8-K

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): February 23, 2018

CLECO CORPORATE HOLDINGS LLC

(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))

Indicate by check mark whether registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).  Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revise accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01. Regulation FD Disclosure.

On February 23, 2018, the executive officers of Cleco Corporate Holdings LLC and Cleco Power LLC (collectively, the "Company") held a conference call with its debt investors. A copy of the slides used in their presentation is furnished with this report as Exhibit 99.1.

The information in the slides is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section. Accordingly, the information in the slides will not be incorporated by reference into any registration statement filed by the Company, under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Description
99.1	Presentation of the Executive Officers on February 23, 2018.

SIGNATURES

Pursuant 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: February 26, 2018	By:	/s/ Tonita Laprarie
		Tonita Laprarie
		Controller and Chief Accounting Officer

Pursuant 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 thereunto duly authorized.

	CLECO POWER LLC
Date: February 26, 2018	By:	/s/ Tonita Laprarie
		Tonita Laprarie
		Controller and Chief Accounting Officer

EX-99.1

Cleco Corporate Holdings LLC 2017 Year-end Debt Investor Presentation February 23, 2018

2 All values are rounded and approximate Forward-Looking Statements Please note: This presentation includes “forward-looking statements” about future events, circumstances and results within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this presentation, including, without limitation, statements containing the words “may,” “might,” “will,” “should,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future”, “potential,” “intend,” “seek to,” “plan,” “assume,” “believe,” “target,” “forecast,” “goal,” “objective,” “continue” or the negative of such terms or other variations thereof and similar expressions, are statements that could be deemed forward-looking statements. These statements are based on the current expectations of Cleco’s management. Although Cleco believes that the expectations reflected in such forward-looking statements are reasonable, such forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and are subject to risks and uncertainties that could cause the actual results and events in future periods to differ materially from Cleco’s expectations and those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. Therefore, forward-looking statements are not guarantees or assurances of future performance, and actual results could differ materially from those indicated by the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on any forward-looking statements. Additional factors that may cause results to differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors, which are set forth in Cleco’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017, which was filed with the Securities and Exchange Commission on Feb. 21, 2018, under the headings Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All subsequent written and oral forward-looking statements attributable to Cleco or persons acting on its behalf are expressly qualified in their entirety by the previous statements. The forward-looking statements represent Cleco’s views as of the date on which such statements were made and Cleco undertakes no obligation to update any forward-looking statements, whether as a result of changes in actual results, change in assumptions, or other factors affecting such statements.

3 All values are rounded and approximate Strategic Direction: Be the Leader • Safety – Create and maintain a “World Class Safety Culture” • Customer – Lead utility customer satisfaction • Operations – Meet customers’ energy needs and reliability expectations • Financial – Create value for stakeholders – Focus on growth, customer affordability and spend optimization • Sustainability – Support company, environmental, and economic sustainability – Maintain and enhance cybersecurity – Invest in operational and system infrastructure (START)

4 All values are rounded and approximate Transformation in Place Cleco Cleco + NRG Assets Peak load1 MW 2,508 4,256 Net MW Capacity 3,181 6,736 Customers2 445,000 740,000 Parishes/Counties 24 47 1 - Cleco 2017 peak; NRG asset contracted 2016 peak 2 - Includes estimated wholesale end users • Transaction significantly increases Cleco’s scale with nearly 750,000 customers and approximately 7 GW of generation, providing a natural extension of our service territory, including areas with increased industrial load growth. • Long-term strategy to obtain LPSC approval to merge with Cleco Power • Competitive generation resources to meet long-term customer needs, potentially eliminating need for future construction • Creates platform to effectuate lower rates for our customers and price stability for co-ops • ~80% of Louisiana asset capacity is contracted through April 2025 • 100% of Cottonwood capacity contracted through May 2025 NRG LA Generation Cottonwood Current Cleco Generation Cleco has targeted these valuable contracts and associated generation as a natural complement to its service territory and fleet Current Cleco retail/wholesale service territory Additional co-op service territory

5 All values are rounded and approximate Cleco Energy LLC Cleco Group LLC Cleco Partners L.P. Cleco Corporate Holdings LLC Structure and Financing Cleco Power LLC Financial Close Post-close Term Loan Up to $300M Increase credit facility at Cleco Corporate Holdings LLC to $175M from $100M Bridge Financing Up to $300M Corp Notes Up to $300M Term Loan Up to $300M • Conservative financing with a minimum of 40% of acquisition financed through equity and available cash • Bridge financing in place with likely issuance of up to $300M in permanent financing at or near closing date • Deleveraging plan in place to pay off incremental transaction financing before contract expirations through current and incremental term loans at Cleco Holdings • Cleco committed to long-term investment grade ratings • S&P – affirmed investment grade • Moody’s – Cleco Holdings on review for downgrade • Fitch – considering engagement for 3rd rating

6 All values are rounded and approximate 2017 Financial Results Cleco Corporate Holdings LLC (thousands) 2017 Operating revenue, net of fuel $719,137 Non-fuel operating expenses(1) 464,848 Operating income 254,289 AFUDC equity 8,320 Other income, net 4,039 Interest charges, net 121,489 Income before income taxes 145,159 Income taxes 7,079 Net income $138,080 Cleco Power Capital Projects (thousands) 2018 Environmental $2,000 New business 41,000 Transmission reliability 46,000 Fuel optimization 54,000 General(3) 184,000 Total capital expenditures $327,000 Cleco Power Base Revenue (million kWh) 2017 2016 Favorable/ (Unfavorable) Electric sales Residential 3,526 3,671 (3.9)% Commercial 2,650 2,724 (2.7)% Industrial 2,078 1,988 4.5% Other retail 131 133 (1.5)% Total retail 8,385 8,516 (1.5)% Sales for resale 2,959 3,143 (5.9)% Total retail & wholesale 11,344 11,659 (2.7)% Cleco Corporate Holdings LLC (millions) 2017 Distributions(2) $84.1 1 – Includes approximately $5 million of NRG acquisition costs. 2 – Future distributions expected to decrease as full or partial offset to potential revenue reduction due to tax reform. 3 – Primarily consists of rehabilitation projects of older transmission, distribution, and generation assets and hardware and software upgrades.