CenterPoint Energy, Inc. Announces Early Results of Tender Offers

HOUSTON–(BUSINESS WIRE)–CenterPoint Energy, Inc. (NYSE: CNP) or “CenterPoint Energy” announced today the early results of 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 first table 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 second table below (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 CenterPoint Energy Notes Tender Offers

The CERC Notes Tender Offers

As of 5:00 p.m., New York City time, on May 8, 2025 (the “Early Tender Date”), as reported by Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offers (the “Depositary and Information Agent”), the principal amounts of the Notes listed in the tables above had been validly tendered and not validly withdrawn by registered holders of the Notes (individually, a “Holder” and collectively, the “Holders”). The withdrawal deadline of 5:00 p.m., New York City time, on May 8, 2025 was not extended and, accordingly, Notes tendered in the Tender Offers may no longer be withdrawn, except in certain limited circumstances where withdrawal rights are required under applicable law.

The applicable total consideration (the “Total Consideration”) payable by CenterPoint Energy for Notes validly tendered and not validly withdrawn at or prior to 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”). Holders of the Notes validly tendered after the Early Tender Date but at or prior to 5:00 p.m., New York City time, on May 23, 2025 (the “Expiration Date”) will be eligible to receive the applicable tender offer consideration, namely the applicable Total Consideration minus the Early Tender Payment. In addition to the applicable Total Consideration, Holders of Notes accepted for purchase will receive accrued and unpaid interest up to, but not including, the Early Settlement Date (as defined below) (“Accrued Interest”). The Total Consideration to be paid in the Tender Offers will be determined in the manner described in the Offer to Purchase at 10:00 a.m., New York City time, on May 9, 2025, unless extended or earlier terminated.

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. CenterPoint Energy may increase or decrease the Maximum Amounts (which thereby would increase or decrease the Aggregate Maximum Amount) or the CERC 2047 Notes Tender Cap in its sole discretion, subject to applicable law.

The Tender Offers will expire at 5:00 p.m., New York City time, on May 23, 2025, unless extended or earlier terminated; however, CenterPoint Energy does not expect to accept for purchase any Notes tendered after the Early Tender Date because the aggregate purchase price (excluding Accrued Interest) for Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date and accepted for purchase is expected to be greater than the Aggregate Maximum Amount. 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, unless CenterPoint Energy elects to increase or eliminate one or both of the Maximum Amounts.

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. 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.

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 CenterPoint Energy, 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 approximately 7 million metered customers in Indiana, Minnesota, Ohio and Texas. As of March 31, 2025, the company owned approximately $44 billion in assets. With approximately 8,300 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, the expected timing of pricing of the Tender Offers, the expiration date for the Tender Offers, the use of a proration factor with respect to certain series of the Notes, the settlement date and the expected aggregate Maximum Amount, 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 CenterPoint Energy 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 CenterPoint Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and CenterPoint Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and other reports CenterPoint Energy or its subsidiaries may file from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on CenterPoint Energy’s forward-looking statements.

Investors and others should note that we may announce material information using SEC filings and the Investor Relations page of our website, including press releases, public conference calls, webcasts. In the future, we 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 we post on our website could be deemed material; therefore, we encourage investors to review the information we post on the Investor Relations page of our website.

Contacts

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Investors:

Jackie Richert / Ben Vallejo
Phone 713.207.6500