Maine Public Utilities Commission Approves Avangrid’s Request for Merger Exemption

Today Avangrid, Inc. (NYSE: AGR) (“Avangrid”), a leading sustainable energy company, and a member of the group of companies controlled by Iberdrola, S.A. (“the Iberdrola Group”), announced that the Maine Public Utilities Commission (the “Maine PUC”) granted Avangrid’s request for an exemption from approval requirements for a change in ownership of Avangrid in connection with Iberdrola S.A.’s (“Iberdrola”) acquisition of the remaining 18.4% of the issued and outstanding shares of common stock of Avangrid that it does not currently own. In Maine, this transaction will simply revert to Iberdrola’s previously authorized 100% interest it held following its acquisition of Avangrid’s predecessor in 2008. The Maine Public Utilities Commission’s final written order providing for the exemption is expected to follow.

In considering Avangrid’s request for exemption, commissioners and commission staff relied heavily on facts contained in Iberdrola’s 2008 reorganization case, which they described as “thoroughly litigated.” The 2008 transaction included a 15-page stipulation signed by nine parties, including the Office of the Public Advocate, that contained 59 conditions designed to protect Maine utilities and ratepayers.

Today’s deliberation at the Maine PUC can be seen here.

According to the Examiner’s Report published by Maine Public Utilities Commission staff on August 26, 2024: “This is a rare case in which the Commission has previously approved the very same corporate organizational structure that the Petitioners now propose. That case was thoroughly litigated and resulted in the Commission’s approval of a stipulation that contained 59 numbered conditions of approval. The stipulation was joined by nine parties (as well as CMP, MNG, and Iberdrola, S.A.). Importantly, those conditions include both extensive reporting requirements and “ringfencing” conditions designed to protect the Maine utilities from the impact of financial harm that may be experienced by affiliates.”

Tuesday’s vote at the Maine PUC follows recent action by the U.S. Federal Energy Regulatory Commission approving Iberdrola’s acquisition of the remaining 18.4% of the issued and outstanding shares of common stock of Avangrid that it does not currently own, and comes after Institutional Shareholder Services and Glass Lewis both recommended that Avangrid shareholders vote “FOR” the adoption of the merger with Iberdrola.