Exhibit
1
EVERSOURCE
ENERGY
SENIOR
NOTES
UNDERWRITING
AGREEMENT
August
11, 2020
BNY
Mellon Capital Markets, LLC
240
Greenwich Street, 3W
New
York, New York 10286
BofA
Securities, Inc.
One
Bryant Park
New
York, New York 10036
Goldman
Sachs & Co. LLC
200
West Street
New
York, New York 10282
MUFG
Securities Americas Inc.
1221
Avenue of the Americas, 6th Floor
New
York, New York 10020
TD
Securities (USA) LLC
31
W. 52nd Street, 2nd Floor
New
York, New York 10019
Wells
Fargo Securities, LLC
550
South Tryon Street
Charlotte,
North Carolina 28202
As
Representatives of the several Underwriters
named in Schedule I hereto
1. Purchase
and Sale. On the basis of the representations and warranties, and subject to the terms and conditions set forth in this
agreement (this “Agreement”), the Underwriters (defined below) shall purchase from Eversource Energy, a
Massachusetts voluntary association (the “Company”), severally and not jointly, and the Company shall sell
to the Underwriters, the principal amount of the Company’s 3.45% Senior Notes, Series P, Due 2050 (the “2050
Notes”), 0.80% Senior Notes, Series Q, Due 2025 (the “2025 Notes”) and 1.65% Senior Notes,
Series R, Due 2030 (the “2030 Notes”), set forth opposite the name of the Underwriters in Schedule I
hereto at the price specified in Schedule III hereto (the aggregate principal amount of the three tranches of notes described
in Schedule I hereto are hereinafter referred to as the “Securities”). The 2050 Notes will form a single
series with, and will be fungible with, the $350,000,000 in aggregate principal amount of the Company’s 3.45% Senior
Notes, Series P, Due 2050 originally issued on January 10, 2020 (the “Existing 2050 Notes”).
2.
Underwriters. The term “Underwriters”, as used herein, shall be deemed to mean BNY Mellon Capital Markets,
LLC; BofA Securities, Inc.; Goldman Sachs & Co. LLC; MUFG Securities Americas Inc.; TD Securities (USA) LLC; and Wells Fargo
Securities, LLC (the “Representatives”) and the other several persons, firms or corporations named in Schedule
I hereto (including all substituted Underwriters under the provisions of Section 10 hereof). All obligations of the Underwriters
hereunder are several and not joint.
3.
Representations and Warranties of the Company and the Underwriters. (a) The Company represents and warrants to and
agrees with the Underwriters that:
(i)
A registration statement on Form S-3 (File No. 333-231118-01), relating to the Securities (x) has been prepared by the Company
in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the
rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”)
thereunder; (y) has been filed with the Commission under the Securities Act; and (z) is effective under the Securities
Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to the Representatives.
As used in this Agreement:
(A)
“Applicable Time” means 4:30 p.m. (New York City time) on the date of this Agreement;
(B)
“Effective Date” means any date as of which any part of such registration statement relating to the Securities
became, or is deemed to have become, effective under the Securities Act in accordance with Rule 430B of the Rules and Regulations;
(C)
“Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of
the Rules and Regulations) prepared by or on behalf of the Company and approved by the Company or used or referred to by the Company
in connection with the offering of the Securities;
(D)
“Preliminary Prospectus” means the final prospectus relating to the Securities included in the Registration
Statement, including any preliminary prospectus supplement thereto relating to the Securities, as filed with the Commission pursuant
to Rule 424(b) of the Rules and Regulations;
(E)
“Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together
with each Issuer Free Writing Prospectus listed on Schedule II hereto;
(F)
“Prospectus” means the final prospectus relating to the Securities included in the Registration Statement,
including any prospectus supplement thereto relating to the Securities, as filed with the Commission pursuant to Rule 424(b) of
the Rules and Regulations; and
(G)
“Registration Statement” means, collectively, the various parts of such registration statement, each as amended
as of the Effective Date for such part, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration
statement.
Any
reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by
reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus,
as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the
latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Rules and Regulations
on or prior to the date hereof. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference
in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement
shall be deemed to include any Annual Report on Form 10-K of the Company filed with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. The Commission
has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness
of the Registration Statement, and no proceeding or examination for such purpose or pursuant to Section 8A of the Act against
the Company or related to the offering has been instituted or threatened by the Commission.
(ii)
The Company was at the time of initial filing of the Registration Statement, has been at all relevant determination dates thereafter
(as provided in clause (2) of the definition of “well-known seasoned issuer” in Rule 405 of the Rules and Regulations),
is on the date hereof and will be on the Closing Date (as defined below) a “well-known seasoned issuer” (as defined
in such Rule 405), including not having been an “ineligible issuer” (as defined in such Rule 405) at any such time
or date. The Registration Statement is an “automatic shelf registration statement” (as defined in such Rule 405),
was filed not earlier than the date that is three years prior to the Closing Date and the Company has not received from the Commission
any notice pursuant to Rule 401(g)(2) of the Rules and Regulations objecting to use of the automatic shelf registration statement
form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.
(iii)
The Registration Statement conformed and will conform in all material respects on the Effective Date and on the Closing Date,
and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed,
to the requirements of the Securities Act and the Rules and Regulations. The Preliminary Prospectus conformed, and the
Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations and on the Closing Date to the requirements of the Securities Act and the Rules and Regulations. The documents
incorporated by reference in any Preliminary Prospectus or the Prospectus conformed, and any further documents so
incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act
or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder.
(iv)
The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that
no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon
and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically
for inclusion therein, which information is specified in Section 8(g) hereof, except that the representations and warranties
set forth in this paragraph do not apply to that part of the Registration Statement that constitutes the Statement of Eligibility
and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
of The Bank of New York Mellon Trust Company, N.A. (the “Trustee”).
(v)
The Prospectus will not, as of its date and on the Closing Date, contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that no representation or warranty is made as to information contained in or omitted from the
Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the
Representatives specifically for inclusion therein, which information is specified in Section 8(g) hereof.
(vi)
The documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents filed
and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(vii)
The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that no representation or warranty is made as to information contained in or omitted from the
Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for inclusion therein, which information is specified in Section 8(g) hereof.
(viii)
Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities
Act and the Rules and Regulations on the date of first use, and the Company has complied with any filing requirements
applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. Except for the Issuer Free Writing
Prospectus listed on Schedule II hereto (the use of which has been consented to by the Representatives), the Company has not
made any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written
consent of the Representatives. The Company has retained in accordance with the Rules and Regulations all Issuer Free Writing
Prospectuses that were not required to be filed pursuant to the Rules and Regulations. Schedule II hereto includes a complete
list of all Issuer Free Writing Prospectuses used in connection with the offering of the Securities.
