PG&E : Amended Statement of Beneficial Ownership

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

PG&E Corporation

(Name of Issuer)

Common Stock, no par value (Title of Class of Securities)

69331C108 (CUSIP Number)

David C. Abrams

c/o Abrams Capital Management, L.P.

222 Berkeley Street, 21 st Floor Boston, Massachusetts 02116 [phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 7, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

1

CUSIP No. 69331C108

Explanatory Note

This Amendment No. 1 amends the statement on Schedule 13D filed with the Securities and Exchange Commission by (i) Abrams Capital, LLC, (ii) Abrams Capital Management, LLC, (iii) Abrams Capital Management, L.P., (iv) Great Hollow Partners, LLC and (v) David Abrams (together with each of the foregoing, the "Reporting Persons") on August 7, 2019 (the "Original Schedule 13D") with respect to common stock of PG&E Corporation (the "Company"). Capitalized terms used but not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 is hereby amended by adding the following paragraph as the penultimate paragraph thereof:

On August 7, 2019, certain investment funds managed by Abrams CM LP and the Other Shareholder each submitted a letter to the Company setting forth the terms by which they committed to provide capital to the Company's potential plan of reorganization.

Item 7. Materials to be Filed as Exhibits.

99.1* Letter to the Company, dated August 7, 2019, from Knighthead Capital Management, LLC and Abrams Capital Management, L.P.

99.2* Backstop Commitment Letter, dated August 7, 2019, from Abrams Capital Partners I, L.P.

99.3* Backstop Commitment Letter, dated August 7, 2019, from Abrams Capital Partners II, L.P.

99.4* Backstop Commitment Letter, dated August 7, 2019, from Whitecrest Partners, LP

99.5* Backstop Commitment Letter, dated August 7, 2019, from Great Hollow International, L.P.

99.6* Backstop Commitment Letter, dated August 7, 2019, from Riva Capital Partners V, L.P. * Filed herewith.

CUSIP No. 69331C108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 7, 2019

ABRAMS CAPITAL MANAGEMENT, L.P.

By:	ABRAMS CAPITAL MANAGEMENT, LLC,
	its General Partner
By:	/s/ David Abrams
	Name: David Abrams
	Title: Managing Member
ABRAMS	CAPITAL MANAGEMENT, LLC
By:	/s/ David Abrams
	Name: David Abrams
	Title: Managing Member
ABRAMS	CAPITAL, LLC
By:	/s/ David Abrams
	Name: David Abrams
	Title: Managing Member

GREAT HOLLOW PARTNERS, LLC

By:	/s/ David Abrams
	Name: David Abrams
	Title: Managing Member

DAVID ABRAMS

By:	/s/ David Abrams
	Name: David Abrams
	Title: Individually

3

CUSIP No. 69331C108

Exhibit 99.1

August 7, 2019

Ms. Nora Mead Brownell

Chair of the Board

PG&E Corporation

77 Beale Street

P.O. Box 770000

San Francisco, California 94177

Re: Chapter 11 Plan Backstop Commitment Letter and Related Documents

Ms. Brownell,

As disclosed earlier today in a Schedule 13D filing with the Securities and Exchange Commission, Abrams Capital Management, L.P. ("Abrams") and Knighthead Capital Management, LLC ("Knighthead") on behalf of funds and accounts that they manage and/or advise, agreed to act in concert to develop a proposal to provide equity capital commitments in support of a plan of reorganization ("POR") by PG&E Corporation ("PG&E" or the "Company"). Enclosed are the backstop commitment letters (the "Backstop Commitments") that Abrams and Knighthead have prepared. Abrams' and Knighthead's decision to pursue this course of action is driven by many considerations, which are summarized below. At the most basic level, we are motivated by a desire to provide a clear pathway for the Company to raise needed capital in a fair, efficient and transparent manner so that it can satisfy all of its obligations quickly and responsibly.

PG&E is currently working its way through a complicated restructuring process. As a result of significant wildfire liabilities and related capital obligations, the Company faces a material need for new funding. Capital commitments must be made available quickly in order to allow PG&E to exit bankruptcy on the timeline prescribed by the requirements of the recently passed Assembly Bill 1054. However, unlike the unsolicited proposal proffered by the ad-hoc group of creditors, our proposed construct would not seek to undervalue the company, subvert the bankruptcy process or disadvantage one group of financial stakeholders to benefit another. In fact, we believe the Company has made it clear that it is open to fair-minded proposals from existing equity holders. A further differentiating factor is that our proposed transaction does not limit participation to a small group of investors at the expense of others.

The capital raised under the construct we have developed provides a platform for the Company to pursue the objectives it laid out in its July 18 th bankruptcy court filing, which include:

• Payment in full or reinstatement of all pre-petition debt obligations;
• Payment in full of all pre-petition trade and employee-related claims;
• Satisfaction of all pre-petition wildfire claims in amounts agreed upon or as otherwise allowed by the court;
• Payment of post-petition interest on all unsecured pre-petition claims;
• Assumption of all PPAs and community choice aggregation servicing agreements;
• Assumption of all collective bargaining agreements, and
• Participation in the go-forward California Wildfire Fund.

Additionally, we support promoting California's environmental goals and ensuring that the Company files a plan of reorganization that achieves ratepayer neutrality.

4

CUSIP No. 69331C108

We believe that our capital proposal provides the Company with a foundation upon which a more fully developed capital plan and plan of reorganization can be built. Such a capital plan may include other, more efficient sources of capital that will both accelerate the process of paying claimants and return the Company to a more traditional position in the capital markets. Importantly, the goal of the Company should be to pursue a path forward that attracts traditional utility investors and reduces its prospective cost of capital.

By demonstrating independent access to equity capital on reasonable terms, the Company's access to more economical financing will be materially enhanced. Indeed, a well- established interest in debt issued by the Company and its subsidiaries already exists, as evidenced by the fact that its defaulted ten year debt is trading above par and at an implied yield to maturity of just over 4%.

In order to provide transparency on the Backstop Commitments, we have provided a one-page summary as an attachment to this letter. The Backstop Commitments contemplate funding new equity at a multiple of approximately eleven times fully diluted 2021 earnings. They ensure that the Company will have access to capital it can rely upon so that it can file its plan of reorganization that pays all claims in full. They also establish a platform for the Company to seek more traditional utility investors and capital solutions. Importantly, the Backstop Commitments are not restrictive. They provide the Company the freedom to raise debt and equity capital on terms that are more advantageous or issue Mandatory Convertible Preferred Stock on terms outlined in the Backstop Commitments. All such other sources of capital will reduce the funding required by the Backstop Commitments.

As more fully described in the Backstop Commitments, the Company is required to adhere to certain objectives that will benefit all stakeholders. The Company must file a plan of reorganization that is acceptable to its shareholders, who ultimately bear the entire burden of funding claims, obligations and the future commitments of the Company. PG&E must also resolve its bankruptcy proceedings on a timeline consistent with the provisions of Assembly Bill 1054 and do so without the incurrence of any material wildfires in its service area.

5