• Provides long-term infrastructure investment to support the continued build-out of PNM and TNMP in a rapidly changing energy environment, facilitating economic development during New Mexico’s transition to clean energy and continued growth in Texas
• TXNM Energy, PNM and TNMP to remain locally managed and operated with headquarters in New Mexico and Texas, retain employees and honor all union labor agreements
• Customer rates will continue to be set by state regulators
• Customers to receive a detailed package of benefits that will be developed after thorough and transparent engagement with stakeholders in New Mexico and Texas
• Blackstone Infrastructure provides long-term, patient capital and a commitment to strong investment grade credit metrics, aligned with TXNM Energy’s long-term financing strategy
• Shareholders to receive $61.25 per share in cash upon closing

TXNM Energy have 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, is focused on meeting the critical electricity infrastructure needs of its customers. 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 in a cost-effective manner for customers. TNMP has consistently increased its annual capital investments to meet sustained nation-leading growth levels in its Texas service territory. This transaction provides significant long-term capital to support these goals.

“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,” said Pat Collawn, Chair and CEO of TXNM Energy. “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.”

Blackstone Infrastructure, with its $60 billion of assets under management, is focused on investing behind North American infrastructure platforms and leveraging its scale and expertise to support the growth of its portfolio companies. Blackstone Infrastructure has perpetual capital with no obligation to sell its investments, and is focused on long-term, multi-decade partnerships with the companies and communities in which it invests. In 2023 and 2024 alone, Blackstone Infrastructure committed over $5 billion of equity to its portfolio companies. It is an experienced North American utility investor and recognizes the value of long-term investments in critical infrastructure that help communities thrive.

“We are excited to partner with Pat, Don and their fantastic team to accelerate growth at TXNM, and across New Mexico and Texas.” said Sean Klimczak, Global Head of Blackstone Infrastructure. “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.”

Blackstone Infrastructure is funding the purchase price entirely with equity and does not anticipate increasing TXNM Energy leverage levels to fund the purchase of the company.

Valuing Customers, Employees and Communities

Blackstone Infrastructure intends to support TXNM Energy’s long-standing commitments to its customers, employees and communities, including:

• Keeping Customers First: PNM and TNMP will continue to prioritize cost-effective solutions to provide safe, reliable power to meet customer needs across New Mexico and Texas. 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). Detailed commitments, after meaningful engagement with stakeholders, will be included in state regulatory filings in the fall of 2025.
• Retaining Teams: TXNM Energy, PNM and TNMP will remain locally managed and operated with commitments to retain our local workforce and honor our labor contracts with the International Brotherhood of Electrical Workers.
• Maintaining Local Presence and Leadership: TXNM Energy, PNM and TNMP will remain independently operated with headquarters in New Mexico and Texas. The current management team will continue to lead the companies and remain the primary points of contact for customers, regulators and other stakeholders.
• Sustaining Communities: TXNM Energy, PNM and TNMP will continue to make economic and charitable contributions across New Mexico and Texas, including to tribal and pueblo communities, and will support employees who volunteer and lead non-profit organizations helping our communities thrive.

Terms, Approvals and Timing

The purchase price of $61.25 per share represents a 23.0% 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 is also investing $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 transaction.

The transaction is funded through equity and assumption of existing debt, and no incremental debt will be issued as a result of the transaction.

Dividends payable to TXNM Energy shareholders are expected to continue through the closing of the transaction, subject to approval by the TXNM Energy Board of Directors.

The transaction 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. 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 Changes

Pat Collawn will step 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 LLP is serving as legal advisor to TXNM Energy. RBC Capital Markets, LLC is serving as lead financial advisor and J.P. Morgan is also serving as a financial advisor to Blackstone Infrastructure. Kirkland & Ellis LLP is serving as legal advisor to Blackstone Infrastructure.

KeyFacts Energy: Acquisitions & Mergers news