Item 1.01 Entry into a Material Definitive Agreement.
On
In addition to the issuance and sale of Shares by the Company through the Sales Agents, the Company also may enter into forward stock purchase transactions with the Forward Purchasers as set forth in a separate letter agreement (each, a "Forward Agreement"), a form of which is attached as Exhibit B to the Distribution Agreement. In connection with each Forward Agreement, and subject to the terms and conditions of the Distribution Agreement, the applicable Forward Purchaser will borrow from third parties and, through a Sales Agent (each Sales Agent when acting in such capacity is referred to as a "Forward Seller"), sell a number of Shares equal to the number of shares of the Company's common stock underlying such Forward Agreement to hedge such Forward Agreement.
The Company will not receive any proceeds from the sale of borrowed shares of common stock by a Forward Seller. The Company expects to receive proceeds from the sale of Shares upon future physical settlement(s) of the relevant Forward Agreement with the relevant Forward Purchaser on dates specified by the Company on or prior to the maturity date of such Forward Agreement, in which case, the Company will expect to receive, subject to certain adjustments, aggregate net cash proceeds at settlement equal to the number of Shares underlying the relevant Forward Agreement, multiplied by the relevant forward sale price.
Although the Company expects to settle any Forward Agreement with a full physical settlement, it may, except in limited circumstances, elect a cash or net share settlement of such Forward Agreement, and subject to the terms and conditions of the Distribution Agreement. If the Company elects to cash settle or net share settle a Forward Agreement, the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of Common Stock (in the case of net share settlement) to the relevant Forward Purchaser. Each Forward Purchaser will have the right to accelerate its Forward Agreement and require the Company to physically settle on a date specified by the Forward Purchaser under the terms described in the Forward Agreement.
The offer and sales of the Shares, if any, made pursuant to the Distribution
Agreement and any Forward Agreement, will be made under the Company's
Registration Statement on Form S-3ASR, which was previously filed with the
The Company is not obligated to, and it cannot provide any assurances that it will, make any sales of the Shares under the Distribution Agreement or any Forward Agreement. The Company will pay each Sales Agent a commission rate of up to 2% of the gross sales price per share of any Shares sold through such Sales Agent as agent under the Distribution Agreement, as well as reimbursement of certain expenses. The Distribution Agreement may be terminated by the Company at any time upon prior written notice to the Sales Agent and Forwards Purchasers or by any Sales Agent or any Forward Purchaser with respect to itself at any time upon prior written notice to the Company.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be an offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
The foregoing description of the Distribution Agreement and Forward Agreement is not complete and is qualified in its entirety by reference to the full text of such agreements. A copy of the Distribution Agreement, including a form of Forward Agreement attached as Exhibit B thereto, is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The legal opinion of
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 5.1 Opinion ofLeonard D. Sanchez , Associate General Counsel, datedNovember 10, 2022 , relating the legality of the common stock 10.1 Distribution Agreement, datedNovember 10, 2022 , by and amongPNM Resources, Inc. ,BofA Securities, Inc. ,MUFG Securities Americas Inc. andWells Fargo Securities, LLC (each as sales agent) andBank of America, N.A .,MUFG Securities EMEA plc . andWells Fargo Bank, N.A. (each as forward purchaser) 23.1 Consent ofLeonard D. Sanchez , Associate General Counsel (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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