TXNM Energy (NYSE: TXNM) cuts breakup fee, adds $400M term loan
Rhea-AI Filing Summary
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.
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8-K Event Classification
4 items: 1.01, 2.03, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Extended merger end date: May 31, 2027
Parent Termination Fee: $175 million
PIPE equity investment: $400 million
+5 more
8 metrics
Extended merger end date
May 31, 2027
New outside date for TXNM–Blackstone merger under the Waiver
Parent Termination Fee
$175 million
Reduced from $350 million if the termination fee under the Merger Agreement becomes payable
PIPE equity investment
$400 million
8 million newly issued TXNM shares at $50.00 per share in 2025 PIPE Transaction
TXNM 2026 Term Loan size
$400 million
Term loan entered July 17, 2026 to fund repayment to the PIPE purchaser
Term Loan maturity
January 17, 2029
Final maturity date of the TXNM 2026 Term Loan
Debt-to-capitalization covenant
0.70 to 1.00
Maximum consolidated debt-to-consolidated capitalization ratio required under the Term Loan
Customers served
more than 800,000
Homes and businesses served across Texas and New Mexico through TNMP and PNM
Minimum Equity Financing price
$50.00 per share
Floor price for common stock issuances in the $400 million Equity Financing
Key Terms
PIPE Transaction, Waiver Period, Parent Termination Fee, Company Material Adverse Effect, +2 more
6 terms
PIPE Transaction financial
"the “PIPE Transaction” closed in June 2025 and was intended to provide interim financing"
A PIPE transaction is when a publicly traded company sells new shares or convertible securities directly to a select group of private investors, rather than through a public offering. It’s essentially a quick way for a company to raise cash, but it can dilute existing shareholders and often involves a price discount, so investors watch PIPEs for their potential impact on share value and ownership stakes—like a private top-up that changes the size of everyone’s slice of the pie.
Waiver Period regulatory
"prior to May 31, 2027 (such period, the “Waiver Period”)."
Parent Termination Fee financial
"the $350 million termination fee payable by Parent under the Merger Agreement (the “Parent Termination Fee”)."
Company Material Adverse Effect regulatory
"determining whether there has been, is, or would reasonably be expected to be, a Company Material Adverse Effect"
A company material adverse effect is a significant, harmful change in a company’s business, financial condition, or operations that makes it much less valuable or viable. Investors care because this kind of change can trigger contract protections, delay or cancel deals, and often leads to a sharp re-evaluation of the stock — like discovering a serious health problem that suddenly changes future prospects and insurance coverage.
cross-default provision financial
"The TXNM 2026 Term Loan also includes customary events of default, a cross-default provision, and a change-of-control provision."
Hart-Scott-Rodino Antitrust Improvements Act regulatory
"and under the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act."
A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did TXNM (TXNM) change in its merger agreement with Blackstone Infrastructure?
TXNM and Blackstone Infrastructure affiliates extended their merger outside date to May 31, 2027 and TXNM reduced the potential Parent termination fee from $350 million to $175 million. The parties also waived certain termination rights and released specified known breaches and related claims.
How large is the TXNM (TXNM) term loan used to unwind the PIPE?
TXNM entered into a $400 million term loan effective July 17, 2026, maturing on January 17, 2029. TXNM will draw the full amount and pay it to the PIPE purchaser to repay the $400 million originally invested in the voided 2025 stock transaction.
What happened to the 2025 PIPE Transaction involving TXNM (TXNM)?
The New Mexico Public Regulation Commission issued a Final Order declaring the $400 million PIPE Transaction void. TXNM will repay the PIPE purchaser using the new term loan, while dividends previously paid on the PIPE shares may be retained by the purchaser in lieu of interest.
Will TXNM (TXNM) issue new common stock following this agreement?
TXNM obtained consent to complete an Equity Financing of $400 million in common stock, with no shares issued below $50.00 per share. TXNM agreed to use the net proceeds from these stock issuances to repay the $400 million TXNM 2026 Term Loan.
Which regulatory approvals for the TXNM (TXNM) merger are still pending?
The merger has approvals from the PUCT, FERC, FCC and under the Hart-Scott-Rodino waiting period. It remains pending before the Nuclear Regulatory Commission and the New Mexico Public Regulation Commission, where the procedural schedule is currently paused.
When do TXNM (TXNM) and Blackstone Infrastructure expect their merger to close?
TXNM and Blackstone Infrastructure currently estimate closing the transaction in the first half of 2027. This timing depends on filing a compliance report with the NMPRC, re-establishing a procedural schedule, and obtaining remaining regulatory approvals, including from the NRC and NMPRC.
| UNITED STATES | |||||
| SECURITIES AND EXCHANGE COMMISSION | |||||
| Washington, D.C. 20549 | |||||
| FORM | |||||
| CURRENT REPORT | |||||
| Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 | |||||
| Date of Report (Date of earliest event reported) | ||||||||
| (July 17, 2026) | ||||||||
Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No. | ||||||||||||||
(A New Mexico Corporation)
Telephone Number - (505 ) 241-2700
Commission File No. - 001-32462
IRS Employer Identification No. - 85-0468296
Public Service Company of New Mexico
(A New Mexico Corporation)
Telephone Number - (505 ) 241-2700
Commission File No. - 001-06986
IRS Employer Identification No. - 85-0019030
____________________________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b)) | |||||||||||
| Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 40.13e-4(c)) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
Registrant | Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||
| TXNM Energy, Inc. | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on May 18, 2025, TXNM Energy, Inc., a New Mexico corporation (“TXNM”), Troy ParentCo LLC, a Delaware limited liability company (the “Parent”), and Troy Merger Sub Inc., a New Mexico corporation and an indirect wholly owned subsidiary of Parent (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into TXNM, with TXNM surviving the Merger as a direct wholly owned subsidiary of Parent (the “Merger”). Concurrently with the execution of the Merger Agreement, TXNM and Troy TopCo LP (“Purchaser”), a Delaware limited partnership, entered into a Stock Purchase Agreement dated May 18, 2025 (the “Stock Purchase Agreement”), pursuant to which Purchaser agreed to purchase 8 million newly issued shares of TXNM’s common stock at a price of $50.00 per share, representing an aggregate investment of $400 million (the “PIPE Transaction”). The PIPE Transaction closed in June 2025 and was intended to provide interim financing to support TXNM’s operations during the period preceding consummation of the Merger. Parent, Merger Sub and Purchaser are affiliates of Blackstone Infrastructure Partners L.P.
As previously disclosed, on July 2, 2026, the New Mexico Public Regulation Commission (“NMPRC”) issued a final order (the “Final Order”) declaring that (i) the PIPE Transaction is void and of no effect and (ii) TXNM, Public Service Company of New Mexico (“PNM”), Parent, and certain of their affiliates (the “Merger Parties”) must file a compliance report demonstrating how they have effectuated the unwinding of the PIPE Transaction.
Waiver and Letter Agreement
On July 17, 2026, TXNM, Parent and Merger Sub entered into a Waiver (the “Waiver”) pursuant to Section 8.6 of the Merger Agreement. Pursuant to the Waiver, each of Parent and TXNM irrevocably waived its right to terminate the Merger Agreement and abandon the Merger pursuant to Section 8.1(c) of the Merger Agreement (relating to the failure of the Merger to occur by the End Date (as defined in the Merger Agreement)) prior to May 31, 2027 (such period, the “Waiver Period”). Each party further waived any right or claim to interpret the terms of the Merger Agreement, including references to the End Date, in a manner inconsistent with the Waiver Period. In addition, TXNM irrevocably waived $175 million of the $350 million termination fee payable by Parent under the Merger Agreement (the “Parent Termination Fee”) in the event the Parent Termination Fee becomes payable, such that the Parent Termination Fee, if and when payable, would be reduced to $175 million. This reduction does not affect certain cost and expense reimbursement or indemnification obligations of the parties under specified provisions of the Merger Agreement relating to access to information, debt financing cooperation, effect of termination, and expenses.
On July 17, 2026, Parent, Purchaser, TXNM, and Merger Sub entered into a letter agreement (the “Letter Agreement”) addressing certain consents, waivers, and undertakings in connection with the unwinding of the PIPE Transaction and the ongoing regulatory approval process for the Merger. Each party to the Letter Agreement irrevocably and unconditionally waived, to the extent the facts or circumstances giving rise thereto had actually occurred and were actually known to such parties as of the date of the Letter Agreement, (i) any actual or alleged breach of any representation, warranty, covenant or agreement of the Merger Agreement or the Stock Purchase Agreement arising on or prior to the date of the Letter Agreement and (ii) any claim that any such breach or alleged breach constitutes, contributed to, or shall be taken into account in any regard in determining whether there has been, is, or would reasonably be expected to be, a Company Material Adverse Effect, Parent Material Adverse Effect or a Legal Restraint (as those terms are defined in the Merger Agreement), or a breach of the Merger Agreement or the Stock Purchase Agreement (clauses (i) and (ii) collectively, the “Waived Breaches and Claims”), together with any right or claim to terminate the Merger Agreement under Section 8.1(b), 8.1(d)(i), 8.1(e)(i), or 8.1(g) thereof, as a result of, or based in whole or part on, the Waived Breaches and Claims. The Waived Breaches and Claims include, but are not limited to, (i) any breach or alleged breach or claim based on facts or circumstances giving rise thereto that had actually occurred and were actually known as of the date of the Letter Agreement arising out of the March 11, 2026 Order Directing Joint Applicants to Show Cause in Docket No. 25-00060-UT, the Recommended Decision for Show Cause Proceeding, dated June 8, 2026, issued by the Hearing Examiners for the NMPRC (Docket No. 25-00060-UT), or the Final Order, (ii) the absence of any NMPRC approval for the issuance and sale of TXNM’s common stock contemplated by the Stock Purchase Agreement, or (iii) the determination by the NMPRC that the Stock Purchase Agreement and the issuance and sale of TXNM’s common stock contemplated thereby are void. In the Letter Agreement, the parties acknowledge that they have mutually agreed on the course of action contemplated by the Letter Agreement, the Waiver and the letter delivered by Parent consenting to certain updates to the Company Disclosure Schedule (as defined in the Merger Agreement) (the “Consent Letter”) and that any delays or similar adverse consequences in the proceedings with, or required regulatory approval of, the NMPRC arising from the parties’ compliance with the Letter Agreement or the Waiver, shall not constitute a breach of the Merger Agreement or the Stock Purchase Agreement or a Company Material Adverse Effect, Parent Material Adverse Effect or Legal Restraint under the Merger Agreement. Except as expressly set forth in the Letter Agreement or the Waiver, the parties reserved all other rights under the Merger Agreement, and the Letter Agreement does not otherwise constitute a waiver, release, amendment, or modification of the Merger Agreement.
In the Letter Agreement, Parent also consented to TXNM entering into the TXNM 2026 Term Loan (as discussed herein) and issuing shares of its common stock resulting in $400 million of gross proceeds (the “Equity Financing”), provided that no such shares may be issued at an individual or aggregate price of less than $50.00 per share. TXNM agreed to use the net
proceeds of the Equity Financing to repay the TXNM 2026 Term Loan discussed herein.
The above descriptions of the Waiver and the Letter Agreement are not complete and are qualified in their entirety by reference to the full text of the Waiver and the Letter Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
TXNM 2026 Term Loan
On July 17, 2026, TXNM entered into a $400 million term loan agreement (the “TXNM 2026 Term Loan”) with the lenders party thereto and Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent. The TXNM 2026 Term Loan is effective as of July 17, 2026 and has a maturity date of January 17, 2029. In accordance with the Letter Agreement, TXNM will draw the full amount under the TXNM 2026 Term Loan and pay such amount to Purchaser in full repayment of the $400 million previously paid by Purchaser under the Stock Purchase Agreement in connection with unwinding the PIPE Transaction as a result of the Final Order. TXNM agreed to use the proceeds of the TXNM 2026 Term Loan solely for this repayment and not for any other purpose. Amounts previously paid by TXNM to Purchaser as dividends on the shares of common stock purchased in the PIPE Transaction may be retained by Purchaser in lieu of interest on the amount so repaid.
TXNM must pay interest on amounts borrowed under the TXNM 2026 Term Loan and must repay all amounts on or before the maturity date.
The TXNM 2026 Term Loan includes customary covenants, including a covenant that requires the maintenance of a consolidated debt-to-consolidated capitalization ratio of less than or equal to 0.70 to 1.00. The TXNM 2026 Term Loan also includes customary events of default, a cross-default provision, and a change-of-control provision. If an event of default occurs, Wells Fargo may declare the obligations outstanding under the TXNM 2026 Term Loan to be due and payable. Such acceleration will occur automatically in the event of an insolvency or bankruptcy default.
The above description of the TXNM 2026 Term Loan is not complete and is qualified in its entirety by reference to the entire TXNM 2026 Term Loan, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Wells Fargo and the other lenders perform normal banking (including as lenders under other facilities) and investment banking and advisory services from time to time for TXNM and its affiliates, for which each receives customary fees and expenses.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this item is included in Item 1.01 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 17, 2026, TXNM issued a press release discussing the Waiver and the Letter Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
Forward-Looking Statements
Statements made in this Current Report on Form 8-K for TXNM 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. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. TXNM does not assume any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, TXNM cautions readers not to place undue reliance on these statements. TXNM’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’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filings and the information filed on TXNM’s Forms 8-K with the SEC, which factors are specifically incorporated by reference herein. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | Waiver, dated as of July 17, 2026, by and among TXNM Energy, Inc., Troy ParentCo LLC, and Troy Merger Sub Inc. | |||||||
| 10.2 | Letter Agreement, dated as of July 17, 2026, by and among TXNM Energy, Inc., Troy PrentCo LLC, Troy Merger Sub Inc., and Troy TopCo LP | |||||||
| 10.3 | Term Loan Agreement, dated July 17, 2026, by and among TXNM Energy, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent | |||||||
| 99.1 | Press Release, dated July 17, 2026 (furnished not filed) | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| TXNM ENERGY, INC. | |||||
| PUBLIC SERVICE COMPANY OF NEW MEXICO | |||||
| (Registrants) | |||||
| Date: July 17, 2026 | /s/ Gerald R. Bischoff | ||||
| Gerald R. Bischoff | |||||
| Vice President and Corporate Controller | |||||
| (Officer duly authorized to sign this report) | |||||
Exhibit 99.1
For Immediate Release
July 17, 2026
TXNM Energy and Blackstone Infrastructure Extend Merger Agreement
(ALBUQUERQUE, N.M.) –TXNM Energy (NYSE: TXNM) and Blackstone Infrastructure have extended the terms of their merger agreement under which Blackstone Infrastructure will acquire the outstanding common stock of TXNM Energy.
The termination date under the agreement has been extended to May 31, 2027, to allow for further time to obtain regulatory approvals.
The transaction has received approval from the Public Utility Commission of Texas (PUCT), the Federal Energy Regulatory Commission (FERC), the Federal Communications Commission (FCC) and under the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act. TXNM Energy shareholders overwhelmingly approved the merger in August 2025.
The transaction is pending regulatory approval from the Nuclear Regulatory Commission and the New Mexico Public Regulation Commission (NMPRC). The NMPRC procedural schedule has been paused, pending the filing and review of a report showing compliance with a Commission order involving a 2025 stock transaction between TXNM Energy and Blackstone Infrastructure.
“We remain committed to our proposed partnership with Blackstone Infrastructure because it is critical to TXNM Energy’s long-term ability to provide clean, affordable and reliable power to the customers we serve,” said Don Tarry, President and CEO of TXNM Energy. “We appreciate the NMPRC’s careful review of this case and look forward to further demonstrating why this partnership will strengthen the grid, support long-term investment, and deliver meaningful benefits for customers and communities across New Mexico and Texas.”
“Blackstone Infrastructure’s extension of our merger agreement is a sign of our commitment to continue to work collaboratively with stakeholders as we demonstrate the significant benefits of the proposed merger,” said Sean Klimczak, Global Head of Blackstone Infrastructure. “We remain focused on supporting TXNM Energy’s future growth plans as well as New Mexico’s ambitious clean and affordable energy goals.”
Additionally, TXNM Energy has entered into a $400 million term loan in order to unwind the voided 2025 stock transaction. TXNM Energy plans to issue common stock to repay the term loan.
To continue the regulatory approval process before the NMPRC, the joint applicants intend to file a compliance report with the NMPRC before the end of July 2026. Pending the re-establishment of a procedural schedule, the transaction is estimated to close in the first half of 2027.
The filing and additional materials pertaining to the application are available at www.txnmenergy.com/investors/rates-and-filings/pnm-nmprc-filings.
About TXNM Energy: TXNM Energy (NYSE: TXNM), an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM. For more information, visit the company's website at www.TXNMEnergy.com.
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
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
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 issuance of common stock by TXNM Energy and 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.
This press release does not constitute an offer to sell nor a solicitation of an offer to purchase shares of TXNM Energy common stock or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.