Form 8-K - Current report

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): January 25, 2024

EVERSOURCE ENERGY

(Exact name of registrant as specified in its charter)

Massachusetts		001-05324		04-2147929
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Cadwell Drive, Springfield, Massachusetts, 01104

(Address of principal executive offices, including zip code)

(800) 286-5000

Registrant’s telephone number, including area code

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		Name of each exchange on which registered
Common Shares, $5.00 par value per share		ES		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of the chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of the chapter).

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 8

Other Events

Item 8.01

Other Events.

On January 25, 2024, Sunrise Wind, an offshore wind project jointly owned 50 percent by Eversource Energy (“Eversource”) and 50 percent by Ørsted, issued a news release announcing that Eversource and Ørsted today submitted a new proposal for Sunrise Wind in response to New York’s latest offshore wind solicitation, re-bidding an updated project that, if selected, would fulfill its promise to deliver substantial economic benefits across New York and play a critical role in advancing the state’s climate goals. Sunrise Wind would deliver up to 924 megawatts of clean energy to New York.

As the most mature offshore wind project in the state’s pipeline, Sunrise Wind is expected to be completed in 2026, helping the state achieve its mandate of 70 percent renewable energy by 2030, while paving the way for future state projects and accelerating the state’s growing offshore wind workforce and supply chain.

The Sunrise Wind design has been reviewed and accepted by all relevant state agencies, and the project has secured all major supplier and project labor agreements to commence work shortly after award. Final federal permits are expected this summer.

Sunrise Wind has earned broad bipartisan support across New York from local elected officials and business, community, labor and environmental organizations.

Ørsted to Become Sole Owner in Successful Sunrise Wind Award

In advancing the re-bid for Sunrise Wind, the joint venture reached an agreement for Ørsted to acquire Eversource’s 50 percent share in the project if it is awarded a contract in New York’s fourth offshore wind solicitation. In a successful re-bid, Ørsted would become the sole owner of Sunrise Wind, while Eversource would remain contracted to lead the project’s onshore construction. Should Sunrise be successful in the re-bid, Ørsted would pay Eversource 50 percent of the negotiated purchase price upon closing the sales transaction, with the remaining 50 percent paid when onshore construction is completed and certain other milestones are achieved. If the project is not selected, the existing contract for Sunrise Wind would be cancelled, per the state’s requirement, and the 50/50 joint venture will remain in place. Ørsted and Eversource would then assess their options in determining the best path forward for Sunrise Wind and its assets.

The news release is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This Current Report on Form 8-K includes statements concerning Eversource’s expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events and other statements that are not historical facts, including the progress and anticipated timing of its offshore wind investment sale process, the potential terms thereof, participation in and outcome of rebidding in the New York RFP and its plans for building onshore interconnection systems. These statements are “forward-looking statements” within the meaning of U.S. federal securities laws. Generally, readers can identify these forward-looking statements through the use of words or phrases such as “estimate,” “expect,” “anticipate,” “intend,” “plan,” “project,” “believe,” “forecast,” “would,” “should,” “could” and other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in the forward-looking statements. Forward-looking statements are based on the current expectations, estimates, assumptions or projections of management and are not guarantees of future performance. These expectations, estimates, assumptions or projections may vary materially from actual results. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, important factors that may cause our actual results or outcomes to differ materially from those contained in our forward-looking statements, including, but not limited to: our ability to complete the offshore wind investment sale process on the timeline or the terms we expect; the risk that we and the potential purchaser, or the potential purchaser and Ørsted, are unable to reach definitive agreements necessary to consummate the transactions described above; the outcome of the power purchase agreement bid process for Sunrise Wind and the risk of losing the bid to a competing offer; the ability to qualify for investment tax credits in the amounts we expect; variability in the costs and projected returns of the offshore wind projects and the risk of deterioration of market conditions in the offshore wind industry; cyberattacks or breaches, including those resulting in the compromise of the confidentiality of our proprietary information and the personal information of our customers; disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly; changes in economic conditions, including impact on interest rates, tax policies, and customer demand and payment ability; ability or inability to commence and complete our major strategic development projects and opportunities; acts of war or terrorism, physical attacks or grid disturbances that may damage and disrupt our electric transmission and electric, natural gas, and water distribution systems; actions or inaction of local, state and federal regulatory, public policy and taxing bodies; substandard performance of third-party suppliers and service providers; fluctuations in weather patterns, including extreme weather due to climate change; changes in business conditions, which could include disruptive technology or development of alternative energy sources related to our current or future business model; contamination of, or disruption in, our water supplies; changes in levels or timing of capital expenditures; changes in laws, regulations or regulatory policy, including compliance with environmental laws and regulations; changes in accounting standards and financial reporting regulations; actions of rating agencies; and other presently unknown or unforeseen factors.

