ALBUQUERQUE, N.M., June 3, 2024
/PRNewswire/ -- PNM Resources (NYSE: PNM) today announced that it
intends to offer, subject to market and other conditions,
$500,000,000 in aggregate principal
amount of its junior subordinated convertible notes due 2054 (the
"convertible notes") in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). In addition, PNM
Resources expects to grant the initial purchasers of the
convertible notes an option to purchase, within a 13-day period
beginning on, and including, the date the convertible notes are
first issued, up to an additional $50,000,000 in aggregate principal amount of the
convertible notes, solely for the purpose of covering
over-allotments, if any.
Final terms of the convertible notes, including the initial
conversion rate, interest rate and certain other terms of the
convertible notes, will be determined at the time of pricing. The
convertible notes will be unsecured obligations of PNM Resources
and will rank junior and subordinate in right of payment to the
prior payment in full of PNM Resources' existing and future senior
indebtedness. Interest on the convertible notes will be paid
semiannually, subject to PNM Resources' 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.
So long as no event of default with respect to the convertible
notes has occurred and is continuing, PNM Resources may, at its
option, defer interest payments on the convertible notes on one or
more occasions for up to 20 consecutive semi-annual interest
payment periods. During any deferral period, interest on the
convertible notes will continue to accrue at the then-applicable
interest rate on the convertible notes. In addition, during any
deferral period, interest on deferred interest will accrue at the
then-applicable interest rate on the notes, compounded
semi-annually, to the extent permitted by applicable law.
PNM Resources may not redeem the convertible notes prior to
June 6, 2029 except upon the
occurrence of certain tax events, rating agency events or treasury
stock events (each, a "special event"). PNM Resources may redeem
for cash all, but not less than all, of the convertibles notes upon
the occurrence of a special event, at a redemption price equal to
100% of the principal amount of the convertible notes to be
redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date. In addition, PNM Resources may redeem for cash all
or part (subject to certain limitations on partial redemptions) of
the convertible notes, at its option, on or after June 6, 2029, at a redemption price equal to 100%
of the principal amount of the convertible notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption
date, if the last reported sale price of PNM Resources' common
stock has been at least 130% of the conversion price of the
convertible notes then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending on,
and including, the trading day immediately preceding the date on
which PNM Resources provides notice of redemption. In each case,
PNM Resources will not, and will not be permitted to, issue a
notice of redemption, or specify a redemption date, during any
interest deferral period.
Prior to December 1, 2053, holders
will have the right to convert their convertible notes only upon
the occurrence of certain events and during certain periods. On or
after December 1, 2053, holders will
have the right to convert their convertible notes at any time until
the close of business on the second business day immediately
preceding the maturity date of the convertible notes. Upon
conversion of the convertible notes, PNM Resources will (1) (a)
deliver an equal aggregate principal amount of a newly issued
series of its non-convertible junior subordinated notes with the
same terms as the convertible notes (other than the conversion
features) or (b) in certain circumstances as set forth in the
indenture that will govern the convertible notes, pay cash, in
either case, up to the aggregate principal amount of the
convertible notes being converted, and (2) deliver shares of PNM
Resources' common stock in respect of the remainder, if any, of PNM
Resources' conversion obligation in excess of the aggregate
principal amount of the convertible notes being converted.
If PNM Resources undergoes a fundamental change (as defined in
the indenture that will govern the convertible notes), subject to
certain conditions and exceptions, holders of the convertible notes
may require PNM Resources to repurchase for cash all or any portion
of their notes at a fundamental change repurchase price equal to
100% of the principal amount of the notes to be repurchased, plus
accrued and unpaid interest (including any accrued but unpaid
deferred interest) to, but excluding, the repurchase date.
PNM Resources intends to use the net proceeds from this offering
to repay a portion of its outstanding term loans.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. The offer and sale of the
convertible notes, the non-convertible junior subordinated notes
issuable upon conversion of the convertible notes, if any, and
shares of 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.
Background:
PNM Resources (NYSE: PNM) is an energy holding company based in
Albuquerque, N.M. Through its
regulated utilities, PNM and TNMP, PNM Resources provides
electricity to more than 800,000 homes and businesses in
New Mexico and Texas. For more information, visit the
company's website at www.PNMResources.com.
Contacts:
Analysts
|
Media
|
Lisa Goodman
|
Corporate
Communications
|
(505)
241-2160
|
(505)
241-2783
|
Safe Harbor under the Private Securities Litigation Reform
Act of 1995
Certain statements contained in this press release are
"forward-looking statements" under federal securities laws. These
statements are based upon management's current expectations and are
subject to risks and uncertainties that could cause actual results
to differ materially from those contemplated in the forward-looking
statements. Readers are cautioned not to place undue reliance on
these statements. Forward-looking statements include, among other
things, statements concerning the anticipated terms of the
convertible notes being offered, the completion, timing and size of
the offering and the intended use of proceeds.
Factors that could cause actual results to differ materially
from those contemplated in any forward-looking statements include,
but are not limited to: market conditions, including market
interest rates; the trading price and volatility of PNM Resources'
common stock; and risks relating to PNM Resources' business,
including those described under the headings "Disclosure Regarding
Forward Looking Statements" and "Risk Factors" in the company's
Annual Report on Form 10-K for the year ended December 31, 2023, and in subsequent reports
filed with the Securities and Exchange Commission. For a discussion
of risk factors and other important factors affecting
forward-looking statements, please see the company's Form 10-K,
Form 10-Q filings and the information included in the company's
Forms 8-K with the Securities and Exchange Commission, which
factors are specifically incorporated by reference herein. There
can be no assurance that the planned offering of convertible notes
will be completed on the anticipated terms, or at all. Except as
may be required by law, PNM Resources expressly disclaims any
obligation to update any forward-looking information.
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SOURCE PNM Resources, Inc.