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CORRESP

 July 30, 2024

 VIA
EDGAR

               

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3628

 Attn: Blake Grady

 White & Case LLP

 1221 Avenue
of the Americas

 New York, NY 10020-1095

 T +1 212 819
8200

 whitecase.com

Re:
 Avangrid, Inc.

Schedule 13E-3

Filed June 21, 2024 by Avangrid, Inc. et al.

File No. 005-89372

Preliminary Proxy Statement on Schedule 14A

Filed June 21, 2024

 File No. 001-37660

 Dear Mr. Grady,

On behalf of Avangrid, Inc. (the “Company”) and the other filing persons named in the below referenced Schedule 13E-3 (as defined below) and
in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated July 15, 2024 (the “Comment Letter”),
with respect to the Schedule 13E-3 (File No. 005-89372) (the “Schedule 13E-3”) filed by the Company,
Iberdrola, S.A. (“Parent”) and Arizona Merger Sub, Inc. (together with Parent, the “Other Filing Persons”) and the proxy statement attached thereto as Exhibit (a)(2)(i) (File
No. 001-37660) (the “Preliminary Proxy Statement”), we submit this letter containing the responses of the Company and the Other Filings Persons to the Comment Letter.

For your convenience, each comment contained in the Staff’s letter is reprinted below and is followed by our response. Capitalized terms not otherwise
defined in this letter have the meanings given to them in the Preliminary Proxy Statement. 

 Concurrently with this letter, the Company and the
Other Filing Persons are filing an amendment to the Schedule 13E-3 and the Company is filing an amendment to the Preliminary Proxy Statement on Schedule 14A (“Amendment
No. 1”), and we will separately furnish to the Staff copies of such amendment marked to show changes made to the Schedule 13E-3 and Preliminary Proxy Statement as filed on
June 21, 2024. Pages numbers referenced in the responses refer to page numbers in Amendment No. 1.

 Schedule 13E-3 filed June 21, 2024; Preliminary Proxy Statement filed as Exhibit (a)(2)(i)

 General

1.
 Rule 13e-3 requires that each issuer and affiliate engaged in a
going private transaction file a Schedule 13E-3 and furnish the required disclosures. Please advise us as to what consideration was given to whether Mr. Galán is an affiliate engaged in

 July 30, 2024

the going private transaction and, accordingly, should be a filing person on the Schedule 13E-3. We note that Mr. Galán is Chairman of the
Board of Directors of the Company and Executive Chairman of the Board of Directors of Iberdrola. Alternatively, please revise the Schedule 13E-3 to include Mr. Galán as a filing person. For
assistance in making this determination, please refer to Interpretive Response 201.05 in the Going Private Transactions section of the Division’s Compliance and Disclosure Interpretations. Please provide a similar analysis for Mr. Sainz
Armada and Mr. Martínez Garrido, or revise to include Mr. Sainz Armada and Mr. Martínez Garrido as filing persons.

Response:

 The
Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and confirm that Response 201.05 of the Division’s Compliance and Disclosure Interpretations (“Response 201.05”) has been considered. While
acknowledging that Mr. Galán, Mr. Sainz Armada and Mr. Martínez Garrido (together, the “Relevant Persons”) are directors of the Company and members of senior management of Parent, each of the Company and
Parent have determined that the Relevant Persons are not “engaged, directly or indirectly, in a going private transaction” for purposes of Rule 13e-3 under the relevant facts and circumstances.

Response 201.05 indicates that the Commission will generally look to the following factors in determining whether senior management of an
issuer is “engaged in” a Rule 13e-3 transaction on behalf of the acquiring entity (collectively, the “Factors”): (a) equity participation of management in the surviving company;
(b) representation of management on the board of directors of the surviving company; (c) alterations in management’s employment arrangements favorable to management; and (d) increases in the compensation to be received by
management. As further provided by Response 201.05, the Company and Parent in their analysis considered “(1) whether the entities or persons are ‘affiliates’ of the issuer within the scope of Rule
13e-3(a)(1); and (2) whether those affiliates are deemed to be engaged, either directly or indirectly, in the going private transaction.” An entity or person who is both an affiliate of the issuer
within the scope of Rule 13e-3(a)(1) and engaged, directly or indirectly, in the Rule 13e-3 transaction would be subject to the requirement to file a Schedule 13E-3 pursuant to Rule 13e-3(d).

