PNM Resources (NYSE: PNM) announced today it has priced an underwritten public offering of 5,375,000 shares of its common stock for approximate gross proceeds of $260.7 million in connection with the forward sale agreements described below. The offering was upsized from the previously announced 4,900,000 shares of common stock. Subject to certain conditions, all shares are expected to be borrowed by the forward purchasers (as defined below) (or their respective affiliates) from third parties and sold to the underwriters and offered in connection with such forward sale agreements. Citigroup, BofA Securities, Wells Fargo Securities, LLC and Evercore Group L.L.C. are acting as the joint book-running managers for this offering and Citigroup and BofA Securities are acting as representatives of the underwriters of the offering. The underwriters may offer shares of PNM Resources' common stock in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices, at prices related to market prices or at negotiated prices. Closing of the offering is expected to occur on or about January 10, 2020, subject to customary closing conditions.
In connection with the offering, PNM Resources entered into separate forward sale agreements with affiliates of each of Citigroup Global Markets Inc. and BofA Securities (in such capacities, the forward purchasers) under which PNM Resources agreed to issue and sell to the forward purchasers an aggregate of 5,375,000 shares of its common stock, in each case at an initial forward sale price per share of $47.21, subject to certain adjustments, upon physical settlement of the forward sale agreements. In addition, the underwriters of the offering have been granted a 30-day option to purchase up to an additional 806,250 shares of PNM Resources' common stock upon the same terms. If the underwriters exercise their option, PNM Resources may elect to enter into additional forward sale agreements with the forward purchasers with respect to the additional shares or to issue and sell such shares directly to the underwriters.
Settlement of the forward sale agreements is expected to occur no later than 12 months following the completion of the offering.PNM Resources may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of its rights or obligations under the forward sale agreements. PNM Resources will not initially receive any proceeds from the sale of its shares by the forward purchasers to the underwriters.
If PNM Resources elects physical settlement of the forward sale agreements, it expects to use the net proceeds for general corporate purposes, which may include repayment of borrowings under its unsecured revolving credit facility or other debt.