Good day, and welcome to the PNM Resources Conference Call. All participants will be in listen only mode. After today's presentation, there will be an opportunity to ask questions. Please note this event is being recorded. I would now like to turn the conference over to Lisa Goodman, Director of Investor Relations.
Please go ahead. Thank
you, Elisa. Before I turn the call over to Pat, I need to remind you that some of the information provided in this call should be considered forward looking statements pursuant to the Private Securities Litigation Reform Act of 1995. These forward looking statements generally include statements regarding the potential business combination transaction between PNM Resources and Avangrid. We caution you that all of the forward looking statements are based upon current expectations and estimates and that PNM Resources assumes no obligation to update this information. Please refer to today's merger press release and investor presentation with respect to the risks and uncertainties, which may affect PNM Resources and the potential business combination transaction.
Additional information with respect to the proposed business combination transaction can be found in the forthcoming proxy statement, which we will file with the SEC regarding the proposed business combination transaction. Information regarding the interest of participants and the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement and other relevant materials PNM Resources intends to file with the SEC. Pat?
Thank you, Lisa, and good morning, everyone, and thank you to joining us today for this exciting announcement on what is a beautiful, sunny New Mexico morning. Earlier today, we shared that we have agreed to a strategic merger with Avangrid. We hope that you were able to tune into their call this morning to learn about the ways that PNM Resources helps to grow and diversify their business. We also wanted to provide you an opportunity to hear from us on our strategic rationale for this merger, especially on this 141st anniversary of Thomas Edison's invention of a commercially practical incandescent light. Before we start, I would like to personally thank the PNM Resources Board of Directors, our team members and our advisors who have worked so hard with the Avangrid and Ibadrilla teams to get us to this point, and they will all be critical in helping us to deliver on our plans going forward.
This transaction is the right move for PNM Resources to advance our company in the transition to clean energy and to continue providing extraordinary transition. The exit out of coal and into clean energy resources, along with the necessary grid improvements, requires a level of investment that has created challenges for our business. Our teams have done an exceptional job managing these challenges, but it has become increasingly clear that we can better navigate this transition for our customers and our communities as part of a larger organization. We've had many successes and if there is one common thread in those successes, it is the key partnerships and collaboration with our stakeholders, our governors, legislators, community partners and customers have helped us find solutions for our business to move forward. Just last week, I took part in a virtual groundbreaking for the 3rd largest solar project on tribal land.
This project will power customers like the city of Albuquerque and help them meet their own clean energy goals at a lower price than they could achieve on their own. In Texas, our team was critical to developing the COVID-nineteen electricity relief program that provides relief to customers and not just TNMP customers who are experiencing economic hardship related to the pandemic. Perhaps the best example of a partnership is New Mexico's Energy Transition Act, where our Governor brought together groups with diverse interests to develop a plan for the state to exit coal, to support the impacted regional economy, to save customers money, and to define a path for the integration of renewables and other carbon free resources. These partnerships are critical to the continued operations and growth of PNM and TNMP. And we know that for any transaction to be viable, these relationships and the commitments to our stakeholders would need to be valued.
This is where Avangrid fits in. Slide 4 shows this partnership meets all those criteria. Our strategies around clean energy and commitment to ESG are highly aligned. The combined entity provides the benefits of scale and business diversification that makes it easier to manage through challenges and invest in technology to better serve customers. Together, we saw the opportunity to structure a merger that could provide value to our customers, our communities, our employees and our shareholders.
An all cash transaction allows PNM Resources shareholders to realize the value that we have generated through our business plan. This transaction will be accretive to Avangrid earnings and improves the credit profile of our business as part of the combined entity. Slide 5 demonstrates our alignment in strategy. Both entities are focused on regulated transmission and distribution growth, and Avangrid Renewables leadership matches well with New Mexico's renewable portfolio standards, 2,045 carbon free mandate and abundant wind and solar potential. Avangrid is a leading sustainable energy company in the U.
S. With its 2,035 carbon neutral generation target and commitment to the United Nations' sustainable development goals. Our plans to exit coal and achieve 100 free emissions free energy by 2,040 fit nicely Turning to Slide 6, the combined entity will be comprised of $40,000,000,000 in assets across 24 states and is well positioned for continued growth opportunities. Iberdrola, the combined entity's largest shareholder is the 3rd largest electricity company in the world and a leading global renewable energy company. This enhanced benefit of scale also provides financial flexibility, increased access to capital and sharing of best practices.