 Although each Relevant Person
serves as one of the fourteen directors of the Company, all terms of the going private transaction were negotiated by a special committee of independent directors of the Company, of which none of the Relevant Persons was a member.

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 July 30, 2024

 With respect to the Factors, briefly:

Equity in Surviving Corporation. Mr. Galán owns only 0.034% (including shares underlying PSUs) of the outstanding
shares of Avangrid Common Stock. Neither Mr. Sainz Armada nor Mr. Martínez Garrido currently owns any shares of Avangrid Common Stock. No equity participation in the Company by the Relevant Persons has been agreed (or even
discussed) between the Company and the Relevant Persons. Under the terms of the Merger Agreement, any equity held by the Relevant Persons will be exchanged for Per Share Merger Consideration and all Company equity awards will be cashed out and
cancelled. As such, with respect to any shares of Avangrid Common Stock held by the Relevant Persons, the Relevant Persons are treated the same as the Unaffiliated Shareholders.

Management of Surviving Corporation. The directors of Merger Sub, and the officers of the Company immediately prior to the
Effective Time, will become the initial directors and officers of the Surviving Corporation upon consummation of the Merger, respectively, and none of the Relevant Persons are or will be directors or officers of Merger Sub. At this point in time, no
decision has been made in relation to the long-term composition of the board of directors of the Surviving Corporation.

 No New
Employment Agreements or Arrangements. No discussions or negotiations for new ongoing employment agreements or arrangements have taken place between or among the Relevant Persons and the Company or its representatives, and no agreements,
arrangements or understandings have thus been reached.

 No Increase in Compensation. There are no current plans or
arrangements under which the Relevant Persons will receive additional consideration or remuneration from the Surviving Corporation in connection with the transaction or otherwise.

In short, the facts and circumstances of this transaction do not support the assertion that the Relevant Persons acted on behalf of the Company in the
transaction. With virtually no role in the transaction and without any special benefits arising from the transaction, nor any visibility on whether they would have any role in the Surviving Corporation, each of the Company and Parent respectfully
submit that the Relevant Persons have not acted on “both sides of the table” in the transaction and did not otherwise control the terms and conditions of the Merger Agreement, and the transaction was not in any way designed to accommodate
their respective interests.

 As such, the Company and Parent do not believe that the inclusion of any of the Relevant Persons as filing persons with
respect to the Schedule 13E-3 will provide investors with additional information that is material or necessary to make an informed investment decision regarding the transaction. Pertinent information of the
Relevant Persons has already been fully disclosed in the filed Schedule 13E-3 and the Proxy Statement and, therefore, adding any of the Relevant Persons as filing persons would not materially enhance the
protection of public shareholders in relation to the transaction. In light of the foregoing, the Relevant Persons have not been listed as signatories to the Schedule 13E-3 signature page or included among the
Schedule 13E-3 filing persons for the Rule 13e-3 transaction involving the Company.

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 July 30, 2024

2.
 Please provide the information required by Item 1003(c)(5) of Regulation
M-A with respect to each executive officer and director of the Company. Refer to Item 3 of Schedule 13E-3.

Response:

 The
Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and have revised the disclosure on page 155 of Amendment No. 1 under the heading “Director Qualifications and Experience” and the disclosure on
page 237 of Amendment No. 1 under the heading “Executive Officers” accordingly to include the country of citizenship of each executive officer and director of the Company.

3.
 Disclose whether Iberdrola purchased any subject securities during the past two years, and if so, state the
amount of the securities purchased, the range of prices paid and the average purchase price for each quarter during that period. Refer to Item 1002(f) of Regulation M-A.

Response:

 The
Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and have revised the disclosure on page 117 of Amendment No. 1 under the heading “The Parties to the Merger Agreement” accordingly to note that
Iberdrola has not purchased any of Avangrid Inc.’s securities since 2022.

4.
 Please revise the form of proxy card to clearly mark it as a “Preliminary Copy.” Refer to Rule 14a-6(e)(1).

 Response:

The Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and have revised the form of proxy card attached to
Amendment No. 1 accordingly to reflect that it is a preliminary proxy card.

5.
 Refer to slide 7 of Moelis’ presentation dated May 17, 2024, which states that management’s
long-term outlook “assumes that the Company divests a 60% interest in a portfolio of Renewables assets (that are currently being marketed) at book value.” To the extent such plan would result in a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries, describe such plan. Refer to Item 1006(c)(2) of Regulation M-A and the instruction to Item 6 of Schedule 13E-3.

