Attached files

file filename
EX-4 - DEBENTURE - NSTAR ELECTRIC COdebenture.htm
EX-5 - OPINION OF RICHARD J. MORRISON - NSTAR ELECTRIC COex5_opinion.htm
EX-1 - UNDERWRITING AGREEMENT - NSTAR ELECTRIC COunderwritingagreement.htm





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):  March 13, 2014 (March 7, 2014)

 


NSTAR ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)



Massachusetts

1-2301

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: (617) 424-2000


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):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 






 

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 March 7, 2014, NSTAR Electric Company (“NSTAR Electric”) issued $300,000,000 aggregate principal amount of its 4.40% Debentures due March 1, 2044 (“Debentures”) pursuant to an Underwriting Agreement, dated March 4, 2014, between NSTAR Electric and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc., 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. (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. 333-188345-03).


The Debentures mature on March 1, 2044, and bear interest at 4.40%, payable semiannually on each March 1 and September 1, commencing on September 1, 2014.  Interest on the Debentures will accrue from March 7, 2014, 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.


(d)

Exhibits.  


Exhibit Number

Description

1

Underwriting Agreement, dated March 4, 2014, between NSTAR Electric Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc., as representatives of the several Underwriters named therein.  

4

Form of 4.40% Debenture due March 1, 2044.

5

Legal opinion of Richard J. Morrison, Esq.

23

Consent of Richard J. Morrison, Esq. (included in Exhibit 5).


2





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)




March 13, 2014

By:

/s/ PHILIP J. LEMBO

Philip J. Lembo

Vice President and Treasurer





3





EXHIBIT INDEX



Exhibit Number

Description

1

Underwriting Agreement, dated March 4, 2014, between NSTAR Electric Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities (USA), Inc., as representatives of the several Underwriters named therein.  

4

Form of 4.40% Debenture due March 1, 2044.

5

Legal opinion of Richard J. Morrison, Esq.

23

Consent of Richard J. Morrison, Esq. (included in Exhibit 5).