CVC DIF’s Diverso Energy forms strategic partnership with Mattamy Homes to accelerate geothermal heating and cooling in Canada

• The newly formed strategic partnership will be the exclusive ground source heating and cooling utility provider to select Mattamy residential developments in Canada.

• Mattamy is one of North America’s largest privately owned homebuilders, with more than 2,300 residential homes under construction in Canada that will serve as seed assets to the partnership and provide a strong foundation for future growth.

• The partnership will deliver energy-efficient, cost-effective and low-carbon heating and cooling to Canadian homeowners.

CVC DIF, the infrastructure strategy of leading global private markets manager CVC, is pleased to announce the formation of a strategic partnership between its ground source heating and cooling (“geoexchange”) platform Diverso Energy (“Diverso”), the leading geoexchange utility in North America, and Mattamy Homes (“Mattamy”), one of the largest privately owned homebuilders in North America and an industry leader in sustainable low-carbon homebuilding.

The strategic partnership will make Diverso the exclusive geothermal provider for select Mattamy residential developments across Canada, spanning a range of single- and multi-family low-rise, mid-rise, and high-rise developments. As part of the groundbreaking partnership, Mattamy will also contribute its existing portfolio of operating and under construction geoexchange systems serving more than 2,300 residential units as seed assets to the partnership. It will ensure that homeowners can benefit from reliable, cost-effective and energy efficient heating and cooling solutions for decades to come, while aligning with the parties’ industry leading commitments to sustainability and decarbonization.

Brad Carr, CEO of Mattamy Homes, shares: “We look forward to working with the team at Diverso to expand our capabilities of delivering geothermal heating and cooling to our Mattamy homeowners, with a focus on reducing carbon emissions across our communities in Canada.”

Tim Weber, CEO of Diverso, notes: “This partnership marks a significant milestone for Diverso and we are thrilled to partner with Mattamy Homes, a company that shares our commitment to sustainability and innovation. This partnership will not only enhance the value proposition for Mattamy’s homeowners but also accelerate the adoption of geoexchange technology in residential developments across Canada. We look forward to working alongside Mattamy to support decarbonization across its strong pipeline of residential developments.”

Gijs Voskuyl, Managing Partner of CVC DIF, further highlights CVC DIF’s approach to scaling its platforms: “This strategic partnership continues to build on CVC DIF’s long standing track record of active value creation in supporting its portfolio companies’ growth and innovation, alongside world-class partners like Mattamy Homes. For our investors, the partnership represents a unique opportunity to add strategic scale to Diverso and grow its asset base, while underscoring our collective commitment to sustainability. We look forward to continuing to support Diverso in this collaboration with Mattamy and believe it will set a new standard in the geoexchange industry.”

CVC DIF, through its DIF Infrastructure VII fund, acquired a majority interest in Diverso in 2023 from its founders, who have continued to lead the company. Since then, CVC DIF has supported Diverso and its leadership team in becoming the leading geoexchange utility in North America. Diverso offers its unique geoexchange heating and cooling solution through an Energy-as-a-Service model, underpinned by long-term contracts.

About CVC DIF

CVC DIF (formerly DIF Capital Partners) is a leading global mid-market infrastructure equity fund manager.

Founded in 2005 and headquartered in Amsterdam, the Netherlands, CVC DIF has c. €19 billion of infrastructure assets under management in energy transition, transport, utilities and digitalisation.

With over 250 people in 12 offices, CVC DIF offers a unique market approach, combining a global presence with the benefits of strong local networks and sector-focused investment capabilities.

CVC DIF forms the infrastructure strategy of leading global private markets manager CVC. This partnership allows CVC DIF to benefit from CVC’s global platform, with 30 offices across five continents.

Press contacts

CVC DIF

Renate Klöters

press@dif.eu

Sydney, Australia and London, UK, May 19, 2025 – Global investment firm Carlyle (NASDAQ: CG) today announced the launch of Revera Energy (“Revera”), an independent energy infrastructure solutions platform backed by Carlyle Global Infrastructure.

Revera focuses on developing, building, owning, and operating energy infrastructure projects, including its current portfolio, which comprises projects carved out and acquired from Amp Energy in Australia and the UK. With an emphasis on battery storage, renewable power, and green hydrogen, the platform seeks to provide sustainable and resilient energy infrastructure solutions in Australia and the UK. Revera benefits from existing relationships with top-tier financing partners, including Nomura Infrastructure & Power, the Commonwealth Bank of Australia (“CBA”), Westpac Institutional Bank (“Westpac”), Natixis CIB, and Export Development Canada (“EDC”).

