Today we argued that the unlawful stock purchase issue must be resolved before the Blackstone case can proceed

New Energy Economy (NEE) and the New Mexico Consumer Protection Alliance today filed a Reply in Support of the Motion to Show Cause filed on February 6, 2026 by Prosperity Works in Case No. 25-00060-UT before the New Mexico Public Regulation Commission (PRC), arguing that the proposed $11 billion Blackstone acquisition of TXNM Energy (parent of PNM) is built upon an unlawful stock transaction that violates New Mexico law. Replies were also filed by the NMDOJ and Prosperity Works. 

Our reply asserts that TXNM issued, and Blackstone/Troy acquired, $400 million in merger-related stock without first obtaining the “prior express authorization” required under NMSA § 62-6-12. The statute provides that any such transaction completed without prior approval “shall be void and of no effect.” 

The Joint Applicants - TXNM and Blackstone/Troy - argued in their response to the Motion to Show Cause that “The Financing Transaction was not conditioned or contingent in any manner upon the success of the Acquisition and was documented through a wholly separate and standalone Stock Purchase Agreement and not as part of the Merger Agreement,” and repeated similar arguments to major news outlets. These statements obfuscate the truth: while the Stock Purchase Agreement is a separate document from the Merger Agreement and the Financing Transactions may not be for the purpose of the Acquisition, the stock transactions were required by the Merger Agreement (“a covenant”) and therefore are merger-related acquisitions forbidden by Section 62-6-12(A)(3) without the prior approval of the Commission.  

Our Reply brief details evidence from board minutes, merger documents, proxy statements, SEC filings, and sworn deposition testimony demonstrating that the $400 million merger-related stock transaction — along with an additional $200 million Zimmer stock acquisition — was a requirement of and integral to the merger agreement. Together, those coordinated equity issuances represent more than 11% of TXNM’s outstanding shares and were treated internally as part of an $800 million capital raise tied to the merger. 

Blackstone has NO experience running a public utility, and its conduct in this case makes that inexperience clear. Because Joint Applicants have over-designated critical documents as "Confidential" it was necessary to file two reply briefs, one with redactions and one confidential version. As a publicly regulated utility, the lion's share of its filings must be publicly accessible. The NM Supreme Court has held that secrecy is the "exception." The public has a right to scrutinize the record in this case. 

Joint Applicants also argue that “The purpose of the Financing Transaction was to provide TXNM with $400 million of equity financing to fund TXNM’s previously approved capital requirements budget.” (JA Response at 20) and that "the prior-approval requirement should apply only to stock acquisitions that “result[] in control or exercise of control.” Our reply points out that the purpose of the equity infusion and the question of control are legally irrelevant. The statute is plain. If the stock acquisition was merger related, prior approval was required. The intended use of proceeds—whether for capital expenditures or otherwise—does not alter that statutory prerequisite. The statute does not ask how the money was spent or whether the purchase results in a controlling stake; it asks whether stock was acquired in connection with a merger without prior Commission authorization. If so, the transaction is void. 

Further, we demonstrate that in fact, the shares acquired by Blackstone together with those acquired by Zimmer do, in fact, result in a controlling share. When the Blackstone/Troy equity issuance and the Zimmer voting commitments are considered together, they represent more than 11 percent of TXNM’s outstanding common shares. 

TXNM and PNM planned and executed a merger-related stock acquisition with Blackstone and Zimmer without first obtaining the Public Regulation Commission’s required approval, in clear violation of New Mexico law. The evidence overwhelmingly shows that the $800 million equity transactions were integral to the merger and therefore required prior authorization under NMSA § 62-6-12, which makes such unauthorized transactions void. 

This is a dispositive threshold issue, and the Commission should halt further proceedings until the legality of these stock acquisitions is resolved. If TXNM’s unlawful actions create financial consequences, the company - not New Mexico ratepayers - must bear the responsibility and hold customers harmless. The Commission’s jurisdiction, the integrity of our utility laws, and the public’s trust demand that this merger be denied if it rests on an unlawful foundation.

Former PRC Commissioner, Stephen Fischmann, expert witness for the NM Consumer Protection Alliance notes that: 

“The Commission’s responsibility in a case of this magnitude begins with a simple but essential question: Is any aspect of this proposed merger unlawful? That must be the very first determination. Here, PNM’s issuance of approximately $800 million in merger-related stock — including a controlling block — occurred without the PRC’s prior authorization. Whether that violates New Mexico law is not a side issue; it is a threshold issue that must be resolved before this case proceeds to hearing. Investor-owned utilities often present complex filings that require significant Commission time and resources. That makes it all the more important that the Commission reaffirm its authority at the outset. Enforcing clear statutory requirements is not punitive — it is the foundation of effective regulation. If a merger built upon an unlawful stock acquisition were allowed to proceed, it would undermine confidence in the Commission’s oversight role. By addressing this issue directly and decisively, the PRC demonstrates that New Mexico’s utility laws have meaning and that regulated monopolies remain accountable to the public interest.” 

New Energy Economy maintains that unlawful acts cannot be tolerated — particularly where a regulated monopoly utility seeks approval of a transaction that will impact ratepayers for decades to come.