PNM RESOURCES INC (Form: 8-K, Received: 01/03/2022 17:16:13)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM			8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)			January 3, 2022
			(January 3, 2022)

Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

PNM Resources, Inc.

(A New Mexico Corporation)

414 Silver Ave. SW

Albuquerque, New Mexico 87102-3289

Telephone Number - (505) 241-2700

Commission File No. - 001-32462

IRS Employer Identification No. - 85-0468296

____________________________________________________________________________________________________________

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
PNM Resources, Inc.	Common Stock, no par value	PNM	New York Stock Exchange

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 October 20, 2020, PNM Resources, Inc., a New Mexico corporation (“PNMR”), Avangrid, Inc. (“Avangrid”), a New York corporation, and NM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of Avangrid (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into PNMR (the “Merger”), with PNMR surviving the Merger as a direct wholly-owned subsidiary of Avangrid. The Merger Agreement provides that it may be terminated if the Effective Time shall not have occurred by January 20, 2022 (“End Date”), provided that either PNMR or Avangrid may extend the End Date to April 20, 2022 if all conditions to Closing have been satisfied other than the obtaining of all Required Regulatory Approvals.

On January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement (the “Amendment”) pursuant to which PNMR and Avangrid each agreed to extend the “End Date” until April 20, 2023. The parties acknowledge in the Amendment that the required regulatory approval from the New Mexico Public Regulation Commission (“NMPRC”) has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. In light of this outstanding approval, the parties determined to approve the Amendment. As amended, the Merger Agreement may be terminated by each of PNMR and Avangrid under certain circumstances, including if the Merger is not consummated by April 20, 2023 (subject to a three-month extension by PNMR and Avangrid by mutual consent if all of the conditions to the closing, other than the conditions related to obtaining regulatory approvals, have been satisfied or waived).

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 8.01 Other Events.

On January 3, 2022, PNMR, Avangrid, Merger Sub and Iberdrola, S.A., the parent of Avangrid and Merger Sub, filed a notice of appeal with the New Mexico Supreme Court. The parties intend to appeal the NMPRC’s December 8, 2021 order rejecting the stipulation agreement and related regulatory commitments agreed to by PNMR and Avangrid which were under consideration by the NMPRC in connection with the requested approval of the Merger (the “Appeal”).

On January 3, 2022, PNMR issued a press release announcing the filing of the Appeal and the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number Description

2.1 Amendment to Merger Agreement, dated as of January 3, 2022, by and among PNM Resources, Inc., Avangrid, Inc. and NM Green Holdings, Inc.

99.1 Press release issued by PNM Resources, Inc. on January 3, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Statements made in this Current Report on Form 8-K for PNMR 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 transaction between PNMR and Avangrid, including any statements regarding the expected timetable for completing the potential Merger, the ability to complete the potential Merger, the expected benefits of the potential Merger, and any other statements regarding PNMR’s and Avangrid’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 Avangrid nor PNMR assumes any obligation to update this information. Because actual results may differ

materially from those expressed or implied by these forward-looking statements, Avangrid and PNMR caution readers not to place undue reliance on these statements. Avangrid’s and PNMR’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 PNMR’s Form 10-K and Form 10-Q filings and the information filed on PNMR’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 Merger with Avangrid, including, but not limited to: (i) the expected timing and likelihood of completion of the pending Merger, including the timing, receipt and terms and conditions of required governmental and regulatory approvals of the pending Merger that could reduce anticipated benefits or cause the parties to abandon the transaction, (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (iii) the risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all, and (iv) the risk that the proposed transaction could have an adverse effect on the ability of PNMR to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally. 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			PNM RESOURCES, INC.


			(Registrant)


Date: January 3, 2022			/s/ Henry E. Monroy
			Henry E. Monroy
			Vice President and Corporate Controller
			(Officer duly authorized to sign this report)

Exhibit 2.1

AMENDMENT TO MERGER AGREEMENT

This AMENDMENT TO MERGER AGREEMENT, dated as of January 3, 2022 (this “Amendment”), is by and between Avangrid, Inc., a New York corporation (“Parent”), NM Green Holdings, Inc., a New Mexico corporation and direct subsidiary of Parent (“Merger Sub”), and PNM Resources, Inc., a New Mexico corporation (the “Company” and, together with Parent and Merger Sub, the “Parties” and each, a “Party”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).

