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Massachusetts
(State or Other Jurisdiction of
Incorporation or Organization) |
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4911
(Primary Standard Industrial
Classification Code Number) |
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04-2147929
(I.R.S. Employer
Identification Number) |
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Copies to:
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Marko S. Zatylny
Ropes & Gray LLP 800 Boylston Street Boston, Massachusetts 02199 (617) 951-7000 |
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Nancy A. D. Hancock
Pullman & Comley, LLC 850 Main Street P.O. Box 7006 Bridgeport, CT 06601-7006 (203) 330-2000 |
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| ☒ Large accelerated filer | | | ☐ Accelerated filer | |
| ☐ Non-accelerated filer | | | ☐ Smaller reporting company | |
| ☐ Emerging growth company | | | | |
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| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | |
| | |
Eversource Common
Shares |
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TWC
Common Stock |
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High
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Low
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High
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Low
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Calendar quarters: | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
First quarter
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| | | $ | 99.42 | | | | | $ | 60.69 | | | | | $ | 42.75 | | | | | $ | 37.00 | | |
Second quarter
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| | | $ | 93.50 | | | | | $ | 73.61 | | | | | $ | 38.00 | | | | | $ | 25.00 | | |
Third quarter
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| | | $ | 91.96 | | | | | $ | 77.00 | | | | | $ | 51.00 | | | | | $ | 36.10 | | |
Fourth quarter
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| | | $ | 96.66 | | | | | $ | 82.17 | | | | | $ | 46.50 | | | | | $ | 37.10 | | |
2021 | | | | | | | | | | | | | | | | | | | | | | | | | |
First quarter
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| | | $ | 92.21 | | | | | $ | 76.64 | | | | | $ | 46.50 | | | | | $ | 40.00 | | |
Second quarter
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| | | $ | 90.58 | | | | | $ | 78.74 | | | | | $ | 48.00 | | | | | $ | 40.00 | | |
Third quarter
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| | | $ | 92.62 | | | | | $ | 79.86 | | | | | $ | 50.00 | | | | | $ | 41.10 | | |
Fourth quarter
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| | | $ | 90.91 | | | | | $ | 81.95 | | | | | $ | 55.00 | | | | | $ | 44.02 | | |
2022 | | | | | | | | | | | | | | | | | | | | | | | | | |
First quarter
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| | | $ | 90.85 | | | | | $ | 79.01 | | | | | $ | 85.50 | | | | | $ | 45.00 | | |
April 1, 2022 through May 11, 2022
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| | | $ | 94.63 | | | | | $ | 85.29 | | | | | $ | 89.00 | | | | | $ | 85.50 | | |
| | |
Company Guideline Companies
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EV/
Customers |
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EV/
Revenue |
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EV/
EBITDA |
| |
Price/
Earnings |
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Price/
Book |
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Minimum
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| | | $ | 4,956 | | | | | | 4.05x | | | | | | 12.53x | | | | | | 23.27x | | | | | | 1.68x | | |
Median
|
| | | $ | 7,545 | | | | | | 6.26x | | | | | | 14.56x | | | | | | 26.70x | | | | | | 2.62x | | |
Maximum
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| | | $ | 9,318 | | | | | | 10.65x | | | | | | 18.94x | | | | | | 28.66x | | | | | | 3.24x | | |
| | |
Range of Implied
Equity Values Per Share |
| | | | |
Range of Implied
Equity Values Per Share |
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Low
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High
|
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Low
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High
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EV/ Customers
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| | | $ | 45.25 | | | | | $ | 96.36 | | | |
Price/ Earnings
|
| | | $ | 48.37 | | | | | $ | 59.59 | | |
EV/ Revenue
|
| | | $ | 23.91 | | | | | $ | 83.75 | | | |
Price/ Book
|
| | | $ | 46.14 | | | | | $ | 88.93 | | |
EV/ EBITDA
|
| | | $ | 34.50 | | | | | $ | 58.70 | | | | | | | | | | | | | | | | | |
| Dominion Energy, Inc. | | | Edison International | | | CenterPoint Energy, Inc. | |
|
American Electric Power Company, Inc.
