Attached files
file | filename |
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EX-31.1 - EX-31.1 - CenterPoint Energy Transition Bond CO II, LLC | d96329dex311.htm |
EX-99.4 - EX-99.4 - CenterPoint Energy Transition Bond CO II, LLC | d96329dex994.htm |
EX-31.2 - EX-31.2 - CenterPoint Energy Transition Bond CO II, LLC | d96329dex312.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, 2015
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) | (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 ¨ 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 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. 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 members equity held by non-affiliates of the registrant as of June 30, 2015: 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 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 Energy Houston Electric, LLC (CenterPoint Houston). As of December 31, 2015, 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 29th day of March, 2016.
CENTERPOINT ENERGY TRANSITION BOND COMPANY II, LLC (Registrant) | ||
By: | /s/ Carla A. Kneipp | |
Carla A. Kneipp | ||
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 29, 2016.
Signature |
Title | |
/s/ William D. Rogers | President and Manager | |
(William D. Rogers) | (Principal Executive Officer) | |
/s/ Carla A. Kneipp | Vice President, Treasurer and Manager | |
(Carla A. Kneipp) | (Principal Financial Officer) | |
/s/ Kristie Colvin | Senior Vice President, Chief Accounting Officer and Manager | |
(Kristie Colvin) | (Principal Accounting Officer) | |
/s/ Bernard J. Angelo | Manager | |
(Bernard J. Angelo) | ||
/s/ Timothy OConnor | Manager | |
(Timothy OConnor) | ||
/s/ Carla A. Kneipp | Vice President and Treasurer of CenterPoint Energy Houston Electric, LLC | |
(Carla A. Kneipp) | (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, 2015
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 |
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 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 4.2 hereto) | Current Report on Form 8-K filed with the SEC on December 16, 2005 |
333-121505 | 4.3 | ||||
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 Servicers Certificate, dated as of July 30, 2015, 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 3, 2015 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 6, 2015 |
333-121505 | 99.1 |
Exhibit |
Description |
Report or Registration Statement |
SEC File or Registration Number |
Exhibit References | ||||
10.5 | Semiannual Servicers Certificate, dated as of January 28, 2016, 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, 2016 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 4, 2016 |
333-121505 | 99.1 | ||||
+31.1 | Certification of Carla Anita Kneipp | |||||||
+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 | Report of Independent Registered Public Accounting Firm with Managements Assertion of Compliance with Servicing Standards attached |