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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):
September 9, 2026
| |
Registrant, State or Other Jurisdiction
of Incorporation or Organization |
|
| Commission file number |
Address of Principal Executive Offices, Zip Code
and Telephone Number |
I.R.S. Employer
Identification No. |
| 1-31447 |
CenterPoint Energy, Inc. |
74-0694415 |
| |
(a Texas corporation) |
|
| |
1111 Louisiana Street |
|
| |
Houston |
Texas |
77002 |
|
| |
(713) |
207-1111 |
|
|
| 1-3187 |
CenterPoint Energy Houston Electric, LLC |
22-3865106 |
| |
(a Texas limited liability company) |
|
| |
1111 Louisiana Street |
|
| |
Houston |
Texas |
77002 |
|
| |
(713) |
207-1111 |
|
|
| 1-3265 |
CenterPoint Energy Resources Corp. |
76-0511406 |
| |
(a Delaware corporation) |
|
| |
1111 Louisiana Street |
|
| |
Houston |
Texas |
77002 |
|
| |
(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 (see General Instruction A.2. below):
| ¨ | 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: |
| |
| Registrants |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| |
|
|
|
| CenterPoint Energy, Inc. |
Common Stock, $0.01 par value |
CNP |
The New York Stock Exchange |
| NYSE Texas |
| |
|
|
|
| CenterPoint Energy Houston Electric, LLC |
6.95% General Mortgage Bonds due 2033 |
n/a |
The New York Stock Exchange |
| |
|
|
|
| CenterPoint Energy Resources Corp. |
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. ¨
| Co-Registrant CIK |
0000048732 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2026-09-09 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
| Co-Registrant Emerging growth company |
false |
| |
|
| Co-Registrant CIK |
0001042773 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2026-09-09 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
| Co-Registrant Emerging growth company |
false |
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 four credit facilities is incorporated by reference into this Item 1.02.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under Off-Balance Sheet Arrangement of a Registrant.
On September 9, 2026,
CenterPoint Energy, Inc. (the “Company”) and its wholly owned subsidiaries, CenterPoint Energy Houston Electric, LLC
(“Houston Electric”), CenterPoint Energy Resources Corp. (“CERC”) and Southern Indiana Gas and Electric Company
(“SIGECO”), replaced their existing revolving credit facilities with four revolving credit facilities totaling $4.6 billion
in aggregate commitments. There were no termination penalties incurred by any of the Company, Houston Electric, CERC or SIGECO in connection
with the termination of the previous facilities.
CenterPoint Energy, Inc.
Credit Facility. The Company replaced its existing $2.4 billion unsecured revolving credit facility that was previously entered into
on December 6, 2022 with a new $2.2 billion five-year senior unsecured revolving credit facility. The facility includes commitments
of $100 million for swingline loans and a subfacility of up to $100 million for standby letters of credit (of which $60 million has been
committed as of the execution of the credit facility). Any usage of swingline loans or standby letters of credit will reduce availability
under the credit facility on a dollar-for-dollar basis until repaid by the Company. Borrowings under the facility (other than swingline
loans) bear interest, at the Company’s option, at a rate equal to either (i) Term SOFR (as defined in the credit facility)
plus a specified margin (which is currently 150 basis points) based on the Company’s current credit ratings or (ii) the Alternate
Base Rate (as defined in the credit facility) plus a specified margin (which is currently 50 basis points) based on the Company’s
current credit ratings (the “Company ABR”). Swingline loans bear interest at the Company ABR. The Company 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 $2.5 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 67.5%. 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. Houston Electric replaced its existing $300 million unsecured revolving credit facility that
was previously entered into on December 6, 2022 with a new $1.0 billion five-year senior unsecured revolving credit facility. The
facility includes commitments of $80 million for swingline loans and a subfacility of up to $100 million for standby letters of credit
(of which $75 million has been committed as of the execution of the credit facility). Any usage of swingline loans or standby letters
of credit will reduce availability under the credit facility on a dollar-for-dollar basis until repaid by Houston Electric. Borrowings
under the facility (other than swingline loans) bear interest, at Houston Electric’s option, at a rate equal to either (i) Term
SOFR (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 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 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 $1.5 billion, 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. CERC replaced its existing $1.05 billion senior unsecured revolving credit facility that was previously
entered into on December 6, 2022 with a new $1.1 billion five-year senior unsecured revolving credit facility. The facility includes
commitments of $75 million for swingline loans and a subfacility of up to $100 million for standby letters of credit (of which $75 million
has been committed as of the execution of the credit facility). Any usage of swingline loans or standby letters of credit will reduce
availability under the credit facility on a dollar-for-dollar basis until repaid by CERC. Borrowings under the facility (other than swingline
loans) bear interest, at CERC’s option, at a rate equal to either (i) Term SOFR (as defined in the credit facility) plus a
specified margin (which is currently 112.5 basis points) based on CERC’s current credit ratings or (ii) the Alternate Base
Rate (as defined in the credit facility), plus a specified margin (which is currently 12.5 basis points) based on CERC’s current
credit ratings (the “CERC ABR Rate”). Swingline loans bear interest at the CERC ABR Rate. CERC 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 $1.6 billion, subject to certain terms and conditions. The facility contains
certain covenants, including a covenant 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. SIGECO replaced its existing $250 million senior unsecured revolving credit facility that was
previously entered into on December 6, 2022 with a new $300 million five-year senior unsecured revolving credit facility. The facility
