8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

September 19, 2019

El Paso Electric Company

(Exact name of registrant as specified in its charter)

Texas		001-14206	74-0607870
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
Stanton Tower
100 North Stanton Street
El Paso,	Texas		79901
(Address of principal executive offices)			(Zip Code)

(915) 543-5711

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	EE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.07.    Submission of Matters to a Vote of Security Holders.

El Paso Electric Company (the “Company”) held a special meeting of shareholders on September 19, 2019 (the “Special Meeting”). The Special Meeting was held in order for the shareholders of the Company to vote on the following proposals set forth in the Company’s definitive proxy statement (the “Proxy Statement”) filed by the Company with the U.S. Securities and Exchange Commission on August 2, 2019, relating to the proposed acquisition of the Company by Sun Jupiter Holdings LLC (“Parent”). As of the close of business on July 31, 2019, the record date for the Special Meeting, the Company had a total of 40,791,016 shares of common stock outstanding and entitled to vote at the Special Meeting, of which 34,235,440 shares were represented at the Special Meeting in person or by proxy. The matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. A detailed discussion of each of these proposals can be found in the Proxy Statement.

Proposal 1: Merger Proposal

The Company’s shareholders approved the Agreement and Plan of Merger, dated as of June 1, 2019, by and among the Company, Parent and Sun Merger Sub Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), and the transactions contemplated thereby, including the merger of Merger Sub with and into the Company (the “Merger”), by the following vote:

Description	Number of Votes
FOR	34,103,471
AGAINST	36,477
ABSTAIN	95,492
BROKER NON-VOTES	—

Proposal 2: Advisory Vote on Merger-Related Compensation

The Company’s shareholders approved an advisory vote on the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger, by the following vote:

Description	Number of Votes
FOR	28,790,865
AGAINST	5,342,909
ABSTAIN	101,666
BROKER NON-VOTES	—

Proposal 3: Special Meeting Adjournment Proposal

The Company’s shareholders approved a motion to adjourn the Special Meeting, if necessary, by the following vote:

Description	Number of Votes
FOR	32,191,920
AGAINST	1,949,714
ABSTAIN	93,806
BROKER NON-VOTES	—

Item 7.01.     Regulation FD Disclosure.

On September 19, 2019, the Company issued a press release announcing the results of the shareholder vote at the Special Meeting. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

The exhibits listed below are filed or furnished, as applicable, herewith.

(d)    Exhibits.

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release, dated September 19, 2019.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EL PASO ELECTRIC COMPANY
By:	/s/ Nathan T. Hirschi
Name:	Nathan T. Hirschi
Title:	Senior Vice President and Chief Financial Officer

Dated: September 19, 2019

EX-99.1

National Media Contact: Frances Jeter Sard Verbinnen & Co. (832) 680-5120 fjeter@sardverb.com

PRESS RELEASE: September 19, 2019

El Paso Electric Company Shareholders Approve Agreement to be Purchased by the

Infrastructure Investments Fund, an Investment Vehicle Advised by J.P. Morgan Investment Management Inc.

El Paso Electric Company (the “Company”) (NYSE:EE) today announced that its shareholders approved the previously announced Agreement and Plan of Merger (the “Agreement”) pursuant to which the Company will be purchased by the Infrastructure Investments Fund (“IIF”), a private investment vehicle advised by J.P. Morgan Investment Management Inc.

At a special meeting of the Company’s shareholders held today, the Company’s shareholders approved and adopted the Agreement. Of the shares voted, approximately 99.61 percent voted to approve and adopt the Agreement. The final vote results will be reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission.

“We are pleased to have received support from our shareholders on our transaction with IIF and look forward to continuing the ongoing regulatory approval process,” said Adrian J. Rodriguez, interim CEO of El Paso Electric. “Serving the interests of our customers is a top priority for El Paso Electric and IIF, a committed partner with additional resources and utility and renewable energy expertise. We are confident that this agreement is in the public interest, particularly given the significant benefits for our customers, employees, and the communities we serve.”

The shareholder approval of the transaction satisfies one of the conditions to the closing contemplated by the Agreement, dated as of June 1, 2019, entered into by the Company, Sun Jupiter Holdings LLC (“Parent”), an affiliate of IIF, and one of Parent’s wholly owned subsidiaries.

Subject to receipt of the remaining approvals, including approvals or consent by the Public Utility Commission of Texas, the New Mexico Public Regulation Commission, the Federal Energy Regulatory Commission and the City of El Paso and the satisfaction of the other conditions to closing set forth in the Agreement, the Company continues to anticipate closing the transaction in the first half of 2020.

About El Paso Electric

El Paso Electric is a regional electric utility providing generation, transmission and distribution service to approximately 428,000 retail and wholesale customers in a 10,000 square mile area of the Rio Grande valley in west Texas and southern New Mexico.

###

Forward-Looking Statements

Certain matters discussed in this news release, other than statements of historical fact, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include those statements regarding regulatory approvals and the expected timing of completion of the proposed transaction. Forward-looking statements often include words like “believe”, “anticipate”, “target”, “project”, “expect”, “predict”, “pro forma”, “estimate”, “intend”, “will”, “is designed to”, “plan”, and words of similar meaning, or are indicated by the Company's discussion of strategies or trends. Forward-looking statements describe the Company's future plans, objectives, expectations or goals. Although the Company believes that the expectations reflected in such forward-looking

statements are reasonable, no assurances can be given that these expectations will prove to be correct. Such statements address future events and conditions and include, but are not limited to, statements relating to: (1) Parent’s proposed acquisition of the Company, (2) regulatory approvals for the proposed transaction, (3) the completion of the proposed transaction, and (4) the expected timing of completion of the proposed transaction. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those expressed in forward-looking statements is contained in the Company’s most recently filed periodic reports and in other filings made by the Company with the U.S. Securities and Exchange Commission from time to time. Any such forward-looking statement is qualified by reference to these risks and factors. The Company cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements. Forward-looking statements speak only as of the date of this news release, and the Company does not undertake to update any forward-looking statement contained herein.

Facebook @ElPasoElectric | www.epelectric.com | Twitter @ElPasoElectric

For El Paso Electric:

Local Media Contact

Eddie Gutierrez | 915.543.5763

eduardo.gutierrez@epelectric.com

Investor Relations Contact

Lisa Budtke | 915.543.5947

lisa.budtke@epelectric.com

XML

Document and Entity Information Document	Sep. 19, 2019
Cover page.
Document Type	8-K
Document Period End Date	Sep. 19, 2019
Entity Registrant Name	EL PASO ELECTRIC CO /TX/
Entity Central Index Key	0000031978
Amendment Flag	false
Entity Incorporation, State or Country Code	TX
Entity File Number	001-14206
Entity Tax Identification Number	74-0607870
Entity Address, Address Line One	100 North Stanton Street
Entity Address, City or Town	El Paso,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	79901
City Area Code	915
Local Phone Number	543-5711
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	EE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false