(ix)
The Company has been duly formed, is validly existing as a Massachusetts voluntary association in good standing under the laws
of the Commonwealth of Massachusetts, has the power and authority to own its property and to conduct its business as described
in the Pricing Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company
and its subsidiaries taken as a whole. The Company possesses such material certificates, authorizations, franchises or permits
issued by the appropriate state or federal regulatory authorities or bodies as are necessary to conduct its business as currently
conducted.
(x)
Each majority-owned subsidiary of the Company has been duly incorporated or otherwise formed, is validly existing as a corporation
or limited liability company, as applicable, in good standing under the laws of its jurisdiction of incorporation or formation,
has the corporate or limited liability company power, as applicable, and authority to own its property and to conduct its business
as described in the Pricing Disclosure Package and is duly qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries,
taken as a whole; all of the issued shares of common stock or membership interests of each subsidiary of the Company have been
duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company, free and clear
of all liens, encumbrances, equities or claims. Each subsidiary possesses such material certificates, authorizations, franchises
or permits issued by the appropriate state or federal regulatory authorities or bodies as are necessary to conduct its business
as currently conducted.
(xi)
The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.
This Agreement has been duly and validly authorized, executed and delivered by the Company, and is a valid and binding agreement
of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and general principles of equity.
(xii)
The Indenture dated as of April 1, 2002 between the Company and the Trustee (as supplemented and previously amended by
various supplemental indentures, including, by the Twelfth Supplemental Indenture, dated as of January 1, 2020, establishing
the terms of the 2050 Notes and the Thirteenth Supplemental Indenture dated as of August 1, 2020, establishing the terms of
the 2025 Notes and the 2030 Notes and authorizing the issuance of the Securities offered hereby, the
“Indenture”), has been duly qualified under the Trust Indenture Act and has been duly authorized, executed
and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general
principles of equity.
(xiii)
The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be entitled to the benefits
of the Indenture, and will be valid and binding obligations of the Company, in each case enforceable in accordance with their
respective terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and
general principles of equity.
(xiv)
The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the
Indenture and the Securities will not contravene any provision of applicable law, rule or regulation or the Declaration of Trust
of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries or any of their respective
properties that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, and
no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance
by the Company of its obligations under this Agreement, the Indenture or the Securities, except such as have been obtained under
the Securities Act and such as may be required by the securities or Blue Sky laws of the various states in connection with the
offer and sale of the Securities.
(xv)
There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a
whole, from that set forth in the Pricing Disclosure Package.
(xvi)
There are no legal or governmental proceedings pending, threatened or contemplated to which the Company or any of its subsidiaries
is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described
in the Registration Statement or the Pricing Disclosure Package and are not so described or any statutes, regulations, contracts
or other documents that are required to be described in the Registration Statement or the Pricing Disclosure Package or to be
filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as
required.
(xvii)
Each Preliminary Prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto,
or filed pursuant to Rule 424 of the Rules and Regulations, complied when so filed in all material respects with the Securities
Act and the Rules and Regulations.
(xviii)
The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof
as described in the Pricing Disclosure Package and the Prospectus, will not be an “investment company” as such term
is defined in the Investment Company Act of 1940, as amended.
(xix)
Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company and each of its subsidiaries (A) is
in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of
human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”) (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties
or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and
any potential liabilities to third parties), (B) has received all permits, licenses or other approvals required of it under
applicable Environmental Laws to conduct its business and (C) is in compliance with all terms and conditions of any such
permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses
or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly
or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.
(xx)
As of the date of the Company’s most recent certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”), the Company and each of its subsidiaries that is a reporting company under the
Exchange Act (collectively, the “Reporting Companies”) maintain systems of internal accounting controls and
processes sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements
in conformity with generally accepted accounting principles; and (iii) assets are safeguarded from loss or unauthorized use.
The Reporting Companies evaluated the design and operation of their respective disclosure controls and procedures to determine
whether they are effective in ensuring that the disclosure of required information is timely made in accordance with the Exchange
Act and the rules and forms of the Commission. These evaluations were made under the supervision and with the participation of
management, including the principal executive officers and principal financial officers of each of the Reporting Companies, within
the 45-day period prior to the filing of the most recent Quarterly Report on Form 10-Q. The principal executive officers and principal
financial officers have concluded, based on their review, that the disclosure controls and procedures, as defined by Rules 13a-15(e)
and 15d-15(e) under the Exchange Act, are effective to ensure that information required to be disclosed by each of the Reporting
Companies in reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods
specified in Commission rules and forms. No significant changes were made to the Reporting Companies’ internal controls
or other factors that could significantly affect these controls subsequent to the date of their evaluation. The Company is not
aware of any material weakness in its internal controls over financial reporting.
(xxi)
The financial statements and the related notes thereto incorporated by reference in the Registration Statement, the Pricing Disclosure
Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange
Act, as applicable, and present fairly the financial position of the Company and its subsidiaries as of the dates indicated and
the results of their operations and the changes in their cash flows for the periods specified; such financial statements have
been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods
covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement, the Pricing
Disclosure Package and the Prospectus present fairly the information required to be stated therein. The other financial information
included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been
derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby. No
other financial statements or schedules of any other person are required by the Securities Act or the Exchange Act to be included
in or incorporated by reference in the Registration Statement, the Pricing Disclosure Package, or the Prospectus. The interactive
data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure
Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance
with the Commission’s rules and guidelines applicable thereto.
(xxii)
Deloitte and Touche LLP, who have audited certain financial statements of the Company and its subsidiaries included or incorporated
by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are independent registered public
accountants with respect to the Company and its subsidiaries as required by the Securities Act.
(xxiii)
The Company has not distributed and, prior to the later to occur of the Closing Date and completion of the distribution of the
Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the
Registration Statement, any Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus set forth on Schedule
II hereto.
(xxiv)
Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee
or affiliate of the Company or any of its subsidiaries (a) is, or is controlled or 50% or more owned by or is acting on
behalf of, an individual or entity that is currently the subject of any sanctions administered or enforced by the United
States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the
Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United
Nations Security Council, the European Union, the United Kingdom (including sanctions administered or enforced by Her
Majesty’s Treasury) or other relevant sanctions authority (collectively, “Sanctions” and such
persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (b) is
located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that
broadly prohibit dealings with that country or territory, including but not limited to Belarus, Cote D’Ivoire (Ivory
Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, Myanmar, North Korea, Sudan, Syria and Zimbabwe
(collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (c) will,
directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to
any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any
Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or
entity participating in the offering, whether as underwriter, advisor, investor or otherwise).
(xxv)
Neither the Company nor any of its subsidiaries (a) is under investigation by any governmental body for, or has been charged with,
or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under
any applicable law (collectively, “Anti-Money Laundering Laws”), (b) has been assessed civil penalties under
any Anti-Money Laundering Laws or (c) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering
Laws. The Company and its subsidiaries have taken reasonable measures appropriate to the circumstances (in any event as required
by applicable law), to ensure that each of them is and will continue to be in compliance with all applicable current and future
Anti-Money Laundering Laws.
