On May 14, 2019, the Company entered into an Underwriting Agreement with Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein (collectively, the “Underwriters”), for the issuance and sale by the Company of $750 million aggregate principal amount of its 3.800% notes due 2029 (the “Notes”). The closing of the offering occurred on May 16, 2019.
The Notes were issued pursuant to an indenture, dated as of November 21, 2017, between the Company and The Bank of New York Mellon, as trustee (the “Indenture”), as supplemented by the Second Supplemental Indenture, dated as of May 16, 2019 (the “Second Supplemental Indenture”).
The Notes were issued in an underwritten public offering pursuant to the Company’s Registration Statement on FormS-3ASR filed with the Securities and Exchange Commission on May 6, 2019 (Reg.No. 333-231251) (the “Registration Statement”) and related prospectus, dated May 6, 2019, and prospectus supplement, dated May 14, 2019.
Interest on the Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2019, and on the maturity date for the Notes. The Notes will mature on June 1, 2029. The Notes are the Company’s direct unsecured and unsubordinated obligations and rank equally with the Company’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Notes are structurally subordinated to all existing and future obligations at the Company’s subsidiaries.
The foregoing description of the Notes and related agreements is qualified in its entirety by the terms of the Underwriting Agreement, the Indenture, and the Second Supplemental Indenture (including the form of the Notes), which are filed as Exhibits 1.1 and 4.1 through 4.3, respectively, hereto and are incorporated herein by reference and incorporated by reference into the Registration Statement. An opinion regarding the legality of the Notes is filed as Exhibit 5.1 hereto, and is incorporated by reference into the Registration Statement, and a consent relating to the incorporation of such opinion is incorporated by reference into the Registration Statement and is filed as Exhibit 23.1 hereto by reference to its inclusion within Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated May 14, 2019, by and among the Avangrid, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC |
| |
| 4.1 | | Indenture, dated as of November 21, 2017, between the Company and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to Form8-K filed with the SEC on November 21, 2017) |
| |
| 4.2 | | Second Supplemental Indenture, dated May 16, 2019, between the Company and The Bank of New York Mellon, as trustee |
| |
| 4.3 | | Form of Global Note Representing the Notes (included in Exhibit 4.2) |
| |
| 5.1 | | Opinion of White & Case LLP |
| |
| 23.1 | | Consent of White & Case LLP (included in the opinion filed as Exhibit 5.1) |
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