M&A - TXNM ENERGY INC

Form Type: SCHEDULE 13D

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000095017025076981

Filing Summary: On May 18, 2025, TXNM Energy, Inc. entered into a Stock Purchase Agreement with Troy TopCo LP, where TopCo agreed to purchase 8,000,000 shares of common stock at $50 per share, totaling $400 million to be funded by capital contributions. Concurrently, a Merger Agreement was established between TXNM Energy, Inc., Troy ParentCo LLC, and Troy Merger Sub Inc., wherein the Merger Sub will merge with TXNM Energy, continuing as a wholly owned subsidiary of Parent. At the merger's Effective Time, remaining shareholders will receive $61.25 cash per share of common stock owned, while the purchased shares will be canceled. The completion of the merger is anticipated in the second half of 2026, contingent upon regulatory approvals and shareholder votes. Additionally, provisions within both agreements include restrictions on share transfers and other corporate actions for a specified period.

Form Type: DEFA14A

Filing Date: 2025-05-20

Corporate Action: Merger

Type: New

Accession Number: 000110842625000051

Filing Summary: TXNM Energy, Inc. has filed a proxy statement regarding a proposed transaction with Blackstone Infrastructure. This significant transaction will be presented to shareholders for their approval. The company plans to file a definitive proxy statement with the SEC, which will be mailed to shareholders entitled to vote at a related special meeting. TXNM Energy encourages investors and security holders to review the proxy statement and any other relevant documents upon their availability, as they will provide important information regarding the company and the proposed transaction. Information about the directors and executive officers of TXNM Energy relevant to this solicitation of proxies is detailed in prior filings with the SEC, which are available for free on the company's and SEC's websites.