ITEM 1. BUSINESS
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 1A.
ITEM 1A. RISK FACTORS
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted pursuant to General Instruction J of Form 10-K.
PART II
ITEM 5.
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.
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 7.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 9.
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.
ITEM 9A. CONTROLS AND PROCEDURES
Omitted pursuant to General Instruction J of Form 10-K.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
CLECO KATRINA/RITA HURRICANE RECOVERY FUNDING LLC
FORM 10-K
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANT
Overview
Cleco Katrina/Rita Hurricane Recovery Funding LLC (Cleco Katrina/Rita) currently has five managers. Pursuant to Cleco Katrina/Rita’s limited liability company operating agreement, its affairs will be managed by managers to be appointed from time to time by Cleco Power LLC (Cleco Power). In the event that Cleco Power transfers its interest in Cleco Katrina/Rita, the new owner or owners will appoint Cleco Katrina/Rita’s managers. Cleco Katrina/Rita is required to have at least one independent manager at all times who, among other things, is not and has not been for at least five years prior to the date of his or her appointment:
Ÿ
a direct or indirect legal or beneficial owner of Cleco Katrina/Rita, Cleco Power, any of Cleco Katrina/Rita’s affiliates or any of Cleco Power’s affiliates,
Ÿ
a relative, supplier, employee, officer, director, manager (other than as an independent director or manager of the Cleco Katrina/Rita), contractor or material creditor of Cleco Katrina/Rita, Cleco Power or any of its affiliates, or
Ÿ
a person who controls (whether directly, indirectly or otherwise) Cleco Power or any of its affiliates or any creditor, employee, officer, director, manager or material supplier or contractor of Cleco Power or its affiliates (other than as an independent director or manager of any other bankruptcy-remote subsidiary of Cleco Corporation or its affiliates); provided, that the indirect or beneficial ownership of stock of Cleco Corporation or its affiliates 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.
Code of Conduct
Cleco Katrina/Rita is a wholly owned subsidiary of Cleco Power, which has adopted a code of conduct that applies to its principal executive officer, principal financial officer, principal accounting officer and treasurer. This code of conduct is posted on Cleco Corporation’s homepage located at http://www.cleco.com. This code of conduct also is available free of charge by request sent to: Shareholder Services, Cleco Corporation, P.O. Box 5000, Pineville, LA 71361-5000.
Executive Officers of Cleco
The names of the executive officers of Cleco Katrina/Rita, their positions held, five-year employment history, ages, and years of service as of December 31, 2008, are presented below.
CLECO KATRINA/RITA HURRICANE RECOVERY FUNDING LLC
FORM 10-K
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Frank B. Bilotta, representative of Global Securitization LLC, serves as the independent manager of Cleco Katrina/Rita. Cleco Katrina/Rita pays an annual fee of $3,500 to Global Securitization Services, LLC for Mr. Bilotta’s service. The company does not pay any compensation to its executive officers or other managers. For more information regarding Cleco Power and Cleco Corporation’s executive compensation, see “Executive Officers Compensation” in Cleco Corporation’s 2009 Proxy Statement, filed with the Securities Exchange Commission on March 12, 2009.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
None.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
None.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Omitted pursuant to General Instructions J of Form 10-K.
CLECO KATRINA/RITA HURRICANE RECOVERY FUNDING LLC
FORM 10-K
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FORM 10-K
ANNUAL
REPORT
15(a)(1)
Financial Statements
Not Applicable.
15(a)(2)
Financial Statements Schedules
Not Applicable.
15(a)(3)
List of Exhibits
The Exhibits designated by an asterisk are filed herewith, except for exhibits 32.1, 32.2, 32.3, and 32.4, which are furnished herewith (and not filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section). The Exhibits not so designated previously have been filed with the SEC and are incorporated herein by reference.
CLECO KATRINA/RITA HURRICANE RECOVERY FUNDING LLC
FORM 10-K
EXHIBITS
CLECO KATRINA/RITA HURRICANE RECOVERY FUNDING LLC
FORM 10-K
ITEM 1112(b). SIGNIFICANT OBLIGORS OF POOL ASSETS
None.
ITEM 1114(b)(2).CREDIT ENHANCEMENTS 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
Cleco Katrina/Rita Hurricane Recovery Funding LLC is a wholly owned subsidiary of Cleco Power 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.
CLECO KATRINA/RITA HURRICANE RECOVERY FUNDING LLC
FORM 10-K
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, this 27th day of March 2009.
Cleco Katrina/ Rita Hurricane Recovery Funding LLC
(Issuing Entity)
By:
Cleco Power LLC as Servicer
/s/ Dilek Samil
(Dilek Samil)
(President and Chief Operating Officer)