FOR IMMEDIATE RELEASE: We filed a Response Motion to ask the PRC to Declare Blackstone’s Unlawful Purchase of TXNM Stock Void and Deny the Merger

FOR IMMEDIATE RELEASE – New Energy Economy, joined by the NM Consumer Protection Alliance, today filed a formal Response in support of a Motion to Show Cause in Case No. 25-00060-UT before the New Mexico Public Regulation Commission, arguing that the proposed merger between Public Service Company of New Mexico (PNM), TXNM Energy, Inc., and Troy ParentCo LLC must be denied because it violates New Mexico law. Our filing followed a Notice of Joinder filed earlier today from the NM Department of Justice reiterating that stock acquisitions for purposes of a merger must be undertaken “with the prior express authorization of the [Public Regulation Commission], but not otherwise” and that Section 62‑6‑12(B) mandates that any transaction in contravention is “void and of no effect.”

At the heart of our filing is a straightforward statutory command: the Commission has no discretion to disregard the plain and mandatory language of NMSA 1978, § 62-6-12. The Legislature’s command is unequivocal. Where the statutory prerequisite has not been satisfied, the Commission’s duty is ministerial, not discretionary. It must apply the law as written.

In this case, Blackstone, through its affiliate Troy TopCo, consummated a $400 million stock purchase representing approximately 7.6% of TXNM’s outstanding shares—without first obtaining approval from the Commission. According to filings with the Securities and Exchange Commission, the stock purchase was executed simultaneously with the merger agreement and was explicitly undertaken for purposes of advancing the acquisition.

Our Response details how the equity infusion was integral to the merger structure, was negotiated as a condition of the transaction, and included a commitment by the purchaser to vote those shares in favor of the merger. The filing further notes that an additional $200 million stock purchase by Zimmer entities was similarly aligned with the transaction.Acting first and asking permission later is precisely what § 62-6-12 was enacted to prevent. If this conduct is excused, it reduces the Commission to an after-the-fact observer rather than the gatekeeper the Legislature intended.

Our Response also cites controlling precedent from the New Mexico Supreme Court, which has repeatedly affirmed that the Commission’s authority “goes no further than what has been statutorily authorized.” When prior approval is required and not obtained, the Commission lacks authority to retroactively validate the transaction.

Beyond the statutory violation, we argued that permitting merger-related equity transactions to close before regulatory approval would undermine the Commission’s jurisdiction, erode public confidence, and create a dangerous precedent for future acquisitions of regulated utilities in New Mexico.

The issue is not complicated. The statute says ‘prior express authorization.’ It says ‘but not otherwise.’ It says transactions completed without authorization ‘shall be void and of no effect.’ Those words mean what they say. Accordingly, New Energy Economy is requesting that the Commission enforce § 62-6-12 according to its plain terms and deny the merger application as unlawful.

This is about the rule of law. If the largest utility in our state and the world’s largest private equity firm can disregard clear statutory requirements at the threshold of review, what message does that send? The Commission must apply the law as written. It has no lawful option to do otherwise.