Obligation Centerpoint Energy 6.125% ( US15189TAS69 ) en USD

Centerpoint Energy

99.95 % ⇌

Etats-unis

US15189TAS69 ( en USD )

6.125% par an ( paiement semestriel )

Perpétuelle ( La date du prochain call est le 01/09/2023 )

Prospectus brochure de l'obligation CenterPoint Energy US15189TAS69 en USD 6.125%, échéance Perpétuelle

1 000 USD

800 000 000 USD

15189TAS6

BBB- ( Qualité moyenne inférieure )

N/A

01/09/2025 ( Dans 44 jours )

CenterPoint Energy est une entreprise américaine d'énergie intégrée qui fournit de l'électricité et du gaz naturel à des clients résidentiels, commerciaux et industriels dans plusieurs États du Midwest et du Sud des États-Unis.

L'Obligation émise par Centerpoint Energy ( Etats-unis ) , en USD, avec le code ISIN US15189TAS69, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Centerpoint Energy ( Etats-unis ) , en USD, avec le code ISIN US15189TAS69, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d532998d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-215833
CALCULATION OF REGISTRATION FEE

Proposed maximum
aggregate offering
Amount of
Title of each class of securities to be registered

price

registration fee(1)
Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock

$800,000,000

$99,600

(1)
Pursuant to Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 31, 2017)
800,000 Shares

CenterPoint Energy, Inc.
Series A Fixed-to-Floating Rate Cumulative Redeemable
Perpetual Preferred Stock
(Liquidation Preference $1,000 per share)

We are offering 800,000 shares of our Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share ("Series A Preferred
Stock"), with a liquidation preference of $1,000 per share (the "stated amount").
Holders of Series A Preferred Stock will be entitled to receive out of any funds legally available, when, if and as declared by our board of directors (or a duly authorized
committee of the board), cumulative cash dividends:

·

for each dividend period during the period commencing on the original issue date and continuing to, but excluding, September 1, 2023, at an annual rate of 6.125%

of the stated amount per share payable semi-annually in arrears on the 1st day of each March and September, respectively, in each year, beginning on March 1, 2019;
and

·

for each dividend period during the period commencing on September 1, 2023 and continuing to, but excluding, the first date, if any, as of which all shares of Series
A Preferred Stock have been redeemed, at an annual rate equal to Three Month LIBOR (as defined herein) for such dividend period plus a spread of 3.270% applied

to the stated amount per share payable quarterly in arrears on the 1st day of each March, June, September and December, respectively, in each year, beginning on
December 1, 2023.
The shares of Series A Preferred Stock are perpetual and have no maturity date. The Series A Preferred Stock may be redeemed by us at our option (i) on or after
September 1, 2023, from time to time and in whole or in part, at a redemption price in cash per share equal to $1,000, or (ii) following the occurrence of a Ratings Event (as
defined herein), in whole, but not in part, at a redemption price in cash per share equal to $1,020, in each case out of funds legally available for such redemption and plus an
amount equal to all accumulated and unpaid dividends thereon to, but excluding, the redemption date, whether or not declared.
The Series A Preferred Stock will, with respect to anticipated dividends and distributions upon the liquidation, dissolution or winding up of our affairs, rank: senior to our
common stock and to each other class or series of our capital stock established after the original issue date of the Series A Preferred Stock that is expressly made subordinated to
the Series A Preferred Stock as to the payment of dividends and amounts payable on a liquidation, dissolution or winding up of our affairs; on a parity with any class or series of
our capital stock established after the original issue date of the Series A Preferred Stock that is not expressly made senior or subordinated to the Series A Preferred Stock as to the
payment of dividends and amounts payable on a liquidation, dissolution or winding up of our affairs; junior to any class or series of our capital stock established after the original
issue date of the Series A Preferred Stock that is expressly made senior to the Series A Preferred Stock as to the payment of dividends and amounts payable on a liquidation,
dissolution or winding up of our affairs; junior to all of our existing and future indebtedness (including indebtedness outstanding under our credit facilities, our senior notes and our
commercial paper) and other liabilities with respect to assets available to satisfy claims against us; and structurally subordinated to any existing and future indebtedness and other
liabilities of our subsidiaries and capital stock of our subsidiaries held by third parties.
The Series A Preferred Stock is a new issue of securities with no established trading market. We do not intend to apply for listing of the Series A Preferred Stock on any
securities exchange.

