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ETR > SEC Filings for ETR > Form 8-K on 16-Dec-2013All Recent SEC Filings

Show all filings for ENTERGY CORP /DE/

Form 8-K for ENTERGY CORP /DE/


16-Dec-2013

Termination of a Material Definitive Agreement, Financial Statements and Exhibi


Item 1.02. Termination of a Material Definitive Agreement.

On December 4, 2011, (i) Entergy Corporation, a Delaware corporation ("Entergy"), Mid South TransCo LLC, a Delaware limited liability company and presently a wholly owned subsidiary of Entergy ("TransCo"), ITC Holdings Corp., a Michigan corporation ("ITC"), and ITC Midsouth LLC (formerly known as Ibis Transaction Subsidiary LLC), a Delaware limited liability company and a direct wholly owned subsidiary of ITC, entered into a Merger Agreement, which was subsequently amended by that certain Amendment No. 1 to the Merger Agreement, dated as of September 21, 2012, and that certain Amendment No. 2 to the Merger Agreement, dated as of January 28, 2013 (collectively, the "Merger Agreement"),
(ii) Entergy, TransCo, ITC, Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc. (Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc. and Entergy Texas, Inc., collectively, the "Utility OpCos") and Entergy Services, Inc. entered into a Separation Agreement, which was subsequently amended by that certain Amendment No. 1 to the Separation Agreement, dated as of September 24, 2012 (collectively, the "Separation Agreement") and (iii) Entergy, TransCo and ITC entered into an Employee Matters Agreement (the "Employee Matters Agreement"). A description of the terms of the Merger Agreement, the Separation Agreement and the Employee Matters Agreement was previously provided in the Current Report on Form 8-K filed by Entergy on December 6, 2011, and the Current Report on Form 8-K filed by the Utility OpCos on December 6, 2011, and each such Current Report on Form 8-K is incorporated herein by reference.

By letter dated and effective as of December 13, 2013, a copy of which is attached hereto as Exhibit 10.1, Entergy and ITC mutually agreed to terminate the Merger Agreement in accordance with the provisions of Section 7.01(a) of the Merger Agreement, following denial by the Mississippi Public Service Commission of the joint application related to the transaction. In accordance with the terms of the Separation Agreement and the Employee Matters Agreement, upon the termination of the Merger Agreement, the Separation Agreement and the Employee Matters Agreement terminate automatically.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1 Letter Agreement, dated December 13, 2013, mutually terminating the Merger Agreement.


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