Item 1.01. Entry into a Material Definitive Agreement.
$1.0 Billion Delayed Draw Term Loan
On May 18, 2021, PNM Resources, Inc. ("PNMR"), entered into a $1.0 billion
delayed-draw term loan agreement (the "$1.0 Billion Term Loan"), among PNMR, the
lenders party thereto (the "Lenders") and Wells Fargo Bank, National Association
("Wells Fargo"), as administrative agent. The $1.0 Billion Term Loan is
effective as of May 18, 2021 and has a maturity date of May 18, 2023. PNMR used
proceeds to prepay without penalty $92.1 million of borrowings under PNMR's
$300.0 million revolving credit agreement, dated as of July 30, 2018, as
amended, among PNMR, the lenders party thereto, and Wells Fargo Bank, National
Association, as administrative agent. This credit agreement remains available
for use. PNMR also used proceeds to repay indebtedness identified below. PNMR
expects to use the remaining proceeds of the $1.0 Billion Term Loan for general
corporate purposes, including capital contributions to PNMR's wholly-owned
subsidiaries.
PNMR must pay interest on its borrowing under the $1.0 Billion Term Loan from
time to time following funding and must repay all amounts on or before the
maturity date.
The $1.0 Billion 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 $1.0 Billion
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 $1.0 Billion 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
$1.0 Billion 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 $1.0 Billion 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 $1.0 Billion Term Loan pursuant to
an amendment and restatement of the $1.0 Billion Term Loan in the form of an
amended and restated credit agreement attached to the $1.0 Billion Term Loan.
The above description of the $1.0 Billion Term Loan is not complete and is
qualified in its entirety by reference to the entire $1.0 Billion Term Loan, a
copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Wells Fargo and the Lenders perform normal banking (including as lenders under
other facilities) and investment banking and advisory services from time to time
for PNMR and its affiliates, for which each receives customary fees and
expenses.
Repayment of PNMR 2018 Term Loan
On May 18, 2021, the $150.0 million term loan agreement, dated as of December
14, 2018, by and among PNMR, the lenders party thereto and MUFG Bank Ltd.
("MUFG"), as administrative agent, was repaid and terminated in accordance with
its terms.
Repayment of PNMR December 2020 Delayed-Draw Term Loan
On May 18, 2021, the $300.0 million delayed-draw term loan agreement, dated as
of December 22, 2020, by and among PNMR, the lenders party thereto and MUFG, as
administrative agent, was repaid and terminated in accordance with its terms.
Repayment of PNMR December 2020 Term Loan
On May 18, 2021, the $150.0 million term loan agreement, dated as of December
21, 2020, by and among PNMR, the lenders party thereto and U.S. Bank National
Association, as administrative agent, was repaid and terminated in accordance
with its terms.
Repayment of PNMR-D February 2018 364-Day Credit Agreement
On May 18, 2021, the $40.0 million 364-day credit agreement, dated as of
February 26, 2018, by and among PNMR Development and Management Corporation, a
wholly owned subsidiary of PNMR ("PNMR-D"), and Wells Fargo, as lender, was
repaid and terminated in accordance with its terms.
Repayment of PNMR-D November 2018 Term Loan
On May 18, 2021, the $65.0 million term loan agreement, dated as of November 26,
2018, by and among PNMR-D and KeyBank National Association, as administrative
agent and lender, was repaid and terminated in accordance with its terms.
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Item 1.02. Termination of a Material Definitive Agreement.
The information required by this item is included in Item 1.01 and 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Term Loan Agreement, dated as of May 18 , 2021, among PNM
Resources, Inc., the lenders party thereto, and Wells Fargo Bank, National
Association, as administrative agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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