includes commitments of $25 million for swingline loans and a subfacility of up to $40 million for standby letters of credit (of which
$30 million has been committed as of the execution of the credit facility). Any usage of swingline loans or standby letters of credit
will reduce availability under the credit facility on a dollar-for-dollar basis until repaid by SIGECO. Borrowings under the facility
(other than swingline loans) bear interest, at SIGECO’s option, at a rate equal to either (i) Term SOFR (as defined in the
credit facility) plus a specified margin (which is currently 112.5 basis points) based on SIGECO’s current credit ratings or (ii) the
Alternate Base Rate (as defined in the credit facility), plus a specified margin (which is currently 12.5 basis points) based on SIGECO’s
current credit ratings (the “SIGECO ABR Rate”). Swingline loans bear interest at the SIGECO ABR Rate. SIGECO 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 amount not to exceed $400 million, subject to certain terms and conditions. The facility contains
certain covenants, including a covenant 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. Borrowings
under each of the committed facilities are subject to customary terms and conditions. However, there is no requirement that the Company,
Houston Electric, CERC or SIGECO make representations prior to borrowings as to the absence of material adverse changes or litigation
that could be expected to have a material adverse effect. Borrowings under each of the credit facilities are subject to acceleration upon
the occurrence of events of default that the Company, Houston Electric, CERC and SIGECO consider customary. The facilities also provide
for customary fees, including commitment fees, administrative agent fees, fees in respect of letters of credit and other fees. Under each
credit facility, the applicable margins over Term SOFR and the Alternate Base Rate and the commitment fee fluctuate based on the applicable
borrower’s senior unsecured long-term debt rating or its equivalent (or if such rating is discontinued or unavailable, corporate
credit rating) at the time of borrowing.
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 and will serve as administrative agent for the other three facilities. Affiliates of the lenders in the previous facilities and
the replacement facilities 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 Event.
In connection with the
decrease in the aggregate commitments under the Company’s credit facility, we expect the size of the Company’s commercial
paper program to decrease to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $2.2 billion
at any time outstanding (a decrease of $200 million).
In connection with the
increase in the aggregate commitments under CERC’s credit facility, we expect the size of CERC’s commercial paper program
to increase to permit the issuance of commercial paper notes in an aggregate principal amount not to exceed $1.1 billion at any time outstanding
(an increase of $50 million).
In addition, we expect
Houston Electric to commence a commercial paper program for an aggregate principal amount not to exceed $1.0 billion at any time outstanding.
The matters above are
subject to the completion and execution of definitive documentation. 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, CERC’s or Houston Electric’s commercial paper
programs.
Forward-Looking Statements
This Current Report may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements
other than statements of historical fact included in this Current Report are forward-looking statements made in good faith by us and are
intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When
used in this Current Report, the words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,”
“potential,” “predict,” “projection,” “should,” “target,” “will”
or other similar words are intended to identify forward-looking statements. These forward-looking statements 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. The Company assumes no obligation
and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by securities and other applicable laws. Forward-looking statements include, but are not limited to, the expected changes
to the Company’s and CERC’s commercial paper programs and the establishment of the Houston Electric commercial paper program.
Each forward-looking statement contained in this Current Report speaks only as of the date of this report. 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) business strategies and strategic initiatives involving the Company or its industry; (2) the Company’s
ability to fund and invest planned capital, and the timely recovery of its investments; (3) financial market and general economic
conditions; (4) the timing and impact of future regulatory, legislative and political actions or developments; and (5) other
factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2025, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026
and other reports the Company may file from time to time with the Securities and Exchange Commission.
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.
EXHIBIT
NUMBER |
|
EXHIBIT DESCRIPTION |
| |
|
|
| 10.1* |
|
$2,200,000,000 Third Amended and Restated Credit Agreement dated as of September 9, 2026 among CenterPoint Energy, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto. |
| |
|
|
| 10.2* |
|
$1,000,000,000 Third Amended and Restated Credit Agreement dated as of September 9, 2026 among CenterPoint Energy Houston Electric, LLC, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto. |
| |
|
|
| 10.3* |
|
$1,100,000,000 Third Amended and Restated Credit Agreement dated as of September 9, 2026 among CenterPoint Energy Resources Corp., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto. |
| |
|
|
| 10.4 * |
|
$300,000,000 Amended and Restated Credit Agreement dated as of September 9, 2026 among Southern Indiana Gas and Electric Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the financial institutions as bank parties thereto and the other parties thereto. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
*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: September 9, 2026 |
By: |
/s/
Russell K. Wright |
| |
|
Russell K. Wright |
| |
|
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: September 9, 2026 |
By: |
/s/
Russell K. Wright |
| |
|
Russell K. Wright |
| |
|
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: September 9, 2026 |
By: |
/s/
Russell K. Wright |
| |
|
Russell K. Wright |
| |
|
Vice President and Chief Accounting Officer |
