Connecticut Water Service, Inc. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingn, D.C FORM 8-K CURRENT REPORT Pursuant Section 13 OR 15(d) The Securities Exchange Act 1934 Date Rept (Date earliest event repted): July 13, 2018 Connecticut Water Service, Inc. (Exact name registrant as specified in its charter) Connecticut (State or Jurisdiction (Commission (IRS Employer Incpation) File Number) Identification No.) 93 West Main Street Clinn, CT (Address Principal Executive Offices) (Zip Code) Registrant s telephone number, including area code: Not Applicable (Fmer name fmer address if changed since last rept.) Check appropriate box below if Fm 8-K filing is intended simultaneously satisfy filing obligation registrant under any following provisions: Written communications pursuant Rule 425 under Securities Act (17 CFR ) Soliciting material pursuant Rule 14a-12 under Exchange Act (17 CFR a-12) Pre-commencement communications pursuant Rule 14d-2(b) under Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant Rule 13e-4(c) under Exchange Act (17 CFR e-4(c)) Indicate by check mark wher registrant is an emerging growth company as defined in Rule 405 Securities Act 1933 ( this chapter) Rule 12b-2 Securities Exchange Act 1934 ( b-2 this chapter). Emerging growth company If an emerging growth company, indicate by check mark if registrant has elected not use extended transition period f complying any new revised financial accounting stards provided pursuant Section 13(a) Exchange Act.

2 Item 7.01 Regulation FD Disclosure On July 13, 2018, Connecticut Water Service, Inc. ( Company ) issued a press release, a copy which is attached as Exhibit 99.1 here incpated herein by reference, regarding communications between Board Directs Company Eversource Energy. Also attached as Exhibit 99.2 here incpated herein by reference is a copy an invest presentation, containing infmation suppting determination Board Directs Company in connection Eversource Energy s proposal. The infmation contained in this current rept on Fm 8-K, including Exhibits attached here, is being furnished, as a result, such infmation shall not be deemed be filed f purposes Section 18 Securities Exchange Act 1934, as amended ( Exchange Act ) orwise subject liabilities that section, n shall such infmation be deemed incpated by reference in any filing under Securities Act 1933, as amended, Exchange Act, except as shall be expressly set fth by specific reference in such filing. Fward-Looking Statements This document contains fward-looking statements in meaning Private Securities Litigation Refm Act 1995, as amended. Some se fwardlooking statements can be identified by use fward-looking wds such as believes, expects, may, will, should, seeks, approximately, intends, plans, estimates, projects, strategy, anticipates, negative those wds or comparable terminology. The accuracy such statements is subject a number risks, uncertainties assumptions including, but not limited, following facts: (1) risk that conditions closing transaction are not satisfied, including risk that required approvals from shareholders Company sckholders Group f transaction are not obtained; (2) risk that regulaty approvals required f transaction are not obtained, that in der obtain such regulaty approvals, conditions are imposed that adversely affect anticipated benefits from proposed transaction cause parties abon proposed transaction; (3) risk that anticipated tax treatment transaction is not obtained; (4) effect water, utility, environmental or governmental policies regulations; (5) litigation relating transaction; (6) uncertainties as timing consummation transaction ability each party consummate transaction; (7) risks that proposed transaction disrupts current plans operations Group Company; (8) ability Group Company retain hire key personnel; (9) competitive responses proposed transaction; (10) unexpected costs, charges expenses resulting from transaction; (11) potential adverse reactions changes business relationships resulting from announcement completion transaction; (12) combined companies ability achieve growth prospects synergies expected from transaction, as well as delays, challenges expenses associated integrating combined companies existing businesses; (13) legislative economic developments. These risks, as well as or risks associated proposed transaction, are me fully discussed in joint proxy statement/prospectus that is included in Registration Statement on Fm S-4 filed by Group Securities Exchange Commission ( SEC ) on April 25, 2018 in connection proposed transaction, as amended by that Amendment No. 1 Fm S-4 filed SEC on June 7, 2018 that Amendment No. 2 Fm S-4 filed SEC on June 25, 2018, Company s quarterly rept on Fm 10-Q f period ended March 31, 2018 filed SEC on May 9, In addition, actual results are subject or risks uncertainties that relate me broadly Company s overall business financial condition, including those me fully described in Company s filings SEC including its annual rept on Fm 10-K f fiscal year ended December 31, 2017 Group s overall business, including those me fully described in Group s filings SEC including its annual rept on Fm 10-K f fiscal year ended December 31, Fward looking statements are not guarantees perfmance, speak only as date made, neir Company its management n Group its management undertakes any obligation update revise any fward-looking statements. Item 9.01 Financial Statements Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release, dated July 13, 2018, issued by Company Invest Presentation, dated July 13, 2018.

