Item 1.01 Entry into a Material Definitive Agreement.
On
Borrowings under the Term Loan Agreement bear interest, at the Company's option,
at a rate equal to either (i) Term SOFR (as defined in the Term Loan Agreement),
which includes an adjustment of 0.10% per annum plus a margin of 1.50% or
(ii) the Alternate Base Rate (as defined in the Term Loan Agreement), plus a
margin of 0.50%. The Term Loan Agreement 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 65%. The Term Loan Agreement 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
Borrowings under the Term Loan Agreement may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of loans that bear interest based on Term SOFR. The Term Loan Agreement also provides a mechanism to replace Term SOFR or other then-applicable interest rate benchmark if it is no longer available.
Borrowings under the Term Loan Agreement are subject to acceleration upon the occurrence of events of default that the Company considers customary. The Term Loan Agreement also provides for the payment of customary fees, including administrative agent fees and other fees.
The Term Loan Agreement described above is filed as Exhibit 10.1 to this report and is incorporated by reference herein. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Term Loan Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits.
The exhibit listed below is filed herewith. The Term Loan Agreement included as an exhibit is included only to provide information to investors regarding its terms. The Term Loan Agreement 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 agreement 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 Description 10.1$250,000,000 Term Loan Agreement dated as ofMarch 21, 2023 amongCenterPoint Energy, Inc. as borrower,JPMorgan Chase Bank, N.A ., as administrative agent, and the banks party thereto. 104 Cover Page Interactive Date File - the cover page XBRL tags are embedded within the Inline XBRL document
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