--- schema_version: "secwatch.filing_event.v1" accession: "0001108426-25-000048" form_type: "8-K" ticker: "TXNM" cik: "0001108426" company_name: "TXNM ENERGY INC" filed_at: "2025-05-19T23:59:59+00:00" generated_at: "2026-05-21T01:10:36.709196+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # TXNM Energy to be acquired by Blackstone Infrastructure Partners for $61.25 per share in cash ## Summary - Merger agreement signed May 18, 2025; TXNM shareholders to receive $61.25/share cash, no financing condition. - Blackstone affiliate also to purchase 8M new shares at $50/share for $400M via separate Stock Purchase Agreement. - Closing expected in H2 2026, subject to TXNM shareholder vote, FERC, NMPRC, PUCT, NRC, and HSR approvals. - TXNM termination fee of $210M; Parent termination fee of $350M; BIP provides $375M limited guarantee. - TXNM and TNMP entered $910M revolver and $1.505B term loan backstop facilities to manage potential defaults. ## SEC filing metadata - accession: 0001108426-25-000048 - form_type: 8-K - ticker: TXNM - cik: 0001108426 - company_name: TXNM ENERGY INC - filed_at: 2025-05-19T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.04, 2.03, 5.02, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000048/0001108426-25-000048-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/22767/000110842625000048/pnm-20250519.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001108426-25-000048 - JSON: https://secwatch.observer/filing/0001108426-25-000048.json - Plain text: https://secwatch.observer/filing/0001108426-25-000048.txt ## Key facts - Debt Financings TXNM ENERGY INC faced acceleration on revolving credit of $200 million with Wells Fargo Bank, National Association maturing March 30, 2029. - Instrument: revolving credit - Principal: $200 million - Counterparty: Wells Fargo Bank, National Association - Maturity: March 30, 2029 - Event: acceleration source text: The execution of the Merger Agreement constitutes a “Change of Control” under the following outstanding TXNM and TNMP credit facilities: • $300.0 million Twelfth Amendment to and Restatement of Credit Agreement, dated as of April 1, 2024, by and among TXNM, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended by that certain Thirteenth Amendment to Credit Agreement dated as of June 24, 2024, maturing March 30, 2029; • $500.0 million Term Loan Agreement, dated as of June 30, 2023, by and among TXNM, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, maturing June 30, 2026; • $30.3 million Standby Letter of Credit facility between TXNM and Wells Fargo Bank, National Association, dated as of August 21, 2020; and • $200 million Credit Agreement dated as of April 1, 2024, by and among TNMP, the lenders party thereto identified therein and Wells Fargo Bank, National Association, as administrati evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000048/0001108426-25-000048-index.htm - Debt Financings TXNM ENERGY INC faced acceleration on term loan of $500.0 million with Wells Fargo Bank, National Association maturing June 30, 2026. - Instrument: term loan - Principal: $500.0 million - Counterparty: Wells Fargo Bank, National Association - Maturity: June 30, 2026 - Event: acceleration source text: The execution of the Merger Agreement constitutes a “Change of Control” under the following outstanding TXNM and TNMP credit facilities: • $300.0 million Twelfth Amendment to and Restatement of Credit Agreement, dated as of April 1, 2024, by and among TXNM, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended by that certain Thirteenth Amendment to Credit Agreement dated as of June 24, 2024, maturing March 30, 2029; • $500.0 million Term Loan Agreement, dated as of June 30, 2023, by and among TXNM, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, maturing June 30, 2026; • $30.3 million Standby Letter of Credit facility between TXNM and Wells Fargo Bank, National Association, dated as of August 21, 2020; and • $200 million Credit Agreement dated as of April 1, 2024, by and among TNMP, the lenders party thereto identified therein and Wells Fargo Bank, National Association, as administrati evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000048/0001108426-25-000048-index.htm - Debt Financings TXNM ENERGY INC faced acceleration on revolving credit of $1.505 billion with bondholders. - Instrument: revolving credit - Principal: $1.505 billion - Counterparty: bondholders - Event: acceleration source text: TNMP has $1.505 billion of outstanding First Mortgage Bonds (“TNMP FMBs”) that include a “Bond Repurchase Event” provision. If TNMP is unable to obtain the amendment