Item 1.01 Entry into a Material Definitive Agreement.
The disclosure regarding the Forward Sale Agreements (as defined below) under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act").
Item 8.01 Other Events.
On
On
Each Forward Sale Agreement provides for settlement on a settlement date or
dates to be specified at PNMR's discretion, but which is expected to occur no
later than
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Except under limited circumstances described below, PNMR has the right to elect physical settlement, net share settlement or cash settlement under each Forward Sale Agreement for all or a portion of its obligations under such Forward Sale Agreement. If PNMR decides to physically settle or net share settle a Forward Sale Agreement, delivery of shares of common stock by PNMR to the relevant Forward Purchaser upon any physical settlement or net share settlement of such Forward Sale Agreement will result in dilution to PNMR's earnings per share. If PNMR elects cash or net share settlement for all or a portion of the shares of common stock underlying a Forward Sale Agreement, PNMR would expect the relevant Forward Purchaser or one of its affiliates to repurchase a number of shares of common stock equal to the portion for which PNMR elects cash or net share settlement in order to satisfy its obligation to return the shares of common stock the relevant Forward Purchaser or its affiliate had borrowed in connection with sales of common stock and, if applicable in connection with net share settlement, to deliver shares of common stock to PNMR. If the market value of PNMR's common stock at the time of such purchase is above the forward sale price at that time, PNMR will pay or deliver, as the case may be, to the relevant Forward Purchaser under its Forward Sale Agreement an amount in cash, or a number of shares of common stock with a market value, equal to such difference. Conversely, if the market value of common stock at the time of such purchase is below the forward sale price at that time, such Forward Purchaser will pay or deliver, as the case may be, to PNMR under its Forward Sale Agreement, an amount in cash, or a number of shares of common stock with a market value, equal to such difference.
Each Forward Purchaser will have the right to accelerate its respective Forward Sale Agreement (or, in certain cases, the portion thereof that it determines is affected by the relevant event) and require PNMR to physically settle such Forward Sale Agreement on a date specified by the relevant Forward Purchaser if:
• in the good faith, commercially reasonable judgment of such Forward Purchaser, it or its affiliate is unable to hedge its exposure to the transactions contemplated by its Forward Sale Agreement because of the lack of sufficient shares of our common stock being made available for borrowing by stock lenders or it or its affiliate is unable to borrow such number of shares at a rate equal to or less than an agreed maximum stock loan rate; • PNMR declares any dividend or distribution on shares of its common stock payable in (i) cash in excess of a specified amount (other than an extraordinary dividend), (ii) securities of another company or (iii) any other type of securities (other than PNMR common stock), rights, warrants or other assets for payment (cash or other consideration) at less than the prevailing market price, as reasonably determined by such Forward Purchaser; • certain ownership thresholds applicable to such Forward Purchaser are exceeded; • an event is announced that, if consummated, would result in an extraordinary event (as defined in the relevant Forward Sale Agreement), including, among other things, certain mergers and tender offers, as well as certain events such as a delisting of PNMR's common stock (each as more fully described in each Forward Sale Agreement); or • certain other events of default or termination events occur, including, among other things, any material misrepresentation made by PNMR in connection with entry into the relevant Forward Sale Agreement, PNMR's bankruptcy or certain changes in law (each as more fully described in each Forward Sale Agreement).
In the ordinary course of business, the Underwriters and/or their affiliates have provided and may in the future provide financial advisory or other services for PNMR and its subsidiaries for which they have received or will receive customary fees.
The foregoing descriptions of the Forward Sale Agreements and the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Forward Sale Agreements and the Underwriting Agreement, which are filed as Exhibits 10.1 through 10.4 hereto and Exhibit 1.1 hereto, respectively, and are incorporated herein by reference.
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The Offering has been registered under the Securities Act pursuant to a
registration statement on Form S-3 (Registration No. 333- 223336) of PNMR (the
"Registration Statement"), and a prospectus supplement dated
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, datedJanuary 7, 2020 , amongPNM Resources, Inc. , the Forward Purchasers, the Forward Sellers and the Underwriters 5.1 Opinion ofLeonard D. Sanchez , Associate General Counsel, datedJanuary 10, 2020 , relating to the legality of the common stock 10.1 Forward Sale Agreement betweenPNM Resources, Inc. andCitibank, N.A ., datedJanuary 7, 2020 10.2 Forward Sale Agreement betweenPNM Resources, Inc. andBank of America, N.A ., datedJanuary 7, 2020 10.3 Additional Forward Sale Agreement betweenPNM Resources, Inc. andCitibank, N.A ., datedJanuary 8, 2020 10.4 Additional Forward Sale Agreement betweenPNM Resources, Inc. andBank of America, N.A ., datedJanuary 8, 2020 23.1 Consent ofLeonard D. Sanchez (included in Exhibit 5.1) 99.1 Press Release datedJanuary 7, 2020 99.2 Press Release datedJanuary 7, 2020 104 Cover Page in Inline XBRL format
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