8-K
ENTERGY TEXAS, INC. (ETI-P)
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) | March 10, 2020 | |||
|---|---|---|---|---|
| Entergy Texas, Inc. | ||||
| (Exact name of registrant as specified in its charter) | ||||
| Texas | 1-34360 | 61-1435798 | ||
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) | ||
| 10055 Grogans Mill Road, The Woodlands, Texas | 77380 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| Registrant’s telephone number, including area code | (409) 981-2000 | |||
| (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))
| Title of Class | Trading<br><br>Symbol | Name of Each Exchange<br><br>on Which Registered |
|---|---|---|
| Mortgage Bonds, 5.625% Series due June 2064 | EZT | New York Stock Exchange |
| 5.375% Series A Preferred Stock, Cumulative, No Par Value (Liquidation Value $25 Per Share) | ETI | 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 5, 2020, Entergy Texas, Inc. (the “Company”) entered into an Underwriting Agreement for the sale of $175,000,000 aggregate principal amount of its First Mortgage Bonds, 3.55% Series due September 30, 2049 (the “Bonds”). The sale of the Bonds closed on March 10, 2020. The Bonds were offered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-233403-02), which became effective upon such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 4.57 | Officer’s Certificate establishing the terms of the Bonds (incorporated by reference to Exhibit 4.57 to Form 8-K filed September 20, 2019, File No. 001-34360). |
| 5.10 | Opinion of Morgan, Lewis & Bockius LLP with respect to the Bonds. |
| 5.11 | 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 5.10). |
| 23.12 | Consent of Duggins Wren Mann & Romero, LLP with respect to its Opinion relating to the Bonds (included in Exhibit 5.11). |
| 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 Texas, Inc. | |
|---|---|
| (Registrant) | |
| Date: March 10, 2020 | |
| /s/ Steven C. McNeal | |
| (Signature)<br><br>Steven C. McNeal<br><br>Vice President and Treasurer |
Exhibit
Exhibit 5.10
March 10, 2020
Entergy Texas, Inc.
10055 Grogans Mill Road
The Woodlands, Texas 77380
Ladies and Gentlemen:
We have acted as counsel for Entergy Texas, Inc., a Texas corporation (the “Company”), in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-233403-02) (the “Registration Statement”), relating to, among other things, the offer and sale of $175,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds, 3.55% Series due September 30, 2049 (the “Bonds”). The Bonds have been issued pursuant to the Company’s Indenture, Deed of Trust and Security Agreement, dated as of October 1, 2008, with The Bank of New York Mellon, as trustee (the “Trustee”) (the Indenture, Deed of Trust and Security Agreement as amended and supplemented, including by the officer’s certificate 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 officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined or 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 all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of such latter documents. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.
Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that the Bonds are legally valid and are binding obligations of the Company.
This opinion is limited to the laws of the States of New York and Texas and the federal laws of the United States of America. As to all matters of Texas law, we have relied upon the opinion of even date herewith addressed to you of Duggins Wren Mann & Romero, LLP, Texas counsel to the Company, which is being filed as Exhibit 5.11 to the Registration Statement.
We hereby consent to the filing of this opinion as Exhibit 5.10 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
[Duggins Wren Mann & Romero, LLP letterhead]
March 10, 2020
Exhibit 5.11
Entergy Texas, Inc.
10055 Grogans Mill Road
The Woodlands, Texas 78380
Ladies and Gentlemen:
We have acted as local Texas counsel for Entergy Texas, Inc., a Texas corporation (the “Company”) in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-233403-02) (the “Registration Statement”) relating to $175,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds 3.55% Series due September 30, 2049 (the “Bonds”). The Bonds will be issued pursuant to the Company’s Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between the Company and The Bank of New York Mellon, as trustee, (the “Trustee”) (the Indenture, Deed of Trust and Security Agreement, as amended and supplemented, including by the officer’s certificate establishing the terms of the Bonds, being hereinafter referred to as the “Mortgage”).
We, as your special Texas counsel, 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 officers of the Company and appropriate public officials without independent verification of such matters except as otherwise described herein. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials, and other instruments as we have deemed necessary for the purposes of rendering this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the originals of the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof.
Subject to the qualifications hereinafter expressed, we are of the following opinion:
The Bonds are legal, valid and binding obligations of the Company, subject to (i) applicable bankruptcy, insolvency, usury, 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), including the possible unavailability of specific performance or injunctive relief, and (ii) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought.
This opinion is limited to the laws of the States of Texas and New York and of the United States of America. To the extent that our 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 dated today, which is being filed as Exhibit 5.10 to the Registration Statement.
We express no opinion as to the effects, if any, of the federal securities laws and regulations, the “blue sky” laws of the State of Texas and the “blue sky” laws of any other state, or federal tax laws, rules or regulations. We express no opinion except as explicitly provided herein, and our opinions are expressed as of the date hereof and are based, in each case, upon existing laws and regulations effective as of the date
hereof and assume the application of such laws and regulations to events that may occur after the date of this letter. We undertake no obligation (a) to advise you of changes that may come to our attention or that become effective after the date hereof or (b) to withdraw, reissue, or supplement the opinions expressed herein as a result of any subsequent change to relevant facts or applicable law or any discovery by us that any assumption or factual conclusion set forth in this letter was incorrect as of the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.11 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 Texas counsel, in the Registration Statement under caption “Legality.” In giving the foregoing consent, 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.
This opinion is rendered to you solely in connection with the above-described matters. This opinion may not be relied on by you for any other purpose or relied on or furnished to any other person without our prior written consent.
Very truly yours,
/s/ Duggins Wren Mann & Romero, LLP
DUGGINS WREN MANN & ROMERO, LLP