SEC Filing | CenterPoint Energy, Inc.,

CENTERPOINT ENERGY TRANSITION BOND COMPANY II, LLC

Date: February 1, 2018

/s/ Kristie L. Colvin

Kristie L. Colvin

Senior Vice President, Chief Accounting Officer and Manager

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8-K

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): February 1, 2018

CENTERPOINT ENERGY TRANSITION BOND COMPANY II, LLC

(Exact name of registrant as specified in its charter)


Delaware	333-121505	59-3790472
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1111 Louisiana, Suite 4655B Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 207-5222

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):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

In connection with the February 1, 2018 payment date for its Senior Secured Transition Bonds, Series A (the “Bonds”), CenterPoint Energy Transition Bond Company II, LLC (the “Company”) paid all interest then due on the Bonds and the scheduled principal payment of $105,812,576 on the Bonds in Tranche A-5.

After giving effect to all payments made in connection with the February 1, 2018 payment date, the Capital Subaccount had a balance of approximately $9.3 million, which is the targeted level of the Capital Subaccount, and the Excess Funds Subaccount had a balance of approximately $34.5 million.

After giving effect to the principal payment set forth above, the outstanding principal balance and the interest rate for the outstanding tranche of the Bonds is as follows:


Tranche	Outstanding Principal Balance		Interest Rate
A-5	$	296,111,800		5.302	%

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The Company has included as Exhibit 99.1 to this Current Report on Form 8-K the Semiannual Servicer’s Certificate, dated January 30, 2018, transmitted by CenterPoint Energy Houston Electric, LLC, the servicer of the Bonds, to Deutsche Bank Trust Company Americas, the Paying Agent for the Bonds, in connection with the February 1, 2018 payment date for the Bonds. The information on this Exhibit is hereby incorporated by reference into this Current Report on Form 8-K.

SIGNATURES

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.

EX-99.1

Exhibit 99.1

Semiannual Servicer’s Certificate

CenterPoint Energy Transition Bond Company II, LLC

$1,851,000,000 Series A Transition Bonds

Pursuant to Section 6 of Annex 1 to the Transition Property Servicing Agreement (the “Agreement”), dated as of December 16, 2005, between CenterPoint Energy Houston Electric, LLC, as Servicer, and CenterPoint Energy Transition Bond Company II, LLC, as Issuer, the Servicer does hereby certify as follows:

Capitalized terms used in this Semiannual Servicer’s Certificate have their respective meanings as set forth in the Agreement. References herein to certain sections and subsections are references to the respective sections and subsections of the Agreement.

Collection Periods: July 29, 2017 through January 30, 2018

Payment Date: February 1, 2018

Today’s Date: January 30, 2018


1. Collections Allocable and Aggregate Amounts Available for Current Payment Date:
	i.	Remittances for the July 29 through 31, 2017 Collection Period		626,316.12
	ii.	Remittances for the August 1 through 31, 2017 Collection Period		22,852,789.95
	iii.	Remittances for the September 1 through 30, 2017 Collection Period		22,723,776.30
	iv.	Remittances for the October 1 through 31, 2017 Collection Period		22,850,517.50
	v.	Remittances for the November 1 through 30, 2017 Collection Period		20,104,242.66
	vi.	Remittances for the December 1 through 31, 2017 Collection Period		16,495,499.05
	vii.	Remittances for the January 1 through 30, 2018 Collection Period		15,374,540.75
	viii.	Net Earnings on Collection Account					[7/1/17 through 12/31/17	]
		General Subaccount		304,574.02
		Capital Subaccount		44,215.05
		Excess Funds Subaccount		140,828.67

	ix.	General Subaccount Balance (sum of i through viii above)		121,517,300.07

	x.	Excess Funds Subaccount Balance as of Prior Payment Date		30,062,984.12
	xi.	Capital Subaccount Balance as of Prior Payment Date (1)		9,255,000.00

	xii.	Collection Account Balance (sum of ix through xi above)		160,835,284.19

		(1) Net of unreleased earnings shown in 1.viii.
2. Outstanding Amounts as of Prior Payment Date:
	i.	Tranche A-1 Principal Balance		0.00
	ii.	Tranche A-2 Principal Balance		0.00
	iii.	Tranche A-3 Principal Balance		0.00
	iv.	Tranche A-4 Principal Balance		0.00
	v.	Tranche A-5 Principal Balance		401,924,376.00

	vi.	Aggregate Principal Balance of all Series A Transition Bonds		401,924,376.00

3. Required Funding/Payments as of Current Payment Date:

		Series A Principal	Projected Principal Balance			Semiannual Principal Due
	i.	Tranche A-1		0.00			0.00
	ii.	Tranche A-2		0.00			0.00
	iii.	Tranche A-3		0.00			0.00
	iv.	Tranche A-4		0.00			0.00
	v.	Tranche A-5		296,111,800.00			105,812,576.00

	vi.	For all Series A Transition Bonds		296,111,800.00			105,812,576.00


			Transition Bond Interest Rate			Days in Interest Period (1)			Interest Due
	vii.	Required Tranche A-1 Interest		4.840	%		180			0.00
	viii.	Required Tranche A-2 Interest		4.970	%		180			0.00
	ix.	Required Tranche A-3 Interest		5.090	%		180			0.00
	x.	Required Tranche A-4 Interest		5.170	%		180			0.00
	xi.	Required Tranche A-5 Interest		5.302	%		180			10,655,015.21
		(1) On 30/360 Day basis.

