DEBT | DEBT Debtor-In-Possession Facilities In connection with the Chapter 11 Cases, PG&E Corporation and the Utility entered into the DIP Credit Agreement, among the Utility, as borrower, PG&E Corporation, as guarantor, JPMorgan Chase Bank, N.A. (“JPM”), as administrative agent, Citibank, N.A., as collateral agent, and the lenders and issuing banks party thereto (together with such other financial institutions from time to time party thereto, the “DIP Lenders”). On the Petition Date, PG&E Corporation and the Utility filed a motion seeking, among other things, interim and final approval of the DIP Facilities (as defined in the DIP Credit Agreement), which motion was granted on an interim basis by the Bankruptcy Court following a hearing on January 31, 2019. On March 27, 2019, the Bankruptcy Court approved the DIP Facilities on a final basis. On January 29, 2020, the Utility borrowed $500 million under the DIP Delayed Draw Term Loan Facility. On July 1, 2020, the DIP Facilities were repaid in full and all commitments thereunder were terminated in connection with emergence from Chapter 11. Debtor-in-Possession Financing The following table summarizes the Utility’s outstanding borrowings and availability under the DIP Facilities at June 30, 2020: (in millions) Termination Aggregate Limit Term Loan Borrowings Revolver Letters of Credit Outstanding Aggregate DIP Facilities December 2020 $ 5,500 $ 2,000 $ — $ 904 $ 2,596 Long-Term Debt Utility On June 19, 2020, the Utility completed the sale of (i) $500 million aggregate principal amount of Floating Rate First Mortgage Bonds due June 16, 2022, (ii) $2.5 billion aggregate principal amount of 1.75% First Mortgage Bonds due June 16, 2022, (iii) $1 billion aggregate principal amount of 2.10% First Mortgage Bonds due August 1, 2027, (iv) $2 billion aggregate principal amount of 2.50% First Mortgage Bonds due February 1, 2031, (v) $1 billion aggregate principal amount of 3.30% First Mortgage Bonds due August 1, 2040, and (vi) $1.925 billion aggregate principal amount of 3.50% First Mortgage Bonds due August 1, 2050 (collectively, the “Mortgage Bonds”). The proceeds of the Mortgage Bonds were deposited into an account at The Bank of New York Mellon Trust Company, N.A., as Escrow Agent, which proceeds were held by the Escrow Agent as collateral pursuant to an escrow agreement by and among the Escrow Agent and the Utility. As of June 30, 2020, the $8.925 billion of proceeds were included in restricted cash on the Condensed Consolidated Balance Sheets. On July 1, 2020, the net proceeds were released from escrow and, together with the net proceeds from certain other Plan financing transactions, were used to effectuate the reorganization of the Utility and PG&E Corporation in accordance with the terms and conditions contained in the Plan. On the Effective Date, pursuant to the Plan, the Utility issued $11.9 billion of its first mortgage bonds (the “New Mortgage Bonds”) in satisfaction of certain of its pre-petition senior unsecured debt, as described in the table below. On the Effective Date, pursuant to the Plan, the Utility reinstated $9.6 billion aggregate principal amount of the Utility Reinstated Senior Notes. On the Effective Date, each series of the Utility Reinstated Senior Notes was collateralized by the Utility’s delivery of a first mortgage bond in a corresponding principal amount to the applicable trustee for the benefit of the holders of the Utility Reinstated Senior Notes. The Mortgage Bonds, the New Mortgage Bonds and the Utility Reinstated Senior Notes are secured by a first lien, subject to permitted liens, on substantially all of the Utility’s real property and certain tangible property related to its facilities. The Mortgage Bonds, the New Mortgage Bonds and the Utility Reinstated Senior Notes are the Utility’s senior obligations and rank equally in right of payment with the Utility’s other existing or future first mortgage bonds issued under the Utility’s mortgage indenture. On the Effective Date, by operation of the Plan, all outstanding obligations under the Utility Short-Term Senior Notes, the Utility Long-Term Senior Notes and the Utility Funded Debt were cancelled and the applicable agreements governing such obligations were terminated. In addition, on July 1, 2020, the Utility obtained a $1.5 billion 18-month secured term loan under a term loan credit agreement. For more