UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 9, 2018
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Avangrid, Inc.
(Exact name of registrant as specified in its charter)
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New York
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001-37660
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14-1798693
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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180 Marsh Hill Road
Orange, Connecticut
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6,477
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(Address of principal executive offices)
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(Zip Code)
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(207) 629-1200
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
On October 9, 2018, Central Maine Power Company (“CMP”), a subsidiary of Avangrid, Inc. (the “Corporation”), entered into amendments (the “First Amendments” and each, a “First Amendment”) to the following three transmission service agreements (each, a “TSA” and collectively, the “TSAs”), each dated as of June 13, 2018, in connection with the New England Clean Energy Connect transmission line (“NECEC”):
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1.
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TSA with NSTAR Electric Company (d/b/a Eversource), pursuant to which CMP will provide 579.335 MW of firm transmission service over the NECEC for a twenty year term commencing on the commercial operation date of the NECEC (the “COD”).
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2.
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TSA with Massachusetts Electric Company (d/b/a National Grid) and Nantucket Electric Company (d/b/a National Grid), pursuant to which CMP will provide 498.348 MW of firm transmission service over the NECEC for a twenty year term commencing on the COD.
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3.
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TSA with Fitchburg Gas and Electric Light Company (d/b/a Unitil), pursuant to which CMP will provide 12.317 MW of firm transmission service over the NECEC for a twenty year term commencing on the COD.
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The First Amendments extend (i) the trigger date for the escalation in monthly transmission service payments by the Massachusetts electric distribution companies listed above to CMP from January 25, 2019 to June 25, 2019; and (ii) the date by which the TSAs may be terminated by either party without liability if the final non-appealable approval of the Massachusetts Department of Public Utilities in accordance with Section 83D of the Massachusetts Act Relative to Green Communities is not received from January 25, 2020 to June 25, 2020.
The foregoing description of the First Amendments is not complete and is qualified in its entirety by reference to the amendments, which are attached to this current report as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 and are incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No. Description
SIGNATURES
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.
AVANGRID, INC.
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By:
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/s/ Douglas Stuver
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Name:
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Douglas Stuver
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Title:
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Senior Vice President – Chief Financial Officer
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Dated: October 15, 2018
FIRST AMENDMENT TO TRANSMISSION SERVICE AGREEMENT
THIS FIRST AMENDMENT
to the Transmission Service Agreement executed as of the 9th day of October, 2018 (the “
First Amendment
”) by and between
NSTAR Electric Company (d/b/a Eversource Energy)
(“
Distribution Company
”) and
Central Maine Power Company
(“
Owner
”). Distribution Company and Owner are referred to herein individually as a “Party” and collectively as the “
Parties
”.
RECITALS
A.
Owner and Distribution Company executed that certain Transmission Service Agreement dated as of June 13, 2018 (the "
Agreement
").
B.
Owner and Distribution Company desire to amend the provisions of the Agreement as more fully set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the Parties do hereby agree as follows:
1.
Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.
2.
Section 8.1 “
Transmission Service Payments
” shall be modified by substituting “June 25, 2019” for each of the two references to “January 25, 2019” stated in that
Section 8.1
.
3.
Section 3.3.1 “
Failure to Obtain Regulatory Approval and FERC Authorizations
” shall be modified by substituting “June 25, 2020” for the reference to “January 25, 2020” stated in
Section 3.3.1(a)(ii)
.
4.
The Agreement as modified by this First Amendment shall continue in full force and effect, and this First Amendment shall constitute a part of the Agreement. All references in the Agreement to itself shall be deemed to be references to the Agreement as amended hereby, and the Agreement as amended hereby shall be referred to as the "Agreement."
5.
The Parties hereby ratify and confirm all of the provisions of the Agreement, as amended or modified by this First Amendment, and agree and acknowledge that the same, as so amended, remains in full force and effect.
6.
This First Amendment may be signed in one or more counterparts, which, together, shall constitute a single document.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this First Amendment on their behalf as of the date first above written.
NSTAR ELECTRIC COMPANY D/B/A EVERSOURCE ENERGY
/s/ James G. Daly
Name:
James G. Daly
Title:
Vice President – Energy Supply
CENTRAL MAINE POWER COMPANY
/s/ Douglas Herling
Name:
Douglas Herling
Title:
President & CEO
/s/ Eric N. Stinneford
Name:
Eric N. Stinneford
Title:
Vice President, Controller, & Treasurer
FIRST AMENDMENT TO TRANSMISSION SERVICE AGREEMENT
THIS FIRST AMENDMENT
to the Transmission Service Agreement executed as of the 9th day of October, 2018 (the “
First Amendment
”) by and between
Massachusetts Electric Company and Nantucket Electric Company (d/b/a National Grid)
(“
Distribution Company
”) and
Central Maine Power Company
(“
Owner
”). Distribution Company and Owner are referred to herein individually as a “Party” and collectively as the “
Parties
”.
