8-K - EAI - Equibles

UNITED 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)
Entergy Arkansas, LLC
(Exact name of registrant as specified in its charter)
Arkansas	1-10764		83-1918668
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)		(IRS Employer<br><br>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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading<br><br>Symbol	Name of Each Exchange<br><br>on Which Registered
Mortgage Bonds, 4.90% Series due December 2052	EAB	New York Stock Exchange
Mortgage Bonds, 4.75% Series due June 2063	EAE	New York Stock Exchange
Mortgage Bonds, 4.875% Series due September 2066	EAI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On March 13, 2020, Entergy Arkansas, LLC (the “Company”) entered into an Underwriting Agreement for the sale of $100,000,000 aggregate principal amount of its First Mortgage Bonds, 4.00% Series due June 1, 2028 (the “Bonds”). The sale of the Bonds closed on March 18, 2020. 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 (No. 333-233403-05), which became effective upon such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
4.39	Supplemental Indenture establishing the terms of the Bonds (incorporated by reference to Exhibit 4.39 to Form 8-K filed May 11, 2018, File No. 001-10764).
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.
5.04	Opinion of Duggins Wren Mann & Romero, LLP with respect to the Bonds.
23.11	Consent of Morgan, Lewis & Bockius LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.02).
23.12	Consent of Friday, Eldredge & Clark, LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.03).
23.13	Consent of Duggins Wren Mann & Romero, LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.04).
104	The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

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, LLC
	(Registrant)
Date: March 18, 2020
	/s/ Steven C. McNeal
	(Signature)<br><br>Steven C. McNeal<br><br>Vice President and Treasurer

		Exhibit

Exhibit 5.02

March 18, 2020

Entergy Arkansas, LLC<br><br>425 West Capitol Avenue<br><br>Little Rock, Arkansas 72201

Ladies and Gentlemen:

We have acted as counsel for Entergy Arkansas, LLC (the “Company”) in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-233403-05) (the “Registration Statement”), relating to $100,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds, 4.00% Series due June 1, 2028 (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 Corporate Trustee (the “Corporate Trustee”), and, as to property in Missouri, The Bank of New York Mellon Trust Company, N.A., successor Co-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 Corporate 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, Arkansas, and Texas 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. To the extent that the opinions relate to or are dependent upon matters governed by the laws of the State of Texas, we have relied upon the opinion of Duggins Wren Mann & Romero, LLP, which is being filed as Exhibit 5.04 to the Registration Statement.

We hereby consent to the filing of this opinion as Exhibit 5.02 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement and to the references to our firm, as counsel, in the Registration Statement under the caption “Legality.” In giving the foregoing consents, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

		Exhibit

Exhibit 5.03

March 18, 2020

Entergy Arkansas, LLC<br><br>425 West Capitol Avenue<br><br>Little Rock, Arkansas 72201

Ladies and Gentlemen:

We have acted as counsel for Entergy Arkansas, LLC (the “Company”), in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-233403-05) (the “Registration Statement”), relating to $100,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds 4.00% Series due June 1, 2028 (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 Corporate Trustee (the “Corporate Trustee”), and, as to property in Missouri, The Bank of New York Mellon Trust Company, N.A., successor Co-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”).

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, Texas, 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 Texas, we have relied upon the opinion of Duggins, Wren, Mann & Romero, LLP, which is being filed as Exhibit 5.04 to the Registration Statement. 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 a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement and to the references to our firm, as counsel, in the Registration Statement under the caption “Legality.” In giving the foregoing consents,

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

		Exhibit

[Duggins Wren Mann & Romero, LLP letterhead]

March 18, 2020

Exhibit 5.04

Entergy Arkansas, LLC

425 West Capitol Avenue

Little Rock, Arkansas 72201

Ladies and Gentlemen:

We have acted as counsel for Entergy Arkansas, LLC (the “Company”), in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-233403-05 (the “Registration Statement”), relating to $100,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds 4.00% Series due June 1, 2028 (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 Corporate Trustee (the “Corporate Trustee”), and, as to property in Missouri, The Bank of New York Mellon Trust Company, N.A., successor Co-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 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 Corporate 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, Texas, 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 Arkansas, we have relied upon the opinion of Friday, Eldredge & Clark, LLP, which is being filed as Exhibit 5.03 to the Registration Statement. 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 5.04 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement and to the references to our firm, as counsel, in the Registration Statement under the caption “Legality.” In giving the foregoing consents, we do

not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Duggins Wren Mann & Romero, LLP

DUGGINS WREN MANN & ROMERO, LLP