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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 CenterPoint Energy Transi… IV LLC 10-K 12/31/23 7:737K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 82K
3: EX-33.1 Report of Compliance with Servicing Criteria HTML 44K
4: EX-33.2 Report of Compliance with Servicing Criteria HTML 584K
5: EX-34.1 Attestation Report on Assessment of Compliance HTML 10K
with Servicing Criteria
6: EX-34.2 Attestation Report on Assessment of Compliance HTML 10K
with Servicing Criteria
7: EX-35.1 Servicer Compliance Statement HTML 9K
2: EX-31.1 Certification -- §302 - SOA'02 HTML 9K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2023
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 333-177662-01
CenterPoint Energy Transition Bond Company IV, LLC
(Exact name of registrant as specified in its charter)
CenterPoint Energy Houston Electric, LLC
(Exact name of depositor and sponsor as specified in its charter)
| Delaware | 45-3687039 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| 1111 Louisiana, Suite 4664B | |
| Houston, Texas 77002 | (713) 207-5776 |
| (Address and zip code of principal executive offices) | (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No 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 ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer x | Smaller reporting company ¨ | Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the member’s equity held by non-affiliates of the registrant as of June 30, 2023: None
Documents incorporated by reference: A portion of the proxy statement relating to the 2024 Annual Meeting of Shareholders of CenterPoint Energy, Inc. is incorporated by reference in Item 11 of Part III of this report.
PART I
Item 1. Business.
Omitted pursuant to General Instruction J of Form 10-K.
Item 1A. Risk Factors.
Omitted pursuant to General Instruction J of Form 10-K.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Omitted pursuant to General Instruction J of Form 10-K.
Item 2. Properties.
Omitted pursuant to General Instruction J of Form 10-K.
Item 3. Legal Proceedings.
Omitted pursuant to General Instruction J of Form 10-K.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted pursuant to General Instruction J of Form 10-K.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Omitted pursuant to General Instruction J of Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Omitted pursuant to General Instruction J of Form 10-K.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9A. Controls and Procedures.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
As of the date of this Annual Report on Form 10-K, CenterPoint Energy Transition Bond Company IV, LLC (the “Issuing Entity”) has five managers. For as long as necessary under applicable Rating Agency criteria (as such term is defined in the Issuing Entity’s Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”)) in order to maintain a rating of “AAA” (or the equivalent thereof) for the Issuing Entity’s Series 2012 Senior Secured Transition Bonds, the Issuing Entity shall have at least two individuals who are Independent Managers (as such term is defined in the LLC Agreement). In the event that two Independent Managers are not necessary under applicable Rating Agency criteria in order to maintain such a rating, the Issuing Entity shall have at least one individual who is an Independent Manager. Currently, Messrs. Angelo and O’Connor serve as the Independent Managers of the Issuing Entity.
Independent Manager is defined in the LLC Agreement as a manager of the Issuing Entity who is not, and within the previous five years was not (except solely by virtue of such Person’s serving as, or affiliation with any other Person serving as, a special member or an independent director or manager, as applicable, of CenterPoint Energy Houston Electric, LLC (“Houston Electric”), the Issuing Entity or any bankruptcy remote special purpose entity that is an Affiliate of Houston Electric or the Issuing Entity), (i) a stockholder, member, partner, director, officer, employee, Affiliate, customer, supplier, creditor or independent contractor of, or any Person that has received any benefit in any form whatsoever from (other than in such Manager’s capacity as a ratepayer or customer of Houston Electric in the ordinary course of business), or any Person that has provided any service in any form whatsoever to, or any major creditor (or any Affiliate of any major creditor) of, the Issuing Entity, Houston Electric or any of their Affiliates, or (ii) any Person owning beneficially, directly or indirectly, any outstanding shares of common stock, any limited liability company interests or any partnership interests, as applicable, of the Issuing Entity, Houston Electric, or any of their Affiliates, or of any major creditor (or any Affiliate of any major creditor) of any of the foregoing, or a stockholder, member, partner, director, officer, employee, Affiliate, customer, supplier, creditor or independent contractor of, or any Person that has received any benefit in any form whatever from (other than in such Person’s capacity as a ratepayer or customer of Houston Electric in the ordinary course of business), or any Person that has provided any service in any form whatever to, such beneficial owner or any of such beneficial owner’s Affiliates, or (iii) a member of the immediate family of any person described above; provided that the indirect or beneficial ownership of stock through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. For purposes of this definition, “major creditor” shall mean a natural person or business entity to which the Issuing Entity, Houston Electric or any of their Affiliates has outstanding indebtedness for borrowed money or credit on open account in a sum sufficiently large as would reasonably be expected to influence the judgment of the proposed Independent Manager adversely to the interests of the Issuing Entity when the interests of that Person are adverse to those of the Issuing Entity. Capitalized terms used in this paragraph have the meanings assigned to them in the LLC Agreement.
