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 2, 2017 (June 1, 2017)
EVERSOURCE ENERGY
(Exact name of registrant as specified in its charter)
Massachusetts | 1-5324 | 04-2147929 |
(State or other jurisdiction of organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
300 Cadwell Drive Springfield, Massachusetts | 01104 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (800) 286-5000
Not Applicable
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Section 8
Other Events
Item 8.01
Other Events.
On June 1, 2017, Eversource Energy entered into a Purchase and Sale Agreement with certain subsidiaries and affiliates of Macquarie Utilities Holdings, GP, pursuant to which Eversource Energy will acquire 100% of the outstanding equity interests of Macquarie Utilities Inc. (Macquarie Utilities) for a total equity purchase price of approximately $880 million in cash, plus assumed debt. Subject to receipt of required regulatory approvals, the closing of the transaction is expected to occur by December 31, 2017. Macquarie Utilities owns Aquarion Water Company of Connecticut, Aquarion Water Company of Massachusetts and Aquarion Water Company of New Hampshire.
The closing of the transaction is subject to various customary conditions, including, among others, (a) receipt of all required regulatory approvals from the Connecticut Public Utilities Regulatory Authority, the Massachusetts Department of Public Utilities and the New Hampshire Public Utilities Commission and (b) expiration or termination of the applicable Hart-Scott-Rodino Act waiting period.
On June 2, 2017, Eversource Energy issued a press release announcing the pending acquisition of Macquarie Utilities. A copy of the press release is attached hereto as Exhibit 99.1.
Section 9
Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit Number | Description |
99.1 | Press Release of Eversource Energy, issued June 2, 2017. |
(The remainder of this page left blank intentionally.)
2
SIGNATURE
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.
EVERSOURCE ENERGY
(Registrant)
June 2, 2017
By:
/S/ JAY S. BUTH
Jay S. Buth
Vice President, Controller and
Chief Accounting Officer
3
EXHIBIT INDEX
Exhibit Number | Description |
99.1 | Press Release of Eversource Energy, issued June 2, 2017. |
EXHIBIT 99.1
Eversource Energy Acquires Aquarion Water Company New Englands largest energy company unites with regions largest private water company to serve nearly four million customers combined in Connecticut, Massachusetts and New Hampshire HARTFORD, Conn. and BOSTON, Mass. (June 2, 2017) In an acquisition that will combine New Englands largest energy company with the regions largest private water company, Eversource Energy (NYSE: ES) today announced that it reached an agreement to acquire Aquarion Water Company for an enterprise value of $1.675 billion, comprised of $880 million in cash and $795 million of assumed Aquarion debt. This transaction combines two companies that are leaders in providing the critical infrastructure New England residents and businesses need to grow and thrive, said Jim Judge, chairman, president and chief executive officer of Eversource. Both companies dedicated employees work relentlessly to put customers first, and that commitment to reliability and customer service will remain paramount. Aquarion is highly respected in the industry, with top customer favorability ratings and an impressive team of more than 300 employees operating the regions best water system. Eversources committed 8,000 employees work tirelessly every day to provide sustainable energy solutions and power the regions economy, serving 3.7 million electric and natural gas customers in Connecticut, Massachusetts and New Hampshire. Aquarion serves nearly 230,000 customers in the same states. Eversource has such strong local ties to New England, and a commitment to operational excellence, customer service, and support for the communities we serve, said Chuck Firlotte, Aquarion president and chief executive officer. These are qualities we share and will serve us well as we join with Eversources incredible team of employees. Since 2007, Aquarion has been owned by a partnership led by Macquarie Infrastructure Partners. Aquarions superior operational performance earned the company a number one ranking among Northeast water companies in recent customer satisfaction surveys. Eversource is recognized as the top U.S. utility for its energy efficiency programs, saving its customers nearly $1 billion and resulting in a reduction of carbon dioxide emissions by three-quarters-of-a-million tons annually. Judge noted the transaction underscores Eversources commitment to be a catalyst for helping New England meet its environmental and sustainability goals. Welcoming Aquarion to our team provides an exciting opportunity to add a new, highly complementary business line that delivers high quality water at affordable rates, added Judge. For Aquarion, becoming a part of Eversource ensures local ownership that is committed to providing the resources needed to make investments in the business to drive long- term success. The acquisition requires approval from the Connecticut Public Utilities Regulatory Authority, the Massachusetts Department of Public Utilities and the New Hampshire Public Utilities Commission. It also requires U.S. Justice Department review under the Hart-Scott-Rodino Act. The transaction is expected to close by December 31, 2017. Eversource intends to finance the transaction with a combination of cash and a small amount of debt. Evercore is acting as exclusive financial advisor and Ropes & Gray LLP is acting as legal counsel to Eversource. About Eversource: Eversource (NYSE: ES) transmits and delivers electricity and natural gas for approximately 3.7 million electric and natural gas customers in Connecticut, Massachusetts and New Hampshire. Recognized as the top U.S. utility for its energy efficiency programs by the sustainability advocacy organization Ceres, Eversource harnesses the commitment of its approximately 8,000 employees across three states to build a single, united company around the mission of safely delivering reliable energy and superior customer service. For more information, please visit our website (www.eversource.com) and follow us on Twitter (@EversourceCorp)
About Aquarion Water Company:
Aquarion Water Company is the public water supply company for more than 625,000 people in 51 cities and towns throughout Connecticut, as well as serving customers in Massachusetts and New Hampshire. It is the largest investor-owned water utility in New England and among the seven largest in the U.S. Based in Bridgeport, Conn. It has been in the public water supply business since 1857. Across its operations, Aquarion strives to act as a responsible steward of the environment and to assist the communities it serves in promoting sustainable practices.
For more information on Aquarion Water Company and its subsidiaries, please visit www.aquarionwater.com or www.facebook.com/aquarionwater.
Forward Looking Statement: This news release includes statements concerning Eversource Energys expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts. These statements are forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, readers can identify these forward-looking statements through the use of words or phrases such as estimate, expect, anticipate, intend, plan, project, believe, forecast, should, could and other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in the forward-looking statements. Factors that may cause actual results to differ materially from those included in the forward- looking statements include, but are not limited to, cyber breaches, acts of war or terrorism, or grid disturbances; actions or inaction of local, state and federal regulatory, public policy and taxing bodies; changes in business conditions, which could include disruptive technology related to Eversources current or future business model; changes in economic conditions, including impact on interest rates, tax policies, and customer demand and payment ability; fluctuations in weather patterns; changes in laws, regulations or regulatory policy; changes in levels or timing of capital expenditures; disruptions in the capital markets or other events that make Eversources access to necessary capital more difficult or costly; developments in legal or public policy doctrines; technological developments; changes in
accounting standards and financial reporting regulations; actions of rating agencies; and other presently unknown or unforeseen factors.
Other risk factors are detailed in Eversources reports filed with the Securities and Exchange Commission (SEC) and updated as necessary, and are available on the SECs website at www.sec.gov. All such factors are difficult to predict and contain uncertainties that may materially affect Eversource Energys actual results many of which are beyond our control. You should not place undue reliance on the forward-looking statements; each speaks only as of the date on which such statement is made, and, except as required by federal securities laws, Eversource Energy undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated event
CONTACTS:
Eversource
Media Inquiries: Caroline Pretyman 617-424-2460
caroline.pretyman@eversource.com
Investor Inquiries:
Jeff Kotkin
860-665-5154
Jeffrey.kotkin@eversource.com
Aquarion Water Company
Media Inquiries: Peter Fazekas 203-336-7651
pfazekas@aquarionwater.com
###