With only a month until the $7.7 billion proposed merger between the local utility provider PNM and multi-state power company Avangrid comes to a decisive vote, support for the deal is strong and growing. Yet longstanding concerns raised by a small group of opponents remain—and now they have new ammunition.
Citing recently unearthed documents filed as part of the merger petition that’s pending before the Public Regulation Commission, New Energy Economy, an environmental action group, wants to hit the brakes on the deal.
The group points to issues of independent, local control over the proposed mega-company and a lack of transparency in the negotiation process. The management concerns mirror those of regulators in Maine, who expressed alarm over the governing board’s lack of independence five years after a similar merger in that state to the one proposed in New Mexico.
But other environmental groups and state agencies favor the merger because, from their perspective, the deal offered by Avangrid and its Spanish parent company, Iberdrola, presents the best future for New Mexicans.
Avangrid announced its intention to acquire PNM last October and has since made tweaks and stipulations to the deal to gain support from organizations and the public. Those efforts have not endeared all New Mexicans and, more than once, the PRC has admonished Avangrid to be more forthcoming in its dealings.
Throughout the months-long process, PNM and Avangrid have been filing documents to support their petition and labeling them “confidential.”
A handful of them became public after an order from the PRC hearing examiner, whose June 25 ruling makes clear the state’s legal standards for transparency.
“A document does not deserve confidential treatment merely by designating it as such,” hearing examiner Ashley Schannauer writes in the recent order denying the joint applicants’ confidentiality claim.
In one unsealed document, Avangrid outlines a condition for the deal’s approval: To ensure regulators can’t place a “burdensome effect” on the company. The agreement would eliminate the opportunity for PNM to have an independent board that would oversee the merged company—which, as New Energy Economy points out, runs against the grain of corporate governance best practices.
Joanie Griffin, a New Mexico-based public relations specialist who works for Avangrid, writes to SFR in an email that the current proposed structure of Avangrid’s board is to have either five or seven members, with at least 40% of them independent of Avangrid/Iberdrola.
The New York Stock Exchange dictates that publicly listed companies must have a majority of independent directors.
But Griffin says Avangrid is exempt from this designation because more than 50% of the business is held by the parent company.
“Independent board members are not needed to ensure safe and reliable service to customers at reasonable prices,” Griffin writes.
Mariel Nanasi, executive director of New Energy Economy, says the board’s current structure demonstrates “Avangrid/Iberdrola’s refusal to allow an independent PNM board to act separately from the control and dictates of Iberdrola’s ruling chairman and executive committee.”
This concern is especially troubling since Iberdrola’s CEO is under investigation in Spain for alleged spying.
In Maine, a similar acquisition of the state’s local utility company, Central Maine Power, by Avangrid took place six years ago. On Monday, Maine’s Public Utility Commission, a PRC contemporary, offered what might be considered a glimpse into New Mexico’s future with Avangrid.
The audit of the Iberdrola-controlled company, which looked at how the management structure affected local residents and businesses, stated: “In summary, we believe circumstances like these, which form foundations of the structure in which CMP has operated and how Avangrid and Iberdrola...have provided for its management, did have negative implications for Maine customers.”
Pat O’Connell, senior clear energy policy analyst with Western Resource Advocates, says the merger in New Mexico will provide better electric service for PNM customers. O’Connell points to Avangrid’s experience managing utilities in the face of storm damage exacerbated by climate change.
O’Connell stresses the need for a balanced board makeup.
“We want to make sure PNM operates for PNM’s customers,” he says, adding, “We want the PNM board to have a bigger, broader view of what’s going on in the world.”
The New Mexico Attorney General’s Office, another signatory on the merger, agrees with O’Connell and his colleagues on the current structure of the board.
“We have pushed throughout the improvement of the stipulation to create as much local autonomy on that board as possible,” Matt Baca, AG Hector Balderas’ chief council, tells SFR. “I think there’s been significant movement in terms of what decisions are subject to local control.”
Another area of concern revealed in the unsealed documents: discussions over the Four Corners Power Plant, a coal-based generating facility from which PNM has committed to exiting its 13% ownership by December 2024.
Nanasi says this deal isn’t necessarily in the public’s best interest, either. She says the Four Corners divestiture would stick consumers with a $300 million bill for abandonment and other energy transition costs.
Raymond Sandoval, PNM’s spokesman, likens this price tag to home improvements costs that must be completed before selling a house on the market.
While Balderas acknowledges “absolutely a need for transparency” and other groups SFR spoke with conceded the deal leaves some things to be desired, O’Connell says: “The merger provides the opportunity for a better future than what PNM alone has to offer.”
Yet Nanasi’s transparency concerns linger.
With the hearing examiner’s ruling only applying to a few documents, there remain thousands more not available to the public and, in some instances, even the PRC. And given these companies’ commitment to public interest, she still has questions around public transparency.