Core Insights - TXNM Energy reported a significant decline in earnings for Q2 2025 compared to Q2 2024, with GAAP net earnings attributable to TXNM Energy at $21.6 million, down from $48.0 million, and ongoing net earnings at $24.5 million, down from $54.3 million [1][21] - The company issued $600 million in equity, including $400 million to affiliates of Blackstone Infrastructure Partners, and is undergoing debt refinancing related to the proposed acquisition by Blackstone [1][3] - TXNM Energy is not affirming its previously issued earnings guidance for 2025 due to the pending transaction with Blackstone Infrastructure [1] Financial Performance - Q2 2025 GAAP diluted EPS was $0.22, a decrease from $0.53 in Q2 2024, while ongoing diluted EPS was $0.25, down from $0.60 [1][21] - Year-to-date (YTD) 2025 results show GAAP net earnings of $30.5 million compared to $95.2 million in YTD 2024, and ongoing net earnings of $42.6 million compared to $91.3 million [1] - Electric operating revenues for Q2 2025 were $502.4 million, up from $488.1 million in Q2 2024 [21] Transaction and Regulatory Updates - TXNM Energy announced an agreement for Blackstone Infrastructure to acquire its outstanding common stock at $61.25 per share, reflecting a total enterprise value of $11.5 billion [3] - The transaction is subject to shareholder and regulatory approvals and is expected to close in the second half of 2026 [3] - TXNM's regulatory outcomes include the approval of a $176 million Distribution Cost Recovery Factor (DCRF) filing and a $105 million rate increase at PNM, with further rate recovery filings planned [4][5] Segment Reporting - In Q2 2025, PNM's GAAP diluted EPS was $0.25, down from $0.34 in Q2 2024, while TNMP's GAAP diluted EPS was $0.22, down from $0.33 [6] - Corporate and Other segment reported a loss of $0.25 per share in Q2 2025, compared to a loss of $0.14 in Q2 2024 [6] - The decline in earnings per share was attributed to the issuance of additional shares and costs related to the planned acquisition [6][7] Operational Insights - The company faced increased operating expenses, with total operating expenses for Q2 2025 at $429.7 million, compared to $382.4 million in Q2 2024 [21] - Key factors affecting PNM included higher retail load and increased costs from new capital investments, while TNMP's performance was impacted by lower weather-related usage [10]

Core Points - The New Mexico Public Regulation Commission (NMPRC) approved a stipulation for PNM's 2028 Resource Application, which includes the addition of 450 megawatts (MW) of new solar and battery storage capacity [1][2] - The approved resources aim to support customers and advance New Mexico's zero-carbon requirements under the Energy Transition Act [1] - The stipulation was supported by various parties, including the Utility Division Staff of NMPRC and several energy advocacy groups [2] Company Overview - TXNM Energy is an energy holding company based in Albuquerque, New Mexico, serving over 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM [3] - PNM is a wholly owned subsidiary of TXNM Energy [1] Project Details - The stipulation includes the extension of a Valencia Purchase Power Agreement (PPA) for 167 MW through 2039, with the current agreement expiring in 2028 [7] - It also involves the addition of 300 MW capacity through Energy Storage Agreements (ESAs) for two 150 MW battery stand-alone storage facilities [7] - A 150 MW solar and battery storage facility (100 MW solar, 50 MW battery storage) will be located in the Central Consolidated School District, with a capital investment of $252 million planned between 2026 and 2028 [7]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of TXNM Energy, Inc. to Blackstone for $61.25 per share in cash, focusing on the rights and interests of TXNM shareholders [1][2]. Group 1: Investigation Details - The investigation examines whether TXNM and its board violated federal securities laws and fiduciary duties by not securing the best possible consideration for shareholders [2]. - Concerns include whether Blackstone is underpaying for TXNM and if all material information necessary for shareholders to assess the merger was disclosed [2]. Group 2: Potential Actions - Halper Sadeh LLC may seek increased consideration for TXNM shareholders, additional disclosures, and other forms of relief related to the proposed transaction [3]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [3]. Group 3: Firm Background - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, having recovered millions for defrauded investors [4].

