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): July 3, 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 Symbol(s)		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 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

On April 6, 2022, Avangrid, Inc. (the “Corporation”) entered into a deposit agreement (the “Deposit Agreement”) with Iberdrola, S.A., which owns approximately 81.5% of the issued and outstanding shares of common stock of the Corporation, and Iberdrola Financiación, S.A.U., a wholly-owned subsidiary of Iberdrola, S.A. (collectively, “Iberdrola”), which sets forth the terms and conditions relating to deposits made by Iberdrola with the Corporation, from time to time, for up to twelve months at a rate agreed upon by both parties. The Deposit Agreement provides an efficient and cost-effective financing arrangement for the Corporation to manage liquidity and reduce the need for external borrowing.

On July 3, 2023, Iberdrola deposited $250 million (the “Deposit”) with the Corporation pursuant to the Deposit Agreement, which bears interest from the date of the Deposit at a rate per annum equal to 5.50%. Interest accrues on the Deposit until the Deposit and any accrued interest is repaid in full on or before July 24, 2023.

The foregoing description of the Deposit Agreement is qualified in its entirety by reference to the Deposit Agreement, 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		Deposit Agreement, dated April 6, 2022, among Avangrid, Inc., Iberdrola, S.A., and Iberdrola Financiación, S.A.U.
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: the efficiency and cost-effectiveness of certain financing arrangements; future financial performance, anticipated liquidity and capital expenditures; 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

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.

 

Dated: July 5, 2023

 

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