TNMP Announces Results and Expiration of Exchange Offer

  TNMP Announces Results and Expiration of Exchange Offer

Business Wire

ALBUQUERQUE, N.M. -- April 2, 2013

PNM Resources’ (NYSE: PNM) Texas utility, Texas-New Mexico Power Company (the
“Company”) today announced the expiration of an offer to eligible holders to
exchange (the “Exchange Offer”) any and all of the Company’s $265,500,000
aggregate principal amount outstanding 9.50% First Mortgage Bonds, due 2019,
Series 2009A (the “Existing Bonds”) for a new series of 6.95% First Mortgage
Bonds, due 2043, Series 2013A (the “New Bonds”) and cash. The Exchange Offer,
which commenced March 6, 2013, expired at 5:00 p.m., New York City time, on
April 2, 2013 (the “Expiration Date”).

Based on information provided by the exchange agent to the Company,
$93,198,000 principal amount of the Existing Bonds have been validly tendered
and not validly withdrawn as of the Expiration Date. The Company has accepted
all the Existing Bonds validly tendered and not validly withdrawn as of the
Expiration Date. On April 3, 2013, the Company expects to deliver in exchange
for the Existing Bonds tendered in the Exchange Offer, an aggregate principal
amount of $93,198,000 of New Bonds and additional aggregate cash consideration
of $13,047,720, plus accrued and unpaid interest on the Existing Bonds through
April 2, 2013.

New Bonds will only be issued to holders of Existing Bonds that have certified
to the Company in an eligibility letter as to certain matters, including their
status as either “qualified institutional buyers,” as that term is defined in
Rule 144A under the Securities Act of 1933 (the “Securities Act”), or persons
other than “U.S. persons,” as that term is defined in Rule 902 under the
Securities Act.

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

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.

This announcement is not an offer to issue or exchange any of the foregoing
bonds and is subject to the terms and conditions set forth in a confidential
offering memorandum and related letter of transmittal.

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
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