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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): June 19, 2023
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 No.) |
(IRS Employer Identification No.) |
| 180 Marsh Hill Road Orange, Connecticut |
06477 | |
| (Address of principal executive offices) | (Zip Code) |
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| 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 8.01 | Other Events. |
As previously disclosed, on October 20, 2020, Avangrid, Inc., a New York corporation (the “Corporation”), NM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of the Corporation (“Merger Sub”), and PNM Resources, Inc., a New Mexico corporation (“PNMR”), entered into an Agreement and Plan of Merger (as amended by the Amendment to Merger Agreement dated as of January 3, 2022, and the Amendment No. 2 to the Merger Agreement dated as of April 12, 2023, collectively, 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 the Corporation. The Merger Agreement provides that it may be terminated if the closing of the Merger shall not have occurred by July 20, 2023 (the “End Date”).
On June 19, 2023, PNMR, Avangrid and Merger Sub entered into Amendment No. 3 to the Merger Agreement (the “Third Amendment”), pursuant to which they agreed to further extend the “End Date” under the Merger Agreement from July 20, 2023 to December 31, 2023, provided that PNMR and Avangrid may mutually agree to extend the End Date to March 31, 2023 if all conditions to closing the Merger have been satisfied other than the obtaining of all Required Regulatory Approvals (as defined in the Merger Agreement).
The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 99.1 | Amendment No 3. to Merger Agreement, dated as of June 19, 2023, by and among Avangrid, Inc., PNM Resources, Inc. and NM Green Holdings, Inc. | |
| 104 | Cover page in Inline XBRL format | |
Forward Looking Statements
Certain statements in this current report on Form 8-K may relate to our future business and financial performance and future events or developments involving us and our subsidiaries that are not purely historical and may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “should,” “would,” “could,” “can,” “expect(s),” “believe(s),” “anticipate(s),” “intend(s),” “plan(s),” “estimate(s),” “project(s),” “assume(s),” “guide(s),” “target(s),”“forecast(s),” “are (is) confident that” and “seek(s)” or the negative of such terms or other variations on such terms or comparable terminology. Such forward-looking statements include, but are not limited to, statements about our plans, objectives and intentions, outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition of the business and other statements that are not historical facts. Such statements are based upon the current reasonable beliefs, expectations, and assumptions of our management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Important factors are discussed and should be reviewed in our Form 10-K and other subsequent filings with the SEC. Specifically, forward-looking statements include, without limitation: our ability to close the proposed merger with PNMR, the anticipated timing and terms of the proposed merger, our ability to realize the anticipated benefits of the proposed merger and our 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.
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ability to manage the risks of the proposed merger; future financial performance, anticipated liquidity and capital expenditures; actions or inactions of local, state or federal regulatory agencies; adverse publicity or other reputational harm; and other presently unknown unforeseen factors.
Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Other risk factors are detailed from time to time in our reports filed with the SEC, and we encourage you to consult such disclosures.
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SIGNATURES
| AVANGRID, INC. | ||
| By: | /s/ R. Scott Mahoney |
|
| Name: | R. Scott Mahoney | |
| Title: | Senior Vice President – General Counsel and Corporate Secretary | |
Dated: June 20, 2023
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Exhibit 99.1
AMENDMENT NO. 3 TO MERGER AGREEMENT
This AMENDMENT NO. 3 TO MERGER AGREEMENT, dated as of June 19, 2023 (this “Amendment No. 3”), 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, as amended by the Amendment to Merger Agreement, dated as of January 3, 2022, and Amendment No. 2 to Merger Agreement, dated as of April 12, 2023 (the “Merger Agreement”);
WHEREAS, as of the date hereof, the Required Regulatory Approval from the New Mexico Public Regulation Commission has not been obtained (the “Outstanding Approval”) and the Parties have reasonably determined that such Outstanding Approval will not be obtained by the July 20, 2023 End Date;
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 each Party will have the right to terminate the Merger Agreement pursuant to Section 8.1(c) after July 20, 2023; and
WHEREAS, 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 December 31, 2023 (the “End Date”); provided that if, prior to the End Date, all of the conditions to 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.]
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IN WITNESS WHEREOF, the Parties have duly executed this Amendment No. 3 as of the date first written above.
| AVANGRID, INC. | ||
| /s/ Pedro Azagra Blázquez |
||
| Name: | Pedro Azagra Blázquez | |
| Title: | Chief Executive Officer | |
| NM GREEN HOLDINGS, INC. | ||
| /s/ Pedro Azagra Blázquez |
||
| Name: | Pedro Azagra Blázquez | |
| Title: | President and Treasurer | |
| PNM RESOURCES, INC. | ||
| /s/ Patricia K. Callawn |
||
| Name: | Patricia K. Collawn | |
| Title: | Chairman and Chief Executive Officer | |