In a potential hurdle to Blackstone Infrastructure’s acquisition of TXNM Energy, state regulators have ordered Blackstone to provide legal justification for its purchase of 8 million shares of TXNM stock without the regulators’ consent.

Two hearing officers with the New Mexico Public Regulation Commission on March 11 issued an order to show cause related to the stock purchase. The order starts an investigation but does not determine whether any violations occurred.

TXNM and Blackstone Infrastructure announced in May 2025 Blackstone’s proposed $11.5 billion purchase of TXNM, the parent company of Public Service Company of New Mexico (PNM) and Texas-New Mexico Power (TNMP). Under the proposal, TXNM would be acquired by Blackstone Infrastructure subsidiary Troy Parent Co.

In June 2025, Troy TopCo LP, which owns Troy Parent, closed on a deal to buy 8 million shares of TXNM stock for $400 million. The stock purchase made Troy TopCo TXNM’s third-largest shareholder, with about a 7.59% ownership, according to filings in the case.

On Feb. 6, Prosperity Works filed a motion asking the commission to look more closely at the stock purchase. On its website, the group says its mission is to promote “economic prosperity for all New Mexicans.”

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Prosperity Works argued that under New Mexico Statutes section 62-6-12, buying stock of a public utility or holding company requires PRC approval if the purchase is for the purpose of acquiring a public utility or holding company. Without commission approval, the purchase “shall be void and of no effect,” the statute states.

In their response, TXNM and Blackstone said the statute applies only to transactions that result in a change in control of a public utility or holding company. They said the stock purchase was a financing transaction separate from the proposed acquisition.

The PRC hearing officers’ order said Blackstone’s response does not fully address Priority Works’ concerns.

“Further inquiry is necessary to ensure that the joint applicants have properly adhered to the statutory obligations presented in Section 62-6-12,” the hearing officers said in their order. TXNM and Blackstone must show why the stock purchase didn’t violate state law and, if a violation did occur, what the legal and practical implications are.

Blackstone and TXNM are required to file briefs by April 6. Other parties in the case may also file comments by that date, and responses are due by April 20. Hearing examiners will then hold a hearing.

Among parties formally supporting Prosperity Works’ motion is the New Mexico Department of Justice, which filed a brief in the case Feb. 19.

“State law requires oversight when public utility stock is issued in connection with a transaction like this,” Attorney General Raul Torrez said in a statement. “We are asking the commission to ensure that all legal requirements are satisfied and that the public interest remains the guiding priority.”

Other supporters include New Energy Economy, the New Mexico Consumer Protection Alliance, the Coalition for Clean Affordable Energy and PRC staff.

Blackstone’s bid to buy TXNM Energy comes after a previous attempt to buy PNM failed. Avangrid announced in January 2024 that it was pulling out of its proposed $8.3 billion acquisition of PNM Resources, as the deal remained tied up at the New Mexico Supreme Court. (See Lights out for Avangrid’s PNM Acquisition.)

As part of the proposed Blackstone acquisition, PNM would provide $175 million in benefits to customers and the state — including a $105 million acquisition rate credit, the companies said in August 2025. PNM said the acquisition would help it meet key goals, including transitioning to clean energy, modernizing and hardening the grid, and building new transmission. (See PNM Seeks Approval for Blackstone Acquisition.)

The acquisition has received approval from the Public Utility Commission of Texas and TXNM Energy shareholders. FERC approved the deal in February. (See FERC Approves Blackstone’s $11.5B Acquisition of PNM.)

The acquisition still needs approval from the Nuclear Regulatory Commission and the New Mexico PRC.