Form 8-K ENTERGY ARKANSAS INC For: Jun 16
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E-mailUNITED 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 16, 2016 | |||
Entergy Arkansas, Inc. | ||||
(Exact name of registrant as specified in its charter) | ||||
Arkansas | 1-10764 | 71-0005900 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
425 West Capitol Avenue, Little Rock, Arkansas | 72201 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code | (501) 377-4000 | |||
(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))
Item 8.01 Other Events.
On June 13, 2016, Entergy Arkansas, Inc. (the “Company”) entered into an Underwriting Agreement for the sale of $55,000,000 aggregate principal amount of its First Mortgage Bonds, 3.5% Series April 1, 2026 (the “Bonds”). The sale of the Bonds closed on June 16, 2016. The Bonds were registered under the Securities Act of 1933, as amended, by means of the Company’s automatic shelf Registration Statement on Form S-3, as amended by Post-Effective Amendments Nos. 1, 2, 3 and 4 thereto (No. 333-190911-02).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | |
4.05 | Supplemental Indenture establishing the terms of the Bonds (incorporated by reference to Exhibit 4.05 to Form 8-K filed January 8, 2016, File No. 1-10764). |
5.02 | Opinion of Morgan, Lewis & Bockius LLP with respect to the Bonds. |
5.03 | Opinion of Friday, Eldredge & Clark, LLP with respect to the Bonds. |
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.
Entergy Arkansas, Inc. | |
(Registrant) | |
Date June 16, 2016 | |
/s/ Andrew S. Marsh | |
(Signature) Andrew S. Marsh Executive Vice President and Chief Financial Officer | |
Exhibit 5.02
June 16, 2016
Entergy Arkansas, Inc. 425 West Capitol Avenue Little Rock, Arkansas 72201 |
Ladies and Gentlemen:
We have acted as counsel for Entergy Arkansas, Inc. (the “Company”) in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-190911-02) and post-effective amendments nos. 1, 2, 3 and 4 to such registration statement (as so amended, the “Registration Statement”), relating to $55,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds, 3.5% Series due April 1, 2026 (the “Bonds”). The Bonds have been issued pursuant to the Company’s Mortgage and Deed of Trust, dated as of October 1, 1944, with Deutsche Bank Trust Company Americas, as successor trustee (the “Trustee”) (the Mortgage, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including by the supplemental indenture establishing the terms of the Bonds, being hereinafter referred to as the “Mortgage”).
In our capacity as such counsel, we have examined the Registration Statement and the Mortgage, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of the officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or have caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as originals of the documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.
Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are legally issued and are binding obligations of the Company.
This opinion is limited to the laws of the States of New York and Arkansas and the federal laws of the United States of America. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Arkansas, we have relied upon the opinion of Friday, Eldredge & Clark, LLP, which is being filed as Exhibit 5.03 to the Registration Statement.
We hereby consent to the filing of this opinion as Exhibit 5.02 to the Registration Statement. We also consent to the reference to us in the prospectus included in the Registration Statement under the caption “Legality.” In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Exhibit 5.03
June 16, 2016
Entergy Arkansas, Inc. 425 West Capitol Avenue Little Rock, Arkansas 72201 | |
Ladies and Gentlemen:
We have acted as counsel for Entergy Arkansas, Inc. (the “Company”) in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-190911-02) and post-effective amendments nos. 1, 2, 3, and 4 to such registration statement (as so amended, the “Registration Statement”), relating to $55,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds 3.5% Series due April 1, 2026 (the “Bonds”). The Bonds have been issued pursuant to the Company’s Mortgage and Deed of Trust, dated as of October 1, 1944, with Deutsche Bank Trust Company Americas, as successor trustee (the “Trustee”) (the Mortgage, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, including by the supplemental indenture establishing the terms of the Bonds, being hereinafter referred to as the “Mortgage”).
In our capacity as such counsel, we have examined the Registration Statement and the Mortgage, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement. As to questions of fact material to the opinions expressed herein, we have relied upon representations and certifications of the officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or have caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as originals of the documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.
Subject to the foregoing and the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are legally issued and are binding obligations of the Company.
This opinion is limited to the laws of the States of Arkansas and New York and the federal laws of the United States of America. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of New York, we have relied upon the opinion of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.02 to the Registration Statement.
We hereby consent to the filing of this opinion as Exhibit 5.03 to the Registration Statement. We also consent to the reference to us in the prospectus included in the Registration Statement under the caption “Legality.” In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Friday, Eldredge & Clark, LLP
Friday, Eldredge & Clark, LLP
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