Slide 7 shows the increased diversification of the combined entity. PNM and TNMP operations will provide operational and regulatory diversity to Avangrid's utility operations in the Northeast. On the renewable side, Avangrid already operates in both New Mexico and Texas and recognizes the potential for further growth in this area, where the output from solar panels in the afternoon is
Avangrid's wind capacity in New
Mexico includes a nearly completed 306 Megawatt wind farm that will serve PNM customers. Slide 8 touches on the benefits to stakeholders. We will be prepared to make commitments that demonstrate a net benefit to customers when we seek approval from the commissions in New Mexico and Texas. The increased scale of the combined entity will provide more resources to support the investment in new technology across the T and D businesses, along with renewable growth to support the accelerated transition to clean energy. Our communities can expect to see a continued commitment to economic development and charitable giving levels that benefits the cities and towns where our teams work and live.
PNM and TNMP will continue to be locally managed. Our employees will benefit from growth and knowledge sharing across a global organization and we expect the transition to create additional opportunities as Avangrid looks to grow its operations in the Southwest. Our teams deserve these wonderful opportunities. I have been proud to work alongside these dedicated innovative employees for the last 13 years, and I can tell you they will bring exceptional ideas and experience to the table along with a genuine sense of caring. Caring is one of our core values and every time our teams respond to outages after a storm, propose a new program to help customers during the pandemic or look for a regulatory solution, I have felt the genuine value of Kering in their work.
With that, I'm going to turn it over to Chuck to cover the financial structure of the transaction and the regulatory approvals.
Thanks, Matt. Slide 8 also includes benefits to shareholders from the AllCast transaction and growth opportunities. Dividend policy to the close of the transaction. The Board will evaluate the dividend in December and we continue to expect growth in alignment with our earnings growth target and targeted payout ratio. On Slide 9, this transaction is financially attracted to our shareholders.
The $50.30 cash price represents a 19.3% premium of the 30 day volume weighted average or a 10% premium over yesterday's close. We recognize the overlap in our shareholders, understanding it will be accretive for the combined entity in the 1st full year. The financing structure does not include new debt to finance a transaction and was intended to maintain a healthy balance sheet and liquidity position. S and P issued a report this morning reflecting the announcement and raised their outlook on PNM Resources, PNM and TNMP to positive. Moody's issued a report this morning describing the transaction as credit positive, highlighting the economies of scale, expertise in developing renewable generation and modernizing the grid networks to incorporate these resources along with equity markets.
Turning to Slide 10, we expect to receive the required federal and state commission approvals for the transaction within approximately 12 months and anticipate closing in 2021. We'll report our progress throughout the year. Before I hand it over to Pat to cover the leadership and governance changes following the close, I also want to thank the internal team that worked through this process and helped us build a transaction that rewards shareholders for their support over the years and provides new opportunities for our employees, customers, and communities. I also want to acknowledge all the work from our team over the years to develop a transparent growth plans and execute on those plans to achieve this valuation for our business. It hasn't been easy, but sometimes we've had a little bit of fun and I'm very proud of what we have accomplished.
Pat? Thanks, Chuck. Well said. Sometimes maybe we've had a little bit too much fun here. But on Slide 11, I'll wrap up with leadership and governance changes following the close.
I will step down as Chairman, President and CEO and Chuck will also step down for his role. Don Terry, our current Chief Financial Officer, will lead the continued operations. 2 directors from our current board will serve on the Avangrid Board and one will also serve on the Board of the Avangrid Networks Business. Before I turn it over to Q and A, I'd like to remind you that we do have a scheduled earnings call next Friday, 30th, very close to Halloween folks, and I ask that you wait until then to ask questions on earnings. Elisa, let's open it up for questions.
Thank The today comes from Julien Dumoulin Smith of Bank of America. Please go ahead.
Good morning, Steve. Thank you so much and congratulations to all of you.
Well, thank you, Julie, and congratulations to you on your number one ranking.
