OAKLAND,
Calif., Dec. 2, 2024 /PRNewswire/ -- PG&E
Corporation (NYSE: PCG) ("PG&E" or the "Company") announced
today the pricing of its previously announced concurrent
underwritten public offerings of (i) 48,661,800 shares of
common stock, no par value ("Common Stock"), of the Company at
a public offering price of $20.55 per
share of Common Stock (the "Common Stock Offering") and
(ii) 28,000,000 shares of newly issued Series A Mandatory
Convertible Preferred Stock ("Preferred Stock") of the Company at a
public offering price of $50.00 per
share of Preferred Stock (the "Preferred Stock Offering" and,
together with the Common Stock Offering, the "Offerings"). PG&E
has granted the underwriters in each respective Offering a 30-day
option to purchase up to an additional (i) 7,299,270 shares of
Common Stock and (ii) solely to cover over-allotments, if any,
4,200,000 shares of Preferred Stock, in each case at the public
offering price less the applicable underwriting discount. The
Common Stock Offering is expected to be consummated on December 4, 2024, and the Preferred Stock
Offering is expected to be consummated on December 5, 2024, each subject to customary
closing conditions.
The net proceeds from the Offerings will be approximately
$2,354,400,000 (or approximately
$2,707,560,000 if the respective
underwriters exercise their options to purchase additional shares)
after deducting the underwriting discounts and before estimated
offering expenses payable by PG&E. PG&E intends to use the
net proceeds from the Offerings for general corporate purposes,
which may include, among other things, to fund PG&E's five-year
capital investment plan.
Unless earlier converted at the option of the holders, each
outstanding share of Preferred Stock will automatically convert on
or around December 1, 2027, into
between 1.9465 and 2.4331 shares of Common Stock, subject to
customary anti-dilution adjustments, determined based on the
volume-weighted average price of the Common Stock over the 20
consecutive trading day period beginning on, and including, the
21st scheduled trading day prior to December 1, 2027. Other than during a fundamental
change conversion period (as defined in the prospectus supplement
relating to the Offering of the Preferred Stock), at any time prior
to the mandatory conversion date, a holder may convert each share
of Preferred Stock into a number of shares of Common Stock equal to
the minimum conversion rate of 1.9465, subject to certain
anti-dilution and other adjustments. Dividends on the Preferred
Stock will be payable on a cumulative basis when, as and if
declared by PG&E's board of directors (or an authorized
committee thereof) at an annual rate of 6.000% on the liquidation
preference of $50.00 per share.
PG&E may pay declared dividends in cash or, subject to certain
limitations, in shares of common stock or in any combination of
cash and common stock on March 1,
June 1, September 1 and December
1 of each year, commencing on March
1, 2025 and ending on, and including, December 1, 2027. Currently, there is no public
market for the Preferred Stock. PG&E has applied to list
the Preferred Stock on the New York Stock Exchange under the symbol
"PCG-PrX."
J.P. Morgan, Barclays and Citigroup are acting as joint
book-running managers for the Offerings. BofA Securities, Mizuho
and Wells Fargo Securities are also acting as joint book-running
managers for the Offerings. BMO Capital Markets, BNP PARIBAS,
Goldman Sachs & Co. LLC, MUFG, SMBC Nikko and BNY Capital
Markets are acting as co-managers for the Offerings.
A registration statement on Form S-3 relating to these
securities has been filed with the Securities and Exchange
Commission (the "SEC") and has become effective. Each Offering may
be made only by means of a prospectus supplement and accompanying
prospectus. When available, copies of the final prospectus
supplements and accompanying prospectuses related to the Offerings
can be obtained by visiting the SEC's website at http://www.sec.gov
or by contacting J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at
prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com; Barclays Capital Inc., c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, or by
email at barclaysprospectus@broadridge.com or telephone at
1-888-603-5847; or Citigroup, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New
York 11717 or by telephone at 1-800-831-9146.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor does it
constitute an offer, solicitation or sale of these securities, in
any jurisdiction in which such offer, solicitation or sale is
unlawful.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) is a holding company
headquartered in Oakland,
California. It is the parent company of Pacific Gas and
Electric Company, an energy company that serves 16 million
Californians across a 70,000-square-mile service area in Northern
and Central California.
