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| Name | Symbol | Market | Type |
|---|---|---|---|
| Connecticut Light and Power Company (PK) | USOTC:CNTHP | OTCMarkets | Preference Share |
| Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.18 | 0.34% | 52.46 | 52.30 | 54.20 | 52.50 | 52.46 | 52.50 | 277 | 22:00:01 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
|
| (Address of principal executive offices) | (Zip Code) |
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):
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this 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 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 January 23, 2024, The Connecticut Light and Power Company, doing business as Eversource Energy (the “Company”), issued $350,000,000 aggregate principal amount of its 4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029 (the “Bonds”), pursuant to an Underwriting Agreement, dated January 16, 2024, among BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein, and the Company (the “Underwriting Agreement”).
The Bonds were issued under a Supplemental Indenture, dated as of January 1, 2024, between the Company and Deutsche Bank Trust Company Americas, as Trustee (the “Supplemental Indenture”), supplementing the Indenture of Mortgage and Deed of Trust between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), dated as of May 1, 1921, as amended and supplemented, including as amended and restated as of April 7, 2005. A copy of the Supplemental Indenture is filed herewith as Exhibit 4.1.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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.
| THE CONNECTICUT LIGHT AND POWER COMPANY | ||
| (Registrant) | ||
| January 23, 2024 | By: | /s/ Emilie G. O’Neil |
| Emilie G. O’Neil | ||
| Assistant Treasurer-Corporate Finance and Cash Management | ||
Exhibit 1.1
THE CONNECTICUT LIGHT AND POWER COMPANY
DOING BUSINESS AS EVERSOURCE ENERGY
FIRST AND REFUNDING MORTGAGE BONDS
UNDERWRITING AGREEMENT
January 16, 2024
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
BNY Mellon Capital Markets, LLC
240 Greenwich Street, 3W
New York, New York 10286
Goldman Sachs & Co. LLC
200
West Street
New York, New York 10282
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
As
Representatives of the several Underwriters
named in Schedule I hereto
1. Purchase and Sale. On the basis of the representations and warranties, and subject to the terms and conditions set forth in this agreement (this “Agreement”), the Underwriters (defined below) shall purchase from The Connecticut Light and Power Company, a Connecticut corporation doing business as Eversource Energy (the “Company”), severally and not jointly, and the Company shall sell to the Underwriters, the principal amount of the Company’s 4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029 set forth opposite each name of the Underwriters in Schedule I hereto at the price specified in Schedule III hereto (the aggregate principal amount of the bonds described in Schedule I hereto are hereinafter referred to as the “Bonds”).
2. Underwriters. The term “Underwriters”, as used herein, shall be deemed to mean BofA Securities, Inc.; BNY Mellon Capital Markets, LLC; Goldman Sachs & Co. LLC; Mizuho Securities USA LLC; TD Securities (USA) LLC; and Wells Fargo Securities, LLC (the “Representatives”) and the other several persons, firms or corporations named in Schedule I hereto (including all substituted Underwriters under the provisions of Section 10 hereof). All obligations of the Underwriters hereunder are several and not joint.
3. Representations and Warranties of the Company and the Underwriters.
a) The Company represents and warrants to and agrees with the Underwriters that:
(i) A registration statement on Form S-3 (File No. 333-264278-03), relating to the Bonds (x) has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (y) has been filed with the Commission under the Securities Act; and (z) is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to the Representatives. As used in this Agreement:
(A) “Applicable Time” means 3:45 p.m. (New York City time) on the date of this Agreement;
(B) “Effective Date” means any date as of which any part of such registration statement relating to the Bonds became, or is deemed to have become, effective under the Securities Act in accordance with Rule 430B of the Rules and Regulations;
(C) “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company and approved by the Company or used or referred to by the Company in connection with the offering of the Bonds;
(D) “Preliminary Prospectus” means the final prospectus relating to the Bonds included in the Registration Statement, including any preliminary prospectus supplement thereto relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(E) “Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus listed on Schedule II hereto;
(F) “Prospectus” means the final prospectus relating to the Bonds included in the Registration Statement, including any prospectus supplement thereto relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; and
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(G) “Registration Statement” means, collectively, the various parts of such registration statement, each as amended as of the Effective Date for such part, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement.
Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Rules and Regulations on or prior to the date hereof. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any Annual Report on Form 10-K of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or threatened by the Commission.
(ii) The Company was at the time of initial filing of the Registration Statement, has been at all relevant determination dates thereafter (as provided in clause (2) of the definition of “well-known seasoned issuer” in Rule 405 of the Rules and Regulations), is on the date hereof and will be on the Closing Date (as defined below) a “well-known seasoned issuer” (as defined in such Rule 405), including not having been an “ineligible issuer” (as defined in such Rule 405) at any such time or date. The Registration Statement is an “automatic shelf registration statement” (as defined in such Rule 405), was filed not earlier than the date that is three years prior to the Closing Date and the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Rules and Regulations objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement form.
(iii) The Registration Statement conformed and will conform in all material respects on the Effective Date and on the Closing Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the Rules and Regulations. The Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and on the Closing Date to the requirements of the Securities Act and the Rules and Regulations. The documents incorporated by reference in any Preliminary Prospectus or the Prospectus conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder.
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(iv) The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for inclusion therein, which information is specified in Section 8(g) hereof, except that the representations and warranties set forth in this paragraph do not apply to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of Deutsche Bank Trust Company Americas (the “Trustee”).
(v) The Prospectus will not, as of its date and on the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for inclusion therein, which information is specified in Section 8(g) hereof.
(vi) The documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(vii) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for inclusion therein, which information is specified in Section 8(g) hereof.
(viii) Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Company has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. Except for the Issuer Free Writing Prospectus listed on Schedule II hereto (the use of which has been consented to by the Representatives), the Company has not made any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives. The Company has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. Schedule II hereto includes a complete list of all Issuer Free Writing Prospectuses used in connection with the offering of the Bonds.
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(ix) The Company has been duly formed, is validly existing as a Connecticut corporation in good standing under the laws of the State of Connecticut, has the power and authority to own its property and to conduct its business as described in the Pricing Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company. The Company possesses such material certificates, authorizations, franchises or permits issued by the appropriate state or federal regulatory authorities or bodies as are necessary to conduct its business as currently conducted.
(x) The Company has no “significant subsidiaries” (as such term is defined in Regulation S-X under the Exchange Act).
(xi) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.
(xii) The Indenture of Mortgage and Deed of Trust dated as of May 1, 1921, as amended (the “Base Indenture”), between the Company and the Trustee, as supplemented and previously amended by various supplemental indentures and as to be supplemented by the Supplemental Indenture, dated as of January 1, 2024, establishing the terms of, and authorizing the issuance of, the Bonds (the “Supplemental Indenture” and collectively with the Base Indenture and all previous supplemental indentures, the “Indenture”) has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity and except as may be limited by the laws of Connecticut, where the property covered by the Indenture is located, affecting the lien of the Indenture on after-acquired real property and affecting the remedies for the enforcement of the security provided for therein, which laws do not make inadequate the remedies necessary for the realization of the benefits of such security.
(xiii) The Bonds have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be entitled to the benefits and security of the Indenture, equally and ratably with the first and refunding mortgage bonds of other series presently secured by the Indenture, and will be valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.
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(xiv) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture and the Bonds will not contravene any provision of applicable law, rule or regulation or the Certificate of Incorporation or By-Laws of the Company or any agreement or other instrument binding upon the Company or any of its properties that is material to the Company, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its properties, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture or the Bonds, except for the order issued by the Connecticut Public Utilities Regulatory Authority, dated as of November 30, 2022 (the “PURA Order”), such as have been obtained under the Securities Act and such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Bonds. The PURA Order is in full force and effect and is sufficient to authorize the Company to issue the Bonds and to perform its obligations under the Bonds, the Indenture and this Agreement and is final and not subject to rehearing or appeal.
(xv) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company, from that set forth in the Pricing Disclosure Package.
(xvi) There are no legal or governmental proceedings pending, threatened or contemplated to which the Company is a party or to which any of the properties of the Company is subject that are required to be described in the Registration Statement or the Pricing Disclosure Package and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Pricing Disclosure Package or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required.
(xvii) Each Preliminary Prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 of the Rules and Regulations, complied when so filed in all material respects with the Securities Act and the Rules and Regulations.
(xviii) The Company is not and, after giving effect to the offering and sale of the Bonds and the application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectus, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
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(xix) Except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company (A) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties), (B) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (C) is in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company.
(xx) As of the date of the Company’s most recent certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Company maintains systems of internal accounting controls and processes sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles; and (C) assets are safeguarded from loss or unauthorized use. The Company evaluated the design and operation of its disclosure controls and procedures to determine whether they are effective in ensuring that the disclosure of required information is timely made in accordance with the Exchange Act and the rules and forms of the Commission. These evaluations were made under the supervision and with the participation of management, including the principal executive officer and principal financial officer of the Company, within the 45-day period prior to the filing of the most recent Quarterly Report on Form 10-Q. The principal executive officer and principal financial officer have concluded, based on their review, that the disclosure controls and procedures, as defined by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are effective to ensure that information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Commission rules and forms. No significant changes were made to the Company’s internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation. The Company is not aware of any material weakness in its internal controls over financial reporting.
(xxi) The financial statements and the related notes thereto incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the information required to be stated therein. The other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and presents fairly the information shown thereby. No other financial statements or schedules of any other person are required by the Securities Act or the Exchange Act to be included in or incorporated by reference in the Registration Statement, the Pricing Disclosure Package, or the Prospectus. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
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(xxii) Deloitte and Touche LLP, who have audited certain financial statements of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are independent registered public accountants with respect to the Company as required by the Securities Act.
(xxiii) The Indenture constitutes a direct and valid first mortgage lien, subject only to liens permitted by the Indenture, including liens and encumbrances existing at the time of acquisition by the Company (collectively, “Permitted Exceptions”), upon the interests of the Company in the properties and franchises now owned by the Company and located in Connecticut and under existing law will, subject only to such Permitted Exceptions and subject to the provisions of the Title 11 of the United States Code entitled “Bankruptcy,” as now in effect (the “Federal Bankruptcy Code”), constitute a similar lien at the time of acquisition on all properties and assets of the Company acquired after the date of this Agreement located within the State of Connecticut and required by the Indenture to be subjected to the lien thereof, other than properties and assets of the character excluded, excepted or released from the lien thereof; and the Indenture, and/or an appropriate certificate or financing statement with respect thereto, has been or will be duly recorded or filed for recordation in all places within the State of Connecticut in which such recording is required to protect and preserve the lien of the Indenture on the properties and assets located in Connecticut which are presently subject thereto, and all Connecticut taxes and fees required to be paid with respect to the execution and recording of the Indenture and the issuance of the Bonds have been paid.
(xxiv) The major electric transmission lines and distribution facilities owned by the Company are in the main on land owned in fee by the Company or over which the Company has adequate easements. The Company has title good and sufficient for the purposes for which such properties or easements are held by the Company, subject only to Permitted Exceptions, to minor defects in title that are curable by the exercise of the Company’s right of eminent domain and to additional liens of record, in the aggregate not material to the financial condition of the Company, which liens are capable of being satisfied if necessary by the payment of money.
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(xxv) The manner in which the Mortgaged Property (as defined below) and the Company’s properties and assets are described in the granting clauses of the Indenture is adequate for the purpose of subjecting the same to the lien of the Indenture.
(xxvi) The Company has not distributed and, prior to the later to occur of the Closing Date and completion of the distribution of the Bonds, will not distribute any offering material in connection with the offering and sale of the Bonds other than the Registration Statement, any Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus set forth on Schedule II hereto.
