Slide 1: Overview of Entergy Transmission Spin/Merger
Filed by Entergy Corporation Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Entergy Corporation Commission File No. 001-11299 Overview of Entergy Transmission Spin/Merger Cities Meeting March 29, 2012 Entergy Transmission Business
Slide 2: Entergy Forward-Looking Information
Entergy Forward-Looking Information In this communication, and from time to time, Entergy makes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Except to the extent required by the federal securities laws, Entergy undertakes no obligat
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It ITC and Transco will file registration statements with the Securities and Exchange Commission (“SEC”) registering share of ITC common stock and Transco common units to be issued to Entergy shareholders in connection with the proposed transactions. ITC will
Slide 4: “you may well expect to see
“you may well expect to see 6 weture whe’ “Since 1998 establishme, retergy hes supp mt Of an independe
Slide 5: Transco Transaction Builds on Key Strategic Objectives
Transco Transaction Builds on Key Strategic Objectives Why a Transco? • Complete independence (divestiture) • Singular focus in one critical area – Substantial investment – Technological change • Protects / improves credit quality of Operating Companies – Investment needs > depreciation level • Cons
Slide 6: Transaction Consistent with FERC Policy
Transaction Consistent with FERC Policy FERC Presumption on Independence 5
Slide 7: The Merger Transaction – End State
The Merger Transaction – End State Illustrative • Entergy Utility Operating Companies Entergy comprised of: Shareholders – Generation – Distribution Parent Creditors Entergy • Entergy to issue ~ $1.775B of debt, to be assumed by ITC at close, with proceeds anticipated to be used primarily to retire
Slide 8: Why This Transaction? . . . and Rising Capital for Entergy too
Why This Transaction? . . . and Rising Capital for Entergy too Entergy Projected Transmission Capital Investment 2012E – 2014E; $M 600 500 400 300 200 Projected Depreciation Expense 100 0 12E 13E 14E 7
Slide 9: Entergy Customers and Other Stakeholders to Benefit From Independent Transmission Company Ownership
Entergy Customers and Other Stakeholders to Benefit From Independent Transmission Company Ownership Increases flexibility of Entergy’s investment alternatives Financial Protects credit quality of Entergy and its OpCos Flexibility Supports efficient infrastructure investment and Growth Improves acces
Slide 10: MISO Approval Process Is Separate From ITC Approval Process
MISO Approval Process Is Separate From ITC Approval Process • The Merger Agreement requires Entergy to obtain all necessary approvals to allow the transmission business to become a member of MISO (1) as a condition to closing. Either party may refuse to close or may terminate the transactions if thi
Slide 11: Pathway to Completion – Required Approvals
Pathway to Completion – Required Approvals Approvals Required* Jurisdiction / Authority Approval(s) Entergy retail • Change of control of transmission assets regulators • Authorization to incur debt in some jurisdictions (APSC, LPSC, MPSC, PUCT, CCNO) FERC • Change of control of transmission assets