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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2011
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Texas
(State or other jurisdiction
of incorporation)
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1-31447
(Commission File Number)
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74-0694415
(IRS Employer
Identification No.) |
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1111 Louisiana
Houston, Texas
(Address of principal executive offices)
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77002
(Zip Code) |
Registrant’s telephone number, including area code: (713) 207-1111
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Exact name of registrant as specified in its charter)
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Texas
(State or other jurisdiction
of incorporation)
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1-3187
(Commission File Number)
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22-3865106
(IRS Employer
Identification No.) |
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1111 Louisiana
Houston, Texas
(Address of principal executive offices)
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77002
(Zip Code) |
Registrants’ telephone number, including area code: (713) 207-1111
CENTERPOINT ENERGY RESOURCES CORP.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-13265
(Commission File Number)
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76-0511406
(IRS Employer
Identification No.) |
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1111 Louisiana
Houston, Texas
(Address of principal executive offices)
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77002
(Zip Code) |
Registrant’s telephone number, including area code: (713) 207-1111
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On September 9, 2011, CenterPoint Energy, Inc. (the “Company”) and its wholly owned
subsidiaries, CenterPoint Energy Houston Electric, LLC (“CenterPoint Houston”) and CenterPoint
Energy Resources Corp. (“CERC”), replaced their existing revolving credit facilities with three
revolving credit facilities totaling $2.45 billion.
CenterPoint Energy, Inc. Credit Facility. The Company replaced its existing $1.2 billion
revolving credit facility with a new $1.2 billion five-year senior unsecured revolving credit
facility. Borrowings under the facility bear interest, at the Company’s option, at a rate equal to
either (i) the London Interbank Offered Rate (“LIBOR”) plus a specified margin (which is currently
175 basis points based on the Company’s current credit ratings) or (ii) the Alternate Base Rate (as
defined in the credit facility) plus a specified margin (which is currently 75 basis points based
on the Company’s current credit ratings). The facility contains certain covenants, including a
covenant that requires the Company not to exceed a specified ratio of debt (excluding transition
and system restoration bonds) to earnings before interest, taxes, depreciation and amortization.
The credit facility provides a temporary increase of the permitted ratio under this covenant if
CenterPoint Houston experiences damage from a natural disaster in its service territory and we
certify to the administrative agent that the system restoration costs incurred by us and our
subsidiaries in connection with that natural disaster are reasonably likely to exceed $100 million
in a consecutive twelve-month period, all or part of which we intend to seek to recover through
securitization financing. Such temporary increase in the financial ratio covenant would be in
effect from the date the Company delivers its certification until the earliest to occur of (i) the
completion of the securitization financing, (ii) the first anniversary of such certification or
(iii) the revocation of such certification.
CenterPoint Energy Houston Electric, LLC Credit Facility. CenterPoint Houston replaced its
existing $289 million revolving credit facility with a new $300 million five-year senior unsecured
revolving credit facility. Borrowings under the facility bear interest, at CenterPoint Houston’s
option, at a rate equal to either (i) LIBOR plus a specified margin (which is currently 150 basis
points based on CenterPoint Houston’s current credit ratings) or (ii) the Alternate Base Rate (as
defined in the credit facility) plus a specified margin (which is currently 50 basis points based
on CenterPoint Houston’s current credit ratings). The facility contains certain covenants,
including a covenant that limits CenterPoint Houston’s debt (excluding transition and system
restoration bonds) to 65% of its total capitalization.
CenterPoint Energy Resources Corp. Credit Facility. CERC replaced its existing $915 million
revolving credit facility with a new $950 million five-year senior unsecured revolving credit
facility. Borrowings under the facility bear interest, at CERC’s option, at a rate equal to either
(i) LIBOR plus a specified margin (which is currently 150 basis points based on CERC’s current
credit ratings) or (ii) the Alternate Base Rate (as defined in the credit facility), plus a
specified margin (which is currently 50 basis points based on CERC’s current credit ratings). The
facility contains certain covenants, including a covenant that limits CERC’s debt for borrowed
money to 65% of its total capitalization.
General. Borrowings under each of the committed facilities are subject to customary terms and
conditions. However, there is no requirement that the Company, CenterPoint Houston or CERC make
representations prior to borrowings as to the absence of material adverse changes or litigation
that could be expected to have a material adverse effect. Borrowings under each of the credit
facilities are subject to acceleration upon the occurrence of events of default that the Company,
CenterPoint Houston and CERC consider customary. The facilities also provide for customary fees,
including commitment fees, administrative agent fees, fees in respect of letters of credit and
other fees. Under each credit facility, the applicable margins over LIBOR and the Alternate Base
Rate and the commitment fee fluctuate based on the applicable borrower’s credit rating at the time
of borrowing.
The global coordinators for the three facilities are J.P. Morgan Securities LLC, RBS
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, who, together with Barclays
Capital, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities
LLC, also served as joint lead arrangers and joint bookrunners for the facilities. JPMorgan Chase
Bank, N.A. serves as the administrative agent for the Company’s and CenterPoint Houston’s
facilities, and Citibank, N.A. serves as the administrative agent for CERC’s facility.
