Attached files

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EX-31.1 - EX-31.1 - CenterPoint Energy Transition Bond CO II, LLCh80984exv31w1.htm
EX-99.4 - EX-99.4 - CenterPoint Energy Transition Bond CO II, LLCh80984exv99w4.htm
EX-31.2 - EX-31.2 - CenterPoint Energy Transition Bond CO II, LLCh80984exv31w2.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                          to                                          
Commission File Number 333-121505
CenterPoint Energy Transition Bond Company II, LLC
(Exact name of registrant as specified in its charter)
     
Delaware   59-3790472
(State or other jurisdiction of incorporation
or organization)
  (I.R.S. Employer Identification Number)
     
1111 Louisiana, Suite 4655B
Houston, Texas 77002

(Address and zip code of principal executive offices)
  (713) 207-5222
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer þ   Smaller reporting company o
    (Do not check if a smaller reporting company)
     Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No þ
     The aggregate market value of the member’s equity held by non-affiliates of the registrant as of June 30, 2010: None
 
 

 


 

PART I
Item 3.   Legal Proceedings.
     None.
PART II
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
There is no established public trading market for our equity securities. All of our equity is owned by CenterPoint Houston Electric, LLC. As of December 31, 2010, the sole record holder of the transition bonds was Cede & Co., as nominee of the Depository Trust Company. The transition bonds are not listed on any national securities exchange.
PART III
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
     None.
Item 13.   Certain Relationships and Related Transactions, and Director Independence.
     None.
PART IV
Item 15.   Exhibits and Financial Statement Schedules.
See the Index to Exhibits which appears following the signature page to this report.

 


 

SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, the State of Texas, on the 25th day of March, 2011.
         
  CENTERPOINT ENERGY TRANSITION BOND
COMPANY II, LLC
(Registrant)
 
 
  By:   /s/ Marc Kilbride    
    Marc Kilbride   
    Manager   
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 25, 2011.
     
Signature   Title
     
/s/ Gary L. Whitlock
 
(Gary L. Whitlock)
  President and Manager
(Principal Executive Officer)
/s/ Marc Kilbride
 
(Marc Kilbride)
  Vice President, Treasurer and Manager
(Principal Financial Officer)
/s/ Walter L. Fitzgerald
 
(Walter L. Fitzgerald)
  Senior Vice President, Chief Accounting Officer and Manager
(Principal Accounting Officer)
/s/ Bernard J. Angelo
 
(Bernard J. Angelo)
  Manager
/s/ Timothy O’Connor
 
(Timothy O’Connor)
  Manager
/s/ Marc Kilbride
 
(Marc Kilbride)
  Vice President and Treasurer of
CenterPoint Energy Houston Electric, LLC
(Senior Officer in Charge of Servicing Function)

 


 

CENTERPOINT ENERGY TRANSITION BOND COMPANY II, LLC
EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K
For Fiscal Year Ended December 31, 2010
INDEX TO EXHIBITS
     Exhibits not incorporated by reference to a prior filing are designated by a cross (+); all exhibits not so designated are incorporated herein by reference to a prior filing as indicated.
                 
        Report or Registration   SEC File or    
Exhibit Number   Description   Statement   Registration Number   Exhibit References
 
3.1
  Limited Liability Company Agreement of CenterPoint Energy Transition Bond Company II, LLC   Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed with the SEC on September 12, 2005   333-121505   3.2
 
               
3.2
  Certificate of Formation of CenterPoint Energy Transition Bond Company II, LLC   Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed with the SEC on September 12, 2005   333-121505   3.1
 
               
3.3
  Amended and Restated Certificate of Formation of CenterPoint Energy Transition Bond Company II, LLC   Current Report on Form 8-K filed with the SEC on December 16, 2005   333-121505   3.1
 
               
3.4
  Amended and Restated Limited Liability Company Agreement of CenterPoint Energy Transition Bond Company II, LLC   Current Report on Form 8-K filed with the SEC on December 16, 2005   333-121505   3.2
 
               
4.1
  Indenture dated as of December 16, 2005   Current Report on Form 8-K filed with the SEC on December 16, 2005   333-121505   4.1
 
               
4.2
  First Supplemental Indenture relating to the transition bonds dated as of December 16, 2005   Current Report on Form 8-K filed with the SEC on December 16, 2005   333-121505   4.3
 
               
4.3
  Form of the transition bonds (included in Exhibit 4.1)   Current Report on Form 8-K filed with the SEC on December 16, 2005   333-121505   4.2
 
               
10.1
  Transition Property
Sale Agreement
  Current Report on Form 8-K filed with the SEC on December 16, 2005   333-121505   10.1
 
               
10.2
  Transition Property
Servicing Agreement
  Current Report on Form 8-K filed with the SEC on December 16, 2005   333-121505   10.2
 
               
10.3
  Administration Agreement   Current Report on Form 8-K filed with the SEC on December 16, 2005   333-121505   10.3

 


 

                 
        Report or Registration   SEC File or    
Exhibit Number   Description   Statement   Registration Number   Exhibit References
 
10.4
  Semiannual Servicer’s Certificate, dated as of July 29, 2010, as to the transition bond balances, the balances of the collection account and its sub-accounts, and setting forth transfers and payments to be made on the August 2, 2010 payment date   Current Report on Form 8-K filed with the SEC on August 6, 2010   333-121505   99.1
 
               
10.5
  Semiannual Servicer’s Certificate, dated as of January 28, 2011, as to the transition bond balances, the balances of the collection account and its sub-accounts, and setting forth transfers and payments to be made on the February 1, 2011 payment date (Incorporated by reference into this Annual Report on Form 10-K)   Current Report on Form 8-K filed with the SEC on February 7, 2011   333-121505   99.1
 
               
+31.1
  Certification Pursuant to Rule 13a-14(d)/15d-14(d) of Marc Kilbride            
 
               
+31.2
  Annual Statement of Servicer Compliance            
 
               
99.1
  Application for the
Financing Order
  Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed with the SEC on September 12, 2005   333-121505   99.1
 
               
99.2
  Financing Order   Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed with the SEC on September 12, 2005   333-121505   99.2
 
               
99.3
  State of Texas Comptroller of Public Accounts rulings relating to the transition bonds   Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed with the SEC on September 12, 2005   333-121505   99.3
 
               
+99.4
  Independent Accountant’s Report with Management’s Assertion of Compliance with Servicing Standards attached