Julien Dumoulin-Smith * | Equity Analyst+1 (281) 774-2066 | jds@jefferies.comPaul Zimbardo * | Equity Analyst+1 (212) 778-8497 | pzimbardo@jefferies.comBrian Russo, CFA * | Equity Analyst+1 (212) 778-8559 | brusso@jefferies.comJamieson Ward, CFA * | Equity Analyst+1 (281) 774-2081 | jamieson.ward@jefferies.comTanner James, CFA * | Equity Analyst+1 (212) 788-8667 | tjames@jefferies.comWhitney Mutalemwa * | Equity Associate+1 (212) 707-6413 | wmutalemwa@jefferies.comEthan Corcoran * | Equity Associate+1 (212) 284-2462 | ecorcoran@jefferies.comSpark Li * | Equity Associate+1 (713) 308-4573 (office) | sli8@jefferies.comWe are not surprised by the bid followingearlier headlines. Takeout price slightly betterthan earlier expectations but not the premiumfor a high-growth company. Focus is now onclose. We see challenges to previous AGRbid as very specific to previous buyer. Seenumerous other examples to suggest there isa clear pathway for approval. Infrastructure provides long-term patient capital and a commitment to strong investment gradecredit metrics, aligned with TXNM Energy's long-term financing strategy.Please see important disclosure information on pages 3 - 8 of this report.This report is intended for Jefferies clients only. Unauthorized distribution is prohibited. Company DescriptionTXNM EnergyTXNM is energy holding company based in Albuquerque, NM founded in 1917. The company operates through two subsidiaries: Public ServiceCompany of New Mexico (PNM) and Texas-New Mexico Power Company (TNMP).PNM provides integrated electricity services including the generation, transmission, and distribution of electricity for retail electric customers in NewMexico. The PNM segment of the business is also engaged in the sale of electricity into the wholesale market. PNM generates electricity using naturalgas, nuclear fuel, solar, wind and geothermal energy sources, and coal. PNM has been engaged in the process of retiring coal plants to achievetheir goal of 100% emissions-free energy by 2040. PNM has nearly 550,000 customers, and 15,252 miles of transmission and distribution lines.Following the retirement of the San Juan Generating Station in September 2022, PNM has a 2,660-megawatt generation capacity. TNMP is a regulatedtransmission and distribution utility providing electric service to customers withing the Electric Reliability Council of Texas (ERCOT) power system.TNMP has approximately 9,744 miles of transmission and distribution lines and serves more than 260,000 business and homes in Texas.Company Valuation/RisksTXNM EnergyValuation is based on a 2027 sum-of-the-parts analysis. TXNM-specific risks include NM rate case, balance sheet, extreme weather, affordability.Regulatory risk has and remains the core risk to the company. We see structurally lower risk given the appointed vs elected role, but this remains theconsideration many investors will continue to watch given the company's history.Risks to achievement of the Price Target and Rating include 1) regulatory, state/Federal administrative, legislative, judicial, tax, environmental, andpolitical actions; 2) prudency of regulatory actions & investments; 3) ability to earn the target regulatory authorized return on equity; 4) capital markets,equity, & rating agency requirements and access; 5) changes to the capital expenditure forecasts; 6) volatility in interest rates and pension returns;7) changes in commodity prices; 8) natural disasters, wildfires, weather, nuclear events, & public health crises; 9) military actions and terrorism; 10)construction of capital projects; 11) changes in electric and natural gas volumes; 12) labor agreements and turnover of key executives; 13) cyberincidents; 14) supply chain disruptions; 15) merger and acquisition activity; 16) counterparty performance; and 17) access to insurance.Analyst Certification:I, Julien Dumoulin-Smith, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) andsubject company(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or viewsexpressed in this research report.I, Paul Zimbardo, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) and subjectcompany(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressedin this research report.I, Brian Russo, CFA, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) and subjectcompany(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressedin this research report.I, Jamieson Ward, CFA, certify that all of the views expressed in this research report