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) | June 15, 2021 | |||||||||||||
| System Energy Resources, Inc. | ||||||||||||||
| (Exact name of registrant as specified in its charter) | ||||||||||||||
| Arkansas | 1-09067 | 72-0752777 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 1340 Echelon Parkway, Jackson, Mississippi | 39213 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| Registrant’s telephone number, including area code | (601) 368-5000 | |||||||||||||
| (Former name or former address, if changed since last report.) | ||||||||||||||
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. below):
☐ 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:
| Title of Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
| N/A | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 15, 2021, the Mississippi Business Finance Corporation (the “Issuer”) issued and sold in a public offering for the benefit of System Energy Resources, Inc. (the “Company”) $83,695,000 aggregate principal amount of tax-exempt revenue refunding bonds (the “Bonds”).
The Bonds bear interest at the rate of 2.375%, payable semi-annually on June 1 and December 1 of each year, commencing December 1, 2021, and mature on June 1, 2044.
The Bonds were issued under a Trust Indenture, dated as of June 1, 2021 (the “Indenture”), between the Issuer and The Bank of New York Mellon, as Trustee (the “Indenture Trustee”), and are payable solely from payments to be made by the Company pursuant to a Loan Agreement, dated as of June 1, 2021, between the Company and the Issuer (the “Loan Agreement”), pursuant to which the Issuer has loaned the proceeds of the Bonds to the Company.
The Bonds are secured by a pledge and assignment by the Issuer to the Indenture Trustee of the revenues derived from the payments to be made by the Company pursuant to the Loan Agreement, which payments are intended to be sufficient to enable the Indenture Trustee to pay when due the principal of and interest on the Bonds.
The obligation of the Company under the Loan Agreement to make such payments is evidenced by a series of the Company’s first mortgage bonds (the “First Mortgage Bonds”) issued and delivered under the Mortgage and Deed of Trust dated as of June 15, 1977 (as amended, restated and supplemented, including by the Twenty-fourth Supplemental Indenture thereto dated as of September 1, 2012, the “Mortgage”), between the Company and The Bank of New York Mellon, as trustee (the “Mortgage Trustee”). The First Mortgage Bonds are held by the Indenture Trustee for the benefit of the holders of the Bonds.
In addition to the lien of the Company’s Mortgage, the Thirty-ninth Assignment of Availability Agreement, Consent and Agreement, dated as of June 15, 2021, among System Energy Resources, Inc., Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy Mississippi, LLC, Entergy New Orleans, LLC, the Mortgage Trustee and the Indenture Trustee, and the proceeds therefrom received by the Mortgage Trustee shall be for the sole and exclusive benefit of the Indenture Trustee as the holder of the Mortgage Bonds.
The proceeds received by the Issuer from the sale of the Bonds, together with other funds provided by the Company, are being used to refinance the Company’s obligations with respect to $83,695,000 in aggregate principal amount of an outstanding series of revenue refunding bonds issued by the Issuer for the benefit of the Company.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Indenture, the Loan Agreement, the officer’s certificate establishing the First Mortgage Bonds, the Mortgage and the Assignment of Availability Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | ||||
| 4(a) | |||||
| 4(b) | |||||
| 4(c) | |||||
| 4(d) | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
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.
System Energy Resources, Inc. | |||||
| (Registrant) | |||||
Date: June 15, 2021 | |||||
| /s/ Steven C. McNeal | |||||
| (Signature) Steven C. McNeal Vice President and Treasurer | |||||