Proceeds Will Be Used to Partially Fund
Emergence From Chapter 11, with Emergence Anticipated to Be on July
1, 2020
PG&E Corporation today announced that it has priced its
previously announced underwritten public offering of 423,372,629
shares of its common stock at a price per share to the public of
$9.50 and its previously announced concurrent underwritten public
offering of 14,545,455 of its equity units at a price of $100 per
unit, for total net proceeds to the Corporation, before estimated
offering expenses, of approximately $3.968 billion and
approximately $1.186 billion, respectively. The offerings are part
of PG&E’s plan to fund its emergence from Chapter 11, subject
to market conditions. PG&E has granted the underwriters in each
offering, on the same terms as each offering, a 30-day option to
purchase up to an additional 42,337,263 shares of common stock and
1,454,545 prepaid stock contracts to create up to 1,454,545 equity
units, respectively. The offerings are currently expected to close
on July 1, 2020, subject to the satisfaction of customary closing
conditions. The completion of each offering is conditioned upon
emergence from the Chapter 11 Cases on the effective date of the
Plan of Reorganization, which in turn is conditioned upon PG&E
having obtained funding for the Plan of Reorganization. If the
offerings are successfully consummated, following the application
of proceeds thereof, PG&E Corporation currently anticipates
emerging from Chapter 11 on 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 a
1/48,000th 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. Each prepaid stock contract will automatically settle on
August 16, 2023 (subject to postponement in certain limited
circumstances). The maximum settlement rate per prepaid stock
contract will be 10.5263 shares of common stock (which corresponds
to a reference price of approximately $9.50 per share of common
stock), and the minimum settlement rate per prepaid stock contract
will be 8.5929 shares of common stock (which corresponds to a
threshold appreciation price of approximately $11.6375 per share of
common stock). PG&E expects that the amount payable per equity
unit per full quarter in respect of the relevant zero-coupon U.S.
treasury strips will be equal to $1.3750, which represents an
annual rate of return on the stated amount per equity unit of
5.50%.
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.
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 are being 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 offerings 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
conditions to consummation of the offerings will 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 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.
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