TXNM Energy announced an agreement under which Blackstone Infrastructure will acquire TXNM Energy for $61.25 per share in cash upon closing, reflecting a total enterprise value of $11.5 billion, including net debt (excluding securitization debt) and preferred stock.
TXNM Energy (through its subsidiaries PNM and TNMP) focuses on meeting its customers’ critical electricity infrastructure needs. PNM is supporting the evolution of its generation portfolio to meet New Mexico’s clean energy goals and is identifying opportunities to achieve the energy transition cost-effectively for customers.
TNMP increased its annual capital investments to meet sustained nation-leading growth levels in its Texas service territory. This deal provides significant long-term capital to support these goals.
Blackstone Infrastructure – with its $60 billion of AUM – is focused on investing in North American infrastructure platforms and leveraging its scale and expertise to support the growth of its portfolio companies. And Blackstone Infrastructure has perpetual capital with no obligation to sell its investments. It is focused on long-term, multi-decade partnerships with the companies and communities it invests in. In 2023 and 2024, Blackstone Infrastructure committed over $5 billion of equity to its portfolio companies.
Blackstone Infrastructure is funding the purchase price with equity and does not anticipate increasing TXNM Energy’s leverage levels to fund the purchase of the company.
Blackstone Infrastructure plans to support TXNM Energy’s long-standing commitments to its customers, employees, and communities, including:
1.) PNM and TNMP will continue to prioritize cost-effective solutions to provide safe, reliable power to meet customer needs across New Mexico and Texas. And PNM and TNMP will continue to be regulated by the state and federal commissions, including the New Mexico Public Regulation Commission (NMPRC) and Public Utility Commission of Texas (PUCT).
2.) TXNM Energy, PNM, and TNMP will remain locally managed and operated, with commitments to retain the local workforce and honor labor contracts with the International Brotherhood of Electrical Workers.
3.) TXNM Energy, PNM, and TNMP will remain independently operated with headquarters in New Mexico and Texas. And the current management team will continue to lead the companies and remain the primary points of contact for customers, regulators and other stakeholders.
4.) TXNM Energy, PNM, and TNMP will continue to make economic and charitable contributions across New Mexico and Texas, such as tribal and pueblo communities, and will support employees who volunteer and lead non-profit organizations, helping communities thrive.
Deal terms: The purchase price of $61.25 per share represents a 23% premium to TXNM Energy’s unaffected 30-day volume-weighted average price (VWAP) as of March 5, 2025, the day prior to an article reporting a developing acquisition for TXNM Energy.
Blackstone Infrastructure also invests $400 million through the purchase of 8 million newly issued shares of TXNM Energy common stock at $50 per share, by way of a private placement agreement, to support TXNM Energy’s industry-leading growth plans. This issuance is expected to be completed in June 2025.
To support the funding of TXNM’s industry-leading growth rates, TXNM Energy expects to issue an additional $400 million of equity prior to closing of the deal.
The deal is funded through equity and assumption of existing debt, and no incremental debt will be issued as a result of the transaction.
The deal was unanimously approved by TXNM Energy’s Board of Directors and is estimated to close in the second half of 2026, subject to TXNM Energy shareholder approval, regulatory approvals and other customary closing conditions. And regulatory approvals are required from the NMPRC, PUCT, Federal Energy Regulatory Commission, Department of Justice (Hart Scott-Rodino Clearance), Nuclear Regulatory Commission and Federal Communications Commission.
Leadership: Pat Collawn will be stepping down as Executive Chair upon closing of the transaction. Don Tarry will oversee the continuing operations of TXNM Energy as President and CEO.
Advisors: Wells Fargo is serving as lead financial advisor, Citi is also serving as a financial advisor, and Troutman Pepper Locke is serving as legal advisor to TXNM Energy. RBC Capital Markets is serving as lead financial advisor and J.P. Morgan is also serving as a financial advisor to Blackstone Infrastructure. Kirkland & Ellis is serving as legal advisor to Blackstone Infrastructure.
KEY QUOTES:
“Our successes at TXNM Energy have stemmed from a deliberate approach to investing in PNM and TNMP in a manner aligned with the priorities of our customers and communities. We’ve integrated new resources to supply over two-thirds of PNM electricity needs with carbon-free energy and supported double-digit demand growth at TNMP. We are excited to form this long-term partnership with Blackstone Infrastructure to build upon these successes. We will continue to collaborate with customers, communities, legislators and regulators to achieve our shared goals for a reliable, resilient grid to support economic prosperity and clean energy.”
Pat Collawn, Chair and CEO of TXNM Energy
“We are excited to partner with Pat, Don and their fantastic team to accelerate growth at TXNM, and across New Mexico and Texas. We are long-term investors who back industry-leading companies using our perpetual capital to support economic development. We are focused on being great long-term partners to the communities in which we invest, and we look forward to having the opportunity to engage in meaningful dialogue about how we can create win-win, growth-oriented investments across both states.”
Sean Klimczak, Global Head of Blackstone Infrastructure