(xxvi)
Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee,
affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly
or indirectly, that could result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act
of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules
or regulations thereunder; and the Company and its subsidiaries have instituted and maintain policies and procedures to ensure
compliance therewith. No part of the proceeds of the offering of the Securities hereunder will be used, directly or indirectly,
in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or any similar
law of any other relevant jurisdiction, or the rules or regulations thereunder.
(xxvii) (a)
Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (1) there has been no
security breach or other compromise of or relating to any of the Company’s or any of its subsidiaries’
information technology and computer systems, networks, hardware, software, data (including, to the knowledge of the Company
and its subsidiaries, the data of their respective customers, employees, suppliers and vendors), equipment or technology
(collectively, “IT Systems and Data”), (2) neither the Company nor any of its subsidiaries has been
notified of, or has any knowledge of, any event or condition that would reasonably be expected to result in any security
breach or other compromise to its IT Systems and Data and (3) the Company and its subsidiaries are in compliance in all
material respects with all applicable statutes, governmental regulations and standards, contractual obligations and internal
policies relating to the security of IT Systems and Data and to the protection of IT Systems and Data from unauthorized use,
access, misappropriation or modification, except as would not, in the case of clause (1) or (2) above, individually or in the
aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; and (b) the Company and its
subsidiaries have implemented backup and disaster recovery technology consistent in all material respects with general
industry standards and practices.
Any
certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection
with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby,
to each Underwriter.
(b)
Each Underwriter hereby agrees that, except for one or more term sheets containing the information set forth in Exhibit A,
Exhibit B and Exhibit C to Schedule II hereto, it will not use, authorize use of, refer to, or participate in the use of, any
“free writing prospectus”, as defined in Rule 405 of the Rules and Regulations (which term includes use of any written
information furnished to the Commission by the Company and not incorporated by reference in the Registration Statement and any
press release issued by the Company) other than (i) one or more term sheets relating to the Securities which are not Issuer
Free Writing Prospectuses and which contain preliminary terms of the Securities and related customary information, (ii) a
free writing prospectus that is not required to be filed with the Commission, (iii) a free writing prospectus that contains
no “issuer information” (as defined in Rule 433(h)(2) of the Rules and Regulations) that was not included (including
through incorporation by reference) in any Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (iv) any
Issuer Free Writing Prospectus prepared pursuant to Section 7(c) hereof, or (v) any free writing prospectus prepared
by such Underwriter and approved by the Company in advance in writing.
4.
Terms of Public Offering. The Company is advised by the Underwriters that they have made a public offering of the Securities
on the date of this Agreement. The terms of the public offering of the Securities are set forth in the Pricing Disclosure Package.
5.
Payment and Delivery. Except as otherwise provided in this Section 5, payment for the Securities shall be made to
the Company in Federal or other funds immediately available at the time (the “Closing Date”) and place set
forth in Schedule III hereto, upon delivery to the Representatives of the Securities, in fully registered global form registered
in the name of Cede & Co., for the respective accounts of the several Underwriters of the Securities registered in such names
and in such denominations as the Representatives shall request in writing not less than the business day immediately preceding
the date of delivery, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly
paid. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives
shall otherwise instruct.
6.
Conditions to the Underwriters’ Obligations. The obligations of the Underwriters are subject to the following conditions:
(a)
Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i)
there shall not have occurred any downgrading or withdrawal, nor shall any notice have been given of any intended or potential
downgrading or withdrawal or of any review for a possible change that does not indicate the direction of the possible change, in
the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,”
as such term is defined for purposes of Section 3(a)(62) of the Exchange Act;
(ii)
any Preliminary Prospectus and the Prospectus shall have been timely filed with the Commission in accordance with Section 7(b)
hereof; the Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus; no stop
order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer
Free Writing Prospectus shall have been issued and no proceeding for such purpose or pursuant to Section 8A of the Act against
the Company or related to the offering shall have been initiated or threatened by the Commission; and any request of the Commission
for inclusion of additional information in the Registration Statement or Prospectus or otherwise shall have been complied with;
and the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Rules and Regulations objecting
to use of the automatic shelf registration statement form; and
(iii)
there shall not have occurred any change, or any development involving a prospective change, in the condition, financial
or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth
in the Pricing Disclosure Package that, in the judgment of the Representatives, is material and adverse and that makes it, in the
judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on
the terms and in the manner contemplated in the Pricing Disclosure Package and this Agreement.
(b)
The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive
officer of the Company, to the effect set forth in Sections 6(a)(i) and (ii) above and to the effect that (i) the representations
and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has
complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or
before the Closing Date and (ii) since the Effective Date, no event has occurred that should have been set forth in a supplement
or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that has not been so set forth.
