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 earliest event reported) March 29, 2023
Commission File Number | Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. | Commission File Number | Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. | |||||||||||
| 1-11299 | ENTERGY CORPORATION | 1-32718 | ENTERGY LOUISIANA, LLC | |||||||||||
(a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 576-4000 | (a Texas limited liability company) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 576-4000 | |||||||||||||
| 72-1229752 | 47-4469646 | |||||||||||||
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 (see General Instruction A.2.):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||
| Entergy Corporation | Common Stock, $0.01 Par Value | ETR | New York Stock Exchange | ||||||||
| Common Stock, $0.01 Par Value | ETR | NYSE Chicago, Inc. | |||||||||
| Entergy Louisiana, LLC | Mortgage Bonds, 4.875% Series due September 2066 | ELC | New York Stock Exchange | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
Closing of Securitization
As discussed in the Form 10-K for the fiscal year ended December 31, 2022, in January 2023 the Louisiana Public Service Commission issued an order approving the financing, utilizing the securitization process authorized by Louisiana Act 55, as supplemented by Act 293, of $2.57 billion of Entergy Louisiana, LLC’s (“ELL”) costs that resulted from Hurricane Laura, Hurricane Delta, Hurricane Zeta, Winter Storm Uri, and Hurricane Ida, less Hurricane Ida amounts previously financed in May 2022 in a prior securitization transaction (the “2022 Securitization”) and certain other adjustments. On March 29, 2023, the securitization for the benefit of Entergy Louisiana, LLC (“ELL”) closed, resulting in the issuance of $1,491,485,000 principal amount of bonds (the “Bonds”) by Louisiana Local Government Environmental Facilities and Community Development Authority (the “Issuer”), a political subdivision of the State of Louisiana organized under the provisions of Chapter 10-D of Title 33 of the Louisiana Revised Statutes of 1950, as amended. The securitization was authorized pursuant to the Louisiana Utilities Restoration Corporation Act, Part VIII of Chapter 9 of Title 45 of the Louisiana Revised Statutes, as supplemented by Act 293 of the Louisiana legislature approved in 2021. Pursuant to Act 293, Louisiana Utilities Restoration Corporation (“LURC”) is authorized to contribute the net bond proceeds to a State legislatively authorized and LURC-sponsored trust (the “Trust”). The Trust, in turn, is authorized and required to use the net bond proceeds to purchase preferred membership interests issued by an Entergy affiliate. The Trust is legally separate from a substantially similar trust created coincident with the closing of the 2022 Securitization, which resulted in the issuance by the Issuer of $3,193,505,000 principal amount of bonds for the benefit of ELL under a substantially identical structure.
Pursuant to Act 293, the net proceeds of the Bonds were contributed by LURC to the Trust (“Trust Contribution”), which in turn used the Trust Contribution to purchase preferred membership interests (the “Preferred Interests”) issued by Entergy Finance Company, LLC (“EFC”), a majority-owned indirect subsidiary of Entergy Corporation (“ETR”). The proceeds of the Preferred Interests are required to be used for corporate purposes supporting ELL’s financial strength and stability.
EFC is required to make annual distributions (“Dividends”) on the Preferred Interests issued to the Trust. These annual Dividends received by the Trust will be distributed to ELL and LURC, as beneficiaries of the Trust. Specifically, 1% of the annual Dividends received by the Trust will be distributed to the LURC, for the benefit of customers, and 99% will be distributed to ELL, net of Trust expenses. The Preferred Interests have a stated annual Dividend rate of 7.5%.
In connection with the issuance of the Bonds, ETR and ELL are filing the exhibits listed in Item 9.01, where are annexed hereto as exhibits to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
104 Cover Page Interactive Data File (formatted as inline XBRL)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 29, 2023 | ENTERGY CORPORATION /s/ Barrett E. Green Name: Barrett E. Green Title: Vice President and Treasurer | ||||
| Date: March 29, 2023 | ENTERGY LOUISIANA, LLC /s/ Barrett E. Green Name: Barrett E. Green Title: Vice President and Treasurer | ||||