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: June 6, 2022
(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 | |||
1-12609 | PG&E CORPORATION | California | 94-3234914 | |||
1-2348 | PACIFIC GAS AND ELECTRIC COMPANY | California | 94-0742640 |
 |  | |
77 Beale Street P.O. Box 770000 San Francisco, California 94177 | 77 Beale Street P.O. Box 770000 San Francisco, California 94177 | |
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
8-K
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting Material pursuant to Rule 14a-12 240.14a-12) |
| ☐ | Pre-commencement 14d-2(b) 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) 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 | ||
Equity Units | PCGU | 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 of the Securities Exchange Act of 1934 of this chapter).
12b-2
(§240.12b-2
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 |
On June 8, 2022, Pacific Gas and Electric Company completed the sale of (i) $450,000,000 aggregate principal amount of 4.950% First Mortgage Bonds due 2025, (ii) $450,000,000 aggregate principal amount of
5
.450% First Mortgage Bonds due 2027 and (iii) $600,000,000 aggregate principal amount of 5.900% First Mortgage Bonds due 2032 (collectively, the “Mortgage Bonds”). For further information concerning the Mortgage Bonds, refer to the exhibits attached to this report.Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated June 6, 2022, by and among Pacific Gas and Electric Company, BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc. and Credit Suisse Securities (USA) LLC | |
| 4.1 | Sixteenth Supplemental Indenture, dated as of June 8, 2022, relating to the Mortgage Bonds, between Pacific Gas and Electric Company and the Trustee (including the forms of the Mortgage Bonds of each series) | |
| 5.1 | Opinion of Hunton Andrews Kurth LLP, dated June 8, 2022 | |
| 23.1 | Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1 above) | |
| 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 | ||||||
| By: | /s/ Christopher A. Foster | |||||
| Christopher A. Foster | ||||||
| Dated: June 8, 2022 | Executive Vice President and Chief Financial Officer | |||||
PACIFIC GAS AND ELECTRIC COMPANY | ||||||
| By: | /s/ David S. Thomason | |||||
| David S. Thomason | ||||||
| Dated: June 8, 2022 | Vice President, Chief Financial Officer and Controller | |||||