TXNM Energy Enters Agreement to be Acquired by Blackstone Infrastructure
TXNM Energy has announced an agreement to be acquired by Blackstone Infrastructure for $61.25 per share in cash, representing a total enterprise value of $11.5 billion. The deal offers a 23% premium to TXNM's 30-day VWAP as of March 5, 2025. Blackstone will fund the purchase entirely with equity, maintaining TXNM's current leverage levels.
As part of the agreement, Blackstone is investing $400 million through a private placement of 8 million newly issued shares at $50 per share, expected in June 2025. TXNM Energy plans to issue an additional $400 million of equity before closing. The transaction, expected to close in H2 2026, requires various regulatory approvals and shareholder approval.
Post-acquisition, TXNM Energy, PNM, and TNMP will maintain local management and operations, with headquarters remaining in New Mexico and Texas. Current CEO Don Tarry will continue leading operations, while Pat Collawn will step down as Executive Chair upon closing.
TXNM Energy ha annunciato un accordo per essere acquisita da Blackstone Infrastructure a 61,25 dollari per azione in contanti, per un valore complessivo dell'impresa di 11,5 miliardi di dollari. L'offerta rappresenta un premio del 23% rispetto al prezzo medio ponderato per il volume (VWAP) degli ultimi 30 giorni al 5 marzo 2025. Blackstone finanzierà l'acquisto interamente con capitale proprio, mantenendo i livelli di indebitamento attuali di TXNM.
Come parte dell'accordo, Blackstone investirà 400 milioni di dollari tramite un collocamento privato di 8 milioni di nuove azioni a 50 dollari ciascuna, previsto per giugno 2025. TXNM Energy prevede di emettere ulteriori 400 milioni di dollari in capitale azionario prima della chiusura. La transazione, che dovrebbe concludersi nella seconda metà del 2026, richiede varie approvazioni regolamentari e il consenso degli azionisti.
Dopo l'acquisizione, TXNM Energy, PNM e TNMP manterranno la gestione e le operazioni locali, con le sedi principali che resteranno in New Mexico e Texas. L'attuale CEO Don Tarry continuerà a guidare le operazioni, mentre Pat Collawn si dimetterà dalla carica di Presidente Esecutivo al momento della chiusura.
TXNM Energy ha anunciado un acuerdo para ser adquirida por Blackstone Infrastructure por 61,25 dólares por acción en efectivo, lo que representa un valor empresarial total de 11,5 mil millones de dólares. La oferta ofrece una prima del 23 % sobre el VWAP de 30 días de TXNM al 5 de marzo de 2025. Blackstone financiará la compra íntegramente con capital, manteniendo los niveles actuales de apalancamiento de TXNM.
Como parte del acuerdo, Blackstone invertirá 400 millones de dólares mediante una colocación privada de 8 millones de nuevas acciones a 50 dólares por acción, prevista para junio de 2025. TXNM Energy planea emitir otros 400 millones de dólares en capital antes del cierre. La transacción, que se espera cierre en la segunda mitad de 2026, requiere diversas aprobaciones regulatorias y la aprobación de los accionistas.
Tras la adquisición, TXNM Energy, PNM y TNMP mantendrán la gestión y operaciones locales, con las sedes principales en Nuevo México y Texas. El actual CEO Don Tarry continuará dirigiendo las operaciones, mientras que Pat Collawn renunciará a su cargo de presidente ejecutivo al cierre.
TXNM Energy는 Blackstone Infrastructure에 의해 주당 61.25달러 현금에 인수되는 계약을 발표했으며, 총 기업 가치는 115억 달러에 달합니다. 이 거래는 2025년 3월 5일 기준 TXNM의 30일 VWAP보다 23%의 프리미엄을 제공합니다. Blackstone은 TXNM의 현재 부채 수준을 유지하면서 전액 자본으로 구매 자금을 조달할 예정입니다.
계약의 일환으로 Blackstone은 2025년 6월 예정인 주당 50달러에 800만 주의 신주를 사모 발행하여 4억 달러를 투자합니다. TXNM Energy는 거래 종료 전에 추가로 4억 달러의 자본을 발행할 계획입니다. 이번 거래는 2026년 하반기 종료가 예상되며, 여러 규제 승인과 주주 승인 절차가 필요합니다.
인수 후 TXNM Energy, PNM, TNMP는 현지 경영 및 운영을 유지하며 본사는 뉴멕시코와 텍사스에 남게 됩니다. 현 CEO인 Don Tarry는 운영을 계속 이끌 예정이며, Pat Collawn은 거래 종료 시 이사회 의장직에서 물러납니다.
