Entergy Corporation announces pricing of common stock offering with a forward component

Rhea-AI Summary

Entergy (NYSE: ETR) has announced the pricing of a registered underwritten offering of 15,568,863 shares of common stock at $83.50 per share. The company has entered into forward sale agreements with Morgan Stanley & Co. , Bank of America, N.A., JPMorgan Chase Bank, and Mizuho Markets Americas

The underwriters have a 30-day option to purchase up to an additional 2,335,328 shares. Settlement of the forward sale agreements is expected by September 30, 2026. If Entergy chooses physical settlement, the net proceeds will be used for general corporate purposes, including debt repayment and commercial paper refinancing.

Positive

• Flexibility in settlement options (cash, physical, or net share settlement)
• Potential debt reduction through proceeds
• Strong syndicate of major investment banks as underwriters

Negative

• Potential dilution for existing shareholders
• Large offering size of 15.57M shares plus 2.34M over-allotment option
• Extended settlement period until September 2026 creates execution uncertainty

Insights

Financial Analyst

Entergy's $1.3 billion common stock offering represents a significant capital structure event with several strategic elements worth noting. The company has priced 15.57 million shares at $83.50 per share, featuring sophisticated forward sale agreements with major financial institutions that allow settlement flexibility until September 2026.

This forward component is particularly strategic as it enables Entergy to lock in today's equity pricing while deferring the actual share issuance and dilution for up to 18 months. Essentially, ETR has created a "reserved" capital raising capability that can be deployed at optimal timing. The 2.3% discount to current market price is relatively tight for an offering of this magnitude, suggesting reasonable institutional confidence.

For investors, this transaction presents balanced implications. The potential dilution (approximately 7.3% based on current market capitalization) is considerable but offset by several positives. The stated intention to potentially reduce commercial paper and other debt indicates a focus on balance sheet optimization, which is prudent given current interest rate conditions. The settlement flexibility provides significant optionality to time market conditions or align with specific capital needs.

The participation of multiple premier financial institutions as underwriters (Morgan Stanley, BofA, JPMorgan, Mizuho, etc.) demonstrates strong market support for the transaction, while the additional 2.34 million share over-allotment option suggests anticipation of solid demand. The structure demonstrates sophisticated treasury management that minimizes immediate EPS pressure while securing capital at current valuations.

NEW ORLEANS, March 17, 2025 /PRNewswire/ -- Entergy Corporation (NYSE: ETR) announced today the pricing of a registered underwritten offering of 15,568,863 shares of its common stock at a price to the public of $83.50 per share. Subject to certain conditions, all shares are expected to be borrowed by the forward counterparties (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with the forward sale agreements described below. Morgan Stanley, BofA Securities, J.P. Morgan and Mizuho are acting as joint book-running managers and representatives for this offering. Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC are also acting as joint book-running managers for this offering. Closing of this offering is expected to occur on or about March 19, 2025.

In connection with the offering, Entergy entered into forward sale agreements with each of Morgan Stanley & Co. LLC, Bank of America, N.A., JPMorgan Chase Bank, National Association and Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as agent) (the "forward counterparties") under which Entergy agreed to issue and sell to the forward counterparties an aggregate of 15,568,863 shares of its common stock. In addition, the underwriters of the offering have been granted a 30-day option to purchase up to an additional 2,335,328 shares of Entergy's common stock upon the same terms, solely to cover any over-allotments. If the underwriters exercise their over-allotment option, Entergy expects to enter into additional forward sale agreements with the forward counterparties with respect to the additional shares.

Settlement of the forward sale agreements is expected to occur on or prior to September 30, 2026. Entergy may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements.

If Entergy elects physical settlement of the forward sale agreements, it expects to use the net proceeds for general corporate purposes, which may include repayment of commercial paper, outstanding loans under Entergy's revolving credit facility or other debt.

The offering is being made pursuant to Entergy's effective shelf registration statement filed with the U.S. Securities and Exchange Commission (the "SEC"). The prospectus supplement and the accompanying base prospectus related to the offering will be available on the SEC's website at www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from the joint-book running managers for the offering as follows:

Morgan Stanley & Co. LLC
180 Varick St, 2nd Floor
New York, New York 10014
Attn: Prospectus Department

BofA Securities, Inc.
NC1-022-02-25
201 North Tryon Street
Charlotte, NC 28255-0001
Attn: Prospectus Department
Email: dg.prospectus_requests@bofa.com

J.P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Email: prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com

Mizuho Securities USA LLC
1271 Avenue of the Americas 3rd Fl.,
New York, NY 10020
Attn: Equity Capital Markets

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which the offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Entergy

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 3 million utility customers through its operating companies in Arkansas, Louisiana, Mississippi and Texas.

Entergy is traded on the New York Stock Exchange under the symbol ETR.

Forward-looking statements

This press release contains forward-looking statements regarding our planned offer and sale of common stock and the use of the net proceeds from any such sale. We cannot be sure that we will complete the offering or, if we do, on what terms we will complete it. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties. In addition, Entergy management retains broad discretion with respect to the allocation of net proceeds of the offering. The forward-looking statements speak only as of the date of release, and Entergy is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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SOURCE Entergy Corporation

FAQ

How many shares is Entergy (ETR) offering in its March 2025 stock offering?

Entergy is offering 15,568,863 shares of common stock, with an additional over-allotment option of 2,335,328 shares available to underwriters.

What is the price per share for Entergy's March 2025 stock offering?

The offering price is set at $83.50 per share.

When will Entergy's forward sale agreements settle?

Settlement of the forward sale agreements is expected to occur on or prior to September 30, 2026.

How will Entergy (ETR) use the proceeds from this stock offering?

If physically settled, proceeds will be used for general corporate purposes, including repayment of commercial paper, outstanding loans, or other debt.

Who are the main underwriters for Entergy's 2025 stock offering?

Morgan Stanley, BofA Securities, J.P. Morgan, and Mizuho are acting as joint book-running managers and representatives.