Forward-Looking Statements
This news release contains forward-looking statements that are
necessarily subject to various risks and uncertainties. These
statements reflect management's judgment and opinions that are
based on current estimates, expectations, and projections about
future events and assumptions regarding these events and
management's knowledge of facts as of the date of this news
release. These forward-looking statements relate to, among other
matters, estimated losses, including penalties and fines associated
with various investigations and proceedings; forecasts of capital
expenditures; forecasts of cost savings; estimates and assumptions
used in critical accounting estimates, including those relating to
insurance receivables, regulatory assets and liabilities,
environmental remediation, litigation, third-party claims, the
Wildfire Fund, and other liabilities; and the level of future
equity or debt issuances. These statements are also identified by
words such as "assume," "expect," "intend," "forecast," "plan,"
"project," "believe," "estimate," "predict," "anticipate,"
"commit," "goal," "target," "will," "may," "should," "would,"
"could," "potential," and similar expressions. PG&E Corporation
is not able to predict all the factors that may affect future
results. Some of the factors that could cause future results to
differ materially from those expressed or implied by the
forward-looking statements, or from historical results, include,
but are not limited to the extent to which the Wildfire Fund and
revised prudency standard under AB 1054 effectively mitigate the
risk of liability for damages arising from catastrophic wildfires,
including whether Pacific Gas and Electric Company (the "Utility")
maintains an approved WMP and a valid safety certification and
whether the Wildfire Fund has sufficient remaining funds; the risks
and uncertainties associated with wildfires that have occurred or
may occur in the Utility's service area, including the wildfire
that began on October 23, 2019
northeast of Geyserville in
Sonoma County, California (the
"2019 Kincade fire"), the wildfire that began on July 13, 2021 near the Cresta Dam in the Feather
River Canyon in Plumas County,
California (the "2021 Dixie fire"), the wildfire that began
on September 6, 2022 near Oxbow
Reservoir in Placer County,
California (the "2022 Mosquito fire"), and any other
wildfires for which the causes have yet to be determined; the
damage caused by such wildfires; the extent of the Utility's
liability in connection with such wildfires (including the risk
that the Utility may be found liable for damages regardless of
fault); investigations into such wildfires, including those being
conducted by the CPUC; potential liabilities in connection with
fines or penalties that could be imposed on the Utility if the CPUC
or any other enforcement agency were to bring an enforcement action
in respect of any such fire; the risk that the Utility is not able
to recover costs from the Wildfire Fund or other third parties or
through rates; and the effect on PG&E Corporation's and the
Utility's reputations of such wildfires, investigations, and
proceedings; the extent to which the Utility's wildfire mitigation
initiatives are effective, including the Utility's ability to
comply with the targets and metrics set forth in its WMP; the
effectiveness of its system hardening, including undergrounding;
the cost of the program and the timing and outcome of any
proceeding to recover such costs through rates; and any
determination by the OEIS that the Utility has not complied with
its WMP; the Utility's ability to safely, reliably, and efficiently
construct, maintain, operate, protect, and decommission its
facilities, and provide electricity and natural gas services safely
and reliably; significant changes to the electric power and natural
gas industries driven by technological advancements,
electrification, and the transition to a decarbonized economy; the
impact of reductions in utility customer demand for electricity and
natural gas, driven by customer self-generation, customer
departures to community choice aggregators, direct access
providers, and government-owned utilities, and legislative mandates
to reduce the use of natural gas; and whether the Utility is
successful in addressing the impact of growing distributed and
renewable generation resources and changing customer demand for its
natural gas and electric services; cyber or physical attacks,
including acts of terrorism, war, and vandalism, on the Utility or
its third-party vendors, contractors, or customers (or others with
whom they have shared data) which could result in operational
disruption; the misappropriation or loss of confidential or
proprietary assets, information or data, including customer,
employee, financial, or operating system information, or
intellectual property; corruption of data; or potential costs, lost
revenues, litigation, or reputational harm incurred in connection
therewith; the Utility's ability to attract or retain specialty
personnel; the impact of severe weather events and other natural
disasters, including wildfires and other fires, storms, tornadoes,
floods, extreme heat events, drought, earthquakes, lightning,
tsunamis, rising sea levels, mudslides, pandemics, solar events,
electromagnetic events, wind events or other weather-related
conditions, climate change, or natural disasters, and other events
that can cause unplanned outages, reduce generating output, disrupt
the Utility's service to customers, or damage or disrupt the
facilities, operations, or information technology and systems owned
by the Utility, its customers, or third parties on which the
Utility relies, and the effectiveness of the Utility's efforts to
prevent, mitigate, or respond to such conditions or events; the
reparation and other costs that the Utility may incur in connection
with such conditions or events; the impact of the adequacy of the
Utility's emergency preparedness; whether the Utility incurs
liability to third parties for property damage or personal injury
caused by such events; whether the Utility is able to procure
