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 13, 2019
(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 |
 |  | |
| 77 BEALE STREET | 77 BEALE STREET | |
| P.O. BOX 770000 | P.O. BOX 770000 | |
| SAN FRANCISCO, California 94177 | SAN FRANCISCO, California 94177 | |
| (Address of principal executive offices) (Zip Code) | (Address of principal executive offices) (Zip Code) | |
| (415) 973-1000 | (415) 973-1000 | |
(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 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
| ☐ | 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 | PCG | The New York Stock Exchange |
| 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, 5% redeemable | PCG-PD | 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% series A redeemable | PCG-PI | NYSE American LLC |
| 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 |
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 Definite Agreement.
As previously disclosed, on January 29, 2019, the PG&E Corporation (the “Corporation”) and Pacific Gas and Electric Company (the “Utility,” and together with the Corporation, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code in the U.S. Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”).
RSA Amendments
As previously disclosed, the Debtors entered into a Restructuring Support Agreement dated as of September 22, 2019 between the Debtors and holders of insurance subrogation claims identified in the Debtors’ Form 8-K filed September 26, 2019 as “Consenting Creditors”, which was subsequently amended and restated on November 1, 2019 (as amended, the “RSA”).
On November 13, 2019, the Debtors entered into an amendment to the RSA with the Consenting Creditors. The amendment extended the deadline for obtaining Bankruptcy Court approval of the RSA from November 14, 2019 to November 24, 2019. On November 18, 2019, the Debtors entered into a second amendment to the RSA with the Consenting Creditors. The second amendment extended the deadline for obtaining Bankruptcy Court approval of the RSA from November 24, 2019 to December 6, 2019.
Debt Commitment Letter Amendment
As previously disclosed, the Debtors entered into debt commitment letters (the “Debt Commitment Letters”) with each of the entities set forth in Schedule I to Exhibit 10.1 of the Debtors’ Form 8-K dated October 15, 2019 (the foregoing parties, collectively, the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide $34.35 billion in bridge financing for the Debtors’ plan of reorganization.
On November 18, 2019 the Debt Commitment Letters were amended to extend the deadline for obtaining Bankruptcy Court approval of the Debt Commitment Letters from November 20, 2019 to December 20, 2019 (the “Amendment No. 1 to Debt Commitment Letters”).
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements that are not historical facts, including statements about the beliefs, expectations, estimates, future plans and strategies of the Corporation and the Utility, including but not limited to their bankruptcy emergence plan and related financings. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties, including the possibility that the conditions to emergence in the plan, to the settlement contemplated by the RSA, or to funding under the debt or equity financing commitments will not be satisfied. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include factors disclosed in the Corporation and the Utility’s Annual Report on Form 10-K for the year ended December 31, 2018, their Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, and their subsequent reports filed with the Securities and Exchange Commission. Additional factors include, but are not limited to, those associated with the Corporation’s and the Utility’s Chapter 11 cases. The Corporation and the Utility undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law.
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 19, 2019 | By: | /s/ LINDA Y. H. CHENG | ||
| Name: | Linda Y. H. Cheng | |||
| Title: | Vice President, Corporate Governance and Corporate Secretary | |||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||
| Date: November 19, 2019 | By: | /s/ DAVID S. THOMASON | ||
| Name: | David S. Thomason | |||
| Title: | Vice President, Chief Financial Officer and Controller | |||