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TXNM Energy entered into a Waiver and Letter Agreement with Blackstone Infrastructure affiliates that extend the outside date for their pending merger to May 31, 2027 and adjust certain deal terms. TXNM irrevocably reduced the potential Parent termination fee from $350 million to $175 million, while both sides waived rights to terminate the merger before the new end date for specified timing-related reasons and released certain known breaches and related claims tied to New Mexico regulatory proceedings and the voided 2025 PIPE financing.
To unwind the NMPRC‑voided PIPE, TXNM closed a $400 million term loan maturing January 17, 2029, drew the full amount, and will repay the PIPE investor, which may retain prior dividends in lieu of interest. The loan includes a maximum consolidated debt‑to‑capitalization ratio of 0.70 to 1.00. Under the agreements, Parent consented to TXNM raising $400 million through common stock issuances at prices of at least $50.00 per share, with net proceeds to repay the term loan. The companies state that most federal and Texas approvals are in place and that, subject to remaining NRC and NMPRC approvals, they currently estimate closing in the first half of 2027.
TXNM Energy, Inc. reports that the New Mexico Public Regulation Commission issued a Final Order declaring its $400 million PIPE equity financing undertaken for the planned merger to be void and in violation of New Mexico law. The PIPE involved 8 million newly issued shares at $50.00 per share, intended to support operations before the merger closes.
The order requires TXNM, Parent and Purchaser to file a compliance report within 45 days explaining how they will unwind or otherwise effectuate the void status of the PIPE while holding New Mexico ratepayers harmless from all resulting costs and impacts. Each of TXNM, Parent and Purchaser must also pay a $100,000 penalty, for a total of $300,000, and the procedural schedule for the merger application has been stayed pending review of the compliance filing.
TXNM Energy reports two major regulatory steps by its utilities. Texas-New Mexico Power Company filed a comprehensive base rate settlement in Texas that would allow recovery of its filed rate base of $2.8 billion as of June 30, 2025, while maintaining a 9.65% return on equity and 45% equity ratio. The settlement also includes $20.5 million of Hurricane Beryl restoration costs to be recovered through a rate rider over five years, all subject to Public Utility Commission of Texas approval.
Separately, Public Service Company of New Mexico filed a balanced resource plan with New Mexico regulators to advance a carbon-free future. The plan seeks approval for 800 MW of wind, 240 MW of solar, 610 MW of battery storage and 40 MW of natural gas, supporting PNM’s goal of eliminating coal by 2031 and progressing toward 100% carbon-free electricity as customer demand is forecast to rise about 40% by 2032. These investments are part of PNM’s previously shared $4.9 billion five-year capital plan.
TXNM Energy, Inc. reported mixed first quarter 2026 results. GAAP net earnings attributable to TXNM fell to $3.7 million, or $0.03 per diluted share, compared with $8.9 million and $0.10 a year earlier, mainly reflecting higher unrealized investment losses and merger-related costs.
On a non-GAAP basis, ongoing net earnings rose to $23.8 million, or $0.21 per diluted share, up from $18.1 million and $0.19. TNMP drove most of the improvement, while PNM faced milder weather, higher operating costs and expenses tied to new capital investments.
The company updated its 2026–2030 capital investment plan to $10.2 billion, focused on grid modernization, battery storage, and growth in both New Mexico and Texas. TXNM also reiterated progress on its proposed acquisition by Blackstone Infrastructure at $61.25 per share, noting key federal and Texas approvals and ongoing review by remaining regulators.
TXNM Energy, parent of New Mexico and Texas electric utilities PNM and TNMP, outlines a strategy built on regulated growth, grid upgrades, and cleaner power. The company serves about 842,000 customers and plans substantial investment in transmission, distribution, and renewables, supported by rate mechanisms in New Mexico and Texas.
TXNM has agreed to be acquired by a Blackstone Infrastructure affiliate for $61.25 per share in cash, with shareholder approval already obtained and several key regulatory approvals granted, while others remain pending before closing, which is targeted for the second half of 2026. PNM’s portfolio is shifting toward renewables, storage, and nuclear with limited coal, and management highlights both the growth opportunity from rising data-center and load demand and significant risks from regulation, environmental rules, technology change, cybersecurity, and a projected $10.2 billion construction program for 2026–2030.
TXNM Energy reported 2025 GAAP diluted earnings per share of $1.48, down from $2.67 in 2024, mainly reflecting a $58.8 million pension settlement charge, $43.1 million of merger-related costs and $3.4 million of net unrealized losses on investment securities. Ongoing diluted EPS, which excludes these and other specified items, was $2.33 versus $2.74 in 2024. PNM benefited from rate relief and higher load but faced higher costs and lower weather-driven usage, while TNMP saw stronger revenues offset by higher depreciation, taxes and interest from new investments. The company highlighted significant equity issuance in 2024–2025 that increased diluted share count and reduced EPS.
TXNM reaffirmed its proposed sale to affiliates of Blackstone Infrastructure for $61.25 per share. Shareholders have approved the deal, and approvals have been obtained from the Federal Energy Regulatory Commission, the Public Utility Commission of Texas, the Federal Communications Commission and under the Hart-Scott-Rodino Act, with Nuclear Regulatory Commission and New Mexico Public Regulation Commission approvals still pending. TXNM continues to anticipate closing in the second half of 2026, subject to remaining conditions.
Regulatory initiatives include TNMP’s November 2025 Texas rate filing seeking recovery of $2.8 billion of rate base as of June 30, 2025 and $20.5 million of Hurricane Beryl restoration costs over five years, and PNM applications in New Mexico for two economic development projects costing $165.5 million and a $247 million 345 kV transmission project to support reliability, renewable integration and growth.