EVERSOURCE ENERGY

Regulatory Filings • May 8, 2023

FWP 1 tm2314646d2_fwp.htm FWP

Free Writing Prospectus

Filed pursuant to Rule 433

Registration No. 333-264278

May 8, 2023

EVERSOURCE ENERGY

| Pricing
Term Sheet | |
| --- | --- |
| Issuer: | Eversource
Energy |
| Security: | $800,000,000
5.125% Senior Notes, Series BB, Due 2033 |
| Principal
Amount: | $800,000,000 |
| Maturity
Date: | May 15,
2033 |
| Coupon: | 5.125% |
| Benchmark
Treasury: | 3.500%
due February 15, 2033 |
| Benchmark
Treasury Price / Yield: | 99-26+
/ 3.520% |
| Spread
to Benchmark Treasury: | 162.5
basis points |
| Yield
to Maturity: | 5.145% |
| Price
to Public: | 99.844%
of the principal amount |
| Interest
Payment Dates: | Semi-annually
on May 15 and November 15 of each year, commencing on November 15, 2023 |
| Redemption Provisions: | Make-whole
call at any time prior to February 15, 2033 (three months prior to the Maturity Date) at a discount rate of Treasury plus 25
basis points and on or after such date at par |
| Trade
Date: | May 8,
2023 |
| Settlement
Date: | May 11,
2023 (T+3) |
| CUSIP
/ ISIN: | 30040W
AU2 / US30040WAU27 |
| Expected
Ratings*: | Baa1
(Moody’s); BBB+ (S&P); BBB+ (Fitch) |
| Global
Coordinators | Barclays Capital Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC |
| Joint
Book-Running Managers: | BofA
Securities, Inc. |
| | BNY
Mellon Capital Markets, LLC |
| | J.P.
Morgan Securities LLC |
| | KeyBanc
Capital Markets Inc. |
| | Mizuho
Securities USA LLC |
| | Morgan
Stanley & Co. LLC |
| | MUFG
Securities Americas Inc. |
| | PNC
Capital Markets LLC |
| | RBC
Capital Markets, LLC |
| | TD
Securities (USA) LLC |
| | U.S.
Bancorp Investments, Inc. |
| | Wells
Fargo Securities, LLC |
| Co-Manager: | Samuel
A. Ramirez & Company, Inc. |

• 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 notes 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 notes initially will settle T+3 (on May 11, 2023) to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes 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 Barclays Capital Inc. toll-free at (888) 603-5847; Citigroup Global Markets Inc. toll-free at (800) 831-9146; Goldman Sachs & Co. LLC toll-free at (866) 471-2526; BofA Securities, Inc. toll-free at (800) 294-1322 or by email at dg.prospectus_requests@bofa.com ; J.P. Morgan Securities LLC collect at (212) 834-4533; MUFG Securities Americas Inc. toll-free at (877) 649-6848; or Wells Fargo Securities, LLC toll-free at (800) 645-3751.

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