information, see “Credit Facilities” discussion below. PG&E Corporation On June 23, 2020, PG&E Corporation obtained a $2.75 billion secured term loan (the “Term Loan”) under a term loan credit agreement with JPM, and other lenders from time to time party thereto (collectively, the “Lenders”), JPM, as Administrative Agent and as Collateral Agent. The proceeds of the Term Loan were deposited into an account at The Bank of New York Mellon Trust Company, N.A., as Escrow Agent, which proceeds were held by the Escrow Agent as collateral pursuant to an escrow agreement by and among the Collateral Agent, the Escrow Agent, the Administrative Agent and PG&E Corporation and subsequently released from escrow on the Effective Date pursuant to the Plan. As of June 30, 2020, the $2.75 billion of proceeds were included in restricted cash on the Condensed Consolidated Balance Sheets. The Term Loan matures on June 23, 2025, unless extended by PG&E Corporation pursuant to the terms of the Term Loan Agreement. The Term Loan will bear interest based, at PG&E Corporation’s election, on (1) LIBOR (but in no event less than 1.0%) plus an applicable margin or (2) ABR (but in no event less than 2.0%) plus an applicable margin. ABR will equal the highest of the following: the prime rate, 0.5% above the overnight federal funds rate, and the one-month LIBOR plus 1.0%. The applicable margin for LIBOR loans is 4.5% and the applicable margin for ABR loans is 3.5%. PG&E Corporation may prepay the Term Loan in whole, at any time, and in part, from time to time, without premium or penalty, other than customary “breakage” costs with respect to eurodollar rate loans; provided, however, that any voluntary prepayment, refinancing or repricing of the Term Loan in connection with certain repricing transactions that occur on or prior to the first anniversary of the Effective Date shall be subject to a prepayment premium of 1.00% of the principal amount of the term loans so prepaid, refinanced or repriced. The Term Loan Agreement includes usual and customary covenants for loan agreements of this type, including covenants limiting: (1) liens, (2) mergers, (3) sales of all or substantially all of PG&E Corporation’s assets, and (4) other fundamental changes. In addition, the Term Loan Agreement requires that PG&E Corporation maintain ownership, either directly or indirectly, through one or more subsidiaries, of at least 100% of the outstanding common stock of the Utility. In the event of a default by PG&E Corporation under the Term Loan Agreement, including cross-defaults relating to specified other debt of PG&E Corporation or any of its significant subsidiaries in excess of $200 million, the Administrative Agent may, with the consent of the required Lenders (or upon the request of the required Lenders, shall), declare the amounts outstanding under the Term Loan Agreement, including all accrued interest, payable immediately. For events of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the Term Loan Agreement become payable immediately. On the Effective Date, the obligations under the Term Loan Agreement became secured by a pledge of PG&E Corporation’s ownership interest in 100% of the shares of common stock of the Utility. On July 1, 2020, the net proceeds from the Term Loan were released from escrow and were used to fund, in part, the transactions contemplated under the Plan. Additionally, on June 23, 2020, PG&E Corporation completed the sale of (i) $1.0 billion aggregate principal amount of 5.00% Senior Secured Notes due July 1, 2028 (the “2028 Notes”) and (ii) $1.0 billion aggregate principal amount of 5.25% Senior Secured Notes due July 1, 2030 (the “2030 Notes,” and together with the 2028 Notes, the “Notes”). The proceeds of the Notes were deposited into an account at The Bank of New York Mellon Trust Company, N.A., as Escrow Agent, which proceeds were held by the Escrow Agent as collateral pursuant to an escrow agreement by and among the Escrow Agent and PG&E Corporation. Prior to July 1, 2023, in the case of the 2028 Notes, and prior to July 1, 2025, in the case of the 2030 Notes, (i) PG&E Corporation may redeem all or part of the Notes of the applicable series, on any one or more occasions at a redemption price equal to 100% of the principal amount of Notes of such series to be redeemed, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but not including, the redemption date