Thank you very much. I appreciate that. Perhaps just to kick it off a little bit here, can you talk about how this reconciles? I know there was a contemplated rate case for next year and more importantly, how you think about workforce commitments that have been made already or perhaps contemplated here? I don't know how thoughtful the process is around that quite yet or how it's listed you want to be about that yet.
But can we talk a little bit about how those 2 line up in light of the deal?
Yes. And Julian, I'll start and talk about the workforce and then let Chuck talk to you about the rate case. But one of the reasons that we think this partnership with Avangrid works so well is that they have committed to maintaining the current workforce, which is very critical to our communities here and our customers. We've committed, as we said, to the same charitable giving. So we are going to continue to have the great PNM and TNMP and PNM Resources employees serving our customers.
So that's a very attractive feature to us.
Yes, Julien. Let me just give you kind of remind you that the retirement of San Juan, as you know, is scheduled to close in June 30th of next year. And so the rate making and issuance of the security bonds would have normally been included in our rate case filing that would have occurred in June of 2021, expecting that we would have had a rate increase in July of 2022. So it's clear that with this announcement of the merger, we will delay the rate case and won't file until shortly after the transaction is approved. So likely 30 days after the transaction is approved, we'd file a general rate case in New Mexico.
And that could result in again, depending on when the transaction is approved, it could be anywhere from 2 or 3 month type of delay. But again, we're prepared for that. We think that's the right way to approach the transition for exiting San Juan. We'll still collect the revenues and the delay from what we have in rates and we'll get the O and M savings and there'll be a benefit to fuel as well on the fuel clause.
Got it, excellent. And if you don't mind reminding us how you think about net benefits for the state here as well as illustrate the merits of the transaction, if you can speak to that a little bit for the other stakeholders here?
Yes. I mean net benefits tend to involve rate credits as you saw in the other transactions, and we are prepared to demonstrate that to our regulators. Same thing in terms of charitable giving, possibility of bringing some more workforce here into New Mexico. So those are the kind of things that we demonstrate as net benefits to customers, which again are usually defined as rate credits and then the benefits to the broader community.
Got it. And I'll leave it there. Thank you, guys.
Thank you.
The next question comes from Ryan Levine with Citi. Please go ahead.
Good morning.
Hi, Ryan. So
I guess two questions here. What was the background of the transaction and why it sell now? Can you provide some color around the process?
Absolutely. Chuck? Yes.
I want to just the proxy itself will give the details and some of the specifics as to how the transaction developed over a period of time. But I know you recently launched the credit on the company. And so there's some previous history that we've always been very transparent that the company always looks at strategy and ways in which we can capture shareholder value in reflection of our business plan. And if we see opportunities, we would certainly take those opportunities to the Board. I would say that this was a very strategic focus.
It was really intended to align the interest of our business plan as we go down this journey of transitioning out of coal. We've talked about the possibility of in continued efforts to get out of Four Corners to remove ourselves 100% from coal. We've adopted, as you know, recently the ESG governance metrics and continue to work towards building a stronger, more resilient type of infrastructure system. All that said and good all that is good and it makes a lot of sense and 2,040. But as you can appreciate on a standalone basis, 2,040.
But as you can appreciate on a standalone basis, a company of this size and executing the strategy and having such a challenge and its abilities to use its balance sheet to execute in all the different challenges that we have going forward that the opportunity to find a company, again, strategically find a company that aligns their interest up equally to ours, then with the benefit of a healthy balance sheet, a very strong ability to give that financial flexibility to our company as we execute our plans going forward. So you can if you think about just the size of credit facilities at PNM Resources, we have a $300,000,000 credit facility and we have some outstanding debt. But if you compare that size with Avangrid, they got $5,500,000,000 of credit facilities, including commercial paper, the holding company. So again, the financial flexibility, the financial health of the company and our ability to execute the plan is well aligned with their interest, and we feel confident that this was a very good strategic alignment for our companies.
Okay. And then one follow-up, how does this transaction the near term motivations around your 4 Corner interest? In some of the public filings, there was some language around contingency there. Can you elaborate around what the motivations are?
