Item 3.02. Unregistered Sale of Equity Securities.

As previously reported on a Current Report on Form 8-K filed on May 12, 2021 by Avangrid, Inc. (the "Company"), on May 12, 2021, the Company entered into a share purchase agreement (the "Hyde Purchase Agreement") with Hyde Member LLC ("Hyde"), a Delaware limited liability company and wholly owned subsidiary of Qatar Investment Authority, to issue and sell to Hyde in a private placement (the "Hyde Private Placement") $740,000,000 of the Company's common stock (the "Hyde Placement Shares"), par value $0.01 per share (the "Common Stock"), at the purchase price of $51.40 per share (which is the closing price of the shares of the Common Stock on the New York Stock Exchange as of May 11, 2021) (the "Purchase Price"). Also on May 12, 2021, the Company entered into a share purchase agreement (the "Iberdrola Purchase Agreement" and, together with the Hyde Purchase Agreement, the "Purchase Agreements") with Iberdrola, S.A., the Company's majority shareholder ("Iberdrola"), to issue and sell to Iberdrola in a private placement (the "Iberdrola Private Placement" and, together with the Hyde Private Placement, the "Private Placements") $3,260,000,000 of the Common Stock (the "Iberdrola Placement Shares" and, together with the Hyde Placement Shares, the "Private Placement Shares") at the Purchase Price.

On May 18, 2021, the Company closed the sale of the Hyde Placement Shares pursuant to the Hyde Purchase Agreement and the sale of the Iberdrola Placement Shares pursuant to the Iberdrola Purchase Agreement. In connection with the closing, the Company issued 14,396,887 shares of Common Stock to Hyde in consideration for an aggregate purchase price of $739,999,991.80 and 63,424,125 shares of Common Stock to Iberdrola in consideration for an aggregate purchase price of $3,260,000,025.00.

The Private Placement Shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption set forth in Section 4(a)(2) of the Securities Act.




Item 8.01. Other Events.


The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

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