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Investing in the Series A Preferred Stock involves risks. See "Risk Factors" beginning on page S-12 of this prospectus supplement and on
page 5 of the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Share
Total

Public Offering Price(1)

$ 1,000.00
$ 800,000,000
Underwriting Discount

$
12.50
$ 10,000,000
Proceeds, before expenses, to CenterPoint Energy, Inc.

$
987.50
$ 790,000,000

(1)
Plus accrued dividends, if any, from the date of original issuance, which is expected to be August 22, 2018.
The underwriters expect to deliver the shares of Series A Preferred Stock against payment therefor on or about August 22, 2018.

Joint Book-Running Managers

Goldman Sachs & Co. LLC

Morgan Stanley

J.P. Morgan
Mizuho Securities

MUFG

RBC Capital Markets
Barclays

Credit Suisse

Deutsche Bank Securities
Senior Co-Managers

PNC Capital Markets LLC

Regions Securities LLC

TD Securities

US Bancorp
Citigroup

Wells Fargo Securities
Co-Managers

BNY Mellon Capital Markets, LLC

Comerica Securities
Prospectus Supplement dated August 15, 2018
Table of Contents
This document consists of two parts, which should be read together. The first part is this prospectus supplement, which describes the specific terms
of the Series A Preferred Stock, the specific terms of this offering and supplements and updates information contained in the accompanying prospectus and
the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus,
provides more general information about the preferred stock and other securities that may be offered from time to time using such prospectus, some of
which general information does not apply to this offering. Generally, when we refer to the prospectus, we are referring to both parts of this document
combined. You should read this prospectus supplement and the accompanying prospectus together with any written communication prepared by us or on
our behalf in connection with this offering together with the additional information described in this prospectus supplement under the headings "Where
You Can Find More Information" and "Incorporation By Reference."
We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained
or incorporated by reference in this prospectus supplement, the accompanying prospectus and any written communication prepared by us or on our behalf.
We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
We are not, and the underwriters are not, making an offer to sell the Series A Preferred Stock and are not soliciting an offer to buy the Series A Preferred
Stock in any jurisdiction where the offer or sale is not permitted. The information we have included in this prospectus supplement or the accompanying
prospectus is accurate only as of the date of this prospectus supplement or the accompanying prospectus, as the case may be, and any information we have
incorporated by reference into this prospectus supplement or the accompanying prospectus is accurate only as of the date of the document incorporated by
reference. Our businesses, financial condition, results of operations and prospects may have changed since these respective dates.
Any information contained in this prospectus supplement or the accompanying prospectus or in a document incorporated by reference in this
prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded to the extent that a statement contained in this
prospectus supplement or in any other subsequently filed document that is also incorporated by reference in this prospectus supplement modifies or
supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement. See "Incorporation By Reference" in this prospectus supplement.

S-i
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

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Page
Summary
S-1
Risk Factors
S-12
Use of Proceeds
S-23
Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends
S-24
Capitalization
S-25
Unaudited Pro Forma Condensed Combined Financial Information
S-26
Description of Our Series A Preferred Stock
S-43
Material U.S. Federal Income Tax Consequences
S-56
Certain ERISA Considerations
S-61
Underwriting
S-64
Legal Matters
S-67
Experts
S-67
Cautionary Statement Regarding Forward-Looking Information
S-68
Where You Can Find More Information
S-70
Incorporation By Reference
S-71
Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

2
Incorporation By Reference

3
About CenterPoint Energy, Inc.

4
Risk Factors

5
Cautionary Statement Regarding Forward-Looking Information

6
Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends

9
Use of Proceeds

10
Description of Our Debt Securities

11
Description of Our Capital Stock

21
Description of Stock Purchase Contracts and Equity Units

25
Holding Company Structure

26
Plan of Distribution

27
Legal Matters

30
Experts

30
We expect that delivery of the Series A Preferred Stock offered hereby will be made against payment therefor on or about August 22, 2018, which
will be the fifth business day following the date of pricing of the Series A Preferred Stock (this settlement cycle being referred to as "T+5"). Under
Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the Series A Preferred Stock on the initial pricing date of the Series A Preferred
Stock or the next two succeeding business days will be required, by virtue of the fact that the Series A Preferred Stock initially will settle in T+5, to specify
alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisors.

