UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On May 11, 2022, Eversource Energy entered into an Equity Distribution Agreement (the “Agreement”) with Goldman Sachs & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (each a “Manager” and, collectively, the “Managers”). Under the terms of the Agreement, Eversource Energy may issue and sell through or to the Managers, as sales agents and/or principals, Eversource Energy’s common shares, $5.00 par value, having an aggregate offering price of up to $1,200,000,000 (the “Shares”), from time to time during the term of the Agreement.
The offering is being made pursuant to Eversource Energy’s effective registration statement on Form S-3ASR (Registration No. 333- 264278). Eversource Energy filed a prospectus supplement in connection with this offer and sale of Shares on May 11, 2022. A legal opinion related to the Shares to be to be issued pursuant to the Agreement in the offering is filed herewith as Exhibit 5.1.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as an exhibit hereto and is incorporated herein by reference.
On May 11, 2022, Eversource Energy issued a press release announcing the commencement of the offering. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and there shall not be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of securities is being made only by means of a prospectus and related prospectus supplement.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Equity Distribution Agreement dated as of May 11, 2022 | |
| 5.1 | Opinion of Assistant General Counsel of Eversource Energy Service Company and Assistant Secretary of Eversource Energy | |
| 23.1 | Consent of Assistant General Counsel of Eversource Energy Service Company and Assistant Secretary of Eversource Energy (included in Exhibit 5.1) | |
| 99.1 | Launch Press Release of Eversource Energy dated May 11, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVERSOURCE ENERGY | ||
| (Registrant) | ||
| May 11, 2022 | By: | /s/ Emilie G. O’Neil |
| Emilie G. O’Neil | ||
| Assistant Treasurer | ||