| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 20, 2023, CenterPoint Energy Houston Electric, LLC (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), relating to the underwritten public offering of $600,000,000 aggregate principal amount of the Company’s 4.95% General Mortgage Bonds, Series AK, due 2033 (the “Series AK Bonds”) and $300,000,000 aggregate principal amount of the Company’s 5.30% General Mortgage Bonds, Series AL, due 2053 (the “Series AL Bonds” and, together with the Series AK Bonds, the “Bonds”). The offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-238617-01).
The Bonds are being issued pursuant to a General Mortgage Indenture, dated as of October 10, 2002, as supplemented and amended (the “General Mortgage Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association (successor in trust to JPMorgan Chase Bank), as trustee (the “Trustee”), as supplemented by the Thirty-Third Supplemental Indenture thereto, dated as of March 23, 2023, between the Company and the Trustee (the “Thirty-Third Supplemental Indenture”). The form, terms and provisions of each series of the Bonds are further described in the officer’s certificate of the Company to be dated March 23, 2023 (the “Officer’s Certificate”) and the prospectus supplement of the Company dated March 20, 2023, together with the related prospectus dated May 22, 2020, as filed with the Securities and Exchange Commission under Rule 424(b) of the Securities Act of 1933, as amended, on March 21, 2023, 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 the Company and its affiliates for which they have received, and will in the future receive, customary compensation.
A copy of the Underwriting Agreement, the General Mortgage Indenture, the Thirty-Third Supplemental Indenture and the form of Officer’s Certificate (including the form of each series of Bonds) have been filed as Exhibits 1.1, 4.1, 4.4 and 4.5, respectively, to this Current Report on Form 8-K 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 the Company, any other persons, any state of affairs or other matters.
(d) Exhibits.
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EXHIBIT NUMBER | | EXHIBIT DESCRIPTION |
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| 1.1 | | Underwriting Agreement, dated March 20, 2023, among the Company and BNP Paribas Securities Corp., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as representatives of the several Underwriters named in Schedule I thereto. |
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| 4.1 | | General Mortgage Indenture, dated as of October 10, 2002, between the Company and the Trustee (incorporated by reference to Exhibit 4(j)(1) to the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2002). |
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| 4.2 | | Ninth Supplemental Indenture, dated as of November 12, 2002, to the General Mortgage Indenture, dated as of October 10, 2002, between the Company and the Trustee (incorporated by reference to Exhibit 4(e)(10) to the Annual Report on Form 10-K of CenterPoint Energy, Inc. filed on March 11, 2003). |
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| 4.3 | | Twentieth Supplemental Indenture, dated as of December 9, 2008, to the General Mortgage Indenture, dated as of October 10, 2002, between the Company and the Trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed on January 9, 2009). |
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| 4.4 | | Thirty-Third Supplemental Indenture, dated as of March 23, 2023, to the General Mortgage Indenture, dated as of October 10, 2002, between the Company and the Trustee. |
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| 4.5 | | Form of Officer’s Certificate, to be dated as of March 23, 2023, setting forth the form, terms and provisions of the Series AK Bonds and the Series AL Bonds. |
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| 4.6 | | Form of Series AK Bonds (included in Exhibit 4.5 hereto). |
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| 4.7 | | Form of Series AL Bonds (included in Exhibit 4.5 hereto). |
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| 5.1 | | Opinion of Baker Botts L.L.P. |
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| 23.1 | | Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto). |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
