NEW YORK, Feb. 13, 2019 /PRNewswire/ – BlueMountain Capital
Management, LLC ("BlueMountain"), a private diversified alternative asset management firm, today provided an update on its
progress to nominate a full slate of new directors to replace the current Board of Directors (the "Current Board") of PG&E
Corporation ("PG&E" or the "Company") (Ticker: PCG) in its entirety at PG&E's Annual Shareholder Meeting scheduled to be
held on May 21, 2019.
Nomination agreements have been executed by 13 highly-qualified candidates, who BlueMountain believes will enable
PG&E to succeed in the long-term. To achieve this goal, BlueMountain conducted an exhaustive search process in close
consultation with professional advisors, including reviewing more than 170 potential candidates, and conducting interviews with
more than 60 of these individuals. BlueMountain has focused on selecting nominees with specific and relevant expertise in utility
operations, safety, finance and corporate turnarounds, renewables, gas and corporate governance, as well as experience in
California business and politics. Given the complexity of the situation and the level of
engagement required by new board members, BlueMountain has also sought candidates able to commit considerable time to serving
PG&E's stakeholders without distraction. As previously announced, BlueMountain will publicly announce its slate of nominees
no later than February 21, 2019.
BlueMountain is aware that PG&E has disclosed a company-run board refreshment process. However, in light of the issues
facing PG&E and the utility, BlueMountain questions why PG&E would deem it appropriate that as many as five incumbent
directors remain on the Board, or why incumbent directors, given PG&E's track record during their tenure, should have a role
in selecting new independent directors. BlueMountain believes that, under the current leadership, PG&E has demonstrated a
clear lack of transparency with its stakeholders. BlueMountain also believes that the Company cannot rebuild public confidence or
emerge swiftly from bankruptcy while any director nominated by the current leadership of PG&E remains at the helm.
BlueMountain is proud of its orientation as a long-term investor and, in those instances where it has more actively engaged,
it has sought to take a collaborative approach. However, after continued discussions with a range of stakeholders, BlueMountain
believes only a clean slate will be well positioned to enter the required and important discussions with key stakeholders in
California, including legislators, regulators, claimants, employees, taxpayers, creditors and
ratepayers. BlueMountain is committed to nominating directors who will promote transparency and work to effectively communicate
the status of the business.
BlueMountain's slate, if elected, will owe fiduciary duties to all of PG&E's shareholders, which it believes includes
taking reasonable steps to:
- recruit a new management team;
- identify new strategies to address PG&E's challenges, safety chief among them;
- oversee management in implementing those strategies; and
- exit bankruptcy on an expeditious basis.
Most importantly, BlueMountain believes that its slate will present the best opportunity to repair broken relationships and
work collaboratively with all stakeholders, including wildfire victims, the state of California
and its citizens, to address the challenges facing PG&E and work toward a sustainable outcome that does not threaten or
impair the Company's valid obligations. BlueMountain strongly believes that its slate of nominees will best enable the Company to
right itself and that shareholders and other stakeholders will agree.
About BlueMountain Capital Management, LLC
BlueMountain Capital Management, LLC ("BlueMountain") is a diversified alternative asset management firm managing
approximately $19 billion of assets. BlueMountain's diverse team of professionals in New
York and London is supported by the firm's institutionalized and proprietary infrastructure, including specialized
operations and risk management technology. For more information about BlueMountain, please visit: www.bluemountaincapital.com
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
In connection with their intended proxy solicitation, BlueMountain Capital Management, LLC and its affiliates
("BlueMountain"), together with the other participants named below, intend to file a proxy statement and accompanying proxy card
with the Securities and Exchange Commission (the "SEC") to solicit shareholders in connection with the 2019 annual meeting of
shareholders of PG&E Corporation (the "Company").
BLUEMOUNTAIN STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE
SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY
SOLICITOR.
In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange Act of 1934, as amended, the following persons may be
deemed to be participants in any such proxy solicitation: Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"),
BlueMountain Foinaven Master Fund L.P. ("BMF"), BlueMountain Foinaven GP, LLC ("BMF GP"), BlueMountain Logan Opportunities Master
Fund L.P. ("BMLO"), BlueMountain Summit Trading L.P. ("BMST"), BlueMountain Summit Opportunities GP II, LLC ("BMST GP"),
BlueMountain Fursan Fund L.P. ("BMFF"), BlueMountain Kicking Horse Fund L.P. ("BMKH", and together with BMCA, BMF, BMLO, BMST and
BMFF, the "BlueMountain Funds"), BlueMountain Kicking Horse Fund GP, LLC ("BMKH GP"), BlueMountain GP Holdings, LLC ("GP
Holdings"), BlueMountain Capital Management, LLC ("BMCM"), Andrew Feldstein, the Chief Executive
Officer and Chief Investment Officer of BMCM, Michael Liberman, the Co-President and Chief
Operating Officer of BMCM, Stephen Siderow, the Co-President of BMCM, and the nominees for
election as directors of the Company. Certain of these persons hold direct or indirect interests in securities of the Company as
follows: BMCA holds 4,714,216 shares of common stock of the Company; BMF is the holder and beneficial owner of 1,383,545 shares
of common stock of the Company and options to purchase 269,800 shares of common stock of the Company; BMF GP, the general partner
of BMF, may be deemed to beneficially own the securities of the Company beneficially owned by BMF; BMLO holds 989,591 shares of
common stock of the Company and options to purchase 178,200 shares of common stock of the Company; BMST is the holder and
beneficial owner of 1,323,392 shares of common stock of the Company, options to purchase 858,700 shares of common stock of
the Company, and cash-settled total return swaps referencing 3,099,578 shares of common stock of the Company; BMST GP, the
general partner of BMST, may be deemed to beneficially own the securities of the Company beneficially owned by BMST; BMFF is the
holder of 1,559,498 shares of common stock of the Company and options to purchase 190,100 shares of common stock of the Company;
BMKH is the holder and beneficial owner of 565,633 shares of common stock of the Company and options to purchase 200,300 shares
of common stock of the Company; BMKH GP, the general partner of BMKH, may be deemed to beneficially own the securities of the
Company beneficially owned by BMKH; GP Holdings, the sole owner of BMF GP, BMST GP and BMKH GP, may be deemed to beneficially own
the securities of the Company beneficially owned by BMF, BMST and BMKH; and BMCM, the investment manager to each of the
BlueMountain Funds, is the beneficial owner of the securities of the Company held by each of the BlueMountain Funds.
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SOURCE BlueMountain Capital Management, LLC