Emily Parenteau (Media)
David Borde (Investor Relations)
NEW ORLEANS -- Entergy Corporation (NYSE: ETR) announced today the commencement of a registered underwritten offering of $1 billion of shares of its common stock. Subject to certain conditions, all shares are expected to be borrowed by the forward counterparties (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with the forward sale agreements described below. Morgan Stanley, Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers for this offering. The underwriters may offer shares of Entergy’s common stock in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at either market prices, at prices related to market prices or at negotiated prices.
In connection with the offering, Entergy expects to enter into forward sale agreements with each of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and an affiliate of J.P. Morgan Securities LLC (the “forward counterparties”) under which Entergy will agree to issue and sell to the forward counterparties an aggregate of $1 billion of shares of its common stock at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares in the offering, subject to certain adjustments, upon physical settlement of the forward sale agreements. In addition, the underwriters of the offering expect to be granted a 30-day option to purchase up to an additional $150 million of shares of Entergy’s common stock upon the same terms, solely to cover any over-allotments. If the underwriters exercise their over-allotment option, Entergy expects to enter into additional forward sale agreements with the forward counterparties with respect to the additional shares.
Settlement of the forward sale agreements is expected to occur on or prior to June 7, 2019. Entergy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.
If Entergy elects physical settlement of the forward sale agreements, it expects to use the net proceeds for general corporate purposes, which may include repayment of commercial paper, outstanding loans under Entergy’s revolving credit facility or other debt.
The offering is being made pursuant to Entergy's effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The preliminary prospectus supplement and the accompanying base prospectus related to the offering will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from the joint-book running managers for the offering as follows:
Morgan Stanley & Co. LLC
180 Varick St, 2nd Floor
New York, New York 10014
Attn: Prospectus Department
Goldman Sachs & Co. LLC
Attention: Prospectus Department
200 West Street
New York, New York 10282
Telephone: (866) 471-2526
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (866) 803-9204
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Entergy Corporation is an integrated energy company engaged primarily in electric power production and retail distribution operations. Entergy owns and operates power plants with approximately 30,000 megawatts of electric generating capacity, including nearly 9,000 megawatts of nuclear power. Entergy delivers electricity to 2.9 million utility customers in Arkansas, Louisiana, Mississippi and Texas.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains forward-looking statements regarding our planned offer and sale of common stock and the use of the net proceeds from any such sale. We cannot be sure that we will complete the offering or, if we do, on what terms we will complete it. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption “Forward-Looking Statements” in the prospectus supplement In addition, Entergy management retains broad discretion with respect to the allocation of net proceeds of this offering. The forward-looking statements speak only as the date of release, and Entergy is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as the result of new information, future events or otherwise, except as may be required by law.