S-ii
Table of Contents
SUMMARY
This summary highlights information from this prospectus supplement and the accompanying prospectus. It is not complete and may not contain
all of the information that you should consider before investing in the Series A Preferred Stock. We encourage you to read this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference herein or therein in their entirety before making an investment decision,
including the information set forth under the heading "Risk Factors." The terms "CenterPoint Energy," "we," "our," and "us" refer to CenterPoint
Energy, Inc. and its subsidiaries, unless the context indicates otherwise.
CENTERPOINT ENERGY, INC.
We are a public utility holding company. Our operating subsidiaries own and operate electric transmission and distribution and natural gas
distribution facilities, supply natural gas to commercial and industrial customers and electric and natural gas utilities and own interests in Enable
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Midstream Partners, LP ("Enable") as described below. As of the date of this prospectus supplement, our indirect, wholly-owned subsidiaries include:

· CenterPoint Energy Houston Electric, LLC ("Houston Electric"), which engages in the electric transmission and distribution business in

the Texas Gulf Coast area that includes the city of Houston; and

· CenterPoint Energy Resources Corp. ("CERC"), which (i) owns and operates natural gas distribution systems in six states and (ii) obtains

and offers competitive variable and fixed-price physical natural gas supplies and services primarily to commercial and industrial
customers and electric and natural gas utilities in 33 states through its wholly-owned subsidiary, CenterPoint Energy Services, Inc.
As of the date of this prospectus supplement, we also owned an aggregate of 14,520,000 10% Series A Fixed-to-Floating Non-Cumulative
Redeemable Perpetual Preferred Units, representing limited partner interests in Enable ("Series A Preferred Units"), which owns, operates and
develops natural gas and crude oil infrastructure assets. As of the date of this prospectus supplement, CERC owned approximately 54.0% of the
common units representing limited partner interests in Enable.
Our principal executive offices are located at 1111 Louisiana, Houston, Texas 77002 (telephone number: 713-207-1111).
RECENT DEVELOPMENTS
Proposed Merger with Vectren
On April 21, 2018, CenterPoint Energy entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among CenterPoint
Energy, Vectren Corporation, an Indiana corporation ("Vectren"), and Pacer Merger Sub, Inc., an Indiana corporation and wholly owned subsidiary of
CenterPoint Energy ("Merger Sub"). Pursuant to the Merger Agreement, on and subject to the terms and conditions set forth therein, Merger Sub will
merge with and into Vectren (the "Vectren Merger"), with Vectren continuing as the surviving corporation in the Vectren Merger and becoming a
wholly owned subsidiary of CenterPoint Energy.
On and subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Vectren Merger (the "Effective
Time"), each share of common stock, no par value, of Vectren ("Vectren common stock") issued and outstanding immediately prior to the Effective
Time shall be cancelled and converted into the right to receive $72.00 in cash, without interest (the "Merger Consideration"). At the Effective Time,

