8-KThe WireStrategic
New Debt / Obligation
Filed Mar 6, 2023 · 3y ago · Accession 0001104659-23-028995
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): March 6, 2023
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 March 6, 2023, Eversource Energy issued $750,000,000
aggregate principal amount of its 5.45% Senior Notes, Series Z, Due 2028 (the “Notes”), pursuant to an Underwriting Agreement,
dated March 1, 2023, among Eversource Energy and BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan
Stanley & Co. LLC, U.S. Bancorp Investments, Inc. 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 Eighteenth Supplemental Indenture, dated March 1, 2023, between Eversource Energy and The Bank of
New York Mellon Trust Company, N.A. (the “Eighteenth 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 March 1 and September 1 of each year, beginning on September 1, 2023 and ending on the maturity date of the Notes.
The foregoing summaries of the Underwriting Agreement,
the Indenture and the Eighteenth Supplemental Indenture do not purport to be complete and are qualified in their entirety by references
to such documents. The Underwriting Agreement and the Eighteenth 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 March 1, 2023, among Eversource Energy and the Underwriters named therein.
4.1
Eighteenth Supplemental Indenture, dated as of March 1, 2023, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.2
Form of the Notes (included as Exhibit A to the Eighteenth 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)
March 6, 2023
By:
/s/ Emilie G. O’Neil
Emilie G. O’Neil
Assistant Treasurer
Filing details
- Company
- EVERSOURCE ENERGY
- Ticker
- ES
- CIK
- 72741
- Form type
- 8-K
- Filing date
- Mar 6, 2023
- Report date
- Mar 6, 2023
- Document
- tm238564d1_8k.htm
- Size
- 585 KB