Yes. At this point, we're I can tell you, we are actively pursuing the opportunities of exiting Four Corners. We can't discuss specifics at this point, but I can tell you that our commitment that we contract operating contract expiration of 2,031 is very solid. And we hope very soon we'll be able to provide a little more details around our plans going forward. But that's certainly again part of our strategy of being coal free and exiting Four Corners to complete that strategy we have and also using the Energy Transition Act, which allows us with the exit of Four Corners to recover the undepreciated costs.
So again, we're on track to do what we said we're going to do. We're just not in lot of detail publicly at this point.
Does this transaction accelerate any timelines around decision making there or would things need to be contingent on the transaction closing for those plants to move forward?
Well, we're actually again, our goals of getting out of Four Corners was intended regardless of the transaction. So it's nothing new for us in regards to how we pursue that objective. I think the key part of it is the fact that the larger balance sheet, the ability to help us as we go forward with those kinds of decisions can help preserve our credit and our investment grade objectives that we have with our company today and release some of the challenges we have, and again pursuing the capital plans we have going forward, including potential exit of Four Corners. But also it's I'm sure you know that the savings for customers who are exiting Four Corners is very substantial. It certainly is going to be well received.
It allows us to add more renewables in New Mexico. Once again, the strategic alignment, Avangrid very strong in 24 states and having the renewable expertise and the ability to provide some additional options that we have going forward for meeting our carbon free objectives as we begin to see opportunities for more resources to be added to our system in New Mexico.
The next question comes from Paul Fremont of Mizuho. Please go ahead.
Great. Congratulations.
Thank you, Paul.
Just following up on Four Corners. I assume that the agreement, the termination agreement that you're sort of going to be obligated under only requires you to sort of initially file for the shutdown because I would assume it's you're not going to get any type of definitive answer before the merger would close? Or is there any obligation that the commission provides you with a ruling in whatever filings you make?
No. It's really more that we continue down the path of finding opportunities to exit Four Corners. We're well underway. Again, I can't discuss specifics at this point, but well underway with a plan that I can say that more aggressively continues to position ourselves to file for abandonment well before we expect this deal to be approved. And of course, you have to go through the regulatory process, which could anywhere be between 6 9 months.
So there could be some overlap in timing differences, but it really doesn't slow the process of exiting Four Corners in a timely manner to meet the objectives we laid out and parallel to that in pursuing the approval by the commission and approving the deal. So we're comfortable with the current plans we have in place and there could be some overlap in the regulatory timing, but certainly not an issue in our minds.
And then the other question for me is just were did you guys have conversations with any other parties other than Iberdrola? Or were they the only parties that you talked with?
Paul, again, as you know, the proxy will give you all the detail and the color of company A, B and C and maybe Z, I don't know. It's a
barn burner, Paul, we promise you.
But again, I want to say and make it clear that we were very strategically focused. And so we went through a very clear filtering process of how we think our strategy needs can best be executed. So that our goals and objectives of how we are as a standalone company today will be complicated complimented rather for any company that we would consider merging with. And so, sure, there's always a process of going through and having discussions, certainly, but it was a very strategic type of filtering process to get to a decision.
And Paul, we apologize for the fact that Lisa Goodman hasn't called you back lately. We've kept her a little busy.
Understood. Thank you.
You're welcome.
The next question comes from Tim Winter of Gabelli Funds. Please go ahead.
1st, congrats, Pat and Chuck. So you guys have done a great job over the years. I just punched in my computer, it looks like 8 60% total return since March of 2009. So congratulations. You guys $56 earlier in the year with 5% to 6% growth rate going forward.
If you can just maybe follow-up on just a little bit more on the previous couple of questions regarding the price and the process versus the partner is just want to make sure it's a competitive bidding process or were you just approached by Iberdrola or if there's any more color you can add there, that would be wonderful.
Thank you for your congratulations, Tim. And that sounds like a what have you done for me lately question. So I'm going to make Chuck answer it. Yes.
This is one of those questions you have to dance around a little bit because our attorney is in here too and
he's And he's looking at
He's looking at He's looking
at mask on, he's giving us the evil eye, okay, just so you know.
