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 2129, 2023


Commission file number	Registrant, State of Incorporation or Organization, Address of Principal Executive Offices and Telephone Number	IRS Employer Identification Number
001-03553	SOUTHERN INDIANA GAS AND ELECTRIC COMPANY (an Indiana corporation) 211 NW Riverside Drive Evansville, IN 47708 (812) 491-4000	35-0672570

333-270851-01	SIGECO SECURITIZATION I, LLC (a Delaware limited liability company) 211 NW Riverside Drive, Suite 800-04 Evansville, IN 47708 (812) 491-4141	92-2762878

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(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year

On June 29, 2023, the Limited Liability Company Agreement of SIGECO Securitization I, LLC, a Delaware limited liability company (the “Issuing Entity”), was amended and restated (the “A&R LLC Agreement”) in the form previously disclosed on the Issuing Entity’s Current Report on Form

8-K

filed with the Securities and Exchange Commission on June 23, 2023 and described in the Prospectus (as defined below). The A&R LLC Agreement was adopted by Southern Indiana Gas and Electric Company, the sole member of the Issuing Entity.

Item 8.01.

Other Events

On June 29, 2023, the Issuing Entity issued $341,450,000 aggregate principal amount of its Series

2023-A

Senior Secured Securitization Bonds (the “Securitization Bonds”), pursuant to an Indenture, dated as of June 29, 2023, by and among the Issuing Entity, U.S. Bank Trust Company, National Association, as Indenture Trustee (the “Trustee”), and U.S. Bank National Association, as Securities Intermediary, as supplemented by the Series Supplement (together, the “Indenture”), dated as of June 29, 2023, by and between the Issuing Entity and the Trustee. The Securitization Bonds were offered pursuant to the Prospectus dated June 21, 2023 (the “Prospectus”). In connection with the issuance of the Securitization Bonds, SIGECO and the Issuing Entity are filing the exhibits listed in Item 9.01, which are annexed hereto as exhibits to this Current Report on Form

The Underwriting Agreement contains customary representations, warranties and agreements by SIGECO and customary conditions to closing, indemnification obligations of SIGECO, on the one hand, and the Underwriters, on the other hand, including for liabilities under the Securities Act of 1933, as amended, obligations of the parties and termination provisions.

8-K.

Affiliations

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective affiliates have provided in the past and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for CenterPoint Energy or its subsidiaries for which they will receive customary fees. One of the underwriters, Barclays Capital Inc., provided advisory services to SIGECO in connection with SIGECO’s proceedings before the Indiana Utility Regulatory Commission (Cause No. 45722) relating to the financing order issued on January 4, 2023, and received a $315,000 fee for such services.

The Trustee and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial and investment banking services for CenterPoint Energy or its subsidiaries for which they received or will receive customary fees and expenses.

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

The information included in Item 1.01 above with respect to the Bonds to be issued and the Indenture and Series Supplement to be entered into is incorporated herein by reference.

Item 8.01. Other Events

The information included in Item 1.01 above with respect to the offering and purchase and sale of the Bonds, and other agreements to be executed and delivered in connection with the closing of the purchase and sale of the Bonds, including a Securitization Property Servicing Agreement, a Securitization Property Purchase and Sale Agreement, an Administration Agreement and an Amended and Restated Limited Liability Company Agreement, is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
ExhibitNo.		Description
1.1		Underwriting Agreement among SIGECO Securitization I, LLC, Southern Indiana Gas and Electric Company, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein, dated June 21, 2023.
3.1		Amended and Restated Limited Liability Company Agreement of SIGECO Securitization I, LLC, dated as of June 29, 2023.
3.1		Amended and Restated Limited Liability Company Agreement of SIGECO Securitization I, LLC, to be dated as of June 29, 2023.
4.1		Indenture by and among SIGECO Securitization I, LLC, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary (including the forms of the Bonds and the Series Supplement), dated as of June 29, 2023.
4.1		Indenture by and among SIGECO Securitization I, LLC, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary (including the forms of the Bonds and the Series Supplement), to be dated as of June 29, 2023.
4.2		Series Supplement between SIGECO Securitization I, LLC and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of June 29, 2023.
10.1		Securitization Property Servicing Agreement between SIGECO Securitization I, LLC and Southern Indiana Gas and Electric Company, as Servicer, to be dated as of June 29, 2023.
5.1		Opinion of Baker Botts L.L.P. with respect to legality.
10.2		Securitization Property Purchase and Sale Agreement between SIGECO Securitization I, LLC and Southern Indiana Gas and Electric Company, as Seller, to be dated as of June 29, 2023.
8.1		Opinion of Baker Botts L.L.P. with respect to federal tax matters.
10.3		Administration Agreement between SIGECO Securitization I, LLC and Southern Indiana Gas and Electric Company, as Administrator, to be dated as of June 29, 2023.
10.1		Securitization Property Servicing Agreement between SIGECO Securitization I, LLC and Southern Indiana Gas and Electric Company, as Servicer, dated as of June 29, 2023.
10.2		Securitization Property Purchase and Sale Agreement between SIGECO Securitization I, LLC and Southern Indiana Gas and Electric Company, as Seller, dated as of June 29, 2023.
10.3		Administration Agreement between SIGECO Securitization I, LLC and Southern Indiana Gas and Electric Company, as Administrator, dated as of June 29, 2023.
23.1		Consent of Baker Botts L.L.P. (included as part of its opinions filed as Exhibits 5.1 and 8.1).
99.1		Opinion of Baker Botts L.L.P. with respect to U.S. constitutional matters.
99.2		Opinion of Barnes & Thornburg LLP with respect to Indiana constitutional matters.
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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: June 2329, 2023


SOUTHERN INDIANA GAS AND ELECTRIC COMPANY

By:		/s/ Kara Gostenhofer Ryan
		Kara Gostenhofer Ryan
		Vice President

SIGECO SECURITIZATION I, LLC

By:		/s/ Kara Gostenhofer Ryan
		Kara Gostenhofer Ryan
		Vice President

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