UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of earliest event reported) | ||||||
| November 2, 2020 |
| Commission File Number |
Name of Registrants, State of Incorporation, Address Of Principal Executive Offices and |
I.R.S. Employer Identification No. | ||
| (Exact name of registrant) |
||||
| (A |
||||
| ( (address) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 40.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 40.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Registrant |
Title of each class |
Trading Symbol(s) |
Name of exchange on which registered | |||
| PNM Resources, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
As previously disclosed, on October 20, 2020, PNM Resources, Inc., a New Mexico corporation (“PNMR”), Avangrid, Inc. (“Avangrid”), a New York corporation, and NM Green Holdings, Inc., a New Mexico corporation and wholly-owned subsidiary of Avangrid (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into PNMR (the “Merger”), with PNMR surviving the Merger as a direct wholly-owned subsidiary of Avangrid.
As required by the Merger Agreement, effective November 2, 2020, PNMR entered into the Second Amendment (the “Second Amendment”) to Third Amended and Restated PNM Resources, Inc. Direct Plan (the “Direct Plan”), which among other matters, terminated the right to purchase shares of PNMR common stock under the Direct Plan with respect to any cash dividends and optional cash investments that are not received by noon Eastern Time on November 17, 2020. No purchases of shares of PNMR common stock under the Direct Plan will occur after November 18, 2020.
The foregoing description of certain provisions of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, which is filed as Exhibit 99.1, and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Second Amendment to Third Amended and Restated PNM Resources, Inc. Direct Plan, as amended, effective as of November 2, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| PNM RESOURCES, INC. (Registrants) | ||||||
| Date: November 2, 2020 | By: | /s/ Henry E. Monroy | ||||
| Name: | Henry E. Monroy | |||||
| Title: | Vice President and Corporate Controller | |||||