|
| | FirstEnergy Corp. | | | Alliant Energy Corporation | |
| Sempra | | | DTE Energy Company | | | NiSource Inc. | |
| Xcel Energy Inc. | | | Ameren Corporation | | | Pinnacle West Capital Corporation | |
| Public Service Enterprise Group Incorporated | | | Entergy Corporation | | | WEC Energy Group, Inc. | |
| Consolidated Edison, Inc. | | | PPL Corporation | | | CMS Energy Corporation | |
| | |
Eversource Guideline Companies
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| | |
EV/
Revenue |
| |
EV/
EBITDA |
| |
Price/
Earnings |
| |
Price/
22 Earnings |
| |
Price/
Book |
| |||||||||||||||
1st Quartile
|
| | | | 4.27x | | | | | | 12.46x | | | | | | 22.33x | | | | | | 18.09x | | | | | | 1.93x | | |
Median
|
| | | | 4.71x | | | | | | 13.34x | | | | | | 23.64x | | | | | | 20.06x | | | | | | 2.32x | | |
3rd Quartile
|
| | | | 5.47x | | | | | | 14.40x | | | | | | 27.19x | | | | | | 21.90x | | | | | | 2.60x | | |
Acquirer Company
|
| |
Company Acquired
|
| |
Date
Announced |
| |
EV/
Revenue |
| |
EV/
EBITDA |
| |
Price/
Customers |
| |||
American Water | | | Lowell Water System | | |
12/28/2021
|
| | NA | | | NA | | | | $ | 6,125 | | |
Essential Utilities | | | Wastewater System of Beaver Falls | | |
10/21/2021
|
| | NA | | | NA | | | | $ | 5,428 | | |
Eversource Energy | | | New England Service Company, Inc. | | |
4/7/2021
|
| | 6.13x | | | 17.89x | | | | $ | 5,018 | | |
American Water | | | York City Sewer Authority | | |
1/20/2021
|
| | NA | | | NA | | | | $ | 5,222 | | |
Essential Utilities | | | East Whiteland Township | | |
1/13/2021
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| | NA | | | NA | | | | $ | 6,707 | | |
EPCOR USA | | | Johnson Utilities | | |
10/6/2020
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| | NA | | | NA | | | | $ | 1,580 | | |
Essential Utilities | | | Lower Makefield Township | | |
9/24/2020
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| | NA | | | NA | | | | $ | 4,753 | | |
Liberty Utilities | | | Bolivar Water and Sewer System | | |
8/13/2020
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| | NA | | | NA | | | | $ | 2,480 | | |
American Water | | | Valley Township | | |
12/18/2019
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| | 7.64x | | | 28.33x | | | | $ | 4,432 | | |
Essential Utilities | | | DELCORA | | |
9/26/2019
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| | 3.91x | | | 11.83x | | | | $ | 1,676 | | |
American Water | | | Steelton Borough Water Authority | | |
11/15/2018
|
| | NA | | | NA | | | | $ | 9,102 | | |
Essential Utilities | | | East Norriton Township Wastewater | | |
11/5/2018
|
| | 6.33x | | | 34.27x | | | | $ | 4,229 | | |
Essential Utilities | | |
Cheltenham Township Wastewater System
|
| |
7/2/2018
|
| | 5.41x | | | 11.15x | | | | $ | 4,786 | | |
American Water | | | Exeter Township Wastewater System | | |
4/26/2018
|
| | 12.41x | | | 20.60x | | | | $ | 10,686 | | |
Essential Utilities | | | Limerick Township Wastewater System | | |
11/28/2017
|
| | 17.00x | | | 30.20x | | | | $ | 13,866 | | |
Essential Utilities | | |
New Garden Township Wastewater System
|
| |
6/14/2017
|
| | 13.05x | | | 32.52x | | | | $ | 14,048 | | |
American Water | | | Fruitridge Vista | | |
4/17/2017
|
| | NA | | | NA | | | | $ | 4,323 | | |
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Guideline Transactions
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EV/
Revenue |
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EV/
EBITDA |
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Price/
Customers |
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1st Quartile
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| | | | 5.95x | | | | | | 16.38x | | | | | $ | 4,323 | | |
Median
|
| | | | 6.98x | | | | | | 24.46x | | | | | $ | 5,018 | | |
3rd Quartile
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| | | | 12.57x | | | | | | 30.78x | | | | | $ | 6,707 | | |
| | |
Range of Implied
Equity Values Per Share |
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Low
|
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High
|
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EV/ Customers
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| | | $ | 37.83 | | | | | $ | 65.77 | | |
EV/ Revenue
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| | | $ | 41.14 | | | | | $ | 101.16 | | |
EV/ EBITDA
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| | | $ | 49.03 | | | | | $ | 103.44 | | |
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Target Stock Premiums Paid (%)
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Acquirer Company
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Company Acquired
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Date
Announced |
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1-Day
Prior |
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1-Week
Prior |
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1-Month
Prior |
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J.P. Morgan Asset Management, Inc.
