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 events reported) July 26, 2004
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(July 25, 2004)
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Commission Name of Registrants, State of Incorporation, I.R.S. Employer
File Number Address and Telephone Number Identification No.
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333-32170 PNM Resources, Inc. 85-0468296
(A New Mexico Corporation)
Alvarado Square
Albuquerque, New Mexico 87158
(505) 241-2700
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(Former name, former address and former fiscal year,
if changed since last report)
Item 5. Other Events
The following is a press release issued by the Company on July 25, 2004.
PNM RESOURCES TO PURCHASE tnp enterprises FOR $189 MILLION,
PLUS DEBT AND PREFERRED STOCK
Accretive To PNM Resources' Earnings Per Share And Cash Flow In First Full Year
Company Believes Credit Ratings To Be Maintained
ALBUQUERQUE, N.M, July 25, 2004 - PNM Resources (NYSE:PNM) and TNP Enterprises,
Inc. ("TNP Enterprises") announced today a definitive agreement under which PNM
Resources will acquire all the outstanding common shares of TNP Enterprises for
approximately $189 million comprised of equal amounts of PNM Resources common
stock and cash. PNM Resources will also assume approximately $835 million of TNP
Enterprises' net debt and senior redeemable cumulative preferred stock
("preferred securities"). PNM Resources' board of directors unanimously approved
the agreement. The equity investors in TNP Enterprises, led by its largest
holder, CIBC WG Argosy Merchant Fund 2, L.L.C. and its affiliates, also approved
the acquisition.
PNM Resources, the parent company of Public Service Company of New Mexico
("PNM"), expects the transaction to generate at least 10 percent annual
accretion to its earnings per share in the first full year after closing and 20
percent accretion to free cash flow.
TNP Enterprises is a privately owned holding company for Texas-New Mexico Power
Company ("TNMP") and First Choice Power ("First Choice"). TNMP provides electric
service to 85 cities and more than 252,000 customers in Texas and New Mexico.
Its affiliate, First Choice, is a retail electric provider with more than
230,000 customers in Texas.
This acquisition strengthens PNM Resources' position as a leading energy
provider in the southwestern United States. With TNP Enterprises, PNM Resources
will serve nearly 716,000 electric customers and 459,000 gas customers. The
combined company will have revenues of over $2.3 billion and serve a number of
growing communities, including Albuquerque, Santa Fe, and Alamogordo in New
Mexico, as well as suburban areas around Dallas-Fort Worth, Houston, and
Galveston in Texas. Through First Choice, the company will also serve customers
in communities throughout the Electric Reliability Council of Texas (ERCOT)
region. PNM Resources is an industry leader in reliability and customer service,
and a leading supplier of renewable energy in its region. The company is
dedicated to delivering competitively priced energy throughout its high-growth
markets.
"With TNP Enterprises, PNM Resources will be a better company, not just bigger,"
said Jeff Sterba, chairman, president and chief executive officer of PNM
Resources. "TNP Enterprises is a solid fit with PNM Resources, and this
transaction is consistent with our strategy to balance stable and predictable
regulated revenue streams with opportunities for growth. Like our own regulated
business, TNMP, which accounts for almost three-quarters of TNP Enterprises'
earnings, has some of the highest reliability ratings in the industry and solid
customer satisfaction ratings. Through PNM Resources' emphasis on process
improvements and by combining best practices, we expect to improve the
performance of TNMP and enhance the quality of customer service across both TNP
Enterprises and PNM. TNP Enterprises' unregulated retail business, First Choice,
will complement our successful western wholesale operations through growth
opportunities into the ERCOT market."
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"By capitalizing on PNM Resources' strengths, including our solid balance sheet
and positive credit profile, we expect to achieve strong returns for our
shareholders as a result of this acquisition," added Mr. Sterba. "Our expanded
geographic footprint in growing areas of the Southwest will also afford us with
a number of operating efficiencies and a broader service territory, thereby
providing diversity in markets, weather, and customer usage patterns. Given our
complementary businesses, we believe that TNP Enterprises is the right choice
for PNM Resources and expect to realize the upside of our combination quickly
and seamlessly."
Mr. Sterba continued, "We have had the opportunity to develop a positive
relationship with our neighbor, TNP Enterprises, over the years through business
dealings such as being the power supplier for TNMP's New Mexico customers. We
know them well. Like our own employees, TNP Enterprises' employees have an
uncompromising commitment to customers and their communities. We at PNM
Resources have worked successfully with regulators and constituents to obtain
agreements that benefit customers and shareholders alike. We look forward to
continuing our efforts in this regard as we grow into new territories."
"This move is a positive development for our customers, our employees and the
communities we serve in both Texas and New Mexico," said Michael Bray, TNP
Enterprises' president and chief operating officer. "PNM Resources' financial
strength provides a solid foundation for both continuing our high levels of
customer service and for growing our retail business. We look forward to working
with PNM Resources to identify and adopt the best practices from both
organizations to achieve the full benefits of this transaction."
