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): ~~March 23~~May 1, 2023

CENTERPOINT ENERGY RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-13265	76-0511406
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(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~~Trading Symbol(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 1.0201 ~~Termination~~Entry ofinto a Material Definitive Agreement.

On ~~March~~May 231, 2023, CenterPoint Energy Resources Corp. (“CERC”) entered into an Underwriting Agreement (the “~~Company~~Underwriting Agreement”) ~~delivered~~with anBarclays ~~irrevocable~~Capital ~~notice~~Inc., toGoldman ~~Mizuho~~Sachs & ~~Bank~~Co. LLC, ~~Ltd~~J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as ~~administrative~~representatives ~~agent~~of ~~for~~ the ~~banks~~several ~~parties~~Underwriters tonamed ~~the~~in ~~Term~~Schedule ~~Loan~~I ~~Agreement~~to ~~dated~~the ~~August 23,~~Underwriting ~~2022~~Agreement (the “~~Term Loan Agreement~~Underwriters”), ~~that~~relating to the ~~Company~~underwritten ~~will~~public ~~make~~offering anof ~~optional~~$300,000,000 ~~prepayment~~aggregate principal amount of ~~the~~CERC’s ~~full~~5.25% ~~outstanding~~Senior ~~amount~~Notes ofdue 2028 (the ~~Term~~“New ~~Loan~~Notes”). ~~Agreement~~The onNew ~~March 28,~~Notes ~~2023,~~constitute ~~including~~an ~~accrued~~additional ~~and~~issuance ~~unpaid~~of ~~interest~~CERC’s ~~through~~5.25% ~~March~~Senior Notes due 2028 previously issued on February 2823, 2023. ~~The~~in an aggregate principal amount of ~~the~~$600,000,000 ~~prepayment~~and isform ~~approximately~~a ~~$500~~single series with such notes.~~4 million.~~ ~~Following~~Upon the ~~prepayment~~issuance of the New Notes, the ~~Term~~aggregate ~~Loan~~principal ~~Agreement~~amount ~~and~~outstanding ~~all~~of ~~obligations~~CERC’s ~~thereunder~~5.25% Senior Notes due 2028 will be ~~terminated~~$900,000,000. inThe ~~its~~offering ~~entirety~~is being made pursuant to CERC’s registration statement on Form S-3 (Registration No. 333-238617-02).

The ~~bank~~New ~~parties~~Notes are being issued pursuant to the ~~Term~~Indenture, ~~Loan~~dated ~~Agreement~~as ~~and~~of ~~its~~February 1, ~~affiliates~~1998 ~~have~~(the ~~performed~~“Base ~~depository~~Indenture”), between CERC (formerly NorAm Energy Corp.) and ~~other~~The ~~banking~~Bank of New York Mellon Trust Company, ~~investment~~N.A. ~~banking~~(successor to JPMorgan Chase Bank, ~~trust~~National Association (formerly Chase Bank of Texas, ~~investment~~National ~~management~~Association)), ~~and~~as ~~advisory~~trustee ~~services~~(the ~~for~~“Trustee”), Supplemental Indenture No. 23 to the ~~Company~~Base Indenture dated February 23, 2023 between CERC and ~~its~~the ~~affiliates~~Trustee ~~from~~(the ~~time~~“Twenty-Third Supplemental Indenture”), and Supplemental Indenture No. 24 to ~~time~~the ~~for~~Base ~~which~~Indenture ~~they~~to ~~have~~be ~~received~~dated ~~customary~~as ~~fees~~of May 3, 2023 between CERC and ~~expenses~~the Trustee (the “Twenty-Fourth Supplemental Indenture” and, ~~may~~together with the Twenty-Third Supplemental Indenture, ~~from~~the ~~time~~“Supplemental toIndentures”). ~~time~~The form, ~~engage~~terms and provisions of the New Notes are further described in ~~transactions~~the ~~with~~Supplemental Indentures and ~~perform~~the ~~services~~prospectus ~~for~~supplement of CERC dated May 1, 2023, together with the ~~Company~~related prospectus dated May 22, 2020, as filed with the Securities and ~~its~~Exchange ~~affiliates~~Commission inunder Rule 424(b)(2) of the ~~ordinary~~Securities ~~course~~Act of ~~its~~1933, ~~business~~as amended, on May 2, 2023, which description is incorporated herein by reference.