S-1
Table of Contents
each stock unit payable in Vectren common stock or whose value is determined with reference to the value of Vectren common stock, whether vested
or unvested, will be cancelled at the Effective Time with cash consideration paid therefor in accordance with the terms of the Merger Agreement. No
dissenters' rights of appraisal in connection with the Vectren Merger are available to holders of Vectren common stock pursuant to the Indiana
Business Corporation Law.
Vectren, CenterPoint Energy and Merger Sub each have made various representations, warranties and covenants in the Merger Agreement.
Among other things, Vectren has agreed, subject to certain exceptions, to conduct its businesses in the ordinary course, consistent with past practice,
from the date of the Merger Agreement until the Effective Time, and not to take certain actions prior to the closing of the Vectren Merger without the
approval of CenterPoint Energy. Vectren has made certain additional customary covenants, including, subject to certain exceptions: (1) to cause a
meeting of Vectren's shareholders to be held to consider approval of the Merger Agreement, (2) not to solicit proposals relating to alternative
business combination transactions and not to participate in discussions concerning, or furnish information in connection with, alternative business
combination transactions and (3) not to withdraw its recommendation to Vectren's shareholders regarding the Vectren Merger. In addition, subject to
the terms of the Merger Agreement, Vectren, CenterPoint Energy and Merger Sub are required to use reasonable best efforts to obtain all required
regulatory approvals, which will include clearance under federal antitrust laws and certain approvals by federal and state regulatory bodies, subject to
certain exceptions, including that such efforts not result in a "Burdensome Condition" (as defined in the Merger Agreement). Furthermore,
CenterPoint Energy has agreed to use its reasonable best efforts to obtain the financing contemplated by the commitment letter relating to the Bridge
Facility (as defined below), as described in "-- Vectren Merger Financing."
Consummation of the Vectren Merger is subject to various conditions, including: (1) approval of the shareholders of Vectren, (2) expiration or
termination of the applicable Hart-Scott-Rodino Act waiting period, (3) receipt of all required regulatory and statutory approvals without the
imposition of a "Burdensome Condition," (4) absence of any law or order prohibiting the consummation of the Vectren Merger and (5) other
customary closing conditions, including (a) subject to materiality qualifiers, the accuracy of each party's representations and warranties, (b) each
party's compliance in all material respects with its obligations and covenants under the Merger Agreement and (c) the absence of a material adverse
effect with respect to Vectren and its subsidiaries.
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Vectren has set August 28, 2018 as the date for a special meeting of its shareholders to vote on, among other proposals, a proposal to approve
the Merger Agreement and the transactions contemplated thereby, including the Vectren Merger, as well as a nonbinding, advisory proposal to
approve compensation that will or may become payable by Vectren to its named executive officers in connection with the Vectren Merger.
On June 15, 2018, CenterPoint Energy and Vectren submitted their filings with the Federal Energy Regulatory Commission and initiated
informational proceedings with regulators in Indiana and Ohio. A hearing with Indiana regulators is scheduled to be held on October 17, 2018. On
June 18, 2018, CenterPoint Energy and Vectren filed notification and report forms with the Antitrust Division of the Department of Justice and the
Federal Trade Commission ("FTC") as required by the Hart-Scott-Rodino Act. On June 20, 2018, CenterPoint Energy and Vectren submitted their
filings with the Federal Communications Commission ("FCC").
On June 26, 2018, CenterPoint Energy and Vectren received notice from the FTC granting early termination of the waiting period under the
Hart-Scott-Rodino Act in connection with the Vectren Merger. On July 24, 2018, CenterPoint Energy and Vectren learned that the FCC had
completed their review and approved the proposed transfer of certain licenses in connection with the Vectren Merger.
The Merger Agreement contains certain termination rights for both CenterPoint Energy and Vectren, including if the Vectren Merger is not
consummated by April 21, 2019 (subject to extension for an additional six

