase. Because the aggregate purchase price (excluding Accrued Interest) of CEHE Bonds validly tendered and not validly withdrawn exceeds the CEHE Bonds Maximum Amount, CenterPoint Energy expects that it will accept validly tendered 4.50% General Mortgage Bonds, Series X, due 2044 on a prorated basis with a proration factor of approximately 3.5% in accordance with the Offer to Purchase. As a result, a Holder who validly tendered and did not validly withdraw such Securities pursuant to the Tender Offers may have all or a portion of its Securities returned to it. The Tender Offers will expire at 5:00 p.m., New York City time, on October 17, 2025, unless extended or earlier terminated (the “Expiration Date”); however, because CenterPoint Energy expects to accept for purchase the Aggregate Maximum Amount of Securities, no additional Securities will be purchased pursuant to the Tender Offers after the Early Settlement Date. As described in the Offer to Purchase, Securities tendered after the Early Tender Date, together with any Securities tendered at or prior to the Early Tender Date but not accepted for purchase by CenterPoint Energy, will be promptly returned to the tendering Holder’s account. 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 contact@gbsc-usa.com, 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. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase made available to Holders of the Securities. None of CenterPoint Energy, CEHE, the Dealer Manager, the Depositary and Information Agent or the trustee with respect to any series of the Securities, or any of their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Securities in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Securities in the Tender Offers, and, if so, the principal amount of Securities to tender. About CenterPoint Energy 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 approximately 7 million metered customers in Indiana, Minnesota, Ohio and Texas. As of June 30, 2025, the company owned approximately $44 billion in assets. With approximately 8,300 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, visit CenterPointEnergy.com. Forward-Looking StatementsRead the full story here

CenterPoint Energy, Inc. Announces Pricing of Tender Offers

Інші новини компанії