CenterPoint Energy Resources Corp. Announces Cash Tender Offers for Certain Outstanding Notes

CERC begins a capped $350 million cash tender program to retire selected long‑dated and 2028 notes, with an early tender premium.

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09/08/2026 - 05:03 PM

HOUSTON--(BUSINESS WIRE)-- CenterPoint Energy Resources Corp. (“CERC”), an indirect, wholly owned subsidiary of CenterPoint Energy, Inc. (NYSE: CNP), announced today that it has commenced cash tender offers (each, a “Tender Offer” and collectively, the “Tender Offers”) for up to $350,000,000⁽¹⁾ aggregate purchase price (excluding Accrued Interest) (the “Aggregate Maximum Amount”) of the 4.10% Senior Notes due 2047 (the “2047 Notes”), 4.40% Senior Notes due 2032 (the “2032 Notes”), 5.40% Senior Notes due 2034 (the “2034 Notes”) and 4.00% Senior Notes due 2028 (collectively, the “Notes”), in the priorities set forth in the table below; provided, that the offer to purchase the 2047 Notes and the 2032 Notes will be subject collectively to an aggregate principal amount series tender cap in the amount of $300,000,000 (the “2047/2032 Notes Tender Cap”) and the offer to purchase the 2034 Notes will be subject to an aggregate principal amount series tender cap in the amount of $100,000,000 (the “2034 Notes Tender Cap”).

The Tender Offers are summarized in the table below:

Acceptance Priority Level⁽²⁾	Title of Notes	CUSIP Number	Principal Amount Outstanding	Series Tender Cap⁽³⁾	UST Reference Security	Bloomberg Reference Page⁽⁴⁾	Fixed Spread (bps)⁽⁵⁾
1	4.10% Senior Notes due 2047	15189W AJ9	$190,407,000	$300,000,000	5.125% UST due 8/15/2046	FIT1	+70
2	4.40% Senior Notes due 2032	15189W AP5	$500,000,000	$300,000,000	4.375% UST due 8/31/2031	FIT1	+50
3	5.40% Senior Notes due 2034	15189W AS9	$400,000,000	$100,000,000	4.625% UST due 8/15/2036	FIT1	+50
4	4.00% Senior Notes due 2028	15189W AL4	$300,000,000	N/A	3.875% UST due 3/31/2028	FIT4	+20

(1)	The Aggregate Maximum Amount of $350,000,000 represents the maximum aggregate purchase price (excluding Accrued Interest) of Notes that will be purchased in the Tender Offers. CERC reserves the right, but is under no obligation, to adjust the Aggregate Maximum Amount at any time, subject to applicable law.
(2)	Subject to the Aggregate Maximum Amount, the 2047/2032 Notes Tender Cap (as defined herein), the 2034 Notes Tender Cap and proration, the principal amount of each series of Notes that is purchased in each of the Tender Offers will be determined in accordance with the applicable acceptance priority level (in numerical priority order) specified in this column.
(3)	The 2047 Notes and the 2032 Notes in Acceptance Priority Levels 1 and 2, respectively, will be subject to an aggregate principal amount series tender cap in the amount of $300,000,000, which is referred to as the “2047/2032 Notes Tender Cap.” The 2034 Notes in Acceptance Priority Level 3 will be subject to an aggregate principal amount series tender cap in the amount of $100,000,000, which is referred to as the “2034 Notes Tender Cap.” CERC reserves the right, but is under no obligation, to increase, decrease or eliminate the 2047/2032 Notes Tender Cap or the 2034 Notes Tender Cap at any time, including on or after the date that the Notes are priced, subject to applicable law.
(4)	The applicable page on Bloomberg from which the Dealer Managers (as defined below) will quote the bid side prices of the applicable U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security.
(5)	The Total Consideration (as defined below) calculated as described in the Offer to Purchase (as defined below) includes the Early Tender Payment (as defined below) of $30 per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date (as defined below) and accepted for purchase.

The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 8, 2026 (as may be amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the Tender Offers. The Tender Offers are open to all registered holders (individually, a “Holder” and collectively, the “Holders”) of the Notes. The purpose of the Tender Offers is to reduce CERC’s outstanding indebtedness.

CERC reserves the right, subject to applicable law, to adjust the Aggregate Maximum Amount, the 2047/2032 Notes Tender Cap or the 2034 Notes Tender Cap as it deems appropriate. If the purchase price (excluding Accrued Interest) of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date or Expiration Date (as defined below) is such that the Aggregate Maximum Amount is exceeded, then the Aggregate Maximum Amount may, at CERC’s sole discretion, be increased to allow for the purchase of additional amounts of such Notes, subject to applicable law. If the Aggregate Maximum Amount is increased at the Early Settlement Date (as defined below) and all Notes validly tendered are accepted for purchase, CERC reserves the right to further adjust the Aggregate Maximum Amount in connection with purchases made at the Expiration Date as it deems appropriate, subject to applicable law.

The Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on September 21, 2026 (the “Early Tender Date”) will be eligible to receive the applicable Total Consideration, which includes the early tender payment set forth in Note 5 to the table in this press release (the “Early Tender Payment”). The Notes validly tendered after the Early Tender Date but at or prior to 5:00 p.m., New York City time, on October 6, 2026 (the “Expiration Date”) will be eligible to receive the applicable tender offer consideration (the “Maximum Tender Offer Consideration”), namely the applicable Total Consideration minus the Early Tender Payment.

The applicable total consideration (the “Total Consideration”) payable by CERC for the Notes will be a price per $1,000 principal amount based on the yield to maturity or par call date, as the case may be, of the applicable U.S. Treasury reference securities specified in the table in this press release (the “UST Reference Security”), as determined at 10:00 a.m., New York City time, on September 22, 2026 (unless otherwise extended by CERC as described in the Offer to Purchase), plus a fixed spread, calculated in accordance with the Offer to Purchase. For the avoidance of doubt, if the applicable Total Consideration determined is less than $1,000 per $1,000 principal amount of such series of Notes, then the Total Consideration will be calculated to the stated maturity date and not to the par call date for such series of Notes.

The settlement date for the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase is expected to be September 24, 2026, the third business day following the Early Tender Date (the “Early Settlement Date”). The settlement date for the Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase is expected to be October 8, 2026, the second business day following the Expiration Date (the “Final Settlement Date,” and along with the Early Settlement Date, each a “Settlement Date”), assuming that less than the Aggregate Maximum Amount is purchased on the Early Settlement Date.

In addition to the Total Consideration or Maximum Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive accrued and unpaid interest (“Accrued Interest”) on those Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date.

Holders who tender their Notes at or prior to 5:00 p.m., New York City time, on September 21, 2026 (such date and time, as it may be extended, the “Withdrawal Deadline”) may withdraw such tendered Notes at any time at or prior to the Withdrawal Deadline. Following the Withdrawal Deadline, Holders who have tendered their Notes (whether before, on or after the Withdrawal Deadline) may not withdraw such Notes unless CERC is required to extend withdrawal rights under applicable law.

CERC 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 and is not conditioned on any other Tender Offer. Each Tender Offer may be individually amended, extended or terminated by CERC.

CERC has retained 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 contact@gbsc-usa.com, 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 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.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase made available to Holders of the Notes. None of CERC, the Dealer Managers, the Depositary and Information Agent or the trustee with respect to any series of the Notes, or any of their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offers and, if so, the principal amount of Notes to tender.

About CenterPoint Energy

As the only investor-owned electric and gas utility based in Texas, CenterPoint Energy, Inc. (NYSE: CNP) is an energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations that serve more than 7 million metered customers in Indiana, Minnesota, Ohio and Texas. As of June 30, 2026, the company owned approximately $48.3 billion in assets. With approximately 8,800 employees, CenterPoint Energy and its predecessor companies have been in business for more than 150 years. For more information, visit CenterPointEnergy.com.

Forward-Looking Statements

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this news release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will,” “would” or other similar words are intended to identify forward-looking statements. These forward-looking statements, which include statements regarding the expected size and terms of the Tender Offers, are based upon assumptions of management which are believed to be reasonable at the time made and are subject to significant risks and uncertainties. Actual events and results may differ materially from those expressed or implied by these forward-looking statements. Any statements in this news release regarding future events that are not historical facts are forward-looking statements. Each forward-looking statement contained in this news release speaks only as of the date of this release, and other than as required under applicable securities laws, CERC does not assume any duty to update or revise forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by the provided forward-looking information include risks and uncertainties relating to: (1) actions by credit rating agencies, including any potential downgrades to credit ratings; (2) financial market conditions; (3) general economic conditions; (4) the timing and impact of future regulatory, executive and legislative decisions and actions; and (5) other factors, risks and uncertainties discussed in CERC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and CERC’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 and other reports CERC or its subsidiaries may file from time to time with the U.S. Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on CERC’s forward-looking statements.

Investors and others should note that CenterPoint Energy may announce material information using SEC filings and the Investor Relations page of its website, including press releases, public conference calls and webcasts. In the future, CenterPoint Energy will continue to use these channels to distribute material information about the company and to communicate important information about the company, key personnel, corporate initiatives, regulatory updates, and other matters. Information that CenterPoint Energy posts on its website could be deemed material; therefore, CenterPoint Energy encourages investors to review the information CenterPoint Energy posts on the Investor Relations page of its website.