Core Points - TXNM Energy has appointed Henry Monroy as the new Senior Vice President and Chief Financial Officer, succeeding Lisa Eden who retired after 21 years with the company [1][2] - Monroy has been with TXNM Energy since 2003 and has held various leadership roles, including Vice President of PNM Regulatory and Corporate Controller [2] - TXNM Energy is an energy holding company based in Albuquerque, New Mexico, serving over 800,000 homes and businesses in Texas and New Mexico through its regulated utilities [4]

Group 1 - Monteverde & Associates PC has recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is investigating TXNM Energy regarding its proposed merger with Blackstone Infrastructure, which will acquire TXNM Energy for $61.25 per share in cash [1] - The firm operates from the Empire State Building in New York City and has a successful track record in trial and appellate courts, including the U.S. Supreme Court [2][3] Group 2 - The firm emphasizes that no company, director, or officer is above the law, and encourages shareholders with concerns to contact them for additional information [3] - Monteverde & Associates PC is a national class action securities firm that litigates and recovers money for shareholders [2][4]

TXNM Energy Conference Call Summary Company and Industry - **Company**: TXNM Energy - **Acquirer**: Blackstone Infrastructure - **Industry**: Energy and Infrastructure Key Points and Arguments 1. **Acquisition Announcement**: TXNM Energy announced its agreement to be acquired by Blackstone Infrastructure, emphasizing the need for scale in the business while maintaining operations of TXNM Energy, PNM, and TNMP intact [2][3][4] 2. **Financial Strength**: The acquisition is expected to enhance TXNM's financial strength, allowing for better service to customers and maintaining investment-grade credit metrics without the challenges of current capital markets [5][6] 3. **Shareholder Compensation**: Upon closing, shareholders will receive $61.25 per share in cash, representing a 23% premium over the unaffected stock price and a 15.8% premium over the last closing price, with a total enterprise value of $11.5 billion [6][14] 4. **Blackstone's Investment Approach**: Blackstone Infrastructure has a successful track record with $60 billion in infrastructure assets under management, focusing on long-term partnerships and community support [7][8] 5. **Commitment to Employees and Communities**: The acquisition agreement includes commitments to keep TXNM Energy, PNM, and TNMP locally operated, with no workforce reductions or changes in compensation and benefits for at least two years post-transaction [12][13] 6. **Regulatory Process**: The transaction is subject to state and federal regulatory approvals, with expected completion in the second half of 2026. TXNM plans to engage stakeholders in Texas and New Mexico before filing [16][22] 7. **Equity Financing**: Blackstone Infrastructure will provide $400 million of upfront investments through the purchase of newly issued shares, with an additional $400 million to be issued before closing, alleviating financing pressures during the regulatory process [14][38] 8. **Dividend Policy**: TXNM Energy plans to continue paying dividends during the transaction process, subject to board approval, with the potential for growth in line with current plans [15][30] Other Important Content 1. **Termination Fees**: The termination fee for TXNM Energy is set at $210 million, while Blackstone's fee is $350 million [31] 2. **Net Benefit States**: Both New Mexico and Texas are classified as net benefit states for the transaction, which may facilitate the approval process [34] 3. **Management Transition**: Henry Monroy has been appointed as the new Senior Vice President and Chief Financial Officer, succeeding Lisa Eaton [18] This summary encapsulates the critical aspects of the TXNM Energy conference call, highlighting the strategic implications of the acquisition and its anticipated benefits for stakeholders.

Transaction Overview - Blackstone Infrastructure 将以每股 61.25 美元的价格收购 TXNM Energy，总企业价值为 115 亿美元[10] - 该价格较未受影响的股价溢价 23%[10] - TXNM Energy 预计在交易完成前发行 8 亿美元的股权[10] Benefits and Commitments - TXNM Energy、PNM 和 TNMP 将保持本地管理和运营[10, 16, 17] - 总部将保留在新墨西哥州和德克萨斯州[10, 17] - 员工将被保留，工会合同将得到尊重[10, 16] - 现有管理团队将留任[10, 17] - 承诺保持 PNM 和 TNMP 的投资级信用评级[10] Financing Details - Blackstone Infrastructure 将通过购买 800 万股 TXNM 新发行的普通股投资 4 亿美元的股权[18] - 预计 TXNM Energy 在交易完成前额外发行 4 亿美元的股权[18] - 该交易以股权和现有债务承担提供资金，不会发行增量债务[18] Approval Process and Timeline - 预计在获得监管部门批准后，将于 2026 年下半年完成[19] - 预计在 60 天内发出委托书[21] - 需要股东批准[19, 21] - 需要获得多个监管机构的批准，包括 NMPRC、PUCT、FERC、司法部和核管理委员会[20, 21]