3 SIGNATURES Pursuant requirements Securities Exchange Act 1934, registrant has duly caused this rept be signed on its behalf by undersigned hereun duly authized. CONNECTICUT WATER SERVICE, INC. (Registrant) Date: July 13, 2018 By: /s/ David C. Benoit David C. Benoit President Chief Executive Officer

4 Exhibit 99.1 Connecticut Water Service Confirms Receipt Evaluation Revised Acquisition Proposal from Eversource Energy Eversource srevised$64.00pershareproposalrepresentsalessthan1%increasefrompreviouslyrejected$63.50pershareproposal FollowingComprehensiveReview,ConnecticutWaterServiceBoardUnanimouslyRejectsEversource srevisedproposalasinadequatenotinbestinterests ConnecticutWaterShareholders RevisedProposalContinuesFallShnValueStakeholderBenefitsWhenComparedGroupMergerasWellasValuethatConnecticutWaterCan DeliveronStaloneBasis BoardReiteratesWillingnessConsiderAnyProposalthatDeliversShareholderValueWhichIsSuperithatProvidedinGroupMergerEquals BoardBelievesAnyChange--ControlAcquisitionProposalShouldExceed$69.50PerShare LetterSentEversourceSetRecdStraightRegardingEversource scontinuedmischaracterizationsconnecticutwater swillingnessengage SignificantValueCertainBenefitsCreatedbyGroupMerger Clinn, Conn., July 13, 2018 Connecticut Water Service, Inc. (NASDAQ: ) day announced that it recently received a revised acquisition proposal from Eversource Energy (NYSE: ES) acquire all outsting shares Connecticut Water common sck f $64.00 per share in cash / in Eversource common sck at election Connecticut Water shareholders. In accdance terms Group amended merger agreement, Connecticut Water Service Board Directs, in consultation its financial legal adviss, carefully reviewed Eversource s revised acquisition proposal unanimously concluded that it is not a superi proposal as compared terms, value benefits Group (NYSE: ) merger equals. Meover, Board unanimously determined that Eversource s revised proposal is inadequate still undervalues Connecticut Water on a stalone basis. In unanimously rejecting Eversource s revised proposal, Connecticut Water Service Board reiterated its willingness consider any proposal from Eversource any or party that delivers shareholder value superi that provided in Group merger. To date, no superi alternative proposal has been received, even Connecticut Water undertaking a public go-shop process during which me than 50 potential bidders were actively solicited. The company noted that Eversource was among parties invited participate in this process, but it declined do so instead has pursued a public misinfmation campaign. Carol P. Wallace, Chairman Connecticut Water Service Board, said, Our Board has been, remains, committed acting in best interests company all Connecticut Water shareholders. Consistent this commitment, we have actively tried engage Eversource, including providing operating financial infmation, participating in multiple conversations providing access company s Board, management financial adviss. Despite our engagement, Eversource submitted a revised proposal that represents an increase less than 1% from its April 5, 2018, proposal $63.50 per share.