The credit agreements described above are filed as Exhibits 4.1, 4.2 and 4.3 to this report
and are incorporated by reference herein. The foregoing summary does not purport to be complete
and is qualified in its entirety by reference to the credit agreements.
Item 9.01 Financial Statements and Exhibits.
The exhibits listed below are filed herewith. The agreements included as exhibits are
included only to provide information to investors regarding their terms. The agreements listed
below may contain representations, warranties and other provisions that were made, among other
things, to provide the parties thereto with specified rights and obligations and to allocate risk
among them, and such agreements should not be relied upon as constituting or providing any factual
disclosures about us, any other persons, any state of affairs or other matters.
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Exhibits. |
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4.1 |
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$1,200,000,000 Credit Agreement dated as of September 9, 2011
among CenterPoint Energy, Inc., as Borrower, Bank of America, N.A. and The
Royal Bank of Scotland plc, as Co-Syndication Agents, Barclays Bank PLC,
Citibank, N.A., Deutsche Bank Securities Inc. and Wells Fargo Bank, National
Association, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as
Administrative Agent, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, RBS Securities Inc., Barclays Capital, Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities LLC, as
Joint Lead Arrangers and Joint Bookrunners, and the banks named therein. |
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4.2 |
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$300,000,000 Credit Agreement dated as of September 9, 2011
among CenterPoint Energy Houston Electric, LLC, as Borrower, Bank of America,
N.A. and The Royal Bank of Scotland plc, as Co-Syndication Agents, Barclays
Bank PLC, Citibank, N.A., Deutsche Bank Securities Inc. and Wells Fargo Bank,
National Association, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as
Administrative Agent, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, RBS Securities Inc., Barclays Capital, Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities LLC, as
Joint Lead Arrangers and Joint Bookrunners, and the banks named therein. |
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4.3 |
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$950,000,000 Credit Agreement dated as of September 9, 2011
among CenterPoint Energy Resources Corp., as Borrower, Bank of America, N.A.,
JPMorgan Chase Bank, N.A. and The Royal Bank of Scotland plc, as Co-Syndication
Agents, Barclays Bank PLC, Deutsche Bank Securities Inc. and Wells Fargo Bank,
National Association, as Co-Documentation Agents, Citibank, N.A., as
Administrative Agent, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner
& Smith Incorporated, RBS Securities Inc., Barclays Capital, Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities LLC, as
Joint Lead Arrangers and Joint Bookrunners, and the banks named therein. |
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.
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CENTERPOINT ENERGY, INC.
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| Date: September 13, 2011 |
By: |
/s/ Walter L. Fitzgerald
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Walter L. Fitzgerald |
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Senior Vice President and
Chief Accounting Officer |
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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.
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CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
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| Date: September 13, 2011 |
By: |
/s/ Walter L. Fitzgerald
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Walter L. Fitzgerald |
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Senior Vice President and
Chief Accounting Officer |
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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.
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CENTERPOINT ENERGY RESOURCES CORP.
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| Date: September 13, 2011 |
By: |
/s/ Walter L. Fitzgerald
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Walter L. Fitzgerald |
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Senior Vice President and
Chief Accounting Officer |
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EXHIBIT INDEX
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| EXHIBIT |
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| NUMBER |
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EXHIBIT DESCRIPTION |
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4.1
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$1,200,000,000 Credit Agreement dated as of September 9,
2011 among CenterPoint Energy, Inc., as Borrower, Bank of
America, N.A. and The Royal Bank of Scotland plc, as
Co-Syndication Agents, Barclays Bank PLC, Citibank, N.A.,
Deutsche Bank Securities Inc. and Wells Fargo Bank, National
Association, as Co-Documentation Agents, JPMorgan Chase Bank,
N.A., as Administrative Agent, J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS
Securities Inc., Barclays Capital, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities
LLC, as Joint Lead Arrangers and Joint Bookrunners, and the
banks named therein. |
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4.2
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$300,000,000 Credit Agreement dated as of September 9,
2011 among CenterPoint Energy Houston Electric, LLC, as
Borrower, Bank of America, N.A. and The Royal Bank of Scotland
plc, as Co-Syndication Agents, Barclays Bank PLC, Citibank,
N.A., Deutsche Bank Securities Inc. and Wells Fargo Bank,
National Association, as Co-Documentation Agents, JPMorgan
Chase Bank, N.A., as Administrative Agent, J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, RBS Securities Inc., Barclays Capital, Citigroup
Global Markets Inc., Deutsche Bank Securities Inc. and Wells
Fargo Securities LLC, as Joint Lead Arrangers and Joint
Bookrunners, and the banks named therein. |
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4.3
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$950,000,000 Credit Agreement dated as of September 9,
2011 among CenterPoint Energy Resources Corp., as Borrower,
Bank of America, N.A., JPMorgan Chase Bank, N.A. and The Royal
Bank of Scotland plc, as Co-Syndication Agents, Barclays Bank
PLC, Deutsche Bank Securities Inc. and Wells Fargo Bank,
National Association, as Co-Documentation Agents, Citibank,
N.A., as Administrative Agent, J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS
Securities Inc., Barclays Capital, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities
LLC, as Joint Lead Arrangers and Joint Bookrunners, and the
banks named therein. |