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| | South Jersey Industries, Inc. | | | | | 2/23/2022 | | | | | | 53.3 | | | | | | 51.6 | | | | | | 47.6 | | |
EQT Partners AB | | |
Solarpack Corporacion Tecnologica, S.A.
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| | | | 6/15/2021 | | | | | | 45.0 | | | | | | 49.0 | | | | | | 45.0 | | |
Eversource Energy | | | New England Service Company, Inc. | | | | | 4/7/2021 | | | | | | 95.0 | | | | | | 95.0 | | | | | | 95.0 | | |
I Squared Capital Advisors, LLC | | | Atlantic Power Corporation | | | | | 1/14/2021 | | | | | | 42.9 | | | | | | 41.4 | | | | | | 50.8 | | |
Argo Infrastructure Partners LP | | |
Corning Natural Gas Holding Corporation
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| | | | 1/12/2021 | | | | | | 50.5 | | | | | | 57.0 | | | | | | 63.7 | | |
Avangrid, Inc. | | | PNM Resources, Inc. | | | | | 10/20/2020 | | | | | | 10.0 | | | | | | 9.6 | | | | | | 26.0 | | |
J.P. Morgan Asset Management, Inc.
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| | El Paso Electric Company | | | | | 6/1/2019 | | | | | | 17.3 | | | | | | 15.1 | | | | | | 11.2 | | |
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Target Stock Premiums Paid (%)
|
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Acquirer Company
|
| |
Company Acquired
|
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Date
Announced |
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1-Day
Prior |
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1-Week
Prior |
| |
1-Month
Prior |
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Eversource Energy | | | New England Service Company, Inc. | | | | | 4/7/2021 | | | | | | 95.0 | | | | | | 95.0 | | | | | | 95.0 | | |
Essential Utilities | | |
Cheltenham Township Wastewater System
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| | | | 7/2/2018 | | | | | | 33.2 | | | | | | 39.4 | | | | | | 30.3 | | |
City of Nahua, NH | | | Pennichuck Corp. | | | | | 11/12/2010 | | | | | | 18.9 | | | | | | 20.5 | | | | | | 21.8 | | |
Water Asset Management | | | Southwest Water Company | | | | | 3/3/2010 | | | | | | 55.6 | | | | | | 61.8 | | | | | | 81.5 | | |
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Equity Value Per Share
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Company
Stock Price |
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Low
|
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High
|
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All Deals One Day Prior
|
| | | $ | 45.50 | | | | | $ | 54.72 | | | | | $ | 71.38 | | |
All Utilities One Day Prior
|
| | | $ | 45.50 | | | | | $ | 50.04 | | | | | $ | 88.74 | | |
Water Utilities One Day Prior
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| | | $ | 45.50 | | | | | $ | 60.59 | | | | | $ | 85.93 | | |
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Equity Value Per Share
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Company
Stock Price |
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Low
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High
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All Deals One Month Prior
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| | | $ | 45.50 | | | | | $ | 57.31 | | | | | $ | 69.80 | | |
All Utilities One Month Prior
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| | | $ | 45.50 | | | | | $ | 51.45 | | | | | $ | 90.22 | | |
Water Utilities One Month Prior
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| | | $ | 45.50 | | | | | $ | 60.29 | | | | | $ | 87.23 | | |
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Year Ended December 31,
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2022
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2023
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2024
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2025
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2026
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Earnings per share
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| | | $ | 2.14 | | | | | $ | 2.21 | | | | | $ | 2.27 | | | | | $ | 2.34 | | | | | $ | 2.41 | | |
Dividends per share
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| | | $ | 1.46 | | | | | $ | 1.54 | | | | | $ | 1.62 | | | | | $ | 1.70 | | | | | $ | 1.78 | | |
Name of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percentage
of Shares Outstanding |
| ||||||
James M. Lucas(2)
|
| | | | 58,020 | | | | | | 6.72% | | |
O&G Industries, Inc.
