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)

~~June~~May 156, ~~2021~~2022

System Energy Resources, Inc.

(Exact name of registrant as specified in its charter)

Arkansas

1-09067

72-0752777

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

1340 Echelon Parkway, Jackson, Mississippi

39213

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(601) 368-5000

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of Class	Trading Symbol	Name of Each Exchange on Which Registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On ~~June~~May 156, ~~2021~~2022, ~~the~~System ~~Mississippi~~Energy ~~Business~~Resources, ~~Finance~~Inc. ~~Corporation~~ (the “~~Issuer~~Company”), ~~issued~~as ~~and~~borrower, ~~sold~~entered ininto a ~~public~~term ~~offering~~loan ~~for~~credit agreement (the “Credit ~~benefit~~Agreement”) dated as of ~~System~~May ~~Energy~~6, ~~Resources~~2022, ~~Inc.~~among the Company, as borrower, the lenders from time to time party thereto and Royal Bank of Canada, as Administrative Agent (the “~~Company~~Administrative Agent”). ~~$83,695,000~~The ~~aggregate~~Credit ~~principal~~Agreement ~~amount~~provided ofthe ~~tax-exempt~~Company ~~revenue~~with ~~refunding~~a ~~bonds~~$50,000,000 term loan (the “~~Bonds~~Term Loan”), which matures and is payable on November 6, 2023. The Term Loan may be prepaid by the Company without a prepayment premium.

The ~~Bonds~~Credit ~~bear~~Agreement ~~interest~~contains atcertain customary covenants, including restrictions on the ~~rate~~Company ofpledging 2its assets and on certain asset sales.~~375%,~~ The Term Loan bears interest at a variable interest rate payable ~~semi-annually~~either monthly or quarterly on the last day of each of March, June, 1September and December, 1and the Company paid certain fees in connection with its entry into the Term Loan. The Company’s obligations under the Credit Agreement may be accelerated upon an event of ~~each~~default, ~~year~~which includes non-payment of principal or interest, ~~commencing~~breach ~~December~~of 1representation or warranty, ~~2021~~breach of covenant, ~~and~~cross-default, ~~mature~~bankruptcy, onmaterial ~~June~~judgments, 1certain ERISA events, ~~2044~~the occurrence of a change of control with respect to the Company where Entergy Corporation (“Entergy”) ceases to own 80% directly or indirectly all of the Company’s common stock, the occurrence of certain change of control events with respect to Entergy, and the acceleration of the Company’s obligations with respect to the First Mortgage Bonds (as defined hereinafter).

The Term Loan is secured by $52,500,000 aggregate principal amount of the Company’s First Mortgage Bonds, ~~were~~2022 Credit Agreement Collateral Series due November 6, 2023 (the “First Mortgage Bonds”), issued and delivered under athe Mortgage and Deed of Trust ~~Indenture~~dated as of June 15, 1977 (as amended, restated and supplemented, including by the Twenty-fourth Supplemental Indenture thereto dated as of ~~June~~September 1, ~~2021~~2012, and the officer’s certificate (the “~~Indenture~~Series Officer’s Certificate”) establishing the First Mortgage Bonds, the “Mortgage”), between the ~~Issuer~~Company and The Bank of New York Mellon, as ~~Trustee~~trustee (the “~~Indenture~~Mortgage Trustee”),. ~~and~~The First Mortgage Bonds are ~~payable~~held ~~solely~~by ~~from~~the ~~payments~~Administrative toAgent befor ~~made~~the bybenefit of the ~~Company~~lenders ~~pursuant~~under tothe aCredit Agreement as collateral for the Term Loan. ~~Agreement,~~The ~~dated~~First asMortgage ofBonds ~~June~~shall 1,be ~~2021,~~redeemed ~~between~~by the Company ~~and~~at 100% of the ~~Issuer~~principal (amount thereof on any date when the ~~“Loan~~Term ~~Agreement”)~~Loan, ~~pursuant~~all tointerest ~~which~~thereon ~~the~~and ~~Issuer~~other ~~has~~amounts ~~loaned~~payable under the ~~proceeds~~Credit ofAgreement ~~the~~shall ~~Bonds~~become toimmediately ~~the~~due ~~Company~~and payable.

~~The~~In ~~Bonds~~addition ~~are~~to ~~secured~~the bylien aof ~~pledge~~the Company’s Mortgage, the Fortieth Assignment of Availability Agreement, Consent and ~~assignment~~Agreement, bydated ~~the~~May ~~Issuer~~6, to2022, ~~the~~among ~~Indenture~~System ~~Trustee~~Energy ofResources, ~~the~~Inc., ~~revenues~~Entergy ~~derived~~Arkansas, ~~from~~LLC, ~~the~~Entergy ~~payments~~Louisiana, toLLC, beEntergy ~~made~~Mississippi, byLLC, ~~the~~Entergy ~~Company~~New ~~pursuant~~Orleans, toLLC, the ~~Loan~~Mortgage ~~Agreement,~~Trustee ~~which~~and ~~payments~~the ~~are~~Administrative ~~intended~~Agent, toand beany ~~sufficient~~proceeds totherefrom ~~enable~~received by the ~~Indenture~~Mortgage Trustee toshall ~~pay~~be ~~when~~for ~~due~~ the ~~principal~~sole and exclusive benefit of ~~and~~the ~~interest~~Administrative onAgent as the holder of the First Mortgage Bonds.

