Avangrid, Inc. (NYSE:AGR) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01
On March16, 2018, Avangrid, Inc. (the “Company”) announced that it will be delayed in filing its Annual Report on Form 10-K for the fiscal year ended December31, 2017 (the “Form 10-K”) with the Securities and Exchange Commission (the “Commission”), beyond the extended deadline of March16, 2018.
As previously disclosed by the Company in its Notification of Late Filing on Form 12b-25 filed with the Commission on March2, 2018, the Company has delayed filing its Form 10-K because it requires additional time to prepare its accounting records, schedules, internal controls over financial reporting, and management’s evaluation thereof due to a combination of factors relating to certain income tax matters, including the impact of the Tax Cuts and Jobs Act of 2017 enacted by the U.S. federal government on December22, 2017.
On March16, 2018, the Company also notified the New York Stock Exchange (the “NYSE”) indicating that it is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Form 10-K within the extended time period. Under the NYSE rules, the Company will have six months from March16, 2018 to file its Form 10-K with the Commission. The Company can regain compliance with the NYSE listing standards prior to such date by filing the Form 10-K with the Commission. If the Company fails to file the Form 10-K prior to such date, then the NYSE may grant, at its discretion, a further extension of up to six additional months, depending on the specific circumstances. In addition, the NYSE may commence delisting proceedings at any time if the circumstances warrant.
The Company is working with its current and former independent registered public accounting firms to complete the review and analysis of certain income tax matters, including deferred income tax liabilities for which immaterial corrections have been made to prior periods, and to obtain the related attestation and audit opinions from its independent auditors. The Company intends to file its Form 10-K as soon as possible.
| Item 3.01 | Regulation FD Disclosure. |
On March16, 2018, the Company issued a press release to announce that it will be delayed in filing its Form 10-K referenced above. A copy of that press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
to General InstructionB.2 of Form8-K and SEC Release No.33-8176, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
The press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein.
| Item 3.01 | Financial Statements and Exhibits. |
(d)Exhibits.
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ExhibitNo. |
Description |
| 99.1 | Press Release issued on March16, 2018 |
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Avangrid, Inc. ExhibitEX-99.1 2 d552736dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE AVANGRID Announces Delayed Filing of Annual Report on Form 10-K ORANGE,…To view the full exhibit click here
About Avangrid, Inc. (NYSE:AGR)
Avangrid, Inc. is a diversified energy and utility company with more than $30 billion in assets and operations in 25 states. The company operates regulated utilities and electricity generation through two primary lines of business. Avangrid Networks includes eight electric and natural gas utilities, serving approximately 3.1 million customers in New York and New England. Avangrid Renewables operates 6.3 gigawatts of electricity capacity, primarily through wind power, in states across the United States. Iberdrola S.A. (Madrid: IBE), a worldwide leader in the energy industry, owns 81.5% of AVANGRID.