Benefits of the Transaction
o Expanded and more diversified geographic footprint. TNP Enterprises is a
good strategic fit with PNM Resources. Parts of PNM Resources' gas service
territory overlap with TNMP's New Mexico electric operations. Further, TNP
Enterprises has three major service areas in Texas, expanding the regional
scope of PNM Resources' service territory and providing PNM Resources with
diversity in markets, weather, and customer usage patterns. First Choice
serves customers throughout the entire ERCOT region. Both New Mexico and
Texas benefit from strong demographics, which have led to growing demand
for energy usage in those states. PNM experienced a compounded annual
growth rate of 2.4 percent in electric customers and 2 percent in gas
customers between 2001 and 2003. TNMP reported 2.3 percent compounded
annual customer growth during the same time period.
o Stable, low-risk revenue and cash flow. TNP Enterprises' utility
operations, which contribute 70 percent of the company's EBITDA (earnings
before interest, taxes, depreciation and amortization), will provide PNM
Resources with a stable, low-risk, regulated source of revenue and cash
flow. Following the close of the transaction, PNM Resources expects
approximately 72 percent of its EBITDA to be generated by its regulated
businesses.
o Ongoing operational synergies. By combining operations, PNM Resources
expects to achieve approximately $10 million of annual pre-tax cost savings
in the first year after closing. PNM Resources does not expect significant
change or savings in the basic utility operations. Savings are expected to
come largely from procurement, information technology systems, and other
shared administrative areas.
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o Significant Interest Savings. PNM Resources has a strong balance sheet and
proven track record in reducing debt. In 2003, the company refinanced
nearly $500 million of debt, which resulted in approximately $12 million in
interest savings. Since 1999, the company has raised its credit quality
from BB+ to its current rating of BBB. When the transaction is completed,
PNM Resources intends to either retire or refinance $385 million of TNP
Enterprises debt; redeem TNP Enterprises' preferred securities; and issue
approximately $100 million of long-term debt at PNM Resources. These
actions will result in a net long-term debt and preferred reduction of
approximately $500 million. As a result, PNM Resources is expected to
realize increased financial flexibility and net interest savings of
approximately $40 million at TNP Enterprises, the unregulated holding
company of TNMP and First Choice.
o Strategic growth opportunities. First Choice's established retail customer
base and operating infrastructure offers a solid platform for entry into
Texas. By utilizing PNM Resources' operating expertise, financial strength,
and sourcing and hedging strategies, PNM Resources believes that there is
potential to further improve margins in this business and increase market
penetration. PNM Resources also expects that its strong credit profile will
create more competitive supply opportunities for the business.
Terms
Under the terms of the agreement, TNP Enterprises' common shareholders will
receive approximately $189 million in consideration, consisting of approximately
4.7 million newly issued PNM Resources shares and the remainder being paid in
cash, subject to closing adjustments. The existing indebtedness and preferred
securities at TNP Enterprises will be retired. All debt at TNMP will remain
outstanding.
Based on the number of common shares outstanding on a fully diluted basis and
taking into account additional equity issuances, following the transaction, PNM
Resources' shareholders would own 94 percent of the company's common equity, and
TNP Enterprises shareholders would own approximately 6 percent.
Financing
In order to fund the acquisition and to deleverage TNP Enterprises, PNM
Resources expects to issue approximately $250 million of common equity,
approximately $200 million of equity linked securities, and approximately $100
million of long-term debt. Of the total $450 million of common equity and equity
linked securities, approximately $95 million of common stock will be issued to
TNP Enterprises' shareholders, and PNM Resources has executed a letter of intent
with an existing shareholder to purchase $100 million in equity linked
securities. The remainder of the financing will be placed in the public markets
at or near closing.
Credit Ratings
An important factor in evaluating this acquisition was the desire to maintain
PNM Resources' strong corporate credit rating of BBB by Standard and Poor's
Ratings Services and PNM's Baa2 by Moody's Investors Service. PNM Resources has
consulted with both Moody's and Standard & Poor's regarding today's
announcement. Based on those conversations, the company believes that it will
retain the current BBB and Baa2 ratings. As a result of the delevering, PNM
Resources also believes that TNMP will be considered for a ratings upgrade.
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Dividend Policy
It is anticipated that PNM Resources' Board of Directors will maintain the
company's current dividend policy of paying out 50 to 60 percent of regulated
earnings. PNM Resources' dividend has increased 4.5 percent over each of the
last 3 years. PNM Resources' current annual common stock dividend is $0.64 per
share. PNM Resources' Board generally considers the company's dividend policy on
an annual basis in February.
Conditions and Approvals
The transaction is subject to customary closing conditions and regulatory
approvals, including the New Mexico Public Regulation Commission, the Public
Utility Commission of Texas, the U.S. Securities and Exchange Commission (under
the Public Utility Holding Company Act of 1935), the Federal Energy Regulatory
Commission, and antitrust review under the Hart-Scott-Rodino Act. No shareholder
approval is required. Given the straightforward nature of the transaction, PNM
Resources anticipates obtaining the necessary regulatory approvals in 9 to 12
months.
