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): ~~August~~September 236, 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.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification 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))

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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 ~~exchangeon~~exchange 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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~Disclosure

OnAs ~~August~~previously disclosed, on June 2330, 2022 and in connection with an internal restructuring (the “Restructuring”), CenterPoint Energy Resources Corp. (~~the~~ “~~Company~~CERC”), ~~Mizuho~~acquired ~~Bank,~~100% ~~Ltd.,~~of: as(i) the ~~administrative~~issued ~~agent,~~ and ~~the~~outstanding ~~banks~~capital ~~party~~stock ~~thereto~~of ~~entered~~Indiana ~~into~~Gas aCompany, ~~$500 million~~Inc. ~~Term~~(“Indiana ~~Loan~~Gas”) ~~Agreement~~and (ii) the ~~“Term~~issued ~~Loan~~and ~~Agreement~~outstanding membership interests of Vectren Energy Delivery of Ohio, LLC (“VEDO”)., ~~The~~each ~~Company~~of ~~borrowed~~which ~~the~~were ~~full~~a ~~$500 million~~wholly atowned ~~closing~~subsidiary ~~and~~of ~~intends~~Vectren toUtility ~~use~~Holdings, ~~the~~LLC, ~~proceeds~~an ~~thereof~~indirect ~~for~~wholly ~~general~~owned ~~corporate~~subsidiary ~~purposes.~~of ~~The~~CenterPoint ~~maturity~~Energy, ~~date~~Inc. ~~for~~As ~~the~~a ~~borrowings~~result, ~~under~~Indiana ~~the~~Gas ~~Term~~and ~~Loan~~VEDO ~~Agreement~~became isdirect ~~August 22,~~wholly-owned ~~2023~~subsidiaries of CERC.

~~Borrowings~~This ~~under~~Current ~~the~~Report ~~Term~~on ~~Loan~~Form ~~Agreement~~8-K ~~bear~~is ~~interest,~~being atfiled to provide the ~~Company’s~~combined ~~option,~~financial atinformation aof ~~rate~~Indiana ~~equal~~Gas toand ~~either~~VEDO ~~(i) Term~~included ~~SOFR~~in ~~(as~~Exhibit ~~defined~~99.1. inExhibit 99.1 includes the ~~Term~~unaudited ~~Loan~~combined ~~Agreement,~~financial ~~which~~statements ~~includes~~of anIndiana ~~adjustment~~Gas and VEDO as of 0June 30, 2022 and for the three- and six-month periods then ended.~~10%~~ ~~per~~Exhibit ~~annum)~~99.1 ~~plus~~is afurnished, ~~margin~~not offiled, 0pursuant to Item 7.~~70%~~01. orAccordingly, ~~(ii)~~ none of the ~~Alternate~~information ~~Base~~will ~~Rate~~be ~~(as~~deemed ~~defined~~“filed” infor purposes of Section 18 of the ~~Term~~Securities ~~Loan~~Exchange ~~Agreement).~~Act ~~The~~of ~~Term~~1934, ~~Loan~~as ~~Agreement~~amended ~~contains~~(the ~~certain~~“Exchange ~~covenants~~Act”), ~~including~~or aotherwise ~~covenant~~subject to the liability of that ~~requires~~section, as amended, and the ~~Company~~information in Exhibit 99.1 will not tobe ~~exceed~~incorporated aby ~~specified~~reference ~~ratio~~into ofany ~~debt~~registration tostatement ~~consolidated~~filed ~~capitalization~~by ~~(excluding,~~CERC ~~among~~under ~~other~~the ~~things~~Securities Act of 1933, ~~non-cash reductions~~ toas ~~net~~amended, ~~income)~~unless specifically identified as being incorporated by reference.

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.

~~The~~Exhibit ~~exhibit list below is filed herewith~~99.1 ~~The Term Loan Agreement included as an exhibit~~ is ~~included~~furnished, ~~only~~not tofiled, ~~provide~~pursuant ~~information~~ to ~~investors~~Item ~~regarding its terms~~7.01. ~~The~~Accordingly, ~~Term~~none ~~Loan~~of ~~Agreement~~the ~~listed~~information ~~below~~will ~~may~~be ~~contain~~deemed ~~representations,~~“filed” ~~warranties~~for ~~and~~purposes ~~other~~of ~~provisions~~Section 18 ~~that~~of ~~were~~the ~~made~~Exchange Act, ~~among~~or ~~other~~otherwise ~~things,~~subject to ~~provide~~ the ~~parties~~liability ~~thereto~~of ~~with~~that ~~specified~~section, ~~rights~~as amended, and ~~obligations~~the ~~and~~information toin ~~allocate~~Exhibit ~~risk~~99.1 ~~among~~will ~~them,~~not ~~and~~be ~~such~~incorporated ~~agreement~~by ~~should~~reference ~~not~~into beany ~~relied~~registration ~~upon~~statement asfiled ~~constituting~~by orCERC ~~providing~~under ~~any~~the ~~factual~~Securities ~~disclosures~~Act ~~about~~of us1933, ~~any~~as ~~other persons~~amended, ~~any~~unless ~~state~~specifically ofidentified ~~affairs~~as orbeing ~~other~~incorporated ~~matters~~by reference.

(d) Exhibits.

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
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		Unaudited combined financial statements of Indiana Gas Company, Inc. and Vectren Energy Delivery of Ohio, LLC as of June 30, 2022 and for the three- and six-month periods then ended.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: August 23, 2022

/s/ Kara Gostenhofer Ryan

Date: September 6, 2022

/s/ Kara Gostenhofer Ryan

Kara Gostenhofer Ryan

Vice President and Chief Accounting Officer

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