TXNM能源收购公告：为何我们仍维持增持评级

Restricted - External TXNMOVERWEIGHTUnchangedU.S. Power & UtilitiesPOSITIVEUnchangedPrice TargetUSD 61.00raised 7% from USD 57.00Price (19-May-25)USD 56.57Potential Upside/Downside+7.8%Source: Bloomberg, Barclays ResearchMarket Cap (USD mn)5241Shares Outstanding (mn)92.66Free Float (%)98.6752 Wk Avg Daily Volume (mn)0.8Dividend Yield (%)2.88Return on Equity TTM (%)8.43Current BVPS (USD)26.90Source: BloombergPrice PerformanceExchange-NYSE52 Week rangeUSD 57.29-35.56Source: IDCLink to Barclays Live for interactive chartingU.S. Power & UtilitiesNicholas Campanella+1 212 526 6123nicholas.campanella@barclays.comBCI, USMichael Brown+1 212 526 4885michael.brown3@barclays.comBCI, USNathan Richardson+1 212 526 6244nathan.richardson@barclays.comBCI, US Utility Valuation Read-Across is More on Texas than a Wider SMID Utility M&A Trend:Blackstone is paying ~18.5x 2027E P/E for the asset, which we see as even higher (~19.8x) whenconsidering upfront equity commitments. We see the latest transaction of TXNM as moreidiosyncratic to the Texas New Mexico growth story, rather than the beginning of a larger theme.This makes more of a case for Texas valuations for SRE (-10% disc), XEL (-1% disc), CNP (+13.5%prem) and ETR (+5.5% prem), as we see the $61.25 price implying a 35% premium on 2027ETXNM's Texas assets, assuming a 10% premium for New Mexico assets. For SMIDs, we thinkthere is a more limited read-through, outside of PNW, which is larger at ~$11Bn market cap. Pac-NW small caps in our coverage including POR / NWE we see as less likely given POR's currentfocus on addressingaffordabilityconcerns, and rate recovery strategies, while NWE does nothave material equity financing needs or above average rate base growth. We further note OGEhas come up frequently in investor conversations given the DC growth story and strong balancesheet, however we view mgmt as more committed to the standalone business plan.TXNM Catalyst Path:TXNM expects to file a proxy within 60 days, TXNM will set the date fora shareholder meeting and shareholder vote. The transaction will need Federal and Stateapproval before it is finalized and the deal is expected to be completed in 2H26. Managementwill work diligently with regulators and key stakeholders for PNM and TNMP to receive approvaland mitigate pitfalls that may derail the agreement. TXNM will not file the case for 90 days toengage withstaff,AG and intervenors to educate and build consensus to mitigate risk.Management anticipates the PUCT approval process will be six months, NM time frame forapproval will be 9-12 months, and the federal process does not have a statutory time frames.Valuation, EPS & Risks:We are maintaining our Overweight rating, and our new PTof $61 (from $57) is predicated on the deal closing, and shareholders receiving $61.25 when thetransaction closes. Our downside case considers a deal break, where we think investors willascribe a 15% premium to TX and inline multiple for NM. We update our EPS for FY25E -20c,FY26 -17c, FY27E -20c, FY28E -15c, FY29E -6c, and FY30E -1c based on dilution from the equityissuance related to the merger agreement. Risks: Better/worse than expected regulatoryoutcomes, inflationary pressures, and wildfire risk.TXNM: Quarterly and Annual EPS (USD)202420252026Change y/yFY DecActualOldNewConsOldNewCons2025Q10.41A0.19E0.20A0.19A0.29E0.28E0.32E-51%Q20.41A0.41E0.37E0.43E0.50E0.48E0.61E-10%Q31.44A1.44E1.30E1.53E1.47E1.40E1.59E-10%Q4-0.23A0.73E0.68E0.57E0.80E0.73E0.54E396%Year2.80A2.78E2.58E2.79E3.06E2.89E3.08E-8%P/E20.221.919.5Consensus numbers are from Bloomberg received on 19-May-2025; 12:50 GMTSource: Barclays Research 202640%30%8%7%12%2 Investment Considerations:Equity Commitment Pressures Formal Estimates, but Matters Less so in the Interim:We arecutting our EPS estimates to reflect the $400mn equity funding by Blackstone at $50/sh, andfurther incorporate another $400mn of equity in the 2026 time frame. This pull forward leads tosubstantial dilution to our formal estimates and we see a new fair value as $50/sh on dealbreak, which is currently represented as our 'low' case approach in our SOTP below.Leadership Change, But Mgmt Team Will Be Kept:Last week it was announced that CEO PatCollawn will step down as CEO and transition to Executive ChaireffectiveJuly 1st, 2025 and PatCollawn is expected to step down as Executive Chair when the deal closes.AfterPat Collawnsteps down as CEO on July 1st, 2025, the COO Don Tarry will transition into the CEO. The currentCFO, Lisa Eden, will be with TXNM until July 3rd, and Henry Monroy will transition to be the CFOand SVP. Blackstone Infrastructure will keep the current mgmt which we view to be positiveand will aid in a smooth transition through the transaction into a new company ownershipconstruct under a PE structure.Deal stipulations:As we stated earlier the deal is expected to close in the 2H of 2026. The dealwill be subject to regulatory approval and even though this deal was approved by TXNM's Boardof Directors