Anti-Trust: The New Mexico Department of Justice Calls for Transparency and Regulatory Oversight in TXNM Energy Merger

Santa Fe, NM – Today, The New Mexico Department of Justice (NMDOJ) announced its formal support for a motion before the New Mexico Public Regulation Commission (PRC) requiring TXNM Energy, Inc., Troy ParentCo LLC, and related entities to show cause regarding a recent stock transaction tied to their proposed merger.

“This acquisition must proceed in full compliance with the law,” said Attorney General Raúl Torrez. “State law requires oversight when public utility stock is issued in connection with a transaction like this. We are asking the Commission to ensure that all legal requirements are satisfied and that the public interest remains the guiding priority.”

The filing emphasizes that public utilities inherently affect the public interest and must operate under strict regulatory oversight. NMDOJ argues that the issuance of 8 million shares of TXNM stock to a Blackstone affiliate for $400 million—executed alongside the merger agreement—raises serious questions about compliance with Section 62-6-12 of the Public Utilities Act, which mandates prior PRC approval for such transactions.

“This is not a neutral investment,” the brief states. “The record shows the stock purchase was integrated with the merger and used to secure votes in favor of the acquisition. Such actions demand Commission review to preserve transparency and protect ratepayers.”

NMDOJ’s position underscores three key principles:

• Prior PRC approval is required for stock acquisitions involving public utilities.
• Regulatory oversight ensures transactions serve the public interest, preventing market concentration and safeguarding consumers.
• Failure to comply may render the transaction void, impacting the proposed merger.

NMDOJ Notice of Joinder and Brief Supporting Motion for Order to Show Cause Directed to Joint Applicants.