| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 23, 2020, CenterPoint Energy Resources Corp. (“CERC”) entered into an Underwriting Agreement (the “Underwriting Agreement”), among CERC and the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), relating to the underwritten public offering of $500,000,000 aggregate principal amount of CERC’s 1.75% Senior Notes due 2030 (the “Notes”). The offering is being made pursuant to CERC’s registration statement on Form S-3 (Registration No. 333-238617-02).
The Notes are being issued pursuant to the Indenture, dated as of February 1, 1998, between CERC (formerly NorAm Energy Corp.) and The Bank of New York Mellon Trust Company, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 18, to be dated as of October 1, 2020 between CERC and the Trustee (“Supplemental Indenture No. 18”). The form, terms and provisions of the Notes are further described in Supplemental Indenture No. 18 and the prospectus supplement of CERC dated September 23, 2020, together with the related prospectus dated May 22, 2020, as filed with the Securities and Exchange Commission under Rule 424(b)(2) of the Securities Act of 1933, as amended, on September 24, 2020, which description is incorporated herein by reference.
The Underwriters and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their respective businesses, certain of the Underwriters and/or their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, trust or investment management transactions with CERC and its affiliates for which they have received, and will in the future receive, customary compensation.
A copy of the Underwriting Agreement, the Indenture and the form of Supplemental Indenture No. 18 (including the form of Notes) have been filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this report and are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
The exhibits listed below are filed herewith.
Agreements and forms of agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements and forms of agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement or form of agreement should be relied upon as constituting or providing any factual disclosures about CERC, any other persons, any state of affairs or other matters.
(d) Exhibits.
| | |
EXHIBIT NUMBER | | EXHIBIT DESCRIPTION |
| |
| 1.1 | | Underwriting Agreement dated as of September 23, 2020, among CenterPoint Energy Resources Corp. and the several Underwriters named in Schedule I thereto. |
| |
| 4.1 | | Indenture dated as of February 1, 1998, between CenterPoint Energy Resources Corp. (formerly NorAm Energy Corp.) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas)), as trustee (the “Indenture”) (incorporated by reference to Exhibit 4.1 to CERC’s Current Report on Form 8-K dated February 5, 1998). |
| |
| 4.2 | | Form of Supplemental Indenture No. 18, to be dated as of October 1, 2020 to the Indenture between CenterPoint Energy Resources Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee. |
| |
| 4.3 | | Form of Notes (included in Exhibit 4.2 hereto). |
| |
| 5.1 | | Opinion of Baker Botts L.L.P. |
| |
| 23.1 | | Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto). |
| |
| 104 | | Cover Page Integrative Data File (embedded within the Inline XBRL document). |