5 While we have repeatedly tried engage Eversource, including putting fth a reasonable counter proposal that better reflected value company, Eversource has failed engage us in a meaningful way has not materially modified its proposal. The Connecticut Water Service Board believes that any change--control acquisition proposal should provide value superi that created by Group merger equals should compensate our shareholders an appropriate premium that reflects Connecticut Water s high-quality, highly desirable well-managed assets. Absent a full fair proposal any indication from Eversource that it is willing make such a proposal, re is no basis f furr discussions Eversource, particularly given access infmation already provided Eversource. Accdingly, we are directing our attention realizing significant value certain benefits created by merger Group, concluded Ms. Wallace. As previously disclosed, on June 20, 2018, Eversource s financial advis, Goldman Sachs Group, Inc., contacted Connecticut Water s financial advis, Wells Fargo Securities, LLC, requesting a meeting clarify aspects Eversource s $63.50 per share proposal. Connecticut Water chose accept meeting provide Eversource opptunity clarify its proposal in der confirm that every viable alternative merger Group has been expled. On June 29, 2018, Carol P. Wallace, Chairman Connecticut Water Service Board, David C. Benoit, President Chief Executive Officer Connecticut Water, representatives from company s financial advis, Wells Fargo, met representatives from Eversource its financial advis. During meeting, Connecticut Water engaged Eversource determine wher re was a viable path fward Eversource. Specifically, parties discussed areas that Connecticut Water Service Board previously determined were inadequate, including value f Connecticut Water shareholders benefits f cusmers, employees communities served by Connecticut Water. On July 2, 2018, Connecticut Water received Eversource s revised, non-binding $64.00 per share proposal, which Board, in consultation its financial legal adviss, thoughly reviewed. On July 7, 2018, Carol P. Wallace, Chairman Connecticut Water Service Board Directs, David C. Benoit, President Chief Executive Officer Connecticut Water, sent following letter James J. Judge, Chairman, President Chief Executive Officer Eversource, explaining rationale f value placed on Group merger reviewing Board s determination reject $64.00 per share proposal as inadequate, not superi Group merger not in best interests Connecticut Water shareholders: July 7, 2018 Mr. James J. Judge Chairman, President Chief Executive Officer Eversource Energy 800 Boylsn Street Bosn, MA Dear Jim: Thank you f meeting Carol me on June 29, 2018 f fmally submitting Eversource s non-binding revised proposal acquire all outsting shares Connecticut Water common sck f $64.00 per share in cash / Eversource common sck on July 2, As we shared you on our call on Saturday, July 7, 2018, after careful review consideration revised proposal, including consultation our financial legal adviss, Board Directs Connecticut Water has unanimously determined that revised proposal, which represents a less than 1% increase from Eversource s April 5, 2018 proposal $63.50, does not constitute a superi proposal as compared terms, value benefits

6 Group merger. Meover, Board has unanimously determined that Eversource s acquisition proposal is inadequate significantly undervalues Connecticut Water. We wanted take this opptunity reiterate f you in me detail reasons f Board s determination. We can get $64.00 per share on our own, while preserving f our shareholders even greater upside potential. Based on our business plan, current trading levels histic trading multiples as a stalone company, Connecticut Water Board Directs management team believe that Connecticut Water s common sck would, on its own, trade at a price similar Eversource s proposed price in near term, we would still retain ability sell Connecticut Water at a premium in connection a future transaction engage in some or value maximizing transaction similar Group merger. The Group merger adds substantial value Connecticut Water s stalone value both at completion over long-term, this value is significantly greater than what you have proposed. Your $64.00 per share proposal is less than $64.72 per share implied value that Connecticut Water shareholders would receive through Group merger at its completion. 1 Notably, even greater value creation in future is very achievable based on our combined asset base, prospects f continued growth opptunities f M&A as eir a buyer a seller. Our internal estimates based on Connecticut Water s Group s financial projections through 2022 (which have been made publicly available in Fm S-4) imply a future value per Connecticut Water share $85.74 by 2023, calculated by multiplying pro fma earnings per share by an average histical trading multiple 25.0x (which is at midpoint multiples range f valuation water utilities). Discounting that $85.74 plus aggregate expected dividends back beginning 2018 at average two combined companies weighted cost equity, present value per Connecticut Water share under Group merger is me than $ Completing Group merger also retains enhances combined company s ability both attain furr growth on a stalone basis (through acquisitions capital investments not currently contemplated by companies financial projections) sell combined company at an additional premium in connection a future transaction. Furrme, in Group merger, we have achieved f Connecticut Water shareholders a significantly higher than average premium f a merger equals transaction; in contrast, your revised proposal constitutes a 22% premium, which is substantially lower than histical average premium me than 30% f utility acquisition transactions. It is primarily f se reasons that Board Directs Connecticut Water unanimously views Group merger as being substantially economically superi Eversource s revised proposal. That said, let me reiterate, Board Directs is committed acting in best interests Company all Connecticut Water shareholders, we st ready willing consider a full fair proposal from Eversource ( any or party) that delivers value benefits superi those provided in Group merger. 1 Based on exchange ratio Group s closing sck price $56.90 per share on April 25, 2018, day befe Califnia Water Service announced its proposal acquire Group. The value per share merger equals Group is not fixed fluctuates based on Group s sck price.

