Current Report Filing (8-k)
19 May 2016 - 11:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
May 18, 2016 (May 13, 2016)
Avangrid,
Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
New York
|
|
001-37660
|
|
14-1798693
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
157 Church Street
New Haven, CT
|
|
06506
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Telephone: (207) 688-6363
(Registrants telephone number, including area code)
N.A.
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01
|
Entry into a Material Definitive Agreement
|
On May 13, 2016, Avangrid, Inc.
(AVANGRID) entered into (i) a Commercial Paper/Certificates of Deposit Issuing and Paying Agent Agreement (Agency Agreement) with Bank of America, National Association (BOA) to facilitate AVANGRIDs
Commercial Paper Program, and (ii) Commercial Paper Dealer Agreements (Dealer Agreements) with each of J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets, Inc., Mizuho
Securities, Inc. and Mitsubishi UFJ Securities (USA), Inc. (each a Dealer), under which each of these Dealers may act as dealer of the commercial paper issued under AVANGRIDs Commercial Paper Program.
The Agency Agreement provides that BOA shall act as agent for AVANGRID in connection with the issuance and payment of commercial paper notes, which are
unsecured short-term promissory notes (Notes), that may be issued or sold by AVANGRID in transactions exempt from registration under federal or state securities laws. The Notes will be book-entry obligations evidenced by a master note.
In addition to providing for the issuance and payment of the Notes, the Agency Agreement also contains customary representations, warranties and indemnification provisions. The Notes will be the direct financial obligation of AVANGRID upon their
issuance pursuant to the Agency Agreement. At May 18, 2016, AVANGRID had not issued any Notes.
The Dealer Agreements provide the terms under which
the respective Dealers will either purchase from AVANGRID or arrange for the sale by AVANGRID of the Notes pursuant to exemptions from federal and state securities laws. The Dealer Agreements contain customary representations, warranties, covenants
and indemnification provisions. The maturities of the Notes will vary, but may not exceed 397 days from the date of issue. The Notes will be sold at a discount from par or, alternatively, will be sold at par and bear interest at rates that will vary
based upon market conditions at the time of the issuance of the Notes. The Dealer Agreements contain certain events of default including, among other things: non-payment of principal, interest or fees; violation of covenants; invalidity of any loan
document; material judgments; and bankruptcy and insolvency events, subject in certain instances to cure periods. The Notes will not contain any provision for extension, renewal or automatic rollover. The Notes have not been and will not
be registered under the Securities Act or state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The foregoing description of the Agency Agreement and the Dealer Agreements and related matters is qualified in its entirety by reference to the text of
the Agency Agreement and a form of Dealer Agreement, copies of which will be filed by AVANGRID as exhibits to its Quarterly Report on Form 10-Q for the period ending June 30, 2016. In accordance with Instruction 2 to Item 601 of Regulation
S-K, AVANGRID will file only a form of Dealer Agreement, as the other agreements are substantially identical in all material respects except as to the parties thereto and the notice provisions.
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
|
The information disclosed above under Item 1.01 is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
AVANGRID, INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
Dated: May 19, 2016
|
|
|
|
By:
|
|
/s/ R. Scott Mahoney
|
|
|
|
|
Name:
|
|
R. Scott Mahoney
|
|
|
|
|
Title:
|
|
Senior Vice President General Counsel, Secretary
and Chief Compliance Officer
|
Avangrid (NYSE:AGR)
Historical Stock Chart
From Mar 2024 to May 2024
Avangrid (NYSE:AGR)
Historical Stock Chart
From May 2023 to May 2024