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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): June 29, 2007
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Texas
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1-31447
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74-0694415 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
of incorporation)
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Identification No.) |
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1111 Louisiana |
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Houston, Texas
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77002 |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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
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1-3187
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22-3865106 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
of incorporation)
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Identification No.) |
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1111 Louisiana |
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Houston, Texas
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77002 |
(Address of principal executive offices)
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(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
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1-13265
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76-0511406 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
of incorporation)
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Identification No.) |
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1111 Louisiana |
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Houston, Texas
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77002 |
(Address of principal executive offices)
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(Zip Code) |
Registrants 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
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
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Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
On June 29, 2007, CenterPoint Energy, Inc. (the Company) and its wholly owned subsidiaries,
CenterPoint Energy Houston Electric, LLC (CEHE) and CenterPoint Energy Resources Corp. (CERC),
amended and restated three bank credit facilities totaling $2.45 billion.
CenterPoint
Energy, Inc. Credit Facility. The Companys amended credit
facility is a $1.2 billion five-year senior unsecured revolving credit facility.
The facility has a first drawn cost of London Interbank Offered Rate (LIBOR) plus 55 basis
points based on the Companys current credit ratings, versus the
previous rate of LIBOR plus 60 basis points. The facility contains covenants, including a debt (excluding transition bonds) to
earnings before interest, taxes, depreciation and amortization covenant.
CenterPoint
Energy Houston Electric, LLC Credit Facility. CEHEs amended credit
facility is a $300 million five-year senior unsecured revolving credit
facility. CEHEs first drawn cost under the credit facility remains at LIBOR plus 45 basis points
based on CEHEs current credit ratings. The facility contains covenants, including a debt (excluding transition bonds) to total
capitalization covenant.
CenterPoint
Energy Resources Corp. Credit Facility. CERCs amended credit
facility is a $950 million five-year senior unsecured revolving
credit facility versus $550 million prior to the amendment.
CERCs first drawn cost under the credit facility remains at LIBOR plus 45 basis points based on
CERCs current credit ratings. The facility contains covenants, including a debt to
total capitalization covenant.
General.
Under each of the credit facilities, an additional utilization fee of 5 basis
points applies to borrowings any time more than 50% of the facility
is utilized. The spread to
LIBOR and the utilization fee fluctuate based on the borrowers credit rating at the time of borrowing. Borrowings under
each of the facilities are subject to customary terms and conditions. However, there is no
requirement that the Company, CEHE 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, CEHE and CERC consider customary.
The global coordinators for the three facilities are J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc., who also served as joint lead arrangers for the Company facility. Barclays
Capital and Wachovia Bank, National Association served as joint lead arrangers for the CEHE
facility. Citigroup Global Markets Inc., Banc of America Securities LLC and Deutsche Bank
Securities Inc. served as joint lead arrangers for the CERC facility. J.P. Morgan Chase Bank, N.A.
serves as the administrative agent for the Company and CEHE facilities, and Citibank, N.A. serves
as the administrative agent for the CERC 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.
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Item 9.01 |
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Financial Statements and Exhibits. |
The exhibits listed below are filed herewith.
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(d) |
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Exhibits. |
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4.1 |
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$1,200,000,000 Second Amended and Restated Credit Agreement
dated as of June 29, 2007 among CenterPoint Energy, Inc., Citibank, N.A., as
Syndication Agent, Barclays Bank plc, Bank of America, National Association and
Credit Suisse, Cayman Islands Branch, as Co-Documentation Agents, JPMorgan
Chase Bank, N.A., as Administrative |
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Agent, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as
Joint Lead Arrangers and Bookrunners, and the banks named therein. |
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4.2 |
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$300,000,000 Second Amended and Restated Credit Agreement dated
as of June 29, 2007 among CenterPoint Energy Houston Electric, LLC, Barclays
Bank plc and Wachovia Bank, National Association, as Co-Syndication Agents, UBS
Securities LLC and Deutsche Bank Securities Inc., as Co-Documentation Agents,
JPMorgan Chase Bank, N.A., as Administrative Agent, Barlays Capital and
Wachovia Bank, National Association, as Joint Lead Arrangers and Bookrunners,
and the banks named therein. |
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4.3 |
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$950,000,000 Second Amended and Restated Credit Agreement dated
as of June 29, 2007 among CenterPoint Energy Resources Corp., Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. and Banc of America Securities LLC,
as Lead Arrangers, Citibank, N.A., as Administrative Agent, Deutsche Bank
Securities Inc. and Bank of America, National Association, as Co-Syndication
Agents, The Royal Bank of Scotland plc and ABN AMRO Bank N.V., as
Co-Documentation Agents, and the initial lenders 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: July 6, 2007 |
By: |
/s/ James S. Brian
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James S. Brian |
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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: July 6, 2007 |
By: |
/s/ James S. Brian
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James S. Brian |
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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: July 6, 2007 |
By: |
/s/ James S. Brian
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James S. Brian |
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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 Second Amended and Restated Credit
Agreement dated as of June 29, 2007 among CenterPoint Energy,
Inc., Citibank, N.A., as Syndication Agent, Barclays Bank plc,
Bank of America, National Association and Credit Suisse,
Cayman Islands Branch, as Co-Documentation Agents, JPMorgan
Chase Bank, N.A., as Administrative Agent, J.P. Morgan
Securities Inc. and Citigroup Global Markets Inc., as Joint
Lead Arrangers and Bookrunners, and the banks named therein. |
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4.2
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$300,000,000 Second Amended and Restated Credit Agreement
dated as of June 29, 2007 among CenterPoint Energy Houston
Electric, LLC, Barclays Bank plc and Wachovia Bank, National
Association, as Co-Syndication Agents, UBS Securities LLC and
Deutsche Bank Securities Inc., as Co-Documentation Agents,
JPMorgan Chase Bank, N.A., as Administrative Agent, Barlays
Capital and Wachovia Bank, National Association, as Joint Lead
Arrangers and Bookrunners, and the banks named therein. |
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4.3
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$950,000,000 Second Amended and Restated Credit Agreement
dated as of June 29, 2007 among CenterPoint Energy Resources
Corp., Citigroup Global Markets Inc., Deutsche Bank Securities
Inc. and Banc of America Securities LLC, as Lead Arrangers,
Citibank, N.A., as Administrative Agent, Deutsche Bank
Securities Inc. and Bank of America, National Association, as
Co-Syndication Agents, The Royal Bank of Scotland plc and ABN
AMRO Bank N.V., as Co-Documentation Agents, and the initial
lenders named therein. |