May 28, 2025 | Energy | North America | Active

TXNM Energy / Blackstone Infrastructure: Deal Insight


In a long-term bet on rising electricity demand and modernisation of the US power grid, on 19-May-25, private equity firm Blackstone, through its infrastructure fund Blackstone Infrastructure, agreed to acquire TXNM Energy in an all-cash deal valuing the company at $11.5bn, including debt. The $61.25 per share offer reflects a 15.8% one-day premium over TXNM’s undisturbed share price on 16-May-25. The transaction announced is unanimously approved by TXNM’s board and is expected to close in 2H’26. TXNM will continue to pay dividends until closing, subject to board approval, including a stub dividend calculated for the period between the last declared quarterly dividend and deal completion. The merger parties have contractually agreed to file regulatory notifications no earlier than 90 days after the merger agreement (i.e. not before 16-Aug-25), to the New Mexico Public Regulation Commission (NMPRC), Public Utility Commission (PUC) of Texas (PUCT), Federal Energy Regulatory Commission (FERC), Nuclear Regulatory Commission (NRC), and Federal Communications Commission (FCC). From the 19-May-25 merger agreement, regulatory filings “… shall not occur earlier than ninety (90) days following the date hereof.” An HSR filing will be submitted within 25 business days of a mutually agreed date. This date will be carefully chosen so that the filing occurs less than one year before the expected deal completion, but at least six months before the 18-Aug-26 long-stop date, in order to avoid the need to refile. This addresses FTC regulations, which state ...


Contents

  • Merger Agreement
  • Merger Rationale
  • PUC and FCC approvals
  • Precedent Deals
  • HSR Approval
  • Shareholder Vote
  • Trading Recommendation





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