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Pacific Gas Electric Co (75488) SEC Filing 8-K Material Event for the period ending Wednesday, April 20, 2022

Pacific Gas Electric Co

CIK: 75488
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: April 20, 2022
(Date of earliest event reported)
 
 
 
             
Commission
File Number
 
Exact Name of Registrant
as specified in its charter
 
State or Other Jurisdiction of
Incorporation or Organization
 
IRS Employer
Identification Number
1-12609
 
PG&E CORPORATION
 
California
 
94-3234914
1-2348
 
PACIFIC GAS AND ELECTRIC COMPANY
 
California
 
94-0742640
 
     
LOGO   LOGO
   
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
 
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
(Address of principal executive offices) (Zip Code)
 
(Address of principal executive offices) (Zip Code)
   
(415)
973-1000
 
(415)
973-7000
(Registrant’s telephone number, including area code)
 
(Registrant’s telephone number, including area code)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting Material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
         
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common stock, no par value
 
PCG
 
The New York Stock Exchange
Equity Units
 
PCGU
 
The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable
 
PCG-PE
 
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable
 
PCG-PD
 
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable
 
PCG-PG
 
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable
 
PCG-PH
 
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable
 
PCG-PI
 
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable
 
PCG-PA
 
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable
 
PCG-PB
 
NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable
 
PCG-PC
 
NYSE American LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
 
         
Emerging growth company
  
PG&E Corporation
  
     
Emerging growth company
  
Pacific Gas and Electric Company
  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
         
PG&E Corporation
  
    
     
Pacific Gas and Electric Company
  
    
 
 
 

Item 1.01.
Entry into a Material Definitive Agreement
Term Loan Credit Agreement
On April 20, 2022, Pacific Gas and Electric Company (the “
Utility
”), the several lenders from time to time parties thereto and Bank of America, N.A., as administrative agent (the “
Administrative Agent
”), entered into a $525,000,000 Term Loan Credit Agreement (the “
Credit Agreement
”), comprised of
 
364-day
 
tranche loans in the aggregate principal amount of $125 million (the “
364-Day
 
Tranche Loans
”) and
 
two-year
 
tranche loans in the aggregate principal amount of $400 million (the “
2-Year
 
Tranche Loans
”). The
 
364-Day
 
Tranche Loans have a maturity date of April 19, 2023 and the
 
2-Year
 
Tranche Loans have a maturity date of April 19, 2024. The Utility borrowed the entire amount of the
 
364-Day
 
Tranche Loans and the
 
2-Year
 
Tranche Loans on April 20, 2022.
Borrowings under the Credit Agreement bear interest based on the Utility’s election of either (1) Term SOFR (plus a 0.10% credit spread adjustment) plus an applicable margin of 1.25%, or (2) the base rate plus an applicable margin of 0.25%.
The Utility’s obligations under the Credit Agreement are secured by the issuance of two first mortgage bonds, issued pursuant to the Fifteenth Supplemental Indenture (as defined herein) to the Mortgage Indenture (as defined herein), secured by a first lien on substantially all of the Utility’s real property and certain tangible personal property related to its facilities, subject to certain exceptions, and which will rank
 
