UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 9, 2020
(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
☐

Explanatory Note

On June 8, 2020, PG&E Corporation (the “Corporation”) and Pacific Gas and Electric Company (the “Utility”) filed a Current Report on Form 8-K dated June 7, 2020 (the “Original Form 8-K”) reporting, among other things, under Item 1.01 entry into separate agreements (each, a “Consent Agreement”) with investors (each, a “Backstop Party”) holding 89% of the equity backstop commitments to amend the Chapter 11 Plan Backstop Commitment Letters between the Corporation and each such Backstop Party (each, a “Backstop Commitment Letter”) and provide for certain other arrangements, and attaching under Item 9.01 the form of Consent Agreement. This Current Report on Form 8-K/A is being filed for the purpose of amending Item 1.01 of the Original Form 8-K to provide an update on the Consent Agreements and attach to the Form of Consent Agreement previously filed under Item 9.01 a schedule of Backstop Parties with whom the Corporation has entered into Consent Agreements.  This Current Report on Form 8-K/A does not amend or modify the Original Form 8-K in any other respect.


Item 1.01   Material Definitive Agreement.

As of June 9, 2020, the Corporation has entered into Consent Agreements with Backstop Parties holding 100% of the equity backstop commitments.  Attached as Exhibit 10.1 is a schedule dated as of June 9, 2020 setting forth the name of each Backstop Party, their Backstop Commitment Amount (as defined in each Backstop Commitment Letter) and their Forward Contract Purchase Commitment (as defined in the Consent Form).

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
 
Description

104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

(1) The Form of Consent Form is substantially identical in all material respects to each Consent Form that is otherwise required to be filed as an exhibit, except as to the Backstop Party, the amount of such Backstop Party’s Backstop Commitment Amount (as defined in the Backstop Commitment Letter) and the amount of such Backstop Party’s Forward Contract Purchase Commitment (as defined in the Consent Form). In accordance with instruction no. 2 to Item 601 of Regulation S-K, the registrant has filed the form of such Consent Form, with a schedule dated as of June 9, 2020 identifying the Consent Forms omitted and setting forth the material details in which each Consent Form differs from the form that was filed. The registrant acknowledges that the Securities and Exchange Commission may at any time in its discretion require filing of copies of any agreement so omitted.