7 To undersce this commitment, Board Directs would be prepared engage in furr discussions regarding a possible acquisition by Eversource if Eversource submitted a proposal that exceeded $69.50 on befe Thursday, July 12, We believe this price is reasonable not only in light value expected from Group merger, but also based on value we are confident we can deliver Connecticut Water shareholders on a stalone basis through continued execution our business plan if Group merger is not completed. The Board Directs would also expect that any transaction a third party, including Eversource, would provide employee, cusmer community benefits at least as favable as those provided by Group merger. We note that we do not see a need f proposed paid advisy board role f current members Board Directs as suggested in your July 2, 2018 proposal would instead recommend that you focus your attention on enhancing value your fer benefits our stakeholders. On behalf Board Directs Connecticut Water Service, Inc., Sincerely, Connecticut Water Service, Inc. By: /s/ Carol P. Wallace By: /s/ David C. Benoit Name: Carol P. Wallace Name: David C. Benoit Title: Chairman Board Directs Title: President Chief Executive Officer On July 11, 2018, Connecticut Water received a letter from Eversource reiterating its inadequate $64.00 per share proposal. In its letter, Eversource provided no movement ward Connecticut Water s $69.50 per share counterproposal, but instead continued assert numerous inaccuracies mischaracterizations regarding significant value certain benefits created by Group merger. On July 12, 2018, Connecticut Water sent following letter Eversource set recd straight crect se inaccuracies mischaracterizations: July 12, 2018 Mr. James J. Judge Chairman, President Chief Executive Officer Eversource Energy 800 Boylsn Street Bosn, MA Dear Jim: We received your July 11, 2018 letter. We were surprised that, despite our multiple conversations data provided, you failed make any movement ward our reasonable counter proposal instead, simply reiterated $64.00 per share proposal that you know our Board Directs already determined was inadequate, as detailed in our July 7, 2018 letter you. Meover, Eversource s July 11 letter continues make inaccurate misleading statements that mischaracterize our engagement Eversource significant value certain benefits provided by Group merger. We want set recd straight:

8 The Group merger is a merger equals (MOE) transaction not a sale as you continue wrongly assert. This is an imptant distinction because an MOE provides specific value certain benefits all our stakeholders that Eversource s acquisition proposal does not. Indeed, in addition significant value Group merger provides our shareholders at closing over long-term, our merger Group maintains a strong local wkfce no layfs, our long-sting commitment outsting cusmer service, commitments f approximately $200 million annual capital investments across combined operations, a commitment environmental stewardship, a commitment ongoing suppt our communities, which is ftified by our continuing New Engl headquarters located in Clinn, CT. These benefits st in sharp contrast Eversource s proposal, which is not only silent on many se stakeholder commitments, but also fails provide full fair value f Connecticut Water shareholders. In addition, premiums f acquisition transactions MOE transactions are different. Whereas Eversource s acquisition proposal is 11%below histical average premium f utility acquisition transactions, in Group merger, we have achieved f Connecticut Water shareholders a premium that is 13%higherthan average premiums f a utility MOE transaction. We have tried actively engage Eversource; it is Eversource who is unwilling meaningfully engage Connecticut Water. We have provided operating financial infmation, participated in multiple conversations provided access company s Board Directs, management financial adviss. Eversource was also among 50 parties invited participate in our go-shop process, but Eversource declined do so. Additionally, we put fth a reasonable counter proposal on July 7, 2018, that better reflected value company value Group merger. Yet, Eversource has not materially modified its proposal has not made any movement in response counter proposal we submitted. It is stard methodology base implied transaction premium upon true unaffected share price rar than midpoint discounted cash flow analysis, as you have suggested. Referencing Connecticut Water s true unaffected price per share, pri announcement Group merger, reduces implied premium Eversource s revised proposal, which is meaningfully lower than histical average premium paid in comparable utility acquisition transactions. A 27.5x price--earnings multiple may be relevant f integrated electric gas utility companies, but does not represent an extremely compelling valuation f an acquisition high-quality, highly desirable well-managed pure-play water assets like Connecticut Water. Additionally, our reasonable counter proposal $69.50 per share implies a multiple 29.8x our estimated 2018 earnings per share, which is in line implied price--earnings multiples achieved in or recent utility acquisition transactions. Our merger Group remains on track close during fourth quarter We are making progress necessary approvals. F example, as previously announced, Federal Trade Commission has already granted early termination waiting period under Hart-Scott-Rodino Antitrust Improvements Act 1976, as amended.