S-2
Table of Contents
months if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied). The Merger
Agreement also provides for certain termination rights for each of CenterPoint Energy and Vectren, and provides that, upon termination of the Merger
Agreement under certain specified circumstances, CenterPoint Energy would be required to pay a termination fee of $210.0 million to Vectren, and
under other specified circumstances Vectren would be required to pay CenterPoint Energy a termination fee of $150.0 million.
Strategic Rationale of the Vectren Merger
Growth. We believe that the Vectren Merger will result in 1) higher rate-regulated investment, 2) more customers for existing products and
services, and 3) additional products and services for existing customers.
Complementary Capabilities. We believe that combining CenterPoint's and Vectren's utilities through the Vectren Merger positions us as a
customer-centric, technology-focused, energy delivery company of the future.
Reduces Business Risk. We believe that the Vectren Merger will increase scale and geographic and business diversity in attractive jurisdictions
and economies and create opportunities for operating efficiencies and potentially lower cost of capital. We also believe that the Vectren Merger will
result in an increased percentage of utility earnings and provide for enhanced certainty of consolidated earnings and cash flows.
Bridge Facility Commitment Letter
On April 21, 2018, and in connection with the Merger Agreement, we entered into a commitment letter (the "Commitment Letter") with
Goldman Sachs Bank USA ("Goldman Sachs") and Morgan Stanley Senior Funding, Inc. (together with Goldman Sachs, the "Initial Lenders"). The
Commitment Letter provides that, subject to the conditions set forth therein, the Initial Lenders commit to provide a 364-day senior unsecured bridge
term loan facility in an aggregate principal amount of $5.0 billion (the "Bridge Facility") to provide flexibility for the timing of the long-term
acquisition financing and to fund, in part, amounts payable by us in connection with the Vectren Merger. The Bridge Facility bears interest at an
annual rate equal to LIBOR plus a margin ranging from 1.0% to 2.0%, depending on our credit rating, subject to an increase of 0.25% for each 90
days that elapse after the closing of the Vectren Merger. It is anticipated that some or all of the Bridge Facility will be replaced or repaid by us through
the issuance by us of one or a combination of the following: the Series A Preferred Stock offered hereby, common stock, mandatory convertible equity
securities, debt securities and commercial paper.
Vectren Merger Financing
The Merger Consideration, as well as associated transaction costs, are expected to be approximately $6.0 billion. We intend to finance the
Merger Consideration with net proceeds from the sale of the Series A Preferred Stock offered hereby, as well as a combination of other future
issuances by us of common stock, mandatory convertible equity securities, debt securities and commercial paper (the "Additional Financings"), as
well as cash on hand. In May 2018, we entered into an amendment to our CenterPoint Energy, Inc. revolving credit facility that will increase the
aggregate commitments from $1.7 billion to $3.3 billion, effective upon the earlier of (i) the termination of all commitments by certain lenders to
provide the Bridge Facility and (ii) the payment in full of all obligations (other than contingent obligations) under the Bridge Facility and termination
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of all commitments to advance additional credit thereunder, and in each case, so long as the Merger Agreement has not been terminated pursuant to
the terms thereof without consummation of the Vectren Merger. We do not intend to sell Enable common units to finance the Merger Consideration.
Completion of this offering of the Series A Preferred Stock is not contingent upon the completion of the Vectren Merger or upon the
consummation of the Additional Financings. Accordingly, failure to consummate the Vectren Merger or any of the Additional Financings will not
trigger a redemption of the Series A Preferred Stock offered hereby.

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Table of Contents
Because the Additional Financings are contemplated to take place in the future, the pro forma financial statements were prepared in accordance
with the accounting rules assuming that the Merger Consideration will be financed from drawings under the Bridge Facility and under our revolving
credit facility and through the proceeds from the issuance of the Series A Preferred Stock offered hereby. See "Unaudited Pro Forma Condensed
Combined Financial Information." However, we do not intend to draw on the Bridge Facility or our revolving credit facility but rather intend to fund
the Merger Consideration with proceeds received from the Additional Financings, in addition to the proceeds from the issuance of the Series A
Preferred Stock offered hereby, although there is no guarantee that we will be able to consummate the Additional Financings as planned or at all. As a
result, purchasers of our Series A Preferred Stock offered hereby should not place undue reliance on the pro forma information included and
incorporated by reference in this prospectus supplement and the accompanying prospectus. See "-- Sources and Uses."
Sources and Uses
The following table sets forth the anticipated sources and uses of funds to pay the Merger Consideration and related fees and expenses and is
based on our intention to fund the Merger Consideration with proceeds from the Series A Preferred Stock offered hereby and the Additional
Financings. The table assumes that the Vectren Merger, this offering and the Additional Financings are completed simultaneously, although this
offering and the Additional Financings are expected to occur at different times before the closing of the Vectren Merger.
We intend to use the net proceeds from this offering and, if completed, the Additional Financings to finance the Merger Consideration and to
pay related fees and expenses. However, if any of the Additional Financings are not completed or the aggregate proceeds from the Additional
Financings are less than the amount we have assumed for purposes of the following table, we may be required to obtain additional financing, which
we may not be able to obtain on terms that are acceptable to us, or at all.
All of the amounts in the following table are assumed and are presented for illustrative and informational purposes only. The information in the
following table is based on numerous assumptions and estimates and is subject to other uncertainties, and our actual sources and uses of financing
may differ, perhaps substantially, from those reflected in the following table. In addition, the actual amount of proceeds we receive from this offering
and the Additional Financings, the actual amount of fees and expenses (including discounts) payable in connection with this offering and the
Additional Financings, and the relative mix of common stock, mandatory convertible equity securities, debt securities and commercial paper, issued
by us in the Additional Financings may differ, perhaps substantially, from the amounts reflected in the following table and elsewhere in this
prospectus supplement. The information below also assumes that we are able to consummate this offering and the Additional Financings upon
favorable terms and, thus, we do not draw on the Bridge Facility or our revolving credit facility. The following table reflects the assumptions of our
management and therefore does not purport to reflect the actual size and terms of the Additional Financings, if obtained, or the relative mix of
common stock, mandatory convertible equity securities or debt securities and commercial paper, issued by us in the Additional Financings.
Accordingly, holders of Series A Preferred Stock should not place undue reliance on the information in the following table.

