UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-D
ASSET-BACKED ISSUER
DISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the semi-annual distribution period from April 15, 2015 to October 15, 2015
Commission File Number of issuing entity: 333-177662-01
CENTERPOINT ENERGY TRANSITION BOND COMPANY IV, LLC
(Exact name of issuing entity as specified in its charter)
Commission File Number of depositor: 1-3187
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Exact name of depositor and sponsor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization of the issuing entity)
45-3687039
(I.R.S. Employer Identification No.)
| 1111 Louisiana Suite 4664B Houston, Texas |
77002 | |
| (Address of principal executive offices of the issuing entity) | (Zip Code) |
(713) 207-5776
(Issuing entity’s telephone number, including area code)
Registered/reporting pursuant to (check one)
| Title of Class |
Section 12(b) |
Section 12(g) |
Section 15(d) |
Name of | ||||
| 2012 Senior Secured Transition Bonds, Tranche A-1 |
X | |||||||
| 2012 Senior Secured Transition Bonds, Tranche A-2 |
X | |||||||
| 2012 Senior Secured Transition Bonds, Tranche A-3 |
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
PART I - DISTRIBUTION INFORMATION
Item 1. Distribution and Pool Performance Information.
The response to Item 1 is set forth in part herein and in part in Exhibit 99.1.
The record date for distributions (i.e., the interest and scheduled principal payments) described in Exhibit 99.1 is October 14, 2015.
Introductory and explanatory information regarding the material terms, parties and distributions described in Exhibit 99.1 is included in the Prospectus Supplement relating to the 2012 Senior Secured Transition Bonds (the “2012 Transition Bonds”), dated January 11, 2012, and related Prospectus, dated January 3, 2012, of CenterPoint Energy Transition Bond Company IV, LLC (the “Issuing Entity”) filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended, on January 12, 2012.
As indicated in Exhibit 99.1, all required interest and scheduled principal payments on the 2012 Transition Bonds have been made with respect to the October 15, 2015 distribution date.
PART II - OTHER INFORMATION
Item 2. Legal Proceedings.
None.
Item 3. Sales of Securities and Use of Proceeds.
None.
Item 4. Defaults Upon Senior Securities.
Omitted pursuant to General Instruction C of Form 10-D.
Item 5. Submission of Matters to a Vote of Security Holders.
Omitted pursuant to General Instruction C of Form 10-D.
Item 6. Significant Obligors of Pool Assets.
Omitted pursuant to General Instruction C of Form 10-D.
Item 7. Significant Enhancement Provider Information.
Omitted pursuant to General Instruction C of Form 10-D.
Item 8. Other Information.
Omitted pursuant to General Instruction C of Form 10-D.
Item 9. Exhibits.
| (a) | Documents filed as a part of this report (exhibits marked with an asterisk are filed herewith): |
| *99.1 | Semi-annual Servicer’s Certificate relating to the 2012 Transition Bonds, dated October 13, 2015. |
| (b) | Exhibits required by this Form and Item 601 of Regulation S-K (exhibits marked with an asterisk are filed herewith): |
| 3.1 | Certificate of Formation of the Issuing Entity filed with the Delaware Secretary of State on October 14, 2011 (incorporated by reference to exhibit 3.3 included as an exhibit to the Issuing Entity’s Registration Statement on Form S-3 (Registration Nos. 333-177662 and 333-177662-01) filed with the SEC on November 2, 2011). |
| 3.2 | Amended and Restated Limited Liability Company Agreement of the Issuing Entity dated as of January 19, 2012 (incorporated by reference to exhibit 3.1 included as an exhibit to the Issuing Entity’s Current Report on Form 8-K (File No. 333-177662-01) filed with the SEC on January 18, 2012). |
