Attached files

file filename
EX-99.4 - EX-99.4 - CenterPoint Energy Transition Bond CO II, LLCd702449dex994.htm
EX-31.1 - EX-31.1 - CenterPoint Energy Transition Bond CO II, LLCd702449dex311.htm
EX-31.2 - EX-31.2 - CenterPoint Energy Transition Bond CO II, LLCd702449dex312.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K

 

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

or

 

¨ 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

  (713) 207-5222
(Address and zip code of principal executive offices)   (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  ¨    No  x

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  ¨    No  x

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   x    No  ¨

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  x    No  ¨

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.  x

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   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    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  ¨    No  x

The aggregate market value of the member’s equity held by non-affiliates of the registrant as of June 30, 2013: None

Documents incorporated by reference: None.

 

 

 


PART I

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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 Energy Houston Electric, LLC. As of December 31, 2013, 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, 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 28th day of March, 2014.

 

CENTERPOINT ENERGY TRANSITION BOND

COMPANY II, LLC

(Registrant)

By:  

/s/    Walter L. Fitzgerald        

 

Walter L. Fitzgerald

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 28, 2014.

 

Signature

     

Title

/s/    Gary L. Whitlock        

    President and Manager
(Gary L. Whitlock)     (Principal Executive Officer)

/s/    Walter L. Fitzgerald        

    Senior Vice President and Chief Accounting Officer
(Walter L. Fitzgerald)     (Principal Financial Officer and Principal Accounting Officer)

/s/    Mark L. Veltmann        

    Manager
(Mark L. Veltmann)    

/s/    Bernard J. Angelo        

    Manager
(Bernard J. Angelo)    

/s/    Timothy O’Connor        

    Manager
(Timothy O’Connor)    

/s/    Walter L. Fitzgerald        

   

Senior Vice President and Chief Accounting Officer of CenterPoint Energy Houston Electric, LLC

(Senior Officer in Charge of Servicing Function)

(Walter L. Fitzgerald)    


CENTERPOINT ENERGY TRANSITION BOND COMPANY II, LLC

EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K

For Fiscal Year Ended December 31, 2013

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.

 

Exhibit

Number

  

Description

  

Report or Registration

Statement

  

SEC File or

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 4.2 hereto)    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
  10.4    Semiannual Servicer’s Certificate, dated as of July 30, 2013, 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 1, 2013 payment date (Incorporated by reference into this Annual Report on Form 10-K)    Current Report on Form 8-K filed with the SEC on August 5, 2013    333-121505    99.1


Exhibit
Number

  

Description

  

Report or Registration

Statement

  

SEC File or

Registration Number

  

Exhibit References

  10.5    Semiannual Servicer’s Certificate, dated as of January 30, 2014, 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 3, 2014 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 3, 2014    333-121505    99.1
+31.1    Certification Pursuant to Rule 13a-14(d)/15d-14(d) of Walter L. Fitzgerald         
+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