Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed, on October 20, 2020, PNM Resources, Inc., a New Mexico
corporation ("PNMR"), Avangrid, Inc. ("Avangrid"), a New York corporation, and
NM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of
Avangrid ("Merger Sub"), entered into an Agreement and Plan of Merger (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 Avangrid. The Merger Agreement provides that it may be terminated
if the Effective Time shall not have occurred by January 20, 2022 ("End Date"),
provided that either PNMR or Avangrid may extend the End Date to April 20, 2022
if all conditions to Closing have been satisfied other than the obtaining of all
Required Regulatory Approvals.
On January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to
the Merger Agreement (the "Amendment") pursuant to which PNMR and Avangrid each
agreed to extend the "End Date" until April 20, 2023. The parties acknowledge in
the 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, 2022. In light of this outstanding approval, the parties determined to
approve the Amendment. As amended, the Merger Agreement may be terminated by
each of PNMR and Avangrid under certain circumstances, including if the Merger
is not consummated by April 20, 2023 (subject to a three-month extension by PNMR
and Avangrid by mutual consent if all of the conditions to the closing, other
than the conditions related to obtaining regulatory approvals, have been
satisfied or waived).
The foregoing description of the Amendment is qualified in its entirety by
reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and
incorporated herein by reference.
Item 8.01 Other Events.
On January 3, 2022, PNMR, Avangrid, Merger Sub and Iberdrola, S.A., the parent
of Avangrid and Merger Sub, filed a notice of appeal with the New Mexico Supreme
Court. The parties intend to appeal the NMPRC's December 8, 2021 order rejecting
the stipulation agreement and related regulatory commitments agreed to by PNMR
and Avangrid which were under consideration by the NMPRC in connection with the
requested approval of the Merger (the "Appeal").
On January 3, 2022, PNMR issued a press release announcing the filing of the
Appeal and the Amendment. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
2.1 Amendment to Merger Agreement, dated as of January 3, 2022, by and among
PNM Resources, Inc., Avangrid, Inc. and NM Green Holdings, Inc.
99.1 Press release issued by PNM Resources, Inc. on January 3, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
Statements made in this Current Report on Form 8-K for PNMR that relate to
future events or expectations, projections, estimates, intentions, goals,
targets, and strategies are made pursuant to the Private Securities Litigation
Reform Act of 1995. These forward-looking statements generally include
statements regarding the potential transaction between PNMR and Avangrid,
including any statements regarding the expected timetable for completing the
potential Merger, the ability to complete the potential Merger, the expected
benefits of the potential Merger, and any other statements regarding PNMR's and
Avangrid's future expectations, beliefs, plans, objectives, results of
operations, financial condition and cash flows, or future events or performance.
Readers are cautioned that all forward-looking statements are based upon current
expectations and estimates. Neither Avangrid nor PNMR assumes any obligation to
update this information. Because actual results may differ
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materially from those expressed or implied by these forward-looking statements,
Avangrid and PNMR caution readers not to place undue reliance on these
statements. Avangrid's and PNMR's business, financial condition, cash flow, and
operating results are influenced by many factors, which are often beyond its
control, that can cause actual results to differ from those expressed or implied
by the forward-looking statements. For a discussion of risk factors and other
important factors affecting forward-looking statements, please see PNMR's Form
10-K and Form 10-Q filings and the information filed on PNMR's Forms 8-K with
the Securities and Exchange Commission (the "SEC"), which factors are
specifically incorporated by reference herein and the risks and uncertainties
related to the proposed Merger with Avangrid, including, but not limited to: (i)
the expected timing and likelihood of completion of the pending Merger,
including the timing, receipt and terms and conditions of required governmental
and regulatory approvals of the pending Merger that could reduce anticipated
benefits or cause the parties to abandon the transaction, (ii) the occurrence of
any event, change or other circumstances that could give rise to the termination
of the Merger Agreement, (iii) the risk that the parties may not be able to
satisfy the conditions to the proposed Merger in a timely manner or at all, and
(iv) the risk that the proposed transaction could have an adverse effect on the
ability of PNMR to retain and hire key personnel and maintain relationships with
its customers and suppliers, and on its operating results and businesses
generally. Other unpredictable or unknown factors not discussed in this
communication could also have material adverse effects on forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof.
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