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PNM Resources Announces Public Offering of Common Stock with a Forward Component

ALBUQUERQUE, N.M., Jan. 7, 2020 /PRNewswire/ -- PNM Resources (NYSE: PNM) announced today the commencement of an underwritten public offering of 4,900,000 shares of its common stock.  Subject to certain conditions, all shares are expected to be borrowed by the forward purchasers (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with the forward sale agreements described below. Citigroup, BofA Securities, Wells Fargo Securities, LLC and Evercore Group L.L.C. are acting as the joint book-running managers for this offering and Citigroup and BofA Securities are acting as representatives of the underwriters of the offering. The underwriters may offer shares of PNM Resources' common stock in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices, at prices related to market prices or at negotiated prices. 

PNM Resources (PRNewsFoto/PNM Resources, Inc.) (PRNewsfoto/PNM Resources, Inc.)

In connection with the offering, PNM Resources expects to enter into separate forward sale agreements with affiliates of each of Citigroup Global Markets Inc. and BofA Securities (in such capacities, the forward purchasers) under which PNM Resources will agree to issue and sell to the forward purchasers an aggregate of 4,900,000 shares of its common stock at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares in the offering, subject to certain adjustments, upon physical settlement of the forward sale agreements. In addition, the underwriters of the offering expect to be granted a 30-day option to purchase up to an additional 735,000 shares of PNM Resources' common stock upon the same terms. If the underwriters exercise their option, PNM Resources may elect to enter into additional forward sale agreements with the forward purchasers with respect to the additional shares or to issue and sell such shares directly to the underwriters.

Settlement of the forward sale agreements is expected to occur no later than 12 months following the completion of the offering. PNM Resources may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under any of the forward sale agreements.  PNM Resources will not initially receive any proceeds from the sale of its shares by the forward purchasers to the underwriters.

If PNM Resources elects physical settlement of the forward sale agreement, it expects to use the net proceeds for general corporate purposes, which may include repayment of borrowings under its unsecured revolving credit facility or other debt. 

The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission, or SEC.  A preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov. In addition, copies of the prospectus and preliminary prospectus supplement relating to the shares of common stock offered in the offering may be obtained by contacting:

Citigroup

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Telephone: 1-800-831-9146


BofA Securities

Attn: Prospectus Department

NC1-004-03-43

200 North College Street, 3rd floor

Charlotte, NC 28255-0001

Email: dg.prospectus_requests@baml.com




Wells Fargo Securities, LLC

Attention: Equity Syndicate Department

375 Park Avenue

New York, NY 10152

Telephone: (800) 326 5897

Email: cmclientsupport@wellsfargo.com


Evercore Group L.L.C.

Attention: Equity Capital Markets

55 East 52nd Street, 36th Floor

New York, NY 10055

Telephone: 888-474-0200

Email: ecm.prospectus@evercore.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The offering of these securities will be made only by means of a prospectus and a related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 

Background:

PNM Resources (NYSE: PNM) is an energy holding company based in Albuquerque, N.M., with 2018 consolidated operating revenues of $1.4 billion. Through its regulated utilities, Public Service Company and Texas-New Mexico Power, PNM Resources has approximately 2,701 megawatts of generation capacity and provides electricity to more than 785,000 homes and businesses in New Mexico and Texas. For more information, visit the company's website at www.PNMResources.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

This press release contains forward-looking statements regarding, among other things, PNM Resources' expectations regarding its planned offer and sale of common stock and the use of any net proceeds from any such sale.  PNMR Resources cannot be sure that it will complete the offering or, if it does, on what terms it will complete it. Forward-looking statements are based on current beliefs and expectations and are subject to inherent risks and uncertainties, including those discussed under the caption "Special Note Regarding Forward-Looking Statements" in the prospectus supplement.  In addition, PNM Resources' management retains broad discretion with respect to the allocation of net proceeds of the planned offering.  The forward-looking statements speak only as the date of release, and PNM Resources is under no obligation to, and expressly disclaims any such obligation to update or alter its forward-looking statements, whether as the result of new information, future events or otherwise, except as may be required by law.  PNMR's business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond their control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see PNMR's Form 10-K and Form 10-Q filings with the Securities and Exchange Commission, which factors are specifically incorporated by reference herein. 

Contacts:


Analysts

Media


Lisa Goodman, (505) 241-2160

Ray Sandoval, (505) 241-2782

 

Cision

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SOURCE PNM Resources, Inc.