01—Abstract
Summary
Summary of the 8-K filed September 5, 2024. Cited figures are marked; the original filing is the authoritative source.
PG&E Corporation and Pacific Gas and Electric Company filed this Current Report on Form 8-K, dated September 5, 2024, to disclose that Pacific Gas and Electric Company completed the sale of two series of First Mortgage Bonds.
The offering consisted of $1,000,000,000a aggregate principal amount of Floating Rate First Mortgage Bonds due 2025 and $750,000,000 aggregate principal amount of 5.900% First Mortgage Bonds due 2054. The filing describes these as the 'Mortgage Bonds' collectively. The filing is a short notice under Item 8.01 (Other Events), with its substance contained in the attached exhibits.
Exhibit 1.1 is the Underwriting Agreement dated September 3, 2024, among Pacific Gas and Electric Company and underwriters Barclays Capital Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC. Exhibit 4.1 is the Twenty-Fifth Supplemental Indenture dated September 5, 2024, with The Bank of New York Mellon Trust Company, N.A., as Trustee, which includes the forms of the Mortgage Bonds.
Exhibit 5.1 is an opinion of Hunton Andrews Kurth LLP dated September 5, 2024, with its consent filed as Exhibit 23.1. For investors, the key takeaway is that the utility subsidiary raised a total of $1.75 billionb in principal through these secured debt issuances, one with a floating rate maturing in 2025 and one fixed-rate at 5.900% maturing in 2054. The filing itself does not state the use of proceeds or the pricing terms beyond the coupon on the 2054 Bonds.
02—Key points
Key Highlights
- Pacific Gas and Electric Company completed the sale of $1.0 billion of Floating Rate First Mortgage Bonds due 2025 on September 5, 2024.
- The company also sold $750 million of 5.900% First Mortgage Bonds due 2054 on the same date.
- Total principal amount of the two Mortgage Bond series is $1.75 billion.
- The underwriters named in the Underwriting Agreement dated September 3, 2024 are Barclays Capital Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC.
- The bonds were issued under the Twenty-Fifth Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A., as Trustee.
- Hunton Andrews Kurth LLP issued a legal opinion dated September 5, 2024, in connection with the offering.
03—Questions
Frequently Asked Questions
What securities did Pacific Gas and Electric Company sell?
The company sold $1,000,000,000 aggregate principal amount of Floating Rate First Mortgage Bonds due 2025 and $750,000,000 aggregate principal amount of 5.900% First Mortgage Bonds due 2054.
What is the coupon on the 2054 Bonds?
The 2054 Bonds carry a fixed interest rate of 5.900%, as stated in the bond title.
Who underwrote the offering?
The Underwriting Agreement dated September 3, 2024 is among Pacific Gas and Electric Company, Barclays Capital Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., and Wells Fargo Securities, LLC.
Under what governing document were the bonds issued?
The bonds were issued under the Twenty-Fifth Supplemental Indenture dated September 5, 2024, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as Trustee.
Which entities are registrants on this filing?
The filing is made jointly by PG&E Corporation and Pacific Gas and Electric Company.
04—Continue