(xxvii) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company (a) is, or is controlled or 50% or more owned by or is acting on behalf of, an individual or entity that is currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or enforced by His Majesty’s Treasury) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (b) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory, without limitation, Cuba, Iran, North Korea, Russia, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region, and the non-government controlled areas of the Kherson and Zaporizhzhia Regions of Ukraine, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (c) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).
(xxviii) The Company (a) is not under investigation by any governmental body for, and has not been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (b) has not been assessed civil penalties under any Anti-Money Laundering Laws and (c) has not had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law), to ensure it is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.
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(xxix) Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company is aware of or has taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and the Company has instituted and maintains policies and procedures to ensure compliance therewith. No part of the proceeds of the offering of the Bonds hereunder will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or any similar law of any other relevant jurisdiction, or the rules or regulations thereunder.
(xxx) (a) Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (1) there has been no security breach or other compromise of or relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including, to the knowledge of the Company after due inquiry, the data in the possession of the Company related to its respective customers, employees, suppliers and vendors), equipment or technology (collectively, “IT Systems and Data”), (2) the Company has not been notified of, and has no knowledge of, any event or condition that would reasonably be expected to result in any security breach or other compromise to its IT Systems and Data and (3) the Company is in compliance in all material respects with all applicable statutes, governmental regulations and standards, contractual obligations and internal policies relating to the security of IT Systems and Data and to the protection of IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of clause (1) or (2) above, individually or in the aggregate, have a material adverse effect on the Company; and (b) the Company has implemented backup and disaster recovery technology consistent in all material respects with general industry standards and practices.
Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Bonds shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
(b) Each Underwriter hereby agrees that, except for one or more term sheets containing the information set forth in Exhibit A to Schedule II hereto, it will not use, authorize use of, refer to, or participate in the use of, any “free writing prospectus”, as defined in Rule 405 of the Rules and Regulations (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference in the Registration Statement and any press release issued by the Company) other than (i) one or more term sheets relating to the Bonds which are not Issuer Free Writing Prospectuses and which contain preliminary terms of the Bonds and related customary information, (ii) a free writing prospectus that is not required to be filed with the Commission, (iii) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) of the Rules and Regulations) that was not included (including through incorporation by reference) in any Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (iv) any Issuer Free Writing Prospectus prepared pursuant to Section 7(c) hereof, or (v) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing.
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4. Terms of Public Offering. The Company is advised by the Underwriters that they have made a public offering of the Bonds on the date of this Agreement. The terms of the public offering of the Bonds are set forth in the Pricing Disclosure Package.
5. Payment and Delivery. Except as otherwise provided in this Section 5, payment for the Bonds shall be made to the Company in Federal or other funds immediately available at the time (the “Closing Date”) and place set forth in Schedule III hereto, upon delivery to the Representatives of the Bonds, in fully registered global form registered in the name of Cede & Co., for the respective accounts of the several Underwriters of the Bonds registered in such names and in such denominations as the Representatives shall request in writing not less than the business day immediately preceding the date of delivery, with any transfer taxes payable in connection with the transfer of the Bonds to the Underwriters duly paid. Delivery of the Bonds shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.
6. Conditions to the Underwriters’ Obligations. The obligations of the Underwriters are subject to the following conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i) there shall not have occurred any downgrading or withdrawal, nor shall any notice have been given of any intended or potential downgrading or withdrawal or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act;
(ii) any Preliminary Prospectus and the Prospectus shall have been timely filed with the Commission in accordance with Section 7(b) hereof; the Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding for such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or Prospectus or otherwise shall have been complied with; and the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Rules and Regulations objecting to use of the automatic shelf registration statement form; and
(iii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company, from that set forth in the Pricing Disclosure Package that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Bonds on the terms and in the manner contemplated in the Pricing Disclosure Package and this Agreement.
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(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Sections 6(a)(i) and (ii) above and to the effect that (i) the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date and (ii) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that has not been so set forth. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c) At the Closing Date, the Bonds shall have at least the ratings specified in the Pricing Disclosure Package, and the Company shall have delivered to the Underwriters a letter, dated the Closing Date, from each relevant rating agency, or other evidence reasonably satisfactory to the Underwriters, confirming that the Bonds have been assigned such ratings;
(d) The Underwriters shall have received (i) from Ropes & Gray LLP, outside counsel to the Company, an opinion dated the Closing Date in the form attached hereto as Exhibit A, and (ii) from internal counsel to the Company, an opinion dated the Closing Date in the form attached hereto as Exhibit B. The Company shall have furnished to each such counsel such documents as they request for the purpose of enabling them to pass on such matters. The opinions of Counsel described in this Section 6(d) shall be rendered to the Underwriters at the request of the Company and shall so state therein.
(e) The Underwriters shall have received from Choate, Hall & Stewart LLP, special counsel for the Underwriters, an opinion dated the Closing Date and addressed to the Underwriters, with respect to such matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(f) The Underwriters shall have received on the date hereof and on the Closing Date, letters, the first dated the date hereof and the second dated the Closing Date, each in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference in the most recent Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus.
If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
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7. Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter as follows:
(a) To furnish the Representatives, without charge, one (1) signed copy of the Registration Statement (including exhibits thereto) and, for delivery to each other Underwriter, a conformed copy of the Registration Statement (without exhibits thereto) and to furnish the Representatives in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(e) hereof, as many copies of the Preliminary Prospectus, Prospectus, each Issuer Free Writing Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Representatives may reasonably request.
(b) To prepare the Prospectus in a form approved by the Representatives and to file the Preliminary Prospectus and the Prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b) of the Rules and Regulations, any event shall occur or condition exist as a result of which the Pricing Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the Pricing Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Pricing Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to the Underwriters in such quantities as the Representatives may reasonably request.
(c) If required by the Securities Act, to timely file with the Commission under the Securities Act each Issuer Free Writing Prospectus. The Company will prepare a pricing term sheet, substantially in the form of Exhibit A to Schedule II hereto, in a form approved by the Representatives and agrees to file such pricing term sheet pursuant to Rule 433(d) of the Rules and Regulations within the time required by such Rule and to file all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) of the Rules and Regulations.
(d) Before amending or supplementing the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus with respect to the Bonds, to furnish to the Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives reasonably object.
(e) If, during such period after the first date of the public offering of the Bonds as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered (including in such circumstances where such requirement can be satisfied pursuant to Rule 172 of the Rules and Regulations) in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Bonds may have been sold by the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law.
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(f) To endeavor to qualify the Bonds for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request; provided, however, that the Company shall not be required to qualify as a foreign corporation or to file a consent to service of process or to file annual reports or to comply with any other requirements deemed by the Company in its reasonable judgment to be unduly burdensome.
(g) Not to make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives.
(h) To retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses it uses or refers to; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance.
(i) To make generally available to the Company’s security holders, as soon as practicable, an earnings statement (which need not be audited) covering a period of at least twelve months beginning after the “effective date of the registration statement” within the meaning of Rule 158 of the Rules and Regulations, which earning statement shall be in such form, and be made generally available to security holders in such a manner, as to meet the requirements of the last paragraph of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.
(j) During the period beginning on the date of this Agreement and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any debt securities of the Company or warrants to purchase debt securities of the Company substantially similar to the Bonds (other than (i) the Bonds and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Representatives.
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(k) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Bonds under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Bonds to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky memorandum in connection with the offer and sale of the Bonds under state law and all expenses in connection with the qualification of the Bonds for offer and sale under state law as provided in Section 7(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters not to exceed $10,000 in connection with such qualification and in connection with the Blue Sky memorandum, (iv) the fees and disbursements of the Company’s accountants and the Trustee and its counsel, (v) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with any review and qualification of the offering of the Bonds by the Financial Industry Regulatory Authority, (vi) any fees charged by the rating agencies for the rating of the Bonds and (vii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and Contribution”, and clause (b) of Section 10 entitled “Defaulting Underwriters” hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel (except as set forth in this Section 7(k)), and any advertising expenses connected with any offers they may make.
(l) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and will use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act.
(m) The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Bonds.
(n) If the Supplemental Indenture is not recorded prior to the Closing Date, then (1) within 10 days after the Closing Date, the Company shall deliver the Supplemental Indenture in recordable form to the appropriate real estate recording office in all jurisdictions specified in such Supplemental Indenture for recording and deliver to the office of the Secretary of State of the State of Connecticut a UCC-1 financing statement relating to such Supplemental Indenture for filing in such office and (2) within twenty five (25) days after the Closing Date, the Company shall deliver to counsel to the Underwriters a certificate signed by an officer of the Company certifying that the actions required by the foregoing clause (1) have been taken. The Company shall further provide counsel to the Underwriters, as soon as it is available, a copy of the related opinion of counsel contemplated by Section 1614(a) of the Indenture. To the extent not covered by the opinion described in the previous sentence, the Company shall also provide counsel to the Underwriters, concurrently with the furnishing of such opinion, a list of the recording information for all such filings.
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(o) The Company will pay the applicable Commission filing fees relating to the Bonds within the time required by Rule 456(b)(1) of the Rules and Regulations without regard to the proviso thereof.
(p) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Bonds remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Bonds, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Bonds, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Bonds to continue as contemplated in the expired registration statement relating to the Bonds. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.
(q) If at any time when Bonds remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Rules and Regulations or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Bonds, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Bonds to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) of the Rules and Regulations notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
8. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities when and as incurred by them (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) that are based upon or arise out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Pricing Disclosure Package (as defined to include, as of the Applicable Time, the most recent Preliminary Prospectus, together with each Issuer Free Writing Prospectus listed on Schedule II hereto), any Issuer Free Writing Prospectus or in any amendment or supplement thereto, or any “issuer information” (as defined in Rule 433 of the Rules and Regulations) contained in any free writing prospectus, so long as the Company consented in writing to such free writing prospectus prior to its first use or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, which information consists solely of the information specified in Section 8(g) hereof.
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(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or in any amendments or supplements thereto, which information is limited to the information set forth in Section 8(g) hereof.
(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either Section 8(a) or 8(b) hereof, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing (but the omission so to notify the indemnifying party under this subsection shall not relieve it from any liability which it otherwise might have to an indemnified party otherwise than under this subsection) and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel within a reasonable period of time after the request by the indemnified party to do so. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section 8(a) hereof, and by the Company, in the case of parties indemnified pursuant to Section 8(b) hereof. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.
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(d) To the extent the indemnification provided for in Section 8(a) or 8(b) hereof is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Bonds or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of each indemnifying party on the one hand and each indemnified party on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Bonds shall be deemed to be in the same respective proportions as the net proceeds from the offering of such Bonds (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate public offering price of the Bonds. The relative fault of each indemnifying party on the one hand and each indemnified party on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amounts of Bonds they have purchased hereunder, and not joint.
(e) The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d) hereof. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
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(f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Bonds.
(g) The Underwriters severally confirm and the Company acknowledges and agrees that the statements (i) regarding delivery of the Bonds by the Underwriters set forth in the last paragraph of text on the cover page, (ii) in the fourth and fifth paragraphs of text under the caption “Underwriting” and (iii) in the second, third and fourth sentences of the third paragraph of text under the caption “Underwriting” of the most recent Preliminary Prospectus and the Prospectus are correct and constitute the only information concerning such Underwriter furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement, any Preliminary Prospectus, the Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or in any amendment or supplement thereto.
