Item 7.01. Regulation FD Disclosure.




On September 20, 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 (the
"Proposed Amendments"), as of 5:00 p.m., New York City time, on September 19,
2022, the following principal amount of Existing VUH Notes have been validly
tendered and not validly withdrawn (and consents thereby validly given and not
validly revoked):

                            CUSIP                              Aggregate
  Title of Series         Number of                            Principal

Existing VUH Notes Tendered

of Existing Existing VUH ISIN of Existing Amount


     VUH Notes              Notes             VUH Notes       Outstanding   Principal Amount   Percentage
6.10% Senior Notes
     due 2035             92239MAG6         US92239MAG69      $75,000,000

$71,532,000 95.38%




In addition, VUH has received the requisite number of consents to adopt the
Proposed Amendments with respect to the Existing VUH Notes that are subject to
the Exchange Offer and the Consent Solicitation. VUH intends to enter into a
supplemental indenture with the trustee for the Existing VUH Notes effecting the
Proposed Amendments (the "Supplemental Indenture") that will become operative
upon consummation of the Exchange Offer.

On September 20, 2022, CERC and VUH also announced that the Early Tender Date
has been extended to the Expiration Date (as defined herein) of the Exchange
Offer and the Consent Solicitation. Accordingly, eligible holders (as defined
below) who validly tender (and do not validly withdraw) their Existing VUH Notes
at or before such time will be eligible to receive, on the settlement date, the
applicable Total Exchange Consideration as defined and described in the Offering
Memorandum and Consent Solicitation Statement (as defined herein). Withdrawal
rights for the Exchange Offer and the Consent Solicitation expired as of 5:00
p.m., New York City time, on September 19, 2022 and have not been extended.
Other than the extension of the Early Tender Date described herein, the terms
and conditions of the Exchange Offer and the Consent Solicitation remain as set
forth in the Offering Memorandum and Consent Solicitation Statement.

The Exchange Offer and the Consent Solicitation will expire at 11:59 p.m., New
York City time, on October 3, 2022, unless extended (the "Expiration Date"). The
settlement date will be promptly after the Expiration Date and is expected to be
within two business days after the Expiration Date.

The Exchange Offer and the Consent Solicitation are being 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 hereby
and as it may be further amended or supplemented, the "Offering Memorandum and
Consent Solicitation Statement"). The Exchange Offer and the Consent
Solicitation are subject to the satisfaction of certain conditions described in
the Offering Memorandum and Consent Solicitation Statement. CERC, in its sole
discretion, may terminate, withdraw, amend, delay or extend the Exchange Offer
and may extend the Expiration Date with respect to the Exchange Offer, subject
to the terms and conditions set forth in the Offering Memorandum and Consent
Solicitation Statement. Any such termination, withdrawal, amendment, delay or
extension by CERC will automatically terminate, withdraw, amend, delay or extend
the Consent Solicitation, as applicable.

The Exchange Offer is only being made, and documents relating to the Exchange
Offer are only being distributed, to holders of Existing VUH Notes who complete
and return 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 are eligible to participate in the Exchange
Offer pursuant to

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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, as amended hereby, a copy of
which may be obtained by contacting Global Bondholder Services Corporation, the
exchange agent and information agent in connection with the Exchange Offer and
the Consent Solicitation, at (212)
430-3774
or (855)
654-2015
or
contact@gbsc-usa.com
. The eligibility letter is available electronically at:
https://gbsc-usa.com/eligibility/centerpoint
.

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
will be made in any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Exchange Offer and the Consent Solicitation are being
made to eligible holders solely pursuant to the Offering Memorandum and Consent
Solicitation Statement and only to such persons and in such jurisdictions as is
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 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

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"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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