Introductory Note
On December 23, 2024 (the “Closing Date”), Avangrid, Inc., a New York corporation (“Avangrid” or the “Company”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger, dated as of May 17, 2024 (the “Merger Agreement”), by and among Iberdrola, S.A., a corporation organized under the laws of Spain (“Parent”), Arizona Merger Sub, Inc., a New York corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Avangrid. Pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub merged with and into Avangrid (the “Merger”), with Avangrid surviving the Merger as the surviving corporation (the “Surviving Corporation”) and as a wholly-owned subsidiary of Parent.
The description of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, in this Current Report on Form 8-K (“Current Report”) does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 17, 2024, and is incorporated herein by reference.
Item 1.02. |
Termination of a Material Definitive Agreement. |
The information provided in the Introductory Note of this Current Report (“Introductory Note”) is incorporated herein by reference into this Item 1.02.
Immediately prior to the closing of the Merger, the Company terminated the Amended and Restated Avangrid, Inc. Omnibus Incentive Plan.
At the closing of the Merger, the Company and Parent terminated the Shareholder Agreement, dated as of December 16, 2015, by and between the Company and Parent. The Company did not incur any early termination penalties in connection with the termination of the Shareholder Agreement.
Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The information provided in the Introductory Note and in Items 3.03, 5.02 and 5.03 of this Current Report is incorporated herein by reference into this Item 2.01.
On December 23, 2024, pursuant to the terms and conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Also pursuant to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Avangrid (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent and shares of Common Stock owned by Avangrid or any direct or indirect wholly-owned subsidiary of Avangrid, and in each case not held on behalf of third parties) was automatically cancelled and ceased to exist and was converted into the right to receive $35.75 per share of Common Stock in cash (the “Per Share Merger Consideration”), without interest.
Pursuant to the terms and conditions set forth in the Merger Agreement, immediately prior to the Effective Time, each phantom share unit and performance share unit granted under the Company’s equity compensation plans was cancelled in exchange for a comparable cash-settled award. Such cash-settled awards are subject to the same time and, as applicable, performance-based vesting schedule, payment timing and terms regarding treatment upon termination of employment, as applied to the original awards. With respect to performance share unit awards for which the applicable performance period had not ended prior to the Effective Time, certain performance metrics were adjusted to reflect the occurrence of the Merger.
Pursuant to the terms and conditions set forth in the Merger Agreement, record holders of shares of Common Stock as of December 2, 2024 will receive a pro-rata portion of the previously announced quarterly dividend based on the number of days elapsed from the beginning of the fourth quarter through the Closing Date in an amount of $0.40 per share of Common Stock. The dividend will be paid on January 2, 2025.
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