Item 1.01 Entry into a Material Definitive Agreement.
Amendments to and Restatements of PNMR Credit Agreements
On May 20, 2022, PNM Resources, Inc., a New Mexico corporation ("PNMR") entered
into a $1.0 billion Amended and Restated Term Loan Agreement (the "PNMR Amended
and Restated Term Loan") amending and restating its $1.0 billion delayed-draw
term loan agreement among PNMR, the lenders party thereto and Wells Fargo Bank,
National Association ("Wells Fargo"), as Administrative Agent. The PNMR Amended
and Restated Term Loan is effective as of May 20, 2022. The PNMR Amended and
Restated Term Loan extends the maturity date to May 18, 2025 and includes other
administrative updates. As of the date hereof, PNMR had $1.0 billion outstanding
under the PNMR Amended and Restated Term Loan.
PNMR must pay interest on its borrowing under the PNMR Amended and Restated Term
Loan from time-to-time following funding and must repay all amounts on or before
the maturity date.
The PNMR Amended and Restated Term Loan includes customary covenants, including
a covenant that requires the maintenance of a consolidated debt-to-consolidated
capitalization ratio of less than or equal to 0.70 to 1.00. The PNMR Amended and
Restated Term Loan also includes customary events of default, a cross default
provision, and a change of control provision. If an event of default occurs,
Wells Fargo may declare the obligations outstanding under the PNMR Amended and
Restated Term Loan to be due and payable. Such acceleration will occur
automatically in the event of an insolvency or bankruptcy default.
As previously disclosed, on October 20, 2020, PNMR, Avangrid, Inc. ("Avangrid"),
and NM Green Holdings, Inc., a wholly-owned subsidiary of Avangrid ("Merger
Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which Merger Sub will merge with and into PNMR (the "Merger"), with
PNMR surviving the Merger as a direct wholly-owned subsidiary of Avangrid. The
PNMR Amended and Restated Term Loan provides that substantially concurrently
with the consummation of the transactions set forth in the Merger Agreement,
PNMR will assign to Avangrid all of its rights, duties, obligations and
liabilities under the PNMR Amended and Restated Term Loan and Avangrid will
assume from PNMR, as its direct and primary obligation, the payment and
performance of all of the duties, liabilities and obligations of PNMR under the
PNMR Amended and Restated Term Loan pursuant to an amendment and restatement of
the PNMR Amended and Restated Term Loan in the form of a second amended and
restated credit agreement attached to the PNMR Amended and Restated Term Loan.
The above description of the PNMR Amended and Restated Term Loan is not complete
and is qualified in its entirety by reference to the entire PNMR Amended and
Restated Term Loan, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
On May 20, 2022, PNMR entered into a Tenth Amendment to and Restatement of
Credit Agreement (the "PNMR Revolver") amending and restating its $300 million
revolving credit agreement, among PNMR, the lenders party thereto (the "PNMR
Revolver Lenders") and Wells Fargo, as Administrative Agent. The PNMR Revolver
is effective as of May 20, 2022. The PNMR Revolver now has a maturity date of
October 31, 2024, unless the maturity date is extended at the request of PNMR
and with the agreement of the PNMR Revolver Lenders, subject to certain terms
and conditions, and reflects other administrative updates.
The PNMR Revolver provides PNMR with a revolving credit facility for borrowing
up to $300 million and includes customary covenants, including a covenant that
requires the maintenance of a consolidated debt-to-consolidated capitalization
ratio of less than or equal to .70 to 1.0. The PNM Revolver also includes
customary events of default, and has a cross default provision and a change of
control provision. If an event of default occurs, the administrative agent may,
or upon the request and direction of lenders holding a specified percentage of
the commitments or loans shall, terminate the obligations of the lenders to make
loans under the PNMR Revolver and/or declare the obligations outstanding under
the PNMR Revolver to be due and payable. Such termination and acceleration will
occur automatically in the event of an insolvency or bankruptcy default.
The above description of the PNMR Revolver is not complete and is qualified in
its entirety by reference to the entire PNMR Revolver, a copy of which is
attached hereto as Exhibit 10.2 and is incorporated herein by reference.