or (ii) PG&E Corporation may redeem up to 40% of the aggregate principal amount of the Notes of the applicable series on any one or more occasions at certain specified redemption prices with the net cash proceeds from certain equity offerings. On or after July 1, 2023, in the case of the 2028 Notes, and July 1, 2025, in the case of the 2030 Notes, PG&E Corporation may redeem the Notes of a series at certain specified redemption prices, plus accrued and unpaid interest thereon, if any, to but not including, the applicable redemption date. As of June 30, 2020, the $2.0 billion of proceeds were included in restricted cash on the Condensed Consolidated Balance Sheets. On July 1, 2020, the net proceeds from the sale of the Notes were released from escrow and, together with the net proceeds from certain other Plan financing transactions, were used to effectuate the reorganization of the Corporation and the Utility in accordance with the terms and conditions contained in the Plan. The Notes are secured by a pledge of PG&E Corporation’s ownership interest in 100% of the shares of common stock of the Utility. The following table summarizes PG&E Corporation’s and the Utility’s debt: Balance at (in millions) Contractual Interest Rates June 30, 2020 December 31, 2019 Treatment under Plan on the Effective Date (1) Pre-Petition Debt (2) PG&E Corporation Borrowings under Pre-Petition Credit Facility PG&E Corporation Revolving Credit Facilities - Stated Maturity: 2022 variable rate (3) $ 300 $ 300 Repaid in cash (12) Other borrowings Term Loan - Stated Maturity: 2020 variable rate (4) 350 350 Repaid in cash (12) Less: current portion (5) (650) — Total PG&E Corporation Pre-Petition Long-Term Debt, net of current portion — 650 Utility Senior Notes - Stated Maturity: 2020 through 2022 2.45% to 4.25% 1,750 1,750 Exchanged (13) 2023 through 2028 2.95% to 4.65% 5,025 5,025 Reinstated (14) 2034 through 2040 5.40% to 6.35% 5,700 5,700 Exchanged (15) 2041 through 2042 3.75% to 4.50% 1,000 1,000 Reinstated (14) 2043 5.13% 500 500 Exchanged (15) 2043 through 2047 3.95% to 4.75% 3,550 3,550 Reinstated (14) Total Pre-Petition Senior Notes 17,525 17,525 Pollution Control Bonds - Stated Maturity: Series 2008 F and 2010 E, due 2026 1.75% 100 100 Repaid in cash (12) Series 2009 A-B, due 2026 variable rate (6) 149 149 Exchanged (16) Series 1996 C, E, F, 1997 B due 2026 variable rate (7) 614 614 Exchanged (16) Less: current portion (5) (100) — Total Pre-Petition Pollution Control Bonds, net of current portion 763 863 Borrowings under Pre-Petition Credit Facilities Utility Revolving Credit Facilities - Stated Maturity: 2022 variable rate (8) 2,888 2,888 Exchanged (16) Other borrowings: Term Loan - Stated Maturity: 2019 variable rate (9) 250 250 Exchanged (16) Total Borrowings under Pre-Petition Credit Facility 3,138 3,138 Total Utility Pre-Petition Debt, net of current portion 21,426 21,526 Total PG&E Corporation Consolidated Pre-Petition Debt, net of current portion $ 21,426 $ 22,176 New Debt PG&E Corporation Term Loan - Stated Maturity: 2025 variable rate (10) $ 2,750 $ — Senior Secured Notes due 2028 5.00% 1,000 — Senior Secured Notes due 2030 5.25% 1,000 — Unamortized discount, net of premium and debt issuance costs (93) — Total PG&E Corporation New Debt 4,657 — Utility First Mortgage Bonds - Stated Maturity: 2022 variable rate (11) 500 — 2022 1.75% 2,500 — 2027 2.10% 1,000 — 2031 2.50% 2,000 — 2040 3.30% 1,000 — 2050 3.50% 1,925 — Unamortized discount, net of premium and debt issuance costs (88) — Total Utility New Debt 8,837 — Total PG&E Corporation Consolidated New Debt $ 13,494 $ — Total Utility Long-Term Debt $ 30,263 Total PG&E Corporation Consolidated Long-Term Debt $ 34,920 (1) The treatments of pre-petition debt under the Plan, described in this column relate only to the treatment of principal amounts and not pre-petition or post-petition interest. See “Restructuring Support Agreement with the Ad Hoc Noteholder Committee” in Note 2. (2) As of December 31, 2019, debt subject to compromise was reported at the amounts expected to be allowed by the Bankruptcy Court. As of June 30, 2020, this debt is no longer subject to compromise. Total Pre-Petition Debt does not include accrued contractual interest of $280 million for the Utility to the Petition Date. Total Pre-Petition Debt also does not include post-petition interest of $25 million and $986 million for PG&E