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, 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 (IRS Employer
of incorporation) File Number) 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 (IRS Employer
of incorporation) File Number) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (713) 207-1111
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CENTERPOINT ENERGY RESOURCES CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13265 76-0511406
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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))
EXPLANATORY NOTE
The information in Items 1.01 and 2.03 of this report, including
Exhibit 4.1 attached hereto, is being filed only on behalf of CenterPoint
Energy, Inc. (the "Company") and CenterPoint Energy Resources Corp. ("CERC").
The information in Item 8.01 of this report is being filed on behalf of the
Company, CERC and CenterPoint Energy Houston Electric, LLC ("CEHE").
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.
On June 30, 2005, CERC, the natural gas distribution, pipelines and
gathering operations subsidiary of the Company, replaced its three-year, $250
million bank credit facility expiring in 2007 with a five-year, $400 million
bank credit facility with Citigroup Global Markets Inc., Barclays Capital and
Banc of America Securities LLC as Lead Arrangers, Citibank, N.A. as
Administrative Agent, Barclays Bank PLC and Bank of America, N.A. as
Co-Syndication Agents, Citibank, N.A., Barclays Bank PLC and Bank of America,
N.A. as Issuing Banks and Credit Suisse, Cayman Islands Branch, Deutsche Bank AG
New York Branch, JPMorgan Chase Bank, N.A., The Royal Bank of Scotland PLC and
Wachovia Bank, National Association as Documentation Agents. The credit facility
terminates on June 30, 2010. Borrowings may be made under the facility at the
London interbank offered rate ("LIBOR") plus 55 basis points, including the
facility fee, based on current credit ratings. An additional utilization fee of
10 basis points applies to borrowings any time more than 50% of the facility is
utilized. Changes in credit ratings could lower or raise the increment to LIBOR
depending on whether ratings improved or were lowered. The facility contains
covenants, including a total debt to capitalization covenant and an earnings
before interest, taxes, depreciation and amortization to interest covenant.
Borrowings under the facility are available upon customary terms
and conditions for facilities of this type and are subject to acceleration upon
the occurrence of events of default that CERC considers usual and customary. On
July 6, 2005, no borrowings were outstanding under the facility.
The credit agreement is filed as Exhibit 4.1 to this report and is
incorporated by reference herein. The foregoing summary does not purport to be
complete and is qualified in its entirety by reference to the credit agreement.
ITEM 8.01 OTHER EVENTS.
On June 29, 2005, the U.S. Securities and Exchange Commission
("SEC") issued an order to permit the Company and its subsidiaries to undertake
certain financing and related transactions through June 30, 2008 (the "Omnibus
Financing Order"). Registered public utility holding companies like the Company
must obtain prior authorization from the SEC under the Public Utility Holding
Company Act of 1935 to engage in financing activities, and the Omnibus Financing
Order permits the Company and its subsidiaries to engage in their expected
financing activities over the period of the authorization, subject to the terms
of the Order. The Omnibus Financing Order permits the Company and its
subsidiaries, among other activities, to refinance and replace their currently
outstanding debt obligations, to issue common and preferred stock, to organize
and reorganize subsidiaries, to issue guarantees, to engage in hedging
activities and to provide intrasystem financing.
In the Omnibus Financing Order, the SEC "reserved jurisdiction"
over a number of matters, meaning that an order will be required from the SEC
before the Company may conduct those activities. However, an order regarding the
activities over which the SEC has reserved jurisdiction generally can be issued
by the SEC more quickly than orders on other matters, though there is no
assurance that a release of jurisdiction will be granted on a given matter or
the terms under which such an order will be issued. In the Omnibus Financing
Order, the SEC reserved jurisdiction over all authority otherwise granted if the
Company's common equity ratio falls below its level as of March 31, 2005 or if
the common equity ratio of either CERC or its electric utility subsidiary, CEHE,
falls below 30 percent (net of securitization debt). Among the other
transactions over which the SEC reserved jurisdiction are: (i) issuance of
securities by the Company or any subsidiary unless the Company's and the
issuer's
other securities which are rated have an investment grade rating from at least
one rating agency, (ii) further investment in inactive subsidiaries, (iii)
payment of dividends by the Company from capital or unearned surplus and (iv)
transactions subsequent to September 30, 2006. So long as the Company's common
equity is less than 30% of its capitalization, the SEC also reserved
jurisdiction over the use of proceeds from authorized financings for the
acquisition of additional energy-related or gas-related companies (called "Rule
58 Companies"). Finally, the SEC reserved jurisdiction over the issuance of $500
million in incremental debt by each of the Company, CEHE and CERC. The total
authorized amount of debt and preferred securities that could be outstanding
during the authorization period, including the amounts over which the SEC has
reserved jurisdiction and undrawn amounts under revolving credit facilities,
are: $4.334 billion for the Company, $2.280 billion for CEHE and $3.256 billion
for CERC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The exhibits listed below are filed herewith.
(c) Exhibits.
4.1 $400,000,000 Credit Agreement dated as of June 30, 2005
among CenterPoint Energy Resources Corp., as Borrower,
Citigroup Global Markets Inc., Barclays Capital and Banc
of America Securities LLC, as Lead Arrangers, Citibank,
N.A., as Administrative Agent, Barclays Bank PLC and
Bank of America, N.A., as Co-Syndication Agents,
Citibank, N.A., Barclays Bank PLC and Bank of America,
N.A., as Issuing Banks, and Credit Suisse, Cayman
Islands Branch, Deutsche Bank AG New York Branch,
JPMorgan Chase Bank, N.A., The Royal Bank of Scotland
PLC and Wachovia Bank, National Association, as
Documentation Agents.
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: July 7, 2005 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and
Chief Accounting Officer
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 HOUSTON
ELECTRIC, LLC
Date: July 7, 2005 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and
Chief Accounting Officer
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 RESOURCES CORP.
Date: July 7, 2005 By: /s/ James S. Brian
----------------------------------
James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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4.1 $400,000,000 Credit Agreement dated as of June 30, 2005 among
CenterPoint Energy Resources Corp., as Borrower, Citigroup Global
Markets Inc., Barclays Capital and Banc of America Securities LLC,
as Lead Arrangers, Citibank, N.A., as Administrative Agent,
Barclays Bank PLC and Bank of America, N.A., as Co-Syndication
Agents, Citibank, N.A., Barclays Bank PLC and Bank of America,
N.A., as Issuing Banks, and Credit Suisse, Cayman Islands Branch,
Deutsche Bank AG New York Branch, JPMorgan Chase Bank, N.A., The
Royal Bank of Scotland PLC and Wachovia Bank, National Association,
as Documentation Agents.