Item 1.01. Entry into a Material Definitive Agreement

As previously disclosed, on January 29, 2019, PG&E Corporation (the "Corporation") and its subsidiary, Pacific Gas and Electric Company (the "Utility," and together with the Corporation, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 ("Chapter 11") of the United States Code in the U.S. Bankruptcy Court for the Northern District of California (the "Bankruptcy Court"). The Debtors' Chapter 11 cases are being jointly administered under the caption In re: PG&E Corporation and Pacific Gas and Electric Company, Case No.

19-30088


(DM) (the "Chapter 11 Cases"). On March 16, 2020, the Debtors, certain funds and
accounts managed or advised by Abrams Capital Management, L.P., and certain
funds and accounts managed or advised by Knighthead Capital Management, LLC
filed the Debtors' and Shareholder Proponents' Joint Chapter 11 Plan of
Reorganization dated March 16, 2020 [Docket No. 6320] with the Bankruptcy Court
(as thereafter amended on May 22, 2020 [Docket No. 7521], and as may be further
modified, amended, or supplemented from time to time and, together with all
exhibits and schedules thereto, the "Plan").
On May 26, 2020, the Utility entered into (i) a commitment letter (the "Utility
RCF Commitment Letter") with JPMorgan Chase Bank, N.A. and the other commitment
parties party thereto (the "Utility RCF Commitment Parties") pursuant to which
the Utility RCF Commitment Parties have agreed, subject to the terms and
satisfaction or waiver of the conditions contained therein, to provide a
$3,500,000,000 revolving credit facility (the "Utility Revolving Credit
Facility") to the Utility and (ii) a commitment letter (the "Utility Term Loan
Commitment Letter") with JPMorgan Chase Bank, N.A. and the other commitment
parties party thereto (the "Utility Term Loan Commitment Parties") pursuant to
which the Utility Term Loan Commitment Parties have agreed, subject to the terms
and satisfaction or waiver of the conditions contained therein, to provide an up
to $6,000,000,000 term loan credit facility (the "Utility Term Loan Credit
Facility") to the Utility.
The Utility Revolving Credit Facility will have a tenor of three years, subject
to two
one-year
extension options. The proceeds from the Utility Revolving Credit Facility will
be used to fund transactions contemplated under the Plan and to finance working
capital needs, capital expenditures and other general corporate purposes of the
Utility and its subsidiaries. The Utility Term Loan Credit Facility will be
comprised of two tranches, with tenors of 364 days and 18 months. The proceeds
from the Utility Term Loan Credit Facility will be used to fund transactions
contemplated under the Plan.
On May 26, 2020, the Corporation entered into a commitment letter (the
"Corporation RCF Commitment Letter" and, together with the Utility RCF
Commitment Letter and the Utility Term Loan Commitment Letter, the "Commitment
Letters") with JPMorgan Chase Bank, N.A. and the other commitment parties party
thereto (the "Corporation RCF Commitment Parties") pursuant to which the
Corporation RCF Commitment Parties have agreed, subject to the terms and
satisfaction or waiver of the conditions contained therein, to provide a
$500,000,000 revolving credit facility (the "Corporation Revolving Credit
Facility" and, together with the Utility Revolving Credit Facility and the
Utility Term Loan Credit Facility, the "Credit Facilities") to the Corporation.
The Corporation Revolving Credit Facility will have a tenor of three years,
subject to two
one-year
extension options. The proceeds from the Corporation Revolving Credit Facility
will be used to finance working capital needs, capital expenditures and other
general corporate purposes of the Corporations and its subsidiaries.
Each Credit Facility will become effective upon the satisfaction or waiver of
certain conditions, including, without limitation, the Corporation's and the
Utility's emergence from bankruptcy, accuracy of representations and warranties,
payment of fees and expenses, completion of "know-your-customer" requirements,
delivery of opinions, absence of any continuing defaults, receipt of required
approvals, delivery of UCC financing statements and other documentation
necessary for perfection of security interests.
Upon the effectiveness of the respective Credit Facilities, (a) the obligations
of the Utility under the Utility Revolving Credit Facility and under the Utility
Term Loan Credit Facility will be secured by the issuance of first mortgage
bonds of the Utility secured by a first lien on substantially all of the
Utility's real property and certain tangible personal property related to the
Utility's facilities, subject to certain exceptions, and will rank
pari passu
with the other first mortgage bonds issued by the Utility and (b) the
obligations of the Corporation under the Corporation Revolving Credit Facility
will be secured by a pledge of the capital stock of the Utility owned by the
Corporation, and will have
first-out
payment priority in accordance with the collateral documents to be entered into.
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The foregoing description of the Commitment Letters does not purport to be
complete and is qualified in its entirety by reference to the Utility RCF
Commitment Letter, the Utility Term Loan Commitment Letter, and the Corporation
RCF Commitment Letter, which are filed as Exhibits 10.1, 10.2 and 10.3,
respectively and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.