9 Eversource s proposal is inadequate significantly undervalues Connecticut Water. There is no reasonable basis f Eversource s public assertions that its proposal is superi Group merger we strongly object se continued references. We view Eversource s public statements in this regard as false as an attempt mislead our shareholders in der prevent Connecticut Water from securing vote required approve Group merger. The breakup fee provision in our merger agreement is stard cusmary, as Eversource s own pri merger shows. The wisdom Connecticut Water Service Board Directs in agreeing cusmary breakup fee as part securing value creating Group merger not pursuing negotiations Eversource that may have jeopardized that transaction has been fully proven by Eversource s inability submit a competitive, let alone superi, proposal Group merger. Since Eversource has repeatedly failed provide a full fair proposal has provided no indication that it is willing make such a proposal, we are directing our attention realizing significant value certain benefits created by Group merger, we respectfully request that Eversource cease its wrongful pursuit a plainly inferi proposal. On behalf Board Directs Connecticut Water Service, Inc., Sincerely, Connecticut Water Service, Inc. By: /s/ Carol P. Wallace By: /s/ David C. Benoit Name: Carol P. Wallace Name: David C. Benoit Title: Chairman Board Directs Title: President Chief Executive Officer Additional infmation suppting Board s determination reject Eversource s revised proposal as inadequate significantly undervaluing company will be available in a Fm 8-K filed day U.S. Securities Exchange Commission posted Connecticut Water remains subject Group amended merger agreement, its Board has not changed its recommendation regarding Group merger. Wells Fargo Securities, LLC is serving as Connecticut Water s financial advis Sullivan & Cromwell LLP as its legal counsel. About is a publicly traded holding company headquartered in Clinn, Connecticut. is parent company The Connecticut Water Company, The Maine Water Company, The Avon Water Company, The Heritage Village Water Company. Toger, se subsidiaries provide water service me than 450,000 people in Connecticut Maine, wastewater service me than 10,000 people in Connecticut. Fward-Looking Statements This document contains fward-looking statements in meaning Private Securities Litigation Refm Act 1995, as amended. Some se fwardlooking statements can be identified by use fward-looking wds such as believes, expects, may, will, should, seeks, approximately, intends, plans, estimates, projects, strategy, anticipates, negative those wds or comparable terminology.