9. Termination. This Agreement shall be subject to termination by notice given by the Representatives to the Company, if (a) after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the Nasdaq Stock Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade or there shall have been established by any of such exchanges or by the Commission or by any federal or state agency or by the decision of any court, any general limitation on prices for such trading or any general restrictions on the distribution of securities, (ii) trading of any securities of the Company or Eversource Energy shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, (iv) there shall have occurred any (A) outbreak of hostilities affecting the United States, or (B) other national or international calamity or crisis, or any material adverse change in financial, political or economic conditions affecting the United States, including, but not limited to, an escalation of hostilities that existed prior to the date of this Agreement, or (v) there shall have occurred any material disruption in commercial banking, securities settlement or clearance services and (b) in the case of any of the events specified in clauses 9(a)(i) through 9(a)(v), such event, singly or together with any other such event, makes it impracticable or inadvisable, in the sole judgment of the Representatives, to proceed with the offer, sale or delivery of the Bonds on the terms and in the manner contemplated in the most recent Preliminary Prospectus or the Prospectus.
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10. Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Bonds set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of such Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Bonds of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of such Bonds set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of such Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of the Bonds that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Bonds without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Bonds and the aggregate amount of such Bonds with respect to which such default occurs is more than one tenth of the aggregate amount of such Bonds to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Bonds are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.
11. No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Bonds or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Bonds, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial and based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.
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12. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Bonds. The provisions of Sections 8 and 10(b) hereof shall survive the termination or cancellation of this Agreement.
13. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, delivered or telefaxed to BofA Securities, Inc., 114 West 47th Street, NY8-114-07-01, New York, New York 10036, Attention: High Grade Transaction Management/Legal, Facsimile No.: (212) 901-7881, email: dg.hg_ua_notices@bofa.com; BNY Mellon Capital Markets, LLC, 240 Greenwich Street 3W, New York, New York 10286, Facsimile No.: (212) 815-6403; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department, Facsimile No.: (212) 902-9316; Mizuho Securities USA LLC, 1271 Avenue of the Americas, New York, NY 10020, Facsimile No.: (212) 205-7812, Attention: Debt Capital Markets Desk; TD Securities (USA) LLC, 1 Vanderbilt Avenue, 11th Floor, New York, New York 10017, Attention: Transaction Advisory Email: ustransactionadvisory@tdsecurities.com; and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Email: tmgcapitalmarkets@wellsfargo.com, Attention: Transaction Management; or, if sent to the Company, will be mailed, delivered or telefaxed to The Connecticut Light and Power Company doing business as Eversource Energy, c/o Eversource Energy Service Company, 247 Station Drive, Westwood, Massachusetts 02090, Facsimile No.: (781) 441-3086, Attention: Assistant Treasurer, Corporate Finance and Cash Management; with a copy to the Executive Vice President and General Counsel at 56 Prospect Street, Hartford, Connecticut 06103.
14. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
15. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
16. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
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17. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
18. USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
19. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 19, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature pages follow.]
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Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below.
| Very truly yours, | ||
| THE CONNECTICUT LIGHT AND POWER COMPANY, doing business as EVERSOURCE ENERGY | ||
| By: | /s/ Emilie G. O’Neil | |
| Emilie G. O’Neil | ||
| Assistant Treasurer-Corporate Finance and Cash Management | ||
[Underwriting Agreement – The Connecticut Light and Power Company]
Accepted and Agreed:
| BOFA SECURITIES, INC. | ||
| By: | /s/ David Mikula | |
| Name: David Mikula | ||
| Title: Managing Director | ||
| BNY MELLON CAPITAL MARKETS, LLC | ||
| By: | /s/ Dan Klinger | |
| Name: Dan Klinger | ||
| Title: MD | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Kevin Dirkse | |
| Name: Kevin Dirkse | ||
| Title: Managing Director | ||
| MIZUHO SECURITIES USA LLC | ||
| By: | /s/ W. Scott Trachsel | |
| Name: W. Scott Trachsel | ||
| Title: Managing Director | ||
| TD SECURITIES (usa) llc | ||
| By: | /s/ Luiz Lanfredi | |
| Name: Luiz Lanfredi | ||
| Title: Director | ||
| WELLS FARGO SECURITIES, LLC | ||
| By: | /s/ Carolyn Hurley | |
| Name: Carolyn Hurley | ||
| Title: Managing Director | ||
[Underwriting Agreement – The Connecticut Light and Power Company]
SCHEDULE I
4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029
| Underwriters | Principal Amount of Bonds | |||
| BofA Securities, Inc. | $ | 54,600,000 | ||
| BNY Mellon Capital Markets, LLC | $ | 54,600,000 | ||
| Goldman Sachs & Co. LLC | $ | 54,600,000 | ||
| Mizuho Securities USA LLC | $ | 54,600,000 | ||
| TD Securities (USA) LLC | $ | 54,600,000 | ||
| Wells Fargo Securities, LLC | $ | 54,600,000 | ||
| Samuel A. Ramirez & Company, Inc. | $ | 11,200,000 | ||
| Siebert Williams Shank & Co., LLC | $ | 11,200,000 | ||
| Total | $ | 350,000,000 | ||
SCHEDULE II
Complete list of all Issuer Free Writing Prospectuses used in connection with the offering
of the Bonds
1. Term sheet, dated January 16, 2024, attached as Exhibit A to this Schedule II.
Exhibit A to Schedule II
Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-264278-03
January 16, 2024
The Connecticut Light and Power Company
doing business as Eversource Energy
Pricing Term Sheet
| |
| Issuer: | The Connecticut Light and Power Company doing business as Eversource Energy |
| Security: | $350,000,000 4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029 |
| Principal Amount: | $350,000,000 |
| Maturity Date: | January 1, 2029 |
| Coupon: | 4.65% |
| Benchmark Treasury: | 3.750% due December 31, 2028 |
| Benchmark Treasury Price / Yield: | 99-03 ¾ / 3.948% |
| Spread to Benchmark Treasury: | 75 basis points |
| Yield to Maturity: | 4.698% |
| Price to Public: | 99.793% of the principal amount |
| Interest Payment Dates: | Semi-annually in arrears on January 1 and July 1 of each year, commencing on July 1, 2024 |
| Optional Redemption Provisions: | Make-whole call at any time prior to December 1, 2028 (one month prior to the Maturity Date) at a discount rate of Treasury plus 15 basis points and on or after such date at par |
| Trade Date: | January 16, 2024 |
| Settlement Date*: | January 23, 2024 (T+5) |
| CUSIP / ISIN: | 207597 ER2 / US207597ER21 |
| Expected Ratings**: | A1 (Moody’s); A+ (S&P); A+ (Fitch) |
| Joint Book-Running Managers: | BofA Securities, Inc. |
BNY Mellon Capital Markets, LLC Goldman Sachs & Co. LLC Mizuho Securities USA LLC TD Securities (USA) LLC Wells Fargo Securities, LLC | |
| Co-Managers: | Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC |
* Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the 2024 Series A Bonds in the secondary market prior to the date that is two business days before the settlement date will be required, by virtue of the fact that the 2024 Series A Bonds will initially settle T+5 (on January 23, 2024) to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of 2024 Series A Bonds who wish to trade 2024 Series A Bonds prior to the date that is two business days before the settlement date should consult their own advisors.
** Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus (as supplemented) in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus (as supplemented) if you request it by calling BofA Securities, Inc. toll-free at (800) 294-1322 or by email at dg.prospectus_requests@bofa.com; BNY Mellon Capital Markets, LLC; Goldman Sachs & Co. LLC toll-free at (866) 471-2526; Mizuho Securities USA LLC toll-free at (866) 271-7403; TD Securities (USA) LLC toll-free at (855) 495-9846; or Wells Fargo Securities, LLC toll-free at (800) 645-3751.
SCHEDULE III
Closing Date and Location:
10:00 a.m., New York time
January 23, 2024
Choate, Hall & Stewart LLP
Two International Place
Boston, Massachusetts 02110
| Purchase Price for the Bonds: | 99.193% of the principal amount thereof |
Exhibit 4.1
SUPPLEMENTAL INDENTURE
Dated as of January 1, 2024
To
Indenture of Mortgage and Deed of Trust
Dated as of May 1, 1921
as Amended and Restated
as of April 7, 2005
THE CONNECTICUT LIGHT AND POWER COMPANY
doing business as EVERSOURCE ENERGY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
(f/k/a BANKERS TRUST COMPANY),
Trustee
4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029
THE CONNECTICUT LIGHT AND POWER COMPANY
doing business as EVERSOURCE ENERGY
Supplemental Indenture, Dated as of January 1, 2024
Table of Contents
| Page | ||
| Parties | 1 | |
| Recitals | 1 | |
| Granting Clauses | 2 | |
| Habendum | 3 | |
| Grant in Trust | 3 | |
| ARTICLE 1. | FORM AND PROVISIONS OF BONDS OF 2024 SERIES A | 3 |
| Section 1.01. | Designation; Amount | 3 |
| Section 1.02. | Form of Bonds of 2024 Series A | 4 |
| Section 1.03. | Provisions of Bonds of 2024 Series A; Interest Accrual | 4 |
| Section 1.04. | Transfer and Exchange of Bonds of 2024 Series A | 5 |
| Section 1.05. | Consent to Amendment and Restatement of Mortgage Indenture | 5 |
| ARTICLE 2. | REDEMPTION OF BONDS OF 2024 SERIES A | 5 |
| Section 2.01. | Redemption of Bonds of 2024 Series A | 5 |
| Section 2.02. | Definitions Applicable to Redemption Provisions | 6 |
| ARTICLE 3. | AMENDMENT OF MORTGAGE INDENTURE | 8 |
| Section 3.01. | Amendment to Section 1606 of the Mortgage Indenture | 8 |
| Section 3.02. | Applicability of Amendment to Mortgage Indenture | 8 |
| ARTICLE 4. | MISCELLANEOUS | 8 |
| Section 4.01. | Benefits of Supplemental Indenture and Bonds of 2024 Series A | 8 |
| Section 4.02. | Effect of Table of Contents and Headings | 8 |
| Section 4.03. | Counterparts | 8 |
| Testimonium | 9 | |
| Signatures | 10 | |
| Acknowledgements | 10 | |
SCHEDULE A - Form of Bond of 2024 Series A, Form of Trustee’s Certificate
SCHEDULE B - Property Subject to the Lien of the Mortgage
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SUPPLEMENTAL INDENTURE, dated as of January 1, 2024, between THE CONNECTICUT LIGHT AND POWER COMPANY, doing business as Eversource Energy, a corporation organized and existing under the laws of the State of Connecticut (hereinafter called “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a BANKERS TRUST COMPANY), a corporation organized and existing under the laws of the State of New York (hereinafter called “Trustee”).
