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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): November 18, 2008
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 |
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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 |
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(Zip Code) |
Registrant’s 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) |
Registrant’s 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2008, an amendment to CenterPoint Energy, Inc.’s (the Company’s) $1.2 billion
bank credit facility became effective. The amendment modifies the financial ratio covenant in that
credit facility by temporarily increasing the permitted ratio of “consolidated indebtedness” to
“EBITDA” (as those terms are defined in the facility) from 5 times to 5.5 times. The increased
ratio will be in effect until the earlier of (i) December 31, 2009 or (ii) the date the Company’s
electric transmission and distribution subsidiary, CenterPoint Energy Houston Electric, LLC
(CenterPoint Houston), receives proceeds from storm recovery bonds. CenterPoint Houston expects to
seek legislative and regulatory authorization to issue such storm recovery bonds during 2009 to
recover the costs it has incurred in restoring electric service following Hurricane Ike. The
increase in the covenant ratio is expected to increase the amount of additional indebtedness the
Company and its subsidiaries can incur by approximately the amount of the estimated storm
restoration costs during the period CenterPoint Houston is seeking to recover those costs. The
amendment also clarifies that the indebtedness incurred in the planned storm recovery
securitization will not constitute “indebtedness” for purposes of the covenant calculation. A
conforming amendment to CenterPoint Houston’s current bank credit facility regarding the definition
of “indebtedness” has also been approved by the lenders in that facility.
The amendments described above are filed as Exhibits 4.1 and 4.2 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 amendments.
Item 9.01 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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Second Amendment dated as of November 18, 2008 to Amended and
Restated Credit Agreement dated as of June 29, 2007, among CenterPoint Energy
Inc., as Borrower, and the banks named therein |
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4.2 |
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First Amendment dated as of November 18, 2008 to Amended and
Restated Credit Agreement dated as of June 29, 2007, among CenterPoint Houston,
as Borrower, 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.
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CENTERPOINT ENERGY, INC.
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| Date: November 18, 2008 |
By: |
/s/ Walter L. Fitzgerald
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Walter L. Fitzgerald |
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Senior Vice Presiden 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: November 18, 2008 |
By: |
/s/ Walter L. Fitzgerald
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Walter L. Fitzgerald |
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Senior Vice Presiden 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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Second Amendment dated as of November 18, 2008 to Amended and
Restated Credit Agreement dated as of June 29, 2007, among
CenterPoint Energy Inc., as Borrower, and the banks named therein |
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4.2
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First Amendment dated as of November 18, 2008 to Amended and
Restated Credit Agreement dated as of June 29, 2007, among
CenterPoint Houston, as Borrower, and the banks named therein |