WHEREAS, the Company, Parent and Merger Sub have entered into that certain Agreement and Plan of Merger, dated as of October 20, 2020 (the “Merger Agreement”);

WHEREAS, as of the date hereof, the Required Regulatory Approval from the New Mexico Public Regulatory Commission has not been obtained (the “Outstanding Approval”) and the Parties have reasonably determined that such Outstanding Approval will not be obtained by January 20, 2022, or by April 20, 2022 if the End Date were to be extended to such date in accordance with Section 8.1(c) of the Merger Agreement;

WHEREAS, Section 8.1(c) of the Merger Agreement provides that the Merger Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time by Parent or the Company if the Effective Time shall not have occurred on or before the End Date;

WHEREAS, in light of the above referenced Outstanding Approval, the Parties acknowledge that it is reasonably expected that each Party will have the right to terminate the Merger Agreement pursuant to Section 8.1(c) after April 20, 2022;

WHEREAS, on or about January 3, 2022, Parent and Merger Sub plan to file a notice of appeal of the New Mexico Public Regulation Commission’s December 9, 2021 Order on Certification of Stipulation with the New Mexico Supreme Court; and

WHEREAS, in light of the above referenced Outstanding Approval, the board of directors of each of the Parties has determined that it is in such Party’s best interests and the best interests of its shareholders (as applicable) for the Parties to continue to be bound by the Merger Agreement and each of the Parties desires to amend the Merger Agreement, as set forth in Section 1 below.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and undertakings contained herein, and other good and valuable consideration, and subject to and on the terms and conditions set forth in this Amendment, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

SECTION 1. Waiver and Agreement

(a) The Parties hereby agree that Section 8.1(c) of the Merger Agreement shall be amended in its entirety to read as follows:

“By Parent or the Company if the Effective Time shall not have occurred on or before 5:00 p.m. New York City time on April 20, 2023 (the “End Date”); provided that if, prior to the End Date, all of the conditions to the Closing set forth in Article VII have been satisfied or waived, as applicable, or for conditions that by their nature are to be satisfied at the Closing, shall then be capable of being satisfied (except for any condition set forth in Section 7.1(c) or Section 7.1(d)), the Company and Parent may mutually agree to extend the End Date to a date that is three (3) months after the End Date (and if so extended, such later date being the End Date); provided, further, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the Party seeking to terminate if any action of such Party (or, in the case of Parent, Merger Sub) or the failure of such Party (or, in the case of Parent, Merger Sub) to perform any of its obligations under this Agreement required to be performed at or prior to the Effective Time has been the primary cause of the failure of the Effective Time to occur on or before the End Date;”

SECTION 2. General Provisions.

(a) Except as expressly provided herein, nothing in this Amendment shall be deemed to constitute a waiver of compliance by any Party with respect to any other term, provision or condition of the Merger Agreement or shall be deemed or construed to amend, supplement or modify the Merger Agreement or otherwise affect the rights and obligations of any Party thereto, all of which remain in full force and effect.

(b) The following provisions from the Merger Agreement shall be incorporated into, and be effective with respect to, this Amendment as if set forth herein, mutatis mutandis: Section 9.2 (Modification or Amendment), Section 9.4 (Notices), Section 9.6 (Severability), Section 9.7 (Entire Agreement; Assignment), Section 9.9 (Governing Law), Section 9.11 (Counterparts)), Section 9.12 (Specific Performance), Section 9.13 (Jurisdiction) and Section 9.14 (Waiver of Jury Trial).

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.

AVANGRID, INC.

    /s/ Dennis V. Arriola
Name:    Dennis V. Arriola
Title:    Chief Executive Officer

NM GREEN HOLDINGS, INC.

/s/ Dennis V. Arriola

Name: Dennis V. Arriola
Title: President and Treasurer

PNM RESOURCES, INC.

/s/ Patricia K. Collawn
Name: Patricia K. Collawn
Title: Chairman, President and Chief Executive

Officer

Exhibit 99.1

For Immediate Release

January 3, 2022

PNM Resources Merger Agreement Extended and Appeal Filed, Financial Update with Earnings Guidance Scheduled for February 3

(ALBUQUERQUE, N.M.) – PNM Resources (NYSE: PNM) and Avangrid, Inc. have entered into an amendment of their merger agreement extending the end date to April 20, 2023. Additionally, the companies have filed a Notice of Appeal with the New Mexico Supreme Court of the December 2021 New Mexico Public Regulation Commission (NMPRC) order to reject a stipulated agreement reached with parties in the companies’ application for approval of the merger.