WHEREAS, the Company heretofore duly executed, acknowledged and delivered to the Trustee a certain Indenture of Mortgage and Deed of Trust dated as of May 1, 1921, and ninety-two Supplemental Indentures thereto dated respectively as of May 1, 1921, February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932, July 1, 1935, September 1, 1936, October 20, 1936, December 1, 1936, December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1, 1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958, February 1, 1960, April 1, 1961, September 1, 1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1, 1981, June 30, 1982, October 1, 1982, July 1, 1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1, 1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1, 1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1, 1993, July 1, 1993, December 1, 1993, February 1, 1994, February 1, 1994, June 1, 1994, October 1, 1994, June 1, 1996, January 1, 1997, May 1, 1997, June 1, 1997, June 1, 1997, May 1, 1998, May 1, 1998, September 1, 2004, September 1, 2004, April 1, 2005, June 1, 2006, March 1, 2007, September 1, 2007, May 1, 2008, February 1, 2009, October 1, 2011, January 1, 2013, April 1, 2014, May 1, 2015, November 1, 2015, March 1, 2017, August 1, 2017, March 1, 2018, March 1, 2019, September 1, 2019, December 1, 2020, June 1, 2021, January 1, 2023 and July 1, 2023 (said Indenture of Mortgage and Deed of Trust (i) as heretofore amended, including as amended and restated in its entirety on April 7, 2005, being hereinafter generally called the “Mortgage Indenture,” and (ii) together with said Supplemental Indentures thereto, the “Mortgage”), all of which have been duly recorded as required by law, for the purpose of securing its First and Refunding Mortgage Bonds (of which $4,619,845,000 aggregate principal amount are outstanding at the date of this Supplemental Indenture) in an unlimited amount, issued and to be issued for the purposes and in the manner therein provided, of which Mortgage this Supplemental Indenture is intended to be made a part, as fully as if therein recited at length;
WHEREAS, the Company, by appropriate and sufficient corporate action in conformity with the provisions of the Mortgage, has duly determined to create a further series of bonds under the Mortgage to be designated “4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029” (hereinafter generally referred to as the “bonds of 2024 Series A”), to consist of fully registered bonds containing terms and provisions duly fixed and determined by the Board of Directors of the Company and expressed in this Supplemental Indenture, such fully registered bonds and the Trustee’s certificate of its authentication thereof to be substantially in the forms thereof respectively set forth in Schedule A appended hereto and made a part hereof; and
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WHEREAS, the execution and delivery of this Supplemental Indenture and the issue of not in excess initially of Three Hundred Fifty Million Dollars ($350,000,000) in aggregate principal amount of bonds of 2024 Series A and other necessary actions have been duly authorized by the Board of Directors of the Company; and
WHEREAS, the Company has purchased, constructed or otherwise acquired certain additional property not specifically described in the Mortgage but which is and is intended to be subject to the lien thereof, and proposes specifically to subject such additional property to the lien of the Indenture at this time; and
WHEREAS, the Company proposes to execute and deliver this Supplemental Indenture to provide for the issue of the bonds of 2024 Series A, to subject such additional property to the lien of the Mortgage and to confirm the lien of the Mortgage on the Property referred to below, all as permitted by Sections 401 and 1301(d) and (f) of the Mortgage Indenture; and
WHEREAS, all acts and things necessary to constitute this Supplemental Indenture a valid, binding and legal instrument and to make the bonds of 2024 Series A, when executed by the Company and authenticated by the Trustee, the valid, binding and legal obligations of the Company have been authorized and performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED OF TRUST WITNESSETH:
That in order to secure the payment of the principal of and interest on all bonds issued and to be issued under the Mortgage, according to their tenor and effect, and according to the terms of the Mortgage and this Supplemental Indenture, and to secure the performance of the covenants and obligations in said bonds and in the Mortgage and this Supplemental Indenture respectively contained, and for the better assuring and confirming unto the Trustee, its successor or successors and its or their assigns, upon the trusts and for the purposes expressed in the Mortgage and this Supplemental Indenture, all and singular the hereditaments, premises, estates and property of the Company thereby conveyed or assigned or intended so to be, or which the Company may thereafter have become bound to convey or assign to the Trustee, as security for said bonds (except such hereditaments, premises, estates and property as shall have been disposed of or released or withdrawn from the lien of the Mortgage and this Supplemental Indenture, in accordance with the provisions thereof and subject to alterations, modifications and changes in said hereditaments, premises, estates and property as permitted under the provisions thereof), the Company, for and in consideration of the premises and the sum of One Dollar ($1.00) to it in hand paid by the Trustee, the receipt whereof is hereby acknowledged, and of other valuable considerations, has granted, bargained, sold, assigned, mortgaged, pledged, transferred, set over, aliened, enfeoffed, released, conveyed and confirmed, and by these presents does grant, bargain, sell, assign, mortgage, pledge, transfer, set over, alien, enfeoff, release, convey and confirm unto said Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Trustee, and its successor or successors in the trusts created by the Mortgage and this Supplemental Indenture, and its and their assigns, all of said hereditaments, premises, estates and property (except and subject as aforesaid), as fully as though described at length herein, including, without limitation of the foregoing, the property, rights and privileges of the Company described or referred to in Schedule B hereto.
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Together with all plants, buildings, structures, improvements and machinery located upon said real estate or any portion thereof, and all rights, privileges and easements of every kind and nature appurtenant thereto, and all and singular the tenements, hereditaments and appurtenances belonging to the real estate or any part thereof described or referred to in Schedule B or intended so to be, or in any wise appertaining thereto, and the reversions, remainders, rents, issues and profits thereof, and also all the estate, right, title, interest, property, possession, claim and demand whatsoever, as well in law as in equity, of the Company, of, in and to the same and any and every part thereof, with the appurtenances; except and subject as aforesaid.
TO HAVE AND TO HOLD all and singular the property, rights and privileges hereby granted or mentioned or intended so to be, together with all and singular the reversions, remainders, rents, revenues, income, issues and profits, privileges and appurtenances, now or hereafter belonging or in any way appertaining thereto, unto the Trustee and its successor or successors in the trust created by the Mortgage and this Supplemental Indenture, and its and their assigns, forever, and with like effect as if the above described property, rights and privileges had been specifically described at length in the Mortgage and this Supplemental Indenture.
Subject, however, to Permitted Liens, as defined in the Mortgage Indenture.
IN TRUST, NEVERTHELESS, upon the terms and trusts of the Mortgage and this Supplemental Indenture for those who shall hold the bonds and coupons issued and to be issued thereunder, or any of them, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason of priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions in reference to extended, transferred or pledged coupons and claims for interest set forth in the Mortgage and this Supplemental Indenture (and subject to any sinking fund that may heretofore have been or hereafter be created for the benefit of any particular series).
And it is hereby covenanted that all such bonds of 2024 Series A are to be issued, authenticated and delivered, and that the mortgaged premises are to be held by the Trustee, upon and subject to the trusts, covenants, provisions and conditions and for the uses and purposes set forth in the Mortgage and this Supplemental Indenture and upon and subject to the further covenants, provisions and conditions and for the uses and purposes hereinafter set forth, as follows, to wit:
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF 2024 SERIES A
SECTION 1.01. Designation; Amount. The bonds of 2024 Series A shall be designated “4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029” and shall initially be authenticated in the aggregate principal amount of Three Hundred Fifty Million Dollars ($350,000,000). The initial issue of the bonds of 2024 Series A may be effected upon compliance with the applicable provisions of the Mortgage Indenture. Additional bonds of 2024 Series A, without limitation as to amount, having the same terms and conditions as the bonds of 2024 Series A (except for the date of original issuance, the offering price and, if applicable, the initial interest payment date) may also be issued by the Company without the consent of the holders of the bonds of 2024 Series A, pursuant to a separate supplemental indenture related thereto. Such additional bonds of 2024 Series A shall be part of the same series as the bonds of 2024 Series A.
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SECTION 1.02. Form of Bonds of 2024 Series A. The bonds of 2024 Series A shall be issued only in fully registered form without coupons in minimum denominations of Two Thousand Dollars ($2,000) and integral multiples of One Thousand Dollars ($1,000) thereafter.
The bonds of 2024 Series A and the certificate of the Trustee upon said bonds shall be substantially in the forms thereof respectively set forth in Schedule A appended hereto.
SECTION 1.03. Provisions of Bonds of 2024 Series A; Interest Accrual. The bonds of 2024 Series A shall mature on January 1, 2029, and shall bear interest, including on overdue interest, payable semiannually on January 1 and July 1 of each year, commencing July 1, 2024, at the rate specified in their title, until the Company’s obligation in respect of the principal thereof shall be discharged; and shall be payable both as to principal and interest at the office or agency of the Company in the Borough of Manhattan, New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The interest on the bonds of 2024 Series A, whether in temporary or definitive form, shall be payable without presentation of such bonds; and only to or upon the written order of the registered holders thereof of record at the applicable record date (as hereinafter defined). The bonds of 2024 Series A shall be callable for redemption in whole or in part according to the terms and provisions herein in Article 2.
Each bond of 2024 Series A authenticated in accordance with the terms of this Supplemental Indenture shall be dated as of January 23, 2024 and shall bear interest on the principal amount thereof from the interest payment date next preceding the date of authentication thereof by the Trustee to which interest has been paid on the bonds of 2024 Series A, or if the date of authentication thereof is prior to July 1, 2024, then from January 23, 2024, or if the date of authentication thereof be an interest payment date to which interest is being paid or a date between the record date for any such interest payment date and such interest payment date, then from such interest payment date. Interest on the bonds of 2024 Series A shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and with respect to any period less than a full month, on the basis of the actual number of days elapsed in such period.
The person in whose name any bond of 2024 Series A is registered at the close of business on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such bond upon any registration of transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except that if and to the extent the Company shall default in the payment of the interest due on such interest payment date, then such defaulted interest shall be paid to the person in whose name such bond is registered on a subsequent record date for the payment of defaulted interest if one shall have been established as hereinafter provided and otherwise on the date of payment of such defaulted interest. A subsequent record date may be established by the Company by notice mailed to the owners of bonds of 2024 Series A not less than ten (10) days preceding such record date, which record date shall not be more than thirty (30) days prior to the subsequent interest payment date. The term “record date” as used in this Section with respect to any regular interest payment (i.e., January 1 or July 1) shall mean the December 15 or June 15, as the case may be, next preceding such interest payment date, or if such December 15 or June 15 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, New York, New York are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close.
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SECTION 1.04. Transfer and Exchange of Bonds of 2024 Series A The bonds of 2024 Series A may be surrendered for registration of transfer as provided in Section 305 of the Mortgage Indenture at the office or agency of the Company in the Borough of Manhattan, New York, New York, and may be surrendered at said office for exchange for a like aggregate principal amount of bonds of 2024 Series A of other authorized denominations. Notwithstanding the provisions of Section 305 of the Mortgage Indenture, no charge, except for taxes or other governmental charges, shall be made by the Company for any registration of transfer of bonds of 2024 Series A or for the exchange of any bonds of 2024 Series A for bonds of other authorized denominations.
SECTION 1.05. Consent to Amendment and Restatement of Mortgage Indenture. Each holder of a bond of 2024 Series A, solely by virtue of its acquisition thereof, including as an owner of a book-entry interest therein, shall have and be deemed to have consented, without the need for any further action or consent by such holder, to the amendment and restatement of the Mortgage Indenture in the form set forth in Schedule C to the Supplemental Indenture dated as of April 1, 2005.
ARTICLE 2.
REDEMPTION OF BONDS OF 2024 SERIES A
SECTION 2.01. Redemption of Bonds of 2024 Series A. Prior to the Par Call Date, the Company may redeem the bonds of 2024 Series A at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount of the bonds of 2024 Series A to be redeemed and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the bonds of 2024 Series A discounted to the redemption date (assuming the bonds of 2024 Series A matured on the Par Call Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, or
(2) 100% of the principal amount of the bonds of 2024 Series A being redeemed,
plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after the Par Call Date the Company may redeem the bonds of 2024 Series A at its option in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the bonds of 2024 Series A being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
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SECTION 2.02. Definitions Applicable to Redemption Provisions. The terms which follow, when used in this Supplemental Indenture, shall have the following meanings:
“Par Call Date” means December 1, 2028 (the date that is one month prior to the maturity date of the bonds of 2024 Series A).
“Treasury Rate” means, with respect to any redemption date, the rate per annum determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date, and one with a maturity date following the Par Call Date the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
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The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility to calculate the redemption price.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of bonds of 2024 Series A to be redeemed.
In the case of a partial redemption, selection of the bonds of 2024 Series A for redemption will be made by lot or pursuant to the applicable depositary’s procedures. No bonds of a principal amount of $2,000 or less will be redeemed in part. If any bond of 2024 Series A is to be redeemed in part only, the notice of redemption that relates to the bonds of 2024 Series A will state the portion of the principal amount of the bond of 2024 Series A to be redeemed. A new bond of 2024 Series A in a principal amount equal to the unredeemed portion of such bond of 2024 Series A will be issued in the name of the holder of the bond of 2024 Series A upon surrender for cancellation of the original bond of 2024 Series A. For so long as the bonds of 2024 Series A are held by DTC (or another depositary), the redemption of the bonds of 2024 Series A shall be done in accordance with the policies and procedures of the depositary.
