TXNM ENERGY INC. Enters Material Agreement, Faces Financial Obligations

TL;DR

TXNM ENERGY INC. just signed a big deal and took on new debt. Watch this space.

AI Summary

On February 14, 2025, TXNM ENERGY INC. (formerly PNM Resources Inc.) entered into a material definitive agreement. This filing also pertains to the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant new financial commitments or agreements for TXNM ENERGY INC., which could impact its future financial health and operational strategy.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce financial risks and operational complexities.

Key Players & Entities

• TXNM ENERGY INC. (company) — Registrant
• PNM Resources Inc. (company) — Former company name
• Texas New Mexico Power Co (company) — Related entity
• February 14, 2025 (date) — Date of filing and agreement

FAQ

Key Financial Figures

• $140,000,000 — w Mexico Power Company ("TNMP"), issued $140,000,000 aggregate principal amount of its 5.19%

Filing Documents

• pnm-20250214.htm (8-K) — 40KB
• txnm02142025ex41.htm (EX-4.1) — 215KB
• txnm02142025ex101.htm (EX-10.1) — 598KB
• 0001108426-25-000004.txt ( ) — 1159KB
• pnm-20250214.xsd (EX-101.SCH) — 2KB
• pnm-20250214_def.xml (EX-101.DEF) — 14KB
• pnm-20250214_lab.xml (EX-101.LAB) — 26KB
• pnm-20250214_pre.xml (EX-101.PRE) — 15KB
• pnm-20250214_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 14, 2025, TXNM Energy, Inc.'s indirect wholly-owned subsidiary, Texas-New Mexico Power Company ("TNMP"), issued $140,000,000 aggregate principal amount of its 5.19% First Mortgage Bonds, due April 1, 2031, Series 2025A (the "Bonds") in a private placement in reliance on an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). The Bonds were sold by TNMP to institutional accredited investors (as defined by Rule 501(a) of the Securities Act) pursuant to a Bond Purchase Agreement dated February 14, 2025 (the "Bond Purchase Agreement"). A copy of the Bond Purchase Agreement is attached to this Current Report on Form 8-K filed as Exhibit 10.1. TNMP will apply the proceeds of the Bonds for the repayment of short-term debt and other general corporate purposes, including projected capital expenditures. The Bonds were issued pursuant to TNMP's First Mortgage Indenture dated as of March 23, 2009 (the "First Mortgage Indenture"), between TNMP and U.S. Bank Trust Company, National Association (as ultimate successor to The Bank of New York Mellon Trust Company, N.A.), as trustee, (the "Trustee"), as previously supplemented and amended and as further supplemented by the Twenty-Third Supplemental Indenture thereto, dated as of February 14, 2025, between TNMP and the Trustee (the "Twenty-Third Supplemental Indenture" and, together with the First Mortgage Indenture, the "Indenture"). The Bonds are secured by a first mortgage lien on substantially all of TNMP's property, subject to excepted encumbrances, reservations, contracts and other exceptions as are permitted by the Indenture, and rank equally in right of payment with all other securities theretofore or thereafter issued under the First Mortgage Indenture. Interest on the Bonds is payable semiannually on April 1 and October 1 of each year, commencing on October 1, 2025, at a fixed rate of 5.19% per annum. TNMP may,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 4.1 Twenty-Third Supplemental Indenture, dated as of February 14, 2025, between Texas-New Mexico Power Company and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of 2025A Bond (included in Exhibit 4.1). 10.1 Bond Purchase Agreement, dated February 14, 2025, between Texas-New Mexico Power Company and the purchasers named therein. 104 Cover page in Inline XBRL format SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. TXNM ENERGY, INC. TEXAS-NEW MEXICO POWER COMPANY (Registrants) Date: February 14, 2025 /s/ Gerald R. Bischoff Gerald R. Bischoff Vice President and Corporate Controller (Officer duly authorized to sign this report)

View Full Filing

View this 8-K filing on SEC EDGAR