But Tim, thanks for your comment. I mean that you've been a long standing shareholder and withstand a lot of the ups and downs that you've seen with this company over the years and have always been very thorough and supportive and with constructive views towards our business plan. And again, just I have to be a little repetitive and say that this is a very strategic focus of the transaction to create an attractive value for shareholders. I can say my thoughts of the $56 stock price at some point was hard the whole sector was up and maybe hard for anyone to support valuations in the sector and maybe some of those valuations had other assumptions of M and A or whatever might be in there. But the point being is we know the fair value is solid, it's attractive and the strategic alignment, the strength in the balance sheet, you can see reinforced by the rating agencies quickly publishing their views towards the transaction, really does provide an attractive value.
It takes the execution risk away from existing shareholders. Although we do have some overlapping shareholders that are in the Avangrid stock, we feel like the stronger, more healthy balance sheet doesn't change our strategy going forward with the integration of the company, but that healthier balance sheet, we feel confident will lend itself to being very effective in executing the plans for those that remain in the Avangrid stock that overlap with BNM Resources. That's about all I can really tell you.
I appreciate it, Joc and Pat. Thank you and congratulations again.
Thank you.
Thank you, Jim.
The next question comes from Jonathan Reuter of Wells Fargo. Please go ahead.
Hey, good morning. Just wanted to echo the congratulations to Pat and Chuck and Don for the surviving entity, I suppose. Most of my questions have been asked already, but how does the deal impact your pursuit of decoupling in New Mexico? I know I think you recently pulled the application and that was going to kind of intertwine with the rate case. So now with the rate case perhaps getting pushed back, is that kind of back on the table for a 2021 kind of boost?
Well, Jonathan, I want to speak and thank you for the congratulations and your acknowledgement to Don. One of the things that we're proud about here is that we've got a great team here, and that Don will take over for us. The timing of decoupling would still be uncertain, but we'd still plan to pursue it. One of the nice things about Avangrid is that their utilities are coupled so that they have that stability. So timing TBD, but it is still something in the strategic goals.
Okay. But is it something that goes on the back burner because of this deal and maybe as part of the rate case so that the commission and kind of all your regulatory efforts can just focus on getting the deal approval?
Yes, I mean it's going to be more likely part of the rate case because as Pat pointed out, once we clarify of the legal discussions that are occurring with the interveners, which we're very comfortable with and solid in our views and we know we have legislation that backs it up. If you recall, we went through a lot of very similar challenges with ETA and whether it applied and how to think about that relative to our continued execution of our exit of San Juan. We just decided that it wasn't really going to serve any purpose to have this intervention and discussion through a rate hearing process that we'd be better off just filing for the decoupling, addressing the legal issues that were being discussed amongst interveners. And then we're perfectly fine. Our goal is it's a strategy, right?
Our goal is to get 100% decoupling in a manner in which we know the law is supporting us and decoupling in a manner in which we know the law is supporting us and we're very comfortable with if we need to filter that through the legal process and then applying that in the next rate case, so we can get down to more of the actual formula and how to apply that in the new rates as a result of that new rate case. Regardless of what happens, we're still very comfortable with how we view our business plan next year and our earnings potential that we've talked about in previous discussions. So nothing disrupts our ability to continue to execute our objectives that we've laid out.
Okay. Thanks. I have a little preview on 2021 earnings, Chuck. I wasn't expecting that.
Yes. You're welcome.
Neither were we, Jonathan.
Well, yes, John, well, I'm not going to say anymore, never mind. Congratulations on your Notre Dame number 3, right?
Yes, it's a very soft
For a while, enjoy while you can like I was enjoying Georgia for a while.
They won the first half.
Yes. Right, right, right. Hey, one other question. Any insight on the constitutional amendment and kind of maybe any local polling or kind of stuff like that as to how things might turn out with that going forward?
Jonathan, we haven't seen any polling. The Albuquerque Journal, when they do their election polls, didn't poll on either the constitutional amendments. They did, however, endorse the constitutional amendment and most of the newspapers have endorsed it. I would say most of the letters to the editor and the editorials in the paper are favorable to the amendment And this will be a democratic sweep probably in our state, and the governor is for it. So we're hopeful.
Great. Thanks for that color, Pat. Really appreciate it. Congrats and hoping that we'll get to see each other before this is all said and done.
We will, Jonathan.
Thanks, Jonathan.
Thank you.
The next question today comes from Paul Patterson of Glenrock Associates. Please go ahead.
Hey, congratulations. Thank you, Paul.
Thank you.