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
 
       
Dated: June 10, 2020
By:
/s/ JASON P. WELLS
 
   
Name:
Jason P. Wells  
   
Title:
Executive Vice President and Chief Financial Officer  


 
PACIFIC GAS AND ELECTRIC COMPANY
 
       
Dated: June 10, 2020
By:
/s/ JANET C. LODUCA
 
   
Name:
Janet C. Loduca  
   
Title:
Senior Vice President and General Counsel  

Exhibit 10.1

Schedule of Backstop Consents

Backstop Party
Backstop Commitment Amount
(rounded to the nearest cent)
Forward Contract Purchase Commitment
(rounded to the nearest cent)
BG Backstop Partners, L.L.C.
$1,500,000,000.00
$65,340,909.13
GoldenTree Asset Management LP
$1,100,000,000.00
$47,916,666.69
Funds advised by Pentwater Capital Management LP
$777,777,777.77
$33,880,471.40
Appaloosa LP
$750,000,000.00
$32,670,454.56
Anchorage Capital Master Offshore, Ltd.
$575,000,000.00
$25,047,348.50
Knighthead Capital Management, LLC solely on behalf of certain funds and accounts it manages and/or advises
$400,000,000.00
$17,424,242.43
MFN Partners, LP
$500,000,000.00
$21,780,303.04
Redwood Master Fund, Ltd.
$359,854,896.00
$15,675,497.37
Redwood Drawdown Master Fund II, L.P.
$140,145,104.00
$6,104,805.67
Centerbridge Special Credit Partners III, L.P.
$81,226,427.00
$3,538,272.39
Centerbridge Credit Partners Master, L.P.
$243,773,573.00
$10,618,924.59
Attestor Value Master Fund LP
$250,000,000.00
$10,890,151.52
TAO Finance 1, LLC
$245,000,000.00
$10,672,348.49
Redwood IV Finance 1, LLC
$105,000,000.00
$4,573,863.64
Stonehill Capital Management, LLC, solely on behalf of certain funds it manages and/or advises
$250,000,000.00
$10,890,151.52
Silver Point Capital Fund, L.P.
$128,450,654.14
$5,595,388.35
Silver Point Capital Offshore Master Fund, L.P.
$218,073,486.30
$9,499,413.23
SPCP Access Holdings, LLC
$44,809,680.00
$1,951,936.82
SPCP Institutional Group, LLC
$88,666,179.56
$3,862,352.52
Third Point Loan LLC
$340,000,000.00
$14,810,606.07
Soros Fund Management LLC, solely on behalf of certain funds it manages and/or advises
$330,000,000.00
$14,375,000.01
Cyrus Capital Partners, L.P., in its capacity as investment manager to and on behalf of certain of its managed funds
$278,058,796.80
$12,112,409.72
Keyframe Capital Partners, L.P.
$9,941,203.20
$433,044.84
First Pacific Advisors, LP on behalf of certain funds and accounts it manages
$250,000,000.00
$10,890,151.52



American Steadfast, L.P.; Steadfast Capital, L.P.; Steadfast International Master Fund Ltd.
$250,000,000.00
$10,890,151.52
Owl Creek I, L.P.
$7,282,543.37
$317,232.00
Owl Creek II, L.P.
$53,450,796.26
$2,328,349.08
Owl Creek Credit Opportunities Master Fund, L.P.
$50,000,000.00
$2,178,030.30
Owl Creek Overseas Master Fund, Ltd.
$108,323,077.15
$4,718,618.89
Owl Creek SRI Master Fund, Ltd.
$5,943,583.22
$258,906.09
Owl Creek Special Situations Fund, L.P.
$10,000,000.00
$435,606.06
HBK Master Fund L.P.
$220,000,000.00
$9,583,333.34
SteelMill Master Fund LP
$70,000,000.00
$3,049,242.43
Glendon Capital Management L.P.
$132,000,000.00
$5,750,000.00
The Mangrove Partners Master Fund, Ltd.
$125,000,000.00
$5,445,075.76
683 Capital Partners, LP
$105,000,000.00
$4,573,863.64
Leonard Ellis
$10,000,000.00
$435,606.06
Monarch Alternative Capital LP, on behalf of its advisory clients and/or related entities
$100,000,000.00
$4,356,060.61
Governors Lane Master Fund LP
$100,000,000.00
$4,356,060.61
Nokota Capital Master Fund, L.P.
$100,000,000.00
$4,356,060.61
Nut Tree Master Fund, LP
$100,000,000.00
$4,356,060.61
Fidelity Summer Street Trust: Fidelity Capital & Income Fund
$26,000,000.00
$1,132,575.76
Fidelity Securities Fund: Fidelity Leveraged Company Stock Fund
$9,000,000.00
$392,045.45
Fidelity Advisor Series I: Fidelity Advisor Leveraged Company Stock Fund
$5,000,000.00
$217,803.03
Fidelity Advisor Series I: Fidelity Advisor High Income Advantage Fund
$3,400,000.00
$148,106.06
Variable Insurance Products Fund V: Strategic Income Portfolio - High Income Sub
$600,000.00
$26,136.36
Fidelity Advisor Series II: Fidelity Advisor Strategic Income Fund - High Income Sub
$6,000,000.00
$261,363.64
Fidelity Distressed Opportunities Master Fund I, L.P.
$7,000,000.00
$304,924.24
Fidelity Telecom and Utilities Fund
$40,000,000.00
$1,742,424.24
Caspian Capital LP, on behalf of its advisee funds
$86,988,360.00
$3,789,265.68
AG Super Fund Master, L.P.; AG Cataloochee, L.P.; AG MM, L.P.; AG Corporate Credit Opportunities Fund, L.P.
$80,000,000.00
$3,484,848.49