S-4
Table of Contents
Sources of Funds(1)

Uses of funds(6)

(Dollars in millions)

Assumption of Vectren debt(2)
$
2,500 Assumption of Vectren debt(2)
$
2,500
Series A Perpetual Preferred Stock

800
Acquisition of Vectren common shares

outstanding

5,982
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Other equity and equity-content securities(3)

2,100

Debt(4) and cash on hand

3,082

Bridge Facility(5)

--

Total sources of funds
$
8,482 Total uses of funds
$
8,482

(1)
All dollar amounts in this column are calculated before deducting estimated underwriting discounts and other fees or expenses.
(2)
We anticipate that Vectren and its subsidiaries will have approximately $2.5 billion of outstanding short-term and long-term debt as of
December 31, 2018.
(3)
We intend to raise approximately $2.1 billion from the issuance of a combination of common stock and mandatory convertible equity securities
based on then-current market conditions.
(4)
We intend to issue a combination of debt securities and commercial paper.
(5)
Because the Additional Financings are contemplated to take place in the future, the pro forma financial statements were prepared in accordance
with the accounting rules assuming that the Merger Consideration will be financed from drawings under the Bridge Facility and under our
revolving credit facility and through the proceeds from the issuance of the Series A Preferred Stock offered hereby. See "Unaudited Pro Forma
Condensed Combined Financial Information." However, we do not intend to draw on the Bridge Facility or our revolving credit facility but
rather intend to fund the Merger Consideration with proceeds received through the Additional Financings, in addition to the proceeds from the
issuance of the Series A Preferred Stock offered hereby, although there is no guarantee that we will be able to consummate the Additional
Financings as planned or at all. As a result, purchasers of our Series A Preferred Stock offered hereby should not place undue reliance on the
pro forma information included and incorporated by reference in this prospectus supplement and the accompanying prospectus.
(6)
Excludes estimated fees and expenses, including underwriting discounts, commitment fees, legal, accounting and other fees and expenses
associated with the completion of the Vectren Merger and the financing transactions.

S-5
Table of Contents
The Offering

Issuer
CenterPoint Energy, Inc.

Securities Offered
800,000 shares of our Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual
Preferred Stock, liquidation preference $1,000 per share (the "stated amount").

Maturity
Perpetual (unless redeemed by us on or after September 1, 2023, or in connection with a
Ratings Event (as defined herein)). See "Description of Our Series A Preferred Stock --
Redemption" on page S-50 of this prospectus supplement for more information.

Dividends
Dividends on the Series A Preferred Stock will accrue and be cumulative from the date that
the Series A Preferred Stock is originally issued and will be payable on each Dividend
Payment Date (as defined below) when, as and if declared by our board of directors (or a
duly authorized committee of the board) out of legally available funds for such purpose.

Dividend rate, payment and record dates
Holders of Series A Preferred Stock will be entitled to receive out of any funds legally
available, when, if and as declared by our board of directors (or a duly authorized committee
of the board), cumulative cash dividends:

· for each dividend period during the period commencing on the original issue date and
continuing to, but excluding, September 1, 2023 (the "fixed-rate period"), at an annual

rate of 6.125% of the stated amount per share payable semi-annually in arrears on the 1st
day of each March and September, respectively, in each year, beginning on March 1, 2019;
and

· for each dividend period during the period commencing on September 1, 2023 and
continuing to, but excluding, the first date, if any, as of which all shares of Series A
Preferred Stock have been redeemed (the "floating-rate period"), at an annual rate equal

to Three Month LIBOR (as defined herein) for such dividend period plus a spread
of 3.270% applied to the stated amount per share payable quarterly in arrears on the 1st
day of each March, June, September and December, respectively, in each year, beginning
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on December 1, 2023.

A pro-rated initial dividend on the Series A Preferred Stock will be paid on March 1, 2019 in

an amount equal to approximately $32.1563 per share, when, as and if declared.

See "Description of Our Series A Preferred Stock -- Dividends" on page S-47 of this

prospectus supplement for more information.