RECITALS
A.
Owner and Distribution Company executed that certain Transmission Service Agreement dated as of June 13, 2018 (the "
Agreement
").
B.
Owner and Distribution Company desire to amend the provisions of the Agreement as more fully set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the Parties do hereby agree as follows:
1.
Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.
2.
Section 8.1 “
Transmission Service Payments
” shall be modified by substituting “June 25, 2019” for each of the two references to “January 25, 2019” stated in that
Section 8.1
.
3.
Section 3.3.1 “
Failure to Obtain Regulatory Approval and FERC Authorizations
” shall be modified by substituting “June 25, 2020” for the reference to “January 25, 2020” stated in
Section 3.3.1(a)(ii)
.
4.
The Agreement as modified by this First Amendment shall continue in full force and effect, and this First Amendment shall constitute a part of the Agreement. All references in the Agreement to itself shall be deemed to be references to the Agreement as amended hereby, and the Agreement as amended hereby shall be referred to as the "Agreement."
5.
The Parties hereby ratify and confirm all of the provisions of the Agreement, as amended or modified by this First Amendment, and agree and acknowledge that the same, as so amended, remains in full force and effect.
6.
This First Amendment may be signed in one or more counterparts, which, together, shall constitute a single document.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this First Amendment on their behalf as of the date first above written.
MASSACHUSETTS ELECTRIC COMPANY AND
NANTUCKET ELECTRIC COMPANY D/B/A
NATIONAL GRID
/s/ Marcy L. Reed
Name:
Marcy L. Reed
Title:
President
CENTRAL MAINE POWER COMPANY
/s/ Douglas Herling
Name:
Douglas Herling
Title:
President & CEO
/s/ Eric N. Stinneford
Name:
Eric N. Stinneford
Title:
Vice President, Controller, & Treasurer
FIRST AMENDMENT TO TRANSMISSION SERVICE AGREEMENT
THIS FIRST AMENDMENT
to the Transmission Service Agreement executed as of the 9th day of October, 2018 (the “
First Amendment
”) by and between
Fitchburg Gas and Electric Light Company (d/b/a Unitil)
(“
Distribution Company
”) and
Central Maine Power Company
(“
Owner
”). Distribution Company and Owner are referred to herein individually as a “Party” and collectively as the “
Parties
”.
RECITALS
A.
Owner and Distribution Company executed that certain Transmission Service Agreement dated as of June 13, 2018 (the "
Agreement
").
B.
Owner and Distribution Company desire to amend the provisions of the Agreement as more fully set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the Parties do hereby agree as follows:
1.
Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.
2.
Section 8.1 “
Transmission Service Payments
” shall be modified by substituting “June 25, 2019” for each of the two references to “January 25, 2019” stated in that
Section 8.1
.
3.
Section 3.3.1 “
Failure to Obtain Regulatory Approval and FERC Authorizations
” shall be modified by substituting “June 25, 2020” for the reference to “January 25, 2020” stated in
Section 3.3.1(a)(ii)
.
4.
The Agreement as modified by this First Amendment shall continue in full force and effect, and this First Amendment shall constitute a part of the Agreement. All references in the Agreement to itself shall be deemed to be references to the Agreement as amended hereby, and the Agreement as amended hereby shall be referred to as the "Agreement."
5.
The Parties hereby ratify and confirm all of the provisions of the Agreement, as amended or modified by this First Amendment, and agree and acknowledge that the same, as so amended, remains in full force and effect.
6.
This First Amendment may be signed in one or more counterparts, which, together, shall constitute a single document.
IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this First Amendment on their behalf as of the date first above written.
FITCHBURG GAS AND ELECTRIC LIGHT
COMPANY D/B/A UNITIL
/s/ Mark H. Collin
Name:
Mark H. Collin
Title:
Senior Vice President
CENTRAL MAINE POWER COMPANY
/s/ Douglas Herling
Name:
Douglas Herling
Title:
President & CEO
/s/ Eric N. Stinneford
Name:
Eric N. Stinneford
Title:
Vice President, Controller, & Treasurer