8-KOther EventsExhibits & Filings

ENTERGY CORP /DE/ 8-K Report, Corporate Update (Aug 9, 2022)

Filed August 9, 2022For Securities:ETR

Summary

Entergy Corporation (ETR) has filed a new Form S-3 Registration Statement (No. 333-266624) with the SEC, which became effective on August 8, 2022. This new registration statement replaces a prior one that was set to expire on August 22, 2022. In conjunction with this filing, Entergy has also filed an ATM Prospectus Supplement related to the ongoing offering of up to approximately $1.116 billion in common stock. This offering continues under the terms of an existing Equity Distribution Sales Agreement and utilizes the new registration statement and base prospectus. The company has indicated that it expects to issue approximately $320 million of equity through 2024, in addition to settling existing forward sale agreements. This filing provides legal opinion regarding the validity of the common stock being offered. Investors should note that Entergy has no obligation to offer or sell any common stock under the agreement and can suspend offers at any time. The filing also includes standard forward-looking statement disclaimers, highlighting various risks and uncertainties that could impact the company's future performance, including regulatory matters, storm impacts, nuclear operations, strategic transactions, and broader economic and geopolitical factors.

Key Highlights

  • 1Entergy filed a new Form S-3 Registration Statement, effective August 8, 2022, replacing an expiring one.
  • 2The company is continuing an at-the-market (ATM) offering of its common stock with an aggregate offering price of up to $1.116 billion.
  • 3The ATM offering is conducted under an existing Equity Distribution Sales Agreement with multiple sales agents.
  • 4Entergy expects to issue approximately $320 million of equity through 2024, in addition to settling forward sale agreements.
  • 5The company has flexibility and no obligation to offer or sell common stock under the sales agreement, and can suspend offers at any time.
  • 6A legal opinion concerning the validity of the common stock being offered has been filed as an exhibit.
  • 7The filing includes customary cautionary statements regarding forward-looking statements and associated risks.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the effectiveness of Entergy's new Form S-3 Registration Statement and the related filing of an ATM Prospectus Supplement. This allows Entergy to continue its at-the-market offering of common stock.

An at-the-market (ATM) offering allows a company to sell its stock from time to time in the open market at prevailing market prices. It provides flexibility for raising capital as needed.

The aggregate offering price for the common stock under this registration statement is up to $1,116,396,318.

No, Entergy has no obligation to offer or sell any common stock under the sales agreement and can suspend offers at any time. The expected issuance of $320 million of equity through 2024 is an expectation, not a commitment to sell the full registered amount immediately.