8-KOther Events

ENTERGY CORP /DE/ 8-K Report, Corporate Update (Jul 1, 2013)

Filed July 1, 2013For Securities:ETR

Summary

Entergy Corporation (ETR) announced on July 1, 2013, that it, along with ITC Holdings Corp. (ITC), has mutually agreed to extend the "Outside Date" for their previously announced merger agreement. This extension pushes the deadline from June 30, 2013, to December 31, 2013. The parties still anticipate closing the transaction within 2013, indicating continued commitment to the deal despite the revised timeline. This filing is primarily informational, informing stakeholders of a procedural extension to the merger agreement rather than a material change in the transaction's terms or expected outcome. Investors should note that the original merger agreement was dated December 4, 2011, and has seen prior amendments, highlighting the complex and lengthy nature of this transaction. The accompanying 'Additional Information' section reiterates the availability of registration statements for both ITC and TransCo, encouraging shareholders to review these documents for comprehensive details regarding the proposed business combination.

Key Highlights

  • 1Entergy and ITC have extended the outside date for their merger agreement from June 30, 2013, to December 31, 2013.
  • 2The extension was mutually agreed upon by both Entergy and ITC.
  • 3Both parties still expect to close the transaction in 2013.
  • 4The original merger agreement was entered into on December 4, 2011, and has been amended twice prior.
  • 5Registration statements on Form S-4 for ITC shares and for TransCo units are available for shareholders.
  • 6Investors are urged to review the registration statements and prospectuses for important information regarding the transaction.

Frequently Asked Questions

The main purpose of this filing is to inform investors that Entergy and ITC Holdings Corp. have mutually agreed to extend the deadline (Outside Date) for their merger agreement from June 30, 2013, to December 31, 2013. This extension suggests the deal is still progressing, though on a longer timeline than initially planned.

The filing states that both parties expect to close the transaction in 2013, indicating continued commitment to the merger. While the extension pushes the deadline, it doesn't necessarily signal a significant delay or decreased likelihood of the deal closing.

The filing directs investors to review registration statements filed with the SEC. Specifically, ITC filed a Form S-4 (Registration No. 333-184073), and a registration statement for TransCo units will also be available. These documents, along with prospectuses, contain important information and can be obtained free of charge from the SEC's website or by contacting Entergy or ITC Investor Relations.