So, I've been going through some of the merger documents and I apologize if I missed this, but is there a breakup fee that you guys get if there's no approval? Can you give us a little bit more I see that there is some sort of parent termination. There is some fees there if you could just clarify a little bit how that works?
Sure. The breakup fee sort of sounds like if you're getting engaged, you get to get a break up, you get to keep the engagement ring.
Yes. I mean, there's a breakout that works.
Yes, that's kind of how it works. It will be a nice engagement ring. Sorry, go ahead Chuck.
Yes, there's a termination fee of 3% that's about $130,000,000 if you do the calculation, but it really is it's meant for Avangrid would have to pay that termination fee if they breach the covenant by not providing reasonable best efforts to attain the regulatory approval. So if the transaction does not get regulatory approval period, just gets denied, then they can there's no termination fee. But if they break the breach of the covenant and not putting forth the best efforts, then they would have to pay that termination
fee. Okay. So I mean it doesn't sound like you keep the engagement ring unless they don't engage the best efforts, right? So okay.
But also they have a reputation of really committing to the objective of pursuing this transaction to get the approval. So we're very comfortable that we're all on the same page and the efforts and works that are existing in the rollout of how we pursue this and the filings that we'll have and the regulatory filings in the next 30 days will give clarity as to what the net benefits are in New Mexico and the value it has for customers and other aspects of this relative to the community. So we're very comfortable that we have a good plan and we'll pursue it. And we're comfortable that having Grid with the support of Iberdrola will be very supportive of us in trying to get the regulatory approvals.
And Paul, my husband will be very upset if I kept somebody else's engagement ring. But as Chuck said, Avangrid has successfully closed all of the deals that they've been into and that's one of the things that we consider important to this. And if you look at the track record in New Mexico, right, the gas company was sold successfully and transacted for in El Paso successfully transacted for excuse me, JPMorgan successfully transacted for El Paso. So we believe looking at those transactions and with the strong story and commitment to customers that we'll be successful at our closing, both here and in New Mexico and in Texas and on the federal level.
Okay. So, Avangrid had their call just a little while ago and they were a little bit vague on their, to say the least, on the financing and stuff. Is there any sort of, again, I haven't been able to go through the entire document, but is there anything that's being promised to the state in terms of the financing of the transaction? Or is there anything you guys can add? I realize that you probably don't want to speak for how they're going to finance it.
But I'm just wondering in the context of the merger agreement or something, is there anything like that that sticks out?
Well, yes, there is a commitment letter from Ibadrola to Avangrid to support the financing of the transaction. And it's clearly, again without the details, I think, I have a great made some comments about I think anywhere from $3,600,000,000 to 4 point $3,000,000,000 potential support by EvaDrola as they pursue their business plan and discuss it more on their analyst call on November 5. But again, we're very comfortable. I think you can probably point to the rating agencies reactions, their notes that they provided this morning that obviously there's enough discussion and understanding about the financings and the objectives of the transaction and how it all comes together that they wouldn't be putting out notes like that.
Okay. That's helpful. That commitment letter is in the document.
Yes. No, I saw the commitment. I was just wondering if there was something like if there was some other sort of arrangement that had been discussed or what have you. Like I said, I haven't been able to go through it. So, yes, no, I definitely noticed that.
And but I take your comments as constructive. Okay. But anyway, I guess that's about it. My other questions have been answered. And again, congratulations.
Any thoughts what you're going to be doing, Pat?
Paul, no, not now. I mean, we've got a lot of work ahead of us in the next year and Chuck and I are focused on getting this great transaction closed and making sure that we stay focused on providing our customers with excellent service and making sure that our employees stay safe and focused, right? These things can be distracting and especially in the time of COVID. So we've got our hands full for a while. But thank you for asking.
Sure. Obviously. Congratulations again.
Thank you.
This concludes our question and answer session. I would like to turn the conference back over to Pat Van Stink Bolan for any closing remarks.
Thank you, Elisa, and thank you all for joining us today. And thank you all for your support that you've shown for us while we're on this journey to create values for all of our stakeholders, and we look forward to talking with you on our earnings call on the Friday before Halloween and then seeing many of you for our virtual EEI meeting. So please everyone stay healthy and stay safe. Thank you.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.