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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
AVANGRID, INC. 
