PG&E Corporation today announced that it has launched concurrent underwritten public offerings of its common stock and its equity units, seeking $4 billion and approximately $1.23 billion of gross proceeds 1, respectively, as part of its plan to fund its emergence from Chapter 11. PG&E intends to grant the underwriters in each offering a 30-day option to purchase additional shares of common stock and equity units representing up to $400 million and approximately $123 million of gross proceeds, respectively. The offerings are currently expected to price during the week commencing June 22, 2020 and are expected to close on or about July 1, 2020, subject to market conditions and the satisfaction of customary closing conditions. If the offerings are successfully consummated, following the application of proceeds thereof, PG&E Corporation currently anticipates emerging from Chapter 11 on or about July 1, 2020.
The common stock offering and equity units offering are separate public offerings made by means of separate prospectus supplements and are not contingent on each other.
Each equity unit will consist of a prepaid stock contract and an undivided beneficial ownership interest in specified zero-coupon U.S. treasury strips that mature on a quarterly basis from, and including, August 15, 2020 through, and including, August 15, 2023.
PG&E's common stock is listed on the New York Stock Exchange under the symbol "PCG," and PG&E has applied to list the equity units on the New York Stock Exchange under the symbol "PCGU."
Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint lead book-running managers for both the common stock offering and the equity units offering. Barclays, Citigroup and BofA Securities are also acting as joint book-running managers for both the common stock offering and the equity units offering.
As previously announced, up to $1.25 billion of the common stock offering has been reserved for investors who are beneficial owners of at least 1,000,000 shares of PG&E common stock as of 5:00 pm ET on June 19, 2020 (the "Reserved Allocation"). The terms and conditions of the purchases by any investors participating in the Reserved Allocation will be the same as any other person in the general offering to the public, including the purchase price, except that the underwriters will reserve up to $1.25 billion of shares to be offered in the common stock offering for purchase by prospective participants in the Reserved Allocation. There will be no obligation for any investor to participate in the Reserved Allocation.
Also as previously announced, any investor that satisfies the eligibility criteria and is interested in participating in the Reserved Allocation should contact PG&E Investor Relations at (415) 972-7080 or firstname.lastname@example.org and request a copy of the Reserved Allocation Eligibility Form. Eligible investors must submit the Reserved Allocation Eligibility Form together with any supporting documents by 5:00 pm ET on June 23, 2020 (such date and time, "the Eligibility Application Deadline"). Investors that do not submit all required information by the Eligibility Application Deadline will not be able to participate in the Reserved Allocation. The Reserved Allocation Eligibility Form will provide PG&E and the underwriters with a summary of an eligible investor's current ownership of PG&E equity, an overview of its effective ownership (taking into consideration other transactions, including derivative transactions) as well as its expected demand in the upcoming offering.
For more detailed information regarding the Reserved Allocation, including the procedures required to participate, please see the preliminary prospectus supplement for the common stock offering filed by PG&E Corporation with the Securities and Exchange Commission (the "SEC") on June 19, 2020. Information on how to obtain a copy of the preliminary prospectus supplement is provided below.
This description of the Reserved Allocation is for information purposes only. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any shares of PG&E common stock from any person.
PG&E currently expects that up to 25% of the common stock offering will be allocated to individual investors (also known as "retail" investors) through brokerage firms (the "Retail Allocation"). Each brokerage firm may have eligibility requirements and procedures that must be satisfied in order to have an opportunity to participate in the offering. Any shares not allocated as part of the Retail Allocation are expected to be allocated as part of the general allocation process for the common stock offering.
This description of the Retail Allocation is for information purposes only. PG&E is neither soliciting offers to purchase, nor accepting offers to buy, any shares of PG&E common stock from any person.
About PG&E Corporation
PG&E Corporation 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. Each of PG&E Corporation and the Utility is a separate entity, with distinct creditors and claimants, and is subject to separate laws, rules and regulations.
The common stock and equity units will be offered and sold pursuant to an effective shelf registration statement on Form S-3 filed by PG&E Corporation with the SEC and only by means of separate prospectus supplements, together with the accompanying prospectus included in the registration statement. A preliminary prospectus supplement relating to and describing the terms of each offering has been filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus for each 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 email@example.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: firstname.lastname@example.org.
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.
This press release contains forward-looking statements that are not historical facts, including statements about the expected offerings, the anticipated offering procedures and the anticipated emergence from the Chapter 11 cases. 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 expected offerings will be consummated on the terms described in this press release, or at all. 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 other reports filed with the SEC, which are available 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 that commenced on January 29, 2019. 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.
1 Amount excludes any proceeds of equity unit offering to be applied to purchase the U.S. treasury securities.
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