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): March 20, 2023

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC

(Exact name of registrant as specified in its charter)

Texas

1-3187

22-3865106

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1111 Louisiana

Houston, Texas

77002

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

6.95% General Mortgage Bonds due 2033

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. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On March 20, 2023, CenterPoint Energy Houston Electric, LLC (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), relating to the underwritten public offering of $600,000,000 aggregate principal amount of the Company’s 4.95% General Mortgage Bonds, Series AK, due 2033 (the “Series AK Bonds”) and $300,000,000 aggregate principal amount of the Company’s 5.30% General Mortgage Bonds, Series AL, due 2053 (the “Series AL Bonds” and, together with the Series AK Bonds, the “Bonds”). The offering is being made pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-238617-01).

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-Third Supplemental Indenture thereto, dated as of March 23, 2023, between the Company and the Trustee (the “Thirty-Third Supplemental Indenture”). The form, terms and provisions of each series of the Bonds are further described in the officer’s certificate of the Company to be dated March 23, 2023 (the “Officer’s Certificate”) and the prospectus supplement of the Company dated March 20, 2023, together with the related prospectus dated May 22, 2020, as filed with the Securities and Exchange Commission under Rule 424(b) of the Securities Act of 1933, as amended, on March 21, 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-Third Supplemental Indenture and the form of Officer’s Certificate (including the form of each series of 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.

(d) Exhibits.


EXHIBIT NUMBER		EXHIBIT DESCRIPTION

1.1		Underwriting Agreement, dated March 20, 2023, among the Company and BNP Paribas Securities Corp., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as representatives of the several Underwriters named in Schedule I thereto.

4.1		General Mortgage Indenture, dated as of October 10, 2002, between the Company and the Trustee (incorporated by reference to Exhibit 4(j)(1) to the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2002).

4.2		Ninth Supplemental Indenture, dated as of November 12, 2002, to the General Mortgage Indenture, dated as of October 10, 2002, between the Company and the Trustee (incorporated by reference to Exhibit 4(e)(10) to the Annual Report on Form 10-K of CenterPoint Energy, Inc. filed on March 11, 2003).

4.3		Twentieth Supplemental Indenture, dated as of December 9, 2008, to the General Mortgage Indenture, dated as of October 10, 2002, between the Company and the Trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of the Company filed on January 9, 2009).

4.4		Thirty-Third Supplemental Indenture, dated as of March 23, 2023, to the General Mortgage Indenture, dated as of October 10, 2002, between the Company and the Trustee.

4.5		Form of Officer’s Certificate, to be dated as of March 23, 2023, setting forth the form, terms and provisions of the Series AK Bonds and the Series AL Bonds.

4.6		Form of Series AK Bonds (included in Exhibit 4.5 hereto).

4.7		Form of Series AL Bonds (included in Exhibit 4.5 hereto).

5.1		Opinion of Baker Botts L.L.P.

23.1		Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 21, 2023

/s/ Kara Gostenhofer Ryan

Kara Gostenhofer Ryan

Vice President and Chief Accounting Officer

CENTERPOINT ENERGY HOUSTON ELECTRIC LLC 8-K