Financing

Financing Activities

PNMR

On September 23, 2011, PNMR entered into an agreement to purchase all of its outstanding Series A convertible preferred stock from Cascade. Cascade owned all of the 477,800 outstanding shares of the preferred stock, which were convertible into 4,778,000 shares of PNMR common stock. Upon signing, the agreement obligated PNMR to purchase the preferred stock at a 2% discount from the arithmetic mean of the daily volume weighted average price per share of PNMR's common stock on each trading day in the period beginning September 19, 2011 and ending on September 30, 2011 times the number of shares of PNMR common stock into which the preferred stock was convertible. The purchase of the preferred stock closed on October 5, 2011 with PNMR paying Cascade an aggregate purchase price of $73.5 million. The difference between the purchase price and the $100.0 million carrying value of the preferred stock is reflected as an addition to common stock in the Consolidated Financial Statements. PNMR utilized a borrowing under its revolving credit facility to fund the purchase of the preferred stock. Such borrowing was repaid on November 1, 2011 with a portion of the proceeds from the sale of First Choice. See Note 3.

On October 24, 2011, PNMR commenced a cash tender offer to purchase up to $50.0 million aggregate principal amount of its outstanding 9.25% Senior Unsecured Notes, Series A, due 2015. PNMR offered to pay a premium of up to 17%, depending on when the notes were tendered. The tender offer expired on November 21, 2011 and was oversubscribed. On November 22, 2011, PNMR purchased $50.0 million of the notes for $58.5 million, plus accrued and unpaid interest. PNMR recognized a loss of $9.2 million on the purchase, including transaction costs and write-off of the proportionate amount of the deferred costs of the original issuance of the notes, which is included in other deductions on the Consolidated Statements of Earnings (Loss). PNMR used a portion of the proceeds from the sale of First Choice to fund the purchase.

On November 4, 2011, PNMR entered into an agreement to purchase up to 7,019,550 shares of common stock from Cascade. Upon signing, the agreement obligated PNMR to purchase the common stock at a 2% discount from the arithmetic mean of the volume weighted average price on each trading day in the period beginning October 27, 2011 and ending November 9, 2011. The purchase of the common stock closed on November 10, 2011 with PNMR purchasing all 7,019,550 shares of common stock owned by Cascade for an aggregate purchase price of $125.7 million. The shares of common stock repurchased have become authorized but unissued shares, as determined by the Board. PNMR used a portion of the proceeds from the sale of First Choice to fund the purchase.

On December 14, 2012, PNMR entered into a $100.0 million Term Loan Agreement (the “PNMR Term Loan Agreement”) among PNMR, the lenders identified therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. Funding of the PNMR Term Loan Agreement occurred on December 27, 2012. PNMR borrowed $100.0 million under the agreement and used the funds to repay $100.0 million in borrowings made under the PNMR Revolving Credit Facility. PNMR pays interest on its borrowing under the agreement and must repay all amounts on or before December 27, 2013. The PNMR Term Loan Agreement includes customary covenants, including requirements to not exceed a maximum consolidated debt-to-consolidated capitalization ratio, and customary events of default. The PNMR Term Loan Agreement has a cross default provision and a change of control provision.

PNMR offers shares of PNMR common stock through the PNMR Direct Plan. PNMR utilizes shares of its common stock purchased on the open market, by an independent agent, rather than issuing additional shares to satisfy subscriptions under the PNMR Direct Plan. The shares of PNMR common stock utilized in the PNMR Direct Plan are offered under a SEC shelf registration statement that expires in August 2015.

For offerings of equity and debt securities registered with the SEC, PNMR has a shelf registration statement expiring in March 2014. This shelf registration statement has unlimited availability and can be amended to include additional securities, subject to certain restrictions and limitations.

PNM

On June 9, 2010, the City of Farmington, New Mexico and the Maricopa County, Arizona Pollution Control Corporation sold $403.8 million of new PCRBs to refund $403.8 million of callable PCRBs previously issued by the City of Farmington, New Mexico and the Maricopa County, Arizona Pollution Control Corporation. The proceeds from the prior bonds were used to finance a portion of the cost of certain pollution control systems, facilities, and related improvements at SJGS and PVNGS. The new PCRBs are collateralized by PNM senior unsecured notes, similar to PNM's other PCRBs.

