Attached files
file | filename |
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EX-31.1 - EX-31.1 - CenterPoint Energy Transition Bond CO II, LLC | h80984exv31w1.htm |
EX-99.4 - EX-99.4 - CenterPoint Energy Transition Bond CO II, LLC | h80984exv99w4.htm |
EX-31.2 - EX-31.2 - CenterPoint Energy Transition Bond CO II, LLC | h80984exv31w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 (Registrants 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 registrants 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 members 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 Registrants 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
|
President and Manager (Principal Executive Officer) |
|
/s/ Marc Kilbride
|
Vice President, Treasurer and Manager (Principal Financial Officer) |
|
/s/ Walter L. Fitzgerald
|
Senior Vice President, Chief Accounting Officer and Manager (Principal Accounting Officer) |
|
/s/ Bernard J. Angelo
|
Manager | |
/s/ Timothy OConnor
|
Manager | |
/s/ 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
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 Companys 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 Companys 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 Servicers 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 Servicers 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 Companys 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 Companys 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 Companys Registration Statement on Form S-3 filed with the SEC on September 12, 2005 | 333-121505 | 99.3 | ||||
+99.4
|
Independent Accountants Report with Managements Assertion of Compliance with Servicing Standards attached |