EVERSOURCE ENERGY (NYSE:ES) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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EVERSOURCE ENERGY (NYSE:ES) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03.

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

On October 5, 2017, Eversource Energy issued an additional $450,000,000 aggregate principal amount of its Senior Notes, Series K, Due 2022 (the “2022 Notes”) and $450,000,000 aggregate principal amount of its Senior Notes, Series L, Due 2024 (the “2024 Notes”).

Eversource Energy issued an additional $450,000,000 aggregate principal amount of its 2022 Notes to an Underwriting Agreement, dated October 2, 2017, among Eversource Energy and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc., as representatives of the several underwriters named therein. The additional 2022 Notes are part of the same series of debt securities issued by Eversource Energy on March 10, 2017. Following the closing of this offering, the aggregate principal amount of 2022 Notes outstanding totaled $750,000,000. Interest on the 2022 Notes is payable semi-annually on March 15 and September 15 of each year, beginning March15, 2018 for the additional 2022 Notes, at the rate of 2.75% per year. The 2022 Notes will mature on March 15, 2022.

Eversource Energy also issued $450,000,000 aggregate principal amount of its 2024 Notes to a separate Underwriting Agreement, dated October2, 2017, among Eversource Energy and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc., as representatives of the several underwriters named therein. Interest on the 2024 Notes is payable semi-annually on April 1 and October 1 of each year, beginning April 1, 2018, at the rate of 2.90% per year. The 2024 Notes will mature on October 1, 2024.

The additional 2022 Notes and the 2024 Notes are Eversource Energy’s unsecured obligations and were issued under the Ninth Supplemental Indenture, dated as of October 1, 2017, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A. (the “Ninth 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. A copy of the Ninth Supplemental Indenture is filed herewith as Exhibit 4.1. The terms of the 2022 Notes, and the form thereof, were set forth in the Eighth Supplemental Indenture, dated as of March1, 2017, which was filed as Exhibit 4.1 to Eversource Energy’s Current Report on Form 8-K filed on March 16, 2017. The terms of the 2024 Notes, and the form thereof, were set forth in the Ninth Supplemental Indenture.

Section 9

Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.

Description

1.1

Underwriting Agreement, dated October 2, 2017, among Eversource Energy and the Underwriters named therein for the purchase of the additional 2022 Notes.

1.2

Underwriting Agreement, dated October 2, 2017, among Eversource Energy and the Underwriters named therein for the purchase of the 2024 Notes

4.1

Ninth Supplemental Indenture establishing the terms of the 2024 Notes, dated October 1, 2017, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee

4.2

Form of 2024 Notes (included as Exhibit A to the Ninth Supplemental Indenture filed herewith as Exhibit 4.1)

4.3

Eighth Supplemental Indenture establishing the terms of the 2022 Notes, dated March 1, 2017, 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 16, 2017, File No. 001-05324

4.4

Form of 2022 Notes (included as Exhibit A to the Eighth Supplemental Indenture filed herewith as Exhibit 4.3)

Legal opinion of Richard J. Morrison, Esq. relating to the validity of the additional 2022 Notes and the 2024 Notes (includes consent)

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EVERSOURCE ENERGY Exhibit
EX-1 2 eversourceenergy5yrunderwrit.htm UNDERWRITING AGREEMENT – 5 YEAR Converted by EDGARwiz EXHIBIT 1.1 EVERSOURCE ENERGY SENIOR NOTES UNDERWRITING AGREEMENT October 2,…
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About EVERSOURCE ENERGY (NYSE:ES)

Eversource Energy, formerly Northeast Utilities, is a utility holding company engaged in the energy delivery business. The Company operates through three segments: electric distribution, electric transmission and natural gas distribution. The Company’s electric distribution segment consists of the distribution businesses, which are engaged in the distribution of electricity to retail customers in Connecticut, eastern Massachusetts, New Hampshire and western Massachusetts, and the regulated electric generation businesses. Its electric transmission segment owns and maintains transmission facilities that are part of an interstate power transmission grid over which electricity is transmitted throughout New England. Its natural gas distribution segment distributes natural gas to approximately 286,000 customers in over 50 communities in central and eastern Massachusetts covering approximately 1,070 square miles.

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