Avangrid Completes Merger with Parent Company, Iberdrola, Inc.

Avangrid, Inc. has successfully finalized its merger with Parent Company, Iberdrola, S.A., as stated in the current report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2024. The merger, completed on the same day, marks the conclusion of transactions outlined in the Agreement and Plan of Merger, dated May 17, 2024, involving Avangrid, Iberdrola, S.A., and Arizona Merger Sub, Inc. Following the merger, Avangrid now stands as the Surviving Corporation, a wholly-owned subsidiary of Parent.

Before the merger’s completion, a few significant actions were taken. Avangrid terminated the Amended and Restated Avangrid, Inc. Omnibus Incentive Plan. Additionally, the Shareholder Agreement dated December 16, 2015, between Avangrid and Parent was brought to an end without incurring any early termination penalties.

As part of the merger agreement, Avangrid shareholders saw each share of Common Stock, except for those held by specific entities, converted into the right to receive $35.75 per share in cash. Furthermore, holders of certain equity compensation plans received cash-settled awards mirroring the terms of their original awards, subject to adjustments due to the merger. Record holders of Common Stock as of December 2, 2024, are set to receive a pro-rata portion of the quarterly dividend based on the number of elapsed days from the fourth quarter’s beginning to the Closing Date.

Post-merger, Avangrid proceeded to notify the New York Stock Exchange (NYSE) that trading of Common Stock would cease, leading to the delisting of shares from the NYSE and the subsequent deregistration under the Exchange Act. A Form 15 certification will be submitted to the SEC to request the termination of registration for Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations.

The newly appointed board members following the merger include David José Mesonero Molina, Gonzalo Cerón Hernández, and África Benito de Valle Villalba. These appointments follow the departure of several directors as part of the merger.

The merger also resulted in amendments to Avangrid’s Certificate of Incorporation and Bylaws, which are detailed in the accompanying exhibits of the Form 8-K filing.

Avangrid’s completion of the merger marks a significant milestone in its corporate journey, evolving the company’s structure and operations under the umbrella of Iberdrola, S.A.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Avangrid’s 8K filing here.

Avangrid Company Profile

Avangrid, Inc, an energy services holding company, engages in the regulated energy transmission and distribution, and renewable energy generation businesses in the United States. The company operates through Networks and Renewables segments. It is involved in the generation, transmission, and distribution of electricity; and distribution, transportation, and sale of natural gas.