PG&E Corporation today announced that it has priced its previously announced underwritten public offering of 423,372,629 shares of its common stock at a price per share to the public of $9.50 and its previously announced concurrent underwritten public offering of 14,545,455 of its equity units at a price of $100 per unit, for total net proceeds to the Corporation, before estimated offering expenses, of approximately $3.968 billion and approximately $1.186 billion, respectively. The offerings are part of PG&E's plan to fund its emergence from Chapter 11, subject to market conditions. PG&E has granted the underwriters in each offering, on the same terms as each offering, a 30-day option to purchase up to an additional 42,337,263 shares of common stock and 1,454,545 prepaid stock contracts to create up to 1,454,545 equity units, respectively. The offerings are currently expected to close on July 1, 2020, subject to the satisfaction of customary closing conditions. The completion of each offering is conditioned upon emergence from the Chapter 11 Cases on the effective date of the Plan of Reorganization, which in turn is conditioned upon PG&E having obtained funding for the Plan of Reorganization. If the offerings are successfully consummated, following the application of proceeds thereof, PG&E Corporation currently anticipates emerging from Chapter 11 on 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 a 1/48,000th 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. Each prepaid stock contract will automatically settle on August 16, 2023 (subject to postponement in certain limited circumstances). The maximum settlement rate per prepaid stock contract will be 10.5263 shares of common stock (which corresponds to a reference price of approximately $9.50 per share of common stock), and the minimum settlement rate per prepaid stock contract will be 8.5929 shares of common stock (which corresponds to a threshold appreciation price of approximately $11.6375 per share of common stock). PG&E expects that the amount payable per equity unit per full quarter in respect of the relevant zero-coupon U.S. treasury strips will be equal to $1.3750, which represents an annual rate of return on the stated amount per equity unit of 5.50%.
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.
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 are being 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 offerings 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 conditions to consummation of the offerings 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 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.
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