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): ~~October~~February 521, ~~2022~~2023

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
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		~~Trading Symbol~~TradingSymbol(s)		Name of each 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 1.01. Entry into a Material Definitive Agreement.

~~New~~On February 21, 2023, CenterPoint Energy Resources Corp. (“CERC”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), relating to the underwritten public offering of $600,000,000 aggregate principal amount of CERC’s 5.25% Senior Notes due 2028 and ~~Supplemental~~$600,000,000 ~~Indenture~~aggregate principal amount of CERC’s 5.40% Senior Notes due 2033 (collectively, the “Notes”). The offering is being made pursuant to CERC’s registration statement on Form S-3 (Registration No. 333-238617-02).

OnThe ~~October~~Notes are being issued pursuant to the Indenture, dated as of February 51, ~~2022~~1998 (the “~~Settlement~~Base ~~Date~~Indenture”), ~~CenterPoint~~between ~~Energy~~CERC ~~Resources~~(formerly NorAm Energy Corp.) ~~(the~~and ~~“Company”)~~The ~~completed~~Bank ~~its~~of ~~previously~~New ~~announced~~York ~~offer~~Mellon toTrust ~~certain~~Company, ~~eligible~~N.A. ~~holders~~(successor to ~~exchange~~JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as trustee (the “~~Exchange Offer~~Trustee”), ~~any~~ and ~~all~~Supplemental ~~outstanding~~Indenture 6No.~~10%~~ 23 ~~Senior~~to ~~Notes~~the ~~due~~Base ~~2035~~Indenture ~~issued~~to bybe ~~Vectren~~dated ~~Utility~~as ~~Holdings~~of February 23, ~~Inc.~~2023 ~~(predecessor~~between ofCERC ~~Vectren~~and ~~Utility~~the ~~Holdings,~~Trustee ~~LLC~~(the “Supplemental Indenture”),. aThe ~~wholly-owned~~form, ~~indirect~~terms ~~subsidiary~~and provisions of ~~CenterPoint~~the ~~Energy,~~Notes ~~Inc.,~~are ~~for~~further ~~(1)~~described ~~6.10%~~in ~~Senior~~the ~~Notes~~Supplemental ~~due~~Indenture ~~2035~~and ~~issued~~the byprospectus ~~the~~supplement ~~Company~~of ~~(the~~CERC ~~“New~~dated ~~Notes”)~~February 21, 2023, together with ~~registration~~the ~~rights,~~related ~~and~~prospectus ~~(2)~~dated May ~~cash.~~22, In2020, ~~connection~~as filed with the ~~settlement~~Securities ofand ~~the~~ Exchange ~~Offer,~~Commission onunder Rule 424(b)(2) of the ~~Settlement~~Securities ~~Date~~Act of 1933, ~~the~~as ~~Company~~amended, ~~issued~~on ~~$75~~February ~~million~~22, ~~aggregate~~2023, ~~principal~~which ~~amount~~description ofis ~~New~~incorporated ~~Notes~~herein by reference.

The ~~New~~Underwriters ~~Notes will mature on December 1, 2035~~ and ~~bear~~their ~~interest~~affiliates atare ~~the~~full ~~rate~~service offinancial ~~6.10%~~institutions ~~per~~engaged ~~year. Interest on the New Notes will be paid semi-annually~~ in ~~arrears~~various onactivities, ~~June 1~~which ~~and December 1. The Company~~ may ~~redeem~~include ~~the~~securities ~~New Notes~~trading, incommercial ~~whole~~and orinvestment ~~in part~~banking, atfinancial ~~any time~~advisory, atinvestment amanagement, ~~redemption~~investment ~~price~~research, ~~equal~~principal toinvestment, ~~the~~hedging, ~~greater~~financing ofand ~~(1)~~brokerage ~~100%~~activities. ofIn the ~~principal~~ordinary ~~amount~~course of ~~the~~their ~~New~~respective ~~Notes to be redeemed and (2) as determined by the Trustee (as defined below)~~businesses, ~~the~~certain ~~sum~~ of the ~~present~~Underwriters ~~values~~and/or oftheir ~~the~~affiliates ~~remaining~~have ~~scheduled~~engaged, ~~payments of principal~~ and ~~interest~~may onin the ~~New~~future ~~Notes~~engage, ~~discounted~~in tocommercial ~~the~~banking, ~~redemption~~investment ~~date~~banking, ontrust aor ~~semi-annual~~investment ~~basis~~management attransactions ~~the~~with ~~treasury~~CERC ~~rate~~and ~~plus~~its 25affiliates ~~basis~~for ~~points,~~which ~~plus,~~they inhave ~~either case~~received, ~~unpaid~~and ~~interest~~will ~~accrued~~in to the ~~redemption~~future ~~date~~receive, customary compensation.

