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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)June 3, 2024
(June 3, 2024)

Name of Registrant, State of Incorporation, Address Of Principal Executive Offices, Telephone Number, Commission File No., IRS Employer Identification No.

PNM Resources, Inc.
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
Telephone Number - (505) 241-2700
Commission File No. - 001-32462
IRS Employer Identification No. - 85-0468296



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Trading Symbol(s)
Name of exchange on which registered
PNM Resources, Inc.
Common Stock, no par value
PNM
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01    Other Events.

On June 3, 2024, PNM Resources, Inc. (the “Company”) issued a press release announcing a proposed offering of $500,000,000 aggregate principal amount of its junior subordinated convertible notes due 2054 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, the Company expects to grant the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $50,000,000 aggregate principal amount of the Notes, solely for the purpose of covering over-allotments, if any.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription
99.1
104Cover 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 3, 2024/s/ Gerald R. Bischoff
Gerald R. Bischoff
Vice President and Corporate Controller
(Officer duly authorized to sign this report)






Exhibit 99.1
image_0.jpg
For Immediate Release
June 3, 2024


PNM Resources Announces Offering of Junior Subordinated Convertible Notes due 2054


(ALBUQUERQUE, N.M.), June 3, 2024 – 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.    


(END)
    

v3.24.1.1.u2
Cover Page
Jun. 03, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jun. 03, 2024
Entity File Number 001-32462
Entity Registrant Name PNM Resources, Inc.
Entity Tax Identification Number 85-0468296
Entity Incorporation, State or Country Code NM
Entity Address, Address Line One 414 Silver Ave. SW
Entity Address, City or Town Albuquerque
Entity Address, State or Province NM
Entity Address, Postal Zip Code 87102-3289
City Area Code 505
Local Phone Number 241-2700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value
Trading Symbol PNM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001108426
Amendment Flag false
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