Arizona Public Service Company; Palo Verde Nuclear Generating Station, Units 1, 2, and 3; Indirect Transfer of Control of Licenses

Arizona Public Service Company; Palo Verde Nuclear Generating Station, Units 1, 2, and 3; Indirect Transfer of Control of Licenses

DATES:

The order was issued on August 18, 2026, and is effective for one year.

SUPPLEMENTARY INFORMATION:

The text of the order is attached.

(Authority: 42 U.S.C. 2011 et seq. )

Attachment-Order Approving Indirect Transfer of Control of Licenses

UNITED STATES OF AMERICA

NUCLEAR REGULATORY COMMISSION

In the Matter of Arizona Public Service Company Public Service Company of New Mexico Troy ParentCo LLC Palo Verde Nuclear Generating Station, Units 1, 2, and 3 and Independent Spent Fuel Storage Installation Docket Nos. STN 50-528, STN 50-529, STN 50-530, and 72-44 License Nos. NPF -41, NPF-51, and NPF-74.

Order Approving Indirect Transfer of Control of Licenses

I.

Arizona Public Service Company (APS) is the licensed operator and a licensed co-owner of Renewed Facility Operating License Nos. NPF-41, NPF-51, and NPF-74 for Palo Verde Nuclear Generating Station (Palo Verde), Units 1, 2, and 3, respectively, and the general license for the Palo Verde Independent Spent Fuel Storage Installation (ISFSI) (collectively, the Licenses). Palo Verde is located in Maricopa County, Arizona. The other licensed co-owners (tenants-in-common), Salt River Project Agricultural Improvement and Power District; Southern California Edison Company; El Paso Electric Company; Public Service Company of New Mexico (PNM); Southern California Public Power Authority; and Los Angeles Department of Water and Power, hold possession-only rights for these Licenses ( i.e., they are not licensed to operate the facility).

II.

By application dated April 24, 2026 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML26114A391), APS on behalf of PNM, Troy ParentCo LLC (Troy ParentCo), and their corporate affiliates (together, Applicants) requested, pursuant to Title 10 of the Code of Federal Regulations (10 CFR) Sections 50.80, "Transfer of licenses," and 72.50, "Transfer of license," that the U.S. Nuclear Regulatory Commission (NRC, the Commission) consent to the indirect transfer of control of the Licenses.

PNM is one of seven co-owners of Palo Verde Units 1, 2, and 3, and the ISFSI. APS operates Palo Verde Units 1, 2, and 3, and the ISFSI on behalf of the ownership group. According to the application, Applicants requested the indirect transfer of the Licenses so that they can complete a transaction pursuant to an Agreement and Plan of Merger dated May 18, 2025 (the "Merger Agreement"). Under the Merger Agreement, TXNM Energy, Inc. (TXNM) and, in turn, PNM, as a wholly owned subsidiary of TXNM would become wholly owned subsidiaries of Troy ParentCo.

Troy ParentCo, a Delaware limited liability company, is a wholly owned, direct subsidiary of Troy IntermediateCo LLC, a Delaware limited liability company, which is a wholly owned, direct subsidiary of Troy TopCo LP (Troy TopCo). Troy TopCo, a Delaware limited partnership, whose general partner is Troy GP LLC, a Delaware limited liability company, is wholly owned by Troy Aggregator LP, a Delaware limited partnership. The general partner of Troy Aggregator LP is BIP Holdings Manager L.L.C. Interests in Troy Aggregator LP are held by passive investors and limited partners that are all investment funds or vehicles directly or indirectly controlled by four entities: (i) BIA GP L.P., (ii) BIA GP NQ L.P., (iii) Blackstone Infrastructure Associates (Lux) S.à.r.l., and/or (iv) BXISA L.L.C. (collectively, Blackstone Infrastructure Management). These entities comprising Blackstone Infrastructure Management are, in turn, indirectly and wholly controlled by Blackstone Inc. (Blackstone). Blackstone is a publicly traded investment firm listed on the New York Stock Exchange (NYSE: BX) with nearly $1.2 trillion in assets under management.

The transaction affects only upstream corporate ownership and does not modify PNM's assets, obligations, or participation in PVNGS or the ISFSI. Accordingly, after the proposed transaction, there would be no change in the control of the operation of Palo Verde; APS would continue to make all technical decisions that do not require approval from all owners of Palo Verde. No physical changes or operational changes were proposed in the application.

A notice of consideration of approval of the application and opportunity to comment, request a hearing, and petition for leave to intervene on the application was published in the Federal Register (FR) on June 4, 2026 (91 FR 33772). The NRC did not receive any comments or hearing requests on the application.

Under 10 CFR 50.80 and 10 CFR 72.50, no license for a production or utilization facility or ISFSI, or any right thereunder, shall be transferred, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission gives its consent in writing. Upon review of the information in the application, and other information before the Commission, the NRC staff has determined that the proposed indirect transfer of control of PNM's possession-only non-operating interests in the licenses is acceptable. The proposed transferee is qualified to be the indirect holder of the licenses, and the indirect transfer of the licenses is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

The findings set forth above are supported by an NRC staff safety evaluation dated the same date as this Order, which is available at ADAMS Accession No. ML26197A235.

III.

Accordingly, pursuant to Sections 161b, 161i, and 184 of the Atomic Energy Act of 1954, as amended, 42 U.S.C. 2201(b), 2201(i), and 2234; and 10 CFR 50.80 and 10 CFR 72.50, IT IS HEREBY ORDERED that the application regarding the proposed indirect transfer of control is approved for Palo Verde Units 1, 2, and 3 and the Palo Verde ISFSI.

IT IS FURTHER ORDERED that after receipt of all required regulatory approvals of the proposed indirect transfer action, the applicant shall inform the Director of the Office of Nuclear Reactor Regulation in writing of such receipt prior to the closing of the indirect transfer. Should the proposed indirect transfer not be completed within 1 year from the date of this Order, this Order shall become null and void, provided, however, that upon written application and for good cause shown, such date may be extended by order.

This Order is effective upon issuance.

For further details with respect to this Order, see the application dated April 24, 2026, and the NRC staff safety evaluation dated the same date as this Order, which are available for public inspection electronically through ADAMS in the NRC Library at https://www.nrc.gov/reading-rm/adams.html. Persons who do not have access to ADAMS or who encounter problems accessing the documents located in ADAMS should contact the NRC Public Document Room (PDR) reference staff by telephone at 1-800-397-4209 or 301-415-4737 or by email to [email protected].

Dated: August 18, 2026.

For the Nuclear Regulatory Commission.

/RA/

Mahmoud Jardaneh,

Acting Director, Division of Licensing Projects I, Office of Nuclear Reactor Regulation.