File No. 070-10128
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1/A
POST-EFFECTIVE AMENDMENT NO. 18 TO
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
Utility Holding, LLC
200 West Ninth Street Plaza
Suite 411
Wilmington, Delaware 19801
CenterPoint Energy Resources Corp.
1111 Louisiana
Houston, Texas 77002
(Name of companies filing this statement and address of principal
executive offices)
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
(Name of top registered holding company parent of each applicant or declarant)
Rufus S. Scott
Vice President, Deputy General Counsel and Assistant Corporate Secretary
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
(713) 207-7451
(Names and addresses of agents for service)
The Commission is also requested to send copies
of any communications in connection with this matter to:
James R. Doty, Esq. Margo S. Scholin, Esq.
Joanne C. Rutkowski, Esq. Baker Botts L.L.P.
Baker Botts L.L.P. 3000 One Shell Plaza
The Warner Houston, Texas 77002-4995
1299 Pennsylvania Avenue, N.W. (713) 229-1234
Washington, D.C. 20004-2400
(202) 639-7700
TABLE OF CONTENTS
PAGE
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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.............................................. 1
A. Requested Authorization.................................................... 1
B. Background................................................................. 1
C. Proposed Financing Transaction............................................. 3
ITEM 2. FEES, COMMISSIONS AND EXPENSES................................................... 3
ITEM 3. APPLICABLE STATUTORY PROVISIONS.................................................. 3
A. Applicable Provisions...................................................... 3
B. Sections 6 and 7........................................................... 4
C. Rule 54 Analysis........................................................... 4
ITEM 4. REGULATORY APPROVAL.............................................................. 5
ITEM 5. PROCEDURE........................................................................ 5
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS................................................ 5
A. Exhibits................................................................... 5
B. Financial Statements....................................................... 6
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.......................................... 6
Amendment No. 17 to the Application/Declaration previously filed in
this proceeding is hereby amended and restated to read as follows:
CenterPoint Energy, Inc. ("CenterPoint" or the "Company"), Utility
Holding, LLC and CenterPoint Energy Resources Corp. ("CERC") (together, the
"Applicants") hereby file a post-effective amendment (the "Amendment") to their
Application-Declaration asking the Securities and Exchange Commission (the
"Commission") to release jurisdiction over the issuance by CERC of up to $149
million in incremental external debt securities.(1)
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
A. REQUESTED AUTHORIZATION
By order dated June 30, 2003 (HCAR No. 27692) (the "Omnibus
Financing Order") and related supplemental orders, the Commission authorized
CenterPoint and its Subsidiaries, including CERC, to engage in certain financing
and related transactions through June 30, 2005 (the "Authorization Period").(2)
In this Amendment, CERC requests a release of jurisdiction over an additional
$149 million of the CERC Additional Debt Limit (as defined herein). As explained
more fully below, the $149 million in authority would enable CERC to put in
place a new $400 million revolving credit facility to replace its current $250
million credit facility, as described herein. The new credit facility is
intended to provide greater liquidity and a lower cost source of working capital
for CERC.
CERC will continue to comply with all of the financing parameters in
the Omnibus Financing Order, including the investment grade and equity
capitalization criteria set forth in the Omnibus Financing Order.(3)
B. BACKGROUND
1. Existing Financing Authority
In the Omnibus Financing Order, the Commission authorized various
financing and related transactions. Of interest here, the Omnibus Financing
Order, by reference to the application:
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(1) CenterPoint holds its utility interests through Utility Holding, LLC,
a Delaware limited liability company that is a conduit entity formed solely to
minimize tax liability.
(2) The term "Subsidiaries" refers to each existing direct or indirect
subsidiary company of CenterPoint, as well as any direct or indirect subsidiary
companies that CenterPoint may form with the approval of the Commission or in
reliance on rules or statutory exemptions.
(3) In particular, CERC would continue to maintain a minimum of 30% common
equity capitalization, as required by the Omnibus Financing Order. As of March
31, 2005, CERC's common equity capitalization was 53.1%, on a consolidated
basis.
