Exhibit 99.1
PNM Resources Announces Public Offering
of Common Stock with a Forward Component
ALBUQUERQUE, N.M.,January 7, 2020 –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 theover-the-counter market, through negotiated transactions or otherwise at market prices, at prices related to market prices or at negotiated prices.
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 a30-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:
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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 |
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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. |
