[Federal Register Volume 61, Number 178 (Thursday, September 12, 1996)] [Notices] [Pages 48177-48179] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 96-23351] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 35-26568] Filings Under the Public Utility Holding Company Act of 1935, As Amended (``Act'') September 6, 1996. Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendments thereto is/are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by September 30, 1996, to the Secretary, Securities and Exchange Commission, Washington, DC 20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After said date, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. Northeast Utilities, et al. (70-8895) Northeast Utilities, 174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010, a registered holding company, and five subsidiary companies, The Connecticut 06037, Western Massachusetts Electric Company, 174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010, Public Service Company of New Hampshire, 1000 Elm Street, Manchester, New Hampshire 03101, North Atlantic Energy Corporation (``NAEC''), 1000 Elm Street, Manchester, New Hampshire 03101 and Holyoke Water Power Company, 1 Canal Street, Holyoke, Massachusetts 01040, have filed an application-declaration under sections 6(a), 7, 9(a) and 10 of the Act and rule 54 thereunder. The applicants request authority to enter into, and perform the obligations arising under, agreements for various interest rate management instruments, including interest rate swaps, caps, floors, collars and forward rate agreements or any other similar instruments (``Interest Rate Management Instruments'' or ``IRMI''), from time to time through the period ending December 31, 2001, in connection with existing and future debt. The applicants propose that the term of the IRMI would not exceed the maximum maturity of the underlying debt or the maturity of anticipated specific future debt issuances, proportionate to the amount of debt at each maturity level. Each applicant, other than NAEC, undertakes that the total notional principal amount of its IRMI will not exceed 25% of its total outstanding debt at any one time. NAEC would make the identical undertaking, but subject to a 65% debt limitation. In no case would the notional principal amount of any IRMI exceed that of the underlying debt instrument and related interest rate exposure. Each applicant would enter into IRMI transactions with each proposed counterparty pursuant to a separate written agreement. The applicants will enter into IRMI with counterparties whose senior secured debt ratings, as published by Standard & Poor's Corporation (``S&P''), are greater than or equal to ``BBB+'' or an equivalent rating from another rating agency, and at least 75% of the outstanding principal amount of IRMI will be held by counterparties with S&P credit ratings of ``A'' or higher, or an equivalent rating. [[Page 48178]] New England Electric System (70-8901) New England Electric System (``NEES''), 25 Research Drive, Westborough, Massachusetts 01582, a registered holding company, has filed an declaration under sections 6(a) and 7 of the Act and rule 54 thereunder. NEES proposes to issue and sell up to a maximum aggregate outstanding principal amount of $100 million of short-term notes to banks from time-to-time through October 31, 2001. The notes will mature in less than one year from the date of issuance. NEES will negotiate with banks the interest costs of such borrowings. The effective interest cost of borrowings will not exceed the effective interest cost of borrowings at the greater of the bank's base or prime lending rate, or the rate published by the Wall Street Journal as the high federal funds rate plus, in either case, 1%. NEES pays fees to the banks in lieu of compensating balance arrangements. Certain of the borrowings may be without prepayment privileges. Based upon the current base lending rate of 8.25% and an equivalent or lower federal funds rates, the effective interest cost would not exceed 9.25% per annum. NEES currently does not expect to incur short-term borrowings under this authority. However, NEES believes the requested authority in necessary in order for it to act quickly in response to an emergency affecting it or more or more of its subsidiaries. Entergy Corporation (70-8903) Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, Louisiana 70113, a registered holding company, has filed a declaration under sections 6(a) and 7 of the Act and rule 53 thereunder. By prior Commission order (HCAR No. 26343; July 27, 1995), Entergy was authorized to enter into a credit agreement with one or more banks to effect borrowings and reborrowings from time-to-time, for a period not to exceed three years, in an aggregate principal amount outstanding at any one time not to exceed $300 million. Entergy was to use the proceeds of the credit agreement for general corporate purposes, including the acquisition of the outstanding common stock and investments in``exempt wholesale generators'' (``EWGs'') and ``foreign utility companies'' (``FUCOs''), as those terms are respectively defined in sections 32 and 33 of the Act, and related non-utility businesses, subject to any required Commission approvals. Entergy entered into a $300 million credit agreement (``Credit Agreement''), dated as of October 10, 1995, among Entergy, as borrower, certain banks named therein as lender banks, and Citibank, N.A., as agent. The indebtedness currently outstanding under the Credit Agreement is approximately $270 million, which was drawn to