10 The accuracy such statements is subject a number risks, uncertainties assumptions including, but not limited, following facts: (1) risk that conditions closing transaction are not satisfied, including risk that required approvals from shareholders sckholders Group f transaction are not obtained; (2) risk that regulaty approvals required f transaction are not obtained, that in der obtain such regulaty approvals, conditions are imposed that adversely affect anticipated benefits from proposed transaction cause parties abon proposed transaction; (3) risk that anticipated tax treatment transaction is not obtained; (4) effect water, utility, environmental or governmental policies regulations; (5) litigation relating transaction; (6) uncertainties as timing consummation transaction ability each party consummate transaction; (7) risks that proposed transaction disrupts current plans operations Group ; (8) ability Group retain hire key personnel; (9) competitive responses proposed transaction; (10) unexpected costs, charges expenses resulting from transaction; (11) potential adverse reactions changes business relationships resulting from announcement completion transaction; (12) combined companies ability achieve growth prospects synergies expected from transaction, as well as delays, challenges expenses associated integrating combined companies existing businesses; (13) legislative economic developments. These risks, as well as or risks associated proposed transaction, are me fully discussed in joint proxy statement/prospectus that is included in Registration Statement on Fm S-4 filed by Group Securities Exchange Commission ( SEC ) on April 25, 2018 in connection proposed transaction, as amended by that Amendment No. 1 Fm S-4 filed SEC on June 7, 2018 that Amendment No. 2 Fm S-4 filed SEC on June 25, 2018, s quarterly rept on Fm 10-Q f period ended March 31, 2018 filed SEC on May 9, In addition, actual results are subject or risks uncertainties that relate me broadly s overall business financial condition, including those me fully described in s filings SEC including its annual rept on Fm 10-K f fiscal year ended December 31, 2017 Group s overall business, including those me fully described in Group s filings SEC including its annual rept on Fm 10-K f fiscal year ended December 31, Fward looking statements are not guarantees perfmance, speak only as date made, neir its management n Group its management undertakes any obligation update revise any fward-looking statements. Additional Infmation Where Find It In connection proposed transaction between Group, Group filed SEC a Registration Statement on Fm S-4, as amended by that Amendment No. 1 Fm S-4 filed SEC on June 7, 2018 that Amendment No. 2 Fm S-4 filed SEC on June 25, 2018, that includes a joint proxy statement Group that also constitutes a prospectus Group. will also file a GREEN proxy card SEC, Group may also file or documents SEC regarding proposed transaction. This document is not a substitute f joint proxy statement/prospectus, Fm S-4 any or document which Group has filed may file SEC. INVESTORS AND SECURITY HOLDERS OF AND GROUP ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

11 Invests security holders may obtain free copies Fm S-4 joint proxy statement/prospectus any or documents filed SEC by Group through website maintained by SEC at Copies documents filed SEC by will be made available free charge on s invest relations website at Copies documents filed SEC by Group will be made available free charge on Group s invest relations website at No Offer Solicitation This communication is f infmational purposes only is not intended does not constitute an fer sell, solicitation an fer subscribe f buy, a solicitation any vote approval in any jurisdiction, n shall re be any sale, issuance transfer securities in any jurisdiction in which such fer, sale solicitation would be unlawful pri registration qualification under securities laws any such jurisdiction. No fer securities shall be made except by means a prospectus meeting requirements Section 10 Securities Act 1933, as amended, orwise in accdance applicable law. Participants in Solicitation, Group certain ir respective directs ficers, or members management employees, may be deemed be participants in solicitation proxies from holders Group securities in respect proposed transaction between Group. Infmation regarding s directs ficers is available in s annual rept on Fm 10-K f fiscal year ended December 31, 2017 its proxy statement f its 2018 annual meeting dated April 6, 2018, which are filed SEC. Infmation regarding Group s directs ficers is available in Group s annual rept on Fm 10-K f fiscal year ended December 31, 2017 its proxy statement f its 2018 annual meeting dated March 6, 2018, which are filed SEC. Invests may obtain additional infmation regarding interest such participants by reading Fm S-4 joint proxy statement/prospectus or documents filed SEC by Group. These documents will be available free charge from sources indicated above. Connecticut Water Contacts Daniel J. Meaney, APR Direct, Cpate Communications (860) dmeaney@ctwater.com Invests Mike Verrechia / Bill Dooley Mrow Sodali, LLC (800) Media Joele Frank, Wilkinson Brimmer Katcher Sharon Stern / Barrett Golden / Joseph Sala (212)

