UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 15, 2021, Avangrid, Inc. (the “Corporation”) entered into a side letter agreement with Iberdrola, S.A. (“Iberdrola”), which owns 81.5% of the issued and outstanding shares of common stock of the Corporation (the “Side Letter Agreement”), which sets forth certain terms and conditions relating to the funding commitment letter (the “Funding Commitment Letter”) issued by Iberdrola on October 20, 2020 in connection with the agreement and plan of merger (the “Merger Agreement”) entered into by the Corporation, PNM Resources, Inc. (“PNMR”), and NM Green Holdings, Inc., a wholly-owned subsidiary of Avangrid (“Merger Sub”), 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 Side Letter Agreement provides that any drawing in the form of indebtedness made by the Corporation pursuant to the Funding Commitment Letter shall bear interest at an interest rate equal to 3-month LIBOR plus 0.75% per annum calculated on the basis 360-day year for the actual number of days elapsed and, commencing on the date of the Funding Commitment Letter, the Corporation shall pay Iberdrola a facility fee equal to 0.12% per annum on the undrawn portion of the funding commitment set forth in the Funding Commitment Letter. The Corporation is required to repay any amounts drawn on the Funding Commitment Letter in the form of indebtedness no later than 180 days from the date of such draw and the Side Letter Agreement will terminate on the earlier of (i) the closing of the Merger and payment of the Merger consideration set forth in the Merger Agreement and (ii) the termination of the Merger Agreement.
The description above is only a summary of the material provisions of the Side Letter Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions in such Side Letter Agreement, a copy of which is attached hereto as Exhibit 10.1.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Side Letter Agreement, dated April 15, 2021, between Avangrid, Inc. and Iberdrola, S.A. | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| AVANGRID, INC. | ||
| By: | /s/ Douglas Stuver | |
| Name: | Douglas Stuver | |
| Title: | Senior Vice President – Chief Financial Officer | |
Dated: April 16, 2021
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