The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c)
At the Closing Date, the Securities shall have at least the ratings specified in the Pricing Disclosure Package, and the
Company shall have delivered to the Underwriters a letter, dated the Closing Date, from each relevant rating agency, or other evidence
reasonably satisfactory to the Underwriters, confirming that the Securities have been assigned such ratings;
(d) The
Underwriters shall have received on the Closing Date a legal opinion from Richard J. Morrison, Esq., Deputy General Counsel
and Corporate Secretary of Eversource Energy Service Company, a service company affiliate of Eversource Energy, and counsel
to the Company, or other counsel reasonably acceptable to the Representatives, dated the Closing Date, to the effect
that:
(i)
the Company has been duly formed, is validly existing as a Massachusetts voluntary association in good standing under the
laws of the Commonwealth of Massachusetts, has the power and authority to own its property and to conduct its business as described
in the Pricing Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to
the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole; and the Company possesses such material certificates, authorizations, franchises or permits
issued by the appropriate state or federal regulatory authorities or bodies as are necessary to conduct its business as currently
conducted;
(ii)
each majority-owned subsidiary of the Company has been duly incorporated or otherwise formed, is validly existing as a corporation
or limited liability company, as applicable, in good standing under the laws of its jurisdiction of incorporation or formation,
has the corporate or limited liability company power, as applicable, and authority to own its property and to conduct its business
as described in the Pricing Disclosure Package and is duly qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries,
taken as a whole; each subsidiary possesses such material certificates, authorizations, franchises or permits issued by the appropriate
state or federal regulatory authorities or bodies as are necessary to conduct its business as currently conducted;
(iii)
this Agreement has been duly authorized, executed and delivered by the Company;
(iv)
the Indenture has been (A) duly qualified under the Trust Indenture Act, and (B) duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity;
(v)
the Securities have been duly authorized and executed and, when authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be entitled to the benefits
of the Indenture, and will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles
of equity;
(vi)
(A) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this
Agreement, the Indenture and the Securities will not contravene any provision of applicable law, rule or regulation or the Declaration
of Trust of the Company or, to the best of such counsel’s knowledge, any agreement or other instrument binding upon the Company
or any of its subsidiaries or any of their respective properties that is material to the Company and its subsidiaries, taken as
a whole, or, to the best of such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court
having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, and (B) no consent,
approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by
the Company of its obligations under this Agreement, the Indenture and the Securities, except such as have been obtained under
the Securities Act and such as may be required by the securities or Blue Sky laws of the various states, as to which such counsel
need express no opinion, in connection with the offer and sale of the Securities;
(vii)
the statements in (A) the Pricing Disclosure Package and the Prospectus under the captions “Description of the Notes”,
“Underwriting” and “Description of Securities Registered”, (B) in the Registration Statement under Item
15, (C) in “Item 3. Legal Proceedings” of the Company’s most recent Annual Report on Form 10-K incorporated by
reference in the Pricing Disclosure Package and the Prospectus and (D) in “Item 1. Legal Proceedings” of Part II of
the Company’s Quarterly Reports on Form 10-Q, if any, filed since such annual report, in each case insofar as such statements
constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called
for with respect to such legal matters, documents and proceedings as of the dates of such reports and fairly summarize the matters
referred to therein as of the dates of such reports;
(viii)
after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the
Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject
that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and are not so
described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement,
the Pricing Disclosure Package or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement
that are not described, filed or incorporated as required;
(ix)
the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds
thereof as described in the Pricing Disclosure Package and the Prospectus, will not be an “investment company” as such
term is defined in the Investment Company Act of 1940, as amended;
(x) except
as disclosed in the Pricing Disclosure Package and the Prospectus, each of the Company and its subsidiaries (A) is in
compliance with any and all applicable Environmental Laws, (B) has received all permits, licenses or other approvals
required of it under applicable Environmental Laws to conduct its business and (C) is in compliance with all terms and
conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole;
(xi)
the Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement
is in effect, no order directed to the adequacy of any document incorporated by reference in the Pricing Disclosure Package and
the Prospectus has been issued by the Commission and no proceedings for either such purpose or pursuant to Section 8A of the
Act against the Company or related to the offering are pending before or threatened by the Commission;
(xii)
such counsel (A) is of the opinion that each document, if any, filed pursuant to the Exchange Act and incorporated
by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto
(except for financial statements, schedules and other financial data contained or incorporated by reference in the Registration
Statement, the Pricing Disclosure Package or the Prospectus or any amendment to the Prospectus, as to which such counsel need not
express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules
and regulations of the Commission thereunder and (B) is of the opinion that the Registration Statement, on the Effective Date,
and each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424(b)
of the Rules and Regulations (except for financial statements, schedules and other financial data contained or incorporated by
reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus as to which such counsel need not express
any opinion), complied as to form in all material respects with the Securities Act and the Rules and Regulations.
Such counsel shall
also state that he has no reason to believe that (except for financial statements, schedules and other financial data contained
or incorporated by reference in the Registration Statement, the Prospectus or the Pricing Disclosure Package and except for that
part of the Registration Statement that constitutes the Form T-1, as to all of which such counsel need not express any belief):
(A)
any part of the Registration Statement, as of the Effective Date, contained any untrue statement of a material fact or omitted
or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
(B)
the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading, or
(C) the
Prospectus, as of its date and as of the date such opinion is delivered, contained or contains any untrue statement of a
material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
Such counsel may state
that his belief is based upon his participation in the preparation of the Registration Statement, the Prospectus and the Pricing
Disclosure Package and documents incorporated therein by reference and review and discussion of the contents thereof, but are without
independent check or verification, except as specified.
The opinion of Counsel
described in this Section 6(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein.
(e)
The Underwriters shall have received from Choate, Hall & Stewart LLP, special counsel for the Underwriters, an opinion
dated the Closing Date and addressed to the Underwriters, with respect to such matters as the Representatives may reasonably require,
and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon
such matters.
(f)
The Underwriters shall have received on the date hereof and on the Closing Date, letters, the first dated the date hereof
and the second dated the Closing Date, each in form and substance satisfactory to the Underwriters, from Deloitte & Touche
LLP, containing statements and information of the type ordinarily included in accountants’ “comfort letters”
to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference
in the most recent Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus.
If any of the conditions
specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled
at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company
in writing or by telephone or facsimile confirmed in writing.
7.
Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company
covenants with each Underwriter as follows:
(a)
To furnish the Representatives, without charge, one (1) signed copy of the Registration Statement (including exhibits thereto)
and, for delivery to each other Underwriter, a conformed copy of the Registration Statement (without exhibits thereto) and to furnish
the Representatives in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding
the date of this Agreement and during the period mentioned in Section 7(e) hereof, as many copies of the Preliminary Prospectus,
Prospectus, each Issuer Free Writing Prospectus, any documents incorporated by reference therein and any supplements and amendments
thereto or to the Registration Statement as the Representatives may reasonably request.
(b) To
prepare the Prospectus in a form approved by the Representatives and to file the Preliminary Prospectus and the Prospectus
pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second
business day following the execution and delivery of this Agreement. If, at any time prior to the filing of the Prospectus
pursuant to Rule 424(b) of the Rules and Regulations, any event shall occur or condition exist as a result of which the
Pricing Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under which they were made or the circumstances then
prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the Pricing
Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Pricing Disclosure
Package to correct such statement or omission; and (iii) supply any amendment or supplement to the Underwriters in such
quantities as the Representatives may reasonably request.
(c)
If required by the Securities Act, to timely file with the Commission under the Securities Act each Issuer Free Writing
Prospectus. The Company will prepare pricing term sheets, substantially in the forms of Exhibit A, Exhibit B and Exhibit C
to Schedule II hereto, in forms approved by the Representatives and to file such pricing term sheets pursuant to Rule 433(d) of
the Rules and Regulations within the time required by such Rule and to file all other material required to be filed by the Company
with the Commission pursuant to Rule 433(d) of the Rules and Regulations.
(d)
Before amending or supplementing the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package
or the Prospectus with respect to the Securities, to furnish to the Representatives a copy of each such proposed amendment or supplement
and not to file any such proposed amendment or supplement to which the Representatives reasonably object.
(e)
If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered (including in such circumstances where such requirement can be satisfied
pursuant to Rule 172 of the Rules and Regulations) in connection with sales by an Underwriter or dealer, any event shall occur
or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein,
in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel
for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare,
file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the
Representatives will furnish to the Company) to which Securities may have been sold by the Underwriters and to any other dealers
upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented
will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus,
as amended or supplemented, will comply with law.