12 Invest Materials July 13, 2018 Exhibit 99.2

13 Fward be identified Looking by Statements use fward-looking This document wds contains such fward-looking as believes, expects, statements may, in will, meaning should, seeks, Private approximately, Securities Litigation intends, Refm plans, Act estimates, 1995, as amended. projects, Some strategy, se fward-looking anticipates, statements negative can conditions those wds closing or comparable transaction terminology. are not The satisfied, accuracy including such statements risk that is required subject approvals a number from risks, shareholders uncertainties assumptions sckholders including, but not Group limited f, transaction following facts: are not obtained; (1) risk (2) that that regulaty approvals required f transaction are not obtained, that in der obtain such regulaty approvals, conditions are imposed that adversely affect anticipated benefits from proposed risk transaction policies regulations; cause parties (5) litigation abon relating proposed transaction; transaction; (6) uncertainties (3) risk that as anticipated timing tax treatment consummation transaction transaction is not obtained; ability (4) effect each party water, consummate utility, environmental transaction; or (7) risks governmental proposed transaction disrupts current plans operations Group ; (8) ability Group retain hire key personnel; (9) competitive responses proposed transaction; that (10) combined unexpected companies costs, ability charges achieve expenses resulting growth prospects from transaction; synergies (11) expected potential from adverse transaction, reactions as changes well as delays, business challenges relationships expenses resulting associated from announcement integrating completion combined companies transaction; existing (12) businesses; Registration (13) Statement legislative on Fm economic S-4 filed by developments. Group These risks, Securities as well as or Exchange risks Commission associated ( SEC ) proposed on April transaction, 25, 2018 are in me connection fully discussed in proposed joint transaction, proxy statement/prospectus as amended by that that Amendment is included in No. 1 Fm SEC on S-4 May filed 9, In SEC addition, on June actual 7, 2018 results are that subject Amendment or No. risks 2 Fm uncertainties S-4 filed that relate SEC me on broadly June 25, 2018, s overall s business quarterly rept financial on Fm condition, 10-Q including f period those ended me March fully described 31, 2018 in filed s SEC including filings its annual SEC rept including on Fm its annual 10-K rept f on fiscal Fm year 10-K ended f December fiscal year 31, ended Fward December looking 31, 2017 statements are Group s not guarantees overall business, perfmance, including those speak me only fully as described date made, in Group s neir filings its management n Group its management undertakes any obligation update revise any fward-looking statements. 2

14 3 1Represents $70.51 $69.24 present $68.00 value $62.00 $64.00 a pro fma $66.00 $68.00 share $70.00 based $72.00 on (a) 7.0% 7.5% implied 8.0% future share Merger price Expected calculated as Add Significantly combined / Greater Value pro fma earnings Shareholders per share Than in 2023E EversourceAcquisition multiplied by an average Proposal fward P/E 25.0x, plus; (b) aggregate expected dividends f 2019E-2022E, discounted back January 1, 2019 ( July 7, 2018 letter from Board Directs Eversourcehad a typographical histical indicating 2018 as discount year) 22023E earnings per share calculated by increasing 2022E earnings per share by 6.9% (2019E-2022E estimated / combined earnings per share compounded annual err growth $3.06 rate) Note: 2019E Based -2022E on fully diluted management EPS are $2.39, fecast $2.36, updated $2.50, on $2.73 2/14/18 Source: management management fecast fecast updated updated on on 2/14/18, 4/11/18, respectively, management fecast 2019E updated -2022E on fully 4/11/18 diluted Equity EPS Discount are $2.41, Rate $2.53, Implied $2.88, Value per Share $2.62 Share $2.73 EversourceProposal $2.98 $3.21 $3.43 Price: / $64.00 Pro Estimated Fma Dividend Value per Per Share Share Pro 1.37 Fma 1.46 f Merger1201 Implied Future 9E 202 Share 0E 202 Price x 2E 202 P/E 3E multiple / Present Pro Fma Value 7.5% Diluted Cost Earnings Equity Per 23 $69.24