Corporation and the Utility, respectively, in accordance with the terms of the Noteholder RSA. See Note 2 for further details. (3) At June 30, 2020, the contractual LIBOR-based interest rate on loans was 1.64%. (4) At June 30, 2020, the contractual LIBOR-based interest rate on the term loan was 1.37%. (5) At June 30, 2020, the amount outstanding under PG&E Corporation’s Revolving Credit Facilities were reclassified to “Short-term borrowings” on the Condensed Consolidated Balance Sheet. At June 30, 2020, the amounts outstanding under PG&E Corporation’s Term Loan and the Utility’s Series 2008 F and 2010 E Pollution Control Bonds were reclassified to “Long-term debt, classified as current” on the Condensed Consolidated Balance Sheets. (6) At June 30, 2020, the contractual interest rate on the letter of credit facilities supporting these bonds was 6.45%. (7) At June 30, 2020, the contractual interest rate on the letter of credit facilities supporting these bonds ranged from 6.45% to 6.58%. (8) At June 30, 2020, the contractual LIBOR-based interest rate on the loans was 1.44%. (9) At June 30, 2020, the contractual LIBOR-based interest rate on the term loan was 0.77%. (10) At June 30, 2020, the contractual LIBOR-based interest rate on the loans was 5.50% (11) At June 30, 2020, the contractual LIBOR-based interest rate on the first mortgage bonds was 1.80% (12) In accordance with the Plan, these borrowings were repaid in cash on July 1, 2020. (13) In accordance with the Plan, on July 1, 2020, the Utility issued $875 million aggregate principal amount of 3.45% first mortgage bonds due 2025 and $875 million aggregate principal amount of 3.75% first mortgage bonds due 2028, in satisfaction of these Senior Notes. (14) In accordance with the Plan, these Senior Notes were reinstated on July 1, 2020. (15) In accordance with the Plan, on July 1, 2020, the Utility issued $3.1 billion aggregate principal amount of 4.55% first mortgage bonds due 2030 and $3.1 billion aggregate principal amount of 4.95% first mortgage bonds due 2050, in satisfaction of these Senior Notes. (16) In accordance with the Plan, on July 1, 2020, the Utility issued $1.95 billion aggregate principal amount of 3.15% first mortgage bonds due 2026 and $1.95 billion aggregate principal amount of 4.50% first mortgage bonds due 2040, in satisfaction of these pre-petition liabilities. Credit Facilities Utility On May 26, 2020, the Utility entered into (i) a commitment letter (the “Utility RCF Commitment Letter”) with JPM and other commitment parties thereto (the “Utility RCF Commitment Parties”) pursuant to which the Utility RCF Commitment Parties agreed, subject to the terms and satisfaction or waiver of the conditions contained therein, to provide a $3.5 billion revolving credit facility (the “Utility Revolving Credit Facility”) to the Utility and (ii) a commitment letter (the “Utility Term Loan Commitment Letter”) with JPM and the other commitment parties thereto (the “Utility Term Loan Commitment Parties”) pursuant to which the Utility Term Loan Commitment Parties agreed, subject to the terms and satisfaction or waiver of the conditions contained therein, to provide an up to $3.0 billion term loan credit facility (the “Utility Term Loan Credit Facility,” as amended on June 19, 2020) to the Utility. The Utility Revolving Credit Facility will mature in three years, subject to two one On July 1, 2020, the Utility entered into a $3.5 billion revolving credit agreement (the “Utility Revolving Credit Agreement”) with JPM, and Citibank, N.A. as co-administrative agents and Citibank, N.A., as the designated agent as contemplated by the Utility RCF Commitment Letter. The Utility Revolving Credit Agreement has a maturity date three years after the Effective Date, subject to two one Borrowings under the Utility Revolving Credit Agreement will bear interest based on the Utility’s election of either (1) LIBOR plus an applicable margin of 1.375% to 2.50% based on the Utility’s credit rating or (2) the base rate plus an applicable margin of 0.375% to 1.50% based on the Utility’s credit rating. In addition to interest on outstanding principal under the Utility Revolving Credit Agreement, the Utility is required to pay a commitment fee to the lenders in respect of the unutilized commitments thereunder, ranging from 0.25% to 0.50% per annum depending on the Utility’s credit rating. The Utility Revolving