complete the acquisition of CitiPower Limited. Entergy now proposes to enter into an amendment, modification or supplement of the Credit Agreement and/or one or more additional credit facilities (collectively, ``Credit Facilities'') with one or more banks that would permit Entergy to effect borrowings and reborrowings, from time-to-time no later than December 31, 2002, of not more than $500 million at any one time outstanding, by issuing to participating banks (``Banks'') its unsecured promissory notes payable no later than December 31, 2002. The names of the Banks, the maximum amount of the aggregate commitment of such Banks, (which will not exceed $500, million and the maximum amounts of their respective participations (collectively, the ``Commitments'') in the proposed borrowings by Entergy will be supplied by filing under rule 24. Entergy proposes that each borrowing could either be made pro rata among the Banks according to their respective Commitments, or be allocated among one or more of the Banks in such proportions as the Banks and Entergy shall agree. Each payment by Entergy with respect to a borrowing would be made pro rata among the Banks according to their respective ratable portions of such borrowings. The Commitments would remain in effect until no later than December 31, 2002, subject to the right of Entergy at any time upon proper notice to terminate the Commitments or from time-to-time to reduce the Commitments then in effect. Any such reduction of the Commitments would be accompanied by prepayment of the outstanding borrowings and accrued interest to the extent that the aggregate principal amount then outstanding exceeded the reduced Commitments of the Banks. Under the proposed arrangements, each borrowing would bear interest from the date thereof on the unpaid principal amount at a rate per annum selected by Entergy, from time-to-time, from a number of specified interest rate options. Such interest rate options will include but not be limited to some or all of the following: (1) The prime commercial loan rate of a specified Bank (or an average of such rates of some or all of the Banks) (``Prime Rate'') from time-to-time in effect; (2) the sum of (A) specified offered rates for certificates of deposit of a specified Bank (or an average of such rates of some or all of the Banks) for amounts equivalent to such borrowing and for selected interest periods, appropriately adjusted for the cost of reserves and F.D.I.C. insurance and (B) a margin not in excess of 1% per annum (``CD Rate''); (3) the sum of (A) specified rates offered for U.S. dollar deposits by or to a specified Bank (or an average of such rates of some or all of the Banks) in the interbank eurodollar market for amounts equivalent to such borrowing and for selected interest periods, appropriately adjusted for the cost of reserves and (B) a margin not in excess of 1% per annum (``LIBOR Rate''); or (4) a rate negotiated at the time of borrowing with one or more Banks, which would not in any event exceed a maximum rate of the Prime Rate plus 2% per annum, appropriately adjusted for the cost of bidding or negotiation (``Auction Advance Rate''). In general, interest on Prime Rate borrowings would be payable quarterly, and interest on CD Rate and LIBOR Rate borrowings would be payable at the end of selected interest periods for such borrowings, or, depending upon the length of such selected interest periods, at specified intervals within such periods and at the end of such periods. Interest on Auction Advance Rate borrowings would be payable on such dates as are agreed to by Entergy and Banks funding such borrowings. Entergy has stated that it may agree to pay to each Bank a facility fee for the period from the commencement of the borrowing arrangements to and including December 31, 2002, or any earlier date of termination of the Commitments, computed at a rate not in excess of \1/4\ of 1% per annum of the total Commitments in effect during the period for which payment is made. Entergy may also agree to pay to the agent Bank, if any, an agent fee for the period from the commencement of the borrowing arrangements to and including December 31, 2002, or any earlier date of termination of the Commitments, not in excess of $200,000 per annum. The facility fee and agent fee would be payable on an annual or a quarterly basis and on the date upon which Entergy shall terminate the Commitments. Entergy may also agree to pay to the Banks an up-front fee not in excess of 1% of the total Commitments. Entergy presently intends to repay the proposed borrowings out of internally generated funds and/or the proceeds of such forms of financing as are hereafter approved by the Commission and/or other funds that become available to Entergy. The proposed borrowings [[Page 48179]] would be prepayable upon proper notice in whole or in part. The proceeds of the borrowings under the proposed arrangements will be used by Entergy for general corporate purposes, including, among other things: (1) The acquisition of shares of Entergy's outstanding common stock; (2) further investments by Entergy in related non-utility businesses, subject to receipt of any further Commission approval, if necessary, under the Act in separate filings made at an appropriate time, and (3) investments in existing or future exempt wholesale generators and foreign utility companies as permitted by sections 33 and 34 of the Act or otherwise approved by the Commission. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. 96-23351 Filed 9-11-96; 8:45 am] BILLING CODE 8010-01-M