TXNM Energy, Inc. (TXNM)
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Investor Update

Oct 21, 2020

Operator

Good day, welcome to the PNM Resources conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. 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.

Lisa Goodman
Director of Investor Relations, PNM Resources

Thank you, Alyssa. 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 in 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?

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

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 Iberdrola 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 exceptional service to PNM and TNMP customers. Our industry is navigating an 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 third 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-19 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. We knew 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 four 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 five 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, 2045 carbon-free mandate, and abundant wind and solar potential.

Avangrid is a leading sustainable energy company in the U.S., with its 2035 carbon neutral generation target and commitment to the United Nations sustainable development goals. Our plans to exit coal and achieve 100 emissions-free energy by 2040 fit nicely with these goals and ensures that our plans for the San Juan and Four Corners coal plants will move forward. Turning to slide six, the combined entity will be comprised of $40 billion in assets across 24 states, and is well-positioned for continued growth opportunities. Iberdrola, the combined entity's largest shareholder, is the third 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 seven 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 often complemented by the evening production of high-capacity wind farms. Avangrid's wind capacity in New Mexico includes a nearly completed 306 MW wind farm that will serve PNM customers. Slide eight 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&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. The combined entity recognizes the value of local teams, and our New Mexico and Texas headquarters will remain, and 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. 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 caring 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.

Chuck Eldred
EVP, PNM Resources

Thanks, Pat. Slide eight also includes benefits to shareholders from the all-cash transaction and growth opportunities. I'd like to point out that PNM Resources expects to continue its dividend policy through 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 nine, this transaction is financially attractive 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 first full year. The financing structure does not include new debt to finance the transaction and was intended to maintain a healthy balance sheet and liquidity position.

S&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 Iberdrola's access to global 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?

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Thanks, Chuck. Well said. Sometimes maybe we've had a little bit too much fun here. 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 from his role. Don Tarry, our current Chief Financial Officer, will lead the continued operations. Two 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&A, I'd like to remind you that we do have a scheduled earnings call next Friday, the 30th, very close to Halloween, folks. I ask that you wait until then to ask questions on earnings. Alyssa, let's open it up for questions.

Operator

Thank you. We will now begin the question- and- answer session. To ask a question, you may press star then one on your touchtone phone. If you are using a speakerphone, please pickup your handset before pressing the key,. To withdraw your question, please press star then two. The first question today comes from Julien Dumoulin-Smith of Bank of America. Please go ahead.

Julien Dumoulin-Smith
Analyst, Bank of America

Good morning to you. Thank you so much, and congratulations to all of you.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Well, thank you, Julien. Congratulations to you on your number one ranking.

Julien Dumoulin-Smith
Analyst, Bank of America

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 explicit you want to be about that yet. Can we talk a little bit about how those two line up in light of the deal?

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Yeah. Julien, I'll start and talk about the workforce and then let Chuck talk to you about the rate case. 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. We are going to continue to have the great PNM and TNMP and PNM Resources employees serving our customers. That's a very attractive feature to us.

Chuck Eldred
EVP, PNM Resources

Yeah. Julien, hey, let me just kind of remind you that the retirement of San Juan, as you know, is scheduled to close in June 30 of next year. The ratemaking 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 the rate increase in July of 2022. 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. Likely 30 days after the transaction is approved, we'd file a general rate case in New Mexico. That could result in, again, depending on when the transaction is approved, it could be anywhere from a two or three-month type of delay. 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 in the delay from what we have in rates, and we'll get the O&M savings, and there'll be a benefit to fuel as well on the fuel clause.

Julien Dumoulin-Smith
Analyst, Bank of America

Got it. Excellent. If you don't mind reminding us how you think about net benefits for the state here as well to illustrate the merits of the transaction, if you can speak to that a little bit for the other stakeholders here.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Yeah. 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. 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.

Julien Dumoulin-Smith
Analyst, Bank of America

Got it. I'll leave it there. Thank you, guys.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Thank you.

Chuck Eldred
EVP, PNM Resources

Thank you.

Operator

The next question comes from Ryan Levine with Citi. Please go ahead.

Ryan Levine
Analyst, Citi

Good morning.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Hi, Ryan.

Ryan Levine
Analyst, Citi

Hey. I guess two questions here. What was the background of the transaction and why sell now? Can you provide some color around the process?

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Absolutely. Chuck?

Chuck Eldred
EVP, PNM Resources

Yeah. The proxy itself will give the details and some of the specifics as to how the transaction developed over a period of time. I know you've 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. 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 and 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 is good, and it makes a lot of sense, and certainly, in some ways, puts ourself in a commitment ahead of a lot of utilities in the country in coming up with a goal of carbon-free by 2040.

As you can appreciate, on a standalone basis, a company of this size and executing a strategy and having such a challenge in its abilities to use its balance sheet to execute on all the different challenges that we have going forward, that the opportunity to find a company, again, strategically, find a company that aligns their interests up equally to ours, 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. If you think about just the size of credit facilities at PNM Resources, we have a $300 million credit facility, and we have some outstanding debt. If you compare that size with Avangrid, they got $5.5 billion of credit facilities, including commercial paper at the holding company.

