M&A - TXNM ENERGY INC

Form Type: 11-K

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000110842625000071

Filing Summary: On June 26, 2025, TXNM Energy, Inc. filed its Form 11-K, which includes the annual financial statements for its Retirement Savings Plan for the fiscal year ended December 31, 2024. The report details the net assets available for benefits, which totaled $826,572,097 at the end of 2024, reflecting a net increase of $61,142,447 from the previous year. The document highlights significant financial activities, including investments at fair value, contributions from participants and employers, and deductions related to benefits paid to participants. Notably, it states that on May 18, 2025, TXNM Energy, Inc. entered into a merger agreement with TroyParentCo LLC and Troy Merger Sub Inc., under which Merger Sub will merge into TXNM, emphasizing that while the merger is subject to regulatory approvals, the full impact on the retirement plan remains undetermined. The report contains the opinion of an independent auditor affirming the fair presentation of the financial statements in accordance with GAAP.

Form Type: 8-K

Filing Date: 2025-06-24

Corporate Action: Merger

Type: New

Accession Number: 000110842625000069

Filing Summary: On June 24, 2025, TXNM Energy, Inc. entered into a Stock Purchase Agreement with Zimmer Partners, LP and associated purchasers to sell an aggregate of 3,615,003 shares of common stock at a price of $55.325 per share, totaling around $200 million. The funds are intended for general corporate purposes. The closing of the sale is expected three business days after NYSE approval for listing the purchased shares. The purchasers are obligated to vote the shares in favor of a previously disclosed Merger Agreement with Troy ParentCo LLC and Troy Merger Sub Inc., under which TXNM will merge into Merger Sub, leading to TXNM becoming a wholly-owned subsidiary of Parent. Further, the agreement includes provisions for a lock-up period for share trading and registration rights. The shares are unregistered under the Securities Act, contingent upon specific resale regulations. This 8-K filing does not serve as an offer or solicitation regarding the shares or securities.

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.