CLECO CORPORATE HOLDINGS LLC (NYSE:CNL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
and
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On December20, 2016, Cleco Power LLC (Cleco Power), a wholly
owned subsidiary of Cleco Corporate Holdings LLC, completed the
issuance and sale in a private placement of an aggregate
principal amount of $330.0 million of unsecured senior notes (the
Offering) consisting of $130.0 million aggregate principal amount
of 3.47% Senior Notes, Series A, due December16, 2026 (the Series
A Notes) and $200.0 million aggregate principal amount of 3.57%
Senior Notes, Series B, due December16, 2028 (together with the
Series A Notes, the Senior Notes).
The Company intends to use the net proceeds of the Offering (i)to
replace cash used in November 2016 to redeem at par $60.0million
of 4.70% Solid Waste Disposal Facility bonds due November 2036,
(ii)to redeem $250.0million of 6.65% senior notes due 2018 prior
to maturity and pay make whole payments of approximately
$19.0million in connection with such redemption, and (iii)for
general company purposes.
The Senior Notes were offered and sold to institutional
accredited investors in a private placement that qualified for
exemption from registration under the Securities Act of 1933, as
amended (the Securities Act). The Senior Notes will not be
registered for resale under the Securities Act and may not be
offered or sold absent such registration or an applicable
exemption from the registration requirements of the Securities
Act and applicable state securities laws. The information
contained in this current report on Form 8-K does not constitute
an offer to sell or solicitation of offers to buy the Senior
Notes or any other securities.
The Note Purchase Agreement to which the Senior Notes were sold
to the purchasers named therein (the Note Purchase Agreement)
contains, among other provisions, the following covenants:
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a requirement that Cleco Power maintain Total Indebtedness (as defined in the Note Purchase Agreement) equal to or less than 65% of Total Capitalization (as defined in the Note Purchase Agreement) as of the end of any fiscal quarter or fiscal year end; |
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a prohibition against any of Cleco Powers Subsidiaries (as defined in the Note Purchase Agreement) incurring Indebtedness (as defined in the Note Purchase Agreement) other than (a) existing Indebtedness and renewals or replacements thereof; (b) Indebtedness owed by any Subsidiary to Cleco Power or any other Subsidiary; (c) Indebtedness of a Subsidiary existing at the time it becomes a Subsidiary, subject to certain requirements; (d) Indebtedness secured by any Lien (as defined in the Note Purchase Agreement) permitted under the limitation on liens covenant; and (e) Indebtedness not otherwise permitted by clauses (a) through (d) provided that (i) after giving effect to its creation, no Default or Event of Default (as defined in the Note Purchase Agreement) exists and (ii) Priority Debt (as defined in the Note Purchase Agreement) does not exceed 20% of Total Assets (as defined in the Note Purchase Agreement); and |
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a prohibition against Cleco Power or any Subsidiary |
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New York Mellon Trust Company, as Trustee (the Utility |
Priority Debt is defined in the Note Purchase Agreement as the
sum of (i) all cash collateral posted to subparagraph (q) of the
definition of Permitted Encumbrances plus (ii) outstanding
Indebtedness secured by Liens in the provision described in the
third bullet point above plus (iii) outstanding Indebtedness in
the provision described in item (e) in the second bullet point
above; provided, however, that with respect to the determination
of Indebtedness secured by Liens in the provision described in
the third bullet point above, if the senior notes have been
equally and ratably secured as provided in such provision, then
Indebtedness secured by Liens in such section shall be excluded
from the calculation of Priority Debt.
Total Assets is defined in the Note Purchase Agreement as the
aggregate amount of assets of Cleco Power and its Subsidiaries at
such time, as determined on a consolidated basis in accordance
with GAAP (as defined in the Note Purchase Agreement).
The Note Purchase Agreement also includes a prohibition against
transactions with affiliates, subject to permitted exceptions,
and restrictions on merging, consolidating or selling
substantially all of Cleco Powers or a Subsidiarys assets. In
addition, the Note Purchase Agreement contains customary events
of default. If an Event of Default has occurred and is
continuing, the holders of more than 50% in principal amount of
the senior notes then outstanding may at any time declare all of
the senior notes then outstanding to be immediately due and
payable. If certain bankruptcy Events of Default occur, such
acceleration of the senior notes is automatic.
The foregoing summary of the Note Purchase Agreement is qualified
in its entirety by reference to the complete text of the Note
Purchase Agreement, which is attached as Exhibit 10.1 to this
current report on Form 8-K and is incorporated by reference
herein.
| Item9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 10.1 |
Note Purchase Agreement dated December20, 2016 by and among Cleco Power LLC and the Purchasers listed on the pages thereto. |
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.
| CLECO CORPORATE HOLDINGS LLC | ||||||
| Date: December21, 2016 | By: |
/s/ Terry L. Taylor |
||||
| Chief Financial Officer |
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.
| CLECO POWER LLC | ||||||
| Date: December21, 2016 | By: |
/s/ Terry L. Taylor |
||||
| Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 10.1 |
Note Purchase Agreement dated December20, 2016 by and among Cleco Power LLC and the Purchasers listed on the |
About CLECO CORPORATE HOLDINGS LLC (NYSE:CNL)
Cleco Corporate Holdings LLC, formerly Cleco Corporation, is a public utility holding company. The Company’s segments include Cleco Power and Other. Cleco Power is a regulated electric utility company that owns over 10 generating units with a total nameplate capacity of approximately 3,330 megawatts (MW) and serves approximately 287,000 customers in Louisiana through its retail business and supplies wholesale power in Louisiana and Mississippi. The Company, through its subsidiaries, owns one transmission substation in Louisiana and one transmission substation in Mississippi. Cleco Power is engaged in the generation, transmission, distribution and sale of electricity within Louisiana. It owns natural gas pipelines and interconnections at all of its generating facilities, which allow it to access various natural gas supply markets and maintain an economical fuel supply for its customers. The Company holds investments in its subsidiary, Cleco Power LLC (Cleco Power). CLECO CORPORATE HOLDINGS LLC (NYSE:CNL) Recent Trading Information
CLECO CORPORATE HOLDINGS LLC (NYSE:CNL) closed its last trading session at 55.37 with 5,886,234 shares trading hands.