Avenue Energy Opportunities Fund II, AIV L.P.
$75,000,000.00
$3,267,045.46
Solel Capital Partners Master Fund L.P.
$75,000,000.00
$3,267,045.46
Zoe Partners, LP
$30,000,000.00
$1,306,818.18
Irvin Schlussel
$2,500,000.00
$108,901.52
Whitefort Capital Master Fund, LP
$42,000,000.00
$1,829,545.46
Diameter Master Fund LP
$38,011,640.00
$1,655,810.08
Diameter Dislocation Master Fund LP
$2,000,000.00
$87,121.21
DCOIV Master Fund I LP
$3,000,000.00
$130,681.82
Brigade Capital Management, LP solely on behalf of certain funds and accounts it manages and/or advises
$40,000,000.00
$1,742,424.24
Columbus Hill Capital Management, L.P., solely on behalf of certain funds and accounts it manages and/or advises
$40,000,000.00
$1,742,424.24
Serengeti Asset Management, LP, on behalf of its managed funds and accounts
$40,000,000.00
$1,742,424.24
Taal Capital Management LP
$40,000,000.00
$1,742,424.24
CSS, LLC
$40,000,000.00
$1,742,424.24
Madison Avenue International LP
$25,000,000.00
$1,089,015.15
Tyndall Partners, L.P.
$10,000,000.00
$435,606.06
Aryeh Master Fund, LP
$32,500,000.00
$1,415,719.70
Incline Global Management LLC
$25,000,000.00
$1,089,015.15
Lightstone Parent LLC
$25,000,000.00
$1,089,015.15
Route One Investment Company, L.P., as Investment Manager to Route One Fund I, L.P., Route One Fund II, L.P., and Route One Offshore Master Fund, L.P.
$25,000,000.00
$1,089,015.15
Jefferies LLC
$80,000,000.00
$3,484,848.49
Steel Canyon Partners, LP
$8,000,000.00
$348,484.85
BHBL, LLC
$12,500,000.00
$544,507.58
Latigo Partners, LP; on behalf of its Managed Accounts and Affiliated Entities
$20,000,000.00
$871,212.12
Dryden Capital, LLC solely on behalf of certain funds and accounts it manages and/or advises
$3,250,000.00
$141,571.97
D. E. Shaw Galvanic Portfolios, L.L.C.
$149,405,030.42
$6,508,173.68
D. E. Shaw Kalon Portfolios, L.L.C.
$105,619,498.84
$4,600,849.38



York Capital Management Global Advisors, LLC, on behalf of certain funds and/or accounts managed or advised by it or its affiliates
$87,436,981.46
$3,808,807.91
Lord Abbett & Co. LLC
$67,144,315.35
$2,924,847.07
Newtyn Management LLC, on behalf of its advisee funds and members
$40,075,283.17
$1,745,703.62
Brookdale International Partners, L.P.
$13,115,547.22
$571,321.19
Brookdale Global Opportunity Fund
$8,743,698.15
$380,880.79
Tudor Trading I L.P.
$8,795,607.30
$383,141.98
Tudor Riverbend Crossing Partners Portfolio Ltd.
$2,134,015.39
$92,959.00
New Generation Limited Partnership
$1,890,824.72
$82,365.47
New Generation Turnaround Fund (Bermuda) L.P.
$3,289,816.43
$143,306.40
Little Oak Asset Management, LLC
$1,092,962.27
$47,610.10
Schultze Master Fund, Ltd.
$728,641.51
$31,740.07
Total
$12,000,000,000.00*
$522,727,273.00*

    * Does not reflect rounding of individual commitments