Avangrid, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1. Background and Nature of Operations
Avangrid, Inc. (AVANGRID, we or the Company) is an energy services holding company engaged in the regulated energy
transmission and distribution business through its principal subsidiary, Avangrid Networks, Inc. (Networks), and in the
renewable energy generation business through its principal subsidiary, Avangrid Renewables Holding, Inc. (ARHI). ARHI in
turn holds subsidiaries including Avangrid Renewables, LLC (Renewables). Iberdrola, S.A. (Iberdrola), a corporation organized
under the laws of the Kingdom of Spain, owns 81.6% of the outstanding common stock of AVANGRID. The remaining
outstanding shares are owned by various shareholders with approximately 18.4% of AVANGRID's outstanding shares publicly
traded on the New York Stock Exchange (NYSE).
Proposed Merger with PNMR
On October 20, 2020, AVANGRID, PNM Resources, Inc., a New Mexico corporation (PNMR) 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 (Merger Agreement), pursuant to which Merger Sub is expected to merge with and into PNMR, with PNMR surviving
the Merger as a direct wholly-owned subsidiary of AVANGRID (Merger). Pursuant to the Merger Agreement, each issued and
outstanding share of the common stock of PNMR (PNMR common stock) (other than (i) the issued shares of PNMR common
stock that are owned by AVANGRID, Merger Sub, PNMR or any wholly-owned subsidiary of AVANGRID or PNMR, which
will be automatically cancelled at the time the Merger is consummated and (ii) shares of PNMR common stock held by a holder
who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for
fair value of such shares) will be converted, at the time the Merger is consummated, into the right to receive $50.30 in cash
(Merger Consideration).
Consummation of the Merger (Closing) is subject to the satisfaction or waiver of certain customary closing conditions,
including, without limitation, the approval of the Merger Agreement by the holders of at least a majority of the outstanding
shares of PNMR common stock entitled to vote thereon, the absence of any material adverse effect on PNMR, the receipt of
certain required regulatory approvals (including approvals from the Public Utility Commission of Texas (PUCT), the New
Mexico Public Regulation Commission (NMPRC), the Federal Energy Regulatory Commission (FERC), the Federal
Communications Commission (FCC), the Committee on Foreign Investment in the United States (CFIUS), the Nuclear
Regulatory Commission (NRC) and approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976), the Four
Corners Divestiture Agreements (as defined below) being in full force and effect and all applicable regulatory filings associated
therewith being made, as well as holders of no more than 15% of the outstanding shares of PNMR common stock validly
exercising their dissenters’ rights. On February 12, 2021, the shareholders of PNMR approved the proposed Merger. As of
November 1, the Merger had obtained all regulatory approvals other than from the NMPRC. On November 1, 2021, after public
hearing and briefing on the matter, the hearing examiner in the Merger proceeding at the NMPRC issued an unfavorable
recommendation related to the amended stipulated agreement entered into by PNMR, AVANGRID and several interveners in
the NMPRC proceeding with respect to consideration of the joint Merger application in June 2021. On December 8, 2021, the
NMPRC issued an order rejecting the amended stipulated agreement. On January 3, 2022, AVANGRID and PNMR filed a
notice of appeal of the December 8, 2021 decision of the NMPRC with the New Mexico Supreme Court. The Statement of
Issues was filed on February 2, 2022 and the Brief in Chief was filed on April 7, 2022. On June 14, 2022, the NMPRC filed its
Answer Brief. On June 13, 2022, New Energy Economy, an intervener in the Merger proceeding, filed its Answer Brief.
AVANGRID's Reply Brief is due on August 5, 2022 (pending any additional extensions granted to the parties). On February
24, 2022, the FCC granted an extension to its approval to transfer operating licenses in connection with the Merger.
In addition, on January 3, 2022, AVANGRID, PNMR and Merger Sub entered into an Amendment to the Merger Agreement
(the Amendment), pursuant to which AVANGRID, PNMR and Merger Sub each agreed to extend the “End Date” for
consummation of the Merger until April 20, 2023. The parties acknowledge in the Amendment that the required regulatory
approval from the 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 AVANGRID and PNMR under certain
circumstances, including if the Merger is not consummated by April 20, 2023 (subject to a three-month extension by
AVANGRID and PNMR 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). During the pendency of this appeal certain required regulatory approvals
and consents may expire and AVANGRID and PNMR will reapply and/or apply for extensions of such approvals, as the case
may be. We cannot predict the outcome of this proceeding for the outstanding approvals.
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