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| | | | 135,616 | | | | | | 15.70% | | |
Name of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percentage
of Shares Outstanding |
| ||||||
Edwin G. Booth, Jr.
|
| | | | 2,185 | | | | | | * | | |
Steven F. Cerruto(2)
|
| | | | 9,089 | | | | | | 1.05% | | |
Diane V. Libby
|
| | | | 1,070 | | | | | | * | | |
James M. Lucas(3)
|
| | | | 58,020 | | | | | | 6.72% | | |
Gregory S. Oneglia(4)
|
| | | | 31,529 | | | | | | 3.65% | | |
TJ Oneglia
|
| | | | 25 | | | | | | * | | |
Charles W. Roraback
|
| | | | 5,580 | | | | | | * | | |
Margaret P. Roraback
|
| | | | 21,502 | | | | | | 2.49% | | |
Susan M. Suhanovsky
|
| | | | 9,096 | | | | | | 1.05% | | |
All Directors, and Executive Officers as a group
|
| | | | 138,096 | | | | | | 15.98% | | |
| | | |
Rights of TWC Stockholders
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Rights of Eversource Shareholders
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Authorized Capital Stock; Authority to Issue Capital Stock
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| | The authorized capital stock of TWC consists of 1,000,000 shares of common stock, no par value per share. As of the record date, there were 864,000 shares of TWC common stock outstanding. | | |
The authorized capital stock of Eversource consists of 380,000,000 common shares, $5.00 par value. As of March 31, 2022, there were 344,850,272 Eversource common shares outstanding.
The trustees are authorized to issue common shares pursuant to an affirmative vote of at least a majority in interest of all shares previously issued and then outstanding of such class or classes that have general voting power. The trustees may issue preferred shares only when authorized by the affirmative vote of at least two-thirds shares having general voting power and also by such vote or consent of each class of preferred shares previously issued and then outstanding as may be required by the rights each of such class as determined by the issue of such shares.
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Voting Generally; Number of Trustees and Size of Board; Terms of Trustees
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Each share of TWC common stock is entitled to one vote in the election of directors and other matters. Stockholders are not entitled to cumulative voting rights.
The number of directors will not be less than three or more than nine, and directors are elected by a plurality of the votes cast at a meeting at which there is a
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Each common share is entitled to one vote in the election of trustees and other matters. Common shareholders are not entitled to cumulative voting rights.
The number of trustees for each ensuing year is determined by a vote of at least a majority of the number of shares outstanding that have voting powers. If no
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Rights of TWC Stockholders
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Rights of Eversource Shareholders
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quorum of not less than a majority of shares outstanding and entitled to vote. Directors are elected to serve for one year or until others shall be elected in their stead.
The TWC board of directors currently consists of nine directors.
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number of trustees is determined at any annual meeting, the number is the same as for the preceding year. Members of the board of trustees serve one-year terms and are elected annually.
