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): December 1, 2017
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 No.) | (IRS Employer Identification No.) | ||
| 180 Marsh Hill Road Orange, Connecticut |
06477 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(207) 629-1200
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Contract. |
On December 1, 2017, Avangrid, Inc. (the “Corporation”) entered into a customer liquidity agreement (the “Customer Liquidity Agreement”) with Bank of America, National Association (“BOA”), Iberdrola, S.A. (“Iberdrola”), Iberdrola Mexico, S.A. de C.V., and Scottish Power Ltd., which is intended to aid the Iberdrola group in efficient cash management by reducing the need for external borrowing by the participants in the Customer Liquidity Agreement. Under this agreement the participants, including the Corporation, may deposit funds with or borrow from BOA, provided that the balance of funds deposited less funds borrowed by all participants in the aggregate is not less than zero. Deposits are available for next day withdrawal.
Simultaneous with entry into the Customer Liquidity Agreement, the Corporation and Iberdrola entered into an indemnification agreement (the “Indemnification Agreement”) pursuant to which Iberdrola has agreed to indemnify the Corporation against all damages, charges, costs, fees and other expenses that the Corporation or its subsidiaries may incur arising out of the deposits or borrowings by Iberdrola or the subsidiaries or affiliates of Iberdrola a party thereto other than the Corporation or its subsidiaries a party thereto pursuant to the Customer Liquidity Agreement.
The foregoing description is only a summary of the material provisions of the Customer Liquidity Agreement, the Indemnification Agreement, and the transactions contemplated thereby and does not purpose to be complete and is qualified in its entirety by reference to such agreements, copies of which will be filed by the Corporation as exhibits to its Annual Report on Form 10-K for the period ending December 31, 2017.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVANGRID, INC. | ||
| By: |
/s/ Richard J. Nicholas | |
| Name: |
Richard J. Nicholas | |
| Title: |
Senior Vice President – Chief Financial Officer | |
Dated: December 7, 2017
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