SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
December 17, 2012
(December 14, 2012)
Name of Registrants, State of Incorporation,
Address and Telephone Number
PNM Resources, Inc.
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
PNM Resources, Inc.
Albuquerque, New Mexico 87158
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 14, 2012, PNM Resources, Inc. (“PNMR”) entered into a $100 million Term Loan Agreement (the “Term Loan Agreement”) among PNMR, the lenders identified therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. Funding of the Term Loan Agreement is anticipated to occur on December 27, 2012, at which time the funds are expected to be used to repay $100 million in borrowings made under PNMR's $300 million unsecured revolving credit facility that was entered into on October 31, 2011 (the “PNMR Revolver”). The repayment of borrowings under the PNMR Revolver will not result in prepayment penalties.
PNMR must pay interest on its borrowing under the Term Loan Agreement from time to time following funding and must repay all amounts on or before the maturity date, which will be the one year anniversary of funding.
The Term Loan Agreement includes customary covenants, including requirements to not exceed a maximum consolidated debt-to-consolidated capitalization ratio. The Term Loan Agreement also includes customary events of default. The Term Loan Agreement 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 the lenders holding a specified percentage of the commitments or loans shall, declare the obligations outstanding under the Term Loan Agreement to be due and payable. Such acceleration will occur automatically in the event of an insolvency or bankruptcy default.
The description of the Term Loan Agreement is not complete and is qualified in its entirety by reference to the entire Term Loan Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
JPMorgan Chase Bank, N.A. performs normal banking (including as a lender under the PNMR Revolver) and investment banking and advisory services from time to time for PNMR and its affiliates, for which it receives customary fees and expenses.
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.
Term Loan Agreement dated as of December 14, 2012, among PNM Resources, Inc., as the Borrower, the lenders identified therein, and JPMorgan Chase Bank, N.A., as administrative agent.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
PNM RESOURCES, INC.
Date: December 17, 2012
/s/ Thomas G. Sategna
Thomas G. Sategna
Vice President and Corporate Controller
(Officer duly authorized to sign this report)