TNMP Announces Exchange Offer

  TNMP Announces Exchange Offer

Business Wire

ALBUQUERQUE, N.M. -- March 6, 2013

PNM Resources’ (NYSE: PNM) Texas utility, Texas-New Mexico Power Company (the
“Company”), today announced that it is commencing an offer to eligible holders
(as defined below) to exchange any and all of the Company’s $265,500,000
aggregate principal amount outstanding 9.50% First Mortgage Bonds due 2019
(the “Existing Bonds”) for a new series of 6.95% First Mortgage Bonds due 2043
(the “New Bonds”) and cash.

The exchange offer is being conducted upon the terms and subject to the
conditions set forth in a confidential offering memorandum and the related
letter of transmittal. The exchange offer is being made, and copies of the
offering documents will only be made available, to a holder of the Existing
Bonds who has certified its status as (1) a “qualified institutional buyer”
under Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”) or (2) a person who is not a “U.S. person” as defined under Regulation S
under the Securities Act (each, an “Eligible Holder”).

For Eligible Holders of Existing Bonds who tender their Existing Bonds at or
before 5:00 p.m. New York City time on March19, 2013, subject to any
extension by the Company (the “Early Participation Date”), the Company is
offering consideration of $1,000 aggregate principal amount of New Bonds and
$140 of cash (the “Total Early Exchange Consideration”), which includes the
early exchange consideration of $30 of cash (the “Early Exchange
Consideration”), for each $1,000 principal amount exchanged. Eligible Holders
who validly tender Existing Bonds after the Early Participation Date, but at
or prior to the expiration of the exchange offer, will receive $1,000
aggregate principal amount of New Bonds and $110 of cash for each $1,000
principal amount exchanged and will not receive the Early Exchange

The exchange offer will expire at 5:00 p.m., New York City time, on April2,
2013 (the “Expiration Date”), unless extended by the Company. Tenders of
Existing Bonds submitted in the exchange offer may be validly withdrawn at any
time prior to 5:00 p.m. New York City time on March19, 2013 (the “Withdrawal
Date”), and such tenders will be irrevocable thereafter, except in certain
limited circumstances where additional withdrawal rights are required by law.
The Settlement Date will be promptly after the expiration of the exchange
offer, which we expect will be one business day following the Expiration Date
(the “Settlement Date”). Holders whose Existing Bonds are exchanged will be
paid accrued and unpaid interest on such Existing Bonds up to, but not
including, the Settlement Date. All New Bonds will bear interest from and
after the Settlement Date.

Consummation of the exchange offer is subject to a number of conditions,
including the issuance of the New Bonds and the absence of certain adverse
legal and market developments. The Company will not receive any cash proceeds
from the exchange offer.

The New Bonds have not been registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from such registration requirements.

This announcement is not an offer to issue or exchange any of the foregoing
bonds. The exchange offer is being made only pursuant to a confidential
offering memorandum and related letter of transmittal and only to such persons
and in such jurisdictions as is permitted under applicable law.

Documents relating to the exchange offer will only be distributed to holders
of the Existing Bonds that complete and return an eligibility certification
confirming that they are Eligible Holders. Holders of the Existing Bonds that
desire to review the eligibility certification may contact Global Bondholder
Services Corporation, the information agent for the exchange offer, by calling
toll-free (866) 488-1500 or at (212) 430-3774 (banks and brokerage firms).

Safe Harbor Statement under the Private Securities Litigation Reform Act of

This press release contains forward-looking statements, including statements
about the ability to complete the exchange offer, which are subject to the
inherent uncertainties in predicting future results and conditions. Among the
important factors that could cause actual results to differ materially from
those indicated in such forward-looking statements include market conditions
for corporate debt generally and for the Company’s indebtedness in particular.
Some of these and other important factors are discussed in our annual and
quarterly reports previously filed with the Securities and Exchange


PNM Resources
Jimmie Blotter, 505-241-2227
Valerie Smith, 505-241-2892
Press spacebar to pause and continue. Press esc to stop.