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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): MARCH 7, 2005
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CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
TEXAS 1-31447 74-0694415
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 207-1111
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CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Exact name of registrant as specified in its charter)
TEXAS 1-3187 22-3865106
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 207-1111
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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))
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ITEM 1.01 ENTRY INTO 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.
CenterPoint Energy, Inc. Credit Facility. On March 7, 2005, CenterPoint
Energy, Inc. (the "Company") replaced its $750 million revolving credit facility
with a $1 billion five-year revolving credit facility with Citibank N.A., as
Syndication Agent, Barclays Bank plc, Bank of America, N.A. and Credit Suisse
First Boston, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as
Administrative Agent. Borrowings may be made under the facility at the London
interbank offered rate ("LIBOR") plus 100 basis points based on current credit
ratings. An additional utilization fee of 12.5 basis points applies to
borrowings any time more than 50% of the facility is utilized. Changes in credit
ratings would lower or raise the increment to LIBOR depending on whether ratings
improved or were lowered. The facility contains covenants, including a debt to
earnings before interest, taxes, depreciation and amortization ("EBITDA")
covenant and an EBITDA to interest covenant.
Borrowings under the facility are available upon customary terms and
conditions for facilities of this type, including a requirement that the Company
represent, except as described below, that no "material adverse change" has
occurred at the time of a new borrowing under this facility. A "material adverse
change" is defined as the occurrence of a material adverse change in the
Company's ability to perform its obligations under the facility. The base line
for any determination of a relative material adverse change is the Company's
most recently audited financial statements. At any time after the first time the
Company's credit ratings reach at least BBB by Standard & Poor's Ratings
Services, a division of The McGraw Hill Companies ("S&P"), and Baa2 by Moody's
Investors Service, Inc. ("Moody's"), BBB+ by S&P and Baa3 by Moody's, or BBB- by
S&P and Baa1 by Moody's, or if the drawing is to retire maturing commercial
paper, the Company is not required to represent as a condition to such drawing
that no material adverse change has occurred or that no litigation expected to
have a material adverse effect has occurred.
CenterPoint Energy Houston Electric, LLC Credit Facilities. Also on
March 7, 2005, CenterPoint Energy Houston Electric, LLC, a wholly owned
subsidiary of the Company ("CenterPoint Houston"), established a $200 million
five-year revolving credit facility with Barclays Bank plc, as Syndication
Agent, Bank of America, N.A., Citibank, N.A. and UBS Securities LLC, as
Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent.
Borrowings may be made under the facility at LIBOR plus 75 basis points based on
CenterPoint Houston's current credit rating. An additional utilization fee of
12.5 basis points applies to borrowings any time more than 50% of the facility
is utilized. Changes in credit ratings would lower or raise the increment to
LIBOR depending on whether ratings improved or were lowered.
CenterPoint Houston also established on March 7, 2005 a $1.31 billion
credit facility with Deutsche Bank Securities Inc., as Syndication Agent, ABN
Amro Bank N.V., JPMorgan Chase Bank, N.A. and Wachovia Bank, National
Association, as Co-Documentation Agents, and Citibank, N.A., as Administrative
Agent. This facility is available to be utilized to refinance CenterPoint
Houston's $1.31 billion term loan maturing in November 2005 in the event that
proceeds from the issuance of transition bonds are not available to repay such
term loan. Drawings may be made under this credit facility until November 2005,
at which time any outstanding borrowings are converted to term loans maturing in
November 2007. Net proceeds from the issuance of transition bonds and certain
new net indebtedness for borrowed money issued by CenterPoint Houston in excess
of $200 million must be used to repay borrowings under the new facility. Based
on CenterPoint Houston's current credit ratings, borrowings under the facility
can be made at LIBOR plus 75 basis points. Changes in credit ratings would lower
or raise the increment to LIBOR depending on whether ratings improved or were
lowered. Any drawings under this facility must be secured by CenterPoint
Houston's general mortgage bonds in the same principal amount and bearing the
same interest rate as such drawings.
CenterPoint Houston's $200 million and $1.31 billion credit facilities
each contain covenants, including a debt to total capitalization covenant of 68%
and an EBITDA to interest covenant. Borrowings under CenterPoint Houston's $200
million credit facility and its $1.31 billion credit facility are available
notwithstanding that a material adverse change has occurred or litigation that
could be expected to have a material adverse effect has occurred, so long as
other customary terms and conditions are satisfied.
General. Borrowings under each of the credit facilities are subject to
acceleration upon the occurrence of events of default that the Company considers
usual and customary.
On March 11, 2005, the Company had borrowed approximately $235 million
under its revolving credit facility, and CenterPoint Houston had borrowed
approximately $30 million under its $200 million credit facility.
The credit agreements are filed as exhibits 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.
(c) Exhibits.
4.1 $1,000,000,000 Credit Agreement dated as of March 7,
2005 among CenterPoint Energy, Inc., Citibank N.A.,
as Syndication Agent, Barclays Bank plc, Bank of
America, N.A. and Credit Suisse First Boston, as
Co-Documentation Agents, and JPMorgan Chase Bank,
N.A., as Administrative Agent, and the banks named
therein.
4.2 $200,000,000 Credit Agreement dated as of March 7,
2005 among CenterPoint Energy Houston Electric, LLC.,
Barclays Bank plc, as Syndication Agent, Bank of
America, N.A., Citibank, N.A. and UBS Securities LLC,
as Co-Documentation Agents, and JPMorgan Chase Bank,
N.A., as Administrative Agent, and the banks named
therein.
4.3 $1,310,000,000 Credit Agreement dated as of March 7,
2005 among CenterPoint Energy, Inc., Deutsche Bank
Securities Inc., as Syndication Agent, ABN Amro Bank
N.V., JPMorgan Chase Bank, N.A. and Wachovia Bank,
National Association, as Co-Documentation Agents, and
Citibank, N.A., as Administrative Agent 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.
CENTERPOINT ENERGY, INC.
Date: March 11, 2005 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and
Chief Accounting Officer
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.
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
Date: March 11, 2005 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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4.1 $1,000,000,000 Credit Agreement dated as of March 7,
2005 among CenterPoint Energy, Inc., Citibank N.A., as
Syndication Agent, Barclays Bank plc, Bank of America,
N.A. and Credit Suisse First Boston, as
Co-Documentation Agents, and JPMorgan Chase Bank,
N.A., as Administrative Agent, and the banks named
therein.
4.2 $200,000,000 Credit Agreement dated as of March 7,
2005 among CenterPoint Energy Houston Electric, LLC.,
Barclays Bank plc, as Syndication Agent, Bank of
America, N.A., Citibank, N.A. and UBS Securities LLC,
as Co-Documentation Agents, and JPMorgan Chase Bank,
N.A., as Administrative Agent, and the banks named
therein.
4.3 $1,310,000,000 Credit Agreement dated as of March 7,
2005 among CenterPoint Energy, Inc., Deutsche Bank
Securities Inc., as Syndication Agent, ABN Amro Bank
N.V., JPMorgan Chase Bank, N.A. and Wachovia Bank,
National Association, as Co-Documentation Agents, and
Citibank, N.A., as Administrative Agent and the banks
named therein.