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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