The ~~obligation~~foregoing ofsummary ~~the~~does ~~Company~~not ~~under~~purport ~~the Loan Agreement~~ to ~~make~~be ~~such~~complete ~~payments~~and is ~~evidenced~~qualified byin aits ~~series~~entirety ofby ~~the~~reference ~~Company’s~~to ~~first mortgage bonds (~~the ~~“First~~complete ~~Mortgage~~text ~~Bonds”)~~of ~~issued and delivered under~~ the ~~Mortgage~~Credit ~~and Deed of Trust dated as of June 15~~Agreement, ~~1977 (as amended, restated and supplemented, including by~~ the ~~Twenty-fourth~~Series ~~Supplemental~~Officer’s ~~Indenture thereto dated as of September 1~~Certificate, ~~2012,~~ the “Mortgage~~”),~~ ~~between~~and the ~~Company~~Assignment ~~and The Bank~~ of ~~New~~Availability ~~York~~Agreement ~~Mellon,~~filed as ~~trustee~~Exhibits 4(~~the~~a), ~~“Mortgage Trustee”~~4(b). ~~The~~and ~~First~~4(c), ~~Mortgage~~respectively, ~~Bonds~~to ~~are~~this ~~held~~Current byReport ~~the~~on ~~Indenture~~Form ~~Trustee for the benefit of the holders of the Bonds~~8-K.

In addition to the lien of the Company’s Mortgage, the Thirty-ninth Assignment of Availability Agreement, Consent and Agreement, dated as of June 15, 2021, among System Energy Resources, Inc., Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy Mississippi, LLC, Entergy New Orleans, LLC, the Mortgage Trustee and the Indenture Trustee, and the proceeds therefrom received by the Mortgage Trustee shall be for the sole and exclusive benefit of the Indenture Trustee as the holder of the Mortgage Bonds.

The proceeds received by the Issuer from the sale of the Bonds, together with other funds provided by the Company, are being used to refinance the Company’s obligations with respect to $83,695,000 in aggregate principal amount of an outstanding series of revenue refunding bonds issued by the Issuer for the benefit of the Company.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Indenture, the Loan Agreement, the officer’s certificate establishing the First Mortgage Bonds, the Mortgage and the Assignment of Availability Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description of Exhibit
4(a)			~~Series~~Term ~~Officer’s~~Loan ~~Certificate~~Credit ~~establishing~~Agreement ~~the~~dated ~~terms~~as of May 6, 2022, by and among System Energy Resources, Inc., the ~~First~~Lenders ~~Mortgage~~party ~~Bonds~~thereto and the Royal Bank of Canada, as Administrative Agent.
4(b)			~~Thirty-ninth~~Series ~~Assignment~~Officer’s ofCertificate ~~Availability Agreement, Consent and Agreement,~~ dated as of ~~June~~May 156, ~~2021~~2022, ~~among~~establishing ~~System Energy Resources, Inc., Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy Mississippi, LLC, Entergy New Orleans, LLC,~~ the ~~Mortgage~~terms ~~Trustee~~of ~~and~~ the ~~Indenture~~First ~~Trustee~~Mortgage Bonds.
4(c)			~~Trust~~Fortieth ~~Indenture~~Assignment of Availability Agreement, ~~dated~~Consent asand ofAgreement, ~~June~~dated 1May 6, ~~2021~~2022, ~~between~~among ~~the~~System ~~Mississippi~~Energy ~~Business~~Resources, ~~Finance~~Inc., ~~Corporation~~Entergy ~~and~~Arkansas, ~~the~~LLC, ~~Indenture~~Entergy ~~Trustee~~Louisiana, ~~authorizing~~LLC, ~~Revenue~~Entergy ~~Refunding~~Mississippi, ~~Bonds~~LLC, ~~(System~~Entergy ~~Energy~~New ~~Resources~~Orleans, ~~Inc.~~LLC, ~~Project)~~the ~~Series~~Mortgage ~~2021~~Trustee and the Administrative Agent.
4(d)			Loan Agreement, dated as of June 1, 2021, between the Mississippi Business Finance Corporation and System Energy Resources, Inc. relating to Revenue Refunding Bonds (System Energy Resources, Inc. Project) Series 2021.
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

			System Energy Resources, Inc.
			(Registrant)
Date: June 15, 2021
Date: May 6, 2022
			/s/ Steven C. McNeal
			(Signature)Steven C. McNealVice President and Treasurer

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