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.

Ryan Levine
Analyst, Citi

Okay. One follow-up. How does this transaction affect the near-term motivations around your Four Corners interests? In some of the public filings, there was some language around contingencies there. Could you elaborate around what the motivations are?

Chuck Eldred
EVP, PNM Resources

Yeah. At this point, 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've said publicly of exiting Four Corners prior to the operating contract expiration in 2031 is very solid, and we hope very soon we'll be able to provide a little more details around our plans going forward. That's certainly, again, part of our strategy of being coal-free and exiting Four Corners to complete that strategy we have. Also using the Energy Transition Act, which allows us, with the exit of Four Corners, to recover the undepreciated costs. Again, we're on track to do what we said we're going to do. We're just not in position to provide a lot of detail publicly at this point.

Ryan Levine
Analyst, Citi

Does this transaction accelerate any timelines around decision-making there, or would things need to be contingent on the transaction closing for those plans to move forward?

Chuck Eldred
EVP, PNM Resources

Well, 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 relieve some of the challenges we have in, again, pursuing the capital plans we have going forward, including potential exit of Four Corners. Also, 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.

Ryan Levine
Analyst, Citi

Okay. Thank you.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Thanks, Ryan.

Operator

The next question comes from Paul Fremont of Mizuho. Please go ahead.

Paul Fremont
Analyst, Mizuho

Great. Congratulations.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Thank you, Paul.

Paul Fremont
Analyst, Mizuho

Just following up on Four Corners, I assume that 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 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?

Chuck Eldred
EVP, PNM Resources

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 the 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. Of course, you have to go through the regulatory process, which could anywhere between six and nine months. There could be some overlap and 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 approving the deal.

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.

Paul Fremont
Analyst, Mizuho

The other question from me is just did you guys have conversations with any other parties other than Iberdrola, or were they the only parties that you talked with?

Chuck Eldred
EVP, PNM Resources

Yeah, 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.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

It'll be the barn burner, Paul, we promise you.

Chuck Eldred
EVP, PNM Resources

Again, I want to say and make it clear that we were very strategically focused. We went through a very clear filtering process of how we think our strategy can best be executed so that our goals and objectives of how we are as a standalone company today will be complicated, complemented rather, for any company that we would consider merging with. 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.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Paul, we apologize for the fact that Lisa Goodman hasn't called you back lately. We've kept her a little busy.

Paul Fremont
Analyst, Mizuho

Understood. Thank you.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

You're welcome.

Operator

The next question comes from Tim Winter of Gabelli Funds. Please go ahead.

Tim Winter
Analyst, Gabelli Funds

Congrats, Pat and Chuck. You guys have done a great job over the years. I just punched in my computer. It looks like 860% total return since March 2009. Congratulations. You guys, $56 earlier in the year, with a 5%-6% growth rate going forward. If you could just maybe follow up just a little bit more on the previous couple of questions regarding the price and the process versus the partner. Make sure it's a competitive bidding process or were you just approached by Iberdrola? If there's any more color you can add there, that would be wonderful.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Well, thank you for your congratulations, Tim. That sounds like a what have you done for me lately question. I'm going to make Chuck answer it.

Chuck Eldred
EVP, PNM Resources

This is one of those questions you have to dance around a little bit because our attorney's in here too.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Even with a mask on, he's giving us the evil eye, okay? Just so you know.

Chuck Eldred
EVP, PNM Resources

Tim, thanks for your comment. You've been a longstanding shareholder and have 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. Again, 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 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&A or whatever might be in there.

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 into Avangrid stock, we feel like the stronger, more healthy balance sheet doesn't change our strategy going forward with the integration of the company. 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 PNM Resources. That's about all I can really tell you.

Tim Winter
Analyst, Gabelli Funds

I appreciate it, Chuck and Pat. Thank you, and congratulations again.

Chuck Eldred
EVP, PNM Resources

Thank you.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Thank you, Tim.

Operator

The next question comes from Jonathan Reeder of Wells Fargo. Please go ahead.

Jonathan Reeder
Analyst, Wells Fargo

Hey, good morning. Just wanted to echo the congratulations to Pat and Chuck and Don for the surviving entity, I suppose. How does the deal impact your pursuit of decoupling in New Mexico? I think you recently pulled the application, that was going to kind of intertwine with the rate case. Now with the rate case perhaps getting pushed back, is that kind of back on the table for a 2021 kind of boost?

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

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 decoupled so that they have that stability. Timing TBD, but it is still something in the strategic goals.

Jonathan Reeder
Analyst, Wells Fargo

Okay. Is it something that goes on the back burner because of this deal and maybe as part of the rate case? That the Commission and kind of all your regulatory efforts can just focus on getting the deal approval?

Chuck Eldred
EVP, PNM Resources

Yeah. It's going to be more likely part of the rate case, because as Pat pointed out, once we clarify some of the legal discussions that are occurring with the intervenors, 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 intervenors. 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 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. Nothing disrupts our ability to continue to execute our objectives that we've laid out.

