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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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
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| Item 8.01 | Other Events. |
As previously reported, on February 1, 2019, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 21, 2018, by and among CenterPoint Energy, Inc. (“CenterPoint Energy”), Vectren Corporation, an Indiana corporation (“Vectren”), and Pacer Merger Sub, Inc., an Indiana corporation and wholly owned subsidiary of CenterPoint Energy (“Merger Sub”), CenterPoint Energy, Vectren and Merger Sub consummated the previously announced agreement to merge Merger Sub with and into Vectren (the “Merger”), with Vectren continuing as the surviving corporation and as a wholly owned subsidiary of CenterPoint Energy.
This Current Report on Form 8-K is being filed to provide consolidated financial statements of Vectren and pro forma condensed combined financial information relating to the Merger, each of which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The audited consolidated financial statements of Vectren as of December 31, 2018 and 2017, and for the years ended December 31, 2018, 2017 and 2016, and the notes related thereto and the related Independent Auditor’s Report, are attached hereto as Exhibit 99.1 and are incorporated by reference herein.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information relating to the Merger is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits
| EXHIBIT NUMBER |
EXHIBIT DESCRIPTION | |||
| 23.1 |
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| 99.1 |
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| 99.2 |
Unaudited pro forma condensed combined financial information relating to the Merger | |||
| 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, INC. | ||||||
| Date: August 12, 2019 |
By: |
/s/ Kristie L. Colvin | ||||
| Kristie L. Colvin | ||||||
| Senior Vice President and Chief Accounting Officer | ||||||