Credit Agreement has a maximum letter of credit sublimit equal to $1.5 billion. The Utility may also pay customary letter of credit fees based on letters of credit issued under the Utility Revolving Credit Agreement. The Utility’s obligations under the Utility Revolving Credit Agreement are secured by the issuance of a first mortgage bond, issued pursuant to the Utility’s mortgage indenture, secured by a first lien on substantially all of the Utility’s real property and certain tangible personal property related to its facilities, subject to certain exceptions, and which will rank pari passu with the Utility’s other first mortgage bonds. The Utility Revolving Credit Agreement includes usual and customary provisions for revolving credit agreements of this type, including covenants limiting, with certain exceptions, (1) liens, (2) indebtedness, (3) sale and leaseback transactions, and (4) other fundamental changes. In addition, the Utility Revolving Credit Agreement will require that the Utility maintain a ratio of total consolidated debt to consolidated capitalization of at most 65% as of the end of each fiscal quarter. In the event of a default by the Utility under the Utility Revolving Credit Agreement, including cross-defaults relating to specified other debt of the Utility or any of its significant subsidiaries in excess of $200 million, the designated agent may, with the consent of the required lenders (or upon the request of the required lenders, shall), declare the amounts outstanding under the Utility Revolving Credit Agreement, including all accrued interest, payable immediately. For events of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the Utility Revolving Credit Agreement become payable immediately. The Utility may voluntarily repay outstanding loans under the Utility Revolving Credit Agreement at any time without premium or penalty, other than customary “breakage” costs with respect to eurodollar rate loans. Any voluntary prepayments made by the Utility will not reduce the commitments under the Utility Revolving Credit Agreement. In addition, on July 1, 2020, the Utility obtained a $3.0 billion secured term loan under a term loan credit agreement (the “Utility Term Loan Credit Agreement”) with JPM, as administrative agent, the other lenders from time to time party thereto as contemplated by the Utility Term Loan Commitment Letter. The facilities under the Utility Term Loan Credit Agreement consist of a $1.5 billion 364-day term loan facility (the “Utility 364-Day Term Loan Facility”) and a $1.5 billion 18-month term loan facility (the “Utility 18-Month Term Loan Facility”). The maturity date for the 364-Day Term Loan Facility is June 30, 2021 and the maturity date for the 18-Month Term Loan Facility is January 1, 2022. Borrowings under the Utility Term Loan Credit Agreement will bear interest based on the Utility’s election of either (1) LIBOR plus an applicable margin of 2.00% with respect to the 364-Day Term Loan Facility and 2.25% with respect to the 18-Month Term Loan Facility, or (2) the base rate plus an applicable margin of 1.00% with respect to the 364-Day Term Loan Facility and 1.25% with respect to the Utility 18-Month Term Loan Facility. The Utility’s obligations under the Utility Term Loan Credit Agreement are secured by the issuance of first mortgage bonds, issued pursuant to the Utility’s mortgage indenture, secured by a first lien on substantially all of the Utility’s real property and certain tangible personal property related to its facilities, subject to certain exceptions, and which will rank pari passu with the Utility’s other first mortgage bonds. The Utility Term Loan Credit Agreement includes usual and customary provisions for term loan agreements of this type, including covenants limiting, with certain exceptions, (1) liens, (2) indebtedness, (3) sale and leaseback transactions, and 4) other fundamental changes. In addition, the Utility Term Loan Credit Agreement will require that the Utility maintain a ratio of total consolidated debt to consolidated capitalization of at most 65% as of the end of each fiscal quarter. In the event of a default by the Utility under the Utility Term Loan Credit Agreement, including cross-defaults relating to specified other debt of the Utility or any of its significant subsidiaries in excess of $200 million, the administrative agent may, with the consent of the