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:
November 29, 2023
(Date of earliest event reported)
Commission File Number | Exact Name of Registrant as specified in its charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number | |||
001-12609 | PG&E CORPORATION | California | 94-3234914 | |||
001-02348 | PACIFIC GAS AND ELECTRIC COMPANY | California | 94-0742640 |
300 Lakeside Drive | 300 Lakeside Drive | |
Oakland, California 94612 | Oakland, California 94612 | |
(Address of principal executive offices) (Zip Code) | (Address of principal executive offices) (Zip Code) | |
(415) 973-1000 | (415) 973-7000 | |
(Registrant’s telephone number, including area code) | (Registrant’s telephone number, including area code) |
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 (see General Instruction A.2. below):☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 | PCG | The New York Stock Exchange | ||
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable | PCG-PA | NYSE American LLC | ||
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable | PCG-PB | NYSE American LLC | ||
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable | PCG-PC | NYSE American LLC | ||
First preferred stock, cumulative, par value $25 per share, 5% redeemable | PCG-PD | NYSE American LLC | ||
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable | PCG-PE | NYSE American LLC | ||
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable | PCG-PG | NYSE American LLC | ||
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable | PCG-PH | NYSE American LLC | ||
First preferred stock, cumulative, par value $25 per share, 4.36% redeemable | PCG-PI | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934(§240.12b-2
of this chapter).Emerging growth company | PG&E Corporation | ☐ | ||
Emerging growth company | Pacific Gas and Electric 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.
PG&E Corporation | ☐ | |
Pacific Gas and Electric Company | ☐ |
Item 8.01 | Other Events. |
Convertible Notes Offering
On November 29, 2023, PG&E Corporation issued a press release (the “Press Release”) announcing the launch of a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) of $1,500,000,000 aggregate principal amount of its Convertible Senior Secured Notes due 2027. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference and such Press Release does not constitute an offer of any securities or the solicitation of an offer to buy any securities.
Other Disclosure
The information set forth below is excerpted from an offering memorandum being provided to certain investors in connection with a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and does not constitute an offer of any securities or the solicitation of an offer to buy any securities.
PG&E Corporation regularly evaluates the capital markets, and may opportunistically consider an extension of that certain Term Loan Agreement, dated as of June 23, 2020, by and among PG&E Corporation, the several lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, the “HoldCo Term Loan Credit Agreement”), including as early as shortly after the pricing of the convertible notes offering discussed above. PG&E Corporation expects that following any such extension, the HoldCo Term Loan Credit Agreement will continue to have a maturity date prior to the maturity date of the convertible notes discussed above. However, there can be no assurance as to whether PG&E Corporation will pursue any such extension, or as to the terms of any such extension that it may elect to pursue.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description | |
99.1 | Press Release dated November 29, 2023 | |
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
PG&E CORPORATION | ||||
Date: November 29, 2023 | By: | /s/ Carolyn J. Burke | ||
Name: | Carolyn J. Burke | |||
Title: | Executive Vice President and Chief Financial Officer |
PACIFIC GAS AND ELECTRIC COMPANY | ||||
Date: November 29, 2023 | By: | /s/ Stephanie N. Williams | ||
Name: | Stephanie N. Williams | |||
Title: | Vice President, Chief Financial Officer and Controller |