replacement power; and whether the Utility is subject to civil,
criminal, or regulatory penalties in connection with such events;
existing and future regulation and federal, state or local
legislation, their implementation, and their interpretation; the
cost to comply with such regulation and legislation; and the extent
to which the Utility recovers its associated compliance and
investment costs, including those regarding: wildfires, including
inverse condemnation reform, wildfire insurance, and additional
wildfire mitigation measures or other reforms targeted at the
Utility or its industry; the environment, including the costs
incurred to discharge the Utility's remediation obligations or the
costs to comply with standards for greenhouse gas emissions,
renewable energy targets, energy efficiency standards, distributed
energy resources, and electric vehicles; the nuclear industry,
including operations, seismic design, security, safety,
relicensing, the storage of spent nuclear fuel, decommissioning,
and cooling water intake, and whether Diablo Canyon's operations
are extended; and the Utility's ability to continue operating
Diablo Canyon until its planned retirement; the regulation of
utilities and their affiliates, including the conditions that apply
to PG&E Corporation as the Utility's holding company; privacy
and cybersecurity; and taxes and tax audits; the timing and
outcomes of the Utility's pending and future ratemaking and
regulatory proceedings, including the extent to which PG&E
Corporation and the Utility are able to recover their costs through
rates as recorded in memorandum accounts or balancing accounts, or
as otherwise requested; and the transfer of ownership of the
Utility's assets to municipalities or other public entities,
including as a result of the City and County of San Francisco's valuation petition; whether
the Utility can control its operating costs within the authorized
levels of spending; whether the Utility can continue implementing
the Lean operating system and achieve projected savings; the extent
to which the Utility incurs unrecoverable costs that are higher
than the forecasts of such costs; the risks and uncertainties
associated with inflation; and changes in cost forecasts or the
scope and timing of planned work resulting from changes in customer
demand for electricity and natural gas or other reasons; the
outcome of current and future self-reports, investigations or other
enforcement actions, agency compliance reports, or notices of
violation that could be issued related to the Utility's compliance
with laws, rules, regulations, or orders applicable to its gas and
electric operations; the construction, expansion, or replacement of
its electric and gas facilities; electric grid reliability; audit,
inspection and maintenance practices; customer billing and privacy;
physical and cybersecurity protections; environmental laws and
regulations; or otherwise, such as fines; penalties; remediation
obligations; or the implementation of corporate governance,
operational or other changes in connection with the EOEP; the risks
and uncertainties associated with PG&E Corporation's and the
Utility's substantial indebtedness and the limitations on their
operating flexibility in the documents governing that indebtedness;
the risks and uncertainties associated with the resolution of the
Subordinated Claims and the timing and outcomes of PG&E
Corporation's and the Utility's ongoing litigation, including
certain indemnity obligations to current and former officers and
directors, the Wildfire-Related Non-Bankruptcy Securities Claims,
and other third-party claims, as well as potential indemnity
obligations to underwriters for certain of the Utility's note
offerings, including the extent to which related costs can be
recovered through insurance, rates, or from other third parties;
whether PG&E Corporation or the Utility undergoes an "ownership
change" within the meaning of Section 382 of the IRC, as a result
of which tax attributes could be limited; the ultimate amount of
unrecoverable environmental costs the Utility incurs associated
with the Utility's natural gas compressor station site located near
Hinkley, California and the
Utility's fossil fuel-fired generation sites; the supply and price
of electricity, natural gas, and nuclear fuel; the extent to which
the Utility can manage and respond to the volatility of energy
commodity prices; the ability of the Utility and its counterparties
to post or return collateral in connection with price risk
management activities; and whether the Utility is able to recover
timely its electric generation and energy commodity costs through
rates, including its renewable energy procurement costs; the
ability of PG&E Corporation and the Utility to access capital
markets and other sources of debt and equity financing in a timely
manner on acceptable terms; the risks and uncertainties associated
with high rates for the Utility's customers; actions by credit
rating agencies to downgrade PG&E Corporation's or the
Utility's credit ratings; the severity, extent and duration of the
global COVID-19 pandemic and the Utility's ability to collect on
customer receivables; and the impact of changes in GAAP, standards,
rules, or policies, including those related to regulatory
accounting, and the impact of changes in their interpretation or
application.
Additional information concerning these and other factors can be
found in our filings with the SEC, including our most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Any forward-looking statement speaks only as
of the date on which it is made, and we assume no obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise, except as required
by law.
Contact:
Investor Relations: invrel@pge-corp.com
PG&E Shareholder Services: CorporateSecretary@pge.com
Media Relations: 415-973-5930
View original content to download
multimedia:https://www.prnewswire.com/news-releases/pge-corporation-announces-pricing-of-concurrent-offerings-of-common-stock-and-mandatory-convertible-preferred-stock-302320280.html
SOURCE PG&E Corporation