Filed Pursuant to Rule 433
Registration No. 333-266624-03
ENTERGY MISSISSIPPI, LLC
$600,000,000
First Mortgage Bonds,
5.80% Series due April 15, 2055
Final Terms and Conditions
March 10, 2025
| 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: | March 10, 2025 | |
| Settlement Date (T+3)(2): | March 13, 2025 | |
| Principal Amount: | $600,000,000 | |
| Interest Rate: | 5.80% | |
| Interest Payment Dates: | April 15 and October 15 of each year | |
| First Interest Payment Date: | October 15, 2025 | |
| Final Maturity Date: | April 15, 2055 | |
| Optional Redemption Terms: | Make-whole call at any time prior to October 15, 2054 at a discount rate of Treasury plus 20 bps and, thereafter, at par | |
| Benchmark Treasury: | 4.50% due November 15, 2054 | |
| Benchmark Treasury Price: | 99–05 | |
| Benchmark Treasury Yield: | 4.552% | |
| Spread to Benchmark Treasury: | +125 bps | |
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| Re-offer Yield: | 5.802% | |
| Price to Public: | 99.963% of the principal amount | |
| Net Proceeds After Underwriting Discount and Before Expenses: | $594,528,000 | |
| CUSIP / ISIN: | 29366W AG1 / US29366WAG15 | |
| Joint Book-Running Managers: | Barclays Capital Inc. BNY Mellon Capital Markets, LLC Goldman Sachs & Co. LLC SMBC Nikko Securities America, 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. Rating outlook is assigned at the issuer level and not to individual securities and may be subject to revision at any time. |
| (2) | It is expected that delivery of the bonds will be made on or about March 13, 2025, 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 one business day (T+1), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the bonds more than one business day 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 one business day 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) Barclays Capital Inc. toll-free at 1-888-603-5847, (ii) BNY Mellon Capital Markets, LLC toll-free at 1-800-269-6864, (iii) Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, (iv) SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856 or (v) Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
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