Explanatory Note:
This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of Avangrid, Inc., filed June 20, 2023 (“Original Form 8-K”). This Form 8-K/A is being filed to correct a typographical error. No other changes were made to the Original Form 8-K. Accordingly, Item 8.01 is amended by restating it in its entirety. References to the Exhibits in this Form 8-K/A are references to the Exhibits filed with the Original Form 8-K and incorporated by reference herein.
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 dated as of January 3, 2022, and the Amendment No. 2 to the Merger Agreement dated as of April 12, 2023, collectively, 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 July 20, 2023 (the “End Date”).
On June 19, 2023, PNMR, Avangrid and Merger Sub entered into Amendment No. 3 to the Merger Agreement (the “Third Amendment”), pursuant to which they agreed to further extend the “End Date” under the Merger Agreement from July 20, 2023 to December 31, 2023, provided that PNMR and Avangrid may mutually agree to extend the End Date to March 31, 2024 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).
The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third 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 and should be reviewed in our Form 10-K and other subsequent filings with the SEC. Specifically, forward-looking statements include, without limitation: our ability to close the proposed merger with PNMR, the anticipated timing and terms of the proposed merger, our ability to realize the anticipated benefits of the proposed merger and our
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