8-K
ENTERGY ARKANSAS, LLC (EAI)
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) May 8, 2025
Entergy Arkansas, LLC
(Exact name of registrant as specified in its charter)
| Texas | 1-10764 | 83-1918668 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<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 (seeGeneral 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>Symbol | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| 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 May 5, 2025, Entergy Arkansas, LLC (the “Company”) entered into an Underwriting Agreement for the sale of $300,000,000 aggregate principal amount of its First Mortgage Bonds, 5.45% Series due June 1, 2034 (the “Bonds”). The sale of the Bonds closed on May 8, 2025. 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 (File No. 333-266624-05) (the “Registration Statement”), which such Registration Statement became effective upon filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>No. | Description of Exhibit |
|---|---|
| 4.66 | Eighty-seventh Supplemental Indenture establishing the terms of the Bonds (incorporated by reference to Exhibit 4.66 to Form 8-K filed May 10, 2024, 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. |
| 5.04 | Opinion of Husch Blackwell 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 Husch Blackwell LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.04). |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: May 8, 2025 | |
| /s/ Barrett E. Green | |
| (Signature) | |
| Barrett E. Green | |
| Vice President and Treasurer |
EX-5.02
Exhibit 5.02
| May 8, 2025 |
|---|
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 (File No. 333-266624-05) (the “Registration Statement”), relating to, among other things, the offer and sale of $300,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.45% Series due June 1, 2034 (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., as successor Co-Trustee (the Mortgage and Deed of Trust, as amended and supplemented, 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 electronic 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 binding obligations of the Company.
| Morgan, Lewis & Bockius LLP | |
|---|---|
| 101 Park Avenue<br> <br>New York, NY 10178-0060<br><br><br>United States | <br><br><br> <br> +1.212.309.6000<br> <br><br><br><br> <br> +1.212.309.6001 |
Entergy Arkansas, LLC
May 8, 2025
Page 2
This opinion is limited to the laws of the State of New York. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the States of Arkansas, Missouri or Tennessee, we have relied upon the opinion of even date herewith addressed to you of Friday, Eldredge & Clark, LLP, which is being filed as Exhibit 5.03 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the State of Texas, we have relied upon the opinion of even date herewith addressed to you of Husch Blackwell LLP, which is being filed as Exhibit 5.04 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. As to all matters of the laws of the State of New York, Friday, Eldredge & Clark, LLP and Husch Blackwell LLP are authorized to rely on this opinion as if it were addressed to each of them.
We further note that the binding nature of the Company’s obligations with respect to the Bonds may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees’ and other creditors’ rights and by general equitable principles (whether considered in a proceeding in equity or at law) and principles of public policy, including the possible unavailability of specific performance or injunctive relief, and (b) concepts of materiality, reasonableness, good faith and fair dealing and by the discretion of the court before which any proceeding therefor may be brought.
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 |
EX-5.03
Exhibit 5.03
| 400 West Capitol Avenue<br><br><br>Suite 2000<br><br><br>Little Rock, Arkansas 72201-3522<br><br><br>www.FridayFirm.com |
|---|
May 8, 2025
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. 333-266624-05) (the “Registration Statement”), relating to $300,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.45% Series due June 1, 2034 (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 and Deed of Trust, as amended and supplemented, 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 electronic copies and the authenticity of the originals of all documents submitted to us as copies. We have not examined the Bonds, except specimens 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 binding obligations of the Company.
This opinion letter is limited to the laws of the State of Arkansas. To the extent that the opinions stated herein relate to or are dependent upon matters governed by the laws of the State of Texas, we have relied upon the opinion of even date herewith addressed to you of Husch Blackwell LLP, which is being filed as Exhibit 5.04 to the Registration Statement. To the extent that the
Entergy Arkansas, LLC
May 8, 2025
Page 2
opinions stated herein relate to or are dependent upon matters governed by the laws of the State of New York, we have relied upon the opinion of even date herewith addressed to you of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.02 to the Registration Statement. To the extent that the opinions stated herein relate to or are dependent upon matters governed by the laws of the States of Missouri or Tennessee, we have relied on correspondence and consultation with attorneys licensed in Missouri and Tennessee and upon the Order of the Missouri Public Service Commission effective October 16, 1991. As to all matters of the laws of the State of Arkansas, Husch Blackwell LLP and Morgan, Lewis & Bockius LLP are authorized to rely on this opinion as if it were addressed to each of them.
We further note that the binding obligation of the Bonds may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees’ and other creditors’ rights and by general equitable principles (whether considered in a proceeding in equity or at law) and principles of public policy, including the possible unavailability of specific performance or injunctive relief, and (b) concepts of materiality, reasonableness, good faith and fair dealing and by the discretion of the court before which any proceeding therefor may be brought.
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<br>LLP |
| FRIDAY, ELDREDGE & CLARK, LLP |
EX-5.04
Exhibit 5.04
[Husch Blackwell LLP Letterhead]
May 8, 2025
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 (File No. 333-266624-05) (the “Registration Statement”), relating to, among other things, the offer and sale of $300,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.45% Series due June 1, 2034 (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., as successor Co-Trustee (the Mortgage and Deed of Trust, as amended and supplemented, 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 electronic 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 binding obligations of the Company.
May 8, 2025
Page 2
This opinion is limited to the laws of the State of Texas. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the States of Arkansas, Missouri or Tennessee, we have relied upon the opinion of even date herewith addressed to you of Friday, Eldredge & Clark, LLP, which is being filed as Exhibit 5.03 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. To the extent that this opinion relates to or is dependent upon matters governed by the laws of the State of New York, we have relied upon the opinion of even date herewith addressed to you of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.02 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement. As to all matters of the laws of the State of Texas, Friday, Eldredge & Clark, LLP and Morgan, Lewis & Bockius LLP are authorized to rely on this opinion as if it were addressed to each of them.
We further note that the binding nature of the Company’s obligations with respect to the Bonds may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, receivership, fraudulent transfer, preference, moratorium, reorganization or other similar laws affecting enforcement of mortgagees’ and other creditors’ rights and by general equitable principles (whether considered in a proceeding in equity or at law) and principles of public policy, including the possible unavailability of specific performance or injunctive relief, and (b) concepts of materiality, reasonableness, good faith and fair dealing and by the discretion of the court before which any proceeding therefor may be brought.
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/ Husch Blackwell LLP |
| HUSCH BLACKWELL LLP |