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: December 16, 2019
(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
001-12609
 
PG&E CORPORATION
 
California
 
94-3234914
001-02348
 
PACIFIC GAS AND ELECTRIC COMPANY
 
California
 
94-0742640
 
GRAPHIC   GRAPHIC
77 BEALE STREET
 
77 BEALE STREET
P.O. BOX 770000
 
P.O. BOX 770000
SAN FRANCISCO, California 94177
 
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 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 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
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 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, PG&E Corporation and Pacific Gas and Electric Company (the “Utility” and, together with PG&E Corporation, the “Debtors”) entered into a Restructuring Support Agreement (the “RSA”) with the Official Committee of Tort Claimants (the “TCC”), the attorneys and other advisors and agents for holders of Fire Victim Claims (as defined in the RSA) that are signatories to the RSA (each a “Consenting Fire Claimant Professional”), and certain funds and accounts managed or advised by Abrams Capital Management, LP and certain funds and accounts managed or advised by Knighthead Capital Management, LLC (each a “Shareholder Proponent”).  On December 12, 2019, the Debtors and Shareholder Proponents filed the Debtors’ and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization dated December 12, 2019 with the Bankruptcy Court (the “Proposed Plan”).

On December 16, 2019, the Debtors entered into an amendment to the RSA (the “Amendment”) with the Requisite Consenting Fire Claimant Professionals (as defined in the RSA, which includes the TCC) and the Shareholder Proponents.  Previously, the RSA provided that it would automatically terminate if, on or before December 13, 2019, the Governor of the State of California (the “Governor”) advised the Debtors that in his sole judgment the Proposed Plan and the restructuring transactions provided therein do not comply with Assembly Bill 1054, provided that such termination could not occur if the Debtors had modified the Proposed Plan in a manner acceptable to the Governor in his sole discretion by the earlier of (i) the commencement of the Bankruptcy Court hearing to approve the RSA and (ii) December 17, 2019. The Amendment eliminates this automatic termination provision.  The Amendment also makes certain changes to the definition of “Aggregate Fire Victim Consideration.”

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 16, 2019, PG&E Corporation issued a news release announcing the Amendment.  A copy of this news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 is being furnished hereby and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Debtors’ filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Current Report on Form 8-K (including the exhibit hereto or any information included herein or therein) shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Public Dissemination of Certain Information

PG&E Corporation and the Utility routinely provide links to the Utility’s principal regulatory proceedings with the California Public Utilities Commission and the Federal Energy Regulatory Commission at http://investor.pgecorp.com, under the “Regulatory Filings” tab, so that such filings are available to investors upon filing with the relevant agency. PG&E Corporation and the Utility also routinely post, or provide direct links to, presentations, documents, and other information that may be of interest to investors at http://investor.pgecorp.com, under the “Chapter 11,” “Wildfire Updates” and “News & Events: Events & Presentations” tabs, respectively, in order to publicly disseminate such information. It is possible that any of these filings or information included therein could be deemed to be material information. The information contained on such website is not part of this or any other report that PG&E Corporation or the Utility files with, or furnishes to, the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit Number
 
Description
10.1
 
 
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
 
       
Date: December 17, 2019
By:
/s/ JASON P. WELLS
 
   
Name:
Jason P. Wells  
   
Title:
Executive Vice President and Chief Financial Officer  
       
 
 
 
PACIFIC GAS AND ELECTRIC COMPANY
 
       
Date: December 17, 2019
By:
/s/ DAVID S. THOMASON
 
   
Name:
David S. Thomason  
   
Title:
Vice President, Chief Financial Officer and Controller  
       
 

Exhibit 10.1

Execution Version



FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

This FIRST AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of December 16, 2019 (the “Effective Date”), is entered into by and among (a) the Debtors; (b) the TCC; (c) the Consenting Fire Claimant Professionals; and (d) the Shareholder Proponents (each as defined in the RSA referenced below).

