8-KThe WireRoutine
Company Update
Filed May 30, 2025 · 1y ago · Accession 0001104659-25-054900
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 30, 2025
EVERSOURCE ENERGY
(Exact name of registrant as specified
in its charter)
Massachusetts
001-05324
04-2147929
(State or other jurisdiction
of organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
300
Cadwell Drive
Springfield , Massachusetts
01104
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: ( 800 ) 286-5000
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 ( 17 CFR §240.12b-2).
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 8.01
Other Events
On May 30, 2025, Eversource
Energy entered into an Equity Distribution Agreement (the “Agreement”) with Barclays Capital Inc., BNY Mellon Capital Markets,
LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets
Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, and Wells Fargo
Securities, LLC (each a “Manager” and, collectively, the “Managers”). Under the terms of the Agreement, Eversource
Energy may issue and sell through or to the Managers, as sales agents and/or principals, Eversource Energy’s common shares, $5.00
par value, having an aggregate offering price of up to $1,200,000,000 (the “Shares”), from time to time during the term of
the Agreement.
The offering is being made
pursuant to Eversource Energy’s effective registration statement on Form S-3ASR (Registration No. 333-286362). Eversource Energy
filed a prospectus supplement in connection with this offer and sale of Shares on May 30, 2025. A legal opinion related to the Shares
to be to be issued pursuant to the Agreement in the offering is filed herewith as Exhibit 5.1.
The foregoing description
of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which
is filed as an exhibit hereto and is incorporated herein by reference.
This Current Report on Form
8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and there shall not be
any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. The sale of securities is being made only by means of a prospectus
and related prospectus supplement.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
1.1
Equity Distribution Agreement dated as of May 30, 2025
5.1
Opinion of Assistant General Counsel of Eversource Energy Service Company and Assistant Secretary of Eversource Energy
23.1
Consent of Assistant General Counsel of Eversource Energy Service Company and Assistant Secretary of Eversource Energy (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 30, 2025
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 30, 2025
- Report date
- May 30, 2025
- Document
- tm2516456d2_8k.htm
- Size
- 510 KB