On and after the redemption date interest will cease to accrue on the bonds of 2024 Series A or portions thereof called for redemption. Prior to any redemption date, the Company is required to deposit with a paying agent money sufficient to pay the redemption price of and accrued interest on the bonds of 2024 Series A to be redeemed on such date.
Any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of a related transaction or event, as the case may be, and any notice of redemption made in connection with a related transaction or event may, at the Company’s discretion, be given prior to the completion or the occurrence thereof. If such redemption is subject to satisfaction of one or more conditions precedent, such notice will describe each such condition, and if applicable, will state that, at the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Company in its sole discretion), or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date as so delayed, or that such notice may be rescinded at any time in the Company’s discretion if in its good faith judgment any or all of such conditions will not be satisfied. If any such condition precedent has not been satisfied, the Company shall provide written notice prior to the close of business on the business day immediately prior to the redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded or delayed, and the redemption of the bonds of 2024 Series A shall be rescinded or delayed as provided in such notice.
7
ARTICLE 3.
AMENDMENT OF MORTGAGE INDENTURE
SECTION 3.01. Amendment to Section 1606 of the Mortgage Indenture. Section 1606 of the Mortgage Indenture is hereby amended by deleting clause (iv) of Section 1606(a) in its entirety and replacing it with the following clause (iv):
“ (iv) an Opinion of Counsel to the effect that the certificates and other instruments which have been or are therewith delivered to the Trustee conform to the requirements of this Mortgage, and that all conditions precedent herein provided for relating to such withdrawal have been complied with.”
SECTION 3.02. Applicability of Amendment to Mortgage Indenture. Except as provided in Section 3.01 hereof, each and every term and condition contained in this Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Mortgage Indenture shall apply only to the bonds of 2024 Series A and not to any other Securities under the Mortgage Indenture. Except as specifically amended and supplemented by, or to the extent inconsistent with this Supplemental Indenture, the Mortgage Indenture shall remain in full force and effect and is hereby ratified and confirmed.
ARTICLE 4.
MISCELLANEOUS
SECTION 4.01. Benefits of Supplemental Indenture and Bonds of 2024 Series A. Nothing in this Supplemental Indenture, or in the bonds of 2024 Series A, expressed or implied, is intended to or shall be construed to give to any person or corporation other than the Company, the Trustee and the holders of the bonds and interest obligations secured by the Mortgage and this Supplemental Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or of any covenant, condition or provision herein contained. All the covenants, conditions and provisions hereof are and shall be for the sole and exclusive benefit of the Company, the Trustee and the holders of the bonds and interest obligations secured by the Mortgage and this Supplemental Indenture.
SECTION 4.02. Effect of Table of Contents and Headings. The table of contents and the description headings of the several Articles and Sections of this Supplemental Indenture are inserted for convenience of reference only and are not to be taken to be any part of this Supplemental Indenture or to control or affect the meaning, construction or effect of the same.
SECTION 4.03. Counterparts. For the purpose of facilitating the recording hereof, this Supplemental Indenture may be executed in any number of counterparts, each of which shall be and shall be taken to be an original and all collectively but one instrument.
8
IN WITNESS WHEREOF, The Connecticut Light and Power Company, doing business as Eversource Energy, has caused these presents to be executed by its Assistant Treasurer-Corporate Finance and Cash Management and its corporate seal to be hereunto affixed, duly attested by its Secretary, and Deutsche Bank Trust Company Americas has caused these presents to be executed and its corporate seal to be hereunto affixed by Deutsche Bank National Trust Company, its authorized signatory, by a Vice President and an Assistant Vice President, duly attested by a Vice President, as of the day and year first above written.
[The remainder of this page left blank intentionally; signature pages follow.]
9
| Attest: | THE CONNECTICUT LIGHT AND POWER COMPANY doing business as EVERSOURCE ENERGY | ||
| /s/ Florence J. Iacono | By: | /s/ Emilie G. O’Neil | |
| Florence J. Iacono Secretary |
Emilie G. O’Neil Assistant Treasurer-Corporate Finance and Cash Management | ||
| (SEAL) | Signed, sealed and delivered in the presence of: | ||
| /s/ Sean O’Neil | |||
| /s/ Samantha Popkin | |||
10
| COMMONWEALTH OF MASSACHUSETTS | ) |
| ) ss.: BOSTON |
| COUNTY OF Suffolk | ) |
On this 20th day of December, 2023, before the undersigned officer, personally appeared Emilie G. O’Neil and Florence J. Iacono who acknowledged themselves to be the Assistant Treasurer–Corporate Finance and Cash Management, and the Secretary, respectively, of THE CONNECTICUT LIGHT AND POWER COMPANY, doing business as EVERSOURCE ENERGY, a Connecticut corporation, and that they, as such Assistant Treasurer-Corporate Finance and Cash Management, and such Secretary, being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by themselves as the Assistant Treasurer-Corporate Finance and Cash Management, and the Secretary, and as their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
| /s/ Florence J. Iacono | |
| Notary Public | |
| My commission expires: January 11, 2030. | |
| (SEAL) |
11
| Attest: | DEUTSCHE BANK TRUST COMPANY AMERICAS f/k/a BANKERS TRUST COMPANY, TRUSTEE | ||
| /s/ Yuri Tanaka | By: | /s/ Irina Golovashchuk | |
| Name: Yuri Tanaka | |||
| Title: Assistant Vice President | |||
| By: | /s/ Joseph Denno | ||
| (SEAL) | Signed, sealed and delivered in the presence of: | |
| /s/ Gabby Nixon | ||
| /s/ Paul Jeanbart | ||
12
| STATE OF NEW york | ) |
| ) ss.: |
| COUNTY OF new York | ) |
On this 18th day of December, 2023, before the undersigned officer, personally appeared Irina Golovashchuk and Joseph Denno, acknowledged themselves to be VPS, as authorized signatory for DEUTSCHE BANK TRUST COMPANY AMERICAS f/k/a BANKERS TRUST COMPANY, a corporation, and that they, as officers, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves as VP, and as their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
| /s/ Annie Jaghatspanyan | |
| Notary Public My commission expires: September 3, 2027. | |
| (SEAL) |
13
SCHEDULE A
[FORM OF BOND OF 2024 SERIES A]
CUSIP No. 207597 ER2
| No. 1 | $350,000,000 |
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE MORTGAGE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE MORTGAGE AND HEREIN, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
Unless this Global Security is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to The Connecticut Light and Power Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THE CONNECTICUT LIGHT AND POWER COMPANY
doing business as EVERSOURCE ENERGY
Incorporated under the Laws of the State of Connecticut
4.65% FIRST AND REFUNDING MORTGAGE BOND, 2024 SERIES A,
DUE 2029
PRINCIPAL DUE January 1, 2029
FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER COMPANY, doing business as EVERSOURCE ENERGY, a corporation organized and existing under the laws of the State of Connecticut (hereinafter called the Company), hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Three Hundred Fifty Million Dollars ($350,000,000), on January 1, 2029 and to pay interest, including overdue interest, on said sum, semiannually in arrears on January 1 and July 1 of each year, commencing July 1, 2024 until the Company’s obligation with respect to said principal sum shall be discharged, at the rate per annum specified in the title of this bond from the interest payment date next preceding the date of authentication hereof to which interest has been paid on the bonds of this series, or if the date of authentication thereof is prior to July 1, 2024, then from January 23, 2024, or if the date of authentication hereof is an interest payment date to which interest is being paid or a date between the record date for any such interest payment date and such interest payment date, then from such interest payment date. Both principal and interest shall be payable at the office or agency of the Company in the Borough of Manhattan, New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.
A-1
Interest on the bonds of 2024 Series A shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and with respect to any period less than a full month, on the basis of the actual number of days elapsed for such period.
Each installment of interest hereon (other than overdue interest) shall be payable to the person who shall be the registered owner of this bond at the close of business on the record date, which shall be the December 15 or June 15, as the case may be, next preceding the interest payment date, or, if such December 15 or June 15 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, New York, New York, are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close.
Reference is hereby made to the further provisions of this bond set forth on the reverse hereof, including without limitation provisions in regard to the call and redemption and the registration of transfer and exchangeability of this bond, and such further provisions shall for all purposes have the same effect as though fully set forth in this place.
This bond shall not become or be valid or obligatory until the certificate of authentication hereon shall have been signed by Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company and hereinafter with its successors as defined in the Mortgage hereinafter referred to, generally called the Trustee), or by such a successor.
A-2
IN WITNESS WHEREOF, The Connecticut Light and Power Company, doing business as Eversource Energy, has caused this bond to be executed in its corporate name and on its behalf by its Assistant Treasurer-Corporate Finance and Cash Management by her signature or a facsimile thereof, and its corporate seal to be affixed or imprinted hereon and attested by the manual or facsimile signature of its Secretary.
Dated as of January 23, 2024
| THE CONNECTICUT LIGHT AND POWER COMPANY doing business as EVERSOURCE ENERGY | ||
| By: | ||
| Emilie G. O’Neil | ||
| Assistant Treasurer-Corporate Finance and Cash Management | ||
| Attest: | ||
| Florence J. Iacono Secretary | ||
[FORM OF TRUSTEE’S CERTIFICATE]
Deutsche Bank Trust Company Americas hereby certifies that this bond is one of the bonds described in the within mentioned Mortgage.
| DEUTSCHE BANK TRUST COMPANY AMERICAS f/k/a BANKERS TRUST COMPANY, TRUSTEE | ||
| Dated as of January 23, 2024 | By: | |
| Name: | ||
| Title: Authorized Officer | ||
A-3
[FORM OF BOND]
[REVERSE]
THE CONNECTICUT LIGHT AND POWER COMPANY
doing business as EVERSOURCE ENERGY
4.65% FIRST AND REFUNDING MORTGAGE BOND, 2024 Series A,
DUE 2029
This bond is one of an issue of bonds of the Company, of an unlimited authorized amount of coupon bonds or registered bonds without coupons, or both, known as its First and Refunding Mortgage Bonds, all issued or to be issued in one or more series, and is one of a series of said bonds limited in principal amount to Three Hundred Fifty Million Dollars ($350,000,000), consisting only of registered bonds without coupons and designated “4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029” all of which bonds are issued or are to be issued under, and equally and ratably secured by, a certain Indenture of Mortgage and Deed and Trust dated as of May 1, 1921, and by ninety-two Supplemental Indentures dated respectively as of May 1, 1921, February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932, July 1, 1935, September 1, 1936, October 20, 1936, December 1, 1936, December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1, 1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958, February 1, 1960, April 1, 1961, September 1, 1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1, 1981, June 30, 1982, October 1, 1982, July 1, 1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1, 1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1, 1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1, 1993, July 1, 1993, December 1, 1993, February 1, 1994, February 1, 1994, June 1, 1994, October 1, 1994, June 1, 1996, January 1, 1997, May 1, 1997, June 1, 1997, June 1, 1997, May 1, 1998, May 1, 1998, September 1, 2004, September 1, 2004, April 1, 2005, June 1, 2006, March 1, 2007, September 1, 2007, May 1, 2008, February 1, 2009, October 1, 2011, January 1, 2013, April 1, 2014, May 1, 2015, November 1, 2015, March 1, 2017, August 1, 2017, March 1, 2018, March 1, 2019, September 1, 2019, December 1, 2020, June 1, 2021, January 1, 2023 and July 1, 2023 (said Indenture of Mortgage and Deed of Trust and Supplemental Indentures being collectively referred to herein as the “Mortgage”), all executed by the Company to Deutsche Bank Trust Company Americas f/k/a Bankers Trust Company, as Trustee, all as provided in the Mortgage to which reference is made for a statement of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and the terms and conditions upon which the bonds may be issued and are secured; but neither the foregoing reference to the Mortgage nor any provision of this bond or of the Mortgage shall affect or impair the obligation of the Company, which is absolute, unconditional and unalterable, to pay at the maturities herein provided the principal of and interest on this bond as herein provided. The principal of this bond may be declared or may become due on the conditions, in the manner and at the time set forth in the Mortgage, upon the happening of an event of default as in the Mortgage provided. The Mortgage was amended and restated in its entirety on April 7, 2005 in the form set forth in Schedule C to the Supplemental Indenture dated as of April 1, 2005.
