Holding Company Act Release 27608
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-27608; 70-9749)
Supplemental Order Authorizing Increase in Short-term Debt
November 25, 2002
Entergy Corporation ("Entergy"), a registered public utility holding company located in New Orleans, Louisiana, has filed a post-effective amendment with the Commission under sections 6(a) and 7 of the Public Utility Holding Company Act of 1935, as amended ("Act") and rule 54 under the Act to its previously filed application-declaration ("Application"). The Commission issued a notice of the post-effective amendment on August 21, 2002 (HCAR No. 27562).
By order dated April 3, 2001 (HCAR No. 27371) (the "2001 Order") the Commission authorized, among other things, Entergy to issue and sell through
June 30, 2004 ("Authorization Period") short-term debt in the form of notes to banks ("Notes") or commercial paper ("Paper," and collectively with "Notes," "Short-term Debt") that will not exceed an outstanding aggregate principal amount of $1.5 billion. The Commission reserved jurisdiction over (1) Entergy's solicitation of proxies from its common shareholders to amend its articles of incorporation ("Charter") to provide for the issuance of preferred stock; (2) Charter amendment; and (3) Entergy's issuance and sale of preferred stock, pending completion of the record.
In this post-effective amendment, Entergy now requests authority to increase from $1.5 billion to $2 billion the aggregate principal amount at any time outstanding of short-term debt that may be issued and sold through the Authorization Period ("New Short-term Debt Limit"). The effective cost of money on Short-term Debt authorized in this file will not exceed the greater of (a) 500 basis points over LIBOR for the relevant interest rate period, and (b) rates that are consistent with similar loans of comparable maturities to companies of comparable credit quality.
Specifically, Entergy may sell Paper from time to time in established domestic or European commercial paper markets. Entergy states that Paper would typically be sold to dealers at the discount rate per annum prevailing at the date of issuance for commercial paper of comparable quality and maturities sold to commercial paper dealers generally. Entergy expects that the dealers acquiring Paper from Entergy will reoffer the Paper at a discount to corporate, institutional and, with respect to European commercial paper, individual investors. Entergy expects that its Paper will be reoffered to investors such as commercial banks, insurance companies, pension funds, investment trusts, foundations, colleges and universities, finance companies and nonfinancial corporations. In connection with the sale of Paper, Entergy may obtain letters of credit from one or more banks in support of the Paper obligations.
Entergy also proposes to increase its currently established bank lines and establish additional bank lines as necessary to have bank lines in an aggregate principal amount not to exceed the New Short-term Debt Limit. Loans under these lines (which terminate no later than three years from the establishment of the facility) will have maturities not more than 364 days from the date of each borrowing. Entergy may engage in other types of short-term financing generally available to borrowers with comparable credit ratings as it may deem appropriate in light of its needs and market conditions at the time of issuance.
Entergy states that proceeds from the financings will be used for general corporate purposes, including (i) financing, in part, investments by and capital expenditures of Entergy and its subsidiaries, (ii) the repayment, redemption, refunding or purchase by Entergy of any of its securities under rule 42, and (iii) financing working capital requirements of Entergy and its subsidiaries.
Entergy represents that it will not issue any security authorized in this file if, as a consequence of that issuance, the common equity component of the capital structure of Entergy (on a consolidated basis and separately, on a stand-alone basis) would comprise less than 30% of its total consolidated capitalization.
Entergy represents that no financing proceeds will be used to acquire the equity securities of any company unless the acquisition has been approved by the Commission in this file or in a separate file or is in accordance with an available exemption under the Act or rules under the Act, including sections 32 and 33 and rule 58.
Entergy represents that proceeds of financing to fund investments in rule 58 companies will be subject to the applicable limitations of that rule.
Lastly, Entergy represents that it will not seek to recover through higher rates of any of the Entergy public utility subsidiaries1 losses attributable to any operations of its nonutility companies.
Entergy states the aggregate amount of proceeds of financing approved by the Commission in this proceeding which are used to fund investments in exempt wholesale generators ("EWGs") and foreign utility companies ("FUCOs"), as defined in sections 32 and 33 of the Act, respectively, will not, when added to Entergy's "aggregate investment," as defined in rule 53, in all such entities at any point in time, exceed 100% of Entergy's "consolidated retained earnings," as defined in rule 53.
Entergy states, for purposes of rule 54, that the conditions specified in rule 53(a) are satisfied and that none of the adverse conditions specified in rule 53(b) exist. As a result, the Commission will not consider the effect on the Entergy system of the capitalization or earnings of any Entergy subsidiary that is an EWG or FUCO in determining whether to approve the proposed transactions.
The fees, commissions and expenses, including underwriting fees, arrangement fees and up-front fees, incurred or to be incurred in connection with the proposed transactions will not exceed 5% of the commitments of the lenders in the case of Short-term Debt. Entergy states that no state or federal commission, other than this Commission, has jurisdiction over the proposed transactions.
Due notice of the filing of the post-effective amendment to the Application has been given in the manner prescribed in rule 23 under the Act and no hearing has been requested of or ordered by the Commission. Based on the facts in the record, the Commission finds that, except as to those matters over which jurisdiction has been reserved, the applicable standards of the Act are satisfied and that no adverse findings are necessary.
IT IS ORDERED, under the applicable provisions of the Act and the rules under the Act, that, except as to those matters over which jurisdiction is reserved, the Application, as amended, be granted and permitted to become effective immediately, subject to the terms and conditions prescribed in rule 24 under the Act. Entergy will continue to file certificates of notification within 60 days after the end of each of the first three calendar quarters, and 90 days after the end of the last calendar quarter containing the information required by the 2001 Order.
IT IS FURTHER ORDERED, under the applicable provisions of the Act and the rules under the Act, that jurisdiction continue to be, and it hereby is, reserved over Entergy's proposed: (1) solicitation of proxies from its common shareholders to amend its articles of incorporation ("Charter") to provide for the issuance of preferred stock; (2) Charter amendment; and (3) issuance and sale of preferred stock, pending completion of the record.
For the Commission, by the Division of Investment Management, pursuant to delegated authority.
Margaret H. McFarland
1 Entergy's public utility subsidiaries are Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc. and Entergy New Orleans, Inc.