~~The~~A ~~New~~copy ~~Notes~~of ~~were issued pursuant to~~ the ~~Indenture,~~Underwriting ~~dated as of February 1~~Agreement, ~~1998 (~~the ~~“Base~~ Indenture~~”),~~ ~~between~~and the ~~Company~~form ~~(formerly NorAm Energy Corp.) and The Bank~~ of ~~New~~Supplemental ~~York~~Indenture ~~Mellon Trust Company, N.A.~~ (~~successor~~including tothe ~~JPMorgan~~form ~~Chase Bank, National Association (formerly Chase Bank~~ of ~~Texas, National Association~~Notes)), ashave ~~trustee~~been ~~(the~~filed ~~“Trustee”),~~as ~~and~~Exhibits ~~Supplemental Indenture No~~1. ~~22 to the Base Indenture~~1, ~~dated~~4.1 asand ~~of October 5~~4.2, ~~2022~~respectively, ~~between~~to ~~the~~this ~~Company~~Current ~~and~~Report ~~the~~on ~~Trustee~~Form ~~(the~~8-K ~~“Supplemental Indenture”). The form, terms~~ and ~~provisions of the New Notes~~ are ~~further~~incorporated ~~described~~by inreference ~~the Supplemental Indenture~~herein.

The foregoing descriptions of the Base Indenture and the Supplemental Indenture (including the terms of the New Notes) are qualified in their entirety by reference to the full text of such documents, a copy of which have been filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Registration Rights Agreement

In connection with the issuance of the New Notes, the Company entered into a Registration Rights Agreement with Goldman Sachs & Co. LLC, as dealer manager of the Exchange Offer, dated October 5, 2022 (the “Registration Rights Agreement”), pursuant to which the Company agreed to, among other things, use its commercially reasonable efforts to (1) file a registration statement with the Securities and Exchange Commission on an appropriate registration form with respect to a registered offer to exchange the New Notes for registered notes with terms substantially identical in all material respects to the New Notes (except that the registered notes will not contain terms with respect to transfer restrictions or any increase in annual interest rate), and (2) cause such registration statement to become effective under the Securities Act of 1933, as amended. If the Company fails to satisfy certain obligations under the Registration Rights Agreement, it agreed to pay additional interest to the holders of the New Notes as specified in the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which has been filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K under “New Notes and Supplemental Indenture” is incorporated by reference into this Item 2.03.

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 ~~the Company~~CERC, any other persons, any state of affairs or other matters.

(d)

Exhibits.

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
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 the Company’s Current Report on Form 8-K dated February 5, 1998).
1.1		Underwriting Agreement dated February 21, 2023, among CenterPoint Energy Resources Corp., Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I thereto.
4.2		Supplemental Indenture No. 22, dated as of October 5, 2022, to the Indenture between CenterPoint Energy Resources Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee.
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).
4.3		Registration Rights Agreement, dated as of October 5, 2022, between CenterPoint Energy Resources Corp. and Goldman Sachs & Co. LLC.
4.2		Form of Supplemental Indenture No. 23, to be 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.
4.4		Form of Notes (included in Exhibit 4.2 hereto).
4.3		Form of Notes (included in Exhibit 4.2 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: October 5, 2022

/s/ Kara Gostenhofer Ryan

Date: February 22, 2023

/s/ Kara Gostenhofer Ryan

Kara Gostenhofer Ryan

Vice President and Chief Accounting Officer

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