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EX-4 - FORM OF 3.20% DEBENTURE DUE MAY 15, 2027 - NSTAR ELECTRIC COoct2017_nstarereopendebentur.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


                                


FORM 8-K/A


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  October 18, 2017 (October 5, 2017)

 


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)


Registrants 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):

 

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))


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.




 


Explanatory Note:


This amended Current Report on Form 8-K/A is being filed for the sole purpose of attaching Exhibit 4, Form of 3.20% Debenture due May 15, 2027, which was inadvertently omitted from the original Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 12, 2017 (the Original Form 8-K).  


Except as described above, this Form 8-K/A does not modify or update disclosure in, or exhibits to, the Original Form 8-K.  


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 October 5, 2017, NSTAR Electric Company, doing business as Eversource Energy (NSTAR Electric) issued an additional $350,000,000 aggregate principal amount of its 3.20% Debentures due May 15, 2027 (the Debentures) pursuant to an Underwriting Agreement, dated October 2, 2017, between NSTAR Electric and Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc., as representatives of the several Underwriters named therein.  The additional Debentures are part of the same series of Debentures issued on May 15, 2017 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.  Following the closing of this offering, the aggregate principal amount outstanding of 3.20% Debentures due May 15, 2027 totaled $700,000,000.  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. 333-211062-03).


The additional Debentures mature on May 15, 2027 and bear interest at 3.20%, payable semi-annually on each May 15 and November 15, commencing on November 15, 2017.   Interest on the additional Debentures will accrue from May 15, 2017, the original issuance date of the Debentures, and will be computed on the basis of a 360-day year consisting of twelve 30-day months.







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Section 9

Financial Statements and Exhibits


Item 9.01

Financial Statements and Exhibits.


(d)

Exhibits.  


Exhibit Number

Description

1

Underwriting Agreement, dated October 2, 2017, between NSTAR Electric Company, doing business as Eversource Energy, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc., as representatives of the several Underwriters named therein (incorporated by reference to NSTAR Electrics Current Report on Form 8-K filed on October 12, 2017)

4

Form of 3.20% Debenture due May 15, 2027.  

5

Legal opinion of Richard J. Morrison, Esq. (including consent) (incorporated by reference to NSTAR Electrics Current Report on Form 8-K filed on October 12, 2017).



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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)




October 18, 2017

By:  /S/ JAY S. BUTH

Jay S. Buth

Vice President, Controller and

Chief Accounting Officer







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EXHIBIT INDEX



Exhibit Number

Description

1

Underwriting Agreement, dated October 2, 2017, between NSTAR Electric Company, doing business as Eversource Energy, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and MUFG Securities Americas Inc., as representatives of the several Underwriters named therein (incorporated by reference to NSTAR Electrics Current Report on Form 8-K filed on October 12, 2017).

4

Form of 3.20% Debenture due May 15, 2027.  

5

Legal opinion of Richard J. Morrison, Esq. (including consent) (incorporated by reference to NSTAR Electrics Current Report on Form 8-K filed on October 12, 2017).