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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 earliest event reported) July 1, 2025
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Commission File Number | Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. | |
Commission File Number | Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. |
| | | | |
| 1-11299 | ENTERGY CORPORATION | | 1-35747 | ENTERGY NEW ORLEANS, LLC |
| (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 576-4000 | | | (a Texas limited liability company) 1600 Perdido Street New Orleans, Louisiana 70112 Telephone (504) 670-3702 |
| 72-1229752 | | | 82-2212934 |
| | | | |
| | | | |
| 1-32718 | ENTERGY LOUISIANA, LLC | | | |
| (a Texas limited liability company) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 576-4000 | | | |
| 47-4469646 | | | |
| | | | |
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.):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Registrant | Title of Class | Trading
Symbol | Name of Each Exchange
on Which Registered |
| | | |
| Entergy Corporation | Common Stock, $0.01 Par Value | ETR | New York Stock Exchange |
| Common Stock, $0.01 Par Value | ETR | NYSE Texas |
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| Entergy Louisiana, LLC | Mortgage Bonds, 4.875% Series due September 2066 | ELC | New York Stock Exchange |
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| Entergy New Orleans, LLC | Mortgage Bonds, 5.0% Series due December 2052 | ENJ | New York Stock Exchange |
| Mortgage Bonds, 5.50% Series due April 2066 | ENO | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.01. Completion of Acquisition or Disposition of Assets
The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 solely with respect to Entergy New Orleans, LLC, a Texas limited liability company (“Entergy New Orleans”) and majority-owned, indirect subsidiary of Entergy Corporation, a Delaware corporation (the “Company”).
Item 7.01. Regulation FD Disclosure
On July 1, 2025, the Company issued a press release announcing that Entergy New Orleans, Entergy Louisiana, LLC, a Texas limited liability company (“Entergy Louisiana”) and majority-owned, indirect subsidiary of the Company, and two separate affiliates of Bernhard Capital Partners Management, LP, a Delaware limited partnership (“Bernhard Capital Partners”), closed on the Transactions described in Item 8.01. The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. The press release is attached hereto as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 shall be deemed “furnished” and not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events
As previously disclosed, in October 2023, each of Entergy New Orleans and Entergy Louisiana entered into separate Purchase and Sale Agreements (collectively, the “PSAs”) with respect to the sale of their respective regulated natural gas local distribution company businesses to two separate affiliates of Bernhard Capital Partners. Pursuant to the PSAs, Delta New Orleans Gas Company, LLC, a Delaware limited liability company (formerly known as Delta States Utilities NO, LLC), acquired Entergy New Orleans’ regulated natural gas local distribution company business serving customers in the Parish of Orleans, Louisiana (the “ENO Gas Business”), and Delta Capital Gas Company, LLC, a Delaware limited liability company (formerly known as Delta States Utilities LA, LLC), acquired Entergy Louisiana’s regulated natural gas local distribution company business serving customers in the Parish of East Baton Rouge, Louisiana (the “ELL Gas Business”) (such transactions, the “Transactions”).
The Transactions closed on July 1, 2025. The base purchase price for the ENO Gas Business was $285.5 million, and the base purchase price for the ELL Gas Business was $198 million, in each case subject to certain adjustments.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 99.1 | |
| |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Entergy Corporation
Entergy Louisiana, LLC
Entergy New Orleans, LLC
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| By: /s/ Marcus V. Brown |
| Marcus V. Brown Executive Vice President and General Counsel
|
| |
| Dated: July 1, 2025 | |
NEWS RELEASE
FOR IMMEDIATE RELEASE
July 1, 2025
Entergy completes sale of its natural gas distribution business to Delta Utilities
Sale supports the company’s focus on its growing electric utility business
Company thanks its gas customers and dedicated employees
NEW ORLEANS – Entergy today announced the successful completion of the previously disclosed and approved sale of its natural gas distribution business to Delta Utilities, a company backed by Bernhard Capital Partners and based in New Orleans. Effective immediately, Delta Utilities assumes responsibility for the day-to-day service and gas distribution operations formerly managed by Entergy.
“Today marks a major milestone as we complete the transition of our natural gas business to Delta Utilities,” said Drew Marsh, chair and CEO of Entergy. “I want to especially thank our dedicated gas employees who have worked tirelessly to ensure safe, reliable service to our gas customers. We are confident Delta Utilities will continue that commitment.”
The assets include approximately 3,700 miles of natural gas pipelines and 2,200 miles of service lines. Entergy Louisiana’s gas business served approximately 96,000 homes and businesses in the Baton Rouge area and Entergy New Orleans’ gas business served approximately 108,000 homes and businesses in New Orleans.
The transaction received all required federal and state regulatory approvals, including from the Louisiana Public Service Commission, the City of Baton Rouge/East Baton Rouge Parish Metropolitan Council and the New Orleans City Council.
“This strategic transaction allows us to sharpen our focus on Entergy’s growing electric operations and invest in a stronger, more resilient energy future for the communities we serve,” added Marsh.
Both Entergy and Delta Utilities are working together to ensure a smooth and seamless transition for gas customers in Baton Rouge and New Orleans. Learn more by visiting entergy.com/gas-sale.
About Entergy
Entergy Louisiana provides electric service to more than 1.1 million customers in 58 parishes. Entergy New Orleans provides electric service to more than 209,000 customers in Louisiana’s Orleans Parish. Both companies are subsidiaries of Entergy
Corporation (NYSE: ETR), a Fortune 500 company that powers life for 3 million customers through our operating companies in Arkansas, Louisiana, Mississippi and Texas. We’re investing for growth and improved reliability and resilience of our energy system while working to keep energy rates affordable for our customers. We’re also investing in cleaner energy generation like modern natural gas, nuclear and renewable energy. A nationally recognized leader in sustainability and corporate citizenship, we deliver more than $100 million in economic benefits each year to the communities we serve through philanthropy, volunteerism and advocacy. Entergy is a Fortune 500 company headquartered in New Orleans, Louisiana, and has approximately 12,000 employees.
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Investor inquiries:
Liz Hunter
504-576-3294
ehunte1@entergy.com
Media inquiries:
Neal Kirby
504-576-4238
nkirby@entergy.com