The following are the managers of the Issuing Entity as of the date of this Annual Report on Form 10-K:
| Name | Age | Background | ||
| Christopher A. Foster | 45 |
Manager and President of the Issuing Entity since May 2023. Executive Vice President and Chief Financial Officer of Houston Electric and CenterPoint Energy, Inc. (“CenterPoint Energy”) since May 2023. Executive Vice President and Chief Financial Officer of PG&E Corporation from March 2021 to April 2023. Vice President and Interim Chief Financial Officer of PG&E Corporation from September 2020 to March 2021. Vice President, Treasury and Investor Relations of PG&E Corporation from March 2020 to September 2020. PG&E Corporation filed Chapter 11 bankruptcy on January 29, 2019 and successfully emerged from bankruptcy on July 1, 2020. | ||
| Kristie L. Colvin | 60 |
Manager and Senior Vice President and Chief Accounting Officer of the Issuing Entity since October 2023. Senior Vice President and Chief Accounting Officer of Houston Electric and CenterPoint Energy, Inc. since October 2023. Senior Vice President Regulatory Planning, Reporting and Electric Services from March 2022 until October 2023, Senior Vice President, Finance from December 2021 until March 2022, Senior Vice President and Chief Accounting Officer from September 2014 until December 2021 and, in addition to this role, Interim Executive Vice President and Chief Financial Officer from April 2020 to September 2020, Division Vice President Finance, Regulated Operations of Houston Electric and CenterPoint Energy, Inc. from July 2010 until September 2014. Senior Director, Financial Planning and Performance Measurement of CenterPoint Energy, Inc. from August 2007 through June 2010. | ||
| Jacqueline M. Richert | 40 | Manager and Vice President and Treasurer of the Issuing Entity since January 2022. Senior Vice President, Corporate Planning, Investor Relations, and Treasury of CenterPoint Energy, Inc. since March 2024. Vice President, Investor Relations and Treasurer of CenterPoint Energy, Inc. from January 2022 until March 2024. Vice President, Investor Relations and Treasurer of Houston Electric since January 2022. Director, Investor Relations of CenterPoint Energy, Inc. from March 2021 to January 2022. Ms. Richert has served in various roles of increase responsibility at Enterprise Products Partners from 2008 to 2021, including as Senior Director of Investor Relations from 2019 to 2021. | ||
| Bernard J. Angelo | 54 | Manager of the Issuing Entity. Senior Vice President of Global Securitization Services, LLC since April 1997. Director or manager, as the case may be, of Ameriquest Funding II Reo Subsidiary LLC (November 2000 - March 2009); Ameriquest Mortgage Securities Inc. (January 2000 - March 2009); Argent Securities Inc. (May 2002 - March 2009); Raven Funding LLC (since June 1999); ATAX TEBS I, LLC (since September 2010); ATAX TEBS II, LLC (since March 2014); ATAX TEBS III, LLC (since July 2015); ATAX TEBS IV, LLC (since July 2018); Bay View Deposit Corporation (November 2004 - December 2006); BCF Funding II LLC (February 2005 - April 2013); Carmax Auto Funding LLC (since August 2003); CEC Funding LLC (February 2005 - April 2013); Mercedes-Benz Trust Leasing Conduit LLC formerly known as Daimler Trust Leasing Conduit LLC (since January 2009); Mercedes-Benz Trust Leasing LLC formerly known as Daimler Trust Leasing LLC (since January 2009); Ford Credit Auto Receivables Two LLC (since January 2001); Hamilton Floating Rate Fund I, LLC (October 2005 - January 2011); Hexagon ABS Corp. (February 2005 - November 2006); J.G. Wentworth Receivables III LLC (since September 1997); PNC Mortgage Capital LLC, formerly known as National City Mortgage Capital LLC (since August 2005); PG&E Energy Recovery Funding LLC (October 2004 - December 2012); Prosper Funding LLC (since March 2012); RS TEBS, Inc. (May 2010 - May 2015); SunTrust Auto Receivables, LLC (May 2007 - November 2010); Venture Lending & Leasing IV, LLC (October 2004 - June 2009); Venture Lending & Leasing V, LLC (June 2006 - May 2009); World Omni Auto Receivables LLC (since March 2003); World Omni Auto Leasing LLC (since June 2008): ACREFI Holdings J-I, LLC (since December 2009); ACREFI Holdings J-II, LLC (since December 2009); Affirm ABS, LLC (since July 2020); Duke Energy Florida Project Finance LLC (since January 2016); Duke Energy Florida Project Finance LLC (since February 2016); Fifth Third Holdings Funding, LLC (since June 2007); Glenbridge Property Holding Corp. (since December 2018); Oaks Funding LLC (since January 2015); Oaks Funding II LLC (since April 2016) ; Duke Energy Carolinas NC Storm Funding LLC (since August 2021); Duke Energy Progress NC Storm Funding LLC (since August 2021); NOM-PEFF-I, LLC (since August 2021); VFI ABS 2022-1, LLC (since February 2022); FINN Funding LLC (since March 2022); LQC SP1 LLC (since April 2022); and Kansas Gas Service Securitization I, L.L.C. (since November 2022); ACR Group Paper Holdings JR GP LLC (since June 2023); VFI ABS 2023-1, LLC (since October 2023); Thoma Bravo Credit Asset Funding ABS, LLC (since November 2023); Duke Energy Progress SC Storm Funding LLC (since January 2024). |
