Item 7.01. Regulation FD Disclosure.




On October 4, 2022, CenterPoint Energy Resources Corp. ("CERC") and Vectren
Utility Holdings, LLC ("VUH"), each wholly-owned indirect subsidiaries of
CenterPoint Energy, Inc. ("CenterPoint Energy"), announced that, in connection
with the
previously announced offer to eligible holders (as defined herein) to exchange
(the "Exchange Offer") any and all outstanding notes issued by Vectren Utility
Holdings, Inc. (predecessor of VUH) as set forth in the table below (the
"Existing VUH Notes") for (1) up to $75,000,000 aggregate principal amount of
new notes issued by CERC (the "New CERC Notes") and (2) cash, and related
consent solicitation by VUH (the "Consent Solicitation") to adopt certain
proposed amendments to the indenture governing the Existing VUH Notes, as of
11:59 p.m., New York City time, on October 3, 2022 (the "Expiration Date"), the
following principal amount of Existing VUH Notes were validly tendered and not
validly withdrawn (and consents thereby validly given and not validly revoked):


                                 CUSIP Number
                                      of                 ISIN of                Aggregate                  Existing VUH Notes Tendered
Title of Series of Existing      Existing VUH         Existing VUH           Principal Amount
         VUH Notes                  Notes                 Notes                Outstanding            Principal Amount           Percentage
6.10% Senior Notes due 2035         92239MAG6           US92239MAG69        $       75,000,000        $      75,000,000               100.00 %


Because all of the holders of outstanding Existing VUH Notes validly tendered
and did not validly withdraw their Existing VUH Notes, VUH intends to cancel all
Existing VUH Notes and discharge the indenture governing the Existing VUH Notes.

The Exchange Offer and the Consent Solicitation were made pursuant to the terms
and subject to the conditions set forth in the offering memorandum and consent
solicitation statement dated as of September 6, 2022 (as amended, the "Offering
Memorandum and Consent Solicitation Statement"). The settlement of the Exchange
Offer and the Consent Solicitation is expected to take place on October 5, 2022.

The Exchange Offer was only made, and documents relating to the Exchange Offer
were only distributed, to holders of Existing VUH Notes who completed and
returned an eligibility letter confirming that they are persons (a) in the
United States who are "qualified institutional buyers" as defined in Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act"), or (b) that
are outside the United States who are not "U.S. persons" as defined in Rule 902
under the Securities Act and who were eligible to participate in the Exchange
Offer pursuant to the laws of the applicable jurisdiction, as set forth in the
eligibility letter (such holders, "eligible holders"). The complete terms and
conditions of the Exchange Offer and the Consent Solicitation are described in
the Offering Memorandum and Consent Solicitation Statement. Global Bondholder
Services Corporation is acting as the exchange agent and information agent in
connection with the Exchange Offer and the Consent Solicitation. Questions or
requests for assistance relating to the Exchange Offer may be directed to Global
Bondholder Services Corporation at (212)
430-3774
or (855)
654-2015
or
contact@gbsc-usa.com
.

This Current Report on Form
8-K
(this "Report") does not constitute an offer to sell or purchase, or a
solicitation of an offer to sell or purchase, or the solicitation of tenders or
consents with respect to, any security. No offer, solicitation, purchase or sale
was made in any jurisdiction in which such an offer, solicitation, or sale would
be unlawful. The Exchange Offer and the Consent Solicitation were made to
eligible holders solely pursuant to the Offering Memorandum and Consent
Solicitation Statement and only to such persons and in such jurisdictions as
permitted under applicable law.

The New CERC Notes have not been registered with the Securities and Exchange
Commission under the Securities Act or any state or foreign securities laws. In
connection with the issuance of the New CERC Notes, CERC will enter into a
registration rights agreement pursuant to which it will agree to exchange the
New CERC Notes for registered notes having substantially the same terms as the
New CERC Notes or, in certain circumstances, to register

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the resale of New CERC Notes with the Securities and Exchange Commission. Until
they are registered, the New CERC Notes may not be offered or sold in the United
States or to any U.S. person except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act.

Cautionary Statement Regarding Forward-Looking Information



This Report includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. When used in this Report, the
words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"forecast," "goal," "intend," "may," "objective," "plan," "potential,"
"predict," "projection," "should," "target," "will" or similar words are
intended to identify forward-looking statements. These forward-looking
statements are based upon assumptions of management which are believed to be
reasonable at the time made and are subject to significant risks and
uncertainties. Actual events and results may differ materially from those
expressed or implied by these forward-looking statements. Forward-looking
statements in this Report include any statements that are not historical facts.
Each forward-looking statement contained in this Report speaks only as of the
date of this Report.

Important factors that could cause actual results to differ materially from
those indicated by the provided forward-looking information include, but are not
limited to, risks and uncertainties relating to: (1) CenterPoint Energy's
business strategies and strategic initiatives, restructurings, joint ventures
and acquisitions or dispositions of assets or businesses, including the
completed sale of its Natural Gas businesses in Arkansas and Oklahoma and the
internal restructuring of certain subsidiaries, which we cannot assure you will
have the anticipated benefits to us; (2) industrial, commercial and residential
growth in CenterPoint Energy's service territories and changes in market demand;
(3) CenterPoint Energy's ability to fund and invest planned capital and the
timely recovery of its investments; (4) financial market and general economic
conditions, including access to debt and equity capital and the effect on sales,
prices and costs; (5) continued disruptions to the global supply chain and
increases in commodity prices; (6) actions by credit rating agencies, including
any potential downgrades to credit ratings; (7) the timing and impact of
regulatory proceedings and actions and legal proceedings, including those
related to the February 2021 winter storm event; (8) legislative decisions,
including tax and developments related to the environment such as global climate
change, air emissions, carbon, waste water discharges and the handling of coal
combustion residuals, among others, and CenterPoint Energy's net zero and carbon
emissions reduction goals; (9) the impact of the
COVID-19
pandemic; (10) the recording of impairment charges; (11) weather variations and
CenterPoint Energy's ability to mitigate weather impacts, including impacts from
the February 2021 winter storm event; (12) changes in business plans;
(13) CenterPoint Energy's ability to execute on its initiatives, targets and
goals, including its net zero and carbon emissions reduction goals and
operations and maintenance goals; and (14) other factors discussed CenterPoint
Energy's and CERC's Annual Report on Form
10-K
for the fiscal year ended December 31, 2021 and CenterPoint Energy's and CERC's
Quarterly Reports on Form
10-Q
for the quarters ended March 31, 2022 and June 30, 2022, including in the "Risk
Factors" and "Cautionary Statement Regarding Forward-Looking Information"
sections of such reports, and other reports CenterPoint Energy or its
subsidiaries may file from time to time with the Securities and Exchange
Commission.

The information in this Report is being furnished pursuant to Item 7.01 of Form
8-K
and is not deemed "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), is not subject to the liabilities
of that section and is not deemed incorporated by reference in any filing under
the Securities Act, as amended, or the Exchange Act.

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