UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
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 ☒
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 ☒
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 ☒ 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 ☒ 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. ☒
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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
| Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the member’s equity held by non-affiliates of the registrant as of June 30, 2017: 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 (“Houston Electric”). As of December 31, 2017, 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.
| Item 16. | Form 10-K Summary. |
None.
CENTERPOINT ENERGY TRANSITION BOND COMPANY II, LLC
EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K
For Fiscal Year Ended December 31, 2017
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 | 4.3 | ||||
| 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 Servicer’s Certificate, dated as of July 28, 2017, 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, 2017 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 2, 2017 | 333-121505 | 99.1 | ||||
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 27th day of March, 2018.
| 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 27, 2018.
| 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 (Principal Accounting Officer) | |
| (Kristie Colvin) | ||
| /s/ Bernard J. Angelo | Manager | |
| (Bernard J. Angelo) | ||
| /s/ Timothy O’Connor | Manager | |
| (Timothy O’Connor) | ||
| /s/ Carla A. Kneipp | Vice President and Treasurer of CenterPoint Energy Houston Electric, LLC (Senior Officer in Charge of Servicing Function) | |
| (Carla A. Kneipp)
|
||
Exhibit 31.1
CERTIFICATION
I, Carla Anita Kneipp, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of CenterPoint Energy Transition Bond Company II, LLC;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the Transition Property Servicing Agreement dated December 16, 2005 between CenterPoint Energy Transition Bond Company II, LLC, as Issuer, and the servicer (the “Transition Property Servicing Agreement”), and except as disclosed in the reports, the servicer has fulfilled its obligations under the Transition Property Servicing Agreement; and
5. The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
| /s/ Carla Anita Kneipp |
| Carla Anita Kneipp |
| Vice President and Treasurer |
| (Senior Officer in Charge of Servicing Function) |
| CenterPoint Energy Houston Electric, LLC, as servicer |
| March 27, 2018 |
Exhibit 31.2
OFFICERS’ CERTIFICATE
The undersigned, Carla Anita Kneipp, Vice President and Treasurer, and Robert McRae, Assistant Treasurer, of CenterPoint Energy Houston Electric, LLC (“Houston Electric”), hereby certify pursuant to Section 3.06 of the Transition Property Servicing Agreement, dated as of December 16, 2005, between CenterPoint Energy Transition Bond Company II, LLC (“TBC II”), as Issuer, and Houston Electric, as Servicer (the “Agreement”) that
| (i) | a review of the activities of the Servicer during the period January 1, 2017 through December 31, 2017 and of its performance under the Agreement has been made under our supervision, and |
| (ii) | to the best of our knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period except as set forth below. |
In conjunction with the Servicer’s mandated rebilling of retail electric providers due to the Public Utility Commission of Texas’s Final Order in Docket No. 46606 regarding revised annual four coincident peak demand values used as billing determinants and the configuration of the Servicer’s billing system, the Servicer failed to make required remittances to the trustee for the TBC II Senior Secured Transition Bonds, Series A (the “Bonds”) from April 24, 2017 to May 11, 2017. The Servicer transferred the estimated and trued-up transition charge collections, together with accrued interest thereon, that it had failed to remit to the trustee for the Bonds on May 11, 2017 and June 27, 2017, respectively. The Servicer had estimated transition charge collections until such trued-up transition charge collections were remitted to the trustee.
| March 27, 2018 | /s/ Carla Anita Kneipp | |||
| Date | Carla Anita Kneipp | |||
| Vice President and Treasurer | ||||
| March 27, 2018 | /s/ Robert McRae | |||
| Date | Robert McRae | |||
| Assistant Treasurer | ||||
Exhibit 99.4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Member of
CenterPoint Energy Houston Electric, LLC
Houston, Texas
We have examined the compliance of CenterPoint Energy Houston Electric, LLC (the “Company”) with the established minimum servicing standards for the Transition Property Servicing Agreement dated as of December 16, 2005 by and between CenterPoint Energy Transition Bond Company II, LLC and the Company set forth in the accompanying Appendix II to Management’s Assertion of Compliance with Servicing Standards dated March 27, 2018 ( the “minimum servicing standards”), during the period January 1, 2017 through December 31, 2017. Management is responsible for the Company’s compliance with the minimum servicing standards. Our responsibility is to express an opinion on the Company’s compliance with the minimum servicing standards based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the minimum servicing standards, including tests on a sample basis of the servicing activities related to the minimum servicing standards, determining whether the Company performed those selected activities in compliance with the minimum servicing standards during the specified period, and performing such other procedures as we considered necessary in the circumstances. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the minimum servicing standards.
