Proceeds Will be Used to Partially Fund
Emergence From Chapter 11, with Emergence Anticipated to be on or
About July 1, 2020 if Offerings are Successfully
Consummated
PG&E Corporation today announced that it has launched
concurrent underwritten public offerings of its common stock and
its equity units, seeking $4 billion and approximately $1.23
billion of gross proceeds1, respectively, as part of its plan to
fund its emergence from Chapter 11. PG&E intends to grant the
underwriters in each offering a 30-day option to purchase
additional shares of common stock and equity units representing up
to $400 million and approximately $123 million of gross proceeds,
respectively. The offerings are currently expected to price during
the week commencing June 22, 2020 and are expected to close on or
about July 1, 2020, subject to market conditions and the
satisfaction of customary closing conditions. If the offerings are
successfully consummated, following the application of proceeds
thereof, PG&E Corporation currently anticipates emerging from
Chapter 11 on or about July 1, 2020.
The common stock offering and equity units offering are separate
public offerings made by means of separate prospectus supplements
and are not contingent on each other.
Each equity unit will consist of a prepaid stock contract and an
undivided beneficial ownership interest in specified zero-coupon
U.S. treasury strips that mature on a quarterly basis from, and
including, August 15, 2020 through, and including, August 15,
2023.
PG&E’s common stock is listed on the New York Stock Exchange
under the symbol “PCG,” and PG&E has applied to list the equity
units on the New York Stock Exchange under the symbol “PCGU.”
Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint
lead book-running managers for both the common stock offering and
the equity units offering. Barclays, Citigroup and BofA Securities
are also acting as joint book-running managers for both the common
stock offering and the equity units offering.
Reserved Allocation
As previously announced, up to $1.25 billion of the common stock
offering has been reserved for investors who are beneficial owners
of at least 1,000,000 shares of PG&E common stock as of 5:00 pm
ET on June 19, 2020 (the “Reserved Allocation”). The terms and
conditions of the purchases by any investors participating in the
Reserved Allocation will be the same as any other person in the
general offering to the public, including the purchase price,
except that the underwriters will reserve up to $1.25 billion of
shares to be offered in the common stock offering for purchase by
prospective participants in the Reserved Allocation. There will be
no obligation for any investor to participate in the Reserved
Allocation.
Also as previously announced, any investor that satisfies the
eligibility criteria and is interested in participating in the
Reserved Allocation should contact PG&E Investor Relations at
(415) 972-7080 or invrel@pge-corp.com and request a copy of the
Reserved Allocation Eligibility Form. Eligible investors must
submit the Reserved Allocation Eligibility Form together with any
supporting documents by 5:00 pm ET on June 23, 2020 (such date and
time, “the Eligibility Application Deadline”). Investors that do
not submit all required information by the Eligibility Application
Deadline will not be able to participate in the Reserved
Allocation. The Reserved Allocation Eligibility Form will provide
PG&E and the underwriters with a summary of an eligible
investor’s current ownership of PG&E equity, an overview of its
effective ownership (taking into consideration other transactions,
including derivative transactions) as well as its expected demand
in the upcoming offering.
For more detailed information regarding the Reserved Allocation,
including the procedures required to participate, please see the
preliminary prospectus supplement for the common stock offering
filed by PG&E Corporation with the Securities and Exchange
Commission (the “SEC”) on June 19, 2020. Information on how to
obtain a copy of the preliminary prospectus supplement is provided
below.
This description of the Reserved Allocation is for information
purposes only. This press release shall not constitute an offer to
sell or a solicitation of an offer to buy any shares of PG&E
common stock from any person.
Retail Allocation
PG&E currently expects that up to 25% of the common stock
offering will be allocated to individual investors (also known as
“retail” investors) through brokerage firms (the “Retail
Allocation”). Each brokerage firm may have eligibility requirements
and procedures that must be satisfied in order to have an
opportunity to participate in the offering. Any shares not
allocated as part of the Retail Allocation are expected to be
allocated as part of the general allocation process for the common
stock offering.
This description of the Retail Allocation is for information
purposes only. PG&E is neither soliciting offers to purchase,
nor accepting offers to buy, any shares of PG&E common stock
from any person.
About PG&E Corporation
PG&E Corporation is a holding company headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company (the “Utility”), an energy company that serves 16 million
Californians across a 70,000-square-mile service area in Northern
and Central California. Each of PG&E Corporation and the
Utility is a separate entity, with distinct creditors and
claimants, and is subject to separate laws, rules and
regulations.
Non-Solicitation
The common stock and equity units will be offered and sold
pursuant to an effective shelf registration statement on Form S-3
filed by PG&E Corporation with the SEC and only by means of
separate prospectus supplements, together with the accompanying
prospectus included in the registration statement. A preliminary
prospectus supplement relating to and describing the terms of each
offering has been filed with the SEC and will be available on the
SEC’s website at www.sec.gov. Copies of the preliminary prospectus
supplement and accompanying prospectus for each offering may also
be obtained by contacting Goldman Sachs & Co. LLC, Attention:
Prospectus Department, 200 West Street, New York, NY 10282, or via
telephone: 1-866-471-2526; J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, Attention: Prospectus Department,
1155 Long Island Avenue, Edgewood, NY 11717, or via telephone:
1-866-803-9204; Barclays Capital Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (or by email
at barclaysprospectus@broadridge.com or telephone at
1-888-603-5847); Citigroup Global Markets Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or
by telephone at 1-800-831-9146; or BofA Securities, Inc.,
NC1-004-03-43 200 North College Street, 3rd floor, Charlotte NC,
28255-0001, Attn: Prospectus Department, Email:
dg.prospectus_requests@bofa.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy securities, and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements that are
not historical facts, including statements about the expected
offerings, the anticipated offering procedures and the anticipated
emergence from the Chapter 11 cases. 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.
There can be no assurance that the expected offerings will be
consummated on the terms described in this press release, or at
all. 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 PG&E Corporation’s and
the Utility’s joint annual report on Form 10-K for the year ended
December 31, 2019, the joint quarterly report on Form 10-Q for the
quarter ended March 31, 2020 and other reports filed with the SEC,
which are available on the SEC website at www.sec.gov. Additional
factors include, but are not limited to, those associated with the
Chapter 11 cases of PG&E Corporation and the Utility that
commenced on January 29, 2019. PG&E 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.
1 Amount excludes any proceeds of equity unit offering to be
applied to purchase the U.S. treasury securities.
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