On December 2, 2024, PG&E Corporation entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which PG&E Corporation agreed to issue and sell to the Underwriters an aggregate of 28,000,000 shares of 6.000% Series A Mandatory Convertible Preferred Stock, no par value per share (the “Preferred Stock”), with an initial liquidation preference of $50.00 per share (the “Offering”). Under the terms of the Underwriting Agreement, PG&E Corporation also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 4,200,000 shares of Preferred Stock from PG&E Corporation (the “Option”), solely to cover over-allotments. On December 3, 2024, the Underwriters exercised the Option in full.

The Offering closed on December 5, 2024. A validity opinion issued by PG&E Corporation’s counsel with respect to the Preferred Stock sold in the Offering is filed as Exhibit 5.1 hereto.

The shares of Preferred Stock were sold pursuant to a shelf registration statement on Form S-3 (File No. 333-277286), which was filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2024 and became automatically effective. A prospectus supplement, dated December 2, 2024, relating to the shares of Preferred Stock and supplementing the prospectus dated February 22, 2024, was filed with the SEC pursuant to Rule 424(b) under the Securities Act.

In connection with the Offering, PG&E Corporation filed a certificate of determination (the “Certificate of Determination”) to PG&E Corporation’s Amended and Restated Articles of Incorporation with the Secretary of the State of California, including a form of certificate for the Preferred Stock (the “Form of Certificate”), to establish the preferences, limitations, and relative rights of the Preferred Stock. The Certificate of Determination became effective upon the date hereof.

The foregoing description of the terms of the Underwriting Agreement, Certificate of Determination and Form of Certificate are qualified in its entirety by reference to the Underwriting Agreement, Certificate of Determination and Form of Certificate, a copy of each of which is filed as Exhibit 1.1, 3.1, and 4.1, respectively, hereto and are incorporated by reference herein.

 

Subject to certain exceptions, so long as any share of Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on the common stock, no par value per share (“Common Stock”), of PG&E Corporation or any other shares of junior stock, and no Common Stock or other junior stock or parity stock will be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by PG&E Corporation or any of its subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum or number of shares of Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Preferred Stock.

Unless converted earlier, each 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. The number of shares of Common Stock issuable upon mandatory conversion of each share of Preferred Stock on or around December 1, 2027, will be 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 Certificate of Determination), at any time prior to the mandatory conversion date, a holder of Preferred Stock 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 Corporation’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 of Preferred Stock. PG&E Corporation 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, and including March 1, 2025 and ending on, and including, December 1, 2027.

 

winding-up

 

 

winding-up

 

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8-K,

 

 

On December 2, 2024, PG&E Corporation issued press releases announcing the launch and subsequent pricing of the Offering, which press releases were previously filed by PG&E Corporation on Form 8-K on December 4, 2024, and are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein.

 

(d) Exhibits.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be sid on their behalf by the undersigned thereunto duly authorized.