(f)
To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as
the Representatives shall reasonably request; provided, however, that the Company shall not be required to qualify
as a foreign corporation or to file a consent to service of process or to file annual reports or to comply with any other requirements
deemed by the Company in its reasonable judgment to be unduly burdensome.
(g)
Not to make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior
written consent of the Representatives.
(h)
To retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses it uses or refers to; and if
at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then
amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus
or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made not misleading or, if for any other
reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon
their request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives
may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict,
statement or omission or effect such compliance.
(i)
To make generally available to the Company’s security holders, as soon as practicable, an earnings statement (which
need not be audited) covering a period of at least twelve months beginning after the “effective date of the registration
statement” within the meaning of Rule 158 of the Rules and Regulations, which earning statement shall be in such form, and
be made generally available to security holders in such a manner, as to meet the requirements of the last paragraph of Section 11(a)
of the Securities Act and Rule 158 of the Rules and Regulations.
(j)
During the period beginning on the date of this Agreement and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of, directly or indirectly, any debt securities of the Company or warrants to purchase
debt securities of the Company substantially similar to the Securities (other than (i) the Securities and (ii) commercial
paper issued in the ordinary course of business), without the prior written consent of the Representatives.
(k) Whether
or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be
paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees,
disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the
registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the
preparation and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing
Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified,
(ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any
transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky memorandum in connection
with the offer and sale of the Securities under state law and all expenses in connection with the qualification of the
Securities for offer and sale under state law as provided in Section 7(f) hereof, including filing fees and the
reasonable fees and disbursements of counsel for the Underwriters not to exceed $10,000 in connection with such qualification
and in connection with the Blue Sky memorandum, (iv) the fees and disbursements of the Company’s accountants and
the Trustee and its counsel, (v) all filing fees and the reasonable fees and disbursements of counsel to the
Underwriters incurred in connection with any review and qualification of the offering of the Securities by the Financial
Industry Regulatory Authority, (vi) any fees charged by the rating agencies for the rating of the Securities and
(vii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which
provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section,
Section 8 entitled “Indemnity and Contribution”, and clause (b) of Section 10 entitled
“Defaulting Underwriters” hereof, the Underwriters will pay all of their costs and expenses, including fees and
disbursements of their counsel (except as set forth in this Section 7(k)), and any advertising expenses connected with
any offers they may make.
(l)
The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without
limitation, the Sarbanes-Oxley Act, and will use its best efforts to cause the Company’s directors and officers, in their
capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley
Act.
(m)
The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably
be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Securities.
(n)
The Company will pay the applicable Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)
of the Rules and Regulations without regard to the proviso thereof.
(o)
If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date
of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company will, prior to the Renewal
Deadline, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to
the Securities, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf
registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration
statement relating to the Securities, in a form satisfactory to the Representatives, and will use its best efforts to cause such
registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other action
necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration
statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration
statement or such new shelf registration statement, as the case may be.
(p) If
at any time when Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to
Rule 401(g)(2) of the Rules and Regulations or otherwise ceases to be eligible to use the automatic shelf registration
statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration
statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the
Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be
declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other
action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the
registration statement that was the subject of the Rule 401(g)(2) of the Rules and Regulations notice or for which the
Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration
statement or post-effective amendment, as the case may be.
8.
Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its directors,
officers and employees and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities when
and as incurred by them (including, without limitation, any legal or other expenses reasonably incurred in connection with defending
or investigating any such action or claim) that are based upon or arise out of any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Pricing Disclosure
Package (as defined to include, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free
Writing Prospectus listed on Schedule II hereto), any Issuer Free Writing Prospectus or in any amendment or supplement thereto,
or any “issuer information” (as defined in Rule 433 of the Rules and Regulations) contained in any free writing prospectus,
so long as the Company consented in writing to such free writing prospectus prior to its first use or any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through
the Representatives expressly for use therein, which information consists solely of the information specified in Section 8(g)
hereof.
(b)
Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers
who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to
such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such
Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus,
the Pricing Disclosure Package, any Issuer Free Writing Prospectus or in any amendments or supplements thereto, which information
is limited to the information set forth in Section 8(g) hereof.
(c) In
case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either Section 8(a) or 8(b) hereof, such person (the “indemnified
party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying
party”) in writing (but the omission so to notify the indemnifying party under this subsection shall not relieve it
from any liability which it otherwise might have to an indemnified party otherwise than under this subsection) and the
indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay
the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not
retained counsel within a reasonable period of time after the request by the indemnified party to do so. It is understood
that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives, in the case of parties
indemnified pursuant to Section 8(a) hereof, and by the Company, in the case of parties indemnified pursuant to
Section 8(b) hereof. The indemnifying party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of
any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release
of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not
include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified
party.
(d) To
the extent the indemnification provided for in Section 8(a) or 8(b) hereof is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under
such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand
from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i)
above but also the relative fault of each indemnifying party on the one hand and each indemnified party on the other hand in
connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters
on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions
as the net proceeds from the offering of such Securities (before deducting expenses) received by the Company and the total
underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of
the Prospectus, bear to the aggregate public offering price of the Securities. The relative fault of each indemnifying party
on the one hand and each indemnified party on the other hand shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such indemnifying party or by such indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The
Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the
respective principal amounts of Securities they have purchased hereunder, and not joint.
(e)
The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8
were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable considerations referred to in Section 8(d) hereof.
The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which
the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the
amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity.
(f)
The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other
statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any
Underwriter or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment
for any of the Securities.
(g)
The Underwriters severally confirm and the Company acknowledges and agrees that the statements (i) regarding delivery of
the Securities by the Underwriters set forth in the last paragraph of text on the cover page, (ii) in the third, sixth and
seventh paragraphs of text under the caption “Underwriting” and (iii) in the third sentence of the fifth paragraph
of text under the caption “Underwriting” of the most recent Preliminary Prospectus and the Prospectus are correct and
constitute the only information concerning such Underwriter furnished in writing to the Company by or on behalf of the Underwriters
specifically for inclusion in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Pricing Disclosure Package,
any Issuer Free Writing Prospectus or in any amendment or supplement thereto.
9. Termination. This
Agreement shall be subject to termination by notice given by the Representatives to the Company, if (a) after the
execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the Financial Industry
Regulatory Authority, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade or
there shall have been established by any of such exchanges or by the Commission or by any federal or state agency or by the
decision of any court, any general limitation on prices for such trading or any general restrictions on the distribution of
securities, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any
over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities, (iv) there shall have occurred any (A) outbreak of
hostilities affecting the United States, or (B) other national or international calamity or crisis, or any material
adverse change in financial, political or economic conditions affecting the United States, including, but not limited to, an
escalation of hostilities that existed prior to the date of this Agreement, or (v) there shall have occurred any
material disruption in commercial banking, securities settlement or clearance services and (b) in the case of any of the
events specified in clauses 9(a)(i) through 9(a)( v), such event, singly or together with any other such event, makes it
impracticable or inadvisable, in the sole judgment of the Representatives, to proceed with the offer, sale or delivery of the
Securities on the terms and in the manner contemplated in the most recent Preliminary Prospectus or the Prospectus.