			Required Level			Funding Required
	xii.	Capital Subaccount		9,255,000.00			0.00
4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(d) of Indenture:
	i.	Trustee Fees and Expenses		0.00
	ii.	Servicing Fee		462,750.00	(1)
	iii.	Administration Fee and Independent Managers Fee		52,500.00	(2)
	iv.	Operating Expenses		74,118.97	(3)
	v.	Semiannual Interest (including any past-due Semiannual Interest for prior periods)

Series A

Aggregate

Per 1,000
of Original
Principal Amount

1. Tranche A-1 Interest Payment

0.00

2. Tranche A-2 Interest Payment

0.00

3. Tranche A-3 Interest Payment

0.00

4. Tranche A-4 Interest Payment

0.00

5. Tranche A-5 Interest Payment

10,655,015.21

23.06

vi.

Principal Due and Payable as a result of (A) Event of Default or (B) on Final Maturity Date

Series A

Aggregate

Per 1,000
of Original
Principal Amount

1. Tranche A-1 Principal Payment

0.00

2. Tranche A-2 Principal Payment

0.00

3. Tranche A-3 Principal Payment

0.00

4. Tranche A-4 Principal Payment

0.00

5. Tranche A-5 Principal Payment

0.00

Series A

Aggregate

Per 1,000
of Original
Principal Amount

1. Tranche A-1 Principal Payment

0.00

2. Tranche A-2 Principal Payment

0.00

3. Tranche A-3 Principal Payment

0.00

4. Tranche A-4 Principal Payment

0.00

5. Tranche A-5 Principal Payment

105,812,576.00

229.03

vii.

Amounts Payable to Credit Enhancement Providers (if applicable)

N/A

viii.

Operating Expenses not Paid under Clause (iv) above

0.00

ix.

Funding of Capital Subaccount

0.00

Net Earnings in Capital Subaccount Released to Issuer

44,215.05

xi.

Deposit to Excess Funds Subaccount

4,275,296.17

xii.

Released to Issuer upon Series Retirement: Collection Account

0.00

xiii.

Aggregate Remittances as of Current Payment Date

121,376,471.40

(1) Servicing fee: $1,851,000,000 x 0.05% x 180/360 = $462,750.00

(2) Administration fee: $100,000 x 180/360 = $50,000.00; Independent Managers fee: $2,500.00

(3) Reimbursement to Administrator for fees/expenses paid to outside legal counsel ($0.00), printer ($695.00),

independent public accountant ($50,300.00), rating agency ($0.00) and L/C issuing bank ($23,123.97)

5. Subaccount Withdrawals as of Current Payment Date

(if applicable, pursuant to Section 8.02(d) of Indenture):

Excess Funds Subaccount (available for 4.i. through 4.ix.)

0.00

ii.

Capital Subaccount (available for 4.i. through 4.viii.)

0.00

iii.

Total Withdrawals

0.00

6. Outstanding Amounts and Collection Account Balance as of Current Payment Date

(after giving effect to payments to be made on such Payment Date):

Series A

Tranche A-1 Principal Balance

0.00

ii.

Tranche A-2 Principal Balance

0.00

iii.

Tranche A-3 Principal Balance

0.00

iv.

Tranche A-4 Principal Balance

0.00

Tranche A-5 Principal Balance

296,111,800.00

vi.

Aggregate Principal Balance for all Series A Transition Bonds

296,111,800.00

vii.

Excess Funds Subaccount Balance

34,479,108.96

viii.

Capital Subaccount Balance

9,255,000.00

ix.

Aggregate Collection Account Balance

43,734,108.96

7. Shortfalls In Interest and Principal Payments as of Current Payment Date

(after giving effect to payments to be made on such Payment Date):

Semiannual Interest

Series A

1. Tranche A-1 Bond Interest Payment

0.00

2. Tranche A-2 Bond Interest Payment

0.00

3. Tranche A-3 Bond Interest Payment

0.00

4. Tranche A-4 Bond Interest Payment

0.00

5. Tranche A-5 Bond Interest Payment

0.00

ii.

Semiannual Principal

Series A

1. Tranche A-1 Principal Payment

0.00

2. Tranche A-2 Principal Payment

0.00

3. Tranche A-3 Principal Payment

0.00

4. Tranche A-4 Principal Payment

0.00

5. Tranche A-5 Principal Payment

0.00

8. Shortfall in Required Subaccount Level as of Current Payment Date

(after giving effect to payments to be made on such Payment Date):

Capital Subaccount

0.00

IN WITNESS HEREOF, the undersigned has duly executed and delivered this Semiannual Servicer’s Certificate this 30th day of January, 2018.


CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, as Servicer

by:		/s/ Robert B. McRae
		Robert B. McRae
		Assistant Treasurer