On May 24, 2017, Rochester Gas and Electric Corporation
(“RG&E”), an indirect wholly-owned subsidiary of Avangrid, Inc., closed a private offering of $300 million in aggregate principal amount of 3.10% First Mortgage Bonds due 2027 (the “Bonds”). The Bonds will mature on
June 1, 2027 unless redeemed in accordance with their terms prior to such date. Interest on the Bonds will accrue from May 24, 2017 and will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning
December 1, 2017. The Bonds are secured equally and ratably with RG&E’s other mortgage bonds from time to time outstanding by a valid and direct first mortgage on substantially all of RG&E’s property (except accounts
receivable and cash), subject to excepted encumbrances, reservations, contracts and certain exceptions.
RG&E intends to use the net
proceeds from the offering to pay down notes payable to certain affiliates and for general corporate purposes to the extent permitted under the mortgage.
The Bonds were issued and sold only to qualified institutional buyers in the United States, pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”) and to non-“U.S. persons” outside the United States in compliance with Regulation S under the Securities Act. The Bonds have not been registered under the Securities Act or the securities
laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This current report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Bonds. The Bonds have not been
registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Forward Looking Statements
Certain statements in this
report may relate to our future business and financial performance and future events or developments involving us and our subsidiaries that are not purely historical and may constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “should,” “can,” “expects,”
“believes,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “is confident that”
and “seeks” or the negative of such terms or other variations on such terms or comparable terminology. Such forward looking statements include, but are not limited to, statements about our plans, objectives and intentions, outlooks or
expectations or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on our business, results of operations or financial condition. Such statements are based upon the current
beliefs and expectations of our management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. Important factors that could cause actual results to differ materially from those
indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Report on Form 10-K for the quarter ended March 31, 2017, which are on file with the Securities and Exchange Commission
(SEC) and available on our investor relations website at www.Avangrid.com and on the SEC website at www.sec.gov. Additional information will also be set forth in subsequent filings with the SEC. You should consider these factors carefully in
evaluating forward looking statements. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these
forward-looking statements. You should not place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this
presentation whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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