On June 19, 2020, the Debtors filed the Debtors and Shareholder Proponents Joint Chapter 11
Plan of Reorganization Dated June 19, 2020 [Docket No. 8048] with the Bankruptcy Court (as may be amended, modified, or supplemented, together with all exhibits and schedules thereto, the Plan). All capitalized terms used but
not defined herein shall have the respective meanings ascribed to them in the Plan. On June 20, 2020, the Bankruptcy Court entered an order [Docket No. 8053] (the Confirmation Order) confirming the Plan. A copy of the
Confirmation Order, with a copy of the Plan, as confirmed, is filed as Exhibit 2 hereto and is incorporated herein by reference. Any descriptions or summaries of the terms of the Confirmation Order or Plan herein are qualified in their entirety by
Exhibit 2. On July 1, 2020 (the Effective Date), the Debtors consummated their reorganization pursuant to the Plan.
In full
satisfaction, release and discharge of the wildfire-related claims of certain individuals, public entities and other claimants (the Fire Victim Claims), on the Effective Date, the Debtors funded the Trust with aggregate consideration
consisting of $6.75 billion in cash (including $1.35 billion on a deferred basis in accordance with the Tax Benefits Payment Agreement described below) and 476,995,175 shares of Common Stock (the Trust Shares).
As described further in the Issuers Current Report on Form 8-K filed on June 24, 2020, the Issuer may be
required to issue shares of its Common Stock in respect of certain pre-petition claims arising from or related to the pre-petition Common Stock of the Issuer (such
claims, with certain other similar claims against the Company (the Pre-Petition Claims)). If such issuance is required, it may be determined that under the Plan, the Trust should receive additional
shares of Common Stock such that it would have owned 22.19% of the outstanding Common Stock on the Effective Date, assuming that such issuance of shares in respect of the Pre-Petition Claims had occurred on
the Effective Date.
Assignment Agreement
On the
Effective Date, the Trust entered into that certain Assignment Agreement, dated July 1, 2020, with the Issuer and the Utility (the Assignment Agreement), pursuant to which the Utility issued the Trust Shares to the Trust.
Additionally, under the Assignment Agreement, if the Issuer issues any additional equity units to the underwriters in connection with the Issuers equity units offering (the Option Securities), the Issuer must issue an additional
number of shares of Common Stock to the Trust such that the Trust would have owned 22.19% of the outstanding Common Stock on the Effective Date, assuming that such issuance of Option Securities had occurred on the Effective Date, subject to a cap of
748,415 additional shares (the True-Up Adjustment).
A copy of the Assignment Agreement is filed as
Exhibit 3 hereto and is incorporated herein by reference. Any descriptions or summaries of the terms of the Assignment Agreement herein are qualified in their entirety by Exhibit 3.
Trust Agreement
The Trust is a statutory trust created
under the Delaware Statutory Trust Act and is governed by the Trust Agreement. A copy of the Trust Agreement is filed as Exhibit 4 hereto and is incorporated herein by reference. Any descriptions or summaries of the terms of the Trust Agreement
herein are qualified in their entirety by Exhibit 4.
The purposes of the Trust are to (i) assume the liability for all Class 5A-III and Class 5B-III Claims against the Debtors, (ii) evaluate, administer, process, settle, defend, expunge, resolve, liquidate Fire Victim Claims,
and satisfy and pay all Approved Fire Victim Claims and all Trust Expenses of the Trust from the Trust Assets in a fair,
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