WHEREAS, the Debtors, the TCC, the Consenting Fire Claimant Professionals and the Shareholder Proponents are parties to that certain Restructuring Support Agreement, dated December 6, 2019 (together with all exhibits and attachments thereto, the “RSA”); and

WHEREAS, the Parties desire to amend the RSA as set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.          Definitions.  Capitalized terms used herein shall have the meanings given to them in the RSA unless otherwise defined herein.

2.          Amendment to the RSA.  Section 3(a)(iii) of the RSA is hereby deleted in its entirety and replaced with the following:

“iii.          [reserved].”

3.          Amendment to Amended Plan Definition of “Aggregate Fire Victim Consideration.”  The Debtors and the Shareholder Proponents agree to amend the Amended Plan by deleting the definition of “Aggregate Fire Victim Consideration” in its entirety and replacing it with the following:

1.6          Aggregate Fire Victim Consideration means the aggregate consideration used to fund the Fire Victim Trust of (a) $5.4  billion in cash to be contributed on the Effective Date, (b) $1.35 billion consisting of (i) $650 million to be paid in cash on or before January 15, 2021 pursuant to the Tax Benefits Payment Agreement, and (ii) $700 million to be paid in cash on or before January 15, 2022 pursuant to the Tax Benefits Payment Agreement; (c) $6.75 billion in New HoldCo Common Stock (issued at Fire Victim Equity Value), which shall not be less than 20.9% of the New HoldCo Common Stock based on the number of fully diluted shares of Reorganized HoldCo (calculated using the treasury stock method (using an Effective Date equity value equal to Fire Victim Equity Value)) that will be outstanding as of the Effective Date (assuming all equity offerings and all other equity transactions specified by the Plan, including without limitation, equity issuable upon the exercise of any rights or the conversion or exchange of or for any other securities, are consummated and settled on the Effective Date, but excluding any future equity issuance not specified by the Plan) assuming the Utility’s allowed return on equity as of the date of the Tort Claimants RSA and reasonable registration rights consistent with the recommendations of the Debtors’ equity underwriter and tax rules and regulations; (d) the assignment by the Debtors and Reorganized Debtors to the Fire Victim Trust of the Assigned Rights and Causes of Action; and (e) assignment of rights, other than the rights of the Debtors to be reimbursed under the 2015 Insurance Policies for claims submitted prior to the Petition Date, under the 2015 and 2016 Insurance Policies to resolve any claims related to Fires in those policy years. For the avoidance of doubt, the Aggregate Fire Victim Consideration shall not include any amounts for the Public Entities Settlement which shall be satisfied from other Plan financing sources but not from the Aggregate Fire Victim Consideration.



4.          Reservation of Rights / No Waiver.  The Parties acknowledge and agree that except as expressly set forth herein, this Amendment shall not constitute a waiver by any Party of any rights or claims related to the RSA, and all Parties hereby reserve any and all rights not expressly amended or modified herein.


5.          Effectiveness.  This Amendment shall be deemed effective on the date on which the Debtors, the Shareholder Proponents, and the Requisite Consenting Fire Claimant Professionals have duly executed and delivered counterparts of this Amendment.

6.          Integration.  Each Party hereby: (a) acknowledges the terms of this Amendment; (b) agrees that this Amendment, together with the RSA, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect to such subject matter and (c) agrees that each reference to the RSA hereafter made in any document, agreement, instrument, filing, pleading, notice or communication shall mean and be a reference to the RSA as amended and modified by this Amendment.

7.          Counterparts.  This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.  Delivery of a copy of this Amendment bearing an original signature by electronic transmission shall have the same effect as physical delivery of the paper document bearing the original signature.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers, solely in their respective capacities as officers of the undersigned and not in any other capacity, as of the date first set forth above.
 