The merger received approval in 2021 from five federal agencies and the Public Utility Commission of Texas, leaving only the NMPRC approval remaining. The NMPRC voted in December 2021 to reject a stipulated agreement providing more than $300 million in benefits to New Mexico customer and communities and implementing safeguards to ensure continued local control of utility operations and reliable service to customers. The stipulated agreement was supported by parties including the NM Attorney General, the International Brotherhood of Electrical Workers Local 611, environmental advocates and organizations representing tribal interests. In total, 23 of the 24 intervening parties supported or did not oppose the agreement.

“Our appeal to the New Mexico Supreme Court preserves the benefits to customers and communities negotiated in our stipulated agreement with parties, which are unprecedented for this type of transaction,” said Pat Vincent-Collawn, PNM Resources’ chairman, president and CEO. “We will continue to prioritize our customers, communities and employees and move forward, irrespective of the pending merger, to execute our business plans and invest in infrastructure and systems to meet customers’ needs, support our communities and advance the transition to clean energy in New Mexico.”

Following the Notice of Appeal, the companies will have 30 days to file a Statement of Issues outlining the argument for appeal. There is no statutory time frame for the New Mexico Supreme Court to act on the appeal.

FINANCIAL UPDATE CONFERENCE CALL: 11 A.M. EASTERN THURSDAY, FEBRUARY 3

During 2021 and looking forward, PNM Resources continues to execute its standalone business plan to prioritize the needs of customers, communities and the environment at its regulated utilities, PNM and TNMP, and to deliver results to shareholders.

On February 3, 2022, PNM Resources will provide a financial update incorporating preliminary financial results, ongoing earnings guidance, annual dividend payment and continued growth targets. A press release will be issued prior to market open and management will host a live conference call at 11 a.m. Eastern to discuss these items along other company updates. The press release and accompanying presentation materials for the conference call will be posted on the company website at www.PNMResources.com.

(MORE)

PNMR Merger and Financial Update 1-3-2022 p. 2 of 2

Investors and analysts can participate in the live conference call by pre-registering using the following link to receive a special dial-in number and PIN: http://dpregister.com/10162844.

Telephone participants who are unable to pre-register may participate in the live conference call by dialing (877) 276-8648 or (412) 317-5474 fifteen minutes prior to the event and referencing “the PNM Resources financial update.” Listeners are encouraged to visit the website at least 30 minutes before the event to register, download and install any necessary audio software. A live webcast of the call will be available at http://www.pnmresources.com/investors/events.cfm.

Background:
PNM Resources (NYSE: PNM) is an energy holding company based in Albuquerque, N.M., with 2020 consolidated operating revenues of $1.5 billion. Through its regulated utilities, PNM and TNMP, PNM Resources provides electricity to approximately 800,000 homes and businesses in New Mexico and Texas. PNM serves its customers with a diverse mix of generation and purchased power resources totaling 3.1 gigawatts of capacity, with a goal to achieve 100% emissions-free energy by 2040. For more information, visit the company's website at www.PNMResources.com.

CONTACTS:

Investors Media

Lisa Goodman Ray Sandoval

(505) 241-2160 (505) 241-2782

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements made in this news release for PNM Resources, Inc. (“PNMR”), Public Service Company of New Mexico (“PNM”), or Texas-New Mexico Power Company (“TNMP”) (collectively, the “Company”) 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. PNMR, PNM, and TNMP assume no obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, PNMR, PNM, and TNMP caution readers not to place undue reliance on these statements. PNMR's, PNM's, and TNMP's business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond their control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. Additionally, there are risks and uncertainties in connection with the proposed acquisition of us by AVANGRID which may adversely affect our business, future opportunities, employees and common stock, including without limitation, (i) the expected timing and likelihood of completion of the pending Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending Merger that could reduce anticipated benefits or cause the parties to abandon the transaction, (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (iii) the risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all, and (iv) the risk that the proposed transaction could have an adverse effect on the ability of PNMR to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally. For a discussion of risk factors and other important factors affecting forward-looking statements, please see the Company’s Form 10-K, Form 10-Q filings and the information included in the Company’s Forms 8-K with the Securities and Exchange Commission, which factors are specifically incorporated by reference herein.

(END)