UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2022
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
Texas | 1-31447 | 74-0694415 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1111 Louisiana Houston, Texas | 77002 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 207-1111
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Exact name of registrant as specified in its charter)
Texas | 1-3187 | 22-3865106 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1111 Louisiana Houston, Texas | 77002 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 207-1111
CENTERPOINT ENERGY RESOURCES CORP.
(Exact name of registrant as specified in its charter)
Delaware | 1-13265 | 76-0511406 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1111 Louisiana Houston, Texas | 77002 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 207-1111
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (General Instruction A.2. below):
see
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.01 par value | CNP | The New York Stock Exchange Chicago Stock Exchange, Inc. | ||
6.95% General Mortgage Bonds due 2033 | n/a | The New York Stock Exchange | ||
6.625% Senior Notes due 2037 | n/a | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
The information included in Item 2.03 related to the entry into credit facilities is incorporated by reference into this Item 1.01.
Item 1.02 | Termination of a Material Definitive Agreement. |
The information included in Item 2.03 related to the replacement of three credit facilities is incorporated by reference into this Item 1.02.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On December 6, 2022, (i) CenterPoint Energy, Inc. (the “Company”) and its wholly owned subsidiaries, CenterPoint Energy Houston Electric, LLC (“Houston Electric”) and CenterPoint Energy Resources Corp. (“CERC”), replaced their existing revolving credit facilities with three revolving credit facilities totaling $3.75 billion in aggregate commitments, and (ii) Southern Indiana Gas and Electric Company, a wholly owned subsidiary of the Company (“SIGECO”), entered into a new revolving credit facility collectively totaling an additional $250 million in aggregate commitments. The aggregate amount of commitments among the four credit facilities total $4.0 billion. There were no termination penalties incurred by any of the Company, Houston Electric, or CERC in connection with the termination of the previous facilities.
CenterPoint Energy, Inc. Credit Facility
dollar-for-dollar
one-year
periods, subject to, among other terms and conditions, the consent of the banks thereunder holding greater than 50% of the commitments then outstanding and (ii) request increases in the aggregate commitments thereunder to an aggregate amount not to exceed $3.0 billion, subject to certain terms and conditions. The facility contains certain covenants, including a covenant that requires the Company not to exceed a ratio of debt (excluding, among other things, transition and system restoration bonds) to consolidated capitalization (excluding, among other things,non-cash
reductions to net income) of 65%. The credit facility provides a temporary increase of the permitted ratio under this covenant to 70% if the Company or its subsidiaries experiences certain damages from a natural disaster in its service territory and the Company certifies to the administrative agent that the system restoration costs incurred by the Company and its subsidiaries in connection with that natural disaster are reasonably likely to exceed $100 million in a consecutive twelve-month period, all or part of which the Company or one of its subsidiaries intend to seek to recover through securitization financing. Such temporary increase in the financial ratio covenant would be in effect from the date the Company delivers its certification until the earliest to occur of (i) the completion of the securitization financing, (ii) the first anniversary of such certification or (iii) the revocation by the Company of such certification.CenterPoint Energy Houston Electric, LLC Credit Facility
dollar-for-dollar
margin (which is currently 125 basis points) based on Houston Electric’s current credit ratings or (ii) the Alternate Base Rate (as defined in the credit facility) plus a specified margin (which is currently 25 basis points) based on Houston Electric’s current credit ratings (the “Houston Electric ABR Rate”). Swingline loans bear interest, at Houston Electric’s option, at a rate equal to either (i) SOFR Market Index Rate (as defined in the credit facility) plus a specified margin (which is currently 125 basis points) based on Houston Electric’s current credit ratings or (ii) the Houston Electric ABR Rate. Houston Electric may (i) extend, on up to two occasions, the scheduled maturity thereof for successive
one-year
periods, subject to, among other terms and conditions, the consent of the banks thereunder holding greater than 50% of the commitments then outstanding and (ii) request increases in the aggregate commitments thereunder to an aggregate amount not to exceed $450 million, subject to certain terms and conditions. The facility contains certain covenants, including a covenant that requires Houston Electric not to exceed a ratio of consolidated debt (excluding, among other things, transition and system restoration bonds) to consolidated capitalization (excluding, among other things,non-cash