TXNM Energy a annoncé un accord pour être rachetée par Blackstone Infrastructure au prix de 61,25 $ par action en espèces, représentant une valeur d'entreprise totale de 11,5 milliards de dollars. L'offre offre une prime de 23 % par rapport au VWAP sur 30 jours de TXNM au 5 mars 2025. Blackstone financera l'achat entièrement par fonds propres, en maintenant les niveaux d'endettement actuels de TXNM.
Dans le cadre de l'accord, Blackstone investira 400 millions de dollars via un placement privé de 8 millions de nouvelles actions à 50 dollars chacune, prévu pour juin 2025. TXNM Energy prévoit d'émettre 400 millions de dollars supplémentaires en actions avant la clôture. La transaction, dont la clôture est prévue au second semestre 2026, nécessite diverses approbations réglementaires et l'accord des actionnaires.
Après l'acquisition, TXNM Energy, PNM et TNMP maintiendront leur gestion locale et leurs opérations, avec leurs sièges sociaux situés au Nouveau-Mexique et au Texas. L'actuel PDG Don Tarry continuera de diriger les opérations, tandis que Pat Collawn démissionnera de son poste de président exécutif à la clôture.
TXNM Energy hat eine Vereinbarung angekündigt, vom Blackstone Infrastructure zu einem Preis von 61,25 USD pro Aktie in bar übernommen zu werden, was einem Unternehmenswert von insgesamt 11,5 Milliarden USD entspricht. Das Angebot beinhaltet eine Prämie von 23 % gegenüber dem 30-Tage-VWAP von TXNM zum 5. März 2025. Blackstone wird den Kauf vollständig mit Eigenkapital finanzieren und dabei die aktuellen Verschuldungsniveaus von TXNM beibehalten.
Im Rahmen der Vereinbarung investiert Blackstone 400 Millionen USD durch eine Privatplatzierung von 8 Millionen neu ausgegebenen Aktien zu je 50 USD, die für Juni 2025 geplant ist. TXNM Energy plant, vor dem Abschluss weitere 400 Millionen USD Eigenkapital zu emittieren. Die Transaktion, deren Abschluss für das zweite Halbjahr 2026 erwartet wird, bedarf verschiedener behördlicher Genehmigungen sowie der Zustimmung der Aktionäre.
Nach der Übernahme werden TXNM Energy, PNM und TNMP das lokale Management und den Betrieb beibehalten, wobei die Hauptsitze in New Mexico und Texas verbleiben. Der derzeitige CEO Don Tarry wird die Geschäfte weiterhin führen, während Pat Collawn beim Abschluss als Executive Chair zurücktritt.
- All-cash acquisition at $61.25 per share, representing a 23% premium to 30-day VWAP
- Blackstone's $400 million immediate equity investment through private placement
- No increase in leverage levels as transaction is funded entirely with equity
- Blackstone's commitment to maintain investment grade credit metrics
- Access to Blackstone's significant capital resources ($60B AUM) for future growth
- Additional $400 million equity issuance planned before closing, potentially diluting current shareholders
- Long closing timeline extending to second half of 2026
- Multiple regulatory approvals required, creating execution risk
- Suspension of earnings guidance during the pending transaction period
Insights
Blackstone's $11.5B acquisition of TXNM Energy offers shareholders a 23% premium while maintaining local operations and supporting infrastructure investment.
Blackstone Infrastructure's all-cash acquisition of TXNM Energy represents a significant premium for shareholders at
The deal structure is particularly noteworthy. Blackstone is using all equity funding without increasing TXNM's leverage to complete the purchase—an approach that preserves the utility's credit metrics and financial stability. Additionally, Blackstone is making an immediate
Structurally, TXNM Energy will maintain local management, headquarters, and workforce after closing, which should facilitate regulatory approvals. The transaction requires multiple regulatory clearances, including from state utility commissions in New Mexico and Texas, FERC, NRC, DOJ, and FCC—explaining the lengthy timeline with closing expected in second half of 2026.
This acquisition aligns with Blackstone Infrastructure's strategy of deploying its
The arrangement also includes provisions for TXNM to issue an additional
Blackstone's acquisition brings significant patient capital to TXNM, supporting critical grid modernization and clean energy transition projects.
This acquisition represents a strategic infrastructure play that addresses critical capital needs for TXNM's operating subsidiaries. PNM (New Mexico) faces substantial investment requirements to meet the state's clean energy transition goals, having already achieved
Blackstone Infrastructure's perpetual capital model is particularly well-suited for utility infrastructure investments, which require patient, long-term financing horizons. Unlike traditional private equity with defined exit timelines, Blackstone's infrastructure fund has no obligation to sell investments, allowing for multi-decade partnership that matches the lifecycle of utility assets.
The transaction occurs against a backdrop of surging electricity infrastructure needs across both states. New Mexico's clean energy transition requires significant investment in transmission, renewable integration, and grid reliability improvements. Texas continues experiencing nation-leading electricity demand growth, necessitating substantial grid expansion.