 Response:

The Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and advise the Staff that the potential divestiture
of up to a 60% interest in a portfolio of renewables assets would not result in a sale or transfer of a material amount of assets referred to in Slide 7 of Moelis’ presentation dated May 17, 2024, of the Company or any of its subsidiaries.

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 July 30, 2024

 Background of the Merger, page 43

6.
 Disclosure in the background section references negotiations regarding “various legal issues,”
“key legal issues” and “key open issues.” To the extent not already disclosed, revise to disclose such issues. Refer to Item 1011(c) of Regulation M-A.

Response:

 The
Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and have revised the disclosure on pages 53-61 of Amendment No. 1 under the heading “Background of the Merger” accordingly to disclose additional
details regarding key issues that were the subject of ongoing negotiations.

 Reasons for the Merger; Recommendation of the Unaffiliated Committee;
Fairness of the Merger, page 63

7.
 Refer to the disclosure on page 65 that, in evaluating the Merger Agreement and the transactions
contemplated thereby, the Unaffiliated Committee considered the “perceived absence of any significant regulatory impediments to the Merger.” However, disclosure on page 53 indicates that one of the significant matters negotiated regarding
the Merger Agreement was “the efforts required by the Company and Iberdrola to obtain regulatory approvals and clearances.” It appears that discussions regarding this matter occurred on May 1, May 10, May 12, May 13,
May 14 and May 17, 2024. Please revise or advise.

 Response:

The Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and advise the Staff that the Unaffiliated Committee
did not believe that there would be significant regulatory impediments to the Merger given Iberdrola’s controlling stake in the Company and that the proposed transaction does not result in a change of control of the Company. However, the
Unaffiliated Committee also considered the possibility that regulators would nevertheless seek concessions in connection with granting required regulatory approvals and was concerned whether the Merger Agreement would provide an appropriate standard
for Iberdrola in considering such concessions. The Company has revised the disclosure on page 55 of Amendment No. 1 under the heading “Background of Merger” accordingly to clarify this point in response to the Staff’s
comment.

 Parent’s Purpose and Reason for the Merger, page 93

8.
 We note the statement on page 92 that “Parent decided to undertake the transactions contemplated by the
Merger Agreement, including the Merger, at this time because it wants to take advantage of the benefits of the Company being a privately held company,” as otherwise described in this section, including because “Parent believes

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 July 30, 2024

the operating environment has changed in a significant manner since the Company became a publicly traded company as a result of the merger with UIL in 2015.” In this respect, please
disclose why Parent determined to undertake the transaction at this time, as opposed to any other time since the Company’s merger with UIL in 2015. Refer to Item 1013(c) of Regulation M-A.

 Response:

The Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and have revised the disclosure on page 93 of
Amendment No. 1 under the heading “Parent’s Purpose and Reason for the Merger” accordingly to further supplement the reasons why Parent determined to undertake the transaction now rather than at any other time since the
Company’s merger with UIL in 2015.

 Certain Effects of the Merger, page 100

9.
 Refer to the disclosure on page 99 regarding the benefits and detriments of the Merger for unaffiliated
security holders. Please revise to describe the benefits and detriments of the Merger for the filing persons and their affiliates. Refer to Item 1013(d) of Regulation M-A and Instruction 2 thereto.

 Response:

The Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and have revised the disclosure on page 102 of
Amendment No.1 under the heading “Certain Effects of the Merger for Iberdrola” accordingly to describe the benefits and detriments of the Merger for the Other Filing Persons.

Representations and Warranties, page 128

10.
 Refer to the disclosure on page 129 that Parent and Merger Sub have made representations and warranties to
the Company regarding access to “sufficient cash on hand and/or undrawn amounts immediately available under existing lines of credit or other sources of funds to enable Parent and Merger Sub to consummate the transactions contemplated by the
Merger Agreement, including the Merger.” Please provide disclosure responsive to Item 1007(a), (b) and (d) of Regulation M-A or advise. Refer also to Item 1016(b) of Regulation M-A regarding the filing of loan agreements referred to in response to Item 1007(d) of Regulation M-A.

Response:

 The
Company and the Other Filing Persons respectfully acknowledge the Staff’s comment and have added disclosures on pages 14 and 107 of Amendment No. 1 under the heading “Financing for the Merger” accordingly to state that Parent has
sufficient cash on hand to pay the aggregate amount of merger consideration.

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