Docket Summary Cover Sheet
(For all dockets other than Rate Cases, "TD", "C" and "TF" Dockets
Must be filed with each new docket filed at the Commission
STYLE OF DOCKET: (Style may be changed by Secretary of Commission) Docket Number:
IN THE MATTER OF THE APPLICATION OF ENTERGY 15-117-U
ARKANSAS, INC., OKLAHOMA GAS AND ELECTRIC COMPANY,
AND SOUTHWESTERN ELECTRIC POWER COMPANY FOR
AUTHORIZATION TO SELL AND PURCHASE SHARES OF THE
COMMON STOCK OF THE ARKLAHOMA CORPORATION, TO
PURCHASE THE ASSETS OF THE ARKLAHOMA CORPORATION,
AND TO DISSOLVE THE ARKLAHOMA CORPORTATION AND
TERMINATE ITS CORPORATE EXISTENCE
DOCKET DESIGNATOR: U A R P
SD
RELATED DOCKETS:
47-029-U, 47-030-U, 47-245-U
Nature of Action: (See second sheet)
PETITIONER/INITIATING PARTY*
Joint Petitioners: Entergy Arkansas, Inc.;
Oklahoma Gas and Electric Company;
Soutwestern Electric Power Company
ATTORNEYS' NAME, ADDRESS, PHONE, FAX AND E-MAIL
Tucker Raney, Assistant General Counsel, Entergy Services, Inc.
P. O. Box 551, Little Rock, AR 72203, (501) 377-3500, traney@entergy.com; Lawrence Chisenhall, Jr.,Chisenhall, Nestrud, &
Julian, P.A.,400 West Capitol, Suite 2840, Little Rock, Arkansas
72201, (501) 372-4941, lchisenhall@cnjlaw.com; Stephen Cuffman,
Gill, Ragon, Owen, P.A., 425 West Capitol Avenue, Suite 3800, Little
Rock, Arkansas 72201, (501) 376-3800, cuffman@gill-law.com;
*If the initiating party is not a jurisdictional utility in Arkansas, please provide mailing address, phone, fax and e-mail for the company
Pursuant to Rule 2.03(b) of the Commission's Rules of Practice and Procedure, please provide name, address, phone, fax, e-mail of at least one, but not more than two names to appear on the Service List for this docket
Paul Benham, Friday, Eldredge & Clark, LLP, 400 West Capitol Avenue, Suite 2000, Little Rock, Arkansas 72201,
Telephone: (501) 370-1517, benham@fridayfirm.com;
Write a brief statement, limited to the space provided herein describing the case that you are filing.
Please provide enough information to assure that the nature of your docket is clear.
The Arklahoma Corporation (“Arklahoma”) is a corporation organized under the laws of the State of Arkansas.
Arklahoma was established in 1947 by Arkansas Power & Light Company (now EAI), OG&E, and Southwestern Gas and Electric Company (now SWEPCO) to purchase and operate a 161kV electric transmission line that currently extends approximately 165 miles from the Lake Catherine Substation in Jones Mill, Arkansas to the Boudinot Tap, near
Tahlequah, Oklahoma, which is referred to as the Arklahoma Transmission Line. Approximately 55.6 miles or 33.6
percent of the Arklahoma Transmission Line are in EAI’s service territory; approximately 76.0 miles or 45.9 percent are in OG&E’s service territory; and approximately 33.9 miles or 20.5 percent are in SWEPCO’s service territory.
Applicants have determined that it is in their respective best interests and in the best interests of their respective customers to acquire the portions of the Arklahoma Transmission Line and related facilities within their respective service territories, to dissolve Arklahoma’s corporate existence, and to liquidate its assets.

Representing: EAI
NATURE OF ACTION: Please choose at least one, but no more than three docket types
Accounting
Acquisition/Sales
Act 310 of 1981 (Surcharge)
Act 821 of 1987 (Cooperatives Rate Change)
Administrative Procedures
Affiliate Rules
Annual Reports/Assessment
Ar Energy Conservation Act (Efficiency Programs)
Arbitration
Arkansas High Cost Fund
Arkansas Intralata Toll Pool
Arkansas Universal Service Fund
ARSI Arkansas Relay Service, Inc.
