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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Eversource Energy 8-K:2,9 4/18/24 13:654K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 31K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 196K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 179K 4: EX-5.1 Opinion of Counsel re: Legality HTML 11K 8: R1 Cover HTML 46K 10: XML IDEA XML File -- Filing Summary XML 12K 13: XML XBRL Instance -- tm2412048d1_8k_htm XML 16K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 6: EX-101.LAB XBRL Labels -- es-20240418_lab XML 97K 7: EX-101.PRE XBRL Presentations -- es-20240418_pre XML 64K 5: EX-101.SCH XBRL Schema -- es-20240418 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001104659-24-048834-xbrl Zip 91K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i April 18, 2024
(Exact name of registrant as specified in its charter)
| i Massachusetts | i 001-05324 | i 04-2147929 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i 300 Cadwell Drive, | |
| i Springfield, i Massachusetts | i 01104 |
| (Address of principal executive offices) | (Zip Code) |
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):
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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 |
| i Common Shares, $5.00 par value per share | i ES | i 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).
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 April 18, 2024, Eversource Energy issued (i) $700,000,000 aggregate principal amount of its 5.85% Senior Notes, Series FF, Due 2031 (the “2031 Notes”) and (ii) $700,000,000 aggregate principal amount of its 5.95% Senior Notes, Series GG, Due 2034 (the “2034 Notes” and together with the 2031 Notes, the “Notes”), pursuant to an Underwriting Agreement, dated April 15, 2024, among Eversource Energy and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein (the “Underwriting Agreement”).
The Notes are Eversource Energy’s unsecured obligations and were issued under the Twenty-Second Supplemental Indenture, dated April 1, 2024, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A. (the “Twenty-Second 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 2031 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2024 and ending on the maturity date of the 2031 Notes. Interest on the 2034 Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2024 and ending on the maturity date of the 2034 Notes.
The foregoing summaries of the Underwriting Agreement, the Indenture and the Twenty-Second 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-Second 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. |
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) | ||
| April 18, 2024 | By: | /s/ Emilie G. O’Neil |
| Emilie G. O’Neil | ||
| Assistant Treasurer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 10/15/24 | ||||
| 7/15/24 | ||||
| Filed on / For Period end: | 4/18/24 | |||
| 4/15/24 | 424B3, FWP | |||
| 4/1/24 | S-3ASR | |||
| 4/16/02 | 35-CERT/A | |||
| 4/1/02 | ||||
| List all Filings | ||||