Financing

Financing Activities

PNMR

In the year ended December 31, 2013, PNMR purchased $23.8 million aggregate principal amount of its outstanding 9.25% Senior Unsecured Notes, Series A, due 2015, through several open-market purchases, for $26.9 million plus accrued and unpaid interest. PNMR recognized losses of $3.3 million on these purchases, including transaction costs and write-off of the proportionate amount of the deferred costs of the original issuance of the notes, which are included in Other deductions on the Consolidated Statements of Earnings.

On December 14, 2012, PNMR entered into a $100.0 million Term Loan Agreement (as amended and restated, the “PNMR Term Loan Agreement”) among PNMR, the lenders identified therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. 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. On December 27, 2013, PNMR entered into an agreement that amended and restated the PNMR Term Loan Agreement extending the maturity date to December 26, 2014 from December 27, 2013. On December 22, 2014, PNMR entered into another agreement that amends and restates the PNMR Term Loan Agreement extending the maturity date to December 21, 2015. 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.

PNM

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.

On April 22, 2013, PNM entered into a $75.0 million Term Loan Agreement (the “PNM 2013 Term Loan Agreement”) among PNM, the lenders identified therein, and Union Bank, N.A., as Administrative Agent. Funding of the PNM 2013 Term Loan Agreement occurred on April 22, 2013, at which time the funds were used to repay $75.0 million in borrowings made under the PNM Revolving Credit Facility.

On March 5, 2014, PNM entered into a new $175.0 million Term Loan Agreement (the “PNM 2014 Term Loan Agreement”) among PNM and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Lender and Administrative Agent. On March 5, 2014, PNM used a portion of the funds borrowed under the PNM 2014 Term Loan Agreement to repay all amounts outstanding under the PNM 2013 Term Loan Agreement. PNM also used the funds to repay other short-term amounts outstanding. The PNM 2013 Term Loan Agreement would otherwise have terminated on October 21, 2014. There were no prepayment penalties paid in connection with the termination of the PNM 2013 Term Loan Agreement. The PNM 2014 Term Loan Agreement bears interest at a variable rate, which was 1.11% at December 31, 2014, must be repaid on or before September 4, 2015, and is reflected in current maturities of long-term debt on the Consolidated Balance Sheets. The PNM 2014 Term Loan Agreement includes customary covenants, including requirements to not exceed a maximum consolidated debt-to-capital ratio and customary events of default. The PNM 2014 Term Loan Agreement has a cross default provision and a change of control provision.

On December 22, 2014, PNM entered into a new multi-draw term loan facility (the “PNM Multi-draw Term Loan”) with JPMorgan Chase Bank, N.A., as Lender and Administrative Agent. The $125.0 million facility has a maturity date of June 21, 2016. At December 31, 2014, outstanding borrowings under the PNM Multi-draw Term Loan were $100.0 million and remaining capacity was $25.0 million. The PNM Multi-draw Term Loan bears interest at a variable rate, which was 0.75% at December 31, 2014. The PNM Multi-draw Term Loan includes customary covenants, including requirements to not exceed a maximum consolidated debt-to-consolidated capitalization ratio and customary events of default. The PNM Multi-draw Term Loan Agreement has a cross default provision and a change of control provision.

PNM has a shelf registration statement for the issuance of up to $500.0 million of senior unsecured notes that will expire in May 2017.

TNMP

On September 30, 2011, TNMP entered into the TNMP 2011 Term Loan Agreement and borrowed $50.0 million under it. Borrowings under the TNMP 2011 Term Loan Agreement were due by June 30, 2014. TNMP entered into hedging agreements whereby it effectively established fixed interest rates for such borrowing over the life of the debt. This hedge was accounted for as a cash-flow hedge and had a fair value loss of $0.2 million at December 31, 2013, 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.

On March 6, 2013, TNMP commenced an offer to exchange any and all of TNMP’s $265.5 million aggregate principal amount outstanding 9.50% First Mortgage Bonds, due 2019, Series 2009A, for a new series of 6.95% First Mortgage Bonds, due 2043, Series 2013A, and up to $140 in cash for each $1,000 of bonds exchanged. Settlement of the exchange offer occurred on April 3, 2013. Upon settlement, TNMP issued $93.2 million of 6.95% First Mortgage Bonds and paid an aggregate of $13.0 million in cash in exchange for $93.2 million of 9.50% First Mortgage Bonds, in addition to payment of accrued and unpaid interest on the exchanged bonds. The exchange resulted in a premium on the 6.95% First Mortgage Bonds reflecting the contractual interest rate being in excess of the market rate of interest on the date of the exchange. The premium amounted to $23.2 million, after reduction for the cash paid in the exchange. A regulatory asset was recorded offsetting the premium, including the cash consideration paid in the exchange.

On December 9, 2013, TNMP entered into an agreement (the “TNMP 2013 Bond Purchase Agreement”), which provided that TNMP would issue $80.0 million aggregate principal amount of 4.03% first mortgage bonds, due 2024 (the “Series 2014A Bonds”) on or about June 27, 2014, subject to satisfaction of certain conditions. TNMP issued the Series 2014A Bonds on June 27, 2014. TNMP used $50.0 million of the proceeds to repay the full outstanding amount of the TNMP 2011 Term Loan Agreement and used the remaining $30.0 million of proceeds to reduce short-term debt. In accordance with GAAP, borrowings under the TNMP 2011 Term Loan Agreement were reflected as being long-term in the Consolidated Balance Sheet at December 31, 2013 since the TNMP 2013 Bond Purchase Agreement demonstrated TNMP’s ability and intent to re-finance the TNMP 2011 Term Loan Agreement on a long-term basis.