On October 6, 2011, PNM priced a public offering of $160.0 million aggregate principal amount of its 5.35% Senior Unsecured Notes due 2021. The bonds were offered at 99.857% of face amount and the offering closed on October 12, 2011. Proceeds from the offering were used to repay outstanding short-term debt.

In April 2012, PNM filed an application with the NMPRC requesting approval to participate in the refunding of $20.0 million of PCRBs, which was approved in May 2012. PNM also received NMPRC authority to exercise the two one-year extension options under the PNM Revolving Credit Facility. In September 2012, PNM participated in the issuance of $20.0 million of new PCRBs by the City of Farmington, New Mexico, which bear interest at 2.54% and mature September 1, 2042 with a mandatory tender on June 1, 2017. The new PCRBs refunded a $20.0 million series of PCRBs, which bore interest at 5.15% and matured in 2037, that were redeemed at par and retired.

PNM has a shelf registration statement for the issuance of up to $440.0 million of senior unsecured notes that will expire in May 2014.

TNMP

In March 2009, TNMP issued $265.5 million aggregate principal amount of 9.50% First Mortgage Bonds, due 2019, Series 2009A (the “Series 2009A Bonds”). TNMP may redeem some or all of the bonds at any time at a redemption price that reflects a make-whole provision, plus accrued interest. The Series 2009A Bonds and the other first mortgage bonds described below are secured by a first mortgage on substantially all of TNMP's property.

Also, in March 2009, TNMP borrowed $50.0 million under a loan agreement (the “TNMP 2009 Term Loan Agreement”). Borrowings under the TNMP 2009 Term Loan Agreement were secured by $50.0 million aggregate principal amount of TNMP first mortgage bonds (the “Series 2009B Bonds”). Through hedging arrangements, TNMP established fixed interest rates for the TNMP 2009 Term Loan Agreement of 6.05% for the first three years and 6.30% thereafter. In January 2010, the hedging relationship was modified to reduce the fixed interest rate to 4.80% through March 25, 2012 and to 5.05% thereafter. The hedging obligations were also secured by the Series 2009B Bonds. The hedge was accounted for as a cash-flow hedge.

On September 30, 2011, TNMP entered into and borrowed $50.0 million under a Term Loan Credit Agreement (the "TNMP 2011 Term Loan Agreement") with JPMorgan Chase Bank, N.A. The TNMP 2011 Term Loan Agreement replaces the TNMP 2009 Term Loan Agreement. Borrowings under the TNMP 2011 Term Loan Agreement must be repaid by June 30, 2014 and are secured by $50.0 million aggregate principal amount of first mortgage bonds of TNMP (the "Series 2011A Bonds"). TNMP entered into hedging agreements whereby it effectively established fixed interest rates for such borrowing of 1.475% through March 30, 2014 and 1.985% thereafter, which is an effective rate of 3.566% over the life of the debt considering the amounts paid to exit the prior arrangements and enter into the new arrangements. The hedging obligations entered into in connection with the TNMP 2011 Term Loan Agreement are also secured by the Series 2011A Bonds. This hedge is accounted for as a cash-flow hedge and had a fair value loss of $0.3 million and $0.1 million at December 31, 2012 and 2011, using Level 2 inputs under GAAP determined using forward LIBOR curves under the mid-market convention to discount cash flows over the remaining term of the swap agreements.

Borrowing Arrangements Between PNMR and its Subsidiaries

PNMR has one-year intercompany loan agreements with its subsidiaries. Individual subsidiary loan agreements vary in amount up to $100.0 million and have either reciprocal or non-reciprocal terms. Interest charged to the subsidiaries is equivalent to interest paid by PNMR on its revolving borrowings. As of December 31, 2012 and 2011, TNMP had outstanding borrowings of $28.3 million and $0.7 million from PNMR. At February 22, 2013, TNMP had borrowings of $10.4 million from PNMR.

Short-term Debt

The TNMP Revolving Credit Facility is a $75.0 million revolving credit facility secured by $75.0 million aggregate principal amount of TNMP first mortgage bonds (the “Series 2009C Bonds”). In December 2010, the TNMP Revolving Credit Facility was amended and restated, which extended its expiration to December 16, 2015.

