Issuer Free Writing Prospectus dated June 18, 2020
Filed Pursuant to Rule 433
Registration No. 333-236629-01
(Supplementing the Preliminary Prospectus Supplement dated
June 15, 2020 to the Prospectus dated June 9, 2020)
PRICING TERM SHEET
PG&E Corporation
June 18, 2020
$1,000,000,000 5.000% Senior Secured Notes due 2028 (the 2028 Notes)
$1,000,000,000 5.250% Senior Secured Notes due 2030 (the 2030 Notes and, together with the 2028 Notes, the Notes)
The information in this pricing term sheet relates to PG&E Corporations offering of Notes in the series listed above and should be read
together with the preliminary prospectus supplement dated June 15, 2020 (the Preliminary Prospectus Supplement) relating to such offering and the accompanying prospectus dated June 9, 2020, including the documents incorporated
by reference therein, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, included in the Registration Statement No. 333-236629-01 (as
supplemented by such Preliminary Prospectus Supplement, the Preliminary Prospectus). The information in this pricing term sheet supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the
extent inconsistent with the information in the Preliminary Prospectus.
The aggregate principal amount of Notes to be issued in this offering
has decreased from $3,750,000,000 to $2,000,000,000, which represents a decrease of $1,750,000,000 from the aggregate principal amount of Notes set forth in the Preliminary Prospectus. As a result of such decrease, the New HoldCo Term Loan Facility
(as defined in the Preliminary Prospectus) will be increased by $1,750,000,000 to an aggregate of $2,750,000,000. Corresponding changes will be made where applicable throughout the Preliminary Prospectus. Other information (including financial
information) presented or incorporated by reference in the Preliminary Prospectus is deemed to have changed to the extent affected by the changes described herein.
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Issuer:
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PG&E Corporation (the Company)
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Anticipated Ratings (Moodys/S&P/Fitch):*
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B1 / BB- / BB (stable by all)
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Aggregate Principal Amount Offered:
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2028 Notes: $1,000,000,000
2030 Notes:
$1,000,000,000
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Issue Price:
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2028 Notes: 100.000%, plus accrued interest, if any, from June 23, 2020
2030 Notes: 100.000%, plus accrued interest, if any, from June 23, 2020
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Trade Date:
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June 18, 2020
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Settlement Date:
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June 23, 2020 (T+3)
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