A-4
This bond is transferable by the registered holder hereof in person or by attorney upon surrender hereof at the office or agency of the Company in the Borough of Manhattan, New York, New York, together with a written instrument of transfer in approved form, signed by the holder, and a new bond or bonds of this series for a like principal amount in authorized denominations will be issued in exchange, all as provided in the Mortgage. Prior to due presentment for registration of transfer of this bond the Company and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof, whether or not this bond be overdue, for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary.
This bond is exchangeable at the option of the registered holder hereof upon surrender hereof, at the office or agency of the Company in the Borough of Manhattan, New York, New York, for an equal principal amount of bonds of this series of other authorized denominations, in the manner and on the terms provided in the Mortgage.
Bonds of this series are to be issued initially under a book-entry only system and, except as hereinafter provided, registered in the name of The Depository Trust Company, New York, New York (“DTC”) or its nominee, which shall be considered to be the holder of all bonds of this series for all purposes of the Mortgage, including, without limitation, payment by the Company of principal of and interest on such bonds of this series and receipt of notices and exercise of rights of holders of such bonds of this series. There shall be a single bond of this series which shall be immobilized in the custody of DTC with the owners of book-entry interests in bonds of this series (“Book-Entry Interests”) having no right to receive bonds of this series in the form of physical securities or certificates. Ownership of Book-Entry Interests shall be shown by book-entry on the system maintained and operated by DTC, its participants (the “Participants”) and certain persons acting through the Participants. Transfers of ownership of Book-Entry Interests are to be made only by DTC and the Participants by that book-entry system, the Company and the Trustee having no responsibility therefor so long as bonds of this series are registered in the name of DTC or its nominee. DTC is to maintain records of positions of Participants in bonds of this series, and the Participants and persons acting through Participants are to maintain records of the purchasers and owners of Book-Entry Interests. If DTC or its nominee determines not to continue to act as a depository for the bonds of this series in connection with a book-entry only system, another depository, if available, may act instead and the single bond of this series will be transferred into the name of such other depository or its nominee, in which case the above provisions will continue to apply to the new depository. If the book-entry only system for bonds of this series is discontinued for any reason, upon surrender and cancellation of the single bond of this series registered in the name of the then depository or its nominee, new registered bonds of this series will be issued in authorized denominations to the holders of Book-Entry Interests in principal amounts coinciding with the amounts of Book-Entry Interests shown on the book-entry system immediately prior to the discontinuance thereof. Neither the Trustee nor the Company shall be responsible for the accuracy of the interests shown on that system.
A-5
As provided in the Supplemental Indenture, this bond shall be subject to redemption prior to maturity as follows:
Prior to the Par Call Date, the Company may redeem the bonds of 2024 Series A at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount of the bonds of 2024 Series A to be redeemed and rounded to three decimal places) equal to the greater of:
(1)(a) the sum of the present values of the remaining scheduled payments of principal and interest on the bonds of 2024 Series A discounted to the redemption date (assuming the bonds of 2024 Series A matured on the Par Call Date) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, or
(2) 100% of the principal amount of the bonds of 2024 Series A being redeemed,
plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after the Par Call Date the Company may redeem the bonds of 2024 Series A at its option in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the bonds of 2024 Series A being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
“Par Call Date” means December 1, 2028 (the date that is one month prior to the maturity date of the bonds of 2024 Series A).
“Treasury Rate” means, with respect to any redemption date, the rate per annum determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
A-6
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date, and one with a maturity date following the Par Call Date the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility to calculate the redemption price.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of bonds of 2024 Series A to be redeemed.
In the case of a partial redemption, selection of the bonds of 2024 Series A for redemption will be made by lot or pursuant to the applicable depositary’s procedures. No bonds of a principal amount of $2,000 or less will be redeemed in part. If any bond of 2024 Series A is to be redeemed in part only, the notice of redemption that relates to such bond of 2024 Series A will state the portion of the principal amount of the bonds of 2024 Series A to be redeemed. A new bond of 2024 Series A in a principal amount equal to the unredeemed portion of such bond of 2024 Series A will be issued in the name of the holder of the bond of 2024 Series A upon surrender for cancellation of the original bond of 2024 Series A. For so long as the bonds of 2024 Series A are held by DTC (or another depositary), the redemption of the bonds of 2024 Series A shall be done in accordance with the policies and procedures of the depositary.
On and after the redemption date interest will cease to accrue on the bonds of 2024 Series A or portions thereof called for redemption. Prior to any redemption date, the Company is required to deposit with a paying agent money sufficient to pay the redemption price of and accrued interest on the bonds of 2024 Series A to be redeemed on such date.
A-7
Any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of a related transaction or event, as the case may be, and any notice of redemption made in connection with a related transaction or event may, at the Company’s discretion, be given prior to the completion or the occurrence thereof. If such redemption is subject to satisfaction of one or more conditions precedent, such notice will describe each such condition, and if applicable, will state that, at the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Company in its sole discretion), or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date as so delayed, or that such notice may be rescinded at any time in the Company’s discretion if in its good faith judgment any or all of such conditions will not be satisfied. If any such condition precedent has not been satisfied, the Company shall provide written notice prior to the close of business on the business day immediately prior to the redemption date. Upon receipt of such notice, the notice of redemption shall be rescinded or delayed, and the redemption of the bonds of 2024 Series A shall be rescinded or delayed as provided in such notice.
If this bond is called for redemption in whole or in part and payment is duly provided as specified in the Indenture, this bond, or the part thereof so called, shall cease to be entitled to the security of the Indenture, and from and after the date fixed in the call for such redemption, interest shall cease to accrue on this bond, or on such part so called; and if less than the whole principal amount hereof shall be called, the registered owner hereof shall, in addition to the sums payable on account of the part called, be entitled, at his option, to receive on surrender hereof one or more bonds of this series, of an aggregate principal amount equal to that part of the principal amount hereof not called and paid, or to present this bond for the notation hereon by the Trustee (or to make such notation in accordance with an agreement for payment of principal filed with the Trustee as provided in this bond) of the payment of the part of the principal amount hereof then called and paid.
The Mortgage provides that the Company and the Trustee, with consent of the holders of not less than 66-2/3% in aggregate principal amount of the bonds at the time outstanding which would be affected by the action proposed to be taken, may by supplemental indenture add any provisions to or change or eliminate any of the provisions of the Mortgage or modify the rights of the holders of the bonds and coupons issued thereunder; provided, however, that without the consent of the holder hereof no such supplemental indenture shall affect the terms of payment of the principal of or interest or premium on this bond, or reduce the aforesaid percentage of the bonds the holders of which are required to consent to such a supplemental indenture, or permit the creation by the Company of any mortgage or pledge or lien in the nature thereof ranking prior to or equal with the lien of the Mortgage or deprive the holder hereof of the lien of the Mortgage on any of the property which is subject to the lien thereof.
As set forth in the Supplemental Indenture establishing the terms and series of the bonds of this series, each holder of a bond of 2024 Series A, solely by virtue of its acquisition thereof, including as an owner of a book-entry interest therein, has and has been deemed to have consented, without the need for any further action or consent by such holder, to the amendment and restatement of the Mortgage in the form set forth in Schedule C appended to the Supplemental Indenture dated as of April 1, 2005.
A-8
No recourse shall be had for the payment of the principal of or the interest on this bond, or any part thereof, or for any claim based thereon or otherwise in respect thereof, to any incorporator, or any past, present or future stockholder, officer or director of the Company, either directly or indirectly, by virtue of any statute or by enforcement of any assessment or otherwise, and any and all liability of the said incorporators, stockholders, officers or directors of the Company in respect to this bond is hereby expressly waived and released by every holder hereof.
A-9
SCHEDULE B
PROPERTY SUBJECT TO THE LIEN OF THE MORTGAGE
CL&P FEE ACQUISITIONS
(6/13/2023 – 12/29/2023)
| CL&P
Fee Acquisitions (Between 06/13/2023 - 12/29/2023) |
Recording Information | ||||||
| Grantor | Street | Town | ST | Date Recorded | Book | Page | Closed |
| John F Kessler II & Raymond E Kessler | 226-224 Prospect Avenue | Hartford | CT | 10/13/23 | 8167 | 145 | 10/09/23 |
Hartford, CT – Acquisition of 226-244 Prospect Avenue
CL&P purchased the fee simple interest in a +/- 4.77-acre parcel of land with a structure thereon from John F. Kessler II & Raymond E. Kessler for future use by Transmission Engineering. The deed was recorded in the Hartford Land Records on October 13, 2023 at Volume 8167, Page 145.