The number of trustees is set at fourteen. Eversource’s board currently consists of twelve trustees.
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Vacancies
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| | The Bylaws and Charter provide that the Board of Directors shall have the power to fill any vacancy on the Board of Directors caused by the death, removal, or resignation of any of its members. | | | Under the Declaration of Trust, vacancies are filled by the affirmative vote of trustees present and voting at any meeting for which there is a quorum of a majority of the full board of trustees. | |
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Votes on Mergers, Consolidations, Sales or Leases of Trust and Corporation Assets and Certain Other Transactions
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| | Pursuant to Connecticut law, the merger must be approved by a majority vote of the board of directors and by the affirmative vote of holders of not less than two-thirds of all of the shares of company common stock outstanding and entitled to vote. | | |
The trust may be terminated at any time by the affirmative vote of at least two-thirds of the trustees and the approval by either the affirmative vote or consent in writing of holders of at least two-thirds of all shares previously issued and then outstanding of such class or classes as then have the general voting power.
No mortgage, pledge or charge of the whole or substantially whole trust estate will be created unless authorized by a vote of at least two-thirds of all the shares then outstanding of such class or classes as then have general voting power, provided, however, that no such authorization will be required to secure bonds or obligations issued to refund any secured bonds or obligations.
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Amendments to Certificate of Incorporation/Declaration of Trust
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| | The Charter of TWC may be amended by the affirmative vote of a majority of the board of directors and by the affirmative vote of a majority of all of the shares of TWC common stock outstanding and entitled to vote, unless a greater vote is prescribed by Connecticut Law for certain matters, such as increasing or reducing the authorized number | | | The Declaration of Trust may be altered, amended, added to or rescinded at any time by the affirmative vote of at least two-thirds of the members of the board of trustees and will become effective upon the approval of at least two-thirds affirmative vote of all shares issued and then outstanding and having general voting power. | |
| | | |
Rights of TWC Stockholders
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Rights of Eversource Shareholders
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|
| | | | of shares of capital stock. | | | No alteration, amendment, addition or rescission adversely affecting the preferences or priorities of any preferred shares will be effective without the affirmative vote or written consent of the holders of at least two-thirds of the affected preferred shares. | |
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Indemnification of Directors, Trustees and Officers
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| | The Bylaws and Charter of TWC do not provide for indemnification of Officers or Directors. | | |
The Declaration of Trust provides that Eversource will indemnify each of its present and former trustees and officers against any loss, liability or expense incurred in proceedings in which such person may be involved by reason of being or having been a trustee or officer, except with respect to any matter as to which such person will have been finally adjudicated in such proceeding not to have acted in good faith in the reasonable belief that such person’s action was in Eversource’s best interests.
If any such proceeding is disposed of by a compromise payment by any such trustee or officer, no indemnification payment will be provided unless a determination is made that such trustee or officer acted in good faith in the reasonable belief that such person’s action was in Eversource’s best interests. Such determination must be made by either the board of trustees by majority vote of the quorum consisting of trustees who were not parties to such proceeding, by Eversource’s independent legal counsel in a written opinion, or by the shareholders.
