Hearing Examiners Order Blackstone and PNM to Explain Potentially Illegal Stock Transaction

Santa Fe, NM (March 11, 2026) — In a major development in the proposed takeover of Public Service Company of New Mexico (PNM), Hearing Examiners at the New Mexico Public Regulation Commission (PRC) have granted a motion requiring the Joint Applicants - PNM, TXNM Energy, and Blackstone’s Troy ParentCo - to show cause why a $400 million stock transaction was not unlawful under New Mexico law. 

The ruling comes after a motion filed by Prosperity Works and supported by multiple intervenors, including New Energy Economy and the New Mexico Department of Justice. 

In the order issued today, March 11, the Hearing Examiners found that the motion raised a “colorable and material statutory question” regarding whether the stock acquisition required prior approval from the Commission under NMSA 1978 § 62-6-12. The Commission further concluded that protecting the public interest requires scrutiny of transactions undertaken in connection with utility mergers.

The order grants the motion and directs the Joint Applicants to appear and show cause why the stock purchase should not be deemed unlawful and void under New Mexico law. Following briefing, evidentiary hearing and oral argument, the Commission will determine whether Joint Applicants violated NMSA 1978 § 62-6-12. If a violation is found to have occurred, the Commission will determine the legal and practical implications of such violation. Any such determination will be issued by the Commission in a final order subject to appeal to the NM Supreme Court.

This decision represents a significant procedural victory for consumer advocates challenging the proposed acquisition of PNM by private-equity giant Blackstone. 

The contested transaction involves the purchase of approximately $400 million in TXNM Energy stock by an affiliate connected to the acquiring entity prior to the merger proceedings. Advocates argue the transaction was undertaken for the purpose of facilitating the merger and therefore required prior express authorization from the PRC, which was never obtained. 

Under New Mexico law, stock acquisitions undertaken in connection with a utility merger must receive prior Commission approval, and any transaction completed without such authorization “shall be void and of no effect.”  

The Hearing Examiners’ order signals that the Commission must now examine whether the transaction violated this statutory requirement and whether the legality of the merger itself is affected. 

The order also schedules a procedural conference for Monday, March 16^th, and directs the parties to address the legal issues raised by the motion before the case proceeds further.  

The decision reinforces the principle that utility acquisitions must strictly comply with New Mexico law. 

In the words of Steve Michel, the attorney for Prosperity Works, who filed the Motion to Show Cause:

“In our view, TXNM and Blackstone’s affiliates violated an obvious statutory requirement to get PRC approval before buying 8 million shares of TXNM stock for $400 million. We’re pleased the hearing examiners recognize the importance and seriousness of this likely violation, and are ordering TXNM and Blackstone to explain themselves as part of a formal investigation.” 

This is a significant victory for the rule of law and for the people of New Mexico. Blackstone and PNM attempted to push through a massive $400 million stock transaction tied to this merger without first obtaining the approval that New Mexico law clearly requires. That is exactly the kind of maneuver the Legislature sought to prevent when it enacted the prior-approval statute. 

Today the Hearing Examiners made clear that these questions are serious and must be answered. 

Public utilities are not ordinary corporations. They are monopolies that serve millions of people and are granted extraordinary privileges under the law. Because of that, the law requires transparency, accountability, and strict oversight when control of these companies changes hands. 

If the applicants ignored the law and executed a stock transaction that required prior approval, the consequences are clear: the statute states that such transactions are void and of no effect. This order ensures that the Commission will confront that question directly before allowing this takeover to proceed. 

New Mexicans deserve an energy system that serves the public interest—not private-equity financial engineering. Today’s ruling is an important step toward ensuring that the law is followed and that the public interest comes first.