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 16, 2014
 
 
Entergy Texas, Inc.
(Exact name of registrant as specified in its charter)
 
Texas
1-34360
61-1435798
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
350 Pine Street, Beaumont, Texas
 
77701
(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))


 
 
 

Item 8.01 Other Events.

On May 13, 2014, Entergy Texas, Inc. (the “Company”) entered into an Underwriting Agreement for the sale of $135,000,000 aggregate principal amount of its First Mortgage Bonds, 5.625% Series due June 1, 2064 (the “Bonds”).  The sale of the Bonds closed on May 16, 2014.  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. 333-190911-04), which became effective upon filing on August 30, 2013.

 
Item 9.01 Financial Statements and Exhibits.
 
 
(d) Exhibits .
 
Exhibit No.
Description of Exhibit
4.40
Officer’s Certificate establishing the terms of the Bonds.
5.13
Opinion of Morgan, Lewis & Bockius LLP with respect to the Bonds.
5.14
Opinion of Duggins Wren Mann & Romero, LLP , with respect to the Bonds.

 
 
 

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 May 16, 2014                                                       
 
 
/s/ Steven C. McNeal
 
Steven C. McNeal
Vice President and Treasurer
   



 
 
 


 
 
 
 
Exhibit 4.40

ENTERGY TEXAS, INC.
 
______________
 
OFFICER’S CERTIFICATE (7-B-5)
(Under Sections 101, 104, 303(e), 502 and 801 of the Indenture,
Deed of Trust and Security Agreement of Entergy Texas, Inc.)
 
I, the undersigned, Stacey M. Lousteau, an Assistant Treasurer of ENTERGY TEXAS, INC., a Texas corporation (the “Company”), in accordance with Sections 303(e), 502 and 801 of the Indenture, Deed of Trust and Security Agreement, dated as of October 1, 2008 (the “Indenture”, capitalized terms used herein and not defined herein having the meanings specified in the Indenture), from the Company to The Bank of New York Mellon, as trustee, and in connection with Company Order No. 7-B-5 of even date herewith (the “Company Order”) for (i) the authentication and delivery of $135,000,000 in aggregate principal amount of a new series of the Company’s Securities, to be designated First Mortgage Bonds, 5.625% Series due June 1, 2064 (the “Bonds”), on the basis of Property Additions, and (ii) the application of the funds referred to in the Company Order to be held in trust (the “Redemption Funds”) and applied as therein described to the redemption of the Company’s First Mortgage Bonds, 7.875% Series due June 1, 2039 (the “7.875% Bonds”) such that the 7.875% Bonds will be deemed paid and no longer Outstanding for all purposes of the Indenture, do hereby certify as of May 16, 2014 that:

(A)           no Event of Default has occurred or is occurring; and

(B)           the Company has elected to redeem all $150 million outstanding principal amount of the 7.875% Bonds on or about June 16, 2014; and

(C)    all conditions precedent provided for in the Indenture relating to (i) the authentication and delivery of the Bonds as requested in the Company Order, (ii) the redemption of the 7.875% Bonds, and (iii) upon the deposit of the Redemption Funds as described in the Company Order, the 7.875% Bonds being deemed paid and no longer Outstanding for all purposes of the Indenture, in each case, have been complied with.

In accordance with Section 104 of the Indenture, the undersigned further hereby certifies that:

(a)   I have made an examination or investigation at the office of the Company and of its counsel as to the statements made in (A), (B) and (C) hereof; I have read the Indenture, including without limitation the covenants and conditions provided for therein relating to the actions proposed to be taken by the Trustee as specified in the aforesaid Company Order and the definitions in the Indenture relating thereto; and I have read such Company Order and all the documents referred to therein;
 
(b)   my statements herein are based either on my own personal knowledge or on information, data and reports furnished to me by the officers, counsel, department heads or employees of the Company who have knowledge of the facts involved applicable to such statements;
 
(c)   in my opinion, I have made such examination or investigation as is necessary to enable me to express an informed opinion as to the matters set forth herein and as to whether or not such covenants and conditions have been complied with; and
 
(d)   I am of the opinion that such covenants and conditions have been complied with.
 
[Remainder of page intentionally left blank]

 
 
 

IN WITNESS WHEREOF, I have executed this Officer’s Certificate as of the date set forth above.
 
            /s./ Stacey M. Lousteau
Name:  Stacey M. Lousteau
Title:  Assistant Treasurer

 
 
 
 



 
[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
 
 
Exhibit 5.13
 
May 16 , 2014
 
 

 
 
Entergy Texas, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
 
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. 333-190911-04) (the “Registration Statement”), relating to $135,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds, 5.625% Series due June 1, 2064 (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, including 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, A LLP, Texas counsel to the Company, which is being filed as Exhibit 5.14 to the Registration Statement.
 
 
We hereby consent to the filing of this opinion as Exhibit 5.13 to the Registration Statement and to the references to our firm, as counsel, in the Registration Statement under the 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 of 1933, as amended, or the rules and regulations promulgated thereunder.
 
Very truly yours,
 
/s/ Morgan, Lewis & Bockius LLP
 
 

 
 

 



 
 
 
 
                                                                                                                                Exhibit 5.14
Duggins Wren Mann & Romero, LLP
POST OFFICE BOX 1149
AUSTIN, TEXAS  78767

300 WEST 6 TH STREET, 15 TH FLOOR
AUSTIN, TEXAS  78701
 
TELEPHONE (512) 744-9300


May 16, 2014


 
Entergy Texas, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
 
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. 333-190911-04), as amended (the “ Registration Statement ”) relating to $135,000,000 aggregate principal amount of the Company’s First Mortgage Bonds 5.625% Series due June 1, 2064 (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, together with 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, 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 May 16, 2014, which is being filed as Exhibit 5.13 to the Registration Statement.
 
We express no opinion except as explicitly provided herein, and our opinions are based 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 5.14 to the Registration Statement and to the references to our firm in the Registration Statement and in the prospectus contained therein.  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