10.
Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse
to purchase the Securities set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or
they have agreed to purchase hereunder on such date, and the aggregate amount of such Securities which such defaulting Underwriter
or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities of
such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions
that the amount of such Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate amount
of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives
may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date; provided that in no event shall the amount of the Securities that any Underwriter has agreed to purchase pursuant
to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Securities
without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse
to purchase such Securities and the aggregate amount of such Securities with respect to which such default occurs is more than
one tenth of the aggregate amount of such Securities to be purchased on such date, and arrangements satisfactory to the Representatives
and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or
the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected.
Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
(b) If
this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth
in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any
failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement,
or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse
the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred
by the Underwriters in connection with this Agreement or the offering contemplated hereunder.
11.
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Securities
or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory
or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters:
(i) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on
the other, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without
limitation, with respect to the determination of the public offering price of the Securities, and such relationship between the
Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial and based on arms-length negotiations;
(iii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations
specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from
those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any
breach of fiduciary duty in connection with this offering.
12.
Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and
other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the
officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of
and payment for the Securities. The provisions of Sections 8 and 10(b) hereof shall survive the termination or cancellation of
this Agreement.
13. Notices.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be
mailed, delivered or telefaxed to BNY Mellon Capital Markets, LLC, 240 Greenwich Street 3W, New York, New York 10286,
Facsimile No.: (212) 815-6403; BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: High Grade
Transaction Management/Legal, Facsimile No.: (212) 901-7881; Goldman Sachs & Co. LLC, 200 West Street, New York, New York
10282, Facsimile No.: (212) 902-3000, Attention: Registration Department; MUFG Securities Americas Inc., 1221 Avenue of the
Americas, 6th Floor, New York, New York 10020, Attention: Capital Markets Group, Facsimile No.: (646) 434-3455; TD
Securities (USA) LLC, 31 W. 52nd Street, 2nd Floor, New York, New York 10019, Attention: Transaction Management Group; and
Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Email:
email:tmgcapitalmarkets@wellsfargo.com, Attention: Transaction Management; or, if sent to the Company, will be mailed,
delivered or telefaxed to Eversource Energy, Attention: Corporate Finance & Cash Management, Facsimile No.: (781)
441-3086 and confirmed to it at Eversource Energy, 247 Station Drive, Westwood, Massachusetts 02090, Attention: Assistant
Treasurer, with a copy to Eversource Energy, 56 Prospect Street, Hartford, Connecticut 06103, Attention: Executive Vice
President and General Counsel.
14.
Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same instrument.
15.
Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
16.
Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State
of New York.
17.
Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and
shall not be deemed a part of this Agreement.
18.
No Shareholder Liability. The Declaration of Trust of the Company provides that no shareholder of the Company shall
be held to any liability whatever for the payment of any sum of money, or for damages or otherwise, under any contract, obligation
or undertaking made, entered into or issued by the trustees of the Company or by any officer, agent or representative elected or
appointed by the trustees of the Company and no such contract, obligation, or undertaking shall be enforceable against the trustees
of the Company or any of them in their or his individual capacities or capacity and all such contracts, obligations and undertakings
shall be enforceable only against the trustees of the Company as such, and every person, firm, association, trust and corporation
having any claim or demand arising out of any such contract, obligation or undertaking shall look only to the trust estate for
the payment or satisfaction thereof.
19.
USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective
clients, including the Company, which information may include the name and address of their respective clients, as well as other
information that will allow the Underwriters to properly identify their respective clients.
20.
Recognition of the U.S. Special Resolution Regimes.
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will
be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement,
and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a
proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such
Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United
States.
For purposes of this Section 20, a “BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,
12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature pages follow.]
Please confirm your
agreement by having an authorized officer sign a copy of this Agreement in the space set forth below.
| |
Very truly yours, |
| |
|
| |
EVERSOURCE ENERGY |
| |
|
| |
By: |
/s/ Emilie G. O’Neil |
| |
|
Emilie G. O’Neil |
| |
|
Assistant Treasurer |
[Underwriting
Agreement]
| Accepted and Agreed: |
|
| |
|
| BNY MELLON CAPITAL MARKETS, LLC |
|
| |
|
| By: |
/s/ Dan Klinger |
|
| |
Name: |
Dan Klinger |
|
| |
Title: |
Managing Director |
|
| |
|
| BOFA SECURITIES, INC. |
|
| |
|
| By: |
/s/ David Mikula |
|
| |
Name: |
David Mikula |
|
| |
Title: |
Managing Director |
|
| |
|
| GOLDMAN SACHS & cO. LLC |
|
| |
|
| By: |
/s/ Adam T. Greene |
|
| |
Name: |
Adam T. Greene |
|
| |
Title: |
Managing Director |
|
| |
|
| MUFG SECURITIES AMERICAS INC. |
|
| |
