Free Writing Prospectus, dated September 4,
2025
Filed pursuant to Rule 433 under the Securities Act of 1933
Supplementing the Preliminary Prospectus, dated August 27, 2025
Registration Statement Nos. 333-288206
and 333-288206-01
This Preliminary Term Sheet has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any system restoration bonds in any jurisdiction where such offer or sale is prohibited. Please read the important information and qualifications on pages 1 and 2 of this Preliminary Term Sheet.
CenterPoint Energy Restoration Bond Company II, LLC
(the “Issuing Entity”)
PRELIMINARY TERM SHEET
$401,521,000 Series 2025-A Senior Secured System Restoration Bonds
| Issuing entity: | CenterPoint Energy Restoration Bond Company II, LLC |
| Sponsor, depositor and initial servicer: | CenterPoint Energy Houston Electric, LLC |
| Trustee: | U.S. Bank Trust Company, National Association |
| Joint Bookrunners: |
Citigroup Global Markets Inc. Barclays Capital Inc. |
| Co-Manager: | Academy Securities, Inc. |
| Expected Ratings (Moody’s/S&P): | Aaa (sf)/ AAA (sf)(1) |
| Payment dates(2): | June 15 and December 15, commencing June 15, 2026 |
| (1) | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| (2) | In any case where the date on which payment is due shall not be a Business Day, then payment may be made on the next Business Day. |
| Tranche* | Expected weighted average life (years)* | Principal amount offered* | Scheduled final payment date* | Final maturity date* | CUSIP | ISIN | ||||||||||||||||
| A-1 | 5.16 | $ | 240,913,000 | 12/15/2034 | 12/15/2035 | 15201G AA7 | US15201GAA76 | |||||||||||||||
| A-2 | 11.81 | $ | 160,608,000 | 6/15/2039 | 6/15/2040 | 15201G AB5 | US15201GAB59 | |||||||||||||||
* Preliminary, subject to change
CenterPoint Energy Houston Electric, LLC (“CenterPoint Houston”) and the Issuing Entity have filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents CenterPoint Houston and the Issuing Entity have filed with the SEC for more complete information about the Issuing Entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, CenterPoint Houston, the Issuing Entity, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling CenterPoint Houston at 1-713-207-1111, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or Barclays Capital Inc. toll-free at 1-888-603-5847.
1
This Preliminary Term Sheet is not required to contain all information that is required to be included in the prospectus for the securities offering to which this Preliminary Term Sheet relates. The prospectus contains material information not contained herein, and the prospective purchasers are referred to the prospectus, including the final prospectus. This Preliminary Term Sheet is not an offer to sell or a solicitation of an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is not permitted.
The information in this Preliminary Term Sheet is preliminary and may be superseded by an additional term sheet provided to you prior to the time you enter into a contract of sale. This Preliminary Term Sheet is being delivered to you solely to provide you with information about the offering of the securities referred to herein. The securities are being offered when, as and if issued. In particular, you are advised that these securities, and the system restoration charges securing them, are subject to modification or revision (including, among other things, the possibility that one or more tranches of securities may be split, combined or eliminated), at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the securities may not be issued that have the characteristics described in these materials. The Issuing Entity’s obligation to sell securities to you is conditioned on the securities and the underlying transaction having the characteristics described in these materials.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS Preliminary Term Sheet IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price and availability of the system restoration bonds are subject to change without notice.
A contract of sale will come into being no sooner than the date on which the system restoration bonds have been priced and the underwriters have confirmed the allocation of securities to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by the underwriters, will not create binding contractual obligations for you or the underwriters (or any other person or entity). You may withdraw your offer to purchase securities at any time prior to the underwriters’ acceptance of your offer.
Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this Preliminary Term Sheet is attached relating to (i) these materials not constituting an offer (or a solicitation of an offer), (ii) no representation that these materials are accurate or complete and may not be updated or (iii) these materials possibly being confidential are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.
2
INITIAL SYSTEM RESTORATION CHARGE
The system restoration charges will be adjusted annually, or more frequently under certain circumstances, by the servicer in accordance with its filings with the Public Utility Commission of Texas (the “PUCT”). CenterPoint Houston estimates that, on an annualized basis, the initial system restoration charges (i) would represent approximately 0.50%* of the total bill received by a 1,000 kWh residential customer served at distribution voltage of the largest retail electric provider (“REP”) in CenterPoint Houston’s service territory as of September 2025; and (ii) would represent approximately 0.49%* of the total bill received by a 1,000 kWh residential customer served at distribution voltage in CenterPoint Houston’s service territory as of September 2025 (based on the average of offered rates at distribution voltage published on the PUCT website for REPs operating in CenterPoint Houston’s service territory).