B-1
CL&P NON-DISTRIBUTION EASEMENTS
(6/13/2023 – 12/29/2023)
| CL&P
Non-Distribution Easements (Between 06/13/2023 - 12/29/2023) |
Recording Information | ||||||
| Grantor | Street | Town | ST | Date Recorded |
Book | Page | Closed |
| Jane O Rice | 340 Foster Road | South Windsor | CT | 09/20/23 | 3019 | 256 | 08/09/23 |
| City of Waterbury | Sagamore Avenue | Waterbury | CT | 11/13/23 | 8794 | 21 | 09/28/23 |
| Sea Research Foundation, Inc. d/b/a Mystic Aquarium | 55 Coogan | Stonington | CT | 11/14/23 | 853 | 52 | 08/15/23 |
| Matthew T & Jaclyn M Shea | 4 Bonfoey Road | East Haddam | CT | Pending | 09/20/23 | ||
| Edward C Hall | Bassetts Bridge Road | Mansfield | CT | Pending | 10/26/23 | ||
| Michael & Virginia Merati | 18 Costa Lane | Redding | CT | 09/26/23 | 445 | 834 | 08/22/23 |
| 25 Van Zant Street Condominium, Inc. | 25 Van Zant Street | Norwalk | CT | 10/05/23 | 9663 | 120 | 10/04/23 |
| State of Connecticut, Dept of Transportation | 90 Water Street | Norwalk | CT | 11/08/23 | 9675 | 268 | 07/11/23 |
| Champion House, LLC | 83 Main Street | East Haddam | CT | Pending | 09/20/23 | ||
| Sono Gardens | 15 Madison Street | Norwalk | CT | 12/11/23 | 9685 | 94 | 12/06/23 |
| Sono Gardens | 15 Madison Street | Norwalk | CT | 12/11/23 | 9685 | 102 | 10/13/23 |
| City of Norwalk | 10 & 22A Seaview Ave and 2 Monroe St | Norwalk | CT | Pending | 08/16/23 | ||
B-2
CL&P DISTRIBUTION EASEMENTS
(6/13/2023 – 12/31/2023)
| State | Grantor Name | Project Number |
Date Recorded |
Book
/ Page |
Town
/ City |
| CT | Anthony Verillo | E20107 | 6/21/23 | 1370/279 | Branford |
| CT | Frederick Robinson | E20107 | 6/21/23 | 1370/275 | Branford |
| CT | Five Court, LLC | E20107 | 6/21/23 | 1370/283 | Branford |
| CT | Kenneth Cusano and Maria Cusano | E20107 | 6/21/23 | 1370/287 | Branford |
| CT | Albert & Tatiana Rojas | E21138 | 10/25/23 | 2285/711 | Madison |
| CT | Laurelwood Farms LLC | E22007 | 10/3/23 | 2843/940 | Vernon |
| CT | State of Connecticut | E22029 | 7/13/23 | 858/182 | Putnam |
| CT | The Roberta C. Burns-Macnaughton Revocable Trust | E22055 | 3/22/23 | 459/508 | Granby |
| CT | The Roberta C. Burns-Macnaughton Revocable Trust | E22055 | 3/22/23 | 237/1052 | East Granby |
| CT | Choice Bovine Resotoration Company, LLC | E22080 | 10/5/23 | 183/1006 | Chester |
| CT | 33 West End Avenue, LLC | E22081 | 6/13/23 | 1369/823 | Branford |
| CT | Housing Authority of the City of Hartford | E22106 | 10/23/23 | 8170/71 | Hartford |
| CT | Lavallee Construction, Inc. | E22114 | 9/11/23 | 1048/206 | Thompson |
| CT | Christie Properties, LLC and Peter C. Diakun, Trustee | E22122 | 6/20/23 | 848/949 | Stonington |
| CT | Mannarino Builders, Inc. | E23011 | 10/17/23 | 3022/263 | South Windsor |
| CT | Kyle J. Newton, Kristin L. Kane, Marlene V. Breer, as Co-Trustees of the Newton Family Trust | E23013 | 12/15/23 | 304/206 | Durham |
| CT | Jeannette G. Anderson, Trustee | E23015 | 9/18/23 | 1374/710 | Branford |
| CT | 150 Sullivan LLC | E23018 | 8/29/23 | 3016/205 | South Windsor |
| CT | 150 Sullivan LLC (CL&P Assignment) | E23018 | 8/29/23 | 3016/207 | South Windsor |
| CT | Richard J. Jone and Mary Hine | E23020 | 8/21/23 | 1295/435 | Groton |
| CT | Earl J. Palmer | E23023 | 6/9/23 | 848/587 | Stonington |
| CT | Marc Lotti | E23023 | 6/9/23 | 848/585 | Stonington |
| CT | Silicon Ranch Corporation | E23024 | 10/19/23 | 247/50 | North Stonington |
| CT | North Star Farm, LLC and North Star Farm II, LLC | E23028 | 8/3/23 | 850/218 | Stonington |
| CT | Catholic Cemeteries Association, Archdiocese of Hartford, Inc. | E23032 | 7/11/23 | 2876/596 | Enfield |
| CT | Devcon Manchester LLC | E23034 | 12/5/23 | 4728/1154 | Manchester |
| CT | Brandon Flack and Cynthia Flack | E23036 | 8/31/23 | 850/1068 | Stonington |
| CT | Adams Builders LLC | E23038 | 8/29/23 | 1832/126 | Wateford |
| CT | Rentschler MD Land LLC | E23040 | 9/21/23 | 4203/121 | East Hartford |
| CT | Rentschler WD East LLC | E23040 | 9/21/23 | 4203/125 | East Hartford |
| CT | Rentschler WD West LLC | E23040 | 9/21/23 | 4203/131 | East Hartford |
| CT | Ripley Hill Development LLC | E23045 | 8/2/23 | 4719/1121 | Manchester |
| CT | Clifton B. Chapman | E23047 | 9/26/23 | 2843/508 | Vernon |
| CT | Riverside Developments, LLC | E23048 | 7/13/23 | 1371/232 | Branford |
B-3
| State | Grantor Name | Project Number |
Date Recorded |
Book
/ Page |
Town
/ City |
| CT | Elizabeth J. Perry | E23050 | 8/2/23 | 1099/98 | East Lyme |
| CT | Ryan Pollzzo and Lea Marie Catherman | E23055 | 11/3/23 | 1377/675 | Branford |
| CT | Shane Pollock | E23056 | 9/25/23 | 718/211 | Brooklyn |
| CT | 32 Prospect Hill, LLC | E23060 | 8/7/23 | 1372/377 | Branford |
| CT | JBRV LLC | E23061 | 11/3/23 | 852/921 | Stonington |
| CT | H. Kirk Watson and Tracy S. Watson | E23063 | 9/29/23 | 3802/112 | Glastonbury |
| CT | NP BGO Great Pond, LLC | E23064 | 11/7/23 | 1958/274 | Windsor |
| CT | CT Granby Station 280 LLC | E23066 | 7/10/23 | 460/1196 | Granby |
| CT | Melville AJ Manwaring | E23068 | 11/16/23 | 1103/648 | East Lyme |
| CT | Michael C. Nogas | E23069 | 7/19/23 | 233/897 | Willington |
| CT | Gino P. Troiano, Sr. and Nancy W. Troiano | E23070 | 9/29/23 | 2082/569 | Middletown |
| CT | Birdon Property, LLC | E23071 | 10/12/23 | 1096/58 | Portland |
| CT | 2610 Main LLC | E23072 | 9/18/23 | 3801/879 | Glastonbury |
| CT | Pickwick Farm Properties, LLC | E23073 | 10/4/23 | 247/338 | North Stonington |
| CT | Michael P. Kelly and Nathayla M. Kelly | E23074 | 10/5/23 | 2285/138 | Madison |
| CT | Housing Authority of the Town of Stafford and Avery Park Phase II Limited Parnership | E23075 | 8/21/23 | 724/669 | Stafford |
| CT | Cohanzie Partners, LP | E23076 | 9/20/23 | 1834/272 | Waterford |
| CT | Housing Authority of the City of Middletown | E23083 | 10/5/23 | 2083/13 | Middletown |
| CT | Auxxi Horizon Commons, LLC | E23085 | 10/6/23 | 754/233 | Rocky Hill |
| CT | Katherine Anne Fonicello, et. al. | E23086 | 10/26/23 | 1012/377 | Guilford |
| CT | 777 Day Hill Road Realty Co. | E23087 | 7/17/2023 | 1953/161 | Windsor |
| CT | Masons 17 CT, LLC | E23088 | 9/14/23 | 851/367 | Stonington |
| CT | 1486 Boston Post Road LLC | E23089 | 11/14/23 | 1013/157 | Guilford |
| CT | Habitat for Humanity of North Central Connecticut, Inc. | E23095 | 11/3/23 | 4213/188 | East Hartford |
| CT | Carma, LLC | E23096 | 10/30/23 | 643/283 | East Hampton |
| CT | Long Hill Estates, LLC | E23096 | 10/30/23 | 643/281 | East Hampton |
| CT | Chestnut Ridge, LLC | E23100 | 8/18/23 | 695/1022 | Montville |
| CT | Beth El Temple of West Hartford Inc. | E23102 | 12/14/23 | 790/366 | Avon |
| CT | Cassie and Brian Baum | E23102 | 12/14/23 | 790/364 | Avon |
| CT | Honeyman Builders, LLC | E23102 | 12/14/23 | 790/360 | Avon |
| CT | Paul T. McLaughlin | E23102 | 12/14/23 | 790/358 | Avon |
| CT | Mystic Apartments II, LLC and Lattizori Development, LLC | E23101 | 9/11/23 | 851/242 | Stonington |
| CT | Eagleview Homes LLC | E23104 | 10/31/23 | 1012/607 | Guilford |
| CT | 56 Stony Creek Property Management, LLC | E23109 | 9/18/23 | 1374/649 | Branford |
| CT | South Road Morlborough, LLC | E23110 | 11/30/23 | 643/1063 | East Hampton |
| CT | Jennifer L. Federico & Nancy Tomassini | E23119 | 11/16/23 | 1378/537 | Branford |
| CT | Stone X Realty LLC | E23122 | 12/21/23 | 2165/899 | Wethersfield |
| CT | Alfeu T. Felix | E23122 | 12/21/23 | 2165/899 | Wethersfield |
| CT | Ernest J. Collelo, Jr. | E23123 | 9/21/23 | 611/600 | Plainfield |
| CT | Bridge Road 105 LLC | E23126 | 11/1/23 | 424/481 | Haddam |
| CT | Joshua Raymond Bell and Heather Petzold-Bell | E23129 | 11/15/23 | 184/95 | Chester |
| CT | Nicholas Foster and Inger Foster | E23130 | 10/6/23 | 687/80 | Old Saybrook |
| CT | Patricia Pearson | E23136 | 12/8/23 | 1379/907 | Branford |
| CT | JFIV Holdings, LLC | E23141 | 11/15/23 | 755/351 | Rocky Hill |
B-4
| State | Grantor Name | Project Number |
Date Recorded |
Book
/ Page |
Town
/ City |
| CT | 85 Sunset Beach, LLC | E23143 | 11/3/23 | 1377/681 | Branford |
| CT | 85 Sunset Beach, LLC (CL&P Assignment) | E23143 | 11/3/23 | 1377/684 | Branford |
| CT | 150 Dividend Road, LLC | E23146 | 11/16/23 | 755/364 | Rocky Hill |
| CT | George Raffia & Sons, Inc. | E23162 | 12/5/23 | 2890/405 | Enfield |
| CT | Housing Authority of the Town of Greenwich | W21094 | 10/12/23 | 7989/219 | Greenwich |
| CT | Glendale Commerce Park Condominium, Inc. | W21228 | 10/19/23 | 13252/22 | Stamford |
| CT | 6 Clifford LLC | W21231 | 11/16/23 | 4330/1158 | Westport |
| CT | SH Atlantic LLC | W22011 | 6/9/23 | 13186/264 | Stamford |
| CT | Cross Construction, LLC | W22035 | 4/27/22 | 2353/210 | Newington |
| CT | CP Owner, LLC | W22072 | 9/29/23 | 2388/332 | Newington |
| CT | 29 Wallingford Road, LLC | W22091 | 7/12/23 | 3182/298 | Cheshire |
| CT | 200 OTR Associates, LLC | W22091 | 7/12/23 | 3182/292 | Cheshire |
| CT | Eddie Rabbit, LLC | W22091 | 7/12/23 | 3182/295 | Cheshire |
| CT | Lawrence M. Stevens, Jr. | W22106 | 11/6/23 | 219/682 | Sharon |
| CT | Frontier Glenville LLC | W22152 | 9/26/23 | 13241/212 | Stamford |
| CT | SF 1910 A LLC and SF 1910 D LLC | W22161 | 10/26/23 | 8271/191 | Greenwich |
| CT | Hearth Home Builders, LLC | W22164 | 10/6/23 | 577/1125 | New Fairfield |
| CT | 469 Field Point LLC | W22169 | 7/14/23 | 8239/63 | Greenwich |
| CT | 237 - 241 Henry Street LLC | W22174 | 10/20/23 | 13253/10 | Stamford |
| CT | Mark Joseph Hale and Sarah A. Hale | W22182 | 7/14/23 | 431/220 | Westport |
| CT | Edwin Saguay and Lourdes Baculima | W22200 | 9/6/23 | 5504/907 | Meriden |
| CT | Lone Oak East LLC | W22205 | 12/15/23 | 154/527 | North Canaan |
| CT | Estate of Charles Edwards, Sean Flynn, Administrator | W22213 | 8/14/23 | 251/979 | Beacon Falls |
| CT | Meadow Commons Owner LLC | W22225 | 8/23/23 | 2385/771 | Newington |
| CT | The Residences at Newington, LLP | W22225 | 8/23/23 | 2385/776 | Newington |
| CT | LT Stamford LLC | W22233 | 12/21/23 | 13273/25 | Stamford |
| CT | Aquarion Water Company of Connecticut | W22239 | 6/23/23 | 1078/21 | New Canaan |
| CT | Daniel J. Thomas | W22242 | 9/14/23 | 666/311 | Plainville |
| CT | QOZB V, LLC | W23005 | 7/11/23 | 13200/320 | Stamford |
| CT | Ball & Socket Arts, Inc. | W23010 | 6/20/23 | 3179/238 | Cheshire |
| CT | Premiere Home Development, LLC | W23017 | 12/13/23 | 2676/351 | Danbury |
| CT | Roland O. Levesque, Jr. and Betsey N. Levesque, Northwest Connecticut Land Conservatory, Inc. | W23023 | 10/17/23 | 200/343 | Kent |
| CT | Travis Bennett | W23030 | 8/14/23 | 338/559 | Middlebury |
| CT | Fragola Enterprises, LLC | W23034 | 10/5/23 | 2267/630 | Bristol |
| CT | Sandra Shorter-Duncan, Fenway Residence LLC and Fenway Association, Inc. | W23037 | 7/6/23 | 13198/254 | Stamford |
| CT | WFLP Mitchell, LLC | W23039 | 10/12/23 | 3197/171 | Cheshire |
| CT | The Foundation for Norfolk Living, Inc. | W23041 | 8/1/23 | 129/389 | Norfolk |