On October 31, 2011, PNMR entered into the PNMR Revolving Credit Facility, which has a financing capacity of $300.0 million, and PNM entered into the PNM Revolving Credit Facility, which has a financing capacity of $400.0 million. These facilities replaced existing facilities and provide for two one-year extension options, subject to approval by a majority of the lenders and, with respect to the PNM Revolving Credit Facility, regulatory approval. In October 2012, the first of the one-year extension options for the PNMR Revolving Credit Facility and the PNM Revolving Credit Facility were exercised extending the expiration of both facilities to October 31, 2017. The terms and conditions of the new facilities are substantially similar to the prior facilities. Each of these facilities contains one financial covenant that requires the maintenance of debt-to-capital ratios of less than or equal to 65%. These ratios reflect the present value of payments under the PVNGS and EIP leases as debt.

As discussed above, PNMR borrowed $100.0 million under the PNMR Term Loan Agreement in December 2012. PNMR used the funds to repay $100.0 million in borrowings made under the PNMR Revolving Credit Facility.

At December 31, 2012, the weighted average interest rate was 1.96% for the PNMR Revolving Credit Facility, 1.335% for the PNMR Term Loan Agreement, and 1.71% for the PNM Revolving Credit Facility. The TNMP Revolving Credit Facility had no borrowings outstanding at December 31, 2012. Short-term debt outstanding consists of:



	December 31,
Short-term Debt	2012		2011
	(In thousands)
PNM Revolving Credit Facility	$	21,100	$	66,000
TNMP Revolving Credit Facility	—		—
PNMR
Revolving Credit Facility	37,600		16,700
PNMR Term Loan Agreement	100,000		N/A
Local line of credit	*		—
	$	158,700	$	82,700

* This line of credit was allowed to expire in August 2012.

In addition to the above borrowings, PNMR, PNM, and TNMP had letters of credit outstanding of $11.3 million, $3.5 million, and $0.3 million at December 31, 2012 that reduce the available capacity under their respective revolving credit facilities.

At February 22, 2013, PNMR, PNM, and TNMP had $264.5 million, $288.8 million, and $49.7 million of availability under their respective revolving credit facilities and local lines of credit, including reductions of availability due to outstanding letters of credit. Total availability at February 22, 2013, on a consolidated basis, was $603.0 million for PNMR. At February 22, 2013, PNMR had invested cash of $2.8 million. PNM and TNMP had no invested cash at February 22, 2013.

Long-Term Debt

Information concerning long-term debt outstanding is as follows:



	December 31,
Long-term Debt	2012			2011
	(In thousands)
PNM Debt
Senior Unsecured Notes, Pollution Control Revenue Bonds:
4.875% due 2033	$	146,000		$	146,000
5.15% due 2037	—			20,000
6.25% due 2038	36,000			36,000
4.75% due 2040, mandatory tender at June 1, 2017	37,000			37,000
5.20% due 2040, mandatory tender at June 1, 2020	40,045			40,045
5.90% due 2040	255,000			255,000
6.25% due 2040	11,500			11,500
2.54% due 2042, mandatory tender at June 1, 2017	20,000			—
4.00% due 2043, mandatory tender at June 1, 2015	39,300			39,300
5.20% due 2043, mandatory tender at June 1, 2020	21,000			21,000
Senior Unsecured Notes:
7.95% due 2018	350,000			350,000
7.50% due 2018	100,025			100,025
5.35% due 2021	160,000			160,000
Other, including unamortized discounts	(291		)	(330		)
	1,215,579			1,215,540
Less current maturities	—			—
	1,215,579			1,215,540
TNMP Debt
First Mortgage Bonds:
2011 Term Loan Agreement, due 2014	50,000			50,000
9.50% due 2019, Series 2009A	265,500			265,500
Other, including unamortized discounts	(3,911		)	(4,537		)
	311,589			310,963
Less current maturities	—			—
	311,589			310,963
PNMR Debt
Senior unsecured notes, 9.25% due 2015	142,592			142,592
Other	2,530			4,918
	145,122			147,510
Less current maturities	2,530			2,387
	142,592			145,123
Total Consolidated PNMR Debt	1,672,290			1,674,013
Less current maturities	2,530			2,387
	$	1,669,760		$	1,671,626

Reflecting mandatory tender dates, long-term debt matures as follows:



	PNMR		PNM		TNMP		PNMR Consolidated
	(In thousands)
2013	$	2,530	$	—	$	—	$	2,530
2014	—		—		50,000		50,000
2015	142,592		39,300		—		181,892
2016	—		—		—		—
2017	—		57,000		—		57,000
Thereafter	—		1,119,570		265,500		1,385,070
Total	$	145,122	$	1,215,870	$	315,500	$	1,676,492