Other risk factors are detailed in Eversource’s reports filed with the SEC. They are updated as necessary and available on Eversource’s website at www.eversource.com and on the SEC’s website at www.sec.gov. All such factors are difficult to predict and contain uncertainties that may materially affect Eversource’s actual results, many of which are beyond our control. You should not place undue reliance on the forward-looking statements, as each speaks only as of the date on which such statement is made, and, except as required by federal securities laws, Eversource undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

Section 9

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number	Description
99.1	News release of Sunrise Wind, dated January 25, 2024.
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 the report to be signed on its behalf by the undersigned hereunto duly authorized.

	EVERSOURCE ENERGY
	(Registrant)

January 25, 2024	By:	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and Chief Accounting Officer

Exhibit 99.1

Ørsted and Eversource Propose Updated Sunrise Wind Project for New York

New Proposal Keeps Sunrise Wind On-Track; Key to Meeting N.Y.’s Climate Targets

***

In Successful Award, Ørsted to Become Sole Owner of Sunrise Wind as Eversource Advances Offshore Wind Divestment

NEW YORK – JANUARY 25, 2024 –Joint venture partners Ørsted and Eversource today submitted a new proposal for Sunrise Wind in response to New York’s latest offshore wind solicitation, re-bidding an updated project that, if selected, would fulfill its promise to deliver substantial economic benefits across New York and play a critical role in advancing the state’s climate goals. Sunrise Wind would deliver up to 924 megawatts of clean energy to New York.

“Sunrise Wind is ready-to-build and ready to make more historic investments in New York’s offshore wind economy, creating jobs and delivering economic benefits immediately,” said David Hardy, Group EVP and CEO Americas at Ørsted. “We’re already leading the way with our trailblazing South Fork Wind project. Sunrise Wind will build on the promise of offshore wind for New York, including hundreds more local union jobs and investments in a statewide supply chain, while delivering major progress toward New York’s clean energy targets.”

“Dozens of New Yorkers are already hard at work on the early construction for Sunrise Wind,” said Joe Nolan, Chief Executive Officer and President of Eversource Energy. “That would grow into hundreds of new jobs and considerable new investment for New York, especially for the local unions slated to build the project’s onshore transmission system.”

Sunrise Wind has earned broad bipartisan support across New York from local elected officials and business, community, labor and environmental organizations.

Ørsted to Become Sole Owner in Successful Sunrise Wind Award

In advancing the re-bid for Sunrise Wind, the joint venture reached an agreement for Ørsted to acquire Eversource’s 50 percent share in the project if it is awarded a contract in New York’s fourth offshore wind solicitation. In a successful re-bid, Ørsted would become the sole owner of Sunrise Wind, while Eversource would remain contracted to lead the project’s onshore construction. Should Sunrise Wind be successful in the re-bid, Ørsted would pay 50 percent of the negotiated purchase price upon closing the sales transaction, with the remaining 50 percent paid when onshore construction is completed and certain other milestones are achieved. If the project is not selected, the existing contract for Sunrise Wind would be cancelled, per the state’s requirement, and the 50/50 joint venture will remain in place. Ørsted and Eversource would then assess their options in determining the best path forward for Sunrise Wind and its assets.

