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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 17, 2025

 

 

 

Commission
file
number
  Registrant, State of Incorporation or Organization,
Address of Principal Executive Offices and Telephone Number
  IRS Employer
Identification
Number

 

1-3187

 

 

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC

(a Texas limited liability company)

1111 Louisiana Street

Houston, TX 77002

(713) 207-1111

 

 

22-3865106

     
333-288206  

CENTERPOINT ENERGY RESTORATION BOND COMPANY II, LLC

(a Delaware limited liability company)

1111 Louisiana Street, Suite 4654B

Houston, TX 77002

(713) 207-7414

  39-2616236

 

 

 

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:

 

Registrant   Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

CenterPoint Energy Houston Electric, LLC   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. ¨

 

Co-Registrant CIK 0000048732
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2025-09-17
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On September 17, 2025, the Limited Liability Company Agreement of CenterPoint Energy Restoration Bond Company II, LLC, a Delaware limited liability company (the “Issuing Entity”), was amended and restated (the “A&R LLC Agreement”) in the form previously disclosed on the Issuing Entity’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2025 and described in the Prospectus (as defined below). The A&R LLC Agreement was adopted by CenterPoint Energy Houston Electric, LLC, a Texas limited liability company (“CenterPoint Houston”), the sole member of the Issuing Entity.

 

Item 8.01. Other Events

 

On September 17, 2025, the Issuing Entity issued $401,521,000 aggregate principal amount of its Series 2025-A Senior Secured System Restoration Bonds (the “System Restoration Bonds”), pursuant to an Indenture, dated as of September 17, 2025, by and among the Issuing Entity, U.S. Bank Trust Company, National Association, as indenture trustee (the “Trustee”), and U.S. Bank National Association, as securities intermediary, as supplemented by the Series Supplement (together, the “Indenture”), dated as of September 17, 2025, by and between the Issuing Entity and the Trustee. The System Restoration Bonds were offered pursuant to the Prospectus dated September 9, 2025 (the “Prospectus”). In connection with the issuance of the System Restoration Bonds, CenterPoint Houston and the Issuing Entity are filing the exhibits listed in Item 9.01, which are annexed hereto as exhibits to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
   
3.1   Amended and Restated Limited Liability Company Agreement of CenterPoint Energy Restoration Bond Company II, LLC, dated as of September 17, 2025.
   
4.1   Indenture by and among CenterPoint Energy Restoration Bond Company II, LLC, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary (including the forms of the System Restoration Bonds and the form of Series Supplement), dated as of September 17, 2025.
     
4.2   Series Supplement by and between CenterPoint Energy Restoration Bond Company II, LLC and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of September 17, 2025.
   
5.1   Opinion of Baker Botts L.L.P. with respect to legality of the System Restoration Bonds.
   
8.1   Opinion of Baker Botts L.L.P. with respect to federal tax matters.
   
10.1   System Restoration Property Servicing Agreement by and between CenterPoint Energy Restoration Bond Company II, LLC and CenterPoint Energy Houston Electric, LLC, as Servicer, dated as of September 17, 2025.
   
10.2   System Restoration Property Sale Agreement by and between CenterPoint Energy Restoration Bond Company II, LLC and CenterPoint Energy Houston Electric, LLC, as Seller, dated as of September 17, 2025.
   
10.3   Administration Agreement by and between CenterPoint Energy Restoration Bond Company II, LLC and CenterPoint Energy Houston Electric, LLC, as Administrator, dated as of September 17, 2025.
   
23.1   Consent of Baker Botts L.L.P. (included as part of its opinions filed as Exhibits 5.1 and 8.1).
   
99.1   Opinion of Baker Botts L.L.P. with respect to certain U.S. and Texas constitutional matters.
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

Date: September 17, 2025

   
  CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
   
  By: /s/ Kristie L. Colvin
    Kristie L. Colvin
    Senior Vice President and Chief Accounting Officer
   
  CENTERPOINT ENERGY RESTORATION BOND COMPANY II, LLC
   
  By: /s/ Kristie L. Colvin
    Kristie L. Colvin
    Vice President and Chief Accounting Officer