| 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) | August 5, 2022 | |||||||
| (August 5, 2022) | ||||||||
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.
PNM Term Loan
On August 5, 2022, Public Service Company of New Mexico (“PNM”), a wholly-owned subsidiary of PNM Resources, Inc., entered into a $225.0 million delayed-draw term loan agreement (the “Term Loan”), among PNM, the lender parties thereto and Royal Bank of Canada (the “Administrative Agent”) as Administrative Agent. The Term Loan is effective as of August 5, 2022 and must be repaid on or before February 5, 2024 (the “Maturity Date”). PNM expects to use the proceeds of the Term Loan to repay PNM’s existing $75.0 million term loan with Bank of America, N.A., dated June 18, 2021 and for general corporate purposes.
PNM must pay interest on its borrowings 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 as of the last day of any fiscal quarter. 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 lenders may 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.
The above description of the Term Loan is not complete and is qualified in its entirety by reference to the Term Loan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The Administrative Agent performs 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 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 | |||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PNM RESOURCES, INC. | |||||
| (Registrant) | |||||
| Date: August 5, 2022 | /s/ Henry E. Monroy | ||||
| Henry E. Monroy | |||||
| Vice President and Corporate Controller | |||||
| (Officer duly authorized to sign this report) | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PUBLIC SERVICE COMPANY OF NEW MEXICO | |||||
| (Registrant) | |||||
| Date: August 5, 2022 | /s/ Henry E. Monroy | ||||
| Henry E. Monroy | |||||
| Vice President, Regulatory and Corporate Controller | |||||
| (Officer duly authorized to sign this report) | |||||