|
| By: |
/s/ Brian Cogliandro |
|
| |
Name: |
Brian Cogliandro |
|
| |
Title: |
Managing Director |
|
| |
|
| TD Securities (USA) LLC |
|
| |
|
| By: |
/s/ Luiz Lanfredi |
|
| |
Name: |
Luiz Lanfredi |
|
| |
Title: |
Director |
|
| |
|
| WELLS FARGO SECURITIES, LLC |
|
| |
|
| By: |
/s/ Carolyn Hurley |
|
| |
Name: |
Carolyn Hurley |
|
| |
Title: |
Director |
|
[Underwriting
Agreement]
SCHEDULE I
3.45% Senior Notes, Series P, Due 2050
| Underwriters | |
Principal Amount of
Securities | |
| BNY Mellon Capital Markets, LLC | |
$ | 31,500,000 | |
| BofA Securities, Inc. | |
$ | 31,500,000 | |
| Goldman Sachs & Co. LLC | |
$ | 31,500,000 | |
| MUFG Securities Americas Inc. | |
$ | 31,500,000 | |
| TD Securities (USA) LLC | |
$ | 31,500,000 | |
| Wells Fargo Securities, LLC | |
$ | 31,500,000 | |
| J.P. Morgan Securities LLC | |
$ | 21,600,000 | |
| Mizuho Securities USA LLC | |
$ | 21,600,000 | |
| PNC Capital Markets LLC | |
$ | 21,600,000 | |
| RBC Capital Markets, LLC | |
$ | 21,600,000 | |
| U.S. Bancorp Investments, Inc. | |
$ | 21,600,000 | |
| Samuel A. Ramirez & Company, Inc. | |
$ | 3,000,000 | |
| Total | |
$ | 300,000,000 | |
0.80% Senior Notes, Series Q, Due 2025
| Underwriters | |
Principal Amount of
Securities | |
| BNY Mellon Capital Markets, LLC | |
$ | 31,500,000 | |
| BofA Securities, Inc. | |
$ | 31,500,000 | |
| Goldman Sachs & Co. LLC | |
$ | 31,500,000 | |
| MUFG Securities Americas Inc. | |
$ | 31,500,000 | |
| TD Securities (USA) LLC | |
$ | 31,500,000 | |
| Wells Fargo Securities, LLC | |
$ | 31,500,000 | |
| J.P. Morgan Securities LLC | |
$ | 21,600,000 | |
| Mizuho Securities USA LLC | |
$ | 21,600,000 | |
| PNC Capital Markets LLC | |
$ | 21,600,000 | |
| RBC Capital Markets, LLC | |
$ | 21,600,000 | |
| U.S. Bancorp Investments, Inc. | |
$ | 21,600,000 | |
| Samuel A. Ramirez & Company, Inc. | |
$ | 3,000,000 | |
| Total | |
$ | 300,000,000 | |
1.65% Senior Notes, Series R, Due 2030
| Underwriters | |
Principal Amount of
Securities | |
| BNY Mellon Capital Markets, LLC | |
$ | 63,000,000 | |
| BofA Securities, Inc. | |
$ | 63,000,000 | |
| Goldman Sachs & Co. LLC | |
$ | 63,000,000 | |
| MUFG Securities Americas Inc. | |
$ | 63,000,000 | |
| TD Securities (USA) LLC | |
$ | 63,000,000 | |
| Wells Fargo Securities, LLC | |
$ | 63,000,000 | |
| J.P. Morgan Securities LLC | |
$ | 43,200,000 | |
| Mizuho Securities USA LLC | |
$ | 43,200,000 | |
| PNC Capital Markets LLC | |
$ | 43,200,000 | |
| RBC Capital Markets, LLC | |
$ | 43,200,000 | |
| U.S. Bancorp Investments, Inc. | |
$ | 43,200,000 | |
| Samuel A. Ramirez & Company, Inc. | |
$ | 6,000,000 | |
| Total | |
$ | 600,000,000 | |
[Underwriting
Agreement]
SCHEDULE II
Complete list of all Issuer Free Writing
Prospectuses used in connection with the offering
of the Securities
| · | Term sheet, dated August 11, 2020, attached hereto as Exhibit A to this Schedule II, relating to the 3.45% Senior Notes, Series
P, Due 2050. |
| · | Term sheet, dated August 11, 2020, attached hereto as Exhibit B to this Schedule II, relating to the 0.80% Senior Notes, Series
Q, Due 2025. |
| · | Term sheet, dated August 11, 2020, attached hereto as Exhibit C to this Schedule II, relating to the 1.65% Senior Notes, Series
R, Due 2030. |
Exhibit A to Schedule II
Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-231118-01
August 11, 2020
EVERSOURCE ENERGY
Pricing Term Sheet
| Issuer: |
Eversource Energy |
|
Security:
|
$300,000,000 3.45% Senior Notes, Series P, Due 2050 (the “Notes”), which will be part of the same series of debt securities issued on January 10, 2020 by the Issuer in the amount of $350,000,000 (the “Existing Notes”). |
| Principal Amount: |
$300,000,000 (for an aggregate principal amount outstanding of $650,000,000, together with the Existing Notes) |
| Maturity Date: |
January 15, 2050 |
| Coupon: |
3.45% |
| Benchmark Treasury: |
2.00% due February 15, 2050 |
| Benchmark Treasury Price / Yield: |
116-05+ / 1.335% |
| Spread to Benchmark Treasury: |
125 basis points |
| Yield to Worst: |
2.585% |
| Price to Public: |
117.540% of the principal amount, plus accrued interest from July 15, 2020 |
| Accrued Interest: |
$833,750 |
| Interest Payment Dates: |
Semi-annually on January 15 and July 15 of each year, commencing on January 15, 2021. The interest payment on January 15, 2021 will include accrued interest from, and including, July 15, 2020. |
|
Redemption Provisions:
|
Make-whole call at any time prior to July 15, 2049 (six months prior to the Maturity Date) at a discount rate of Treasury plus 20 basis points and on or after such date at par |
| Trade Date: |
August 11, 2020 |
| Settlement Date*: |
August 14, 2020 (T+3) |
| Qualified Reopening: |
The offering of the Notes is expected to qualify as a “qualified reopening” of the Existing Notes under the United States Treasury Regulations. See “Certain United States Federal Income Tax Consequences” in the Preliminary Prospectus Supplement dated August 11, 2020. |
| Concurrent Offerings: |
The Issuer is also offering $300,000,000 of its 0.80% Senior Notes, Series Q, Due 2025 and $600,000,000 of its 1.65% Senior Notes, Series R, Due 2030. |
| CUSIP / ISIN: |
30040W AH1 / US30040WAH16 |
| Ratings**: |
[Ratings Omitted] |
|
Joint Book-Running Managers:
|
BNY Mellon Capital Markets, LLC
BofA Securities, Inc.
Goldman Sachs & Co. LLC
MUFG Securities Americas Inc.
TD Securities (USA) LLC
Wells Fargo Securities, LLC |
| Passive Lead Arrangers: |
J.P. Morgan Securities LLC |
| |
Mizuho Securities USA LLC |
| |
PNC Capital Markets LLC |
| |
RBC Capital Markets, LLC |
| |
U.S. Bancorp Investments, Inc. |
| Co-Manager: |
Samuel A. Ramirez & Company, Inc. |
* Pursuant to Rule 15c6-1 under the Securities Exchange Act
of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes in the secondary market prior to the
date that is two business days before the settlement date will be required, by virtue of the fact that the notes initially will
settle T+3 (on August 14, 2020) to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of notes who wish to trade notes prior to the date that is two business days before the settlement date should consult
their own advisors.
** Note: A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision or withdrawal at any time.
The
issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus (as supplemented) 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 Web site at www.sec.gov. Alternatively, the issuer, any underwriter
or any dealer participating in the offering will arrange to send you the prospectus (as supplemented) if you request it by contacting
BNY Mellon Capital Markets, LLC toll-free at (800) 269-6864;
BofA Securities, Inc. toll-free at (800) 294-1322 or by email at dg.prospectus_requests@bofa.com;
Goldman Sachs & Co. LLC toll-free at (866) 471-2526;
MUFG Securities Americas Inc. toll-free at (877) 649-6848;
TD Securities (USA) LLC toll-free at (855) 495-9846; or Wells Fargo Securities, LLC toll-free at (800) 645-3751.
