ENERGY
TXNM, Blackstone extend $11.5 billion sale deadline after regulatory setback
Companies push closing date to May 2027 as they work to unwind an unauthorized stock sale
TXNM Energy Inc. and the private equity firm looking to buy it said Friday that they extended the terms of their merger agreement, a sign of confidence in the proposed $11.5 billion deal just two weeks after it faced a major regulatory setback.
That rebuke came in the form of a 2-1 vote by the state Public Regulation Commission earlier this month, when regulators ordered TXNM and Blackstone Inc. to unwind a $400 million sale of TXNM stock to Blackstone affiliates. Commissioners ruled that the transaction 鈥 which gave Blackstone a 7.59% stake in the energy holding company 鈥 was illegal because it lacked PRC approval.
The PRC order, which included $300,000 in fines against the companies, had opponents of the merger wondering if the deal was dead. But the companies, in a joint announcement, said they agreed to extend the deal鈥檚 terms through May.
鈥淲e remain committed to our proposed partnership with Blackstone Infrastructure because it is critical to TXNM Energy鈥檚 long-term ability to provide clean, affordable and reliable power to the customers we serve,鈥 TXNM President and CEO Don Tarry said in a statement. 鈥淲e appreciate the NMPRC鈥檚 careful review of this case and look forward to further demonstrating why this partnership will strengthen the grid, support long-term investment, and deliver meaningful benefits for customers and communities across New Mexico and Texas.鈥
TXNM is the parent company of PNM, the largest utility in the state, serving over half a million New Mexicans. The company also owns the utility Texas-New Mexico Power Co., which serves customers in Texas markets.
Blackstone and TXNM announced in May 2025 the private equity firm鈥檚 intent to take over the energy holding company before formally filing the proposed sale with state regulators that August. At the time, TXNM said it needed access to capital to deliver grid changes mandated by Gov. Michelle Lujan Grisham鈥檚 Energy Transition Act.
Friday鈥檚 announcement also said TXNM entered into a $400 million loan to unwind the 2025 stock sale that commissioners voided, citing a state law requiring PRC approval for utility mergers.
The stock sale occurred in the months before the companies filed the proposed acquisition. TXNM said it would issue common stock to repay the $400 million.
As part of the deal to void the stock sale, the commission ordered TXNM to hold its ratepayers harmless. Asked how it would do so, TXNM spokesperson Lisa Goodman replied that the debt will be on the parent company鈥檚 books.
鈥淭his term loan is at TXNM Energy and will not flow down to PNM,鈥 Goodman said.
The companies said they plan to file a compliance report with the PRC before the end of the month. With the extension of the merger agreement, the companies said they estimate the sale to close in the first half of 2027, pending the 鈥渞e-establishment of a procedural schedule.鈥
鈥淏lackstone Infrastructure鈥檚 extension of our merger agreement is a sign of our commitment to continue to work collaboratively with stakeholders as we demonstrate the significant benefits of the proposed merger,鈥 said Sean Klimczak, the global head of Blackstone Infrastructure. 鈥淲e remain focused on supporting TXNM Energy鈥檚 future growth plans as well as New Mexico鈥檚 ambitious clean and affordable energy goals.鈥
The proposed sale has already won sign-offs from several other regulatory agencies, including the Public Utility Commission of Texas, the Federal Energy Regulatory Commission and the Federal Communications Commission.
The deal still needs approvals from the Nuclear Regulatory Commission and New Mexico鈥檚 PRC to clear regulatory scrutiny.
The announcement of the extended merger agreement came half an hour after the markets closed Friday. TXNM shares, which trade on the New York Stock Exchange, fell 16 cents on the day to $57.41.
Justin Horwath covers tech and energy for the Journal. You can reach him at jhorwath@abqjournal.com.