In Australia, the platform is constructing stage 1 of the 250MW / 700MWh Bungama battery storage project in South Australia (“SA”) and is advancing a significant development pipeline of more than 750MW of battery storage, 2.3GW of solar, and 1.4GW of wind projects across Australia’s National Energy Market (“NEM”), as well as the 1GW Cape Hardy Green Hydrogen Project in SA. Revera is also managing and has provided financing to 158MW of operating solar farms in New South Wales.

In the UK, Revera is advancing more than 1.2GW of late-stage battery storage projects designed to strengthen grid resiliency and support national decarbonization goals. Revera’s UK platform is supported by strong market tailwinds, including growing and resilient demand for grid stability services.

“We are excited about the launch of Revera Energy and believe it marks a new growth phase for the platform’s dedicated staff and leadership team, and strengthens existing project commitments. We plan to leverage the expertise and resources of Carlyle’s global infrastructure platform to help accelerate Revera’s growth and to expand its portfolio of diversified energy projects,” said Richard Hoskins, Chairman of Revera Energy and Managing Director in Carlyle’s Infrastructure Group. “I look forward to working closely with Revera’s leadership team to further identify and capture compelling energy infrastructure opportunities in both Australia and the UK.”

“Nomura is proud to partner with the Revera Energy team, bringing our structuring expertise and intellectual capital to support the growth of their global platform while delivering risk-adjusted returns for all stakeholders,” said Vinod Mukani, Global Head of Nomura’s Infrastructure & Power Business (“IPB”). “Nomura remains dedicated to providing bespoke capital solutions for high-quality assets and world-class partners like the Revera team.”

Alain Halimi, Managing Director, Nomura IPB, said, “We are excited to support Revera Energy, as it brings together innovative energy solutions under Carlyle’s ownership. Revera has been very successful in developing a diverse development pipeline, which will support grid resiliency and energy transition goals across multiple jurisdictions.”

Carlyle Global Infrastructure is an integrated platform with over $7.6 billion under management, which brings together the firm’s scale, global supply chain relationships, and capabilities to capture significant infrastructure investment opportunities globally. The platform is diversified across all major infrastructure sectors, with notable investments including Copia Power (a US power and digital infrastructure company that has raised over $5 billion to support its 2,600MW operating and under-construction energy campus portfolio, as well as its multi-GW development pipeline); NineDot Energy (New York City’s leading developer of community-scale battery storage systems enhancing grid resiliency); and Crescent Midstream (which is actively developing a 1GW carbon capture project in Louisiana through its Luna Carbon Solutions business unit).

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About Revera Energy
Revera Energy is a Carlyle-backed clean energy and infrastructure platform developing and operating utility-scale solar, battery storage, and other infrastructure projects in Australia and the United Kingdom. With experienced local teams and a strong development pipeline, Revera is committed to building the infrastructure that powers a more resilient and sustainable future.

Learn more at www.revera.energy.

About Carlyle
Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit, and Carlyle AlpInvest. With $453 billion of assets under management as of March 31, 2025, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies, and the communities in which we live and invest. Carlyle employs more than 2,300 people in 29 offices across four continents.

Further information is available at www.carlyle.com.

Media Contacts

Carlyle

Lonna Leong

Tel: +852 9023 1157

Email: lonna.leong@carlyle.com

Charlie Bristow

Tel: +44 (0) 7384 513568

Email: charlie.bristow@carlyle.com

• Provides long-term infrastructure investment to support the continued build-out of PNM and TNMP in a rapidly changing energy environment, facilitating economic development during New Mexico’s transition to clean energy and continued growth in Texas
• TXNM Energy, PNM and TNMP to remain locally managed and operated with headquarters in New Mexico and Texas, retain employees and honor all union labor agreements
• Customer rates will continue to be set by state regulators
• Customers to receive a detailed package of benefits that will be developed after thorough and transparent engagement with stakeholders in New Mexico and Texas
• Blackstone Infrastructure provides long-term, patient capital and a commitment to strong investment grade credit metrics, aligned with TXNM Energy’s long-term financing strategy
• Shareholders to receive $61.25 per share in cash upon closing

(ALBUQUERQUE, N.M.) – TXNM Energy (NYSE: TXNM) today announced an agreement under which Blackstone Infrastructure will acquire TXNM Energy for $61.25 per share in cash upon closing, reflecting a total enterprise value of $11.5 billion, including net debt (excluding securitization debt) and preferred stock.

TXNM Energy, through its subsidiaries PNM and TNMP, is focused on meeting the critical electricity infrastructure needs of its customers. PNM is supporting the evolution of its generation portfolio to meet New Mexico’s clean energy goals and is identifying opportunities to achieve the energy transition in a cost-effective manner for customers. TNMP has consistently increased its annual capital investments to meet sustained nation-leading growth levels in its Texas service territory. This transaction provides significant long-term capital to support these goals.

