8-KLeadership ChangesAcquisitions & DispositionsOther Events+1

EVERSOURCE ENERGY 8-K Report, Acquisition Completed (Apr 10, 2012)

Filed April 10, 2012For Securities:ES

Summary

This Form 8-K filing by Northeast Utilities (now Eversource Energy) on April 10, 2012, officially announces the completion of its merger with NSTAR. This strategic combination, originally agreed upon in October 2010, has resulted in Northeast Utilities issuing 1.312 of its common shares for each outstanding NSTAR common share. As a consequence of the merger, NSTAR's common shares have ceased trading on the New York Stock Exchange. The filing also details significant changes in the composition of Northeast Utilities' Board of Trustees, with seven new trustees from NSTAR joining, and the appointment of Thomas J. May, formerly of NSTAR, as the new President and Chief Executive Officer of the combined entity. This event marks a pivotal moment in the company's history, creating a larger, integrated utility. Investors should note that the company will be filing NSTAR's financial statements and pro forma financial information in an amendment to this report within 71 days. The immediate impact of the merger on the company's operational scale and management structure is the primary focus of this report. The integration of NSTAR is expected to lead to synergies and a strengthened market position for Northeast Utilities, which will now operate under a name reflecting its expanded footprint, ultimately becoming Eversource Energy.

Key Highlights

  • 1Completion of the merger between Northeast Utilities and NSTAR announced on April 10, 2012.
  • 2Northeast Utilities issued 1.312 shares of its common stock for each outstanding NSTAR common share.
  • 3NSTAR's common shares have been delisted from the New York Stock Exchange.
  • 4The Board of Trustees of Northeast Utilities has been expanded to 14 members, with 7 new designees from NSTAR.
  • 5Thomas J. May, formerly CEO of NSTAR, appointed as President and CEO of Northeast Utilities.
  • 6Charles W. Shivery will transition from President and CEO to non-executive Chairman of Northeast Utilities for up to 18 months.
  • 7Several executive officers were appointed or had their roles adjusted as part of the merger integration.

Frequently Asked Questions

This Form 8-K filing announces the official completion of the merger between Northeast Utilities and NSTAR. It details the share exchange ratio, the delisting of NSTAR shares, and changes in the leadership and board of directors of the combined company.

NSTAR shareholders received 1.312 shares of Northeast Utilities common stock for each share of NSTAR they held. NSTAR's common stock has ceased trading on the New York Stock Exchange.

Thomas J. May, who previously served as Chairman, President, and CEO of NSTAR, has been appointed as the new President and Chief Executive Officer of Northeast Utilities.

Northeast Utilities intends to file the required financial statements of NSTAR and pro forma financial information in an amendment to this Form 8-K, no later than 71 calendar days after the filing date of this report (April 10, 2012).