Ranking
The Series A Preferred Stock will represent perpetual equity interests in us and, unlike our
indebtedness, will not give rise to a claim for

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payment of a principal amount at a particular date. The Series A Preferred Stock will rank:

· senior to our common stock and to each other class or series of our capital stock
established after the original issue date of the Series A Preferred Stock that is expressly

made subordinated to the Series A Preferred Stock as to the payment of dividends or
amounts payable on a liquidation, dissolution or winding up of our affairs (the "Junior
Stock");

· on a parity with any class or series of our capital stock established after the original issue
date of the Series A Preferred Stock that is not expressly made senior or subordinated to

the Series A Preferred Stock as to the payment of dividends and amounts payable on a
liquidation, dissolution or winding up of our affairs (the "Parity Stock");

· junior to any class or series of our capital stock established after the original issue date of
the Series A Preferred Stock that is expressly made senior to the Series A Preferred Stock

as to the payment of dividends or amounts payable on a liquidation, dissolution or winding
up of our affairs (the "Senior Stock");

· junior to all of our existing and future indebtedness (including indebtedness outstanding

under our credit facilities, our senior notes and our commercial paper) and other liabilities
with respect to assets available to satisfy claims against us; and

· structurally subordinated to any existing and future indebtedness and other liabilities of

our subsidiaries and capital stock of our subsidiaries held by third parties.

Parity Stock with respect to the Series A Preferred Stock may include series of our preferred
stock that have different dividend rates, redemption or conversion features, mechanics,

dividend periods (e.g., quarterly rather than semi-annual), payment dates and record dates
than the Series A Preferred Stock.

Restrictions on dividends
We will not declare, or pay or set aside for payment, full dividends on the Series A Preferred
Stock or any Parity Stock for any dividend period unless full cumulative dividends have been
paid or provided for on the Series A Preferred Stock and any Parity Stock through the most
recently completed dividend period for each such security. To the extent dividends will not
be paid in full on the Series A Preferred Stock, we will take appropriate action to ensure that
all dividends declared and paid upon the Series A Preferred Stock and any Parity Stock will
be reduced, declared and paid on a pro rata basis on their respective liquidation preferences.

We will not declare or pay, or set aside for payment, dividends on any Junior Stock (other

than a dividend payable solely in Junior Stock) unless full cumulative dividends have been or
contemporaneously are being paid on all outstanding shares of Series A Preferred Stock and

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any Parity Stock through the most recently completed respective dividend periods. To the
extent a dividend period applicable to a class of Junior Stock or Parity Stock is shorter than
the dividend period applicable to the Series A Preferred Stock (e.g., quarterly rather than

semi-annual), we may declare and pay regular dividends with respect to such Junior Stock or
Parity Stock so long as, at the time of declaration of such dividend, we expect to have
sufficient funds to pay the full dividend in respect of the Series A Preferred Stock on the next
successive Dividend Payment Date.

Optional redemption
On or after September 1, 2023, we may, at our option, upon not less than 15 nor more than
60 days written notice, redeem the Series A Preferred Stock, in whole or in part, at any time
or from time to time, for cash at a redemption price of $1,000 per share, plus any
accumulated and unpaid dividends thereon to, but excluding, the redemption date. Any such
redemption would be effected only out of funds legally available for such purposes and will
be subject to compliance with the provisions of our outstanding indebtedness and our Senior
Stock.

Special Optional redemption upon a Ratings Event
At any time within 120 days after the conclusion of any review or appeal process instituted
by us, if any, following the occurrence of a Ratings Event (as defined below), we may, at our
option, redeem the Series A Preferred Stock in whole, but not in part, at a redemption price
in cash per share equal to $1,020 (102% of the liquidation preference of $1,000) plus an
amount equal to all accumulated and unpaid dividends thereon to, but excluding, the
redemption date, whether or not declared. Any such redemption would be effected only out
of funds legally available for such purposes and will be subject to compliance with the
provisions of our outstanding indebtedness and our Senior Stock.

