CenterPoint Energy (CNP) prices tender offers

CenterPoint Energy, Inc. (NYSE: CNP) or “CenterPoint Energy” announced today the applicable reference yield (the “Reference Yield”) for the Notes (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 $600,000,000 aggregate purchase price (excluding Accrued Interest (as defined below)) (the “CenterPoint Energy Notes Maximum Amount”) of its 5.25% Senior Notes due 2026, 3.70% Senior Notes due 2049, 4.25% Senior Notes due 2028, 5.40% Senior Notes due 2029, 2.95% Senior Notes due 2030 and 2.65% Senior Notes due 2031 (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 $400,000,000 aggregate purchase price (excluding Accrued Interest) (the “CERC Notes Maximum Amount” and, together with the CenterPoint Energy Notes Maximum Amount, the “Maximum Amounts”) of the 4.10% Senior Notes due 2047 (the “CERC 2047 Notes”), 5.40% Senior Notes due 2033, 5.25% Senior Notes due 2028, 5.40% Senior Notes due 2034 and 4.40% Senior Notes due 2032 issued by its wholly-owned subsidiary, CenterPoint Energy Resources Corp. (“CERC”) (collectively, the “CERC Notes” and, together with the CenterPoint Energy Notes, the “Notes”), in the priorities set forth in the Offer to Purchase (the “CERC Notes Tender Offers”); provided, that the offer to purchase the CERC 2047 Notes is subject to an aggregate principal amount sublimit of $150,000,000 (the “CERC 2047 Notes Tender Cap”). Each group of Tender Offers that constitutes either the CenterPoint Energy Notes Tender Offers or the CERC Notes Tender Offers is referred to as the “Capped Tender Offers.” The sum of the CenterPoint Energy Notes Maximum Amount and the CERC Notes Maximum Amount is $1,000,000,000 (the “Aggregate Maximum Amount”), which represents the aggregate purchase price of the Notes 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 April 25, 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 Notes:

The CenterPoint Energy Notes Tender Offers

The CERC Notes Tender Offers

The applicable Total Consideration payable by CenterPoint Energy for Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 8, 2025 (the “Early Tender Date”) and accepted for purchase will include the early tender payment of $30 per $1,000 principal amount of Notes 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 Notes 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 Notes 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 May 9, 2025.

CenterPoint Energy expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on May 13, 2025 (the “Early Settlement Date”), subject to the Aggregate Maximum Amount, the Maximum Amounts, the CERC 2047 Notes Tender Cap, 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 5.40% Senior Notes due 2029 on a prorated basis with a proration factor of approximately 7.1% in accordance with the Offer to Purchase and none of the validly tendered 2.95% Senior Notes due 2030 and 2.65% Senior Notes due 2031. Because the aggregate purchase price (excluding Accrued Interest) of CERC Notes validly tendered and not validly withdrawn exceeds the CERC Notes Maximum Amount, CenterPoint Energy expects that it will accept validly tendered 5.40% Senior Notes due 2033 on a prorated basis with a proration factor of approximately 91.5% in accordance with the Offer to Purchase and none of the validly tendered 5.25% Senior Notes due 2028, 5.40% Senior Notes due 2034 and 4.40% Senior Notes due 2032. As a result, a Holder who validly tendered and did not validly withdraw such Notes pursuant to the Tender Offers may have all or a portion of its Notes returned to it.

The Tender Offers will expire at 5:00 p.m., New York City time, on May 23, 2025, unless extended or earlier terminated (the “Expiration Date”); however, because CenterPoint Energy expects to accept for purchase the Aggregate Maximum Amount of Notes, no additional Notes will be purchased pursuant to the Tender Offers after the Early Settlement Date. As described in the Offer to Purchase, Notes tendered after the Early Tender Date, together with any Notes 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 Notes 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 Barclays Capital Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. to act as Dealer Managers for the Tender Offers (the “Dealer Managers”). 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 Notes may be directed to the Depositary and Information Agent either by email at [email protected], 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 Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect), TD Securities (USA) LLC at (866) 584-2096 (toll free) or (212) 827-2842 (collect) or U.S. Bancorp Investments, Inc. at (800) 479-3441 (toll free) or (917) 558-2756 (collect). Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.

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