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(i) Approved the continuation of existing financing arrangements,
guarantees and hedging arrangements, as well as any transactions
undertaken to extend the terms of or replace, refund or refinance
existing obligations and the issuance of new obligations in exchange
for existing obligations, provided in each case that the issuing
entity's total capitalization is not increased as a result of such
financing transaction; and
(ii) Authorized CERC to issue or sell external long-term debt securities
in an incremental amount of $500 million and external short-term
debt securities in an incremental amount of $500 million, subject to
an overall incremental limit of $500 million in long-term and
short-term debt securities (the "CERC Additional Debt Limit") such
that the total amount of CERC external debt will not exceed $3.037
billion at any one time outstanding during the Authorization Period
(the "CERC Aggregate Debt Limit"), and reserved jurisdiction over
the CERC Additional Debt Limit such that the amount of CERC external
debt securities under the authorized CERC Aggregate Debt Limit will
not exceed $2.537 billion at any one time outstanding during the
Authorization Period.
The authorized financing transactions were subject to certain terms and
conditions, including the maintenance by CERC of a minimum of 30% common equity
capitalization. The Omnibus Financing Order also noted that, during the
Authorization Period, "the CenterPoint system's financing transactions will be
largely limited to refinancing, replacing or extending the term of existing
obligations."
By order dated October 28, 2003 (HCAR No. 27743), the Commission
released jurisdiction over the issuance of an incremental $50 million in
external debt in connection with the refinancing of 6 3/8% Term Enhanced
ReMarketable Securities (the "TERMS").(4)
By order dated March 19, 2004 (HCAR No. 27818) the Commission
released jurisdiction over the issuance of an additional incremental $50 million
of the CERC Additional Debt Limit, such that the total amount of CERC external
debt will not exceed $2.607 billion at any time outstanding during the
Authorization Period.
2. Existing Financing Arrangements
CERC's current dedicated revolving credit facility provides for an
aggregate of $250 million in committed credit. The current credit facility
terminates on March 23, 2007. Fully-drawn rates for borrowings under the current
credit facility, including the facility fee, are
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(4) On November 3, 2003, CERC issued $160 million aggregate principal
amount of its 5.95% senior notes due 2014. CERC used the proceeds to redeem $140
million aggregate principal amount of TERMS maturing in November and other costs
relating to the issuance of the 5.95% notes. The remaining $30 million in
incremental financing authority that was authorized in the October Order was not
used. For purposes of this request, Applicants are assuming that the release of
jurisdiction expired with respect to the unused portion of authority granted
under the October Order.
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London Interbank Offered Rate (LIBOR) plus 150 basis points based on current
credit ratings and the applicable pricing grid. As of May 1, 2005, the current
credit facility was not utilized.
CERC has outstanding indebtedness that matures in mid-2005.
C. PROPOSED FINANCING TRANSACTION
The Applicants believe, on the basis of currently available
information, including current interest rates and other factors, that it may be
appropriate for CERC to replace its existing credit facility with a new
revolving credit facility with a capacity of as much as $400 million. It is
contemplated that the new facility would provide greater liquidity on more
favorable terms and for a longer period than the existing facility. CERC seeks a
release of jurisdiction in the amount of $149 million in this regard. By taking
advantage of current market conditions, CERC expects to enhance its liquidity
while locking in favorable rates and terms for five years.
