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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 19, 2024

 

 

EVERSOURCE ENERGY

(Exact name of registrant as specified in its charter)

 

Massachusetts   001-05324   04-2147929
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

300 Cadwell Drive,  
Springfield, Massachusetts 01104
(Address of principal executive offices) (Zip Code)

 

(800) 286-5000

Registrant’s telephone number, including area code 

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, $5.00 par value per share ES New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On January 19, 2024, Eversource Energy issued (i) $350,000,000 aggregate principal amount of its 5.00% Senior Notes, Series DD, Due 2027 (the “2027 Notes”) and (ii) $650,000,000 aggregate principal amount of its 5.50% Senior Notes, Series EE, Due 2034 (the “2034 Notes” and together with the 2027 Notes, the “Notes”), pursuant to an Underwriting Agreement, dated January 16, 2024, among Eversource Energy and BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriting Agreement”).

 

The Notes are Eversource Energy’s unsecured obligations and were issued under the Twenty-First Supplemental Indenture, dated January 1, 2024, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A. (the “Twenty-First Supplemental Indenture”), supplementing the Indenture between Eversource Energy and The Bank of New York Mellon Trust Company, N.A. (as successor trustee), dated as of April 1, 2002 (the “Indenture”).

 

Interest on the Notes is payable semi-annually in arrears on January 1 and July 1 of each year, beginning on July 1, 2024 and ending on the applicable maturity date of the Notes.

 

The foregoing summaries of the Underwriting Agreement, the Indenture and the Twenty-First Supplemental Indenture do not purport to be complete and are qualified in their entirety by references to such documents. The Underwriting Agreement and the Twenty-First Supplemental Indenture are filed hereto as Exhibits 1.1 and 4.1, respectively. The Indenture is filed as Exhibit A-3 to Eversource Energy’s 35-CERT, filed April 16, 2002 (File No. 070-09535).

 

A copy of the opinion of Ropes & Gray LLP relating to the validity of the Notes is filed as Exhibit 5.1 hereto.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit 
Number
  Description
1.1   Underwriting Agreement, dated January 16, 2024, among Eversource Energy and the Underwriters named therein.
4.1   Twenty-First Supplemental Indenture, dated as of January 1, 2024, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.2   Form of the 2027 Notes (included as Exhibit A to the Twenty-First Supplemental Indenture filed herewith as Exhibit 4.1).
4.3   Form of the 2034 Notes (included as Exhibit B to the Twenty-First Supplemental Indenture filed herewith as Exhibit 4.1).
5.1   Legal opinion of Ropes & Gray LLP relating to the validity of the Notes.
23.1   Consent of Ropes & Gray LLP (included in Exhibit 5.1).
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)
     
January 19, 2024 By:    /s/ Emilie G. O’Neil
    Emilie G. O’Neil
    Assistant Treasurer