Item 7.01 Regulation FD Disclosure
As previously disclosed, on January 29, 2019, PG&E Corporation and its
subsidiary, Pacific Gas and Electric Company (the "Utility," and together with
PG&E 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"). PG&E Corporation's and the Utility's 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 May 29, 2020, the Debtors jointly filed a monthly operating report for the
period from April 1, 2020 to April 30, 2020 (the "April Monthly Operating
Report") with the Bankruptcy Court.
A copy of the April Monthly Operating Report is attached as Exhibit 99.1 to this
Current Report on Form 8-K 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.
The April Monthly Operating Report (together with the monthly operating reports
for prior periods, the "Monthly Operating Reports") and other filings with the
Bankruptcy Court related to the Chapter 11 Cases are available electronically at
http://restructuring.primeclerk.com/pge. This website address contains
third-party content and is provided for convenience only. Third-party content is
the responsibility of the third party, and PG&E Corporation and the Utility
disclaim liability for such content.
Cautionary Statement Regarding Financial Operating Data
The Debtors caution investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Reports, which
were not prepared for the purpose of providing the basis for an investment
decision relating to any securities of the Debtors. The Debtors prepared the
Monthly Operating Reports solely for purposes of complying with the monthly
operating reporting requirements applicable in the Debtors' Chapter 11 Cases.
The financial information contained in the Monthly Operating Reports is
unaudited, limited in scope, and as such, has not been subject to procedures
that would typically be applied to financial statements in accordance with
accounting principles generally accepted in the United States of America. The
Monthly Operating Reports should not be relied upon by any persons for
information relating to current or future financial condition, events, or
performance of PG&E Corporation, the Utility or any of their subsidiaries, as
the results of operations contained in the Monthly Operating Reports are not
necessarily indicative of results which may be expected from any other period or
for the full year, and may not necessarily reflect the combined results of
operations, financial position, and schedule of receipts and disbursements in
the future. These unaudited financial statements were prepared using certain
assumptions and estimates. These assumptions and estimates are subject to
revision. Further, the amounts shown in this statement may differ materially
due to adjustments in accruals, changes in facts and circumstances, changes in
estimates, further analysis, and other factors.
Item 9.01 Financial Statements and Exhibits
The following Exhibits are being furnished, and are not deemed to be filed:
Exhibit 99.1 PG&E Corporation's and Pacific Gas and Electric Company's Monthly
Operating Report for the month ended April 30, 2020, filed with the United
States Bankruptcy Court for the Northern District of California
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
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.
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, factors that
could cause actual results to differ materially from those contemplated by the
forward-looking statements include factors disclosed in PG&E Corporation and the
Utility's joint Annual Report on Form 10-K for the year ended December 31, 2019,
their joint Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,
and their subsequent reports filed with the Securities and Exchange Commission.
Additional factors include, but are not limited to, those associated with PG&E
Corporation's and the Utility's Chapter 11 Cases. 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.
© Edgar Online, source Glimpses