UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event
reported) February 4, 2009
(January 30, 2009)
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Commission
File
Number
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Name
of Registrants, State of Incorporation,
Address
and Telephone Number
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I.R.S.
Employer
Identification
No.
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001-32462
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PNM
Resources, Inc.
(A
New Mexico Corporation)
Alvarado
Square
Albuquerque,
New Mexico 87158
(505)
241-2700
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85-0468296
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001-06986
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Public
Service Company of New Mexico
(A
New Mexico Corporation)
Alvarado
Square
Albuquerque,
New Mexico 87158
(505)
241-2700
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85-0019030
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_______________________________
(Former
name, former address and former fiscal year, if changed since last
report)
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
1.02 Termination
of a Material Definitive Agreement.
As
previously reported, on May 8, 2008, Public Service Company of New Mexico
(“PNM”) entered into a $100 million unsecured letter of credit facility pursuant
to a reimbursement agreement (“Reimbursement Agreement”), with Deutsche Bank AG
New York Branch, as administrative agent, lender and letter of credit issuer,
Royal Bank of Canada, as lender and RBC Capital Markets as syndication
agent. The Reimbursement Agreement allowed PNM to obtain, from time
to time, standby letters of credit up to an aggregate amount of $100 million at
any time prior to April 20, 2009. There were no borrowings or letters
of credit outstanding under the Reimbursement Agreement.
On
January 30, 2009, PNM gave notice of its intention to terminate the
Reimbursement Agreement in connection with its expectation of the receipt of
proceeds from the closing of the sale of its natural gas operations, as
explained below in Item 2.01. The Reimbursement Agreement was
terminated, effective January 30, 2009. There were no early
termination penalties incurred by PNM.
In
addition, on May 5, 2008, PNM entered into a $300 million unsecured delayed
draw term loan facility (“Term Loan Agreement”), among PNM as borrower, Merrill
Lynch Bank USA, Morgan Stanley Senior Funding, Inc. and Wachovia Bank, National
Association as initial lenders, Merrill Lynch Capital Corporation as
administrative agent, Morgan Stanley Senior Funding, Inc. and Wachovia Bank,
National Association as co-syndication agents and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Morgan Stanley Senior Funding, Inc. and Wachovia
Capital Markets LLC as arrangers. On May 28, 2008, the commitments
under the Term Loan Agreement were reduced to $150 million in accordance with
the provision in the Term Loan Agreement providing for such reduction following
PNM’s receipt of cash proceeds from the sale of its debt securities on May 13,
2008.
On
January 30, 2009, PNM’s ability to borrow under the Term Loan Agreement was
effectively terminated pursuant to the provision therein for reduction of
commitments upon the sale of PNM’s natural gas operations. There were
no early termination penalties incurred by PNM.
From time
to time, the agents, arrangers, lenders, and letter of credit issuer parties to
the Reimbursement Agreement and the Term Loan Agreement perform
normal banking and investment banking and advisory services for PNM, its parent,
PNM Resources, Inc. (“PNMR”), or its affiliate, Texas-New Mexico Power Company,
for which they have received customary fees and expenses.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On
January 30, 2009, PNM successfully completed the sale of its natural gas
operations to New Mexico Gas Company, Inc. (“NMGC”) for approximately $640
million in cash, which includes approximately $20 million in purchase-price
adjustments. This amount may be further adjusted. NMGC is
a subsidiary of Continental Energy Systems LLC
(“Continental”). Separately, PNMR received $15 million from
Continental as consideration for the termination of a separate transaction in
which PNMR would have acquired another Continental subsidiary, the payment of
which amount was contingent upon the closing of PNM’s sale of its natural gas
operations to NMGC.
There are
no material relationships between PNMR and either Continental or NMGC, other
than in respect of the transactions described herein.
Item
8.01 Other
Events.
PNMR
issued a press release announcing the transactions described in Item 2.01 above
on January 30, 2009. The press release is furnished herewith as
Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits.
(c)
Exhibits:
Exhibit
Number Description
99.1 Press Release dated January 30,
2009.
SIGNATURE
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.
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PNM
RESOURCES, INC.
PUBLIC
SERVICE COMPANY OF NEW MEXICO
(Registrants)
/s/
Thomas G. Sategna
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Date: February
4, 2009
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Thomas
G. Sategna
Vice
President and Corporate Controller
(Officer
duly authorized to sign this
report)
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