| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 13, 2023, CenterPoint Energy Houston Electric, LLC (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with MUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as representatives of 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 the Company’s 5.20% General Mortgage Bonds, Series AM, due 2028 (the “Bonds”). The offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration Statement No. 333-272025-02).
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-Fourth Supplemental Indenture thereto, dated as of September 18, 2023, between the Company and the Trustee (the “Thirty-Fourth Supplemental Indenture”). The form, terms and provisions of the Bonds are further described in the officer’s certificate of the Company to be dated September 18, 2023 (the “Officer’s Certificate”) and the prospectus supplement of the Company dated September 13, 2023, together with the related prospectus dated May 17, 2023, as filed with the Securities and Exchange Commission under Rule 424(b) of the Securities Act of 1933, as amended, on September 14, 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-Fourth Supplemental Indenture and the form of Officer’s Certificate (including the form of the 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.
