Item 8.01 Other Events.
Equity Offerings
As previously disclosed, on January 29, 2019, PG&E Corporation (the “Corporation”) and its subsidiary, Pacific Gas and Electric
Company (the “Utility” and, together with the Corporation, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code in the U.S. Bankruptcy Court for the Northern District of California
(the “Bankruptcy Court”). The Debtors’ Chapter 11 cases are being jointly administered under the caption In re: PG&E Corporation and Pacific Gas and Electric Company, Case No. 19-30088 (DM) (the “Chapter 11 Cases”). On June 19, 2020, the Debtors,
certain funds and accounts managed or advised by Abrams Capital Management, L.P., and certain funds and accounts managed or advised by Knighthead Capital Management, LLC 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 further modified, amended, or supplemented from time to time and, together with all exhibits and schedules thereto, the “Plan”). On June 20, 2020, the
Bankruptcy Court entered an order [Docket No. 8053] confirming the Plan, which incorporates the Bankruptcy Court’s prior order approving the Plan funding transactions and documents [Docket No. 7909].
On June 25, 2020, the Corporation priced (i) an offering of 423,372,629 shares of its common stock, no par value (the “Shares”), at a
public offering price of $9.50 per share (the “Common Stock Offering”) and (ii) a concurrent offering of 14,545,455 of its equity units (the “Equity Units”), with each Equity Unit having a stated amount of $100.00 (the “Equity Units Offering” and,
together with the Common Stock Offering, the “Equity Offerings”) for total net proceeds to the Corporation, after deducting the underwriting discounts and before estimated offering expenses payable by the Corporation, of $3,968 million and $1,186
million, respectively. Each Equity Unit will consist of (i) a prepaid forward stock purchase contract (each, a “Purchase Contract”) of the Company and (ii) a 1/48,000th undivided beneficial ownership interest in specified zero-coupon U.S. treasury
securities maturing on a quarterly basis from, and including, August 15, 2020 through, and including, August 15, 2023. Each Purchase Contract will automatically settle on August 16, 2023 (subject to postponement in certain limited circumstances). The
maximum settlement rate per Purchase Contract will be 10.5263 shares of common stock (which corresponds to a reference price of approximately $9.5000 per share of common stock), and the minimum settlement rate per Purchase 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). The Corporation 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%. The U.S. treasury strips will be held by The Bank of New York Mellon Trust Company, N.A., as custodian and agent
for the holders of Equity Units. The Corporation will not receive any proceeds from, or have any obligations with respect to, the U.S. treasury strips.
On June 25, 2020, in connection with the Common Stock Offering, the Corporation entered into an underwriting agreement (the “Common Stock
Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (the “Common Stock Underwriters”), pursuant to which the Corporation agreed to issue
and sell the Shares to the Common Stock Underwriters. In addition, on June 25, 2020, in connection with the Equity Units Offering, the Corporation entered into an underwriting agreement (the “Equity Units Underwriting Agreement” and, together with
the Common Stock Underwriting Agreement, the “Underwriting Agreements”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (the “Equity Units Underwriters”),
pursuant to which the Corporation agreed to issue and sell 14,545,455 Purchase Contracts to the Equity Underwriters in order for the Equity Units Underwriters to sell 14,545,455 Equity Units. For a complete description of the terms and conditions of
the Underwriting Agreements, refer to the Common Stock Underwriting Agreement and the Equity Units Underwriting Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K.
In connection with the Common Stock Offering and pursuant to the Common Stock Underwriting Agreement, the Corporation granted the Common
Stock Underwriters a 30-day option to purchase up to an additional 42,337,263 shares of common stock. In addition, in connection with the Equity Units Offering and pursuant to the Equity Units Underwriting Agreement, the Corporation also granted the
Equity Units Underwriters a 30-day option to purchase up to an additional 1,454,545 Purchase Contracts to be used by the Equity Units Underwriters to create up to an additional 1,454,545 Equity Units.
Subject to the satisfaction of customary closing conditions and the concurrent consummation of the transactions required to emerge from the Chapter 11
Cases (including obtaining all required funding), the Corporation expects the Equity Offerings to close on, and expects the effective date of the Plan (the “Effective Date”) to be, July 1, 2020. The Corporation expects to use the net proceeds from
the Equity Offerings, together with the net proceeds from certain other Plan financing transactions, to effectuate the transactions contemplated by the Plan in accordance with the terms and conditions contained in the Plan.
The Shares and the Equity Units have been registered under the Securities Act of 1933, as amended (the “Securities Act”), under the
Registration Statement on Form S-3 (File No. 333-236629-01), which initially became effective on June 9, 2020. On June 19, 2020, the Corporation filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act,
(i) a preliminary prospectus supplement, dated June 19, 2020, related to the Common Stock Offering and (ii) a preliminary prospectus supplement, dated June 19, 2020, related to the Equity Units Offering.
Utility Debt Refinancing and Reinstatement
On the Effective Date, the Utility Short-Term Senior Notes, the Utility Impaired Senior Notes and the Utility Funded Debt (except for $100 million of pollution control bonds (Series 2008F and 2010E), which are to be
repaid in cash) will be refinanced and the Utility Reinstated Senior Notes will be reinstated and collateralized through the issuance of a corresponding series of first mortgage bonds of the Utility. Capitalized terms used but not defined in this
paragraph have the meanings given in the Plan.