Entergy Texas Restoration Funding, LLC - FORM 10-K

Attached files

file	filename
EX-35.1 - EX-35.1 - Entergy Texas Restoration Funding, LLC	a02721351.htm
EX-34.2 - EX-34.2 - Entergy Texas Restoration Funding, LLC	a02721342.htm
EX-34.1 - EX-34.1 - Entergy Texas Restoration Funding, LLC	a02721341.htm
EX-33.2 - EX-33.2 - Entergy Texas Restoration Funding, LLC	a02721332.htm
EX-33.1 - EX-33.1 - Entergy Texas Restoration Funding, LLC	a02721331.htm
EX-31.1 - EX-31.1 - Entergy Texas Restoration Funding, LLC	a02721311.htm

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, 2020
						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 of issuing entity: 333-161911-01 Central Index Key Number of issuing entity: 0001471728 ENTERGY TEXAS RESTORATION FUNDING, LLC (Exact name of issuing entity as specified in its charter)

ENTERGY TEXAS, INC.

(Exact name of depositor and sponsor as specified in its charter)

Commission File Number of depositor: 000-53134

Central Index Key Number of depositor: 0001427437



Delaware						27-0727900
(State or other jurisdiction of incorporation or organization of issuing entity)						(I.R.S. Employer Identification No. of issuing entity)

Capital Center 919 Congress Avenue, Suite 840-C Austin, Texas 78701
(Address of principal executive offices of issuing entity)

Registrant's telephone number, including area code: (512) 487-3982




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 [X] No 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 [X] No

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.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 [ ] No [ ] Not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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, indicated 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. Yes [ ] No [ ] Not applicable.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

[ ] Yes [X] No

The registrant does not have any voting or non-voting common equity held by non-affiliates.

Documents incorporated by reference: None.

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.

Not applicable.

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. Selected Financial Data.

Omitted pursuant to General Instruction J of Form 10-K.

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 Disclosure.

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.

The Assertion of Compliance of Applicable Servicing Criteria of the trustee, The Bank of New York Mellon (the “Trustee”), identified material instances of non-compliance. The Trustee has advised Entergy Texas Restoration Funding, LLC (the “Issuer”) that this non-compliance did not affect the Issuer’s Senior Secured Transition Bonds (the “Bonds”). The Issuer requested that the Trustee provide further information about the non-compliance, specifically:

● The asset type(s) included in the sample of transactions reviewed for purposes of assessing compliance with servicing criteria applicable to them, where the identified instances of noncompliance were found to exist, and whether the identified instances of noncompliance involved the subject transaction;

● The extent or scope of any material instance of noncompliance, including any material impacts or effects as a result of the material instances of noncompliance that have affected payments or expected payments on the asset-backed securities; and

● The party’s current plans, if any, or actions already undertaken, for remediating the material instance of noncompliance or the impacts caused by the material instance of noncompliance.

The Issuer did not possess any information regarding any of the items above, but the Trustee provided the following information:

Non-compliance - Items 1122(d)(2)(vii)(A),(B),(C),(D). Certain reconciliations were not prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts, in the international paper asset classes.

The Trustee advised that the BNY Mellon ABS platform was tested through a process of random sampling of the myriad asset classes that are present on said platform. The asset classes related to the identified non-compliance did not include the asset class relating to the Issuer’s bonds, and the identified instance of non-compliance did not involve the Issuer. Accordingly, this non-compliance did not cause any missed payments or miscalculation of payments on the Issuer’s bonds.

The asset classes related to the identified non-compliance related to international paper. The reconciliations involved in the non-compliance were in the nature of certain reconciliations were not prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts, with respect to the international paper asset classes. This non-compliance did not cause any missed payments or miscalculation of payments. The Trustee advised that when its management became aware of such instance, controls designed to prevent such occurrences in the future were implemented. Reports were delivered to investors and timely filed on EDGAR on Form 10-D or Form 10-D/A, as required.

PART III

Item 10. Directors and Executive Officers of the Registrant.

Omitted pursuant to General Instruction J of Form 10-K.

Item 11. Executive Compensation.

Omitted pursuant to General Instruction J of Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Omitted pursuant to General Instruction J of Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Omitted pursuant to General Instruction J of Form 10-K.

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):

EXHIBIT INDEX

3.1 Certificate of Formation of the Issuing Entity filed with the Delaware Secretary of State on August 12, 2009 (incorporated by reference to exhibit 3.3 included as an exhibit to the Issuing Entity’s Form S-3/A dated October 20, 2009).

3.2 Amended and Restated Limited Liability Company Agreement of the Issuing Entity dated as of October 16, 2009 (incorporated by reference to exhibit 3.4 included as an exhibit to the Issuing Entity’s Form S-3/A dated October 20, 2009).

4.1 Indenture dated as of November 6, 2009 between the Issuing Entity and The Bank of New York Mellon providing for the issuance of Senior Secured Transition Bonds (incorporated by reference to the exhibit with the same numerical designation included as an exhibit to the Issuing Entity’s Report on Form 8-K dated November 10, 2009).

4.2 Form of Transition Bonds (included as Exhibit A to the Indenture filed as Exhibit 4.1) (incorporated by reference to exhibit 4.1 included as an exhibit to the Issuing Entity’s Report on Form 8-K dated November 10, 2009).

*31.1 Certification pursuant to Rule 13a-14(d)/15d-14(d).

*33.1 Report on assessment of compliance with servicing criteria for asset-backed securities for Entergy Texas, Inc.

*33.2 Assertion of compliance with applicable servicing criteria for The Bank of New York Mellon.

*34.1 Attestation report on assessment of compliance with servicing criteria for asset-backed securities of Deloitte & Touche LLP on behalf of Entergy Texas, Inc.

*34.2 Attestation report on assessment of compliance with servicing criteria for asset-backed securities of KPMG LLP on behalf of The Bank of New York Mellon.

*35.1 Servicer compliance statement.

99.1 Transition Property Servicing Agreement dated as of November 6, 2009 between the Issuing Entity and Entergy Texas, Inc., as servicer (incorporated by reference to exhibit 99.1 included as an exhibit to the Issuing Entity's Report on Form 8-K dated November 10, 2009).

99.2 Transition Property Purchase and Sale Agreement dated as of November 6, 2009 between the Issuing Entity and Entergy Texas, Inc., as seller (incorporated by reference to exhibit 99.2 included as an exhibit to the Issuing Entity’s Report on Form 8-K dated November 10, 2009).

99.3 Administration Agreement dated as of November 6, 2009 between the Issuing Entity and Entergy Texas, Inc., as administrator (incorporated by reference to exhibit 99.3 included as an exhibit to the Issuing Entity’s Report on Form 8-K dated November 10, 2009).

(b) See Item 15(a)(3).

Item 16. Form 10-K Summary.

None.

Substitute Information Provided in Accordance with General Instruction J to Form 10-K:

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 Company is a wholly-owned subsidiary of Entergy Texas, Inc., which is the depositor, sponsor and servicer.

Item 1122. Compliance with Applicable Servicing Criteria.

See Item 9B above and 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, this 29th day of March, 2021.


			ENTERGY TEXAS RESTORATION FUNDING, LLC (Issuing Entity)

By: Entergy Texas, Inc., as servicer

By:/s/ Steven C. McNeal

Name: Steven C. McNeal

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 soliciting material has been sent to its Noteholders. The registrant will not be sending an annual report or proxy material to its Noteholders subsequent to the filing of this form.

Entergy Texas Restoration Funding, LLC - FORM 10-K - March 29, 2021

Attached files