PG&E Corporation (together with Pacific Gas and Electric Company, “PG&E”) today announced that the underwriters of its previously announced underwritten public offering of equity units, which closed on July 1, 2020, have exercised in full their over-allotment option to purchase an additional 1,454,545 prepaid forward stock purchase contracts to create 1,454,545 equity units (the “additional equity units issuance”), for total net proceeds to PG&E Corporation (before estimated offering expenses) of approximately $119 million. The underwriters’ option to purchase up to an additional 42,337,263 shares of common stock expired without exercise. PG&E Corporation expects to settle the additional equity units issuance on August 3, 2020.
In connection with the additional equity units issuance, PG&E expects to effect the following transactions on August 3, 2020:
- PG&E expects to redeem approximately $121 million of previously announced prepaid forward stock purchase contracts entered into with certain investors in order to backstop the over-allotment option granted to the underwriters in connection with the public offering of equity units.
- PG&E expects to issue approximately $402 million of shares of common stock to such investors in respect of all unredeemed prepaid forward stock purchase contracts at a settlement price per share of $9.50, which is approximately 42.3 million shares.
- Pursuant to a true-up mechanism entered into in connection with PG&E’s Plan of Reorganization (the “Plan”), PG&E expects to issue an additional 748,415 shares of common stock to the PG&E Fire Victim Trust. Such shares, together with all other shares of common stock previously issued to the PG&E Fire Victim Trust, represent 22.19% of the outstanding common stock of PG&E Corporation as of the effective date of the Plan (assuming all the equity transactions specified in the Plan, including the additional equity units issuance, were consummated on such effective date).
Closing of the additional equity units issuance is subject to the satisfaction or waiver of customary closing conditions.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) is a holding company headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company (the “Utility”), an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California.
Non-Solicitation
The equity units are being offered and sold pursuant to an effective shelf registration statement on Form S-3 filed by PG&E Corporation with the Securities and Exchange Commission (the “SEC”) and only by means of a separate prospectus supplement, together with the accompanying prospectus included in the registration statement. A prospectus supplement relating to and describing the terms of such offering has been filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the prospectus supplement and accompanying prospectus for such offering may also be obtained by contacting Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or via telephone: 1-866-471-2526; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or via telephone: 1-866-803-9204; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (or by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847); Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146; or BofA Securities, Inc., NC1-004-03-43 200 North College Street, 3rd floor, Charlotte NC, 28255-0001, Attn: Prospectus Department, Email: dg.prospectus requests@bofa.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements that are not historical facts, including statements about the additional equity units issuance and related transactions. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. There can be no assurance that the conditions to consummation of the transactions described in this press release will be satisfied. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include factors disclosed in PG&E Corporation’s and the Utility’s joint annual report on Form 10-K for the year ended December 31, 2019, the joint quarterly report on Form 10-Q for the quarter ended March 31, 2020 and their subsequent reports filed with the SEC, which are available on PG&E Corporation’s website at www.pgecorp.com and on the SEC website at www.sec.gov. Additional factors include, but are not limited to, those associated with the Chapter 11 cases of PG&E Corporation and the Utility. PG&E Corporation and the Utility undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law.
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