Our examination disclosed the following material noncompliance with the minimum servicing standards during the period January 1, 2017 through December 31, 2017:
The Company failed to make required remittances to the trustee for the TBC II Senior Secured Transition Bonds, Series A, in accordance with criterion IV.2 of the minimum servicing standards included in Appendix II to Management’s Assertion of Compliance with Servicing Standards.
In our opinion, except for the material noncompliance described in the preceding paragraph, the Company complied, in all material respects, with the minimum servicing standards during the period January 1, 2017 through December 31, 2017.
Appendix I to Management’s Assertion of Compliance with Servicing Standards includes management’s response to the material noncompliance identified in our examination. Such response has not been subject to the procedures applied in our examination and, accordingly, we do not express an opinion or provide any form of assurance on the appropriateness of the response or the effectiveness of any corrective actions described therein.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
March 27, 2018
MANAGEMENT’S ASSERTION OF COMPLIANCE WITH SERVICING STANDARDS
Except as set forth in Appendix I, as of and for the year ended December 31, 2017, CenterPoint Energy Houston Electric, LLC (the “Company”) has complied, in all material respects, with the Company’s established minimum servicing standards for the Transition Property Servicing Agreement dated as of December 16, 2005 by and between CenterPoint Energy Transition Bond Company II, LLC, as Issuer, and the Company, as Servicer, as set forth in Appendix II attached hereto.
Dated: March 27, 2018
| /s/ Carla Anita Kneipp |
| Carla Anita Kneipp |
| Vice President and Treasurer |
| CenterPoint Energy Houston Electric, LLC |
APPENDIX I
LIST OF SERVICER DEFAULTS
The following Servicer Defaults, or events which with the giving of notice, the lapse of time, or both, would become Servicer Defaults known to the undersigned, relating to criterion IV.2 of the minimum servicing standards listed in Appendix II, occurred during the year ended December 31, 2017:
| Nature of Default |
Status | |
| In conjunction with the Servicer’s mandated rebilling of retail electric providers due to the Public Utility Commission of Texas’s Final Order in Docket No. 46606 regarding revised annual four coincident peak demand values used as billing determinants and the configuration of the Servicer’s billing system, the Servicer failed to make required remittances to the trustee for the TBC II Senior Secured Transition Bonds, Series A (the “Bonds”) from April 24, 2017 to May 11, 2017. | The Servicer transferred the estimated and trued-up transition charge collections, together with accrued interest thereon, that it had failed to remit to the trustee for the Bonds on May 11, 2017 and June 27, 2017, respectively. The Servicer had estimated transition charge collections until such trued-up transition charge collections were remitted to the trustee. | |
APPENDIX II
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC’S MINIMUM SERVICING STANDARDS
I. GENERAL SERVICING AND ADMINISTRATION
1. Policies and procedures are instituted to monitor whether or not a Servicer Default has occurred under the Transition Property Servicing Agreement dated as of December 16, 2005, by and between CenterPoint Energy Transition Bond Company II, LLC, as Issuer (the “Issuer”), and CenterPoint Energy Houston Electric, LLC, as Servicer (the “Servicing Agreement”).
II. MAINTENANCE OF COLLATERAL OR SECURITY
1. Collateral or security on the Senior Secured Transition Bonds, Series A of the Issuer (the “Transition Bonds”) is maintained as required by the Servicing Agreement. (Servicing Agreement § 3.04(f))
2. Deposit amounts are analyzed, in accordance with the Public Utility Commission of Texas (“PUCT”) rules no more frequently than quarterly, upon the request of either the retail electric provider (“REP”) or the Servicer, to ensure that any deposits for REPs required under the Financing Order of the PUCT under Docket No. 30485 (the “Financing Order”) accurately reflect two months’ maximum collections. (Annex 1 to the Servicing Agreement § 8(a)(ii))
3. Deposits held in trust for an REP are returned to the REP within ten (10) calendar days of a reduction in activity qualifying for a deposit reduction as set forth in the Servicing Agreement. (Annex 1 to the Servicing Agreement § 8(a)(ii)) The Servicer’s procedure is to notify the REP when it holds funds in excess of current required deposit amounts and act in accordance with the REP’s instructions as to return of the funds.