waiving the Event of Default under the TNMP Revolver within 15 calendar days of the signing the Merger Agreement, a “Bond Repurchase Event” will occur. If a “Bond Repurchase Event” occurs and is continuing, TNMP must repurchase the TNMP FMBs for a purchase price equal to the aggregate principal amount of the TNMP FMBs then outstanding, plus all accrued and unpaid interest thereon and a make-whole amount determined for the Bond Repurchase Event date with respect to such principal amount. evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000048/0001108426-25-000048-index.htm - Debt Financings TXNM ENERGY INC faced acceleration on credit facility of $30.3 million with Wells Fargo Bank, National Association. - Instrument: credit facility - Principal: $30.3 million - Counterparty: Wells Fargo Bank, National Association - Event: acceleration source text: The execution of the Merger Agreement constitutes a “Change of Control” under the following outstanding TXNM and TNMP credit facilities: • $300.0 million Twelfth Amendment to and Restatement of Credit Agreement, dated as of April 1, 2024, by and among TXNM, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended by that certain Thirteenth Amendment to Credit Agreement dated as of June 24, 2024, maturing March 30, 2029; • $500.0 million Term Loan Agreement, dated as of June 30, 2023, by and among TXNM, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, maturing June 30, 2026; • $30.3 million Standby Letter of Credit facility between TXNM and Wells Fargo Bank, National Association, dated as of August 21, 2020; and • $200 million Credit Agreement dated as of April 1, 2024, by and among TNMP, the lenders party thereto identified therein and Wells Fargo Bank, National Association, as administrati evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000048/0001108426-25-000048-index.htm - Debt Financings TXNM ENERGY INC faced acceleration on debt of $1.505 billion with bondholders. - Principal: $1.505 billion - Counterparty: bondholders - Event: acceleration source text: The $1.505 billion of outstanding TNMP FMBs obligate TNMP to offer to prepay within 30 days following the signing of the Merger Agreement all of the $1.505 billion TNMP FMBs at one hundred percent (100%) of the principal amount of the TNMP FMBs, plus all accrued and unpaid interest thereon, but without any make-whole amount or other premium (the “Offer to Prepay”). evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000048/0001108426-25-000048-index.htm - Debt Financings TXNM ENERGY INC faced acceleration on credit facility of $300.0 million with Wells Fargo Bank, National Association maturing March 30, 2029. - Instrument: credit facility - Principal: $300.0 million - Counterparty: Wells Fargo Bank, National Association - Maturity: March 30, 2029 - Event: acceleration source text: The execution of the Merger Agreement constitutes a “Change of Control” under the following outstanding TXNM and TNMP credit facilities: • $300.0 million Twelfth Amendment to and Restatement of Credit Agreement, dated as of April 1, 2024, by and among TXNM, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, as amended by that certain Thirteenth Amendment to Credit Agreement dated as of June 24, 2024, maturing March 30, 2029; • $500.0 million Term Loan Agreement, dated as of June 30, 2023, by and among TXNM, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, maturing June 30, 2026; • $30.3 million Standby Letter of Credit facility between TXNM and Wells Fargo Bank, National Association, dated as of August 21, 2020; and • $200 million Credit Agreement dated as of April 1, 2024, by and among TNMP, the lenders party thereto identified therein and Wells Fargo Bank, National Association, as administrati evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000048/0001108426-25-000048-index.htm - Executive change Henry E. Monroy was elected as Senior Vice President and Chief Financial Officer at TXNM ENERGY INC. - Action: elected - Role: Senior Vice President and Chief Financial Officer source text: On May 18, 2025, the Board, upon the recommendation of the Nominating and Governance Committee (“NGC”), elected Henry E. Monroy, Vice President, Regulatory, of TXNM’s wholly-owned utility subsidiary, Public Service Company of New Mexico (“PNM”), as TXNM’s Senior Vice President and Chief Financial Officer (Principal Financial Officer), effective as of May 19, 2025, following Ms. Eden’s retirement from such role. evidence_url: https://www.sec.gov/Archives/edgar/data/1108426/000110842625000048/0001108426-25-000048-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.