| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, D.C. 20549 | ||||||||
| FORM | 8-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) | April 17, 2020 | |||||||
| (April 15, 2020) | ||||||||
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
Public Service Company of New Mexico
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
Telephone Number - (505) 241-2700
Commission File No. - 001-06986
IRS Employer Identification No. - 85-0019030
_________________________________________________________________________________________________________
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 1.01 Entry into a Material Definitive Agreement.
On April 15, 2020, Public Service Company of New Mexico (“PNM”), a wholly-owned subsidiary of PNM Resources, Inc., entered into a $250.0 million term loan agreement (the “Term Loan”), among PNM, the lenders party thereto, and U.S. Bank National Association (“U.S. Bank”), as administrative agent. The Term Loan is effective as of April 15, 2020 and must be repaid on or before June 15, 2021. PNM used the proceeds of the Term Loan to prepay without penalty PNM’s existing $250.0 million term loan agreement with U.S. Bank, dated January 18, 2019.
PNM must pay interest on its borrowing under the Term Loan from time to time following funding and must repay all amounts on or before the maturity date.
The Term Loan includes customary covenants, including a covenant that requires the maintenance of a consolidated debt-to-consolidated capitalization ratio of less than or equal to 0.65 to 1.00. The Term Loan also includes customary events of default, a cross default provision and a change of control provision. If an event of default occurs, the administrative agent may, or upon the request and direction of the lenders holding a specified percentage of the loans shall, declare the obligations outstanding under the Term Loan to be due and payable. Such acceleration will occur automatically in the event of an insolvency or bankruptcy default. In addition, PNM has agreed to prepay up to $100 million of the Term Loan upon PNM’s incurrence of any Indebtedness (as defined in the Term Loan) pursuant to any debt capital markets transaction.
The above description of the Term Loan is not complete and is qualified in its entirety by reference to the entire Term Loan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
U.S. Bank and certain of the lenders perform normal banking (including as a lender under other facilities) and investment banking and advisory services from time to time for PNM and its affiliates, for which such party receives customary fees and expenses.
Item 1.02 Termination of a Material Definitive Agreement.
The information required by this item is included in Item 1.01 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this item is included in Item 1.01 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
10.1 Term Loan Agreement, entered into as of April 15, 2020, among Public Service Company of New Mexico, the lenders party thereto, and U.S. Bank National Association, as administrative agent
104 Cover page in Inline XBRL format
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| PNM RESOURCES, INC. | |||||
| PUBLIC SERVICE COMPANY OF NEW MEXICO | |||||
| (Registrants) | |||||
| Date: April 17, 2020 | /s/ Henry E. Monroy | ||||
| Henry E. Monroy | |||||
| Vice President and Corporate Controller | |||||
| (Officer duly authorized to sign this report) | |||||