| 4.1 | Indenture dated as of January 19, 2012 by and between the Issuing Entity and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to exhibit 4.1 included as an exhibit to the Issuing Entity’s Current Report on Form 8-K (File No. 333-177662-01) filed with the SEC on January 18, 2012). |
| 4.2 | First Supplemental Indenture dated as of January 19, 2012 by and between the Issuing Entity and Deutsche Bank Trust Company Americas, as Trustee, providing for the issuance of the 2012 Transition Bonds (incorporated by reference to exhibit 4.2 included as an exhibit to the Issuing Entity’s Current Report on Form 8-K (File No. 333-177662-01) filed with the SEC on January 18, 2012). |
| 4.3 | Form of the 2012 Transition Bonds (included as Exhibit A to the First Supplemental Indenture filed as Exhibit 4.2) (incorporated by reference to exhibit 4.3 included as an exhibit to the Issuing Entity’s Current Report on Form 8-K (File No. 333-177662-01) filed with the SEC on January 18, 2012). |
| 10.1 | Transition Property Sale Agreement dated as of January 19, 2012 by and between the Issuing Entity and CenterPoint Energy Houston Electric, LLC, as seller (incorporated by reference to exhibit 10.1 included as an exhibit to the Issuing Entity’s Current Report on Form 8-K (File No. 333-177662-01) filed with the SEC on January 18, 2012). |
| 10.2 | Transition Property Servicing Agreement dated as of January 19, 2012 by and between the Issuing Entity and CenterPoint Energy Houston Electric, LLC, as servicer (incorporated by reference to exhibit 10.2 included as an exhibit to the Issuing Entity’s Current Report on Form 8-K (File No. 333-177662-01) filed with the SEC on January 18, 2012). |
| 10.3 | Administration Agreement dated as of January 19, 2012 by and between the Issuing Entity and CenterPoint Energy Houston Electric, LLC, as administrator (incorporated by reference to exhibit 10.3 included as an exhibit to the Issuing Entity’s Current Report on Form 8-K (File No. 333-177662-01) filed with the SEC on January 18, 2012). |
| 10.4 | Intercreditor Agreement dated as of January 19, 2012 by and among the Issuing Entity, CenterPoint Energy Houston Electric, LLC, Deutsche Bank Trust Company Americas and various other parties named therein (incorporated by reference to exhibit 10.4 included as an exhibit to the Issuing Entity’s Current Report on Form 8-K (File No. 333-177662-01) filed with the SEC on January 18, 2012). |
| *99.1 | Semi-annual Servicer’s Certificate relating to the 2012 Transition Bonds, dated October 13, 2015. |
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 thereunto duly authorized.
| CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC | ||
| (Depositor) | ||
| By: | /s/ Robert B. McRae | |
| Name: Robert B. McRae | ||
| Title: Assistant Treasurer | ||
Date: October 23, 2015
EXHIBIT INDEX
| 99.1 | Semi-annual Servicer’s Certificate relating to the 2012 Transition Bonds, dated October 13, 2015. |
Exhibit 99.1
Semiannual Servicer’s Certificate
CenterPoint Energy Transition Bond Company IV, LLC
$1,695,000,000 2012 Senior Secured Transition Bonds
Pursuant to Section 6.13 of the Transition Property Servicing Agreement (the “Agreement”), dated as of January 19, 2012, between
CenterPoint Energy Houston Electric, LLC, as Servicer, and CenterPoint Energy Transition Bond Company IV, 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: April 14, 2015 through October 13, 2015
Payment Date: October 15, 2015
Today’s Date: October 13, 2015
| 1. Collections Allocable and Aggregate Amounts Available for Current Payment Date: |
