M&A: Avangrid, Inc.

Form Type: 15-12G

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525000106

Comments: Avangrid, Inc. has filed a Form 15 certification and notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934. This filing follows a merger agreement dated May 17, 2024, in which Avangrid, Inc. merged with Arizona Merger Sub, Inc., a wholly-owned subsidiary of Iberdrola, S.A. As a result of the merger, Avangrid, Inc. is now a wholly-owned subsidiary of Iberdrola, S.A. The filing also indicates there is only one holder of record as of the certification date, demonstrating a shift in governance following the merger.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284174

Comments: On December 23, 2024, Avangrid, Inc. completed a merger with Arizona Merger Sub, Inc., a wholly-owned subsidiary of Iberdrola, S.A. The merger agreement, dated May 17, 2024, resulted in Avangrid becoming a wholly-owned subsidiary of Iberdrola. Following the merger, each share of Avangrid common stock was converted into the cash equivalent of $35.75 per share. Phantom share units and performance share units were also cancelled but were exchanged for cash-settled awards. Stockholders on record as of December 2, 2024, are entitled to a pro-rata portion of a quarterly dividend of $0.40 per share, payable on January 2, 2025. The company notified the NYSE of the merger completion and requested the delisting of its common stock from the exchange. Additionally, the board of directors underwent changes with some members ceasing their roles while new directors were appointed as per the merger agreement.

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Form Type: POS AM

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284183

Comments: On December 23, 2024, Avangrid, Inc. completed a merger with Arizona Merger Sub, Inc., a wholly-owned subsidiary of Iberdrola, S.A. Under the terms of the merger, Avangrid became a wholly-owned subsidiary of Iberdrola. This merger involved the termination of all offerings and sales of securities previously registered under several registration statements filed with the SEC. Avangrid has also removed from registration all securities that were registered but remaining unsold as of the termination date. This action follows the agreement and plan of merger dated May 17, 2024, among Iberdrola, its subsidiary, and Avangrid.

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Form Type: POS AM

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524284187

Comments: On December 23, 2024, Arizona Merger Sub, Inc., a subsidiary of Iberdrola, S.A., completed its merger with Avangrid, Inc. Avangrid is now a wholly-owned subsidiary of Iberdrola as a result of this merger. The Post-Effective Amendment relates to deregistration of certain securities that were registered under three prior Form S-3 registration statements. These statements were filed for the registration of various securities including common stock and debt securities, but now all offerings and sales of these securities have been terminated due to the merger. This amendment reflects the removal from registration of all unsold securities under the previous statements as part of the merger process.

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Form Type: POS AM

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524284189

Comments: On December 23, 2024, Arizona Merger Sub, Inc., a wholly-owned subsidiary of Iberdrola, S.A., completed its merger with Avangrid, Inc. as per the Agreement and Plan of Merger dated May 17, 2024. Following the merger, Avangrid is now a wholly-owned subsidiary of Iberdrola. This post-effective amendment also confirms the termination of all offerings and sales of securities under various Registration Statements filed by Avangrid. These Registration Statements are amended to reflect the deregistration of all unsold securities as of the date of this filing. Avangrid certifies that it meets all requirements for filing on Form S-3.

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Form Type: S-8 POS

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284193

Comments: On December 23, 2024, Avangrid, Inc. completed its merger with Arizona Merger Sub, Inc., a wholly-owned subsidiary of Iberdrola, S.A. Avangrid is now a wholly-owned subsidiary of Iberdrola following the merger agreement dated May 17, 2024. Consequently, Avangrid has terminated all offerings and sales of securities as per the previous Registration Statements filed under Form S-8. The post-effective amendment reflects the deregistration of all unsold securities under these registration statements as of the date of this filing. Avangrid has confirmed compliance with the filing requirements of Form S-8 and authorized this amendment to be signed on behalf of the company by its Chief Financial Officer.

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Form Type: S-8 POS

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524284194

Comments: On December 23, 2024, Avangrid, Inc. completed its merger with Arizona Merger Sub, Inc., a wholly-owned subsidiary of Iberdrola, S.A. Following the merger, Avangrid became a wholly-owned subsidiary of Iberdrola, culminating in the termination of all offerings and securities sales under the previously filed Registration Statements. This document acts as a post-effective amendment to remove all unsold securities from registration in connection with the merger.

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Form Type: SC 13E3/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524284231

Comments: This filing is an amendment to the Rule 13e-3 Transaction Statement regarding the merger of Avangrid, Inc. and Iberdrola, S.A. The final amendment reports that on December 23, 2024, the merger became effective following the filing of the Certificate of Merger with the New York Secretary of State. As a result, Avangrid became a wholly-owned subsidiary of Iberdrola. The agreement for this merger was initially dated May 17, 2024, and was approved by the shareholders of Avangrid on September 26, 2024, with votes in favor from majority shareholders excluding affiliates of Iberdrola. Accordingly, all outstanding shares of Avangrid Common Stock were converted into the right to receive a cash consideration as defined in the Merger Agreement, leading to the cancellation of Avangrid shares and the ceasing of trading on the New York Stock Exchange. The document also states that the company will file for removal from the NYSE and deregistration of shares with the SEC following this merger.

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