As noted above, all such financing transactions would be subject to
the terms and conditions set forth in the Omnibus Financing Order. In
particular, CERC will continue to comply with the requirement that at all times
during the Authorization Period, it must maintain common equity of at least 30%
of its consolidated capitalization (common equity, preferred stock, long-term
debt and short-term debt) as reflected in the most recent Form 10-K or Form 10-Q
filed with the Commission, and adjusted to reflect changes in capitalization
since the balance sheet date therein, unless otherwise authorized. Additionally,
no securities may be issued in reliance on the authority requested in this
post-effective amendment unless: (i) the security to be issued, if rated, is
rated investment grade by at least one nationally recognized statistical rating
organization ("NRSRO") as that term is used in paragraphs (c)(2)(vi)(E), (F) and
(H) of Rule 15c3-1 under the Securities Exchange Act of 1934; (ii) all
outstanding rated securities of the issuer are rated investment grade by at
least one NRSRO; and (iii) all outstanding rated securities of the top-level
registered holding company are rated investment grade by at least one NRSRO.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The fees, commissions and expenses paid or incurred or to be
incurred in connection with this Amendment are estimated to be $30,000, plus the
fees paid in connection with the new facility, which will comply with the
requirements of the Omnibus Financing Order.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
A. APPLICABLE PROVISIONS
Sections 6(a) and 7 of the Act and Rules 44 and 54 thereunder are
considered applicable to the proposed transactions. To the extent that the
proposed transactions are considered by the Commission to require
authorizations, exemption or approval under any section of the Act or the rules
and regulations thereunder other than those set forth above, request for such
authorization, exemption or approval is hereby made.
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B. SECTIONS 6 AND 7
Section 6(a) requires the filing of a declaration with the
Commission in connection with (i) an issuance and sale of any security by a
registered holding company or subsidiary company or (ii) an exercise of "any
privilege or right to alter the priorities, preferences, voting power or other
rights of the holders of an outstanding security" of the registered holding
company or subsidiary. Commission approval of a declaration is subject to
Section 7(c), which concerns the type of security and purpose for which it is
issued. If the standards of Sections 7(c) and 7(g) (which concerns any necessary
state approvals and is inapplicable in this matter) are met, the Commission
"shall" permit a declaration to become effective, unless it makes certain
findings described in Section 7(d) of the Act.
The standards of Section 7(c) of the Act are satisfied because the
proposed securities will be issued and sold solely for the purpose of "financing
the business of the declarant as a public-utility company", as contemplated by
Section 7(c)(2)(B).
No adverse findings are required under Section 7(d) of the Act. In
particular, no adverse finding is required under Section 7(d)(1) or (2)
concerning the financing transaction. Among other things, Section 7(d)
authorizes the Commission to authorize the issuance of a security unless it
finds that: (a) "the security is not reasonably adapted to the security
structure of the declarant and other companies in the same holding company
system"; or (b) "the security is not reasonably adapted to the earning power of
the declarant." CERC will continue to maintain a minimum of 30% common equity
capitalization at all times during the Authorization Period and otherwise
continue to comply with the terms and conditions of the Omnibus Financing Order.
No adverse finding is required under Section 7(d)(3) of the Act,
which concerns the necessity and appropriateness of a proposed financing to the
economical and efficient operations of a registered system. As noted above, the
Applicants believe that the proposed financing transactions are in the best
interests of CERC and so provide for the economical and efficient operations of
CERC.
No adverse findings are required under Section 7(d)(4) because the
fees, commissions and other remuneration to be paid in connection with the
subject financing transactions will comply with the standards approved by the
Commission in the Omnibus Financing Order.
Finally, the terms and conditions of the proposed sale of securities
are consistent with those approved by the Commission in the Omnibus Financing
Order and so, are not detrimental to the public interest or the interest of
investors or consumers.
C. RULE 54 ANALYSIS.
The proposed transactions are subject to Rule 54 under the Act,
which refers to Rule 53. Rule 54 under the Act provides that in determining
whether to approve certain transactions other than those involving exempt
wholesale generators ("EWGs") or foreign utility companies ("FUCOs"), as defined
in the Act, the Commission will not consider the effect of the
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capitalization or earnings of any subsidiary company which is an EWG or FUCO if
Rule 53(a), (b) and (c) under the Act are satisfied.
CenterPoint has no investments in FUCOs or EWGs.
