New Mexico Attorney General Seeks PRC Transparency in TXNM Energy Deal

The New Mexico Department of Justice filed a formal joinder asking the New Mexico Public Regulation Commission to order TXNM Energy, Troy ParentCo LLC, and related entities to show cause over an 8,000,000-share issuance that NMDOJ says was exchanged for $400,000,000 to a Blackstone affiliate and executed alongside a merger agreement. The pleading, titled "Notice of Joinder and Brief Supporting Motion for Order to Show Cause Directed to Joint Applicants," frames the stock purchase as integrated with the merger and contends that statutory oversight under Section 62-6-12 of the Public Utilities Act was required.

Attorney General Raúl Torrez framed the filing as a compliance and public-interest imperative, saying: "This acquisition must proceed in full compliance with the law. State law requires oversight when public utility stock is issued in connection with a transaction like this. We are asking the Commission to ensure that all legal requirements are satisfied and that the public interest remains the guiding priority." NMDOJ’s brief adds legal heft to that posture, stating: "This is not a neutral investment. The record shows the stock purchase was integrated with the merger and used to secure votes in favor of the acquisition. Such actions demand Commission review to preserve transparency and protect ratepayers."

The department’s filing invokes three core principles it says the PRC must enforce: "Prior PRC approval is required for stock acquisitions involving public utilities"; "Regulatory oversight ensures transactions serve the public interest, preventing market concentration and safeguarding consumers"; and "Failure to comply may render the transaction void, impacting the proposed merger." NMDOJ warns that if Section 62-6-12 was not satisfied, the 8,000,000-share issuance could be voided, a legal outcome that the filing says would directly affect the viability of the proposed merger and carry downstream consequences for ratepayers.

The NMDOJ press release announcing the joinder was posted February 19, 2026, and the brief characterizes the share purchase as contemporaneous with the merger agreement; the filing does not provide a separate transaction date. The publicly available materials do not include statements from TXNM Energy, Troy ParentCo LLC, or the Blackstone affiliate, nor do they show a PRC order or hearing date in response to the motion; the filing itself seeks an order to show cause directed to the joint applicants.

The TXNM petition arrives amid a flurry of NMDOJ actions emphasizing transparency. NMDOJ asked U.S. Deputy Attorney General Todd Blanche to produce an unredacted 2019 email and the sender’s identity, and spokesperson Chelsea Pitvorec said: "While we have not yet received a response to our letter sent last Friday, we are reviewing all appropriate avenues to investigate the allegations raised, as well as any additional ones that may emerge. We also continue to engage with Truth Commission leadership to ensure coordinated communication and meaningful participation in the ongoing fact-finding mission." Attorney General Torrez has also ordered a criminal investigation reopened into allegations at Jeffrey Epstein’s former Zorro Ranch; Kob reporting states NMDOJ will seek "immediate access" to the "complete, unredacted federal case file" and work with the legislature’s Truth Commission.

The PRC now faces a decision point: docket a show-cause hearing and test NMDOJ’s contention that the 8,000,000-share, $400,000,000 transaction required pre-approval under Section 62-6-12, or allow the merger process to proceed without that review. The outcome will determine whether the transaction stands or is legally vulnerable to being voided, with potential implications for market concentration and electricity consumers across New Mexico.