Auto Adjustment
Avoided Cost
CCN Cancellation
CCN Facility
CCN License
CECPN
Cost of Gas/Energy seasonal/unscheduled
Customer release/Abandonment
Declaratory Judgment
Depreciation
Dialing/Numbering
Disabilities Act of 1990
Earnings Review
Eligible Telecommunications Carrier Designation
Energy Policy Act
Energy/Fuel Purchasing Practices
EWG Exempt Wholesale Generator
Extended Area Service
Extension of Telecommunications Facilities Fund
Extraordinary Property Loss
FCC
Finance (Bonds/issue & sell; stock; prom note)
Grand Gulf
Integrated Resource Planning
Interconnection Agreements
Interest/Customer Deposit
Investigation/Inquiry
Lifeline/link up
Market Power
Merger/Transfer
Municipal Franchise Tax
Net Metering
Nuclear Decommissioning
One Call
Pipeline Safety
Pole attachment issues
Protective Order
Public Utility Holding Company Act
Public Utility Regulatory Policy Act
Purchase Power
Railroad
Rates
Refund
Reports
Resource Plan
Restructuring
Retail
River Crossing
Regional Transmission Organization
Rulemaking
Self-Direct Certification
Service Quality
Shielded Outdoor Lighting
Show Cause
Stranded Costs
Sustainable Energy Resources
Terms and Conditions
Territory/release/unallocated territory
Transition costs
Unbundling
USOA (Uniform System of Accounts)
Waiver/Exemption
Weather
Wholesale
Wholesale Rate Adjustment

APSC FILED Time: 11/13/2015 2:15:48 PM: Recvd 11/13/2015 2:05:59 PM: Docket 15-117-U-Doc. 1
BEFORE THE
ARKANSAS PUBLIC SERVICE COMMISSION
IN THE MATTER OF THE APPLICATION OF
ENTERGY ARKANSAS, INC., OKLAHOMA
GAS AND ELECTRIC COMPANY, AND
SOUTHWESTERN ELECTRIC POWER
COMPANY FOR AUTHORIZATION TO SELL
AND PURCHASE SHARES OF THE COMMON
STOCK OF THE ARKLAHOMA
CORPORATION, TO PURCHASE THE
ASSETS OF THE ARKLAHOMA
CORPORATION, AND TO DISSOLVE THE
ARKLAHOMA CORPORTATION AND
TERMINATE ITS CORPORATE EXISTENCE
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DOCKET NO. 15-117-U
JOINT APPLICATION OF ENTERGY ARKANSAS, INC.,
OKLAHOMA GAS AND ELECTRIC COMPANY,
AND SOUTHWESTERN ELECTRIC POWER COMPANY
Comes now Entergy Arkansas, Inc. (“EAI”), Oklahoma Gas and Electric
Company (“OG&E”) and Southwestern Electric Power Company (“SWEPCO” and, collectively with EAI and OG&E, “Applicants”), and for their Joint Application state:
1.
EAI is a corporation organized under the laws of the State of
Arkansas; OG&E is a corporation organized under the laws of the State of
Oklahoma; and SWEPCO is a corporation organized under the laws of the State of Delaware. EAI, OG&E, and SWEPCO each own or operate in the State of
Arkansas equipment or facilities used for producing, generating, transmitting, delivering, or furnishing electricity to or for the public for compensation and each
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APSC FILED Time: 11/13/2015 2:15:48 PM: Recvd 11/13/2015 2:05:59 PM: Docket 15-117-U-Doc. 1 is a public utility as defined by Act 324 of the Acts of Arkansas of 1935, as amended.
2.
The Arklahoma Corporation (“Arklahoma”) is a corporation organized under the laws of the State of Arkansas. Arklahoma was established in 1947 by Arkansas Power & Light Company (now EAI), OG&E, and
Southwestern Gas and Electric Company (now SWEPCO) to purchase and operate a 161kV electric transmission line that currently extends approximately
165 miles from the Lake Catherine Substation in Jones Mill, Arkansas to the
Boudinot Tap, near Tahlequah, Oklahoma, which is referred to as the Arklahoma
Transmission Line. Approximately 55.6 miles or 33.6 percent of the Arklahoma
Transmission Line are in EAI’s service territory; approximately 76.0 miles or 45.9
percent are in OG&E’s service territory; and approximately 33.9 miles or 20.5
percent are in SWEPCO’s service territory.
3.
Arklahoma leases the Arklahoma Transmission Line and its related facilities to EAI, OG&E, and SWECO pursuant to an Agreement and Indenture dated December 9, 1947, as extended by an Extension of Agreement and
Indenture dated as of September 6, 1977 (collectively, the “Lease Agreement”), which provides for automatic annual extensions unless terminated by one or more of the parties. Arklahoma does not have any retail customers and its revenues are derived solely from the lease payments made by EAI, OG&E, and
SWEPCO pursuant to the Lease Agreement.