CenterPoint Houston will initially allocate the system restoration charges among the system restoration charge customer classes as follows:
| System Restoration Charge Customer Rate Class | Initial System Restoration Charge Rate* |
| Residential | $0.001141 per kWh |
| Secondary ≤ 10kVA | $0.001131 per kWh |
| Secondary > 10 kVA | $0.199939 per billing kVA |
| Primary Service | $0.115646 per billing kVA |
| Lighting Services | $0.026898 per kWh |
* Preliminary, subject to change
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EXPECTED AMORTIZATION SCHEDULE
OUTSTANDING PRINCIPAL BALANCE*
| Tranche A-1 | Tranche A-2 | ||||||
| Payment Date | Amount | Amount | |||||
| Initial Principal Amount | $ | 240,913,000.00 | $ | 160,608,000.00 | |||
| 6/15/2026 | 224,814,127.09 | 160,608,000.00 | |||||
| 12/15/2026 | 213,656,532.90 | 160,608,000.00 | |||||
| 6/15/2027 | 202,259,887.26 | 160,608,000.00 | |||||
| 12/15/2027 | 190,619,068.48 | 160,608,000.00 | |||||
| 6/15/2028 | 178,728,845.16 | 160,608,000.00 | |||||
| 12/15/2028 | 166,583,873.81 | 160,608,000.00 | |||||
| 6/15/2029 | 154,178,696.45 | 160,608,000.00 | |||||
| 12/15/2029 | 141,507,738.16 | 160,608,000.00 | |||||
| 6/15/2030 | 128,565,304.59 | 160,608,000.00 | |||||
| 12/15/2030 | 115,345,579.38 | 160,608,000.00 | |||||
| 6/15/2031 | 101,842,621.56 | 160,608,000.00 | |||||
| 12/15/2031 | 88,050,362.86 | 160,608,000.00 | |||||
| 6/15/2032 | 73,962,605.03 | 160,608,000.00 | |||||
| 12/15/2032 | 59,573,016.98 | 160,608,000.00 | |||||
| 6/15/2033 | 44,875,132.01 | 160,608,000.00 | |||||
| 12/15/2033 | 29,862,344.85 | 160,608,000.00 | |||||
| 6/15/2034 | 14,527,908.73 | 160,608,000.00 | |||||
| 12/15/2034 | - | 159,472,932.31 | |||||
| 6/15/2035 | - | 143,470,017.97 | |||||
| 12/15/2035 | - | 127,062,789.99 | |||||
| 6/15/2036 | - | 110,241,033.40 | |||||
| 12/15/2036 | - | 92,994,275.13 | |||||
| 6/15/2037 | - | 75,311,777.51 | |||||
| 12/15/2037 | - | 57,182,531.59 | |||||
| 6/15/2038 | - | 38,595,250.27 | |||||
| 12/15/2038 | - | 19,538,361.28 | |||||
| 6/15/2039 | - | - | |||||
* Preliminary, subject to change
4
EXPECTED SINKING FUND SCHEDULE*
| Date | Tranche A-1 | Tranche A-2 | |||||
| 6/15/2026 | $ | 16,098,872.91 | - | ||||
| 12/15/2026 | 11,157,594.19 | - | |||||
| 6/15/2027 | 11,396,645.64 | - | |||||
| 12/15/2027 | 11,640,818.78 | - | |||||
| 6/15/2028 | 11,890,223.32 | - | |||||
| 12/15/2028 | 12,144,971.35 | - | |||||
| 6/15/2029 | 12,405,177.36 | - | |||||
| 12/15/2029 | 12,670,958.29 | - | |||||
| 6/15/2030 | 12,942,433.57 | - | |||||
| 12/15/2030 | 13,219,725.21 | - | |||||
| 6/15/2031 | 13,502,957.82 | - | |||||
| 12/15/2031 | 13,792,258.70 | - | |||||
| 6/15/2032 | 14,087,757.83 | - | |||||
| 12/15/2032 | 14,389,588.05 | - | |||||
| 6/15/2033 | 14,697,884.97 | - | |||||
| 12/15/2033 | 15,012,787.16 | - | |||||
| 6/15/2034 | 15,334,436.12 | - | |||||
| 12/15/2034 | 14,527,908.73 | $ | 1,135,067.69 | ||||
| 6/15/2035 | - | 16,002,914.34 | |||||
| 12/15/2035 | - | 16,407,227.98 | |||||
| 6/15/2036 | - | 16,821,756.59 | |||||
| 12/15/2036 | - | 17,246,758.27 | |||||
| 6/15/2037 | - | 17,682,497.62 | |||||
| 12/15/2037 | - | 18,129,245.92 | |||||
| 6/15/2038 | - | 18,587,281.32 | |||||
| 12/15/2038 | - | 19,056,888.99 | |||||
| 6/15/2039 | - | 19,538,361.28 | |||||
| Total Payments(1) | $ | 240,913,000.00 | $ | 160,608,000.00 | |||
* Preliminary, subject to change
| (1) | Totals may not add up due to rounding |
In no event shall the scheduled final payment date for any tranche of the system restoration bonds exceed 14 years from the date of issuance of the system restoration bonds. The legal final maturity of any tranche of the system restoration bonds shall not exceed 15 years from the date of issuance of the system restoration bonds.
5
Weighted Average Life Sensitivity
| -5% (5.34 Standard Deviations from Mean) | -15% (11.71 Standard Deviations from Mean) | |||||||||||||||||||
| Tranche | Expected Weighted Average Life (Years)* | Weighted Average Life (Years)* | Change (Days)*(1) | Weighted Average Life (Years)* | Change (Days)*(1) | |||||||||||||||
| A-1 | 5.16 | 5.16 | 0 | 5.17 | 1 | |||||||||||||||
| A-2 | 11.81 | 11.81 | 0 | 11.81 | 0 | |||||||||||||||
* Preliminary, subject to change
(1) Number is rounded to whole days
There can be no assurance that the weighted average lives of the various tranches of the system restoration bonds will be as shown in the above table.
For the purposes of preparing the chart above, the following assumptions, among others, have been made: (i) the forecast error is constant over the life of the system restoration bonds and is equal to an overestimate of electric customer counts of 5% (5.34 standard deviations from the mean) or 15% (11.71 standard deviations from the mean) as stated in the chart above, (ii) the servicer makes timely and accurate filings to true-up the system restoration charges annually, (iii) customer charge-off rates are held constant at approximately 1.81% for all customers, (iv) REPs remit all system restoration charges 35 calendar days after such charges are billed, (v) the system restoration bonds are issued on September 17, 2025, (vi) there is no acceleration of the final maturity date of the system restoration bonds, and (vii) operating expenses are equal to projections. There can be no assurance that the weighted average lives of the system restoration bonds will be as shown above.
6