Short-term Debt

The PNMR Revolving Credit Facility has a financing capacity of $300.0 million and the PNM Revolving Credit Facility has a financing capacity of $400.0 million. In December 2014, both of these facilities were amended to extend their maturity from October 31, 2018 to October 31, 2019. In addition, the amendments provide for an additional one-year extension option for each facility, subject to approval by a majority of the lenders. 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 TNMP Revolving Credit Facility matures on September 18, 2018. Each of these facilities contains one financial covenant that requires the maintenance of debt-to-capital ratios of less than or equal to 65%. For PNMR and PNM, these ratios reflect the present value of payments under the PVNGS leases as debt.

On January 8, 2014, PNM entered into a new $50.0 million unsecured revolving credit facility (the “PNM New Mexico Credit Facility”) by and among PNM, the lenders identified therein, U.S. Bank National Association, as Administrative Agent, and BOKF, NA dba Bank of Albuquerque, as Syndication Agent. The nine participating lenders are all banks that have a significant presence in New Mexico and PNM’s service territory or are headquartered in New Mexico. The PNM New Mexico Credit Facility expires on January 8, 2018 and contains covenants and conditions similar to those in the PNM Revolving Credit Facility.

At December 31, 2014, interest rates on outstanding borrowings were 1.02% for the PNMR Term Loan Agreement (discussed under Financing Activities above), 1.67% for the PNMR Revolving Credit Facility, and 1.17% for the TNMP Revolving Credit Facility. The PNM Revolving Credit Facility and the PNM New Mexico Credit Facility had no borrowings outstanding at December 31, 2014. Short-term debt outstanding consists of:



	December 31,
Short-term Debt	2014		2013
	(In thousands)
PNM:
Revolving Credit Facility	$	—	$	49,200
PNM New Mexico Credit Facility	—		—
TNMP Revolving Credit Facility	5,000		—
PNMR
Revolving Credit Facility	600		—
PNMR Term Loan Agreement	100,000		100,000
	$	105,600	$	149,200

In addition to the above borrowings, PNMR, PNM, and TNMP had letters of credit outstanding of $7.7 million, $3.2 million, and $0.1 million at December 31, 2014 that reduce the available capacity under their respective revolving credit facilities.

At February 20, 2015, PNMR, PNM, and TNMP had $291.5 million, $386.8 million, and $54.9 million of availability under their respective revolving credit facilities, including reductions of availability due to outstanding letters of credit, and PNM had $35.0 million of availability under the PNM New Mexico Credit Facility. Total availability at February 20, 2015, on a consolidated basis, was $768.2 million for PNMR. At February 20, 2015, PNMR had invested cash of $1.9 million, PNM had invested cash of $42.5 million, and TNMP had no invested cash. The above availability does not include remaining capacity of $25.0 million available under the PNM Multi-draw Term Loan at February 20, 2015.

Long-Term Debt

Information concerning long-term debt outstanding is as follows:



	December 31,
Long-term Debt	2014			2013
	(In thousands)
PNM Debt
Senior Unsecured Notes, Pollution Control Revenue Bonds:
4.875% due 2033	$	146,000		$	146,000
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			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
PNM Term Loan Agreement due 2014	—			75,000
PNM Term Loan Agreement due 2015	175,000			—
PNM Multi-draw Term Loan due 2016	100,000			—
Unamortized premiums (discounts)	(213		)	(252		)
	1,490,657			1,290,618
Less current maturities	214,300			75,000
	1,276,357			1,215,618
TNMP Debt
First Mortgage Bonds:
2011 Term Loan Agreement, due 2014	—			50,000
9.50% due 2019, Series 2009A	172,302			172,302
6.95% due 2043, Series 2013A	93,198			93,198
4.03% due 2024, Series 2014A	80,000			—
Unamortized premiums (discounts)	20,167			20,536
	365,667			336,036
Less current maturities	—			—
	365,667			336,036
PNMR Debt
Senior unsecured notes, 9.25% due 2015	118,766			118,766
Less current maturities	118,766			—
	—			118,766
Total Consolidated PNMR Debt	1,975,090			1,745,420
Less current maturities	333,066			75,000
	$	1,642,024		$	1,670,420

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



	PNMR		PNM		TNMP		PNMR Consolidated
	(In thousands)
2015	$	118,766	$	214,300	$	—	$	333,066
2016	—		100,000		—		100,000
2017	—		57,000		—		57,000
2018	—		450,025		—		450,025
2019	—		—		172,302		172,302
Thereafter	—		669,545		173,198		842,743
Total	$	118,766	$	1,490,870	$	345,500	$	1,955,136

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 short-term borrowings. As of December 31, 2014 and 2013, PNM had outstanding borrowings of zero and $32.5 million and TNMP had outstanding borrowings of $22.7 million and $29.4 million from PNMR. At February 20, 2015, PNM and TNMP had borrowings of zero and $17.3 million from PNMR.