SAN FRANCISCO--(BUSINESS WIRE)--PG&E Corporation today announced that it currently expects to pursue underwritten public offerings of common stock and equity units as part of its plan to fund its emergence from Chapter 11, subject to market conditions. The expected $5.75 billion of gross proceeds1 of the offerings of common stock and equity units are expected to be used, together with approximately $3.25 billion of proceeds from private sales of common stock, to fund distributions under the company’s plan of reorganization.
The equity units are expected to consist of two components:
- a prepaid forward purchase contract to purchase common stock and
- an undivided beneficial interest in certain U.S. treasury securities.
In an effort to make the common stock offering broadly accessible to investors, PG&E also announced the following anticipated offering procedures:
- Reserved Allocation: Up to $1.25 billion of the common stock offering is expected to be reserved for investors who are beneficial owners of at least 1,000,000 shares of PG&E common stock as of 5:00 p.m. ET on June 19, 2020 (such date and time, the “Eligibility Date”).
- Retail Allocation: Up to 25% of the common stock offering is expected to be allocated to individual investors.
Additional information regarding the anticipated common stock offering procedures is included below.
Reserved Allocation
PG&E currently expects that an investor who can demonstrate that it, together with its affiliates, beneficially owns at least 1,000,000 shares of PG&E common stock as of the Eligibility Date will be eligible to purchase PG&E shares in the common stock offering through the Reserved Allocation. All determinations of eligibility will be made at PG&E’s sole discretion and, once made, will be final. The terms and conditions of the purchases by any investors participating in the Reserved Allocation will be the same as any other person in the general offering to the public, including the purchase price, except that the underwriters will reserve up to $1.25 billion of shares to be offered in the common stock offering for purchase by prospective participants in the Reserved Allocation. There will be no obligation for any investor to participate in the Reserved Allocation.
For investors that elect to participate, shares from the Reserved Allocation will be allocated among confirmed eligible investors up to a maximum of $1.25 billion of shares to be offered in the offering. Such investors may elect to purchase additional shares in the offering through the ordinary course offering process. However, for tax purposes, no shareholder will be allocated a number of shares (or be permitted to purchase a number of additional shares through the ordinary course offering process) that would result in such shareholder holding 4.75% or more of our common stock (or, if such shareholder already owns 4.75% or more of our common stock, would result in an increase in their proportionate interest in our common stock).
In order to participate in the Reserved Allocation, shareholders will need to have an account with one of the underwriters in the offering.
Additional terms and procedures for participation in the Reserved Allocation will be included in the preliminary prospectus supplement for the common stock offering. Any shares not allocated as part of the Reserved Allocation are expected to be allocated as part of the general allocation process for the common stock offering.
This description of the Reserved Allocation is for information purposes only. PG&E is neither soliciting offers to purchase, nor accepting offers to buy, any shares of PG&E from any person.
Retail Allocation
PG&E currently expects that up to 25% of the common stock offering will be allocated to individual investors (also known as “retail” investors) through brokerage firms. Each brokerage firm may have eligibility requirements and procedures that must be satisfied in order to have an opportunity to participate in the offering. Any shares not allocated as part of the Retail Allocation are expected to be allocated as part of the general allocation process for the common stock offering.
This description of the Retail Allocation is for information purposes only. PG&E is neither soliciting offers to purchase, nor accepting offers to buy, any shares of PG&E from any person.
About PG&E Corporation
PG&E Corporation is a holding company headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company (the “Utility”), an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. Each of PG&E Corporation and the Utility is a separate entity, with distinct creditors and claimants, and is subject to separate laws, rules and regulations.
Non-Solicitation
The common stock and equity units will be offered and sold pursuant to a shelf registration statement on Form S-3 (the “Registration Statement”) that has been filed with the Securities and Exchange Commission (the “SEC”) but has not yet become effective. The common stock and equity units may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. In addition, the common stock and equity units will be offered and sold by means of separate prospectus supplements, together with the accompanying prospectus included in the Registration Statement. A preliminary prospectus supplement relating to each offering has not been filed with the SEC. Neither the common stock nor equity units (nor any component thereof) may be sold, nor may offers to buy be accepted, prior to the time the prospectus supplement relating to the applicable offering has been filed with the SEC. Before you invest, you should read the applicable prospectus supplement and accompanying prospectus in that Registration Statement and other documents filed with the SEC for more complete information about PG&E Corporation. You may get these documents when available for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, PG&E Corporation will arrange to send you the prospectus and the prospectus supplement if you request it by contacting PG&E Investor Relations at (415) 972-7080.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements that are not historical facts, including statements about the expected offerings, the private sales of common stock and the anticipated offering procedures. 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. There can be no assurance that the expected offerings will be consummated on the terms described in this press release, or at all. 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’s and the Utility’s joint annual report on Form 10-K for the year ended December 31, 2019, the joint quarterly report on Form 10-Q for the quarter ended March 31, 2020 and other reports filed with the SEC, which are available on the SEC website at www.sec.gov. 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.
1 Amount excludes any proceeds of equity unit offering to be applied to purchase the U.S. treasury securities.