||||||||||||
| i. |
Remittancesfor the April 14 through 30, 2015 Collection Period |
4,501,406.99 | ||||||||||
| ii. |
Remittancesfor the May 1 through 31, 2015 Collection Period |
6,792,324.36 | ||||||||||
| iii. |
Remittancesfor the June 1 through 30, 2015 Collection Period |
8,576,253.91 | ||||||||||
| iv. |
Remittancesfor the July 1 through 31, 2015 Collection Period |
10,021,478.51 | ||||||||||
| v. |
Remittancesfor the August 1 through 31, 2015 Collection Period |
10,239,263.80 | ||||||||||
| vi. |
Remittancesfor the September 1 through 30, 2015 Collection Period |
12,475,212.76 | ||||||||||
| vii. |
Remittancesfor the October 1 through 13, 2015 Collection Period |
5,190,465.01 | ||||||||||
| viii. |
Net Earnings on General Subaccount |
8,551.46 | [4/1/15 through 9/30/15] | |||||||||
|
|
|
|||||||||||
| ix. |
GeneralSubaccount Balance (sum of i through viii above) |
57,804,956.80 | ||||||||||
|
|
|
|||||||||||
| x. |
ExcessFunds Subaccount Balance as of Current Payment Date |
42,794,181.91 | ||||||||||
| xi. |
CapitalSubaccount Balance as of Current Payment Date (1) |
8,477,241.85 | ||||||||||
|
|
|
|||||||||||
| xii. |
CollectionAccount Balance (sum of ix through xi above) |
109,076,380.56 | ||||||||||
|
|
|
|||||||||||
| (1) Including current period earnings of $2,241.85 |
||||||||||||
| 2. Outstanding Amounts as of Prior Payment Date: |
||||||||||||
| i. |
TrancheA-1 Principal Balance |
246,242,850.00 | ||||||||||
| ii. |
TrancheA-2 Principal Balance |
407,516,000.00 | ||||||||||
| iii |
TrancheA-3 Principal Balance |
681,262,000.00 | ||||||||||
|
|
|
|||||||||||
| iv. |
AggregatePrincipal Balance of all Series 2012 Transition Bonds |
1,335,020,850.00 | ||||||||||
|
|
|
|||||||||||
| 3. Required Funding/Payments as of Current Payment Date: |
||||||||||||
| Principal | Projected Principal Balance |
Semiannual Principal Due |
||||||||||
| i. |
Tranche A-1 |
184,455,155.00 | 61,787,695.00 | |||||||||
| ii. |
Tranche A-2 |
407,516,000.00 | 0.00 | |||||||||
| iii. |
Tranche A-3 |
681,262,000.00 | 0.00 | |||||||||
|
|
|
|
|
|||||||||
| iv. |
For all Series 2012 Transition Bonds |
1,273,233,155.00 | 61,787,695.00 | |||||||||
|
|
|
|
|
|||||||||
| Transition Bond Interest Rate |
Days in Interest Period (1) |
Interest Due | ||||||||||
| v. |
RequiredTranche A-1 Interest |
0.9012 | % | 180 | 1,109,570.28 | |||||||
| vi. |
RequiredTranche A-2 Interest |
2.1606 | % | 180 | 4,402,395.35 | |||||||
| vii. |
RequiredTranche A-3 Interest |
3.0282 | % | 180 | 10,314,987.94 | |||||||
| (1) On 30/360 Day basis. |
||||||||||||
| Required Level (Including Replenishment of Amounts Previously Withdrawn for 4.i.-4.viii.) |
Funding Required* |
|||||||||
| viii. |
Capital Subaccount |
8,475,000.00 | 0.00 | |||||||
| * Includes $0.00 of prior period unreleased earnings. |
||||||||||
| 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 |
423,750.00 | (1) | |||||||
| iii. |
Administration Fee and Independent Manager Fee |
50,000.00 | (2) | |||||||
| iv. |
Operating Expenses |
76,692.82 | (3) | |||||||
| v. |
Semiannual Interest (including any past-due Semiannual Interest for prior periods) |
|||||||||
| Aggregate | Per 1,000 of Original Principal Amount |
|||||||||
| 1. Tranche A-1 Interest Payment |
1,109,570.28 | 1.83 | ||||||||
| 2. Tranche A-2 Interest Payment |
4,402,395.35 | 10.80 | ||||||||
| 3. Tranche A-3 Interest Payment |
10,314,987.94 | 15.14 | ||||||||
| vi. |
Principal Due and Payable as a result of (A) Event of Default or (B) on Final Maturity Date |
|||||||||
| Aggregate | Per 1,000 of Original Principal Amount |
|||||||||
| 1. Tranche A-1 Principal Payment |
0.00 | 0.00 | ||||||||
| 2. Tranche A-2 Principal Payment |