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4.
A detailed explanation of the events leading to the organization of
Arklahoma and to its operations is set forth in the Commission’s orders entered in Docket Nos. U-192 (Docket No. 47-029-U) and U-193 (Docket No. 47-030-U) on October 28, 1947, and U-245 (Docket 47-245-U) on November 24, 1947.
5.
In the October 28, 1947 Order, the Commission, after describing the Arklahoma Corporation, Arkansas Power & Light Company, Oklahoma Gas and Electric company, and Southwestern Gas and Electric Company stated that each of the named parties “is a public utility within the meaning of Act 324 of the
Acts of the General Assembly of Arkansas for 1936” and each was “subject to the jurisdiction” of the Commission. As noted above, Arklahoma’s operations have not been consistent with those of a public utility in that it has no retail customers and its only income is derived solely from the lease payments made by EAI, OG&E, and SWEPCO pursuant to the Lease Agreement.
6.
Applicants are unclear whether the provisions of Ark. Code Ann. §
23-3-102 are applicable to the proposed transaction. Specifically, Applicants are not certain whether the proposed transaction requires Commission approval under § 23-3-102(a)(2) as an acquisition by a public utility of the stock of any other public utility or under § 23-3-102(a)(3) as a sale by a public utility or the acquisition by a public utility of any public utility plant or property constituting an operating unit or system.
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APSC FILED Time: 11/13/2015 2:15:48 PM: Recvd 11/13/2015 2:05:59 PM: Docket 15-117-U-Doc. 1
7.
Ark. Code Ann. § 23-3-102(c) provides that any transaction required by the section to be approved by the Commission shall be void unless the Commission gives its consent and approval to the transaction. Because of the uncertainties described above, applicants have filed their Application seeking
Commission approval of the proposed transactions described herein.
8.
The Commission’s order in Docket No. U-245 authorized
Arklahoma to issue 500 shares of common stock and to sell 170 of those shares to EAI, 170 shares to OG&E, and 160 shares to SWEPCO. By the Commission’s order in Docket No. 95-649-U dated April 17, 1996, the Commission authorized
EAI to acquire an additional 68 shares of Arklahoma common stock from OG&E, resulting in EAI’s currently owning 238 shares, and SWEPCO to acquire an additional 78 shares from OG&E, resulting in SWEPCO’s currently owning 238 shares. Following those sales of common stock OG&E currently owns 24 shares of Arklahoma common stock.
9.
Applicants have determined that it is in their respective best interests and in the best interests of their respective customers to acquire the portions of the Arklahoma Transmission Line and related facilities within their respective service territories, to dissolve Arklahoma’s corporate existence, and to liquidate its assets. Applicants propose to accomplish such result in a series of steps as follows: a.
EAI and SWEPCO will enter into agreements to sell to
OG&E the number of their shares of Arklahoma common stock which will realign
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APSC FILED Time: 11/13/2015 2:15:48 PM: Recvd 11/13/2015 2:05:59 PM: Docket 15-117-U-Doc. 1 their ownership to reflect the percentage of the Arklahoma Transmission Line within their respective service territories. Specifically, EAI will sell 70 shares to
OG&E, resulting in EAI’s owning 168 shares or 33.6 percent of Arklahoma’s outstanding shares; and SWEPCO will sell 136 shares to OG&E, resulting in
SWEPCO’s owning 102 shares or 20.5 percent of Arklahoma’s outstanding shares. As the result of these transactions, OG&E will own 230 shares or 45.9
percent of Arklahoma’s outstanding shares of common stock. The purchase price per share will be the book value per share and will be paid in cash.
b.
EAI, OG&E, and SWEPCO will purchase from Arklahoma for cash the portion of the Arklahoma Transmission Line and related facilities in their respective service territories. The cash purchase price will be the book value of the assets being purchased.
c.
Arklahoma will use the cash received from the sale of the
Arklahoma Transmission Line and related facilities to EAI, OG&E, and SWEPCO to pay any income tax liability it may incur from the sale of its tangible assets and to satisfy any outstanding obligations it may have to third parties.
d.