For utility customers, the regulatory frameworks remain unchanged, with rates continuing to be set by the New Mexico PRC and Texas PUC. However, Blackstone's capital resources should enhance the utilities' ability to fund necessary infrastructure investments while maintaining competitive costs of capital. The commitment to maintain investment grade credit metrics aligns with regulatory expectations for financially stable utilities.
Critical to this transaction is the commitment to develop a detailed benefits package for customers after stakeholder engagement. Successful utility acquisitions typically include rate credits, infrastructure commitments, workforce protections, and economic development initiatives—all elements referenced in the announcement that will likely be formalized in regulatory filings expected this fall.
- Provides long-term infrastructure investment to support the continued build-out of PNM and TNMP in a rapidly changing energy environment, facilitating economic development during
New Mexico's transition to clean energy and continued growth inTexas - TXNM Energy, PNM and TNMP to remain locally managed and operated with headquarters in
New Mexico andTexas , retain employees and honor all union labor agreements - Customer rates will continue to be set by state regulators
- Customers to receive a detailed package of benefits that will be developed after thorough and transparent engagement with stakeholders in
New Mexico andTexas - Blackstone Infrastructure provides long-term, patient capital and a commitment to strong investment grade credit metrics, aligned with TXNM Energy's long-term financing strategy
- Shareholders to receive
$61.25
ALBUQUERQUE, N.M., May 19, 2025 /PRNewswire/ -- TXNM Energy (NYSE: TXNM) today announced an agreement under which Blackstone Infrastructure will acquire TXNM Energy for
TXNM Energy, through its subsidiaries PNM and TNMP, is focused on meeting the critical electricity infrastructure needs of its customers. PNM is supporting the evolution of its generation portfolio to meet
"Our successes at TXNM Energy have stemmed from a deliberate approach to investing in PNM and TNMP in a manner aligned with the priorities of our customers and communities. We've integrated new resources to supply over two-thirds of PNM electricity needs with carbon-free energy and supported double-digit demand growth at TNMP," said Pat Collawn, Chair and CEO of TXNM Energy. "We are excited to form this long-term partnership with Blackstone Infrastructure to build upon these successes. We will continue to collaborate with customers, communities, legislators and regulators to achieve our shared goals for a reliable, resilient grid to support economic prosperity and clean energy."
Blackstone Infrastructure, with its
"We are excited to partner with Pat, Don and their fantastic team to accelerate growth at TXNM, and across
Blackstone Infrastructure is funding the purchase price entirely with equity and does not anticipate increasing TXNM Energy leverage levels to fund the purchase of the company.
Valuing Customers, Employees and Communities
Blackstone Infrastructure intends to support TXNM Energy's long-standing commitments to its customers, employees and communities, including:
- Keeping Customers First: PNM and TNMP will continue to prioritize cost-effective solutions to provide safe, reliable power to meet customer needs across
New Mexico andTexas . PNM and TNMP will continue to be regulated by the state and federal commissions, including the New Mexico Public Regulation Commission (NMPRC) and Public Utility Commission ofTexas (PUCT). Detailed commitments, after meaningful engagement with stakeholders, will be included in state regulatory filings in the fall of 2025. - Retaining Teams: TXNM Energy, PNM and TNMP will remain locally managed and operated with commitments to retain our local workforce and honor our labor contracts with the International Brotherhood of Electrical Workers.
- Maintaining Local Presence and Leadership: TXNM Energy, PNM and TNMP will remain independently operated with headquarters in
New Mexico andTexas . The current management team will continue to lead the companies and remain the primary points of contact for customers, regulators and other stakeholders. - Sustaining Communities: TXNM Energy, PNM and TNMP will continue to make economic and charitable contributions across
New Mexico andTexas , including to tribal and pueblo communities, and will support employees who volunteer and lead non-profit organizations helping our communities thrive.
Terms, Approvals and Timing
The purchase price of
Blackstone Infrastructure is also investing
To support the funding of TXNM's industry-leading growth rates, TXNM Energy expects to issue an additional
The transaction is funded through equity and assumption of existing debt, and no incremental debt will be issued as a result of the transaction.
Dividends payable to TXNM Energy shareholders are expected to continue through the closing of the transaction, subject to approval by the TXNM Energy Board of Directors.
The transaction was unanimously approved by TXNM Energy's Board of Directors and is estimated to close in the second half of 2026, subject to TXNM Energy shareholder approval, regulatory approvals and other customary closing conditions. Regulatory approvals are required from the NMPRC, PUCT, Federal Energy Regulatory Commission, Department of Justice (Hart Scott-Rodino Clearance), Nuclear Regulatory Commission and Federal Communications Commission.