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Amendments to and Restatements of PNM Credit Agreements
On May 20, 2022, Public Services Company of New Mexico ("PNM"), a wholly owned
subsidiary of PNMR, entered into a Fifth Amendment to and Restatement of Credit
Agreement (the "PNM Revolver") amending and restating its $400 million revolving
credit agreement, among PNM, the lenders party thereto (the "PNM Revolver
Lenders") and Wells Fargo, as Administrative Agent. The PNM Revolver is
effective as of May 20, 2022. The PNM Revolver now has a maturity date of
October 31, 2024, unless the maturity date is extended at the request of PNM and
with the agreement of the PNM Revolver Lenders, subject to certain terms and
conditions, and reflects other administrative updates.
The PNM Revolver provides PNM with a revolving credit facility for borrowing up
to $400 million and includes customary covenants, including a covenant that
requires the maintenance of a consolidated debt-to-consolidated capitalization
ratio of less than or equal to .65 to 1.0. The PNM Revolver also includes
customary events of default, and has a cross default provision and a change of
control provision. If an event of default occurs, the administrative agent may,
or upon the request and direction of lenders holding a specified percentage of
the commitments or loans shall, terminate the obligations of the lenders to make
loans under the PNM Revolver and/or declare the obligations outstanding under
the PNM Revolver to be due and payable. Such termination and acceleration will
occur automatically in the event of an insolvency or bankruptcy default.
The above description of the PNM Revolver is not complete and is qualified in
its entirety by reference to the entire PNM Revolver, a copy of which is
attached hereto as Exhibit 10.3 and is incorporated herein by reference.
On May 20, 2022, PNM entered into the Amended and Restated Credit Agreement (the
"PNM Local Revolver") amending and restating its $40 million revolving credit
agreement, among PNM, the lenders party thereto, U.S. Bank National Association,
as Administrative Agent, and BOKF, NA dba Bank of Albuquerque, as Syndication
Agent. The seven participating lenders are all banks that have a significant
presence in New Mexico or are headquartered in New Mexico. The PNM Local
Revolver is effective as of May 20, 2022. The PNM Local Revolver now terminates
on May 20, 2026, or any earlier date on which the Aggregate Commitment, as
defined in the PNM Local Revolver, is reduced to zero or otherwise terminated
pursuant to the terms of the PNM Local Revolver, and reflects other
administrative updates.
The PNM Local Revolver provides PNM with a revolving credit facility for
borrowing up to $40 million and includes customary covenants, including a
covenant that requires the maintenance of a consolidated debt-to-consolidated
capitalization ratio of less than or equal to .65 to 1.0. The PNM Local Revolver
also includes customary events of default, and has a cross default provision and
a change of control provision. If an event of default occurs, the administrative
agent may, or upon the request and direction of lenders holding a specified
percentage of the commitments or loans shall, terminate the obligations of the
lenders to make loans under the PNM Local Revolver and/or declare the
obligations outstanding under the PNM Local Revolver to be due and payable. Such
termination and acceleration will occur automatically in the event of an
insolvency or bankruptcy default.
The above description of the PNM Local Revolver is not complete and is qualified
in its entirety by reference to the entire PNM Local Revolver, a copy of which
is attached hereto as Exhibit 10.4 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by this item is included in Item 1.01 and incorporated
herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Amended and Restated Term Loan Agreement, dated as of May 20 ,
2022, among PNM Resources, Inc., the lenders party thereto and Wells
Fargo Bank, National Association, as Administrative Agent.
10.2 Tenth Amendment to and Restatement of Credit Agreement, dated as of
May 20 , 2022, among PNM Resources, Inc., the lenders party
thereto and Wells Fargo Bank, National Association, as Administrative
Agent.
10.3 Fifth Amendment to and Restatement of Credit Agreement, dated as of
May 20 , 2022, among Public Service Company of New Mexico, the
lenders party thereto and Wells Fargo Bank, National Association, as
Administrative Agent.
10.4 Amended and Restated Credit Agreement, dated as of May 20, 2022, among
Public Service Company of New Mexico, the lenders party thereto, U.S.
Bank National Association, as Administrative Agent, and BOKF, NA dba
Bank of Albuquerque, as Syndication Agent.
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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