PNM Resources Files 8-K for Material Definitive Agreement

TL;DR

PNM Resources just signed a big deal, creating new financial obligations. Details TBD.

AI Summary

On June 10, 2024, PNM Resources, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in New Mexico, reported this event under the 1934 Securities Exchange Act. Specific details of the agreement and the financial obligation are not provided in this summary.

Why It Matters

This filing indicates a significant new agreement or financial commitment for PNM Resources, which could impact its financial obligations and operational structure.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, suggesting potential changes or risks associated with these new commitments.

Key Players & Entities

• PNM Resources, Inc. (company) — Registrant
• June 10, 2024 (date) — Date of Report
• New Mexico (location) — State of Incorporation
• 414 Silver Ave. SW Albuquerque, New Mexico 87102-3289 (address) — Principal Executive Offices
• 5052412700 (phone_number) — Telephone Number
• 001-32462 (filing_number) — Commission File No.
• 85-046 (tax_id) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $500,000,000 — Resources, Inc. (the "Company") issued $500,000,000 aggregate principal amount of its 5.75%
• $50,000,000 — hasers may purchase up to an additional $50,000,000 aggregate principal amount of the Conve
• $1,000 — period") in which the trading price per $1,000 principal amount of notes for each trad
• $44.46 — itial conversion price of approximately $44.46 per share of common stock, which repres

Filing Documents

• pnm-20240610.htm (8-K) — 45KB
• pnm06102024ex41.htm (EX-4.1) — 884KB
• pnm06102024ex42.htm (EX-4.2) — 627KB
• image_0.jpg (GRAPHIC) — 1KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 2KB
• image_3.jpg (GRAPHIC) — 2KB
• image_4.jpg (GRAPHIC) — 2KB
• 0001108426-24-000058.txt ( ) — 1976KB
• pnm-20240610.xsd (EX-101.SCH) — 2KB
• pnm-20240610_def.xml (EX-101.DEF) — 14KB
• pnm-20240610_lab.xml (EX-101.LAB) — 25KB
• pnm-20240610_pre.xml (EX-101.PRE) — 15KB
• pnm-20240610_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 10, 2024, PNM Resources, Inc. (the "Company") issued $500,000,000 aggregate principal amount of its 5.75% Junior Subordinated Convertible Notes due 2054 (the "Convertible Notes") pursuant to an Indenture (the "Convertible Notes Indenture"), dated as of June 10, 2024, between the Company and Computershare Trust Company, N.A., as trustee (the "Trustee"). The Convertible Notes were sold under a Purchase Agreement (the "Purchase Agreement") dated June 4, 2024 among the Company and the initial purchasers (the "Initial Purchasers") party thereto. Pursuant to the option granted by the Company to the Initial Purchasers to purchase, within a 13-day period beginning on, and including, the date on which the Convertible Notes were first issued, the Initial Purchasers may purchase up to an additional $50,000,000 aggregate principal amount of the Convertible Notes, solely for the purpose of covering over-allotments, if any. The Convertible Notes are unsecured obligations of the Company and rank junior and subordinate in right of payment to the prior payment in full of the Company's existing and future senior indebtedness. The Convertible Notes will rank equally in right of payment with any future unsecured indebtedness that the Company may incur from time to time if the terms of such indebtedness provide that it ranks equally with the Convertible Notes in right of payment. The Convertible Notes bear interest at a rate of 5.75% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024, subject to the Company's right to defer payments of interest as described below. The Convertible Notes will mature on June 1, 2054, unless earlier converted, redeemed or repurchased in accordance with their terms. No "sinking fund" is provided for the Convertible Notes, which means that the Company is not required to redeem or retire the Convertible Notes periodically. So long

03 Unregistered Sales of Equity Securities

Item 3.03 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 is incorporated by reference into this Item 3.03. The Company offered and sold the Convertible Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. The Convertible Notes, the Non-Convertible Junior Subordinated Notes issuable upon conversion of the Convertible Notes, if any, and shares of the Company's common stock issuable upon conversion of the Convertible Notes, if any, have not been and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and the Convertible Notes, such Non-Convertible Junior Subordinated Notes and such shares of common stock may not be offered or sold without registration or an applicable exemption from registration requirements.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture for PNM Resources, Inc.'s 5.75% Junior Subordinated Convertible Notes due 2054, dated as of June 10, 2024, by and between PNM Resources, Inc. and Computershare Trust Company, N.A., as trustee. 4.2 Indenture for PNM Resources, Inc.'s 5.75% Junior Subordinated Notes due 2054, dated as of June 10, 2024, by and between PNM Resources, Inc. and Computershare Trust Company, N.A., as trustee. 4.3 Form of Global Note, representing PNM Resources, Inc.'s 5.75% Junior Subordinated Convertible Notes due 2054 (included as Exhibit A to the Indenture filed as Exhibit 4.1 above). 4.4 Form of Global Note, representing PNM Resources, Inc.'s 5.75% Junior Subordinated Notes due 2054 (included as Exhibit A to the Indenture filed as Exhibit 4.2 above). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: June 10, 2024 /s/ Gerald R. Bischoff Gerald R. Bischoff Vice President and Corporate Controller (Officer duly authorized to sign this report)

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