The cash balance, if any, remaining from the satisfaction of its tax and other third party obligations will be distributed by Arklahoma to EAI,
OG&E, and SWEPCO ratably, based on their percentage ownership of
Arklahoma common stock. Upon receipt of such cash distributions, EAI, OG&E, and SWEPCO will surrender their shares of Arklahoma common stock for cancellation and Arklahoma will be dissolved and its corporate existence will cease.
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10. Applicants request that the following individuals be shown on the service list of this docket:
For EAI: Laura Landreaux
Vice President, Regulatory Affairs
Entergy Arkansas, Inc.
P. O. Box 551
Little Rock, Arkansas 72203
Telephone: (501) 377-5876
For OG&E:
For SWEPCO:
Paul Benham
Friday, Eldredge & Clark, LLP
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201
Telephone: (501) 370-1517
Patrick D. Shore
Senior Attorney
Oklahoma Gas and Electric Company
321 N. Harvey
P.O. Box 321, M/C 1208
Oklahoma City, Oklahoma 73101-0321
Telephone: (405) 553-3658
Lawrence Chisenhall, Jr.
Chisenhall, Nestrud, & Julian, P.A.
400 West Capitol, Suite 2840
Little Rock, Arkansas 72201
Telephone: (501) 372-4941
Elizabeth Stephens
Principal Regulatory Consultant
SWEPCO
P. O. Box 21106
Shreveport, LA 71156
Telephone: (318) 673-3626
Stephen K. Cuffman
Gill, Ragon, Owen, P.A.
425 West Capitol Avenue, Suite 3800
Little Rock, Arkansas 72201
Telephone: (501) 376-3800
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APSC FILED Time: 11/13/2015 2:15:48 PM: Recvd 11/13/2015 2:05:59 PM: Docket 15-117-U-Doc. 1
WHEREFORE, Applicants respectfully request that the Commission enter its order:
(a) Authorizing EAI to sell seventy (70) shares of Arklahoma common stock to OG&E, authorizing SWEPCO to sell one hundred thirty-six (136) shares of Arklahoma common stock to OG&E, and authorizing OG&E to purchase those shares for the purchase prices calculated as described herein;
(b) Authorizing EAI, OG&E, and SWEPCO to purchase from
Arklahoma for cash the portions of the Arklahoma Transmission Line and related facilities in their respective service territories for the purchase prices calculated as described herein;
(c) Authorizing Arklahoma to dissolve and to liquidate in accordance with the provisions of Ark. Code Ann. §§ 4-26-1101 et. seq. and to wind up its affairs;
(d) Authorizing applicants to take such additional actions and to enter into such agreements as may be necessary to accomplish the dissolution and liquidation of Arklahoma; and
(e) Granting Applicants all other proper necessary and appropriate relief.
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APSC FILED Time: 11/13/2015 2:15:48 PM: Recvd 11/13/2015 2:05:59 PM: Docket 15-117-U-Doc. 1
Respectfully submitted,
ENTERGY ARKANSAS, INC.
By: /s/ Tucker Raney
Tucker Raney
Assistant General Counsel
Entergy Services, Inc. P. O. Box 551
Little Rock, AR 72203
Telephone: (501) 377-3500
Paul Benham
Friday, Eldredge & Clark, LLP
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201
Telephone: (501) 370-1517
OKLAHOMA GAS AND ELECTRIC
By: /s/ Patrick D. Shore
Patrick D. Shore
Senior Attorney
Oklahoma Gas and Electric Company
321 N. Harvey
P.O. Box 321, M/C 1208
Oklahoma City, Oklahoma 73101-0321
Telephone: (405) 553-3658
Lawrence Chisenhall, Jr.
Chisenhall, Nestrud, & Julian, P.A.
400 West Capitol, Suite 2840
Little Rock, Arkansas 72201
Telephone: (501) 372-4941
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APSC FILED Time: 11/13/2015 2:15:48 PM: Recvd 11/13/2015 2:05:59 PM: Docket 15-117-U-Doc. 1
SOUTHWESTERN ELECTRIC
POWER COMPANY
By: /s/ Stephen K. Cuffman
Stephen K. Cuffman
Gill, Ragon, Owen, P.A.
425 West Capitol Avenue, Suite 3800
Little Rock, Arkansas 72201
Telephone: (501) 376-3800
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CERTIFICATE OF SERVICE
I, Tucker Raney, do hereby certify that a copy of the foregoing has been served upon all parties of record by forwarding the same by electronic mail and/or first class mail, postage prepaid, this 13 th
day of November, 2015.
/s/ Tucker Raney_____
Tucker Raney
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