Motion seeks rule to show cause why Blackstone broke NM laws already

On Friday Prosperity Works filed a Motion for Rule to Show Cause asking why Blackstone, through its affiliate Troy TopCo LP, unlawfully acquired a significant ownership stake in TXNM Energy, PNM’s parent company, without the prior approval required under New Mexico law—raising serious concerns about the integrity of the proposed takeover of New Mexico’s largest electric utility.

Three facts are now clear:

1. Blackstone purchased PNM stock as part of the merger—without required PRC approval.Simultaneously with signing the merger agreement on May 18, 2025, TXNM issued and sold 8,000,000 shares of company stock for $400 million to Troy TopCo LP, a Blackstone affiliate. The transaction was explicitly tied to and executed as part of the merger agreement itself, making it an acquisition step—not a neutral or incidental investment.

2. New Mexico law requires prior PRC authorization—and makes unauthorized transactions void. Under NMSA 1978, § 62-6-12, any acquisition of utility stock by an affiliated party acting in concert for purposes of a merger requires prior express authorization from the New Mexico Public Regulation Commission (PRC). The statute is unambiguous: any transaction completed without that approval “shall be void and of no effect.” No such authorization was sought or granted before this $400 million stock purchase closed.

3. Proceeding without PRC permission raises red flags that go to the heart of this case. Whether Blackstone and PNM knew approval was required and ignored it—or failed to know, reflecting ignorance of New Mexico utility law—both possibilities are deeply troubling. Either scenario suggests the parties treated PRC review as a mere formality and assumed approval was guaranteed. That mindset signals a reckless disregard for New Mexico law, PRC authority, and the protections owed to ratepayers.

“This is not a technical misstep—it is a fundamental breach of the rules governing utility acquisitions in New Mexico. If Blackstone is willing to disregard clear statutory limits before approval, it is a warning of how it will behave after approval.

The PRC now faces a critical question: If the stock transaction at the center of this deal is unlawful and void, can the broader acquisition proceed at all? What is clear is that this conduct does not reflect respect for New Mexico’s laws, its regulators, or the public interest they are sworn to protect.

On Friday the PRC announced it would hold an additional virtual public comment period from 4:00PM to 7:00PM on Thursday this week to accommodate the almost 200 people who tried to comment last week via zoom and were turned away. Today the PRC sent notice that it would hold another in-person public comment period on February 17th from 1PM to 7PM in Albuquerque. (Specific location To be Announced) The public needs to keep showing up and speaking out so that the PRC holds Blackstone accountable to our laws.