8-KThe WireStrategic
New Debt / Obligation
Filed May 11, 2023 · 3y ago · Accession 0001104659-23-059108
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):
May 11, 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 May 11, 2023, Eversource Energy
issued an additional $550,000,000 aggregate principal amount of its 5.45% Senior Notes, Series Z, Due 2028 (the “2028 Notes”),
pursuant to an Underwriting Agreement, dated May 8, 2023, among Eversource Energy and Barclays Capital Inc., Citigroup Global Markets
Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and TD
Securities (USA) LLC, as representatives of the underwriters named therein (the “Series Z Underwriting Agreement”).
On May 11, 2023, Eversource Energy issued $450,000,000 aggregate principal amount of its 4.75% Senior Notes, Series AA, Due
2026 (the “2026 Notes”), pursuant to an Underwriting Agreement, dated May 8, 2023, among Eversource Energy and Barclays
Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BNY Mellon Capital Markets, LLC, KeyBanc Capital Markets
Inc., PNC Capital Markets LLC and U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein (the “Series AA
Underwriting Agreement”). On May 11, 2023, Eversource Energy issued $800,000,000 aggregate principal amount of its 5.125%
Senior Notes, Series BB, Due 2033 (the “2033 Notes” and, together with the 2028 Notes and the 2026 Notes, the “Notes”),
pursuant to an Underwriting Agreement, dated May 8, 2023, among Eversource Energy and Barclays Capital Inc., Citigroup Global Markets
Inc., Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells
Fargo Securities, LLC, as representatives of the underwriters named therein (the “Series BB Underwriting Agreement”).
The Notes are Eversource Energy’s unsecured
obligations and were issued under the Nineteenth Supplemental Indenture, dated May 1, 2023, between Eversource Energy and The Bank
of New York Mellon Trust Company, N.A. (the “Nineteenth 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”).
The additional 2028 Notes are part of the same
series of debt securities issued by Eversource Energy on March 6, 2023. Following the closing of this offering, the aggregate principal
amount of 2028 Notes outstanding totaled $1,300,000,000. The terms of the Series Z Notes, and the form thereof, were set forth in
the Eighteenth Supplemental Indenture, dated as of March 1, 2023 between Eversource Energy and The Bank of New York Mellon Trust
Company, N.A. (the “Eighteenth Supplemental Indenture”). Interest on the 2028 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 2028 Notes.
Interest on the 2026 Notes and the 2033 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning
on November 15, 2023 and ending on the applicable maturity date.
The foregoing summaries of the Series Z Underwriting
Agreement, the Series AA Underwriting Agreement, the Series BB Underwriting Agreement, the Indenture, the Eighteenth Supplemental
Indenture and the Nineteenth Supplemental Indenture do not purport to be complete and are qualified in their entirety by references to
such documents. The Series Z Underwriting Agreement, the Series AA Underwriting Agreement, the Series BB Underwriting Agreement,
the Eighteenth Supplemental Indenture and the Nineteenth Supplemental Indenture are filed hereto as Exhibits 1.1, 1.2, 1.3, 4.1 and 4.3,
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
Series Z Underwriting Agreement, dated May 8, 2023, among Eversource Energy and the Underwriters named therein.
1.2
Series AA Underwriting Agreement, dated May 8, 2023, among Eversource Energy and the Underwriters named therein.
1.3
Series BB Underwriting Agreement, dated May 8, 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, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Eversource Energy with the Commission on March 6, 2023, File No. 001-05324.
4.2
Form of the 2028 Notes (included as Exhibit A to the Eighteenth Supplemental Indenture filed herewith as Exhibit 4.1).
4.3
Nineteenth Supplemental Indenture, dated as of May 1, 2023, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.4
Form of the 2026 Notes (included as Exhibit A to the Nineteenth Supplemental Indenture filed herewith as Exhibit 4.3).
4.5
Form of the 2033 Notes (included as Exhibit B to the Nineteenth Supplemental Indenture filed herewith as Exhibit 4.3).
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)
May 11, 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
- May 11, 2023
- Report date
- May 11, 2023
- Document
- tm2314646d7_8k.htm
- Size
- 765 KB