Example of Securities Report

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Tel. 202.739.3000
Fax: 202.739.3001
www.morganlewis.com
Michael C. Griffen
(202) 739-5257
[email protected]

August 3, 2011

VIA eFILING
Hon. Kimberly D. Bose, Secretary
Federal Energy Regulatory Commission
888 First Street, N.E.
Washington, DC 20426
RE:

Entergy Arkansas, Inc.
Docket No. ES11-25-000
Report of Securities Issued and Proposals Received

Dear Ms. Bose:
Pursuant to the regulations of the Federal Energy Regulatory Commission (“FERC”) and
FERC’s order in Docket No. ES11-25-000 issued on May 23, 2011, Entergy Arkansas, Inc.
(“Entergy Arkansas”), submits submits a securities issuance report as required under 18 C.F.R.
§§ 34.10, 131.43, and 131.50.
Due to an inadvertent oversight, this report is being submitted later than thirty days
following the securities issues. On behalf of Energy Arksansas, I respectfully request leave to
submit this report out of time.
Respectfully submitted,

Michael C. Griffen
Attorney for Entergy Arkansas, Inc.
Enclosures

Entergy Arkansas, Inc.
Docket No. ES11-25-000
Report Pursuant to Section 34.10 of Regulations under Federal Power Act for Long-Term
Finance
The following are essential facts relating to a transaction entered into by Entergy Arkansas, Inc.
pursuant to the Federal Energy Regulatory Commission Order issued May 23, 2011, in Docket
No. ES11-25-000 (the “Order”):
(1)

Date of Transaction: June 29, 2011.

(2)
Description of Transaction: The Company has previously entered into a Nuclear Fuel
Leasing Arrangement with River Fuel Trust #1 (the “Trust”) pursuant to the Order. On June 29,
2011, the Company caused the Trust to enter into separate but identical Note Agreements, except
for the name of the purchaser, dated as of June 29, 2011 with certain purchasers, pursuant to
which the Trust issued and sold $55,000,000 aggregate principal amount of its Intermediate
Term Secured Notes, 3.23% Series J, due July 15, 2016 (the “Series J Notes”). The Series J
Notes were issued and sold at a price of 100% of the principal amount thereof, bear interest at a
rate of 3.23% per annum, and mature on July 15, 2016. The proceeds of the Series J Notes were
used (1) to pay the purchase price of additional amounts of nuclear fuel (indirectly the proceeds
were used to purchase fuel through other borrowings), (2) to repay certain outstanding
indebtedness of the Trust under the Credit Agreement, dated as of July 22, 2010, among the
Trust, The Bank of Nova Scotia, as Administrative Agent, and the Lenders identified therein, and
(3) for other permitted purposes. Barclays Capital Inc. acted as Private Placement Agent to the
Company and the Trust in the private placement of the Series J Notes and were paid a fee of
0.50% of the principal amount of the Series J Notes for their services.