reductions to net income) of 67.5%. The credit facility provides a temporary increase of the permitted ratio under this covenant to 70% if Houston Electric or its subsidiaries experiences certain damages from a natural disaster in its service territory and Houston Electric certifies to the administrative agent that the system restoration costs incurred by Houston Electric and its subsidiaries in connection with that natural disaster are reasonably likely to exceed $100 million in a consecutive twelve-month period, all or part of which Houston Electric or one of its subsidiaries intend to seek to recover through securitization financing. Such temporary increase in the financial ratio covenant would be in effect from the date Houston Electric delivers its certification until the earliest to occur of (i) the completion of the securitization financing, (ii) the first anniversary of such certification or (iii) the revocation by Houston Electric of such certification.CenterPoint Energy Resources Corp. Credit Facility
dollar-for-dollar
one-year
periods, subject to, among other terms and conditions, the consent of the banks thereunder holding greater than 50% of the commitments then outstanding and (ii) request increases in the aggregate commitments thereunder to an aggregate amount not to exceed $1.55 billion, subject to certain terms and conditions. The facility contains certain covenants, including a covenant that that requires CERC not to exceed a ratio of consolidated debt to consolidated capitalization (excluding, among other things,non-cash
reductions to net income) of 65%.Southern Indiana Gas and Electric Company Credit Facility
dollar-for-dollar
one-year
periods, subject to, among other terms and conditions, the consent of the banks thereunder holding greater than 50% of the commitments then outstanding and (ii) request increases in the aggregate commitments thereunder to an amount not to exceed $350 million, subject to certain terms and conditions.The facility contains certain covenants, including a covenant that that requires SIGECO not to exceed a ratio of consolidated debt to consolidated capitalization (excluding, among other things,
non-cash
reductions to net income) of 65%.General
The global coordinators for the four facilities are JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., and Wells Fargo Securities, LLC, who, together with BofA Securities, Inc., Citibank, N.A., MUFG Bank, Ltd., RBC Capital Markets and Barclays Bank PLC, also served as joint lead arrangers and joint bookrunners for the facilities. JPMorgan Chase Bank, N.A. continues to serve as the administrative agent for the Company’s facility; Mizuho Bank, Ltd. continues to serve as the administrative agent for Houston Electric’s facility; Wells Fargo Bank, National Association continues to serve as the administrative agent for CERC’s facility; and Wells Fargo Bank, National Association serves as the administrative agent for SIGECO’s facility. Affiliates of the lenders in the previous facilities, the replacement facilities and the new facility have performed depository and other banking, investment banking, trust, investment management and advisory services for the Company and its affiliates, including Houston Electric, CERC and SIGECO from time to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and perform services for the Company and its affiliates in the ordinary course of their business.
The credit agreements described above are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this report and are incorporated by reference herein. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the credit agreements.
Item 8.01. | Other Events. |
In connection with the increase in the aggregate commitments under CERC’s credit facility, the size of CERC’s commercial paper program will increase to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $1.05 billion at any time outstanding (an increase of $150 million). The size of the Company’s commercial paper program will remain unchanged.
Any commercial paper notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from such registration requirements. The information contained in this Current Report on Form
8-K
shall not constitute an offer to sell or the solicitation of an offer to buy notes under any of the Company’s or CERC’s commercial paper programs.Item 9.01. | Financial Statements and Exhibits. |
The exhibits listed below are filed herewith. The agreements included as exhibits are included only to provide information to investors regarding their terms. The 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 such agreements should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.
(d) Exhibits.
* | Schedules and similar attachments have been omitted pursuant to the instructions to Form 8-K. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTERPOINT ENERGY, INC. | ||||||
Date: December 7, 2022 | By: | /s/ Kara Gostenhofer Ryan | ||||
Kara Gostenhofer Ryan | ||||||
Vice President and Chief Accounting Officer |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC | ||||||
Date: December 7, 2022 | By: | /s/ Kara Gostenhofer Ryan | ||||
Kara Gostenhofer Ryan | ||||||
Vice President and Chief Accounting Officer |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTERPOINT ENERGY RESOURCES CORP. | ||||||
Date: December 7, 2022 | By: | /s/ Kara Gostenhofer Ryan | ||||
Kara Gostenhofer Ryan | ||||||
Vice President and Chief Accounting Officer |