NEW
ORLEANS, March 17, 2025 /PRNewswire/ -- Entergy
Corporation (NYSE: ETR) announced today the pricing of a registered
underwritten offering of 15,568,863 shares of its common stock at a
price to the public of $83.50 per
share. 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, BofA Securities, J.P.
Morgan and Mizuho are acting as joint book-running managers and
representatives for this offering. Barclays Capital Inc., Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC, Scotia Capital
(USA) Inc. and Wells Fargo
Securities, LLC are also acting as joint book-running managers for
this offering. Closing of this offering is expected to occur on or
about March 19, 2025.
In connection with the offering, Entergy entered into forward
sale agreements with each of Morgan Stanley & Co. LLC, Bank of
America, N.A., JPMorgan Chase Bank, National Association and Mizuho
Markets Americas LLC (with Mizuho Securities USA LLC acting as agent) (the "forward
counterparties") under which Entergy agreed to issue and sell to
the forward counterparties an aggregate of 15,568,863 shares of its
common stock. In addition, the underwriters of the offering have
been granted a 30-day option to purchase up to an additional
2,335,328 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 September 30, 2026.
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 U.S. Securities and Exchange
Commission (the "SEC"). The 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
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
BofA Securities, Inc.
NC1-022-02-25
201 North Tryon Street
Charlotte, NC 28255-0001
Attn: Prospectus Department
Email: dg.prospectus_requests@bofa.com
J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Email: prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com
Mizuho Securities USA LLC
1271 Avenue of the Americas 3rd Fl.,
New York, NY 10020
Attn: Equity Capital Markets
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.
About Entergy
Entergy Corporation is an integrated energy company engaged in
electric power production, transmission and retail
distribution operations. Entergy owns and leases a U.S. power
generating fleet with approximately 24,000 megawatts of electric
generating capacity. Entergy delivers electricity to approximately
3 million utility customers through its operating companies in
Arkansas, Louisiana, Mississippi and Texas.
Entergy is traded on the New York Stock Exchange under the
symbol ETR.
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.
In addition, Entergy management retains broad discretion with
respect to the allocation of net proceeds of the offering. The
forward-looking statements speak only as of 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 a result of new information, future events or otherwise,
except as may be required by law.
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SOURCE Entergy Corporation