"Ratings Event" means a change by any nationally recognized statistical rating organization
(within the meaning of Section 3(a)(62) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), that publishes a rating for us (a "rating agency") to its equity credit
criteria for securities such as the Series A Preferred Stock, as such criteria are in effect as of

the original issue date of the Series A Preferred Stock (the "current criteria"), which change
results in (i) any shortening of the length of time for which the current criteria are scheduled
to be in effect with respect to the Series A Preferred Stock, or (ii) a lower equity credit being
given to the Series A Preferred Stock than the equity credit that would have been assigned to
the Series A Preferred Stock by such rating agency pursuant to its current criteria.

Conversion, exchange and preemptive rights
The Series A Preferred Stock will not be subject to preemptive rights or be convertible into
or exchangeable for any other securities or property at the option of the holder.

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Voting rights
Holders of the Series A Preferred Stock generally will not have voting rights.

Whenever dividends on shares of Series A Preferred Stock have not been declared and paid
for the equivalent of three or more semi-annual or six or more quarterly dividend periods
(including, for the avoidance of doubt, the dividend period beginning on, and including, the
original issue date and ending on, but excluding, March 1, 2019), whether or not consecutive,

the holders of such shares of Series A Preferred Stock, voting together as a single class with
holders of any and all other series of voting preferred stock (as defined in "Description of
Our Series A Preferred Stock -- Voting Rights") then outstanding, will be entitled at our
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424B2
next annual or special meeting of shareholders to vote for the election of a total of two
additional members of our board of directors, subject to certain limitations.

Unless we have received the affirmative vote or consent of the holders of at least two-thirds
of the outstanding shares of Series A Preferred Stock, voting as a single class, we may not
amend our restated articles of incorporation ("articles of incorporation") or the Statement of
Resolution (as defined herein) in a way that would have an adverse effect on the existing
powers, preferences, rights, qualifications, limitations and restrictions of the Series A
Preferred Stock. For purposes of this voting requirement, any amendment to our articles of
incorporation or to the Statement of Resolution (i) relating to the issuance or any increase in

authorization of additional shares of preferred stock (subject to the voting rights regarding the
issuance of Senior Stock discussed below) and (ii) in connection with a merger or another
transaction in which either (x) we are the surviving entity and the Series A Preferred Stock
remains outstanding or (y) the Series A Preferred Stock is exchanged for a series of preferred
stock of the surviving entity, in either case, with the terms thereof unchanged in any respect
materially adverse to the holders of Series A Preferred Stock, will be deemed not to
adversely affect the powers, preferences, rights, qualifications, limitations and restrictions of
the Series A Preferred Stock.

In addition, unless we have received the affirmative vote or consent of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single

class with holders of any and all other series of voting preferred stock then outstanding, we
may not create or issue any Senior Stock.

Liquidation preference
In the event of any liquidation, dissolution or winding up of our affairs, whether voluntary or
involuntary, the holders of the Series A Preferred Stock will be entitled to receive out of our
assets available for distribution to shareholders, after satisfaction of liabilities to creditors, if
any, and subject to the rights of holders of Senior Stock and Parity Stock in respect of
distributions upon liquidation,

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dissolution or winding up of CenterPoint Energy, Inc., and before any distribution of assets is
made to holders of Junior Stock, a liquidation preference of $1,000 per share. Any
accumulated and unpaid dividends on the Series A Preferred Stock and Parity Stock will be
paid prior to any distributions in liquidation. If, upon any liquidation, dissolution or winding
up of our affairs, whether voluntary or involuntary, the amounts payable with respect to the

liquidation preference or an amount equal to accumulated and unpaid dividends of the Series
A Preferred Stock and all Parity Stock, as the case may be, are not paid in full, the holders of
the Series A Preferred Stock and any Parity Stock will share equally and ratably in any
distribution of our assets in proportion to the respective liquidation preferences or amounts
equal to accumulated and unpaid dividends, as applicable, to which they are entitled.

Sinking fund
The Series A Preferred Stock will not be subject to any sinking fund requirements.

Tax consequences
See "Material U.S. Federal Income Tax Consequences."

Risk Factors
You should consider carefully all the information set forth and incorporated by reference in
this prospectus supplement and the accompanying prospectus and, in particular, you should
evaluate the specific factors set forth under "Risk Factors" beginning on page S-12 of this
prospectus supplement before deciding whether to invest in the Series A Preferred Stock.

Use of Proceeds
The net proceeds from this offering, after deducting the underwriting discount and estimated
expenses of this offering payable by us, are expected to be approximately $790 million.

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Document Outline

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