8-KMaterial AgreementsRegulation FDExhibits & Filings

EVERSOURCE ENERGY 8-K Report, Material Agreement (Oct 18, 2010)

Filed October 18, 2010For Securities:ES

Summary

Eversource Energy (formerly Northeast Utilities) filed an 8-K on October 18, 2010, to announce a significant material definitive agreement: an Agreement and Plan of Merger with NSTAR. This merger, unanimously approved by both companies' boards, is structured as a tax-free reorganization and intends for NSTAR to become a wholly owned subsidiary of Northeast Utilities. Key terms include an exchange ratio of 1.312 Northeast Utilities shares for each NSTAR common share. The combined company's board will be expanded to fourteen members, with seven from each company, and will maintain dual headquarters in Hartford, Connecticut, and Boston, Massachusetts. Thomas J. May of NSTAR will assume the CEO role, while Charles W. Shivery of Northeast Utilities will serve as non-executive Chairman for 18 months, after which he will become Chairman. The merger is subject to customary closing conditions, including shareholder approvals and regulatory clearances.

Key Highlights

  • 1Announcement of a Merger Agreement between Northeast Utilities and NSTAR, dated October 16, 2010.
  • 2The merger is intended to be a tax-free reorganization, with NSTAR becoming a wholly owned subsidiary of Northeast Utilities.
  • 3NSTAR shareholders will receive 1.312 shares of Northeast Utilities common stock for each NSTAR common share held.
  • 4The combined company will have dual headquarters in Hartford, CT, and Boston, MA.
  • 5Leadership transition: Thomas J. May (NSTAR CEO) will become CEO of the combined entity, and Charles W. Shivery (Northeast Utilities CEO) will serve as non-executive Chairman for 18 months.
  • 6Completion of the merger is contingent on approvals from both companies' shareholders (requiring a two-thirds vote) and various regulatory bodies, including HSR clearance.
  • 7A termination fee of $135 million may be payable under specific circumstances.

Frequently Asked Questions

This 8-K filing announces the execution of a material definitive agreement, specifically an Agreement and Plan of Merger between Northeast Utilities and NSTAR. It provides key details about the proposed merger and its terms.

NSTAR shareholders will receive 1.312 shares of Northeast Utilities' common stock for each share of NSTAR common stock they own. The merger is intended to be a tax-free reorganization for Northeast Utilities shareholders.

The merger is subject to several conditions, including the affirmative vote of two-thirds of the outstanding common shares of beneficial interest for both Northeast Utilities and NSTAR, the effectiveness of a registration statement for new shares, NYSE listing approval, expiration of the Hart-Scott-Rodino Act waiting period, and receipt of all necessary regulatory approvals.

The combined company's board will consist of fourteen members (seven from each company). Thomas J. May of NSTAR will be the Chief Executive Officer, and Charles W. Shivery of Northeast Utilities will be the non-executive Chairman for the first 18 months, after which he will become Chairman.