CenterPoint had negative retained earnings as of March 31, 2005, and
so is not in compliance with Rule 53(a)(1). CenterPoint complies with, and will
continue to comply with, the record-keeping requirements of Rule 53(a)(2) under
the Act, the limitation under Rule 53(a)(3) under the Act on the use of domestic
public-utility company personnel to render services to EWGs and FUCOs, and the
requirements of Rule 53(a)(4) under the Act concerning the submission of copies
of certain filings under the Act to retail regulatory commissions. Further, none
of the circumstances described in Rule 53(b) under the Act has occurred or is
continuing. Rule 53(c) under the Act is by its terms inapplicable to the
transactions proposed herein that do not involve the issue and sale of
securities (including guarantees) to finance an acquisition of an EWG or FUCO.
ITEM 4. REGULATORY APPROVAL.
No state or federal commission other than the Commission has
jurisdiction with respect to any of the proposed transactions described in this
Amendment.
ITEM 5. PROCEDURE.
The Applicants request that the Commission's order be issued as soon
as possible, and that there should not be a 30-day waiting period between
issuance of the Commission's order and the date on which the order is to become
effective. The Applicants hereby waive a recommended decision by a hearing
officer or any other responsible officer of the Commission and consent that the
Division of Investment Management may assist in the preparation of the
Commission's decision and/or order, unless the Division opposes the matters
proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
A. EXHIBITS.
G-1.2 Principal amount of external debt and trust preferred securities of
CenterPoint and its Subsidiaries as of March 31, 2005 (previously filed).
G-2 Quarterly Report of CenterPoint on Form 10-Q for the three months ended
March 31, 2005 (File No. 1-31447) (filed with the Commission on May 9, 2005 and
incorporated by reference herein).
G-3 Quarterly Report of CenterPoint Energy Resources Corp. on Form 10-Q for the
three months ended March 31, 2005 (File No. 1-13265) (filed with the Commission
on May 11, 2005 and incorporated by reference herein).
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B. FINANCIAL STATEMENTS.
FS-1 Consolidated Balance Sheets of CenterPoint as of December 31, 2004 and
Statements of Consolidated Operations, Statements of Consolidated Comprehensive
Income and Statements of Consolidated Cash Flows for the year ended December 31,
2004 (incorporated by reference to CenterPoint's Annual Report on Form 10-K for
the year ended December 31, 2004 (File No. 1-31447)).
FS-7 Consolidated Balance Sheets of CenterPoint Energy Resources Corp. as of
December 31, 2004 and Statements of Consolidated Income, Statements of
Consolidated Comprehensive Income and Statements of Consolidated Cash Flows of
CenterPoint Energy Resources Corp. for the year ended December 31, 2004
(incorporated by reference to CenterPoint Energy Resources Corp.'s Annual Report
on Form 10-K for the year ended December 31, 2004 (File No. 1-13265)).
FS-13.1 CenterPoint consolidated financials (forecasts through 2009) (filed in
connection herewith with a request for confidential treatment).
FS-14.1 CERC financials (forecasts through 2009) (filed in connection herewith
with a request for confidential treatment).
FS-18.1 CenterPoint equity percentages (forecasts through 2009) (filed in
connection herewith with a request for confidential treatment).
FS-19.1 CERC equity percentages (forecasts through 2009) (filed in connection
herewith with a request for confidential treatment).
FS-20.1 Additional CERC financial information (filed in connection herewith with
a request for confidential treatment).
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
The proposed transaction involves neither a "major federal action"
nor "significantly affects the quality of the human environment" as those terms
are used in Section 102(2)(C) of the National Environmental Policy Act, 42
U.S.C. Sec. 4321 et seq. No federal agency is preparing an environmental impact
statement with respect to this matter.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the Applicants have duly caused this Amendment to be
signed on their behalf by the undersigned thereunto duly authorized.
Date: June 15, 2005
CENTERPOINT ENERGY, INC.
and its Subsidiaries
By: /s/ Rufus S. Scott
------------------------------
Rufus S. Scott
Vice President, Deputy General Counsel and Assistant Corporate Secretary
CenterPoint Energy, Inc.
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