Current Report Filing (8-k)
April 06 2016 - 6:03AM
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)
April 5, 2016 (April 5, 2016)
Avangrid,
Inc.
(Exact name of registrant as specified in its charter)
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New York
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001-37660
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14-1798693
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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157 Church Street,
New Haven, Connecticut
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06506
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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On April 5, 2016, Avangrid, Inc., a New York
corporation (the Company), New York State Electric & Gas Corporation (NYSEG), Rochester Gas and Electric Corporation (RGE), Central Maine Power Company (CMP), The United Illuminating Company
(UI), Connecticut Natural Gas Corporation (CNG), The Southern Connecticut Gas Company (SCG) and The Berkshire Gas Company (BGC) entered into a revolving credit facility with a syndicate of banks (the
Credit Facility), that provides for maximum borrowings of up to $1.5 billion in the aggregate.
Under the terms of the Credit
Facility, each joint borrower has a maximum borrowing entitlement, or sublimit, which can be periodically adjusted to address specific short-term capital funding needs, subject to the maximum limit established by the banks. The Companys
maximum sublimit is $1 billion, NYSEG, RGE, CMP and UI have maximum sublimits of $250 million, CNG, and SCG have maximum sublimits of $150 million and BGC has a maximum sublimit of $25 million.
The Credit Facility contains no rating triggers that would cause default, acceleration or puts but does contain rating sensitive pricing. The
Credit Facility also contains negative covenants, including one that sets the ratio of maximum allowed consolidated debt to consolidated total capitalization at 0.65 to 1.00, for each borrower.
Under the Credit Facility, each of the borrowers will pay an annual facility fee that is dependent on their credit rating. The initial
facility fees will range from 12.5 to 17.5 basis points. The maturity date for the Credit Facility is April 5, 2021.
The description
above is only a summary of the material provisions of the Credit Facility and does not purport to be complete and is qualified in its entirety by reference to the provisions in such Credit Facility, a copy of which is attached hereto as Exhibit
10.1.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant
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The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Revolving Credit Agreement, dated April 5, 2016, among Avangrid, Inc., New York State Electric & Gas Corporation, Rochester Gas and Electric Corporation, Central Maine Power Company, The United Illuminating Company,
Connecticut Natural Gas Corporation, The Southern Connecticut Gas Company and The Berkshire Gas Company, as Borrowers, the Lenders, JPMorgan Chase Bank N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and J.P. Morgan Chase
Bank, N.A, Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Santander Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners.
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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.
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AVANGRID, INC.
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(Registrant)
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Dated: April 5, 2016
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By:
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/s/ R. Scott Mahoney
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Name:
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R. Scott Mahoney
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Title:
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Senior Vice President General Counsel, Secretary, and Chief Compliance Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Revolving Credit Agreement, dated April 5, 2016, among Avangrid, Inc., New York State Electric & Gas Corporation, Rochester Gas and Electric Corporation, Central Maine Power Company, The United Illuminating Company,
Connecticut Natural Gas Corporation, The Southern Connecticut Gas Company and The Berkshire Gas Company, as Borrowers, the Lenders, JPMorgan Chase Bank N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and J.P. Morgan Chase
Bank, N.A, Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Santander Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners.
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