Jonathan Reeder
Analyst, Wells Fargo

Okay, thanks for that little preview on 2021 earnings, Chuck. I wasn't expecting that.

Chuck Eldred
EVP, PNM Resources

Yeah. You're welcome.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Neither were we, Jonathan.

Chuck Eldred
EVP, PNM Resources

Well, I'm not going to say anymore. Never mind. Congratulations on your Notre Dame number three, right?

Jonathan Reeder
Analyst, Wells Fargo

Yeah, that's a very soft-

Chuck Eldred
EVP, PNM Resources

For a while.

Jonathan Reeder
Analyst, Wells Fargo

Yeah.

Chuck Eldred
EVP, PNM Resources

For a while. Enjoy it while you can. Like I was enjoying Georgia for a while.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

They won the first half.

Chuck Eldred
EVP, PNM Resources

Yeah.

Jonathan Reeder
Analyst, Wells Fargo

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?

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Jonathan, we haven't seen any polling. The Albuquerque Journal, when they do their election poll, didn't poll on either of 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. The Governor is for it, so we're hopeful.

Jonathan Reeder
Analyst, Wells Fargo

Great. No, thanks for that color, Pat. Really appreciate it.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Okay.

Jonathan Reeder
Analyst, Wells Fargo

Congrats, and hoping that we'll get to see each other before this is all said and done.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Oh, we will, Jonathan.

Chuck Eldred
EVP, PNM Resources

Thanks, Jonathan.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Thank you.

Operator

As a reminder, if you have a question, please press star then one. The next question today comes from Paul Patterson of Glenrock Associates. Please go ahead.

Paul Patterson
Analyst, Glenrock Associates

Hey, congratulations.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Thank you, Paul.

Chuck Eldred
EVP, PNM Resources

Thank you.

Paul Patterson
Analyst, Glenrock Associates

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.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Sure. The breakup fee sort of sounds like if you're getting engaged, and it breaks up, you get to keep the engagement ring.

Chuck Eldred
EVP, PNM Resources

Yeah. There's a breakup fee.

Paul Patterson
Analyst, Glenrock Associates

Is that how it works?

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Yeah, that's kind of how it works. It'll be a nice engagement ring. Sorry, go ahead, Chuck.

Chuck Eldred
EVP, PNM Resources

Yeah, there's a termination fee up to 3% that's about $130 million if you do the calculation. It's meant for if Avangrid would have to pay that termination fee if they breach the covenant by not providing reasonable best efforts to attain the regulatory approval. If the transaction does not get regulatory approval, just gets denied, then there's no termination fee. If they break the breach of the covenant and not putting forth the best efforts, then they would have to pay that termination fee.

Paul Patterson
Analyst, Glenrock Associates

Okay. It doesn't sound like you keep the engagement ring unless they don't engage the best efforts, right?

Chuck Eldred
EVP, PNM Resources

Right.

Paul Patterson
Analyst, Glenrock Associates

Okay.

Chuck Eldred
EVP, PNM Resources

Also, they have a reputation of really committing to the objective of pursuing this transaction to get the approval. We're very comfortable that we're all on the same page in 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 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. We're very comfortable that we have a good plan, and we'll pursue it. We're comfortable that Avangrid, with the support of Iberdrola, will be very supportive of us in trying to get the regulatory approvals.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Paul, my husband will be very upset if I kept somebody else's engagement ring. 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. If you look at the track record in New Mexico, right, the gas company was sold successfully and transacted for, I mean El Paso successfully transacted for, e xcuse me, JP Morgan successfully transacted for El Paso. We believe, looking at those transactions and with the strong story and commitment to customers, that we'll be successful in our closing, both here and in New Mexico and in Texas, and on the federal level, so.

Paul Patterson
Analyst, Glenrock Associates

Okay. 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?

Chuck Eldred
EVP, PNM Resources

Well, yeah. There is a commitment letter from Iberdrola to Avangrid to support the financing of the transaction.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Yeah.

Chuck Eldred
EVP, PNM Resources

It's clearly, again, without the details, Avangrid made some comments about anywhere from $3.6 billion-$4.3 billion of potential support by Iberdrola as they pursue their business plan and discuss it more on their analyst call on November 5th. 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.

Paul Patterson
Analyst, Glenrock Associates

Okay. That's helpful.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

That commitment letter is in the document.

Paul Patterson
Analyst, Glenrock Associates

Yeah. 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. Yeah, no, I definitely noticed that, and I take your comments as constructive.

Chuck Eldred
EVP, PNM Resources

Okay.

Paul Patterson
Analyst, Glenrock Associates

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?

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

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, especially in the time of COVID. We've got our hands full for a while. Thank you for asking.

Paul Patterson
Analyst, Glenrock Associates

Sure. Obviously. Congratulations again.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Thank you.

Operator

This concludes our question- and- answer session. I would like to turn the conference back over to Pat Vincent-Collawn for any closing remarks.

Pat Vincent-Collawn
Chairman, President, and CEO, PNM Resources

Thank you, Alyssa, 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. 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. Please, everyone, stay healthy and stay safe. Thank you.

Operator

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.