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: December 8, 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 1.01. | Entry into a Material Definitive Agreement. |
On December 8, 2023, PG&E Corporation (the “Company”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), entered into that certain Amendment No. 3 to Term Loan Credit Agreement (the “Amendment”), which amended that certain Term Loan Credit Agreement, dated as of June 23, 2020 (as amended, the “Term Loan Credit Agreement”), among the Company, the lenders party thereto from time to time and the Administrative Agent. Pursuant to the Amendment, the Term Loan Credit Agreement was amended to, among other things, (i) extend the maturity date of the term loans outstanding thereunder to June 23, 2027 and (ii) reduce the applicable margin from 300 basis points to 250 basis points. As a result of voluntary prepayments of the term loans made by the Company on December 4, 2023 and December 8, 2023, and after giving effect to the effectiveness of the Amendment, the aggregate principal amount of term loans outstanding under the Term Loan Credit Agreement is $500,000,000.
The foregoing description of the Amendment and the Term Loan Credit Agreement is qualified in its entirety by reference to the full text of the Amendment and the Term Loan Credit Agreement, which are attached as Exhibit 10.1 hereto and incorporated by reference herein.
Certain of the lenders under the Term Loan Credit Agreement and/or their affiliates have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to PG&E Corporation and Pacific Gas and Electric Company (the “Utility”). Such lenders have received, and may in the future receive, customary compensation from PG&E Corporation and the Utility for such services.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report on Form
8-K
is incorporated by reference into this Item 2.03.Item 8.01 | Other Events. |
As previously reported, on December 4, 2023, the Company issued $2,150,000,000 aggregate principal amount of 4.25% Senior Secured Convertible Notes due 2027 (the “Notes”) pursuant to an Indenture, dated as of December 4, 2023 (the “Convertible Notes Indenture”), among the Company, The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and JPMorgan Chase Bank, N.A., as collateral agent. In connection with the Amendment, the Company delivered an irrevocable notice (the “Irrevocable Notice”) to the Trustee on the date hereof to irrevocably fix the Settlement Method (as defined in the Convertible Notes Indenture) to Combination Settlement (as defined in the Convertible Notes Indenture) with a Specified Dollar Amount (as defined in the Convertible Notes Indenture) per $1,000 principal amount of Notes at or above $1,000 for any conversions of the Notes occurring subsequent to the delivery of such Irrevocable Notice on the date hereof; provided that in no event shall the Specified Dollar Amount per $1,000 principal amount of Notes be less than $1,000.
The foregoing description of the Irrevocable Notice is qualified in its entirety by reference to the full text of the Irrevocable Notice, which is attached as Exhibit 99.1 hereto and the Convertible Notes Indenture, which is incorporated by reference as Exhibit 4.1 hereto. Such exhibits are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: December 8, 2023 | By: | /s/ Carolyn J. Burke | ||||
Name: | Carolyn J. Burke | |||||
Title: | Executive Vice President and Chief Financial Officer |
PACIFIC GAS AND ELECTRIC COMPANY | ||||||
Date: December 8, 2023 | By: | /s/ Stephanie N. Williams | ||||
Name: | Stephanie N. Williams | |||||
Title: | Vice President, Chief Financial Officer and Controller |