8-KOther EventsExhibits & Filings

EVERSOURCE ENERGY 8-K Report, Corporate Update (Apr 6, 2012)

Filed April 6, 2012For Securities:ES

Summary

This Form 8-K filing by Northeast Utilities (NU) on April 6, 2012, reports a significant development in its previously announced merger with NSTAR. The Massachusetts Department of Public Utilities (DPU) issued an Order on April 4, 2012, approving the merger transaction under the terms of the Settlement Agreements dated February 15, 2012. This approval, following a similar decision from the Connecticut Public Utilities Regulatory Authority, removes a key regulatory hurdle for the proposed combination. The merger, structured as a stock-for-stock exchange where NSTAR shareholders will receive 1.312 NU common shares for each NSTAR share, is now anticipated to close on April 10, 2012. The Settlement Agreements, particularly those with the Massachusetts Department of Energy Resources and the Office of the Attorney General, address critical rate-making, rate design, and clean energy matters, including a distribution rate freeze for NSTAR Electric, NSTAR Gas, and Western Massachusetts Electric Company (WMECO) until 2016. This filing is crucial for investors as it signals the imminent completion of a transformative merger expected to create a combined entity serving nearly 3.5 million electric and gas customers across Connecticut, Massachusetts, and New Hampshire.

Key Highlights

  • 1Massachusetts DPU approved the merger of Northeast Utilities (NU) and NSTAR on April 4, 2012.
  • 2The approval is contingent upon the terms outlined in the Settlement Agreements dated February 15, 2012.
  • 3Connecticut regulatory authority previously approved the merger on April 2, 2012.
  • 4The merger is structured as a stock-for-stock exchange: NSTAR shareholders will receive 1.312 NU shares per NSTAR share.
  • 5The post-merger company is expected to serve approximately 3.5 million electric and gas customers in Connecticut, Massachusetts, and New Hampshire.
  • 6A distribution rate freeze for NSTAR Electric, NSTAR Gas, and WMECO is included in the settlement agreements until 2016.
  • 7The anticipated closing date for the merger is April 10, 2012.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that the Massachusetts Department of Public Utilities (DPU) has approved the merger between Northeast Utilities (NU) and NSTAR, which is a key regulatory condition for the completion of the transaction.

Following the DPU approval, Northeast Utilities and NSTAR now anticipate closing the merger on April 10, 2012.

Under the terms of the merger agreement, NSTAR shareholders will receive 1.312 shares of Northeast Utilities common stock for each common share of NSTAR they own.

The Settlement Agreements, approved by the DPU, include a distribution rate freeze for NSTAR Electric, NSTAR Gas, and Western Massachusetts Electric Company (WMECO) until 2016, providing rate stability for customers of these entities.