UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2025
NSTAR ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
| Massachusetts | 1-02301 | 04-1278810 |
(State or other jurisdiction of organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
800 Boylston Street Boston, Massachusetts | 02199 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 286-5000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Section 2 | Financial Information |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On February 26, 2025, NSTAR Electric Company, doing business as Eversource Energy (“NSTAR Electric”), issued $400,000,000 aggregate principal amount of its 4.85% Debentures due 2030 (the “2030 Debentures”) pursuant to an Underwriting Agreement, dated February 24, 2025, between NSTAR Electric and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. On February 26, 2025, NSTAR Electric issued $400,000,000 aggregate principal amount of its 5.20% Debentures due 2035 (the “2035 Debentures” and, together with the 2030 Debentures, the “Debentures”) pursuant to an Underwriting Agreement, dated February 24, 2025, between NSTAR Electric and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Debentures were issued under an indenture dated as of September 1, 1988, between NSTAR Electric (formerly Boston Edison Company) and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to The Bank of New York, as successor to Bank of Montreal Trust Company), as trustee. NSTAR Electric has registered its Debentures with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Commission File No. 333-264278-02).
The 2030 Debentures mature on March 1, 2030 and bear interest at 4.85%, payable semi-annually on each March 1 and September 1, commencing on September 1, 2025. The 2035 Debentures mature on March 1, 2035 and bear interest at 5.20%, payable semi-annually on each March 1 and September 1, commencing on September 1, 2025. Interest on the Debentures will accrue from February 26, 2025 and will be computed on the basis of a 360-day year consisting of twelve 30-day months.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit
Number | | Description |
| 1.1 | | Underwriting Agreement, dated February 24, 2025, between NSTAR Electric Company, doing business as Eversource Energy, and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, BNY Mellon Capital Markets, LLC, PNC Capital Markets LLC and RBC Capital Markets, LLC, as representatives of the several Underwriters named therein. |
| 1.2 | | Underwriting Agreement, dated February 24, 2025, between NSTAR Electric Company, doing business as Eversource Energy, and Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several Underwriters named therein. |
| 4.1 | | Form of 4.85% Debenture due 2030. |
| 4.2 | | Form of 5.20% Debenture due 2035. |
| 5.1 | | Legal opinion of Ropes & Gray LLP relating to the validity of the Debentures. |
| 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.
| | NSTAR ELECTRIC COMPANY |
| | (Registrant) |
| | | |
| February 26, 2025 | By: | /s/ Emilie G. O’Neil |
| | | Emilie G. O’Neil |
| | | Assistant Treasurer-Corporate Finance and Cash Management |
