Blackstone Infrastructure agreed in 2025 to buy Albuquerque-based TXNM Energy, the parent of utility PNM, at an enterprise value of about 11.5 billion dollars.
Wikipedia, 2025
The road from today to the years after a sale runs through New Mexico's rules. Here it is in the order you will meet them: where you stand, what the state takes, the rules of the sale, who buys, and what the money can do after.
New Mexico is a smaller market, with fewer buyers competing for any one business. The state takes a meaningful share of the gain, 5.9% at the top, with part of a long-term gain excluded. Expect a tax on the business itself on the way out, and a tax-clearance or bulk-sale notice before closing.
Tax on the gain: Part of a gain is deductible.
Today
Where you stand
A small-firm economy of roughly 172,000 businesses, most with no staff, where closings slightly outran openings in the latest SBA count.
small businesses
of all firms
no employees
The SBA counted 172,113 small businesses in New Mexico, 99.0 percent of all firms, and 138,557 of them have no employees.
people employed by small firms in the state, 53.3 percent of its employees.
closed
opened
net loss
Between March 2023 and March 2024, 6,960 small businesses closed and 6,441 opened, a net loss of 519 establishments.
The elements this touches
The deal team on what changes when you sell a business in New Mexico.
Before the letter of intent
What New Mexico takes
The state taxes the gain as ordinary income at up to 5.9 percent, and since 2025 its capital-gains deduction is aimed at sellers of New Mexico businesses.
Part of a gain is deductible.
A founder on film
On what he learned about tax on the way to the sale.
Lewis Titus Wastewater purification and manufacturing · Wyoming
Capital gains are taxed as ordinary income under a graduated schedule whose top rate is 5.9 percent.
From tax year 2025 the old deduction of 40 percent of any net capital gain is gone; a deduction remains only for gains from a New Mexico business.
Under HB 252 (2024) New Mexico restructured its brackets for 2025, adding a 4.3 percent bracket and widening the lower ones; the 5.9 percent top rate was left untouched.
The rate is the state's top rate on the gain for the year shown, the same figure as the indicator in the hero, so the two can never disagree.
The elements this touches
Under contract and at closing
The rules of the sale
Successor liability is the trap: without a state tax clearance the buyer inherits the seller's tax debts, so expect an escrow. Non-competes hold if reasonable, except in health care.
A buyer of business assets inherits the seller's unpaid gross receipts, withholding and corporate taxes unless it obtains a tax clearance from Taxation and Revenue.
New Mexico Taxation and Revenue Department
To get that clearance the buyer holds enough of the price in trust to cover any tax due; the department answers within 30 days of a complete request.
New Mexico Taxation and Revenue Department
Non-competes are enforced when reasonable in time and territory, but a statute voids them for physicians, dentists, nurses and other health care practitioners.
FindLaw
The elements this touches
One thing you would not guess
The 2025 tax rewrite took the capital-gains deduction away from investors and left it for people selling a New Mexico business.
Investors selling stock or property lost New Mexico's 40 percent capital-gains deduction in 2025; the break that survived is the one for selling a New Mexico business.
When the process opens
Who buys
Out-of-state private equity does the buying: a Blackstone bid for the state utility at the top, and add-on acquisitions of Albuquerque service firms below it.
Blackstone Infrastructure agreed in 2025 to buy Albuquerque-based TXNM Energy, the parent of utility PNM, at an enterprise value of about 11.5 billion dollars.
Wikipedia, 2025
PE-backed platforms have bought Albuquerque service firms as add-ons: RoadSafe took Highway Supply, Rapid Fire Safety took Security & Access Systems, Atlas Copco took Mesa Equipment's compressor unit.
PrivSource
The elements this touches
Day 0, and the years after
After the close
New Mexico is not a trust haven: a statutory rule against perpetuities still applies, so founders wanting a perpetual trust set it up in Nevada or South Dakota.
Proceeds land. What the state keeps of them is settled above; what it lets them do from here is below.
New Mexico keeps a statutory rule against perpetuities: a trust interest must vest within 90 years or 21 years after a named life, so perpetual dynasty trusts go elsewhere.
A carve-out lets a New Mexico trust that holds real estate run with perpetual succession; other assets do not get that treatment.
The post-exit wealth plan is the third act of the same engagement, and it starts in diligence, before the letter of intent, when a move or a trust can still change the answer.
FNDRSThe elements this touches
People who walked it
Founders
From founders elsewhere
No founder in New Mexico is quoted yet. These are founders in other states, quoted word for word, each described by role and state.
“I definitely don't think we'd be in the same spot without you guys.”
No founder in New Mexico is on film yet. These are founders in other states who worked with FNDRS.47 founders on film
Nearby
| West | Tax on the gain | Complexity | Deal volume |
|---|---|---|---|
| Alaska | None 2025 | Very low | Very low |
| Arizona | 2.5% 2025 | Medium | High |
| California | 13.3% 2025 | Medium | Very high |
| Colorado | 4.4% 2025 | Low | Medium |
| Hawaii | 7.25% 2025 | Medium | Low |
| Idaho | 5.3% 2025 | Medium | Low |
| Montana | 4.1% 2025 | Low | Very low |
| Nevada | None 2025 | Medium | Low |
| Oregon | 9.9% 2025 | High | Medium |
| Utah | 4.5% 2025 | Medium | Medium |
| Washington | 9.9% 2025 | High | High |
| Wyoming | None 2025 | Low | Very low |
Your next step
Know where you stand in fifteen minutes, or talk the New Mexico sale through with a dealmaker. Either way, no pitch and no obligation.
No pitch and no obligation. If the honest answer is not yet, we will say so, and say what to work on.