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PACIFIC GAS & ELECTRIC CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

  • Dec 17, 2019 7:51 am GMT
Edgar Glimpses

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, PG&E Corporation and Pacific Gas and Electric Company (the "Utility" and, together with PG&E Corporation, the "Debtors") entered into a Restructuring Support Agreement (the "RSA") with the Official Committee of Tort Claimants (the "TCC"), the attorneys and other advisors and agents for holders of Fire Victim Claims (as defined in the RSA) that are signatories to the RSA (each a "Consenting Fire Claimant Professional"), and certain funds and accounts managed or advised by Abrams Capital Management, LP and certain funds and accounts managed or advised by Knighthead Capital Management, LLC (each a "Shareholder Proponent"). On December 12, 2019, the Debtors and Shareholder Proponents filed the Debtors' and Shareholder Proponents' Joint Chapter 11 Plan of Reorganization dated December 12, 2019 with the Bankruptcy Court (the "Proposed Plan").

On December 16, 2019, the Debtors entered into an amendment to the RSA (the "Amendment") with the Requisite Consenting Fire Claimant Professionals (as defined in the RSA, which includes the TCC) and the Shareholder Proponents. Previously, the RSA provided that it would automatically terminate if, on or before December 13, 2019, the Governor of the State of California (the "Governor") advised the Debtors that in his sole judgment the Proposed Plan and the restructuring transactions provided therein do not comply with Assembly Bill 1054, provided that such termination could not occur if the Debtors had modified the Proposed Plan in a manner acceptable to the Governor in his sole discretion by the earlier of (i) the commencement of the Bankruptcy Court hearing to approve the RSA and (ii) December 17, 2019. The Amendment eliminates this automatic termination provision. The Amendment also makes certain changes to the definition of "Aggregate Fire Victim Consideration."

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 16, 2019, PG&E Corporation issued a news release announcing the Amendment. A copy of this news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 is being furnished hereby and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Debtors' filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Current Report on Form 8-K (including the exhibit hereto or any information included herein or therein) shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Public Dissemination of Certain Information

PG&E Corporation and the Utility routinely provide links to the Utility's principal regulatory proceedings with the California Public Utilities Commission and the Federal Energy Regulatory Commission at, under the "Regulatory Filings" tab, so that such filings are available to investors upon filing with the relevant agency. PG&E Corporation and the Utility also routinely post, or provide direct links to, presentations, documents, and other information that may be of interest to investors at, under the "Chapter 11," "Wildfire Updates" and "News & Events: Events & Presentations" tabs, respectively, in order to publicly disseminate such information. It is possible that any of these filings or information included therein could be deemed to be material information. The information contained on such website is not part of this or any other report that PG&E Corporation or the Utility files with, or furnishes to, the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description Number 10.1 First Amendment to the Restructuring Support Agreement, dated as of December 16, 2019, by and among the Debtors, the TCC, the Consenting Fire Claimant Professionals, and the Shareholder Proponents 99.1 News Release dated December 16, 2019 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


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