Eversource Energy : Financial Obligation - Form 8-K

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): June 27, 2022

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, including zip code)

[phone]

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 June 27, 2022, Eversource Energy issued (i) $900,000,000 aggregate principal amount of its 4.20% Senior Notes, Series X, Due 2024 (the "2024 Notes") and (ii) $600,000,000 aggregate principal amount of its 4.60% Senior Notes, Series Y, Due 2027 (the "2027 Notes" and together with the 2024 Notes, the "Notes"), pursuant to an Underwriting Agreement, dated June 22, 2022, among Eversource Energy and Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., 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 Seventeenth Supplemental Indenture, dated June 1, 2022, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A. (the "Seventeenth 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 2024 Notes is payable semi-annually in arrears on June 27 and December 27 of each year, beginning on December 27, 2022 and ending on the maturity date of the 2024 Notes. Interest on the 2027 Notes is payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2023 and ending on the maturity date of the 2027 Notes.

The foregoing summaries of the Underwriting Agreement, the Indenture and the Seventeenth Supplemental Indenture do not purport to be complete and are qualified in their entirety by references to such documents. The Underwriting Agreement and the Seventeenth 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 June 22, 2022, among Eversource Energy and the Underwriters named therein.
	4.1	Seventeenth Supplemental Indenture, dated as of June 1, 2022, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee.
	4.2	Form of the 2024 Notes (included as Exhibit A to the Seventeenth Supplemental Indenture filed herewith as Exhibit 4.1).
	4.3	Form of the 2027 Notes (included as Exhibit B to the Seventeenth 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)
June 27, 2022	By:	/s/ Emilie G. O'Neil
		Emilie G. O'Neil
		Assistant Treasurer