Additional Information on Sunrise Wind’s Community Investments

Sunrise Wind is making significant investments in the state’s offshore wind workforce and supply chain, including:

A record $200 million offshore wind supply chain award to Long Island-based contractor Haugland Energy Group LLC, which will create more than 400 jobs for New York union workers to install the underground duct bank system for Sunrise Wind’s onshore transmission line in Brookhaven, in Suffolk County.

$86 million supply chain contract with Riggs Distler & Company, Inc., bringing construction and steel manufacturing work to Capital Region and Western New York companies supporting the construction of advanced foundation components for wind turbines at the Port of Coeymans. That contract is creating 230 family-sustaining jobs.

Supported the development of New York’s National Offshore Wind Training Center (NOWTC) on Long Island with a $10 million investment.

Advanced the first offshore wind project in America to use high-voltage direct current (HVDC) transmission technology.

Committed $5 million in a research partnership with Stony Brook University.

Announced the creation of an O&M Hub in East Setauket and harbor facility in Port Jefferson to support wind farm operations and the long-term associated operations and maintenance jobs.

Completed a Host Community Agreement with the town of Brookhaven.

About Ørsted

A global clean energy leader, Ørsted develops, constructs, and operates offshore and land-based wind farms, solar farms, energy storage facilities, and bioenergy plants. Ørsted was the first energy company in the world to have its science-based net-zero emissions target validated by the Science Based Targets initiative (SBTi) and is recognized as the world’s most sustainable energy developer in the Corporate Knights Global 100 index.

In the United States, the company has approximately 700 employees and a portfolio of clean energy assets and partnerships that includes offshore wind energy, land-based wind energy, solar, battery storage and e-fuels. Ørsted is a U.S. leader in offshore wind energy with approximately 3 gigawatts in development and operates America’s first offshore wind farm, located off the coast of Block Island. Ørsted has a total U.S. land-based capacity of 5 gigawatts across wind, solar, storage technologies and e-fuels. To learn more about the Ørsted U.S. business, visit us.orsted.com or follow the company on Twitter (@OrstedUS), Instagram, and Facebook.

About Eversource

Eversource (NYSE: ES), celebrated as a national leader for its corporate citizenship, is the #1 energy company in Newsweek’s list of America’s Most Responsible Companies for 2024 and recognized as a Five-Year Champion, appearing in every edition of the list. Eversource transmits and delivers electricity and natural gas and supplies water to approximately 4.4 million customers in Connecticut, Massachusetts and New Hampshire. The #1 energy efficiency provider in the nation, Eversource harnesses the commitment of approximately 9,900 employees across three states to build a single, united company around the mission of safely delivering reliable energy and water with superior customer service. The company is empowering a clean energy future in the Northeast, with nationally recognized energy efficiency solutions and successful programs to integrate new clean energy resources like a first-in-the-nation networked geothermal pilot project, solar, offshore wind, electric vehicles and battery storage, into the electric system. For more information, please visit eversource.com, and follow us on X, Facebook, Instagram, and LinkedIn. For more information on our water services, visit aquarionwater.com.

Media Contact

Meaghan Wims

mwims@duffyshanley.com

401-261-1641

###

Cover	Jan. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 25, 2024
Entity File Number	001-05324
Entity Registrant Name	EVERSOURCE ENERGY
Entity Central Index Key	0000072741
Entity Tax Identification Number	04-2147929
Entity Incorporation, State or Country Code	MA
Entity Address, Address Line One	300 Cadwell Drive
Entity Address, City or Town	Springfield
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01104
City Area Code	800
Local Phone Number	286-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, $5.00 par value per share
Trading Symbol	ES
Security Exchange Name	NYSE
Entity Emerging Growth Company	false