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Limitation on Personal Liability of Trustees and Corporation
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| | The Bylaws and Charter of TWC do not provide for limitations on personal liability of Officers or Directors. | | | The Declaration of Trust provides that no member of the board of trustees will be liable to Eversource or Eversource shareholders for monetary damages due to any breach of fiduciary duty, except for: (i) breaches of such person’s duty of loyalty to Eversource or | |
| | | |
Rights of TWC Stockholders
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Rights of Eversource Shareholders
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| | | | | | | Eversource shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) any transaction from which such person derived an improper personal benefit. | |
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Preemptive Rights
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| | TWC stockholders do not have preemptive rights. Accordingly, no stockholder will be entitled as a matter of right to subscribe for, purchase or receive any shares of stock of TWC or any obligation convertible into or warrant or other instrument entitling the holder to purchase any stock of TWC which TWC may issue or sell. | | |
Upon the offering or sale by the trustees for cash of any common shares or convertible securities each holder of common shares has the right to purchase such shares or convertible securities in proportion to the number of common shares held by him or her, within the time and on the terms fixed by the trustees. Such preemptive rights do not apply with respect to:
(i) the issue of common shares, or the grant of rights or options on such shares, to trustees, directors, officers, or employees of Eversource or its subsidiaries, if such issue or grant is approved by the holders of common shares at a meeting duly held for the purpose or is authorized by and consistent with a plan approved by shareholders;
(ii) common shares and convertible securities issued in satisfaction of their preemptive rights and not for purchase;
(iii) common shares and convertible securities issued pursuant to a plan adjusting any rights to fractional shares or fractional interests in order to prevent the issue of such fractional shares or fractional interests in such shares;
(iv) common shares and convertible securities issued in connection with a merger or consolidation, or pursuant to an order of a court of competent jurisdiction, unless such order otherwise provides;
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Rights of TWC Stockholders
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Rights of Eversource Shareholders
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(v) common shares and convertible securities issued in a public offering or to or through underwriters who will have agreed to make a public offering of such common shares or convertible securities;
(vi) common shares and convertible securities released from such preemptive rights by the affirmative vote of at least two-thirds of the common shares then outstanding; or
(vii) common shares or convertible securities held in Eversource’s treasury.
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Calling Special Meetings of Shareholders
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| | Special meetings of stockholders may be called by the president or directors when they deem necessary, or upon the written request of the holders of at least 10% of the stock entitled to vote (or 35% of the stock entitled to vote, if the corporation has a class of securities registered pursuant to the Exchange Act and no person held 10% or more of such votes on February 1, 1988). TWC does not have a class of securities registered pursuant to the Exchange Act. | | | Eversource’s Declaration of Trust provides that special meetings of Eversource’s shareholders may be ordered by the chairman of the board, the president, or a majority of the board of trustees, or may requested by the holders of one-tenth interest of all the shares outstanding of any class or classes having the right to vote. | |
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Notice of Shareholder Meetings
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| | A notice of any stockholder's meeting shall state the purpose for which the meeting is called and will be served by mail or other method of delivery no fewer than 10 nor more than 60 days before the meeting date. | | |
Notice of each meeting, whether annual or special, specifying the time, place and purposes of the meeting, will be given to all shareholders entitled to vote at least seven days in advance of the meeting.
Notice may be delivered by mail, fax, e-mail, post on a message board accompanied by an email notice of the posting or by any other form of electronic transmission directed to the shareholder in a manner specified by the shareholder.
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Business Combinations with Interested Parties
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| | A Connecticut corporation, such as TWC, that does not have a class of securities registered pursuant to the Exchange Act, is exempt from the provision of the | | | Chapter 110F of the Massachusetts General Laws prohibits any business combination with an interested shareholder, generally a person | |
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Rights of TWC Stockholders
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Rights of Eversource Shareholders
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| | | | Connecticut General Statutes Section 33-844 that would otherwise preclude business combinations between an interested stockholder and the corporation for five years following the date such stockholder became a 10% stockholder of the corporation absent approval by a majority of both the whole board and a majority of non-employee directors and uninterested stockholders. | | |
who owns or has recently owned at least 5% of the company’s outstanding voting shares, for three years after the person becomes an interested shareholder unless (i) prior to the 5% purchase, the board of trustees approves either the 5% purchase or the proposed business combination; (ii) the interested shareholder owned approximately 90% of the company’s voting shares (excluding shares held by certain affiliates of the company) after making the 5% purchase which rendered him or her an interested shareholder; or (iii) the board of trustees and holders of two-thirds of the non-interested shares approve the business combination after the acquiror has become an interested shareholder.
The Eversource Declaration of Trust does not address anti-takeover regulations or protections.
