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): ~~June 30~~August 23, 2022

CENTERPOINT ENERGY RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Delaware

1-13265

76-0511406

(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		TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
6.625% Senior Notes due 2037		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 21.01. ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

On ~~June~~August 3023, 2022, ~~in connection with an internal restructuring (the “Restructuring”),~~ CenterPoint Energy Resources Corp. (the “Company”), aMizuho ~~wholly owned subsidiary of CenterPoint Energy~~Bank, ~~Inc~~Ltd., (as ~~“CenterPoint~~administrative ~~Energy”)~~agent, ~~acquired~~and ~~100% of: (i)~~ the ~~issued~~banks ~~and~~party ~~outstanding~~thereto ~~stock~~entered ofinto ~~Indiana~~a ~~Gas~~$500 million ~~Company,~~Term ~~Inc.~~Loan ~~(“Indiana~~Agreement ~~Gas”) and~~ (~~ii)~~ the ~~issued~~“Term ~~and~~Loan ~~outstanding membership interests of Vectren Energy Delivery of Ohio, LLC (“VEDO~~Agreement”),. ~~each~~The ofCompany ~~which~~borrowed ~~were~~the ~~wholly~~full ~~owned~~$500 million ~~subsidiaries~~at ofclosing ~~Vectren~~and ~~Utility~~intends ~~Holdings,~~to ~~Inc.~~use ~~(“VUHI”),~~the anproceeds ~~indirect~~thereof ~~subsidiary~~for ofgeneral ~~CenterPoint~~corporate ~~Energy~~purposes. AsThe amaturity ~~result,~~date ~~Indiana~~for ~~Gas~~the ~~and~~borrowings ~~VEDO~~under ~~became wholly owned subsidiaries of~~ the ~~Company~~Term ~~and~~Loan ~~Southern~~Agreement ~~Indiana~~is ~~Gas~~August 22, ~~and Electric Company remained a wholly owned subsidiary of VUHI~~2023.

AsBorrowings ~~previously~~under ~~disclosed,~~the onTerm ~~May 27,~~Loan ~~2022~~Agreement bear interest, at the Company’s ~~completed~~option, ~~private~~at ~~offers~~a rate equal to ~~exchange~~either (~~the~~i) Term ~~“Exchange~~SOFR ~~Offers”)~~(as ~~certain~~defined ofin the ~~outstanding~~Term ~~series~~Loan ofAgreement, ~~guaranteed~~which ~~senior~~includes ~~notes~~an ~~(collectively,~~adjustment ~~the~~of ~~“Existing~~0.10% ~~Notes”~~per annum) ~~issued~~plus bya ~~VUHI~~margin ~~for~~of ~~new~~0.70% ~~senior~~or ~~notes~~(ii) the ~~issued~~Alternate byBase Rate (as defined in the ~~Company.~~Term InLoan ~~connection~~Agreement). ~~with~~The ~~the~~Term ~~Restructuring,~~Loan ~~VUHI~~Agreement ~~repaid~~contains incertain ~~full~~covenants, ~~the~~including ~~Existing~~a ~~Notes~~covenant that requires the Company ~~acquired~~not into ~~the~~exceed ~~Exchange~~a ~~Offers~~specified ratio of debt to consolidated capitalization (excluding, among other things, non-cash reductions to net income).

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 customary fees, including administrative agent fees and other fees.

Mizuho Bank, Ltd. participates in the credit facilities of the Company and its affiliates.

The Term Loan Agreement described above is filed as Exhibit 10.1 to this Current 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 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information regarding the Term Loan Agreement contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

~~(a)~~The ~~Financial~~exhibit ~~Statements~~list 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 ~~Business~~affairs ~~Acquired~~or other matters.

The (i) audited combined financial statements of Indiana Gas and VEDO as of December 31, 2021 and for the year then ended and related Independent Auditor’s Report and (ii) the unaudited combined financial statements of Indiana Gas and VEDO as of March 31, 2022 and for the three-month period then ended were previously filed as Exhibits 99.1 and 99.2, respectively, to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 7, 2022, and are included as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements of the Company as of March 31, 2022 and for the three-month period then ended and the years ended December 31, 2021, 2020 and 2019 giving effect to the Restructuring and related transactions, including such information required by Article 11 of Regulation S-X, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

(d) Exhibits.

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
23.1**		Consent of Deloitte & Touche LLP.
10.1		$500,000,000 Term Loan Agreement dated as of August 23, 2022 among CenterPoint Energy Resources Corp., as Borrower, Mizuho Bank, Ltd., as Administrative Agent, and the banks named therein.
99.1*		Audited combined financial statements of Indiana Gas Company, Inc. and Vectren Energy Delivery of Ohio, Inc. as of December 31, 2021 and for the year then ended and the related Independent Auditor’s Report (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Company on June 7, 2022).
99.2*		Unaudited combined financial statements of Indiana Gas Company, Inc. and Vectren Energy Delivery of Ohio, Inc. as of March 31, 2022 and for the three-month period then ended (incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by the Company on June 7, 2022).
99.3**		Unaudited pro forma condensed combined financial statements of CenterPoint Energy Resources Corp. as of March 31, 2022 and for the years ended December 31, 2021, 2020 and 2019.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

* Previously filed.

** Filed herewith.

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 RESOURCES CORP.
Date: July 5, 2022	By:	/s/ Stacey L. Peterson
Date: August 23, 2022	By:	/s/ Kara Gostenhofer Ryan
		Stacey L. Peterson
		Kara Gostenhofer Ryan
		Senior Vice President and Chief Accounting Officer
		Vice President and Chief Accounting Officer

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