pari passu
 
with the Utility’s other first mortgage bonds.
The Credit Agreement includes usual and customary provisions for term loan agreements of this type, including covenants limiting, with certain exceptions, (1) liens, (2) indebtedness, (3) sale and leaseback transactions, (4) fundamental changes, (5) entering into swap agreements and (6) modifications to the Mortgage Indenture. In addition, the Credit Agreement requires that the Utility maintain a ratio of total consolidated debt to consolidated capitalization of no greater than 65% as of the end of each fiscal quarter.
In the event of a default by the Utility under the Credit Agreement, including cross-defaults relating to specified other debt of the Utility or any of its significant subsidiaries in excess of $200 million, the Administrative Agent may, with the consent of the required lenders (or upon the request of the required lenders, shall), declare the amounts outstanding under the Credit Agreement, including all accrued interest, payable immediately. For events of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the Credit Agreement become payable immediately.
Amendment to Receivables Securitization Program
On April 20, 2022, PG&E AR Facility LLC (the “
SPV
”), a special purpose entity wholly owned by the Utility, and the Utility, in its capacity as initial servicer (the “
Servicer
”), entered into Amendment No. 6 to Receivables Financing Agreement (the “
Amendment No.
 6
”) that amended that certain Receivables Financing Agreement, dated as of October 5, 2020 (as amended, the “
Receivables Financing Agreement
”), by and among the Servicer, the SPV, as borrower, the financial institutions from time to time party thereto and listed therein as lenders (collectively, the “
Receivables Facility Lenders
”) and MUFG Bank, Ltd., as Administrative Agent (“
MUFG
”). The Receivables Financing Agreement was amended to, among other things, (i) add an uncommitted incremental facility which, subject to certain conditions precedent, allows the SPV to request an increase in the facility amount by an additional $500,000,000 and (ii) update the interest rate provisions to reflect the transition to Term SOFR. The SPV must exercise its right to request the facility limit increase no later than September 30, 2022, and such increase is in each committed lender’s sole discretion.
On April 20, 2022, the SPV and the Servicer entered into Amendment No. 3 to Purchase and Sale Agreement (the “
Amendment No.
 3
”) that amended that certain Purchase and Sale Agreement, dated as of October 5, 2020 (as amended, the “
Purchase and Sale Agreement
”) by and among the SPV, as buyer, the Servicer, as initial Servicer and as an originator, the financial institutions from time to time party thereto and listed therein as committed lenders, conduit lenders, and group agents, and MUFG, as a Committed Lender, as a Group Agent, and as Administrative Agent. The Purchase and Sale Agreement was amended to, among other things, (i) update the interest rate provisions to reflect the transaction to Term SOFR and (ii) conform certain provisions to amendments made to the Receivables Financing Agreement, including the sanctions and notice provisions.

The foregoing descriptions of the Credit Agreement, the Amendment No. 6, and the Amendment No. 3 are qualified in their entirety by reference to the full text of the Credit Agreement, Amendment No. 6, and the Amendment No. 3, as applicable, which are attached as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3 hereto, respectively, and incorporated by reference herein.
The lenders under the Credit Agreement and the Receivables Facility Lenders and their respective affiliates have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to PG&E Corporation and the Utility. Such lenders and Receivables Facility Lenders have received, and may in the future receive, customary compensation from PG&E Corporation and the Utility for such services.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
 
Off-Balance
 
Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
 
Item 8.01.
Other Events
In connection with the Credit Agreement, on April 20, 2022, the Utility and The Bank of New York Mellon Trust Company, N.A., as trustee (the “
Trustee
”) under that certain Indenture of Mortgage, dated as of June 19, 2020 (as amended and supplemented, the “
Mortgage Indenture
”), between the Utility and the Trustee entered into a Fifteenth Supplemental Indenture to the Mortgage Indenture in order to issue collateral bonds to secure the Utility’s obligations under the Credit Agreement.
 
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits.
 
Exhibit
No.
  
Description
  4.1
  
10.1
  
10.2
  
10.3
  
104
  
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
 
 
 
PG&E CORPORATION
 
 
By:
 
/s/ Christopher A. Foster
 
 
 
Christopher A. Foster
Dated: April 21, 2022
 
 
 
Executive Vice President and Chief Financial Officer
 
 
PACIFIC GAS AND ELECTRIC COMPANY
 
 
By:
 
/s/ David S. Thomason
 
 
 
David S. Thomason
Dated: April 21, 2022
 
 
 
Vice President, Chief Financial Officer and Controller

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Pacific Gas Electric Co provided additional information to their SEC Filing as exhibits

CIK: 75488
Form Type: 8-K Corporate News
Accession Number: 0001193125-22-113240
Submitted to the SEC: Thu Apr 21 2022 5:31:09 PM EST
Accepted by the SEC: Thu Apr 21 2022
Period: Wednesday, April 20, 2022
Industry: Electric And Other Services Combined
Events:
  1. Financial Exhibit
  2. New Agreement
  3. New Financial Obligation
  4. Other Events

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