~~Item 8~~The Underwriters and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.01 ~~Other~~In ~~Events~~the ordinary course of their respective businesses, certain of the Underwriters and/or their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, trust or investment management transactions with CERC and its affiliates for which they have received, and will in the future receive, customary compensation.

OnA ~~March 23,~~copy ~~2023,~~of the ~~Company,~~Underwriting ~~as a participating gas utility~~Agreement, ~~received approximately $1,092,935,692 as its portion of~~ the ~~net~~Base ~~proceeds from the sale of the Customer Rate Relief (Winter Storm Uri)~~Indenture, ~~Taxable Series 2023 Bonds issued by~~ the ~~Texas Natural Gas Securitization Finance Corporation (the “TNG Corporation”). The TNG Corporation is a Texas non~~Twenty-~~profit~~Third ~~corporation,~~Supplemental ~~duly~~Indenture ~~constituted public authority~~ and ~~instrumentality of~~ the ~~state~~form of ~~Texas~~Twenty-Fourth ~~created~~Supplemental byIndenture ~~the~~(including ~~Texas Public Finance Authority for~~ the ~~purpose~~form of ~~allowing~~New ~~certain~~Notes) ~~participating~~have ~~gas~~been ~~utilities~~filed toas ~~recover~~Exhibits ~~all~~1.1, or4.1, a4.2 ~~portion of their respective extraordinary costs incurred to secure natural gas supplies~~ and ~~to provide natural gas service during the North American winter storm that occurred in February 2021~~4.3, ~~The~~respectively, ~~Company intends~~ to ~~use~~this ~~its~~Current ~~portion~~Report ofon ~~the~~Form ~~net~~8-K ~~proceeds~~and toare ~~repay~~incorporated ~~certain~~by ~~indebtedness~~reference ~~due within the next 12 months, including the Term Loan Agreement~~herein.

Item 9.01.

Financial Statements and Exhibits.

The exhibits listed below are filed herewith.

Agreements and forms of agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements and forms of agreements 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 no such agreement or form of agreement should be relied upon as constituting or providing any factual disclosures about CERC, any other persons, any state of affairs or other matters.

(d) Exhibits.


EXHIBIT NUMBER		EXHIBIT DESCRIPTION

1.1		Underwriting Agreement dated May 1, 2023, among CenterPoint Energy Resources Corp., Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Underwriters named in Schedule I thereto.

4.1		Indenture dated as of February 1, 1998, between CenterPoint Energy Resources Corp. (formerly NorAm Energy Corp.) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas)), as trustee (the “Indenture”) (incorporated by reference to Exhibit 4.1 to CERC’s Current Report on Form 8-K dated February 5, 1998).

4.2		Supplemental Indenture No. 23, dated as of February 23, 2023, to the Indenture between CenterPoint Energy Resources Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.6 to CERC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).

4.3		Form of Supplemental Indenture No. 24, to be dated as of May 3, 2023, to the Indenture between CenterPoint Energy Resources Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.4		Form of New Notes (included in Exhibit 4.3 hereto).

5.1		Opinion of Baker Botts L.L.P.

23.1		Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).

104		Cover Page Interactive Data File (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: March 27, 2023

/s/ Kara Gostenhofer Ryan

Date: May 2, 2023

/s/ Kara Gostenhofer Ryan

Kara Gostenhofer Ryan

Vice President and Chief Accounting Officer

Filing Compare · CENTERPOINT ENERGY RESOURCES CORP