UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 3, 2022
Avangrid, Inc.
(Exact name of registrant as specified in its charter)
| New York | 001-37660 | 14-1798693 | ||
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
180 Marsh Hill Road
Orange, Connecticut |
06477 | |
| (Address of principal executive offices) | (Zip Code) |
Telephone: (207) 629-1190
(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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
Title of each class |
Trading
|
Name of each exchange
|
||
| Common Stock | AGR | New York Stock Exchange |
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. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement |
Amendment No. 1 to the Agreement and Plan of Merger
As previously disclosed, on October 20, 2020, Avangrid, Inc. (“Avangrid”), a New York corporation, PNM Resources, Inc., a New Mexico corporation (“PNMR”), and NM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of Avangrid (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into PNMR (the “Merger”), with PNMR surviving the Merger as a direct wholly-owned subsidiary of Avangrid. The Merger Agreement provides that it may be terminated if the Effective Time shall not have occurred by January 20, 2022 (“End Date”), provided that either Avangrid or PNMR may extend the End Date to April 20, 2022 if all conditions to Closing have been satisfied other than the obtaining of all Required Regulatory Approvals.
On January 3, 2022, Avangrid, PNMR and Merger Sub entered into an Amendment to the Merger Agreement (the “Amendment”), pursuant to which Avangrid, PNMR and Merger Sub each agreed to extend the “End Date” until April 20, 2023. The parties acknowledge in the Amendment that the required regulatory approval from the New Mexico Public Regulation Commission (“NMPRC”) has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. In light of this outstanding approval, the parties determined to approve the Amendment. As amended, the Merger Agreement may be terminated by each of Avangrid and PNMR under certain circumstances, including if the Merger is not consummated by April 20, 2023 (subject to a three-month extension by Avangrid and PNMR by mutual consent if all of the conditions to the closing, other than the conditions related to obtaining regulatory approvals, have been satisfied or waived).
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
| Item 8.01 |
Other Events. |
On January 3, 2022, Avangrid, PNMR, Merger Sub and Iberdrola, S.A., the parent of Avangrid and Merger Sub, filed a notice of appeal with the New Mexico Supreme Court. The parties intend to appeal the NMPRC’s December 8, 2021 order rejecting the stipulation agreement and related regulatory commitments agreed to by Avangrid and PNMR which were under consideration by the NMPRC in connection with the requested approval of the Merger.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit
No. |
Description | |
| 2.1 | Amendment to Merger Agreement, dated as of January 3, 2022, by and among PNM Resources, Inc., Avangrid, Inc. and NM Green Holdings, Inc. | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K for Avangrid that relate to future events or expectations, developments, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as “may,” “will,” “would,” “can,” “expect(s),” “intend(s),” “anticipate(s),” “estimate(s),” “believe(s),” “future,” “could,” “should,” “plan(s),” “aim(s),” “assume(s)”, “project(s)”, “target(s)”, “forecast(s)”, “seek(s)” and or the negative of such terms or other variations on such terms, comparable terminology or similar expressions. These forward-looking statements generally include statements regarding the potential transaction between Avangrid and PNMR, including any statements regarding the expected timetable for completing the potential Merger, the ability to complete the potential Merger, the expected benefits of the potential Merger, projected financial information, future opportunities, and any other statements regarding Avangrid’s and PNMR’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Readers are cautioned that all forward-looking statements are based upon current reasonable beliefs, expectations and assumptions. Neither Avangrid nor PNMR assumes any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, Avangrid and PNMR caution readers not to place undue reliance on these statements. Avangrid’s and PNMR’s business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see Avangrid’s Form 10-K and Form 10-Q filings and the information filed on Avangrid’s Forms 8-K with the Securities and Exchange Commission (the “SEC”) as well as its subsequent SEC filings, and the risks and uncertainties related to the proposed Merger with PNMR, including, but not limited to: the expected timing and likelihood of completion of the pending Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending Merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the failure by Avangrid to obtain the necessary financing arrangement set forth in commitment letter received in connection with the Merger, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the possibility that PNMR’s shareholders may not approve the Merger Agreement, the risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed Merger, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of PNMR to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVANGRID, INC. | ||||||
