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PG&E 8-K Report, Corporate Update (Nov 15, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed November 15, 2024
Period End
November 13, 2024
In the record · 2016–202610-K1310-Q338-K367

PCG filed 13 annual reports (10-K), 33 quarterly reports (10-Q) and 367 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jul ’18Jul ’18
  2. Bankruptcy8-K · Jun ’20Jun ’20
  3. Material agreement8-K · Apr ’22Apr ’22
  4. Material agreement8-K · Jun ’26Jun ’26

01—Abstract

Summary

Summary of the 8-K filed November 15, 2024. Cited figures are marked; the original filing is the authoritative source.

PG&E Corporation completed the sale of $500,000,000a aggregate principal amount of 7.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 on November 15, 2024.

The Notes were issued under a Subordinated Note Indenture dated September 11, 2024, as supplemented by a First Supplemental Indenture of the same date, with The Bank of New York Mellon Trust Company, N.A. as trustee. They form part of the same series of debt securities PG&E Corporation issued on September 11, 2024, and after this offering the aggregate principal amount of outstanding Notes is $1,500,000,000b. The filing is a short Item 8.01 (Other Events) disclosure that records the completion of the offering and lists the related exhibits.

The exhibits include the Underwriting Agreement dated November 13, 2024, with Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, and legal opinions from Hunton Andrews Kurth LLP dated November 15, 2024. The underlying indentures are incorporated by reference to an earlier Form 8-K dated September 9, 2024.

For investors, the key facts are the size of the new issuance, the coupon of 7.375%, the 2055 maturity, and the increase in total outstanding Notes in this series to $1.5 billionc. The filing does not describe the use of proceeds or the reset terms.

02—Key points

Key Highlights

  1. PG&E Corporation completed the sale of $500,000,000 aggregate principal amount of 7.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 on November 15, 2024.
  2. Following this offering, aggregate principal amount of outstanding Notes in the series totals $1,500,000,000.
  3. The Notes were issued under a Subordinated Note Indenture dated September 11, 2024, supplemented by a First Supplemental Indenture of the same date, with The Bank of New York Mellon Trust Company, N.A. as trustee.
  4. The Notes are part of the same series of debt securities PG&E Corporation issued on September 11, 2024.
  5. Underwriters named in the Underwriting Agreement dated November 13, 2024 are Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC.
  6. Hunton Andrews Kurth LLP provided legal opinions dated November 15, 2024 (Exhibits 5.1 and 8.1).

03—Questions

Frequently Asked Questions

  1. What securities were sold in this offering?

    PG&E Corporation sold $500,000,000 aggregate principal amount of 7.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 on November 15, 2024.

  2. How much debt is outstanding under this series of Notes?

    Upon completion of the offering, the aggregate principal amount of outstanding Notes is $1,500,000,000.

  3. Who is the trustee and under what indenture were the Notes issued?

    The Bank of New York Mellon Trust Company, N.A. is the trustee. The Notes were issued under a Subordinated Note Indenture dated September 11, 2024, as amended and supplemented by a First Supplemental Indenture dated September 11, 2024.

  4. Who underwrote the offering?

    The Underwriting Agreement dated November 13, 2024 is among PG&E Corporation, Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC.

  5. Does the filing describe the use of proceeds or the reset terms of the Notes?

    The filing does not describe the use of proceeds or the reset terms. It refers to exhibits for further information about the Notes.

04—Continue

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