required lenders (or upon the request of the required lenders, shall), declare the amounts outstanding under the Utility Term Loan Credit Agreement, including all accrued interest, payable immediately. For events of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the Utility Term Loan Credit Agreement become payable immediately. The Utility is required to prepay outstanding term loans under the Utility Term Loan Credit Agreement (with all outstanding term loans made under the Utility 364-Day Term Loan Facility being paid first), subject to certain exceptions, with 100% of the net cash proceeds of certain securitization transactions. The Utility may voluntarily repay outstanding loans under the Utility Term Loan Credit Agreement at any time without premium or penalty, other than customary “breakage” costs with respect to eurodollar rate loans. PG&E Corporation On May 26, 2020, PG&E Corporation entered into a commitment letter (the “Corporation RCF Commitment Letter”) with respect to a $500 million revolving credit facility (the “Corporation Revolving Credit Facility”), which was executed on July 1, 2020. The Corporation Revolving Credit Facility matures in three years, subject to two one On July 1, 2020, PG&E Corporation entered into a $500 million revolving credit agreement (the “Corporation Revolving Credit Agreement”) with JPM, as administrative agent and collateral agent, and the lenders from time to time party thereto as contemplated by the Corporation RCF Commitment Letter. The Corporation Revolving Credit Agreement has a maturity date three years after the Effective Date, subject to two one Borrowings under the Corporation Revolving Credit Agreement will bear interest based on PG&E Corporation’s election of either (1) LIBOR plus an applicable margin of 3.00% to 4.25% based on PG&E Corporation’s credit rating or (2) the base rate plus an applicable margin of 2.00% to 3.25% based on PG&E Corporation’s credit rating. In addition to interest on outstanding principal under the Corporation Revolving Credit Agreement, PG&E Corporation is required to pay a commitment fee to the lenders in respect of the unutilized commitments thereunder, ranging from 0.50% to 0.75% per annum depending on PG&E Corporation’s credit rating. PG&E Corporation’s obligations under the Corporation Revolving Credit Agreement are secured by a pledge of PG&E Corporation’s ownership interest in 100% of the shares of common stock of the Utility. The Corporation Revolving Credit Agreement includes usual and customary provisions for revolving credit agreements of this type, including covenants limiting, with certain exceptions, (1) liens, (2) indebtedness, (3) sale and leaseback transactions, (4) investments, (5) dispositions, (6) changes in the nature of business, (7) transactions with affiliates, (8) burdensome agreements, (9) restricted payments and (10) other fundamental changes. In addition, the Corporation Revolving Credit Agreement will require that PG&E Corporation (1) maintain a ratio of total consolidated debt to consolidated capitalization of at most 70% as of the end of each fiscal quarter and (2) if revolving loans are outstanding as of the end of a fiscal quarter, a ratio of adjusted cash to fixed charges, as of the end of such fiscal quarter, of at least 150% prior to the date that PG&E Corporation first declares a cash dividend on its common stock and at least 100% thereafter. In the event of a default by PG&E Corporation under the Corporation Revolving Credit Agreement, including cross-defaults relating to specified other debt of PG&E Corporation or any of its significant subsidiaries in excess of $200 million, the administrative agent may, with the consent of the required lenders (or upon the request of the required lenders, shall), declare the amounts outstanding under the Corporation Revolving Credit Agreement, including all accrued interest, payable immediately. For events of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the Corporation Revolving Credit Agreement become payable immediately. PG&E Corporation may voluntarily repay outstanding loans under the Corporation Revolving Credit Agreement at any time without premium or penalty, other than customary “breakage” costs with respect to eurodollar rate loans. Any voluntary repayments made by PG&E Corporation will not reduce the commitments under the Corporation Revolving Credit Agreement. |