Entergy Corporation’s $1.15 Billion Common Stock Offering and Forward Sale Agreements

Davis Polk advised the forward counterparties in connection with the execution of forward sale agreements on 15,282,392 shares of Entergy Corporation’s common stock (NYSE: ETR) in connection with an SEC-registered offering of an equal number of shares. The approximately 15.3 million shares include approximately 2 million shares purchased by the underwriters pursuant to their over-allotment option. In connection with the forward sale agreements, the forward counterparties (or their respective affiliates and/or agents) borrowed an aggregate of 15,282,392 shares of Entergy Corporation’s common stock (approximately 13.3 million shares, in the aggregate, in connection with the base forward sale agreements and 2 million shares, in the aggregate, in connection with the additional forward sale agreements executed in connection with the exercise by the underwriters of their over-allotment option) from third parties and sold these shares to the underwriters. The net proceeds of the offering (assuming physical settlement of the forward sale agreements at the initial forward sale price) are expected to be approximately $1.14 billion. 

Entergy is an integrated energy company engaged primarily in electric power production and retail distribution operations. With revenues of approximately $11 billion, Entergy has more than 13,000 employees and delivers electricity to 2.9 million utility customers in Arkansas, Louisiana, Mississippi and Texas.

The Davis Polk equity derivatives team included partner Mark M. Mendez, counsel Barry J. Gewolb, associate Andrea Feuer and summer law clerk Laura Hogikyan. Partner Lucy W. Farr and associate K. Daniel Berman provided tax advice. All members of the Davis Polk team are based in the New York office.