| (Registrant) | ||||||
| Dated: January 3, 2022 | By: |
/s/ R. Scott Mahoney |
||||
| Name: | R. Scott Mahoney | |||||
| Title: | Secretary and General Counsel | |||||
Exhibit 2.1
AMENDMENT TO MERGER AGREEMENT
This AMENDMENT TO MERGER AGREEMENT, dated as of January 3, 2022 (this “Amendment”), is by and between Avangrid, Inc., a New York corporation (“Parent”), NM Green Holdings, Inc., a New Mexico corporation and direct subsidiary of Parent (“Merger Sub”), and PNM Resources, Inc., a New Mexico corporation (the “Company” and, together with Parent and Merger Sub, the “Parties” and each, a “Party”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
WHEREAS, the Company, Parent and Merger Sub have entered into that certain Agreement and Plan of Merger, dated as of October 20, 2020 (the “Merger Agreement”);
WHEREAS, as of the date hereof, the Required Regulatory Approval from the New Mexico Public Regulatory Commission has not been obtained (the “Outstanding Approval”) and the Parties have reasonably determined that such Outstanding Approval will not be obtained by January 20, 2022, or by April 20, 2022 if the End Date were to be extended to such date in accordance with Section 8.1(c) of the Merger Agreement;
WHEREAS, Section 8.1(c) of the Merger Agreement provides that the Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time by Parent or the Company if the Effective Time shall not have occurred on or before the End Date;
WHEREAS, in light of the above referenced Outstanding Approval, the Parties acknowledge that it is reasonably expected that each Party will have the right to terminate the Merger Agreement pursuant to Section 8.1(c) after April 20, 2022;
WHEREAS, on or about January 3, 2022, Parent and Merger Sub plan to file a notice of appeal of the New Mexico Public Regulation Commission’s December 9, 2021 Order on Certification of Stipulation with the New Mexico Supreme Court; and
WHEREAS, in light of the above referenced Outstanding Approval, the board of directors of each of the Parties has determined that it is in such Party’s best interests and the best interests of its shareholders (as applicable) for the Parties to continue to be bound by the Merger Agreement and each of the Parties desires to amend the Merger Agreement, as set forth in Section 1 below.
NOW, THEREFORE, in consideration of the mutual covenants, agreements and undertakings contained herein, and other good and valuable consideration, and subject to and on the terms and conditions set forth in this Amendment, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
SECTION 1. Waiver and Agreement
(a) The Parties hereby agree that Section 8.1(c) of the Merger Agreement shall be amended in its entirety to read as follows:
“By Parent or the Company if the Effective Time shall not have occurred on or before 5:00 p.m. New York City time on April 20, 2023 (the “End Date”); provided that if, prior to the End Date, all of the conditions to the Closing set forth in Article VII have been satisfied or waived, as applicable, or for conditions that by their nature are to be satisfied at the Closing, shall then be capable of being satisfied (except for any condition set forth in Section 7.1(c) or Section 7.1(d)), the Company and Parent may mutually agree to extend the End Date to a date that is three (3) months after the End Date (and if so extended, such later date being the End Date); provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the Party seeking to terminate if any action of such Party (or, in the case of Parent, Merger Sub) or the failure of such Party (or, in the case of Parent, Merger Sub) to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time has been the primary cause of the failure of the Effective Time to occur on or before the End Date;”
SECTION 2. General Provisions.
(a) Except as expressly provided herein, nothing in this Amendment shall be deemed to constitute a waiver of compliance by any Party with respect to any other term, provision or condition of the Merger Agreement or shall be deemed or construed to amend, supplement or modify the Merger Agreement or otherwise affect the rights and obligations of any Party thereto, all of which remain in full force and effect.
(b) The following provisions from the Merger Agreement shall be incorporated into, and be effective with respect to, this Amendment as if set forth herein, mutatis mutandis: Section 9.2 (Modification or Amendment), Section 9.4 (Notices), Section 9.6 (Severability), Section 9.7 (Entire Agreement; Assignment), Section 9.9 (Governing Law), Section 9.11 (Counterparts)), Section 9.12 (Specific Performance), Section 9.13 (Jurisdiction) and Section 9.14 (Waiver of Jury Trial).
[Signature page follows.]
IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.
| AVANGRID, INC. |
|
/s/ Dennis V. Arriola |
| Name: Dennis V. Arriola |
| Title: Chief Executive Officer |
| NM GREEN HOLDINGS, INC. |
|
/s/ Dennis V. Arriola |
| Name: Dennis V. Arriola |
| Title: President and Treasurer |
| PNM RESOURCES, INC. |
|
/s/ Patricia K. Callawn |
| Name: Patricia K. Collawn |
| Title: Chairman, President and Chief Executive |