Entergy $1.457 billion stock offering and forward sale agreements

Davis Polk advised the forward counterparties in connection with the execution of forward sale agreements on 17,796,401 shares of Entergy Corporation’s common stock in connection with an SEC-registered offering of an equal number of shares. The approximately 17.8 million shares include approximately 2.2 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 17,796,401 shares of Entergy Corporation’s common stock (approximately 15.6 million shares, in the aggregate, in connection with the base forward sale agreements and 2.2 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 $1.457 billion. Entergy shares are traded on the New York Stock Exchange under the symbol “ETR.”

Entergy Corporation is an integrated energy company engaged in electric power production, transmission and retail distribution operations. Entergy owns and leases a U.S. power generating fleet with approximately 24,000 megawatts of electric generating capacity. Entergy delivers electricity to approximately three million utility customers through its operating companies in Arkansas, Louisiana, Mississippi and Texas.

The Davis Polk equity derivatives team included partner Mark M. Mendez and associate Lindsey B. Meyers-Perez. Partner Lucy W. Farr provided tax advice. All members of the Davis Polk team are based in the New York office.