15 4 $54.38/share Eversource snon-binding $52.57/share, Acquisition respectively, Proposal as Represents March 14, 2018 an Inferi 2Includes Transaction four Premium utility MOE 1Based transactions on x completed merger since exchange 2005, ratio excluding s merger 3Based unaffected, on Eversource srevised pre-announcement close proposal prices $64.00/share Transactions unaffected, All-Sck Merger pre-announcement Equals Transactions18% close price $52.57/share 5% 22% 32% as 33% March 0% 7% 14, 14% % 4 Average 28% 35% premium paid / in closed Merger Utility currently Merger pending Equals utility Average acquisition Eversource transactions Proposal since 2015 Counter All-Cash Eversource Acquisition Utility All Cash Average % Premiums $64.00 $ Proposal

16 Comparable announced in Utility Transaction last three years Multiples Based Offer on quality, a Basis asset f a scarcity Higher P/E Multiple growth prile, Than Eversource s acquisition multiples Nonbinding f water Acquisition utilities Proposal are typically Analysis higher includes than gas selected electric predominantly utilities Eversource s regulated utility 27.5x acquisition 2018E P/E transactions LTM P/E) multiple is not extremely compelling 1 $69.50 counter proposal represents a me reasonable 29.8x 2018E P/E multiple (34.2x LTM P/E)2 Histical Utility Acquisition P/E Multiples 24.1x (31.5x P/E Multiple Range 38.3x 23.2x NTM P/E Multiple Range 30.4x 1 Based on Eversource s non-binding proposal $64.00/share 2 Based on counter proposal $69.50/share Source: CapitalIQ, FactSet, public LTM filings, invest presentations 5

17 Additional a Registration Infmation Statement About on Fm S-4, Merger as amended Where by that Find Amendment It Additional No. Infmation 1 Fm S-4 filed Where Find SEC It In on connection June 7, 2018 that proposed Amendment transaction No. 2 between Fm S-4 filed Group, SEC on June Group 25, 2018, filed that includes SEC joint proxy statement Group that also constitutes a prospectus Group. will also file a GREEN proxy card SEC, Group may also file or documents a INVESTORS SEC regarding AND SECURITY proposed transaction. HOLDERS This OF document AND is not a GROUP substitute ARE f URGED joint proxy TO READ statement/prospectus, THE REGISTRATION Fm S-4 STATEMENT, any or document THE JOINT which PROXY STATEMENT/PROSPECTUS Group has filed may AND file ALL OTHER SEC. RELEVANT ENTIRETY BECAUSE DOCUMENTS THEY THAT CONTAIN ARE FILED OR WILL OR WILL CONTAIN BE FILED IMPORTANT WITH THE INFORMATION SEC, AS WELL ABOUT AS ANY THE AMENDMENTS PROPOSED TRANSACTION OR SUPPLEMENTS AND RELATED TO THESE MATTERS. DOCUMENTS, Invests CAREFULLY security AND holders IN THEIR free copies Fm S-4 joint proxy statement/prospectus any or documents filed SEC by Group through website maintained by SEC at Copies documents may obtain filed charge on SEC Group s by invest will relations be made website available at free charge on s invest relations No Offer website at Solicitation This communication Copies is documents f infmational filed purposes SEC only by is Group not intended will be made does available not constitute free an such fer fer, sell, sale solicitation solicitation would an be fer unlawful subscribe pri registration f buy, a qualification solicitation under any vote securities approval laws in any any jurisdiction, such jurisdiction. n shall No re fer be any securities sale, issuance shall be made transfer except securities by means in any a prospectus jurisdiction meeting in which requirements Section 10 Securities Act 1933, as amended, orwise in accdance applicable law. Participants in Solicitation, Group certain ir respective directs ficers, between or members Group. management Infmation regarding employees, s may directs be deemed ficers be participants is available in in solicitation s annual proxies rept from on Fm holders 10-K f fiscal year ended Group December securities 31, in 2017 respect its proxy proposed statement transaction 2018 annual meeting dated April 6, 2018, which are filed SEC. Infmation regarding Group s directs ficers is available in Group s annual rept on Fm 10-K f fiscal year f ended its December reading 31, Fm 2017 S-4 its proxy joint statement proxy statement/prospectus f its 2018 annual meeting or dated documents March filed 6, 2018, which SEC are by filed SEC. Group. Invests These may documents obtain additional will be infmation available free regarding charge from interest sources such indicated participants above. by 6