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Control Share Acquisitions
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| | A Connecticut corporation, such as TWC, that does not have a class of securities registered pursuant to the Exchange Act, is exempt from the provision of the Connecticut General Statutes Section 33-844 that would otherwise preclude business combinations between an interested stockholder and the corporation for five years following the date such stockholder became a 10% stockholder of the corporation absent approval by a majority of both the whole board and a majority of non-employee directors and uninterested stockholders. | | |
Chapter 110D of the Massachusetts General Laws regulates the acquisition of control shares. A control share acquisition occurs when an individual aggregates a number of shares which, when added to shares already owned, would allow the acquiring person to vote at least 20% of the company’s shares. Under Chapter 110D, shares acquired in this type of a transaction would have no voting rights unless a majority of non-interested shareholders specifically voted to grant the acquiring person voting rights for these shares. In general, the acquiring person as well as Eversource’s officers and employee-trustees are not permitted to vote on whether these voting rights should be granted.
The Eversource Declaration of
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Rights of TWC Stockholders
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Rights of Eversource Shareholders
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| | | | | | | Trust does not address anti-takeover regulations or protections. | |
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Stockholder Proposals and Nominations of Candidates for Election to the Board of Directors and Trustees
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| | Stockholders of TWC may submit proposals and nominate candidates for election to the board of directors so long as stockholders follow advance notice procedures described in the proxy statement related to that particular meeting. | | |
Eversource shareholders may submit shareholder proposals and nominate candidates for the board of trustees if the shareholders follow advance notice procedures described in the Eversource annual proxy statement.
Eversource’s Declaration of Trust also provides for proxy access.
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Stockholder Action by Written Consent
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| | Connecticut General Statutes Section 33-698 provides that action to be taken at a stockholders’ meeting may be taken without a meeting if the action is taken by all stockholders entitle to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the stockholders entitled to vote on the action and delivered to the corporation for inclusion in the minutes or filing with the corporate records. | | | The Eversource Declaration of Trust does not provide for shareholder action by unanimous written consent. | |
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Dividend Policy
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| | Subject to the provisions of law and the certificate of incorporation, the board of directors have full power to determine whether any, and, if so, what part, of the funds legally available for the payment of dividends will be declared in dividends and paid to the stockholders of TWC. The board of directors may fix a sum which may be set aside or reserved over and above the paid-in capital of TWC for working capital or as a reserve for any proper purpose, and from time to time may increase, diminish, and vary such fund in the Board’s absolute judgment and discretion. In no case will the dividends paid exceed the net income earned of the same fiscal year. | | | Common shareholders may receive dividends if and when declared by the board of trustees. No shareholders of any class are entitled to receive or be paid any dividends from the trust except as determined by the trustees. Dividends may be paid in cash, shares or other form. | |
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Rights of TWC Stockholders
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Rights of Eversource Shareholders
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Forum Selection
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| | TWC’s certificate of incorporation does not contain a forum selection provision. | | | Eversource’s Declaration of Trust does not contain a forum selection provision. | |
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| EXHIBITS | |
| Exhibit A — Form of Certificate of Incorporation of the Surviving Corporation | |
| Exhibit B — Form of Bylaws of the Surviving Corporation | |
| Exhibit C — Form of Voting Agreement | |
| SCHEDULES | |
| Schedule A — Shareholders Delivering a Voting Agreement | |
| Company Disclosure Schedules | |
| Parent Disclosure Schedules | |
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By:
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Title:
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By:
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By: |
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Exhibit
Number |
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Description
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2.1*
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| | Agreement and Plan of Merger, dated March 7, 2022, by and among Aquarion Merger Sub, The Torrington Water Company, and Aquarion Company (included as Annex A of this proxy statement/prospectus). | |
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5.1*
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8.1*
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8.2*
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23.1
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24.1
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99.1*
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99.2
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107*
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| | | | EVERSOURCE ENERGY | | |||
| | | | By: | | | /s/ John M. Moreira | |
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Name:
John M. Moreira
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Title:
Executive Vice President, Chief Financial Officer and Treasurer
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Signature
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Title
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Date
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/s/ Jay S. Buth
Jay S. Buth
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| | Vice President, Controller and Chief Accounting Officer | | | May 12, 2022 | |
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/s/ John M. Moreira
John M. Moreira
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| | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | | | May 12, 2022 | |
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*
Joseph R. Nolan, Jr.