Advisors
Banc of America Securities LLC acted as sole financial advisor to PNM Resources
and provided a fairness opinion, and Pillsbury Winthrop LLP served as PNM
Resources' legal counsel on the transaction. Goldman, Sachs & Co. acted as sole
financial advisor to TNP Enterprises, and Milbank, Tweed, Hadley & McCloy LLP
served as TNP Enterprises' legal counsel on the transaction.
Conference Call and Webcast at 9:00 AM (ET) Tomorrow
PNM Resources will host a conference call for investors and analysts at 9:00 AM
(ET) on Monday, July 26, 2004 to discuss today's announcement. Interested
participants should call 800-838-4403 (U.S.) or 973-317-5319 (outside of the
U.S.).
The call will also be broadcast live over the Internet, which can be accessed
from a link at www.pnm.com. PNM Resources will have an investor presentation as
part of the webcast and will also mount the presentation on its home page prior
to the teleconference. The company will reference the presentation during the
call.
The conference call will be archived and rebroadcast through August 9, 2004, at
noon (ET). Call 800-428-6051 (U.S.) or 973-709-2089 (outside of the U.S.),
passcode identification number 367700. A copy of the transcript will be posted
on PNM Resources' website at www.pnm.com as soon as possible.
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About PNM Resources
PNM Resources is an energy holding company based in Albuquerque, New Mexico.
PNM, the principal subsidiary of PNM Resources, serves about 459,000 natural gas
customers and 405,000 electric customers in New Mexico. The company also sells
power on the wholesale market in the Western U.S. PNM Resources stock is traded
primarily on the NYSE under the symbol PNM.
About TNP Enterprises
TNP Enterprises' primary subsidiary, Texas-New Mexico Power Company, was created
in 1935. It provides community based electric service to 85 cities and more than
252,000 customers in Texas and New Mexico. First Choice Power, TNP Enterprises'
other primary subsidiary, is a retail electric provider with more than 230,000
customers in Texas. First Choice began providing retail electric service to
Texas customers in 2002 in response to the Texas Electric Choice Act.
Headquartered in Fort Worth, Texas, the company has 37 offices throughout its
service areas and approximately 750 employees in two states. More information
about the company can be found at www.tnpe.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements made in this filing and documents PNM Resources, PNM, TNP
Enterprises, and TNMP file with the SEC that relate to future events or our
expectations, projections, estimates, intentions, goals, targets and strategies,
both with respect to PNM Resources and with respect to the proposed acquisition
of TNP Enterprises, are made pursuant to the Private Securities Litigation
Reform Act of 1995. You are cautioned that all forward-looking statements are
based upon current expectations and estimates and we assume no obligation to
update this information. Because actual results may differ materially from those
expressed or implied by the forward-looking statements, PNM Resources and TNP
Enterprises caution you not to place undue reliance on these statements. Many
factors could cause actual results to differ, and will affect our future
financial condition, cash flow and operating results. These factors include,
risks and uncertainties relating to the receipt of regulatory approvals of the
proposed transaction, the risks that the businesses will not be integrated
successfully, the risk that the benefits of the transaction will not be fully
realized or will take longer to realize than expected, disruption from the
transaction making it more difficult to maintain relationships with customers,
employees, suppliers or other third parties, conditions in the financial markets
relevant to the proposed transaction, interest rates, weather, fuel costs,
changes in supply and demand in the market for electric power, wholesale power
prices, market liquidity, the competitive environment in the electric and
natural gas industries, the performance of generating units and transmission
system, state and federal regulatory and legislative decisions and actions, the
outcome of legal proceedings and the performance of state, regional and national
economies. For a detailed discussion of the important factors that affect PNM
Resources and that could cause actual results to differ from those expressed or
implied by our forward-looking statements, please see "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Company's
current and future Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q and the Company's current and future Current Reports on Form 8-K, filed
with the SEC. For a detailed discussion of the important factors that affect TNP
Enterprises and that could cause actual results to differ from those expressed
or implied by the Company's forward-looking statements, please see TNP
Enterprises' and TNMP's current and future Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed with the
SEC.
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The securities to be issued in the proposed acquisition by PNM Resources of TNP
Enterprises have not been registered under the Securities Act of 1933, as
amended (the "Securities Act") or any state securities laws and may not be
reoffered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any securities.
PNM Resources Contacts
Investors Media
Lisa Rister Frederick Bermudez
PHONE: (505) 241-2787 PHONE: (505) 241-4831
EMAIL: [email protected] EMAIL: [email protected]
TNP Enterprises Contacts
TNP Enterprises TNMP and First Choice Power TNMP and First Choice Power
Ted Babcock Media Investors
PHONE: (516) 933-3105 Valerie Smith Adam Carte
EMAIL: [email protected] PHONE: (817) 737-1360 PHONE: (817) 377-5541
EMAIL: [email protected] EMAIL: [email protected]
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SIGNATURES
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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.
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(Registrant)
Date: July 26, 2004 /s/ Thomas G. Sategna
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Thomas G. Sategna
Vice President and Corporate Controller
(Officer duly authorized to sign this report)
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