UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 8.01. | Other Events |
CenterPoint Energy Resources Corp. (“CERC”) and CenterPoint Energy, Inc. (“CenterPoint Energy”) anticipate completing an internal restructuring (the “Proposed Restructuring”) on June 30, 2022, pursuant to which CERC will acquire 100% of: (i) the issued and outstanding capital stock of Indiana Gas Company, Inc. (“Indiana Gas”) and (ii) the issued and outstanding membership interests of Vectren Energy Delivery of Ohio, LLC (“VEDO”). Currently, the capital stock of Indiana Gas and VEDO are held by Vectren Utility Holdings, Inc., an indirect wholly-owned subsidiary of CenterPoint Energy (“VUHI”). VEDO will convert from an Ohio corporation to an Ohio limited liability company. As a result of the Proposed Restructuring, Indiana Gas and VEDO will become direct wholly-owned subsidiaries of CERC and Southern Indiana Gas and Electric Company will remain a wholly-owned subsidiary of VUHI.
This Current Report on Form 8-K is being filed to provide the combined financial statements of Indiana Gas and VEDO, which are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited combined financial statements of Indiana Gas and VEDO as of December 31, 2021 and for the year then ended and the related Independent Auditor’s Report are attached hereto as Exhibit 99.1.
The unaudited combined financial statements of Indiana Gas and VEDO as of March 31, 2022 and for the three-month period then ended are attached hereto as Exhibit 99.2.
(d) Exhibits.
| EXHIBIT NUMBER |
EXHIBIT DESCRIPTION | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
| 99.1 | Audited combined financial statements of Indiana Gas Company, Inc. and Vectren Energy Delivery of Ohio, Inc. as of December 31, 2021 and for the year then ended and the related Independent Auditor’s Report. | |
| 99.2 | Unaudited combined financial statements of Indiana Gas Company, Inc. and Vectren Energy Delivery of Ohio, Inc. as of March 31, 2022 and for the three-month period 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: June 7, 2022 | By: | /s/ Stacey L. Peterson | ||||
| Stacey L. Peterson | ||||||
| Senior Vice President and Chief Accounting Officer | ||||||