 
 
DEBTORS
 
       
 
PG&E CORPORATION
 
       
 
By:
/s/ Janet C. Loduca  
   
Name:
Janet C. Loduca
 
   
Title:
Senior Vice President,
General Counsel
 
       
 
 
PACIFIC GAS AND ELECTRIC COMPANY
 
       
 
By:
/s/ Janet C. Loduca  
   
Name:
Janet C. Loduca
 
   
Title:
Senior Vice President,
General Counsel
 
       









[First Amendment to the Restructuring Support Agreement]



TCC
   
       
       
By:
/s/ Cecily A. Dumas    
       
Name:
Cecily A. Dumas
   
       
Firm:
Baker & Hostetler LLP
   
 
Attorneys for TCC
   
 









[First Amendment to the Restructuring Support Agreement]


CONSENTING FIRE CLAIMANT PROFESSIONAL
 
       
       
By:
/s/ Brendan M. Kunkle    
       
Name:
Brendan M. Kunkle
   
       
Firm:
Abbey, Weitzenberg, Warren & Emery
   
 
 Attorneys for Holders of Fire Victim Claims
   
 













CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ E. Elliot Adler    
       
Name:
E. Elliot Adler
   
       
Firm:
Adler Law Group, APLC
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 





[First Amendment to the Restructuring Support Agreement]


CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Mary E. Alexander
   
       
Name:
Mary E. Alexander    
       
Firm:
Mary Alexander & Associates
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 










[First Amendment to the Restructuring Support Agreement]


CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Nelson C. Barry III    
       
Name:
Nelson C. Barry III
   
       
Firm:
Law Office of Nelson C. Barry III
   
  Attorneys for Holders of Fire Victim Claims
   
 







[First Amendment to the Restructuring Support Agreement]
 


CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ James P. Frantz    
       
Name:
James P. Frantz
   
       
Firm:
Frantz Law Group APLC
   
 
Attorneys for Holders of Fire Victim Claims
   
 


By:
/s/ Richard K. Bridgford    
       
Name:
Richard K. Bridgford, Esq.
   
       
Firm:
Bridgford, Gleason & Artinian
   
 
Attorneys for Holders of Fire Victim Claims
   
 


By:
/s/ Patrick McNicholas
   
       
Name:
Patrick McNicholas, Esq.    
       
Firm:
McNicholas & McNicholas
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 









[First Amendment to the Restructuring Support Agreement]



CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Steven M. Campora    
       
Name:
Steven M. Campora
   
       
Firm:
Dreyer, Babich, Buccola, Wood, Campora LLP
   
 
Attorneys for Holders of Fire Victim Claims
   
 










[First Amendment to the Restructuring Support Agreement]
 


CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Dario de Ghetaldi    
       
Name:
Dario de Ghetaldi
   
       
Firm:
Corey, Luzaich, de Ghetaldi & Riddle LLP
   
 
Attorneys for Holders of Fire Victim Claims
   
 


By:
/s/ Michael S. Danko    
       
Name:
Michael S. Danko
   
       
Firm:
Danko Meredith, Trial Lawyers
   
 
Attorneys for Holders of Fire Victim Claims
   
 


By:
/s/ Eric Gibbs    
       
Name:
Eric Gibbs
   
       
Firm:
Gibbs Law Group LLP
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 






[First Amendment to the Restructuring Support Agreement]


CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Dave Fox
   
       
Name:
Dave Fox
   
       
Firm:
Fox Law, APC
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 









[First Amendment to the Restructuring Support Agreement]


CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Frank M. Pitre    
       
Name:
Frank M. Pitre
   
       
Firm:
Cotchett, Pitre & McCarthy
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 







[First Amendment to the Restructuring Support Agreement]

CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Donald Dowling    
       
Name:
Donald Dowling
   
       
Firm:
Ross, Hackett, Dowling, Valencia & Walti
   
 
Attorneys for Holders of Fire Victim Claims
   
 









[First Amendment to the Restructuring Support Agreement]




CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Gerald Singleton    
       
Name:
Gerald Singleton
   
       
Firm:
Singleton Law Firm, APC
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 







[First Amendment to the Restructuring Support Agreement]

CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Steven J. Skikos    
       
Name:
Steven J. Skikos
   
       
Firm:
Skikos, Crawford, Skikos & Joseph
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 









[First Amendment to the Restructuring Support Agreement]

CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Tom Tosdal    
       
Name:
Tom Tosdal
   
       
Firm:
Tosdal Law Firm
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 








[First Amendment to the Restructuring Support Agreement]

CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Khaldoun A. Baghdadi    
       
Name:
Khaldoun A. Baghdadi, Esq.
   