Exhibit B to Schedule II
Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-231118-01
August 11, 2020
EVERSOURCE ENERGY
|
Pricing Term Sheet
|
| Issuer: |
Eversource Energy |
|
Security:
Principal Amount: |
$300,000,000 0.80% Senior Notes, Series Q, Due 2025 (the “Notes”)
$300,000,000 |
| Maturity Date: |
August 15, 2025 |
| Coupon: |
0.80% |
| Benchmark Treasury: |
0.25% due July 31, 2025 |
| Benchmark Treasury Price / Yield: |
99-26 / 0.288% |
| Spread to Benchmark Treasury: |
55 basis points |
| Yield to Maturity: |
0.838% |
| Price to Public: |
99.814% of the principal amount |
| Interest Payment Dates: |
Semi-annually on February 15 and August 15 of each year, commencing on February 15, 2021. |
|
Redemption Provisions:
|
Make-whole call at any time prior to July 15, 2025 (one month prior to the Maturity Date) at a discount rate of Treasury plus 10 basis points and on or after such date at par |
| Trade Date: |
August 11, 2025 |
| Settlement Date*: |
August 14, 2025 (T+3) |
| Concurrent Offerings: |
The Issuer is also offering $300,000,000 of its 3.45% Senior Notes, Series P, Due 2050 and $600,000,000 of its 1.65% Senior Notes, Series R, Due 2030. |
| CUSIP / ISIN: |
30040W AJ7 / US30040WAJ71 |
| Ratings**: |
[Ratings Omitted] |
|
Joint Book-Running Managers:
|
BNY Mellon Capital Markets, LLC
BofA Securities, Inc.
Goldman Sachs & Co. LLC
MUFG Securities Americas Inc.
TD Securities (USA) LLC
Wells Fargo Securities, LLC |
| Passive Lead Arrangers: |
J.P. Morgan Securities LLC |
| |
Mizuho Securities USA LLC |
| |
PNC Capital Markets LLC |
| |
RBC Capital Markets, LLC |
| |
U.S. Bancorp Investments, Inc. |
| Co-Manager: |
Samuel A. Ramirez & Company, Inc. |
* Pursuant to Rule 15c6-1 under the Securities Exchange Act
of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes in the secondary market prior to the
date that is two business days before the settlement date will be required, by virtue of the fact that the notes initially will
settle T+3 (on August 14, 2020) to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of notes who wish to trade notes prior to the date that is two business days before the settlement date should consult
their own advisors.
** Note: A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision or withdrawal at any time.
The
issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus (as supplemented) 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 Web site at www.sec.gov. Alternatively, the issuer, any underwriter
or any dealer participating in the offering will arrange to send you the prospectus (as supplemented) if you request it by contacting
BNY Mellon Capital Markets, LLC toll-free at (800) 269-6864;
BofA Securities, Inc. toll-free at (800) 294-1322 or by email at dg.prospectus_requests@bofa.com;
Goldman Sachs & Co. LLC toll-free at (866) 471-2526;
MUFG Securities Americas Inc. toll-free at (877) 649-6848;
TD Securities (USA) LLC toll-free at (855) 495-9846; or Wells Fargo Securities, LLC toll-free at (800) 645-3751.
Exhibit C to Schedule II
Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-231118-01
August 11, 2020
EVERSOURCE ENERGY
|
Pricing Term Sheet
|
Issuer: |
Eversource Energy |
|
Security:
Principal Amount: |
$600,000,000 1.65% Senior Notes, Series R, Due 2030 (the “Notes”)
$600,000,000 |
| Maturity Date: |
August 15, 2030 |
| Coupon: |
1.65% |
| Benchmark Treasury: |
0.625% due May 15, 2030 |
| Benchmark Treasury Price / Yield: |
99-23+ / 0.653% |
| Spread to Benchmark Treasury: |
100 basis points |
| Yield to Maturity: |
1.653% |
| Price to Public: |
99.972% of the principal amount |
| Interest Payment Dates: |
Semi-annually on February 15 and August 15 of each year, commencing on February 15, 2021. |
|
Redemption Provisions:
|
Make-whole call at any time prior to May 15, 2030 (three months prior to the Maturity Date) at a discount rate of Treasury plus 15 basis points and on or after such date at par |
| Trade Date: |
August 11, 2020 |
| Settlement Date*: |
August 14, 2020 (T+3) |
| Concurrent Offerings: |
The Issuer is also offering $300,000,000 of its 3.45% Senior Notes, Series P, Due 2050 and $300,000,000 of its 0.80% Senior Notes, Series Q, Due 2025. |
| CUSIP / ISIN: |
30040W AK4 / US30040WAK45 |
| Ratings**: |
[Ratings Omitted] |
|
Joint Book-Running Managers:
|
BNY Mellon Capital Markets, LLC
BofA Securities, Inc.
Goldman Sachs & Co. LLC
MUFG Securities Americas Inc.
TD Securities (USA) LLC
Wells Fargo Securities, LLC |
| Passive Lead Arrangers: |
J.P. Morgan Securities LLC |
| |
Mizuho Securities USA LLC |
| |
PNC Capital Markets LLC |
| |
RBC Capital Markets, LLC |
| |
U.S. Bancorp Investments, Inc. |
| Co-Manager: |
Samuel A. Ramirez & Company, Inc. |
* Pursuant to Rule 15c6-1 under the Securities Exchange Act
of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes in the secondary market prior to the
date that is two business days before the settlement date will be required, by virtue of the fact that the notes initially will
settle T+3 (on August 14, 2020) to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of notes who wish to trade notes prior to the date that is two business days before the settlement date should consult
their own advisors.
** Note: A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision or withdrawal at any time.
The
issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this
communication relates. Before you invest, you should read the prospectus (as supplemented) 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 Web site at www.sec.gov. Alternatively, the issuer, any underwriter
or any dealer participating in the offering will arrange to send you the prospectus (as supplemented) if you request it by contacting
BNY Mellon Capital Markets, LLC toll-free at (800) 269-6864;
BofA Securities, Inc. toll-free at (800) 294-1322 or by email at dg.prospectus_requests@bofa.com;
Goldman Sachs & Co. LLC toll-free at (866) 471-2526;
MUFG Securities Americas Inc. toll-free at (877) 649-6848;
TD Securities (USA) LLC toll-free at (855) 495-9846; or Wells Fargo Securities, LLC toll-free at (800) 645-3751.
SCHEDULE III
Closing Date and Location:
10:00 a.m., New York time
August 14, 2020
Choate, Hall & Stewart LLP
Two International Place
Boston, Massachusetts 02110
| Purchase Price for 2050 Notes: | |
116.665% of the principal amount thereof, plus accrued interest from July 15, 2020 |
| | |
|
| Purchase Price for 2025 Notes: | |
99.214% of the principal amount thereof |
| | |
|
| Purchase Price for 2030 Notes: | |
99.322% of the principal amount thereof |
