How many shares of common stock were sold and at what price?

PG&E Corporation agreed to sell 48,661,801 shares of common stock under the underwriting agreement, and the press release announcing pricing states a public offering price of $20.55 per share. The underwriters exercised their option in full on December 3, 2024, to purchase an additional 7,299,269 shares.

What is the Series A Mandatory Convertible Preferred Stock?

It is a newly issued series of preferred stock, with 28,000,000 shares priced at $50.00 per share and a $50.00 liquidation preference. It pays a 6.000% annual cumulative dividend, when, as and if declared by the board, and it automatically converts into common stock on or around December 1, 2027, unless converted earlier at the holders' option.

How many common shares will the preferred stock convert into?

Each preferred share converts into between 1.9465 and 2.4331 shares of common stock, subject to customary anti-dilution adjustments. The exact rate is determined by the volume-weighted average price of the common stock over the 20 consecutive trading days beginning with the 21st scheduled trading day before December 1, 2027. Holders may convert at any time before the mandatory conversion date at the minimum rate of 1.9465, subject to adjustments.

What will PG&E do with the proceeds?

The company states it intends to use the net proceeds for general corporate purposes, which may include funding its five-year capital investment plan. Estimated net proceeds are approximately $2,354,400,000, or approximately $2,707,560,000 if the underwriters exercise their options in full, before estimated offering expenses.

When do the offerings close and where will the preferred stock trade?

The common stock offering closed on December 4, 2024, and the preferred stock offering is expected to be consummated on December 5, 2024, subject to customary closing conditions. The company has applied to list the preferred stock on the New York Stock Exchange under the symbol PCG-PrX.

PG&E 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed December 4, 2024. Cited figures are marked; the original filing is the authoritative source.

PG&E Corporation completed a concurrent equity raise in early December 2024, with the common stock portion and the Series A Mandatory Convertible Preferred Stock portion launched and priced on December 2, 2024.

The company agreed to sell 48,661,801 shares of common stock under an underwriting agreement dated December 2, 2024, and the underwriters exercised in full their option to buy an additional 7,299,269 shares on December 3, 2024. The common stock offering closed on December 4, 2024. The shares were sold under a Form S-3 shelf registration statement (File No. 333-277286) and a Rule 424(b) prospectus supplement dated December 2, 2024.

According to the attached press release announcing pricing, the common stock was priced at $20.55^a per share, and 28,000,000 shares of Series A Mandatory Convertible Preferred Stock were priced at $50.00 per share, with the preferred offering expected to close on December 5, 2024. The net proceeds from both offerings are expected to be approximately $2,354,400,000, or approximately $2,707,560,000 if the underwriters exercise their options in full. The company intends to use the proceeds for general corporate purposes, which may include funding its five-year capital investment plan.

The preferred stock carries a 6.000% annual cumulative dividend on a $50.00^b liquidation preference and is expected to mandatorily convert on or around December 1, 2027, into between 1.9465 and 2.4331 common shares per preferred share, based on the volume-weighted average price of the common stock over a 20-day trading period. The company has applied to list the preferred stock on the New York Stock Exchange under the symbol PCG-PrX.

02—Key points

Key Highlights

Common stock offering: 48,661,801 shares sold under an underwriting agreement dated December 2, 2024, with the underwriters' option for 7,299,269 additional shares exercised in full on December 3, 2024.
Common stock priced at $20.55 per share; the common offering closed on December 4, 2024.
Series A Mandatory Convertible Preferred Stock: 28,000,000 shares priced at $50.00 per share, with an expected closing on December 5, 2024.
Preferred stock pays a 6.000% annual cumulative dividend on a $50.00 liquidation preference, payable when, as and if declared.
Preferred stock is expected to automatically convert on or around December 1, 2027, into between 1.9465 and 2.4331 common shares per share, subject to the VWAP-based conversion rate.
Expected net proceeds of approximately $2,354,400,000, or approximately $2,707,560,000 if the underwriters' options are fully exercised, to be used for general corporate purposes, including the five-year capital investment plan.
Offerings were made under an effective Form S-3 shelf registration statement (File No. 333-277286) filed February 22, 2024.

03—Questions

Frequently Asked Questions

How many shares of common stock were sold and at what price?
PG&E Corporation agreed to sell 48,661,801 shares of common stock under the underwriting agreement, and the press release announcing pricing states a public offering price of $20.55 per share. The underwriters exercised their option in full on December 3, 2024, to purchase an additional 7,299,269 shares.
What is the Series A Mandatory Convertible Preferred Stock?
It is a newly issued series of preferred stock, with 28,000,000 shares priced at $50.00 per share and a $50.00 liquidation preference. It pays a 6.000% annual cumulative dividend, when, as and if declared by the board, and it automatically converts into common stock on or around December 1, 2027, unless converted earlier at the holders' option.
How many common shares will the preferred stock convert into?
Each preferred share converts into between 1.9465 and 2.4331 shares of common stock, subject to customary anti-dilution adjustments. The exact rate is determined by the volume-weighted average price of the common stock over the 20 consecutive trading days beginning with the 21st scheduled trading day before December 1, 2027. Holders may convert at any time before the mandatory conversion date at the minimum rate of 1.9465, subject to adjustments.
What will PG&E do with the proceeds?
The company states it intends to use the net proceeds for general corporate purposes, which may include funding its five-year capital investment plan. Estimated net proceeds are approximately $2,354,400,000, or approximately $2,707,560,000 if the underwriters exercise their options in full, before estimated offering expenses.
When do the offerings close and where will the preferred stock trade?
The common stock offering closed on December 4, 2024, and the preferred stock offering is expected to be consummated on December 5, 2024, subject to customary closing conditions. The company has applied to list the preferred stock on the New York Stock Exchange under the symbol PCG-PrX.

04—Continue

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