On May 15, 2020, the Official Committee of Tort Claimants (the "TCC") filed an
objection to confirmation of the Plan, arguing, among other things, that it
should be a condition to Plan confirmation that the Debtors and the TCC confirm
the amount of "Normalized Estimated Net Income" (as defined in the Plan) for
purposes of the Plan or, alternatively, that Normalized Estimated Net Income be
determined through arbitration. Under the Plan, Normalized Estimated Net Income
is used to determine the number of shares of PG&E Corporation common stock to be
issued to the Fire Victim Trust (as defined in the Plan) under the Plan.
"Normalized Estimated Net Income" is also a contractual term used in the Amended
and Restated Chapter 11 Plan Backstop Commitment Letters (the "Backstop
Commitment Letters") among PG&E Corporation and various investors (the "Backstop
Parties") and has a substantially similar definition in the Backstop Commitment
Letters as in the Plan.
On May 27, 2020, PG&E Corporation announced that the amount of Normalized
Estimated Net Income had not yet been confirmed between the Debtors and
representatives of the TCC or the Backstop Parties. The Debtors are engaged with
representatives of the TCC and the Backstop Parties to reach a determination on
the amount of Normalized Estimated Net Income. If an acceptable resolution
cannot be reached, the Debtors reserve all rights to determine the amount of
Normalized Estimated Net Income in accordance with the terms of the Plan and the
Backstop Commitment Letters. The Debtors expect that Normalized Estimated Net
Income will be announced no later than the commencement of any equity offering
in connection with the implementation of the Plan, or prior to a drawing, if
any, under the Backstop Commitment Letters.
The information set forth in this Item 7.01 of this Current Report on Form 8-K
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 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.
Cautionary Statement Concerning Forward-Looking Statements
This current report on Form 8-K includes forward-looking statements that are not
historical facts, including statements about the beliefs, expectations,
estimates, future plans and strategies of PG&E Corporation and the Utility,
including but not limited to the Plan and related financings. These statements
are based on current expectations and assumptions, which management believes are
reasonable, and on information currently available to management, but are
necessarily subject to various risks and uncertainties. In addition to the risk
that these assumptions prove to be inaccurate, other factors that could cause
actual results to differ materially from those contemplated by the
forward-looking statements include factors disclosed in the Corporation's and
the Utility's annual report on Form 10-K for the year ended December 31, 2019,
as updated by their joint quarterly report on Form 10-Q for the quarter ended
March 31, 2019, and their subsequent reports filed with the SEC. Additional
factors include, but are not limited to, those associated with the Chapter 11
cases of PG&E Corporation and the Utility that commenced on January 29, 2019.
PG&E Corporation and the Utility undertake no obligation to publicly update or
revise any forward-looking statements, whether due to new information, future
events or otherwise, except to the extent required by law.
Item 9.01. Financial Statements and Exhibits





(d) Exhibits.

 Exhibit
   No.                                       Description

   10.1           Utility RCF Commitment Letter, dated May 26, 2020, by and among the
   (1)          Utility, JPMorgan Chase Bank, N.A., and Citibank, N.A. as
                co-administrative agents, and the commitment parties party thereto

   10.2           Utility Term Loan Commitment Letter, dated May 26, 2020, by and
                among the Utility, JPMorgan Chase Bank, N.A., as administrative
                agent, and the commitment parties party thereto

   10.3           Corporation RCF Commitment Letter, dated May 26, 2020, by and among
                the Corporation, JPMorgan Chase Bank, N.A., as administrative agent
                and collateral agent, and the commitment parties party thereto

   104          Cover Page Interactive Data File-the cover page XBRL tags are
                embedded within the Inline XBRL document




(1) In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or


    similar attachments to this exhibit have been omitted from this filing. Such
    omitted schedules or similar attachments include information about
    counterparties. The registrants agree to furnish a supplemental copy of any
    omitted schedule or similar attachment to the Securities and Exchange
    Commission upon request.












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