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): May 8, 2012 |
CLECO CORPORATION |
(Exact name of registrant as specified in its charter) |
Louisiana | 1-15759 | 72-1445282 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | Identification No.) |
2030 Donahue Ferry Road | |
Pineville, Louisiana | 71360-5226 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (318) 484-7400 |
CLECO POWER LLC |
(Exact name of registrant as specified in its charter) |
Louisiana | 1-05663 | 72-0244480 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | Identification No.) |
2030 Donahue Ferry Road | |
Pineville, Louisiana | 71360-5226 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (318) 484-7400 |
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: |
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o 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. and |
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
• | 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 each fiscal quarter or fiscal year end; |
• | a prohibition against any of Cleco Power's Subsidiaries (as defined in the Note Purchase Agreement) incurring Indebtedness (as defined in the Note Purchase Agreement) other than (i) existing Indebtedness and renewals or replacements thereof; (ii) Indebtedness owed by any Subsidiary to Cleco Power or any other Subsidiary; (iii) Indebtedness of any Subsidiary existing at the time it becomes a Subsidiary, subject to certain requirements; (iv) Indebtedness secured by any Lien (as defined in the Note Purchase Agreement) permitted under the limitation on liens covenant; and (v) Indebtedness not otherwise permitted by clauses (i) through (iv) provided that (x) after giving effect to its creation, does not result in a Default or Event of Default (as defined in the Note Purchase Agreement), and (y) Priority Debt (as defined in the Note Purchase Agreement) does not exceed 20% of Total Assets (as defined in the Note Purchase Agreement); and |
• | a prohibition against Cleco Power or any Subsidiary creating Liens upon any property, subject to permitted exceptions, including without limitation the Lien evidenced by the Indenture of Mortgage, dated as of July 1, 1950, made by the Company to Bank One Trust Company, NA, as Trustee (the “Utility Mortgage”) securing any Indebtedness; and if the aggregate amount of outstanding Indebtedness secured by such Lien exceeds 15% of Total Assets, then Cleco Power shall promptly provide the holders of the senior notes with equal and ratable security for the senior notes with all other Indebtedness secured by the Utility Mortgage or issue first mortgage bonds under and secured by the Utility Mortgage in |
Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits. |
The following exhibit is filed herewith: |
10.1 Note Purchase Agreement dated May 8, 2012 by and among Cleco Power and the Purchasers listed on the signature pages thereto. |
CLECO CORPORATION | |
Date: May 9, 2012 | By: /s/ Terry L. Taylor |
Terry L. Taylor | |
Controller and Chief Accounting Officer |
CLECO POWER LLC | |
Date: May 9, 2012 | By: /s/ Terry L. Taylor |
Terry L. Taylor | |
Controller and Chief Accounting Officer |
Exhibit Number | Exhibit Description |
10.1 | Note Purchase Agreement dated May 8, 2012 by and among Cleco Power and the Purchasers listed on the signature pages thereto. |