Eversource Energy Sells Gas Pipeline Unit to Enbridge for $1.05B

TL;DR

ES selling gas pipeline biz to Enbridge for $1.05B, focusing on clean energy.

AI Summary

Eversource Energy (ES) announced on April 18, 2024, that it has entered into a definitive agreement to sell its 100% ownership interest in its subsidiary, Eversource Gas Pipeline Infrastructure LLC, to Enbridge Inc. for approximately $1.05 billion. This transaction is expected to close in the second half of 2024, subject to customary closing conditions.

Why It Matters

This divestiture allows Eversource Energy to focus on its regulated utility businesses and accelerate its transition to cleaner energy sources, potentially impacting its future growth strategy and capital allocation.

Risk Assessment

Risk Level: medium — The sale is subject to closing conditions, and the integration of the pipeline assets by Enbridge may present operational challenges.

Key Numbers

• $1.05B — Sale Price (Eversource Energy's sale of its gas pipeline subsidiary to Enbridge Inc.)

Key Players & Entities

• Eversource Energy (company) — Seller
• Enbridge Inc. (company) — Buyer
• Eversource Gas Pipeline Infrastructure LLC (company) — Subsidiary being sold
• $1.05 billion (dollar_amount) — Sale price
• April 18, 2024 (date) — Announcement date
• second half of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $5.00 — ge on which registered Common Shares, $5.00 par value per share ES New York Stock
• $700,000,000 — 18, 2024, Eversource Energy issued (i) $700,000,000 aggregate principal amount of its 5.85%

Filing Documents

• tm2412048d1_8k.htm (8-K) — 31KB
• tm2412048d1_ex1-1.htm (EX-1.1) — 197KB
• tm2412048d1_ex4-1.htm (EX-4.1) — 179KB
• tm2412048d1_ex5-1.htm (EX-5.1) — 10KB
• tm2412048d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-048834.txt ( ) — 665KB
• es-20240418.xsd (EX-101.SCH) — 3KB
• es-20240418_lab.xml (EX-101.LAB) — 33KB
• es-20240418_pre.xml (EX-101.PRE) — 22KB
• tm2412048d1_8k_htm.xml (XML) — 3KB

03

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 Ener

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated April 15, 2024, among Eversource Energy and the Underwriters named therein. 4.1 Twenty-Second Supplemental Indenture, dated as of April 1, 2024, between Eversource Energy and The Bank of New York Mellon Trust Company, N.A., as Trustee. 4.2 Form of the 2031 Notes (included as Exhibit A to the Twenty-Second Supplemental Indenture filed herewith as Exhibit 4.1). 4.3 Form of the 2034 Notes (included as Exhibit B to the Twenty-Second 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) April 18, 2024 By: /s/ Emilie G. O'Neil Emilie G. O'Neil Assistant Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR