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 (“Amendment No. 1”) dated as of January 3, 2022, 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 April 20, 2023 (the “End Date”), provided that PNMR and Avangrid may mutually agree to extend the End Date to July 20, 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).
On April 12, 2023, PNMR, Avangrid and Merger Sub entered into Amendment No. 2 to the Merger Agreement (the “Second Amendment”) pursuant to which they agreed to exercise the three-month extension of the Merger Agreement provided for in Amendment No. 1, which will extend the “End Date” from April 20, 2023 to July 20, 2023. The parties acknowledge in the Second 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, 2023.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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
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