0.00 | 0.00 | ||||||||
| 3. Tranche A-3 Principal Payment |
0.00 | 0.00 | ||||||||
|
vii. |
PrincipalScheduled to be Paid on Current Payment Date |
|||||||||
| Aggregate | Per 1,000 of Original Principal Amount |
|||||||||
| 1. Tranche A-1 Principal Payment |
61,787,695.00 | 101.92 | ||||||||
| 2. Tranche A-2 Principal Payment |
0.00 | 0.00 | ||||||||
| 3. Tranche A-3 Principal Payment |
0.00 | 0.00 | ||||||||
| viii. |
Operating Expenses not Paid under Clause (iv) above |
0.00 | ||||||||
| ix. |
Replenishment of Any Amounts Drawn from Capital Subaccount |
0.00 | ||||||||
| x. |
Amount Calculated at Servicer’s Authorized Rate of Return on Equity on the Amount Contributed to the Capital Subaccount in Excess of 0.5% of the Initial Outstanding Principal Balance of the Bonds Released to Issuer |
NA | ||||||||
| xi. |
Net Earnings in Capital Subaccount Relating to the Initial Contribution of 0.5% of |
|||||||||
| the Initial Outstanding Principal Balance of the Bonds Released to Issuer |
0.00 | |||||||||
| xii. |
Deposit to Excess Funds Subaccount |
0.00 | ||||||||
| xiii. |
Released to Issuer upon Series Retirement: Collection Account |
0.00 | ||||||||
|
|
|
|||||||||
| xiv. |
AggregateRemittances as of Current Payment Date |
78,165,091.39 | ||||||||
|
|
|
|||||||||
| (1) Servicing fee: $1,695,000,000 x .05% x 180/360 = $423,750.00 |
||||||||||
| (2) Administration fee: $100,000 x 180/360 = $50,000.00 plus |
||||||||||
| Independent Manager fee ($0.00) |
||||||||||
| (3) Reimbursement to Administrator for fees/expenses paid as follows: |
||||||||||
| Outside counsel |
3,001.66 | |||||||||
| Printing |
1,165.00 | |||||||||
| Independent auditor |
72,526.16 | |||||||||
|
|
|
|||||||||
| Total |
76,692.82 | |||||||||
|
|
|
|||||||||
| 5. Subaccount Release or Withdrawals as of Current Payment Date Pursuant to Section 8.02(d) of Indenture: |
||||||
| i. |
Capital Subaccount Release (available for 4.xi.) |
0.00 | ||||
| ii. |
Excess Funds Subaccount Withdrawal (available for 4.i. through 4.x.) |
20,360,134.59 | ||||
| iii. |
Capital Subaccount Withdrawal (available for 4.i. through 4.viii.) |
0.00 | ||||
|
|
|
|||||
| iv. |
Total Release or Withdrawals |
20,360,134.59 | ||||
|
|
|
|||||
| 6. Outstanding Amounts and Collection Account Balance as of Current Payment Date (after giving effect to payments to be made on such Payment Date): |
||||||
| i. |
Tranche A-1 Principal Balance |
184,455,155.00 | ||||
| ii. |
Tranche A-2 Principal Balance |
407,516,000.00 | ||||
| iii. |
Tranche A-3 Principal Balance |
681,262,000.00 | ||||
|
|
|
|||||
| iv. |
Aggregate Principal Balance for all Series 2012 Transition Bonds |
1,273,233,155.00 | ||||
|
|
|
|||||
| v. |
Excess Funds Subaccount Balance |
22,434,047.32 | ||||
| vi. |
Capital Subaccount Balance |
8,477,241.85 | ||||
|
|
|
|||||
| vii. |
Aggregate Collection Account Balance |
30,911,289.17 | ||||
|
|
|
|||||
| 7. Shortfalls In Interest and Principal Payments as of Current Payment Date (after giving effect to payments to be made on such Payment Date): |
||||||
| i. |
Semiannual Interest |
|||||
| 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 | |||||
| ii. |
SemiannualPrincipal |
|||||
| 1. Tranche A-1 Principal Payment |
0.00 | |||||
| 2. Tranche A-2 Principal Payment |
0.00 | |||||
| 3. Tranche A-3 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): |
||||||
| i. |
CapitalSubaccount |
0.00 | ||||
| IN WITNESS HEREOF, the undersigned has duly executed and delivered this Semiannual Servicer’s Certificate this 13th day of October, 2015. | ||
| CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, as Servicer | ||
| by: |
/s/ Robert B. McRae | |
| Robert B. McRae | ||
| Assistant Treasurer |