UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 | Other Events |
On June 11, 2020, Eversource Energy entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which Eversource Energy issued and sold 6,000,000 shares of Eversource Energy common shares, $5.00 par value (the “Common Shares”), to the Underwriters. The public offering price of the Common Shares is $86.26 per Common Share, and the Underwriters have agreed to purchase the Common Shares from the Company pursuant to the Underwriting Agreement at a price of $84.91 per Common Share. Pursuant to the Underwriting Agreement, Eversource Energy granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 900,000 Common Shares at the public offering price.
The offering is being made pursuant to Eversource Energy’s effective registration statement on Form S-3ASR (Registration No. 333-231118) and is expected to close on or about June 15, 2020, subject to the satisfaction or waiver of customary closing conditions. A legal opinion related to the shares to be to be issued pursuant to the Underwriting Agreement in the offering is filed herewith as Exhibit 5.1.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as an exhibit hereto and is incorporated herein by reference.
On June 11, 2020, Eversource Energy issued a press release announcing the commencement of the offering and a press release announcing that it had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description |
| 1.1 | Underwriting Agreement dated as of June 11, 2020 |
| 5.1 | Opinion of Deputy General Counsel and Corporate Secretary of Eversource Energy Service Company |
| 23.1 | Consent of Deputy General Counsel and Corporate Secretary of Eversource Energy Service Company (included in Exhibit 5.1) |
| 99.1 | Launch Press Release of Eversource Energy dated June 11, 2020 |
| 99.2 | Pricing Press Release of Eversource Energy dated June 11, 2020 |
| 104 | Cover Page lnteractive Data File (embedded within the Inline XBRL document). |
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 15, 2020 | By: | /s/ Philip J. Lembo |
| Philip J. Lembo | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||