“Our successes at TXNM Energy have stemmed from a deliberate approach to investing in PNM and TNMP in a manner aligned with the priorities of our customers and communities. We’ve integrated new resources to supply over two-thirds of PNM electricity needs with carbon-free energy and supported double-digit demand growth at TNMP,” said Pat Collawn, Chair and CEO of TXNM Energy. “We are excited to form this long-term partnership with Blackstone Infrastructure to build upon these successes. We will continue to collaborate with customers, communities, legislators and regulators to achieve our shared goals for a reliable, resilient grid to support economic prosperity and clean energy.”

Blackstone Infrastructure, with its $60 billion of assets under management, is focused on investing behind North American infrastructure platforms and leveraging its scale and expertise to support the growth of its portfolio companies. Blackstone Infrastructure has perpetual capital with no obligation to sell its investments, and is focused on long-term, multi-decade partnerships with the companies and communities in which it invests. In 2023 and 2024 alone, Blackstone Infrastructure committed over $5 billion of equity to its portfolio companies. It is an experienced North American utility investor and recognizes the value of long-term investments in critical infrastructure that help communities thrive.

“We are excited to partner with Pat, Don and their fantastic team to accelerate growth at TXNM, and across New Mexico and Texas.” said Sean Klimczak, Global Head of Blackstone Infrastructure. “We are long-term investors who back industry-leading companies using our perpetual capital to support economic development. We are focused on being great long-term partners to the communities in which we invest, and we look forward to having the opportunity to engage in meaningful dialogue about how we can create win-win, growth-oriented investments across both states.”

Blackstone Infrastructure is funding the purchase price entirely with equity and does not anticipate increasing TXNM Energy leverage levels to fund the purchase of the company.

Valuing Customers, Employees and Communities
Blackstone Infrastructure intends to support TXNM Energy’s long-standing commitments to its customers, employees and communities, including:

• Keeping Customers First: PNM and TNMP will continue to prioritize cost-effective solutions to provide safe, reliable power to meet customer needs across New Mexico and Texas. PNM and TNMP will continue to be regulated by the state and federal commissions, including the New Mexico Public Regulation Commission (NMPRC) and Public Utility Commission of Texas (PUCT). Detailed commitments, after meaningful engagement with stakeholders, will be included in state regulatory filings in the fall of 2025.

• Retaining Teams: TXNM Energy, PNM and TNMP will remain locally managed and operated with commitments to retain our local workforce and honor our labor contracts with the International Brotherhood of Electrical Workers.

• Maintaining Local Presence and Leadership: TXNM Energy, PNM and TNMP will remain independently operated with headquarters in New Mexico and Texas. The current management team will continue to lead the companies and remain the primary points of contact for customers, regulators and other stakeholders.

• Sustaining Communities: TXNM Energy, PNM and TNMP will continue to make economic and charitable contributions across New Mexico and Texas, including to tribal and pueblo communities, and will support employees who volunteer and lead non-profit organizations helping our communities thrive.

Terms, Approvals and Timing
The purchase price of $61.25 per share represents a 23.0% premium to TXNM Energy’s unaffected 30-day volume weighted average price (VWAP) as of March 5, 2025, the day prior to an article reporting a developing acquisition for TXNM Energy.

Blackstone Infrastructure is also investing $400 million through the purchase of 8 million newly issued shares of TXNM Energy common stock at $50 per share, by way of a private placement agreement, to support TXNM Energy’s industry-leading growth plans. This issuance is expected to be completed in June 2025.

To support the funding of TXNM’s industry-leading growth rates, TXNM Energy expects to issue an additional $400 million of equity prior to closing of the transaction.

The transaction is funded through equity and assumption of existing debt, and no incremental debt will be issued as a result of the transaction.

Dividends payable to TXNM Energy shareholders are expected to continue through the closing of the transaction, subject to approval by the TXNM Energy Board of Directors.

The transaction was unanimously approved by TXNM Energy’s Board of Directors and is estimated to close in the second half of 2026, subject to TXNM Energy shareholder approval, regulatory approvals and other customary closing conditions. Regulatory approvals are required from the NMPRC, PUCT, Federal Energy Regulatory Commission, Department of Justice (Hart Scott-Rodino Clearance), Nuclear Regulatory Commission and Federal Communications Commission.

Leadership Changes
Pat Collawn will step down as Executive Chair upon closing of the transaction. Don Tarry will oversee the continuing operations of TXNM Energy as President and CEO.

