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): July 22, 2020

May 7, 2020

El Paso Electric Company

Texas		001-14206	74-0607870
(State or other jurisdiction ofincorporation)		(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)

(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, 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))

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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

Securities registered pursuant to Section 12(b) of the Act:

~~Indicate~~Title ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405~~ of ~~the~~each ~~Securities~~class ~~Act~~Ticker ~~of 1933~~ symbol(~~§230.405~~s) Name of ~~this~~each ~~chapter)~~exchange oron ~~Rule~~which ~~12b-2~~registered ofCommon ~~the~~Stock, ~~Exchange~~No ~~Act~~Par ofValue ~~1934~~EE ~~(§240.12b-2~~New ofYork ~~this~~Stock ~~chapter).~~ Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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~~Item 28.~~02 RESULTS~~01 OFOther ~~OPERATIONS AND FINANCIAL CONDITION~~Events

OnFERC ~~May 7,~~Final ~~2020,~~Approval ~~the Company announced its financial results for the three months ended March 31, 2020. A copy of the earnings press release containing the announcement~~ and aExpected ~~copy~~Closing ~~of the Company's First Quarter 2020 Investor Presentation is furnished as Exhibit 99.01 and Exhibit 99.02, respectively, to this Current Report on Form~~ Date

8As previously disclosed, on June 1, 2019, El Paso Electric Company (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Sun Jupiter Holdings LLC (“Parent”) and Sun Merger Sub Inc., a wholly-Kowned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of the Infrastructure Investments Fund (“IIF”), an investment vehicle advised by J.P. Morgan Investment Management Inc.

~~None~~On ofMarch 30, 2020, the ~~information~~Federal ~~furnished~~Energy inRegulatory ~~this~~Commission ~~Item 2.02~~(the ~~and~~“FERC”) issued inan ~~Exhibits~~order ~~99.01~~(the ~~and~~“FERC ~~99.02~~Order”) toauthorizing ~~this~~the ~~Current~~Merger, ~~Report~~subject onto ~~Form~~the ~~8-K~~FERC’s ~~will~~approval beof ~~deemed~~mitigation ~~“filed”~~to ~~for~~address ~~purposes~~certain ofdiscrete ~~Section 18~~competitive effects of the ~~Securities~~Merger ~~Exchange~~that ~~Act~~could ofarise. The ~~1934~~FERC concluded that the Merger, as ~~amended~~conditioned, orsatisfies governing ~~otherwise~~federal ~~subject~~standards toand authorized the ~~liabilities~~Merger ofas ~~that~~consistent ~~section,~~with ~~nor~~the ~~will~~public itinterest. The FERC required that the proposed mitigation be ~~deemed~~filed ~~incorporated~~within by45 ~~reference~~days ~~into~~of ~~any~~the ~~registration~~issuance ~~statement~~of ~~filed~~the byFERC Order. On April 15, 2020, the Company ~~under~~and ~~the~~IIF filed ~~Securities~~proposed ~~Act~~mitigation ofoptions ~~1933~~with the FERC. On July 22, as2020 ~~amended~~the FERC approved the proposed mitigation.

~~ITEM~~As 7previously announced, the Company received approvals required to consummate the Merger from the New Mexico Public Regulation Commission, the U.~~01 REGULATION~~S. FDNuclear ~~DISCLOSURE~~Regulatory Commission, the Public Utility Commission of Texas, the City of El Paso, Texas, the Federal Communications Commission, the Federal Trade Commission and the Antitrust Division of the Department of Justice.

The ~~information~~Company ~~set~~expects ~~forth~~the inMerger ~~Item~~to ~~2.02~~close ~~above~~on ~~and~~July in29, ~~Exhibits~~2020 ~~99.01~~subject ~~and~~to satisfaction 99or waiver of the remaining conditions to the closing of the Merger.02 As a result of the Merger, shares of common stock, no par value, of the Company (the “Company Common Stock”) will cease to ~~this~~be ~~Current~~listed ~~Report~~for trading on ~~Form~~the ~~8-K~~New isYork ~~incorporated~~Stock ~~herein~~Exchange by(the ~~reference~~“NYSE”).

~~None~~Stub ofPeriod the information furnished in this Item 7.01 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended.Dividend

~~ITEM~~The 9Company expects that prior to the closing of the Merger, the Board of Directors of the Company (the “Board”) will declare a “stub period” dividend as allowed by the terms and provisions of the Merger Agreement.~~01 FINANCIAL~~ ~~STATEMENTS~~The ~~AND~~Company ~~EXHIBITS~~expects that the dividend, as and when declared by the Board, will be in an amount equal to $0.004505 per share of Company Common Stock (which reflects the most recent regular quarterly dividend rate of $0.41 per share, divided by 91 days) multiplied by the number of days from and including June 17, 2020, the day after the record date for the most recent regular quarterly Company Common Stock dividend, to and including the day on which the Merger occurs, which is expected to be July 29, 2020. The Company expects that the “stub period” dividend, as and when declared by the Board, will be payable to the holders of record of Company Common Stock as of the close of business on the last day that Company Common Stock is traded on the NYSE, which is expected to be July 29, 2020, subject to the satisfaction of conditions to closing.

(d) Exhibits

99.01 Earnings Press Release, dated May 7, 2020

99.02 First Quarter 2020 Investor Presentation

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

	EL PASO ELECTRIC COMPANY

	By:	/s/ Nathan T. Hirschi
	Name:	Nathan T. Hirschi
	Title:	Senior Vice President and Chief Financial Officer
Dated: July 27, 2020

(Registrant)

By: /s/ NATHAN T. HIRSCHI

Name: Nathan T. Hirschi

Title: Senior Vice President - Chief Financial Officer

Dated: May 7, 2020

Filing Compare · EL PASO ELECTRIC CO /TX/