Leadership Changes
Pat Collawn will step down as Executive Chair upon closing of the transaction. Don Tarry will oversee the continuing operations of TXNM Energy as President and CEO.
Advisors
Wells Fargo is serving as lead financial advisor, Citi is also serving as a financial advisor, and Troutman Pepper Locke LLP is serving as legal advisor to TXNM Energy. RBC Capital Markets, LLC is serving as lead financial advisor and J.P. Morgan is also serving as a financial advisor to Blackstone Infrastructure. Kirkland & Ellis LLP is serving as legal advisor to Blackstone Infrastructure.
Conference Call
TXNM Energy will discuss today's announcement during a live conference call and audio webcast today, Monday, May 19th at 12 p.m. Eastern.
The conference call will be simultaneously broadcast and archived on our website at https://www.txnmenergy.com/investors/events-and-presentations. Listeners are encouraged to visit the website at least 30 minutes before the event to register, download and install any necessary audio software.
Investors and analysts can participate in the live conference call by pre-registering using the following link: https://dpregister.com/sreg/10200131/ff33307f83. Telephone participants who are unable to pre-register may participate in the live conference call by dialing (877) 276-8648 or (412) 317-5474 fifteen minutes prior to the event and asking to join the TXNM Energy call.
2025 Ongoing Earnings Guidance
The equity to be issued as part of the transaction impacts TXNM Energy's previously issued 2025 Ongoing Earnings Guidance. As a result, TXNM Energy is not affirming this guidance and does not plan to issue revised earnings guidance during the pending transaction.
About TXNM Energy:
TXNM Energy (NYSE: TXNM), an energy holding company based in
Contacts: | ||||
Analysts | Media | |||
Lisa Goodman | Corporate Communications | |||
(505) 241-2160 | (505) 241-2743 |
About Blackstone Infrastructure:
Blackstone Infrastructure is an active investor across energy, transportation, digital infrastructure and water and waste infrastructure sectors. We seek to apply a long-term buy-and-hold strategy to large-scale infrastructure assets with a focus on delivering stable, long-term capital appreciation together with a predictable annual cash flow yield. Our approach to infrastructure investing is one that focuses on responsible stewardship and stakeholder engagement to create value for our investors and the communities we serve.
Contact
Paula Chirhart
Paula.Chirhart@Blackstone.com
347-463-5453
FORWARD-LOOKING STATEMENTS
Statements made in this press release that relate to future events or expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include statements regarding the potential transaction between TXNM Energy and Blackstone Infrastructure, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction, projected financial information, future opportunities, and any other statements regarding TXNM Energy's and Blackstone Infrastructure's future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. Neither Blackstone Infrastructure nor TXNM Energy assumes any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, TXNM Energy caution readers not to place undue reliance on these statements. TXNM Energy's business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see TXNM Energy's Form 10-K and Form 10-Q filings and the information filed on TXNM Energy's Forms 8-K with the Securities and Exchange Commission (the "SEC"), which factors are specifically incorporated by reference herein and the risks and uncertainties related to the proposed transaction with Blackstone Infrastructure, including, but not limited to: the expected timing and likelihood of completion of the pending transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement, including in circumstances requiring the Company to pay a termination fee, the possibility that TXNM Energy's shareholders may not approve the transaction agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, the outcome of legal proceedings that may be instituted against TXNM Energy, its directors and others related to the proposed transaction, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of TXNM Energy to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally, the amount of costs, fees, charges or expenses resulting from the proposed transaction, and the risk that the price of TXNM Energy's common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional Information about the Proposed Transaction and Where to Find It
The proposed transaction between TXNM Energy and Blackstone Infrastructure will be submitted to the shareholders of TXNM Energy for their consideration. TXNM Energy will file a proxy statement on Schedule 14A and other documents with the SEC regarding the proposed transaction. Promptly after filing its definitive proxy statement with the SEC, TXNM Energy intends to mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the proposed transaction. This document is not a substitute for the proxy statement or any other document which TXNM Energy may file with the SEC and send to TXNM Energy's shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF TXNM ENERGY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TXNM ENERGY AND THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding the proposed transaction, free of charge, at the SEC's website (www.sec.gov). You may also obtain these documents, free of charge, from TXNM Energy's website (https://www.txnmenergy.com/) under the tab "Investor" and then under the heading "SEC Filings."
Participants in the Solicitation
TXNM Energy and its respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. Information about TXNM Energy's directors and executive officers is set forth in its definitive proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2025, and its Form 10-K filed with the SEC on February 28, 2025. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement and other relevant materials TXNM Energy intends to file with the SEC.
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SOURCE TXNM Energy, Inc.
FAQ
What is the acquisition price for TXNM Energy by Blackstone Infrastructure?
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Will TXNM Energy maintain its local operations after the Blackstone acquisition?
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