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SECURITIES AND EXCHANGE COMMISSION

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(Names, addresses, including zip codes, and telephone numbers, including area codes, of agents for service)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement as determined by market conditions and other factors.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ X ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ X ]

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

This Post-Effective Amendment No. 2 (the “Post-Effective Amendment”) to the Registration Statement on Form S-3 (File Nos. 333-190911, 333-190911-02, 333-190911-03, 333-190911-04, 333-190911-05, 333-190911-06, 333-190911-07) (as amended by Post-Effective Amendment No. 1 and this Post-Effective Amendment, the “Registration Statement”) initially filed on August 30, 2013 and later amended by Post-Effective Amendment No. 1 filed on February 3, 2015, in each case, by Entergy Corporation, a Delaware corporation (“Entergy”), Entergy Arkansas, Inc., an Arkansas corporation and a wholly-owned subsidiary of Entergy (“EAI”), Entergy Gulf States Louisiana, LLC (formerly known as Entergy Gulf States Louisiana, L.L.C.), a Texas limited liability company and a wholly-owned subsidiary of Entergy (“Old EGSL”), EL Investment Company, LLC (formerly known as Entergy Louisiana, LLC), a Texas limited liability company and a wholly-owned subsidiary of Entergy (“Old ELL”), Entergy Mississippi, Inc., a Mississippi corporation and a wholly-owned subsidiary of Entergy (“EMI”), Entergy New Orleans, Inc., a Louisiana corporation and a wholly-owned subsidiary of Entergy (“ENOI”), Entergy Texas, Inc., a Texas corporation and a wholly-owned subsidiary of Entergy (“ETI”), and System Energy Resources, Inc., an Arkansas corporation and a wholly-owned subsidiary of Entergy (“SERI”), and immediately declared effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act of 1933, as amended (the “Securities Act”), is being filed pursuant to Rule 414 under the Securities Act, solely to update the Registration Statement with respect to Old ELL and its successor.

On October 1, 2015, the businesses formerly conducted by Old ELL and Old EGSL were combined into a single public utility (the “Business Combination”). In order to effect the Business Combination, under the Texas Business Organizations Code (the “TXBOC”), Old ELL allocated substantially all of its assets to a new subsidiary of Entergy, Entergy Louisiana Power, LLC, a Texas limited liability company (“New ELL”), and New ELL assumed the liabilities of Old ELL, in a transaction regarded as a merger under the TXBOC. Under the TXBOC, Old EGSL allocated substantially all of its assets to a new subsidiary (“New EGSL”) and New EGSL assumed the liabilities of Old EGSL, in a transaction regarded as a merger under the TXBOC. Old ELL and Old EGSL remained in existence and contributed the membership interests in New ELL and New EGSL to an affiliate, Entergy Utility Holding Company, LLC, the common membership interests of which are owned by Old ELL, Old EGSL and Entergy. New EGSL then merged into New ELL with New ELL surviving the merger. Thereupon, Old ELL changed its name from “Entergy Louisiana, LLC” to “EL Investment Company, LLC” and New ELL changed its name from “Entergy Louisiana Power, LLC” to “Entergy Louisiana, LLC”. With the completion of the Business Combination, New ELL holds substantially all of the assets, and has assumed the liabilities, of Old ELL and Old EGSL.

On October 1, 2015, Old ELL and New ELL filed a Current Report on Form 8-K for the purpose of establishing New ELL as the successor issuer to Old ELL pursuant to Rule 12g-3(a) and 15d-5(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose events required to be disclosed on Form 8-K with respect to Old ELL, New ELL, and Old EGSL relating to the Business Combination. Pursuant to Rule 12g-3(a) under the Exchange Act, the series of outstanding debt securities that Old ELL had registered under Section 12(b) of the Exchange Act and listed on the New York Stock Exchange (the “NYSE”) are deemed registered by New ELL under Section 12(b) of the Exchange Act by operation of Exchange Act Rule 12g-3(a) and New ELL is subject to the reporting and other applicable requirements of the Exchange Act.

In accordance with Rule 414(d) under the Securities Act, except as modified by this Post-Effective Amendment, New ELL, now as successor issuer to Old ELL, hereby expressly adopts the Registration Statement as its own registration statement for all purposes of the Securities Act and the Exchange Act.

No changes have been made to Part I of the Registration Statement. Accordingly, Part I has been omitted from this Post-Effective Amendment to the Registration Statement.

This Post-Effective Amendment is separately filed by Entergy, EAI, New ELL, EMI, ENOI, ETI and SERI on a combined basis. As to each registrant, the Registration Statement consists solely of the prospectus of such registrant (including the documents incorporated therein by reference), and the information set forth in Part II of the Registration Statement that is applicable to such registrant. No registrant makes any

representation as to the information relating to the other registrants, except to the extent that such information is included in the portion of the Registration Statement relating to such registrant. II-6

INFORMATION NOT REQUIRED IN PROSPECTUS

+In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrants are deferring payment of the registration fee for the securities covered by this registration statement.

*Estimated expenses are not presently known...


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