III. TRUE-UP OF TRANSITION CHARGES
1. A true-up of transition charges is prepared and filed annually (as provided in the definition of Calculation Date) with the PUCT. (Annex 1 to the Servicing Agreement § 7)
IV. BILLING, COLLECTION AND REMITTANCE OF TRANSITION CHARGES
1. The Servicer calculates and bills the transition charges to the REPs. (Servicing Agreement § 3.01(a)(i))
2. Payments of transition charges made by the REPs are remitted to the Trustee (as defined in the Servicing Agreement) on or before the second business day after receipt. (Servicing Agreement § 5.11)
3. Accrued Interest (as defined in the Servicing Agreement) is paid by the Servicer from the date or dates transition charges were received to the date such transition charges were remitted to the Trustee. (Servicing Agreement § 3.03(a))
4. Pursuant to the Servicing Agreement, the Servicer charges a five percent (5%) penalty on all transition charges billed to an REP but not paid by the close of business on the 35th day following each billing by the Servicer to the REP. (Servicing Agreement § 3.02(c))
5. An REP is considered to be in default after 45 calendar days, after which time the Servicer will direct the application of the security deposit to the transition charges the REP has failed to remit and avail itself of such legal remedies as may be appropriate to collect any remaining unpaid transition charges and associated penalties. (Annex 1 to the Servicing Agreement § 9(b))
6. For each REP, a reconciliation of the amount held back for uncollectible transition charges and the amount actually written off as uncollectible during the time period is performed annually and the resulting balance is either remitted to or collected from the REP. (Annex 1 to the Servicing Agreement § 4(b))
V. INVESTOR AND TRUSTEE REPORTING
1. Semiannual Servicer’s Certificates are prepared in the timeframe set forth in and delivered to the parties required under the Servicing Agreement. (Servicing Agreement § 3.05 and Annex 1 to the Servicing Agreement § 6)
2. Semiannual Servicer’s Certificates provide the information specified by and calculated in accordance with the terms of the Servicing Agreement. (Annex 1 to the Servicing Agreement § 6)
3. Servicer’s Annual Statement as to Compliance is prepared in the timeframe set forth in and delivered to the parties required under the Servicing Agreement. (Servicing Agreement § 3.06)
4. The Servicer causes a registered public accounting firm to prepare, and the Servicer delivers the Annual Accountant’s Report in the timeframe set forth in and delivered to the parties required under the Servicing Agreement. (Servicing Agreement § 3.07)
5. Servicer’s Calculation Date Statement is prepared in the timeframe set forth in and delivered to the parties required under the Servicing Agreement. (Annex 1 to the Servicing Agreement § 3)
6. Servicer’s Calculation Date Statement provides the information specified in Annex 1 to the Servicing Agreement. (Annex 1 to the Servicing Agreement § 3)
VI. OPINIONS OF COUNSEL
1. The Servicer causes counsel to prepare, and the Servicer delivers an opinion of counsel to the parties required under the Servicing Agreement promptly after the execution and delivery of each amendment to the Servicing Agreement. (Servicing Agreement § 3.11(a))
2. The Servicer causes counsel to prepare, and the Servicer delivers an opinion of counsel to the parties required under the Servicing Agreement within ninety (90) days after the beginning of each calendar year per the Servicing Agreement. (Servicing Agreement § 3.11(b))
VII. MAINTENANCE OF RECORDS
1. The Servicer conducts, or causes to be conducted, periodic audits of the Transition Property Documentation (as defined in the Servicing Agreement) held by it under the Servicing Agreement and of the related accounts, records and computer systems and provides the audit report to the Issuer and the Trustee. (Servicing Agreement § 3.09(a))