| Name | Age | Background |
| Timothy O’Connor | 52 | Manager of the Issuing Entity. Senior Vice President of Global Securitization Services, LLC since April 2002. Director of California Petroleum Corporation from September 2009 to June 2016. |
Code of Conduct
The Issuing Entity is a wholly-owned subsidiary of Houston Electric which in turn is an indirect subsidiary of CenterPoint Energy. CenterPoint Energy has adopted a code of ethics for its Chief Executive Officer and Senior Financial Officers, which group consists of its Chief Financial Officer, Chief Accounting Officer, Treasurer and Assistant Controller. CenterPoint Energy has also adopted an Ethics and Compliance Code applicable to all directors, officers and employees, including those of its subsidiaries. CenterPoint Energy maintains a corporate governance page on its website which includes key information about its corporate governance initiatives, including its Ethics and Compliance Code and its Code of Ethics for Chief Financial Officer and Senior Financial Officers. The corporate governance page can be found at https://investors.centerpointenergy.com/governance.
Item 11. Executive Compensation.
Other than the annual independent managers fee of $3,500 paid to Global Securitization Services, LLC, the Issuing Entity does not pay any compensation to its executive officers or managers.
The information required by this item with respect to Houston Electric is incorporated herein by reference to the material under Compensation Discussion and Analysis of the definitive proxy statement of CenterPoint Energy for its 2024 annual meeting of shareholders filed with the Securities and Exchange Commission on March 15, 2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
None.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
None.
Item 14. Principal Accountant Fees and Services.
Omitted pursuant to General Instruction J of Form 10-K.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| (a) | Documents filed as a part of this report: |
| 1. | Financial Statements. |
Not applicable.
| 2. | Financial Statement Schedules. |
Not applicable.
| 3. | Exhibits required by Item 601 of Regulation S-K (exhibits marked with an asterisk are filed herewith and the others are incorporated by reference): |
| (b) | Exhibits required by this Form and Item 601 of Regulation S-K (exhibits marked with an asterisk are filed herewith): |
| (c) | Not applicable. |
Item 16. Form 10-K Summary.
None.
Item 1112(b). Significant Obligors of Pool Assets.
None.
Item 1114(b)(2). Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.
None.
Item 1115(b). Certain Derivatives Instruments.
None.
Item 1117. Legal Proceedings.
None.
Item 1119. Affiliations and Certain Relationships and Related Transactions.
The Issuing Entity is a wholly-owned subsidiary of CenterPoint Energy Houston Electric, LLC.
Item 1122. Compliance with Applicable Servicing Criteria.
See Exhibits 33.1, 33.2, 34.1 and 34.2 under Item 15.
Item 1123. Servicer Compliance Statement.
See Exhibit 35.1 under Item 15.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Houston, the State of Texas, on the 28th day of March, 2024.
| CENTERPOINT ENERGY TRANSITION BOND COMPANY IV, LLC, as Issuing Entity | |||
| By: | CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, as servicer | ||
| By: | /s/ Jacqueline M. Richert | ||
| Name: | Jacqueline M. Richert | ||
| Title: | Vice President and Treasurer | ||
| (Senior officer in charge of the servicing function of the servicer) | |||
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.
No such annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to the Registrant’s security holders. The Registrant will not be sending an annual report or any proxy material to its security holders subsequent to the filing of this Annual Report on Form 10-K.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/28/24 | None on these Dates | ||
| 3/15/24 | ||||
| For Period end: | 12/31/23 | |||
| 6/30/23 | ||||
| 7/1/20 | ||||
| 1/29/19 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/18/12 Centerpoint Energy Houston E… LLC 8-K:1,8,9 1/11/12 9:1.7M Donnelley … Solutions/FA 11/02/11 Centerpoint Energy Houston E… LLC S-3 4:2.6M Donnelley … Solutions/FA |