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ENERGY

TXNM CEO says it ‘would have been beneficial’ to seek PRC approval for stock sale to Blackstone

Regulators are weighing whether the move violated state law

Vance Sterling, with Singing Resistance ABQ, leads a group of protesters in a song outside the TXNM offices on Thursday. Blackstone Inc. is looking to acquire TXNM Energy Inc., though a recent stock sale has hampered the timeline on that effort.
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TXNM Energy Inc. President and CEO Don Tarry on Thursday testified in a state Public Regulation Commission hearing that, in hindsight, it would have been beneficial for the companies to seek PRC approval of a $400 million stock sale to private equity firm Blackstone Inc. 

“I think that looking at it today, it would have been beneficial,” he said of the May 2025 sale of 8 million TXNM shares to Blackstone. “We would have requested (PRC approval) in an expedited process. But it would have been beneficial … to be able to do that to both eliminate the delay and the amount of work that would have been done.”

In August, TXNM and Blackstone asked the PRC to allow Blackstone to acquire TXNM for $11.5 billion. The proposal has sparked a public debate about how the private equity giant would steward PNM’s electric grid, which provides power to nearly half a million New Mexicans. 

But the stock sale has put a kink in the two companies’ proposed deal. In February, Prosperity Works, an Albuquerque nonprofit, raised questions about the transaction, arguing that it violated a state law prohibiting utility company mergers without prior commission approval. The stock sale was consummated before the companies asked the PRC to approve the sale in August. It gave Blackstone a 7.59% stake in TXNM. 

TXNM, which owns Public Service Company of New Mexico, the state’s largest utility, and Blackstone have insisted the stock transaction was separate from the proposed sale. Prosperity Works, New Energy Economy, the Center for Biological Diversity and New Mexico Attorney General Raúl Torrez have said the record shows the stock sale and proposed sale were connected.

On Thursday, parties cross-examined one another in a hearing that stretched throughout the day. Gideon Elliot, an attorney for the PRC, asked Tarry, “Do you understand how this issue goes to the question of the public’s confidence in TXNM and the potential acquirer in this proceeding?”

“I would say that my expectation is that we are always open and transparent,” Tarry said. “We work with the parties we have.”

Tarry said that the stock transaction was made “to pay down TXNM debt and provide equity contributions which would be to PNM and TNMP and to fund loans.” The company was in need of $900 million in capital to meet the needs of customers, Tarry added.

Tarry was asked about what would occur if the PRC required the companies to void the transaction. Tarry said it would create an $800 million swing in its capital structure, since it would have to pay back $400 million to Blackstone using $400 million in debt. 

Asked why TXNM would not just be “right back where it started from” before the transaction, Tarry replied that the company has already spent the capital proceeds from the stock sale.

“So you’ve spent the dollars in paying down the debt as well as making equity infusions to both TNMP and PNM,” Tarry said. 

 Tarry said he did not know how much of the money from the sale was used to pay down debt.

Tarry insisted that TXNM and Blackstone were not trying to hide the stock transaction from state regulators. But he did acknowledge that if the companies had disclosed the transaction to the PRC, investors would have been alerted to it. 

“That would potentially be a concern,” Tarry said. “Any type of information that goes out and anytime you’re in a transaction, you have to keep it very tight on who you communicate it to.”

Hope Wimer, from Albuquerque, draws a message on the sidewalk during a protest against the proposed takeover of TXNM by Blackstone in Albuquerque.


‘Shut this down’

While the hearing occurred, dozens of demonstrators convened at the TXNM headquarters in Downtown Albuquerque to protest the proposed sale.

The protesters argue a private equity firm based in New York City should not be making decisions about, or profiting from, New Mexico’s vital infrastructure. TXNM and Blackstone say the proposed sale would allow the utility to more easily raise capital to meet infrastructure needs and state mandates to transition to renewable energy. 

State Sen. Harold Pope, an Albuquerque Democrat who is running for lieutenant governor, told the crowd the fact that the companies went through with the $400 million stock transaction is “very suspect and that tells me something’s going on, and it’s already rigged — that it’s a done deal.”

He called for the government to take a 51% stake in TXNM as opposed to Blackstone. But, he said, the main priority is to “shut this down.”

“We need everybody’s voice in on this,” Pope said. “This could really change the trajectory of the state and how we take care of our people.”

Protesters chanted: “Illegal deals, illegal shares, stop the thieving billionaires!” Members of Youth ϼ for Climate Crisis Action, or YUCCA, appeared at the protest. 

“The people making these decisions in Manhattan skyscrapers at Blackstone are not from here,” said Jonathan Juarez of YUCCA. “They will not live with the consequences of these decisions. But we will.”

“We’re here to say that we see through it,” Juarez said. “We know how this plays out. And we are not going to hand our power system over to billionaires who see New Mexico as their next cash-cow opportunity. This is our home. This is our future. And they are not for sale. Reject this deal.”

Gabriella Gonzales, who helped organize the protest, said she wanted more people to be “aware of what’s going on and that (TXNM and Blackstone) already broke our law — our state law.”

“And not a lot of people know about it,” she said. 

Patrick Rodriguez, a PRC spokesperson, said the agency’s hearing examiners will issue a recommended decision on the stock sale. Afterward, the PRC’s three commissioners will review the full record and decide whether the stock sale was illegal. 

The commission paused hearings on the question of whether Blackstone can acquire TXNM. Rodriguez said the commission will issue a new schedule for the main acquisition proceeding by May 8. 

Justin Horwath covers tech and energy for the Journal. He can be reached at jhorwath@abqjournal.com