Advisors
Wells Fargo is serving as lead financial advisor, Citi is also serving as a financial advisor, and Troutman Pepper Locke LLP is serving as legal advisor to TXNM Energy. RBC Capital Markets, LLC is serving as lead financial advisor and J.P. Morgan is also serving as a financial advisor to Blackstone Infrastructure. Kirkland & Ellis LLP is serving as legal advisor to Blackstone Infrastructure.

Conference Call
TXNM Energy will discuss today’s announcement during a live conference call and audio webcast today, Monday, May 19th at 12 p.m. Eastern.

The conference call will be simultaneously broadcast and archived on our website at https://www.txnmenergy.com/investors/events-and-presentations. Listeners are encouraged to visit the website at least 30 minutes before the event to register, download and install any necessary audio software.

Investors and analysts can participate in the live conference call by pre-registering using the following link: https://dpregister.com/sreg/10200131/ff33307f83. Telephone participants who are unable to pre-register may participate in the live conference call by dialing (877) 276-8648 or (412) 317-5474 fifteen minutes prior to the event and asking to join the TXNM Energy call.

2025 Ongoing Earnings Guidance
The equity to be issued as part of the transaction impacts TXNM Energy’s previously issued 2025 Ongoing Earnings Guidance. As a result, TXNM Energy is not affirming this guidance and does not plan to issue revised earnings guidance during the pending transaction.

About TXNM Energy
TXNM Energy (NYSE: TXNM), an energy holding company based in Albuquerque, New Mexico, delivers energy to more than 800,000 homes and businesses across Texas and New Mexico through its regulated utilities, TNMP and PNM. For more information, visit the company’s website at www.TXNMEnergy.com.

Contacts:
Analysts
Lisa Goodman
(505) 241-2160

Media
Corporate Communications
(505) 241-2743

About Blackstone Infrastructure
Blackstone Infrastructure is an active investor across energy, transportation, digital infrastructure and water and waste infrastructure sectors. We seek to apply a long-term buy-and-hold strategy to large-scale infrastructure assets with a focus on delivering stable, long-term capital appreciation together with a predictable annual cash flow yield. Our approach to infrastructure investing is one that focuses on responsible stewardship and stakeholder engagement to create value for our investors and the communities we serve.

Contact:
Paula Chirhart
Paula.Chirhart@Blackstone.com
347-463-5453

Forward-Looking Statements
Statements made in this press release that relate to future events or expectations, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include statements regarding the potential transaction between TXNM Energy and Blackstone Infrastructure, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction, projected financial information, future opportunities, and any other statements regarding TXNM Energy’s and Blackstone Infrastructure’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Readers are cautioned that all forward-looking statements are based upon current expectations and estimates. Neither Blackstone Infrastructure nor TXNM Energy assumes any obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, TXNM Energy caution readers not to place undue reliance on these statements. TXNM Energy’s business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see TXNM Energy’s Form 10-K and Form 10-Q filings and the information filed on TXNM Energy’s Forms 8-K with the Securities and Exchange Commission (the “SEC”), which factors are specifically incorporated by reference herein and the risks and uncertainties related to the proposed transaction with Blackstone Infrastructure, including, but not limited to: the expected timing and likelihood of completion of the pending transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement, including in circumstances requiring the Company to pay a termination fee, the possibility that TXNM Energy’s shareholders may not approve the transaction agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, the outcome of legal proceedings that may be instituted against TXNM Energy, its directors and others related to the proposed transaction, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of TXNM Energy to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally, the amount of costs, fees, charges or expenses resulting from the proposed transaction, and the risk that the price of TXNM Energy’s common stock may fluctuate during the pendency of the proposed transaction and may decline significantly if the proposed transaction is not completed. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Additional Information about the Proposed Transaction and Where to Find It
The proposed transaction between TXNM Energy and Blackstone Infrastructure will be submitted to the shareholders of TXNM Energy for their consideration. TXNM Energy will file a proxy statement on Schedule 14A and other documents with the SEC regarding the proposed transaction. Promptly after filing its definitive proxy statement with the SEC, TXNM Energy intends to mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the proposed transaction. This document is not a substitute for the proxy statement or any other document which TXNM Energy may file with the SEC and send to TXNM Energy’s shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF TXNM ENERGY ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TXNM ENERGY AND THE PROPOSED TRANSACTION. You may obtain copies of all documents filed with the SEC regarding the proposed transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from TXNM Energy’s website (https://www.txnmenergy.com/) under the tab “Investor” and then under the heading “SEC Filings.”

Participants in the Solicitation
TXNM Energy and its respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction under the rules of the SEC. Information about TXNM Energy’s directors and executive officers is set forth in its definitive proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2025, and its Form 10-K filed with the SEC on February 28, 2025. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement and other relevant materials TXNM Energy intends to file with the SEC.