PNM RESOURCES INC (Form: 8-K, Received: 04/12/2023 16:18:24)


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)			April 12, 2023
			(April 12, 2023)

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 (as amended by the Amendment to Merger Agreement dated as of January 3, 2022, 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 April 20, 2023 (“End Date”), provided that PNMR and Avangrid may mutually agree to extend the End Date to July 20, 2023 if all conditions to Closing have been satisfied other than the obtaining of all Required Regulatory Approvals.

On April 12, 2023, PNMR, Avangrid and Merger Sub entered into Amendment No. 2 to the Merger Agreement (the “Second Amendment”) pursuant to which PNMR and Avangrid each agreed to extend the “End Date” until July 20, 2023. The parties acknowledge in the Second 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, 2023.

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

Item 8.01. Other Events.

On April 12, 2023, PNMR issued a press release announcing the Second 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 April 12, 2023, by and among PNM Resources, Inc., Avangrid, Inc. and NM Green Holdings, Inc.
99.1						Press release issued by PNM Resources, Inc. on April 12, 2023
104						Cover page in Inline XBRL format

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 outcome of the Appeal, the 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 and apply only as of the date of this report. 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 any remaining 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: April 12, 2023			/s/ Henry E. Monroy
			Henry E. Monroy
			Vice President and Corporate Controller
			(Officer duly authorized to sign this report)

Exhibit 2.1

AMENDMENT NO. 2 TO MERGER AGREEMENT

This AMENDMENT NO. 2 TO MERGER AGREEMENT, dated as of April 12, 2023 (this “Amendment No. 2”), 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, as amended by the Amendment to Merger Agreement, dated as of January 3, 2022 (the “Merger Agreement”);

WHEREAS, as of the date hereof, the Required Regulatory Approval from the New Mexico Public Regulation Commission has not been obtained (the “Outstanding Approval”) and the Parties have reasonably determined that such Outstanding Approval will not be obtained by the April 20, 2023 End Date;

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 each Party will have the right to terminate the Merger Agreement pursuant to Section 8.1(c) after April 20, 2023;

WHEREAS, Section 8.1(c) of the Merger Agreement further provides that, as a result of the Outstanding Approval, the Company and Parent may mutually agree to extend the April 20, 2023 End Date to a date that is three months after such End Date; and

WHEREAS, 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 July 20, 2023 (the “End Date”); provided 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 No. 2 as of the date first written above.

AVANGRID, INC.

    /s/ Pedro Azagra Blázquez
Name:    Pedro Azagra Blázquez
Title:    Chief Executive Officer

NM GREEN HOLDINGS, INC.

/s/ Pedro Azagra Blázquez

Name: Pedro Azagra Blázquez
Title: President and Treasurer

PNM RESOURCES, INC.

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

Officer

145902334v3

Exhibit 99.1

For Immediate Release

April 12, 2023

PNM Resources agrees to merger extension with AVANGRID and schedules Q1 earnings call for May 5

(ALBUQUERQUE, N.M.) – PNM Resources (NYSE: PNM) Board of Directors affirmed its commitment to the merger with Avangrid, Inc. and has agreed to exercise the three-month extension of the merger agreement through July 20, 2023. Avangrid, Inc. has also agreed to exercise the extension.

“Our merger with Avangrid remains the right path to achieve a clean energy future and deliver additional benefits to our customers and communities,” said Pat Vincent-Collawn, PNM Resources Chairman and CEO. “As we continue to navigate the regulatory approval process in New Mexico, we remain focused on managing our standalone business to meet our customers’ needs across New Mexico and Texas and optimize our financial plans to deliver shareholder value.”

MERGER UPDATE

PNM Resources and Avangrid, Inc., together with the New Mexico Public Regulation Commission (NMPRC), filed a joint motion at the New Mexico Supreme Court (Court) in March to dismiss the companies’ appeal of the December 2021 NMPRC denial and remand the case back to the NMPRC. The motion remains pending, and there is no statutory deadline for the Court’s decision nor the potential remanded case at the NMPRC. The pending motion and additional materials pertaining to the Court appeal are available at https://www.pnmresources.com/investors/rates-and-filings.aspx.

FINANCING UPDATE

During the first quarter, the company entered into forward sale agreements under its ATM program for the ability to issue approximately $50 million of equity at a future settlement date. In accordance with the agreements, no shares are issued nor cash proceeds received until physical settlement of the agreements at a future date. The company also retains the option to elect net settlement of the agreements in cash without the issuance of shares. Agreements to date reflect just over 1 million shares of common stock at a weighted-average initial forward price of $48.39. The company may utilize a combination of forward sales agreements for the remaining available capacity of $150 million under the ATM program and other equity instruments outside the ATM program to meet its previously communicated equity needs of up to $200 million in 2023.

Also during the first quarter, PNM Resources entered into $150 million of additional interest rate hedges on variable rate debt through September 2023, bringing the total amount hedged through this period to $1 billion at an average rate of 3.6%. PNM Resources also entered into $300 million of interest rate hedges for 2024 at an average rate of 3.6%.

FIRST QUARTER CONFERENCE CALL: 11 A.M. EASTERN FRIDAY, MAY 5

PNM Resources will announce first quarter 2023 financial results prior to the market opening on Friday, May 5, 2023. Management will also host a live conference call at 11 a.m. Eastern Time to discuss financial results and 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.

Investors and analysts can participate in the live conference call by pre-registering using the following link: https://dpregister.com/sreg/10177440/f8f4631620. 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.

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 2022 consolidated operating revenues of $2.2 billion. Through its regulated utilities, PNM and TNMP, PNM Resources provides electricity to more than 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 2.7 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:

Analysts 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, including the unaudited financial results and earnings guidance, 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 and apply only as of the date of this report. 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 the Company by Avangrid, Inc. (the “Merger”) which may adversely affect the Company’s 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 remaining 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 and its announcement could have an adverse effect on the ability of the Company 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)