Core Viewpoint - TXNM Energy has entered into an agreement for Blackstone Infrastructure to acquire the company for $61.25 per share, resulting in a total enterprise value of $11.5 billion, including net debt and preferred stock [1][8]. Company Overview - TXNM Energy, through its subsidiaries PNM and TNMP, focuses on addressing critical electricity infrastructure needs and is committed to transitioning to clean energy in New Mexico [2][6]. - PNM is evolving its generation portfolio to meet clean energy goals, while TNMP has increased capital investments to support growth in Texas [2]. Transaction Details - The acquisition price of $61.25 per share represents a 23.0% premium over TXNM Energy's 30-day volume weighted average price as of March 5, 2025 [8]. - Blackstone Infrastructure will fund the acquisition entirely with equity and does not plan to increase TXNM Energy's leverage levels [4][10]. - Blackstone Infrastructure is also investing $400 million through a private placement of newly issued shares at $50 per share to support TXNM Energy's growth plans [9]. Strategic Goals - The transaction aims to provide long-term capital to support TXNM Energy's infrastructure development and economic growth during the transition to clean energy [6]. - TXNM Energy will remain locally managed and operated, retaining its workforce and honoring labor agreements [6][15]. Regulatory and Approval Process - The transaction is subject to approval from TXNM Energy's shareholders and various regulatory bodies, including the New Mexico Public Regulation Commission and the Public Utility Commission of Texas [11]. - The deal is expected to close in the second half of 2026, pending necessary approvals [11]. Leadership Changes - Following the transaction, Pat Collawn will step down as Executive Chair, with Don Tarry taking over as President and CEO [12]. Advisors - Wells Fargo and Citi are serving as financial advisors to TXNM Energy, while RBC Capital Markets and J.P. Morgan are advising Blackstone Infrastructure [13].

Core Points - TXNM Energy's subsidiaries, PNM and TNMP, received regulatory approvals for rate recovery filings on May 15, 2025 [1][4]. Group 1: PNM Rate Approval - PNM obtained approval from the New Mexico Public Regulation Commission for its 2025 Rate Request application, with customer rates phased in: 50% increase effective July 1, 2025, and the remaining increase effective April 1, 2026 [2]. - The approved revenue increase for PNM is $105.0 million, based on a 9.45% return on equity and a 51% equity capitalization structure on a $3.0 billion rate base [3]. Group 2: TNMP Rate Approval - TNMP received approval from the Public Utility Commission of Texas for its Distribution Cost Recovery Factor application [4]. - The approved annual rate increase for TNMP is $25.0 million, recovering $176.6 million of incremental distribution rate base at an authorized return on equity of 9.65% with a capital structure of 55% debt and 45% equity [5].

Core Viewpoint - TXNM Energy is undergoing a leadership transition with Pat Collawn moving to Executive Chair and Don Tarry appointed as the new President and CEO, effective July 1, 2025 [1][2]. Leadership Transition - Pat Collawn has been with TXNM Energy since June 2007, serving in various roles including President and CEO since March 2010, and will continue to lead as Executive Chair [2][5]. - Don Tarry, who has been with the company since 1996 and held multiple leadership positions, will take over as CEO and President [5][6]. Strategic Focus - Under Pat's leadership, TXNM Energy has focused on its regulated utilities and aims for 100% carbon-free generation by 2040, achieving 72% carbon-free generation capacity by 2024 [3][5]. - The company is committed to meeting the evolving needs of its customers and communities while pursuing cost-effective solutions [5][6]. Community Involvement - Both Pat Collawn and Don Tarry are actively involved in community initiatives, with Pat serving in various leadership roles and Don as Chair of the Albuquerque Regional Economic Alliance [4][6]. Company Overview - TXNM Energy, based in Albuquerque, New Mexico, provides energy to over 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM [7].