       
Firm:
Walkup, Melodia, Kelly & Schoenberger
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 








[First Amendment to the Restructuring Support Agreement]

CONSENTING FIRE CLAIMANT
PROFESSIONAL
 
       
       
By:
/s/ Mikal Watts
   
       
Name:
Mikal Watts
   
       
Firm:
Watts Guerra LLP
   
 
Attorneys for Holders of Fire Victim Claims
   
 
 









[First Amendment to the Restructuring Support Agreement]

SHAREHOLDER PROPONENT
 
       
       
By:
Abrams Capital Management, L.P. on
behalf of certain funds and accounts it
manages or advises
   
       
 
By: Abrams Capital Management,
LLC, its General Partner
   
       
Signature:
/s/ David Abrams
   
Name:
David Abrams
   
Title:
Managing Member
   
 

   
 
 









[First Amendment to the Restructuring Support Agreement]


SHAREHOLDER PROPONENT
 
       
       
By:
Knighthead Capital
Management, LLC
on behalf of certain funds and
accounts it manages or advises
   
       
Signature:
/s/ Thomas A. Wagner    
Name:
Thomas A. Wagner
   
Title:
Managing Member
   
 

   
 
 






[First Amendment to the Restructuring Support Agreement]

Exhibit 99.1



   
Investor Relations Contact: 415.972.7080 | Media Inquiries Contact: 415.973.5930 | www.pgecorp.com
 
 
 

 December 16, 2019

PG&E Announces Amendment to Restructuring Support Agreement

with Individual Wildfire Victims’ Representatives

SAN FRANCISCO, Calif.— PG&E Corporation and Pacific Gas and Electric Company (together, “PG&E”) today announced that they have entered into an amendment to the Restructuring Support Agreement among the company and certain representatives of the wildfire victims (the "Tort Claimants RSA") in order to reaffirm the parties’ continued support of the $13.5 billion settlement. The amendment to the Tort Claimants RSA eliminates the provision that would automatically terminate the Tort Claimants RSA if the Governor of California advises PG&E that its Chapter 11 Plan (the “Plan”) does not, in his sole judgment, comply with Assembly Bill 1054 (AB 1054) and the Plan is not modified in a manner acceptable to the Governor by December 17, 2019.

The parties intend to proceed with the Tort Claimants RSA approval hearing before the Bankruptcy Court on December 17, 2019.  The company fully intends to comply with the provisions of AB 1054 and will continue to address the concerns in the letter to the company from the Governor dated December 13, 2019.  PG&E has been engaged in constructive dialogue to address those concerns with the common objectives of having PG&E be safe, sound and financially stable upon emergence from Chapter 11. PG&E expects this dialogue to continue.

Public Dissemination of Certain Information
PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) routinely provide links to the Utility’s principal regulatory proceedings with the California Public Utilities Commission and the Federal Energy Regulatory Commission at http://investor.pgecorp.com, under the “Regulatory Filings” tab, so that such filings are available to investors upon filing with the relevant agency. PG&E Corporation and the Utility also routinely post, or provide direct links to, presentations, documents, and other information that may be of interest to investors at http://investor.pgecorp.com, under the “Chapter 11,” “Wildfire Updates” and “News & Events: Events & Presentations” tabs, respectively, in order to publicly disseminate such information. It is possible that any of these filings or information included therein could be deemed to be material information.

About PG&E Corporation
PG&E Corporation (NYSE: PCG) is a holding company headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, 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. For more information, visit http://www.pgecorp.com.

Forward-Looking Statements

This press release contains forward-looking statements that are not historical facts, including statements about the beliefs, expectations, estimates, future plans and strategies of PG&E Corporation and the Utility, including but not limited to their bankruptcy emergence plan and related financings. 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, including the possibility that the conditions to emergence in the Plan or to funding under equity financing commitments will not 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 and the Utility’s joint Annual Report on Form 10-K for the year ended December 31, 2018, their joint Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, and their subsequent reports filed with the Securities and Exchange Commission. 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.