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| | President and Chief Executive Officer and a Trustee (Principal Executive Officer) | | | May 12, 2022 | |
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*
James J. Judge
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| | Executive Chairman of the Board and Trustee | | | May 12, 2022 | |
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*
Cotton M. Cleveland
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| | Trustee | | | May 12, 2022 | |
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*
James S. DiStasio
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| | Trustee | | | May 12, 2022 | |
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*
Francis A. Doyle
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| | Trustee | | | May 12, 2022 | |
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*
Linda Dorcena Forry
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| | Trustee | | | May 12, 2022 | |
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*
Gregory M. Jones
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| | Trustee | | | May 12, 2022 | |
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*
John Y. Kim
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| | Trustee | | | May 12, 2022 | |
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*
Kenneth R. Leibler
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| | Trustee | | | May 12, 2022 | |
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Signature
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Title
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Date
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*
David H. Long
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| | Trustee | | | May 12, 2022 | |
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*
William C. Van Faasen
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| | Trustee | | | May 12, 2022 | |
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*
Frederica M. Williams
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| | Trustee | | | May 12, 2022 | |
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*By:
/s/ Jay S. Buth
Jay S. Buth
As Attorney-in-fact |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-4/A of our reports dated February 16, 2022 relating to the financial statements of Eversource Energy and the effectiveness of Eversource Energy’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Eversource Energy for the year ended December 31, 2021. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Hartford, CT
May 12, 2022
Exhibit 99.2
PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. PROXY The Torrington Water Company PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 16, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED The undersigned hereby constitutes and appoints [NAME(S)] and each of them, as proxies with full power of substitution, to represent and vote all of the shares of Common Stock of The Torrington Water Company (“TWC”) that the undersigned is entitled to vote at the Special Meeting of the Stockholders of TWC in such manner as they, or any of them, may determine on any matters that may properly come before the Special Meeting or any adjournments thereof and to vote on the matters set forth on the reverse side as directed by the undersigned. The Special Meeting of the Stockholders will be held at TWC’s office located at 277 Norfolk Road, Torrington, CT 06790 on June 16, 2022, 9:00 A.M. Eastern Daylight Time (the “Special Meeting”). THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” PROPOSALS 1 AND 2. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS THEREOF. (Continued and to be marked, dated and signed on other side) Important Notice Regarding the Availability of Proxy Materials for the Special Meeting The Proxy Materials are available at: [www.viewproxy.com/TORW/2022] |
DO NOT PRINT IN THIS AREA (Stockholder Name & Address Data) PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2 Proposal 1 – To adopt the agreement and plan of merger (the “Merger Agreement”) by and among TWC, Aquarion Merger Company II, LLC and Aquarion Company and approve the merger contemplated thereby (the “TWC Merger Agreement Proposal”); and FOR ☐ AGAINST ☐ ABSTAIN ☐ CONTROL NUMBER Proposal 2 – To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the TWC Merger Agreement Proposal. FOR ☐ AGAINST ☐ ABSTAIN ☐ To transact other business as may properly come before the meeting or any adjournment or postponement thereof. WILL ATTEND THE MEETING ☐ Date Signature Signature Note: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title. As a Stockholder of TWC you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Daylight Time, on June 15, 2022. CONTROL NUMBER PROXY VOTING INSTRUCTIONS Please have your 11 digit control number ready when voting by Internet or Telephone INTERNET TELEPHONE MAIL Vote Your Proxy on the Internet: Go to www.FCRvote.com/TORW Vote Your Proxy by Phone: Call 1-866-402-3905 Vote Your Proxy by Mail: Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. Mark, sign, and date your proxy card, then detach it, and return it in the postage paid envelope provided. Please mark your votes like this ☒ |
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