Eversource Energy Enters Material Definitive Agreement

TL;DR

**Eversource Energy just signed a big deal, but the details are under wraps for now.**

AI Summary

EVERSOURCE ENERGY filed an 8-K on February 14, 2024, reporting an event that occurred on February 13, 2024. The filing indicates the company entered into a Material Definitive Agreement and included a Regulation FD Disclosure. Specific details of the agreement, including parties or financial terms, are not provided in the available filing metadata.

Why It Matters

A material definitive agreement can significantly impact Eversource Energy's future operations, financial performance, or strategic direction, potentially affecting its market position and investor outlook.

Risk Assessment

Risk Level: medium — The filing indicates a 'Material Definitive Agreement' without providing details, which introduces uncertainty regarding its potential positive or negative impact on the company.

Key Players & Entities

• EVERSOURCE ENERGY (company) — registrant
• Massachusetts (company) — state of incorporation
• Springfield (company) — business address city
• Berlin (company) — mail address city
• NORTHEAST UTILITIES (company) — former company name

FAQ

Key Financial Figures

• $5.00 — ge on which registered Common Shares, $5.00 par value per share ES New York Stock
• $1.1 b — to be paid at Closing of approximately $1.1 billion, subject to adjustment based on,

Filing Documents

• tm246024d1_8k.htm (8-K) — 39KB
• tm246024d1_ex2-1.htm (EX-2.1) — 747KB
• tm246024d1_ex99-1.htm (EX-99.1) — 24KB
• tm246024d1_ex99-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-022555.txt ( ) — 1148KB
• es-20240213.xsd (EX-101.SCH) — 3KB
• es-20240213_lab.xml (EX-101.LAB) — 33KB
• es-20240213_pre.xml (EX-101.PRE) — 22KB
• tm246024d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Membership Interest Purchase Agreement On February 13, 2024, Eversource Energy (the "Company") and Eversource Investment LLC, an indirect subsidiary of the Company ("Eversource Investment," and together with the Company, "Eversource"), entered into a membership interest purchase agreement (the "Purchase Agreement") with GIP IV Whale Fund Holdings, L.P., an entity managed by an affiliate of Global Infrastructure Management, LLC and its affiliates ("Buyer"). Pursuant to the Purchase Agreement, Buyer will acquire all of Eversource Investment's limited liability company interests (the "NEO Interests") in North East Offshore, LLC ("NEO") and all of Eversource Investment's limited liability company interests (the "Joint HoldCo Interests" and, together with the NEO Interests, the "Company Interests") in South Fork Class B Member, LLC ("Joint HoldCo"). As a result, and subject to the closing of the transaction, Eversource will have divested all of its interests in the South Fork Wind project and the Revolution Wind project, other than the Company's tax equity membership interest in South Fork Wind Holdings, LLC. Pursuant to the Purchase Agreement, and subject to the terms and conditions thereof, Buyer has agreed to acquire the Company Interests for aggregate consideration to be paid at Closing of approximately $1.1 billion, described in the Purchase Agreement. Eversource and Buyer have agreed to make certain post-closing purchase price adjustment payments if applicable, including: Eversource will share responsibility with Buyer for Buyer's 50% share of capital expenditure overruns during the construction phase for the Revolution Wind project, based on the actual construction and operating costs of the project as compared to those assumed in the agreed financial model, with Everso

01

Item 7.01 Regulation FD Disclosure. On February 13, 2024, the Company issued a news release announcing entry into the Purchase Agreement. The press release is attached as Exhibit 99.1 and incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission, nor incorporated by reference in any registration

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes statements concerning the Company's expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events and other statements that are not historical facts, including statements regarding the anticipated timing for the closing of the Transaction and the amount of expected proceeds and purchase price adjustments in connection therewith. These statements are "forward-looking statements" within the meaning of U.S. federal securities laws. Generally, readers can identify these forward-looking statements through the use of words or phrases such as "estimate," "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "would," "should," "could" and other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in the forward-looking statements. Forward-looking statements are based on the current expectations, estimates, assumptions or projections of management and are not guarantees of future performance. These expectations, estimates, assumptions or projections may vary materially from actual results. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, important factors that may cause our actual results or outcomes to differ materially from those contained in our forward-looking statements, including, but not limited to: our ability to complete the transactions contemplated by the Purchase Agreement on the timeline we expect; the risk that the conditions to closing the transaction may not be satisfied; the ability to qualify for investment tax credits in the amounts we expect; variability in the costs and projected returns of the offshore wind projects and the risk of deterioration of market conditions in the offshore wind industry; the risk that payments owed by Eversource to the Buyer under the Purchase Ag

Financial Statements and Exhibits

Financial Statements and Exhibits

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1* Membership Interest Purchase Agreement, dated as of February 13, 2024, by and between Eversource Energy, Eversource Investment LLC and GIP IV Whale Fund Holdings, L.P. 99.1 News Release announcing entry into the Purchase Agreement, dated February 13, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(b)(2) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized. EVERSOURCE ENERGY (Registrant) February 13, 2024 By: /s/ JAY S. BUTH Jay S. Buth Vice President, Controller and Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR