M&A - TEXAS NEW MEXICO POWER CO

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000110842625000056

Filing Summary: On May 27, 2025, Texas-New Mexico Power Company (TNMP) reported material agreements regarding financial amendments related to a merger with TXNM Energy, Inc. Effective May 23, 2025, amendments were made to various credit agreements, specifically addressing a merger with Troy ParentCo LLC as per the Agreement and Plan of Merger dated May 18, 2025. These amendments ensure that the merger does not trigger a 'Change of Control' clause for TXNM's revolving credit facilities and associated term loan agreements. TNMP similarly updated its credit agreement to avoid a 'Change of Control' designation due to the merger. Furthermore, it was confirmed that the execution of the new amendments preempted a Bond Repurchase Event concerning TNMP's First Mortgage Bonds valued at $1.505 billion. The report also noted the termination of a $910 million revolving credit facility due to compliance with conditions following the merger.

Form Type: 8-K/A

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000110842625000054

Filing Summary: This Form 8-K/A is an amendment to the previously filed Form 8-K by TXNM Energy, Inc. on May 19, 2025. The amendment includes additional details related to unregistered sales of equity securities under Item 3.02. The securities will be sold under a Stock Purchase Agreement, relying on the exemption from registration in Section 4(a)(2) of the Securities Act. TXNM Energy has agreed to pay a commission of up to 1% of the aggregate offering price of the securities issued. Further, the proposed acquisition transaction will be submitted to TXNM shareholders for consideration, and a proxy statement will be filed with the SEC. The document emphasizes the importance for investors to read the proxy statement carefully once it's available, as it contains significant information about the company and the proposed acquisition.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000110842625000048

Filing Summary: On May 18, 2025, TXNM Energy, Inc. entered into a Merger Agreement with Troy ParentCo LLC and Troy Merger Sub Inc., where Merger Sub will merge with TXNM, making it a wholly-owned subsidiary of Parent. Each TXNM common stock share will be converted into $61.25 in cash. The merger is set to close in the second half of 2026, following necessary regulatory approvals and shareholder votes. Key terms include the conversion of restricted stock rights and performance shares into cash compensations, existing debt obligations, and a termination fee clause in case of abandonment of the agreement. Additional financing arrangements with BIP and various banks have been made to support the merger and associated obligations, including a $910 million revolving credit facility.