Filed Pursuant to Rule 433
Registration No. 333-266624-03
ENTERGY MISSISSIPPI, LLC
$300,000,000
First Mortgage Bonds,
5.0% Series due September 1, 2033
Final Terms and Conditions
May 9, 2023
| Issuer: | Entergy Mississippi, LLC | |
| Security Type: | First Mortgage Bonds (SEC Registered) | |
| Expected Ratings(1): | A2 (stable outlook) by Moody’s Investors Service, Inc. A (stable outlook) by S&P Global Ratings | |
| Trade Date: | May 9, 2023 | |
| Settlement Date (T+3)(2): | May 12, 2023 | |
| Principal Amount: | $300,000,000 | |
| Interest Rate: | 5.0% | |
| Interest Payment Dates: | March 1 and September 1 of each year | |
| First Interest Payment Date: | September 1, 2023 | |
| Final Maturity Date: | September 1, 2033 | |
| Optional Redemption Terms: | Make-whole call at any time prior to June 1, 2033 at a discount rate of Treasury plus 25 bps and, thereafter, at par | |
| Benchmark Treasury: | 3.500% due February 15, 2033 | |
| Benchmark Treasury Price: | 99-24+ | |
| Benchmark Treasury Yield: | 3.528% | |
| Spread to Benchmark Treasury: | 148 bps | |
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| Re-offer Yield: | 5.008% | |
| Price to Public: | 99.943% of the principal amount | |
| Net Proceeds Before Expenses: | $297,879,000 | |
| CUSIP / ISIN: | 29366W AD8 / US29366WAD83 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. MUFG Securities Americas Inc. Wells Fargo Securities, LLC | |
| Co-Manager: | R. Seelaus & Co., LLC | |
| (1) | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| (2) | It is expected that delivery of the bonds will be made on or about May 12, 2023, which will be the third business day following the date hereof (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days (T+2), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the bonds more than two business days prior to the scheduled settlement date will be required, by virtue of the fact that the bonds will initially settle in T+3, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the bonds who wish to trade the bonds more than two business days prior to the scheduled settlement date should consult their own advisors. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, a copy of the prospectus for the offering can be obtained by calling (i) Citigroup Global Markets Inc. toll-free at 1-800-831-9146, (ii) MUFG Securities Americas Inc. toll-free at 1-877-649-6848 or (iii) Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
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