| CT | 402 Taconic Road LLC | W23042 | 9/19/23 | 13238/49 | Stamford |
| CT | AREC 5 LLC | W23045 | 12/19/23 | 13276/11 | Stamford |
| CT | Buck Fever, LLC | W23054 | 9/26/23 | 666/706 | Plainville |
| CT | Johnnycake Mountain Associates and Johnnycake Mountain, LLC (CL&P Assignment) | W23064 | 10/26/23 | 392/573 | Burlington |
| CT | Pike Newington, LLC | W23069 | 7/13/23 | 2382/670 | Newington |
B-5
| State | Grantor Name | Project
Number |
Date
Recorded |
Book
/ Page |
Town
/ City |
| CT | Little Wing Exp., LLC | W23072 | 7/26/23 | 154/812 | North Canaan |
| CT | Ronald Wolff and Eric Carrier | W23073 | 7/5/23 | 759/468 | Southbury |
| CT | Colvest/Kensington, LLC | W23074 | 7/18/23 | 817/293 | Berlin |
| CT | Matthew Hoffman (CL&P Assignment) | W23080 | 8/14/23 | 445/251 | Redding |
| CT | Federal Road Apartments, LLC | W23081 | 11/6/23 | 824/428 | Brookfield |
| CT | Maasser Annual Reunion Association, Inc. | W23084 | 7/18/23 | 94/573 | Colebrook |
| CT | Glenwood Avenue, LLC | W23088 | 11/7/23 | 9675/118 | Norwalk |
| CT | Joseph Calvanese, Jr. | W23090 | 10/25/23 | 1594/1015 | Southington |
| CT | Paul J. Mariano & Linda R. Mariano | W23094 | 7/25/23 | 760/157 | Southbury |
| CT | 1004 Associates, LLC | W23099 | 11/30/23 | 13269/227 | Stamford |
| CT | The Jostal Corporation | W23101 | 9/12/23 | 9652/327 | Norwalk |
| CT | The Jostal Corporation (CL&P Assignment) | W23101 | 9/12/23 | 9652/329 | Norwalk |
| CT | Trumpf, Inc. | W23104 | 11/1/23 | 1267/479 | Farmington |
| CT | Town of Southington | W23107 | 9/18/23 | 1592/891 | Southington |
| CT | Petro Pat LLC | W23108 | 8/22/23 | 558/98 | Wolcott |
| CT | Premiere Properties LLC | W23112 | 9/22/23 | 2300/114 | Watertown |
| CT | WFLP Mitchell, LLC | W23119 | 8/23/23 | 3189/139 | Cheshire |
| CT | Robin Leduc, LLC | W23120 | 10/13/23 | 1594/324 | Southington |
| CT | Rowayton Holdings LLC | W23123 | 8/29/23 | 9646/290 | Norwalk |
| CT | Willow Brook Farms, LLC | W23125 | 9/18/23 | 200/277 | Kent |
| CT | Michael Rees & Allison Rees | W23126 | 12/12/23 | 1084/30 | New Canaan |
| CT | Lawton/Washburn Development, LLC | W23133 | 10/30/23 | 480/294 | Canton |
| CT | Turtleback VIII Partners LLC | W23152 | 11/6/23 | 1082/815 | New Canaan |
| CT | Nishi Real Estate LLC | W23153 | 10/16/23 | 1400/112 | Torrington |
| CT | Jose Cotas | W23154 | 10/23/23 | 925/32 | Prospect |
| CT | Edwin Saguay and Lourdes Baculima | W23156 | 10/16/23 | 5508/187 | Meriden |
| CT | Estate of William G. Thomas, Craig W. Thomas, Executor | W23159 | 10/16/23 | 260/388 | Washington |
| CT | Estate of William G. Thomas, Craig W. Thomas, Executor | W23159 | 10/16/23 | 1266/506 | New Milford |
| CT | Bivona Developments, LLC | W23161 | 11/15/23 | 1759/666 | Darien |
| CT | Bartlett Headquarters, LLC | W23165 | 11/20/23 | 3202/131 | Cheshire |
| CT | Bartlett Headquarters, LLC | W23165 | 11/20/23 | 560/360 | Wolcott |
| CT | Eastpointe Cheshire Owner, LLC | W23167 | 12/6/23 | 3204/87 | Cheshire |
| CT | Alan H. Eames, Jr. and Jamie B. Pressman | W23171 | 11/30/23 | 304/19 | Durham |
| CT | Soapy Noble New Britain LLC | W23176 | 11/13/23 | 2172/209 | New Britain |
| CT | Patricia Colgan Davis | W23188 | 12/21/23 | 4332/257 | Westport |
| CT | Meadow Wood/Otter Rock Association, Inc. | W23192 | 12/20/23 | 8287/139 | Greenwich |
B-6
Exhibit 5.1
 |
ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM |
January 23, 2024
The Connecticut Light and Power Company
doing business as Eversource Energy
107 Selden Street
Berlin, CT 06037
Re: Registration Statement on Form S-3ASR (File No. 333-264278-03)
Ladies and Gentlemen:
We have acted as counsel to The Connecticut Light and Power Company, doing business as Eversource Energy, a corporation organized under the laws of Connecticut (the “Company”), in connection with the issuance and sale of $350,000,000 aggregate principal amount of its 4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029 (the “Bonds”) pursuant to the above-referenced registration statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds are being issued under an Indenture of Mortgage and Deed of Trust between, dated as of May 1, 1921, as amended and supplemented, including as amended and restated as of April 7, 2005 (the “Indenture”), by and between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee.
In connection with this opinion letter, we have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company and one or more of its subsidiaries, public officials and other appropriate persons.
In rendering the opinions set forth below, we have assumed that the Company (a) is validly existing under the laws of its jurisdiction of organization, (b) has the power to execute and deliver the Indenture and to perform its obligations thereunder and (c) has duly authorized, executed and delivered the Indenture.
The opinions expressed herein are limited to matters governed by the laws of the State of New York.
Based upon and subject to the foregoing and the qualifications and limitations set forth below, we are of the opinion that, when the Bonds have been duly executed and authenticated in accordance with the provisions of the Indenture and have been delivered against receipt of payment therefor, the Bonds will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
The Connecticut Light and Power Company doing business as Eversource Energy |
- 2 - |
Our opinions set forth above are subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity. Our opinions are also subject to the qualification that the enforceability of provisions in the Indenture providing for indemnification or contribution, broadly worded waivers, waivers of rights to damages or defenses, waivers of unknown or future claims, and waivers of statutory, regulatory or constitutional rights may be limited on public policy or statutory grounds.
We hereby consent to the incorporation of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Opinions” in the Prospectus. By giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Ropes & Gray LLP | |
| Ropes & Gray LLP |
Exhibit 5.2
 |
107 Selden Street Berlin, CT 06037
Kerry J. Tomasevich Assistant General Counsel and Assistant Secretary
860-665-5744 kerry.tomasevich@eversource.com |
January 23, 2024
The Connecticut Light and Power Company,
doing business as Eversource Energy
107 Selden Street
Berlin, CT 06037
| Re: | The Connecticut Light and Power Company, |
doing business as Eversource Energy
First and Refunding Mortgage Bonds
Ladies and Gentlemen:
I am Assistant Secretary of Eversource Energy and Assistant General Counsel of Eversource Energy Service Company (“Eversource Service”), a service company affiliate of Eversource Energy. I have acted as counsel to The Connecticut Light and Power Company, a Connecticut corporation doing business as Eversource Energy (the “Company”), in connection with the Company’s issuance and sale to the public of $350,000,000 aggregate principal amount of its 4.65% First and Refunding Mortgage Bonds, 2024 Series A, due 2029 (the “Bonds”), pursuant to an Underwriting Agreement dated January 16, 2024, among BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein, and the Company (the “Underwriting Agreement”). The Bonds were issued pursuant to an Indenture of Mortgage and Deed of Trust (the “Indenture”), dated as of May 1, 1921, between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Trustee, as amended and supplemented. The Company has registered its first and refunding mortgage bonds with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-3 (File No. 333-264278-03, the “Registration Statement”), relating to the Bonds. The Bonds were issued on January 23, 2024.
For purposes of the opinion I express below, I have examined, among other agreements, instruments and documents, the Registration Statement, including the prospectus which is a part of the Registration Statement, as supplemented by the prospectus supplement dated January 16, 2024 (the “Prospectus”), and its exhibits, including the Indenture, the organizational documents of the Company and originals, or copies certified to my satisfaction, of such corporate records of the Company, certificates of public officials, certificates of officers and representatives of the Company and Eversource Service and other documents as I have deemed necessary as a basis for the opinions hereinafter expressed. In my examination, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies. As to various questions of fact material to such opinions, I have, when relevant facts were not independently established, relied upon certifications by officers of the Company and other appropriate persons and statements contained in the Registration Statement.
Based on the foregoing, and having regard to legal considerations which I deem relevant, I am of the opinion that (a) the Company is validly existing under the laws of its jurisdiction of organization, (b) the Company has the power to execute and deliver the Indenture and to perform its obligations thereunder and (c) the Company has duly authorized, executed and delivered the Indenture.
The opinions expressed above are limited to the current laws of the State of Connecticut and to the facts as they exist on the date hereof. I undertake no obligation to advise you as a result of developments occurring after the date hereof including changes in such laws or interpretations thereof, or as a result of facts or circumstances brought to my attention after the date hereof.
This opinion is furnished only to you in connection with the transaction contemplated by the Registration Statement and the Underwriting Agreement and is solely for your benefit. Other than as stated below, this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person for any purpose without my prior written consent (including by any person that acquires Bonds from you).
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K, dated January 23, 2024, which will be incorporated by reference into the Registration Statement, and to the reference to me under the caption “Legal Opinions” in the Prospectus. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
Very truly yours,
/s/ Kerry J. Tomasevich | |
| Kerry J. Tomasevich |
Cover |
Jan. 23, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 23, 2024 |
| Entity File Number | 0-00404 |
| Entity Registrant Name | THE CONNECTICUT LIGHT AND POWER COMPANY |
| Entity Central Index Key | 0000023426 |
| Entity Tax Identification Number | 06-0303850 |
| Entity Incorporation, State or Country Code | CT |
| Entity Address, Address Line One | 107 Selden Street |
| Entity Address, City or Town | Berlin |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06037-1616 |
| 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 |
| Entity Emerging Growth Company | false |
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