PG&E : Pacific Gas and Electric Company - Form 8-K

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: January 4, 2023

(Date of earliest event reported)

Commission File Number		Exact Name of Registrant as specified in its charter		State or Other Jurisdiction of Incorporation or Organization		IRS Employer Identification Number
1-12609		PG&E CORPORATION		California		94-3234914
1-2348		PACIFIC GAS AND ELECTRIC COMPANY		California		94-0742640

77 Beale Street P.O. Box 770000 San Francisco, California94177 (Address of principal executive offices) (Zip Code) (415) 973-1000 (Registrant's telephone number, including area code)		77 Beale Street P.O. Box 770000 San Francisco, California94177 (Address of principal executive offices) (Zip Code) (415) 973-7000 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value		PCG		The New York Stock Exchange
Equity Units		PCGU		The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable		PCG-PE		NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable		PCG-PD		NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable		PCG-PG		NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable		PCG-PH		NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable		PCG-PI		NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable		PCG-PA		NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable		PCG-PB		NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable		PCG-PC		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company		PG&E Corporation		☐
Emerging growth company		Pacific Gas and Electric Company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

PG&E Corporation		☐
Pacific Gas and Electric Company		☐

Item 8.01.

Other Events

On January 6, 2023, Pacific Gas and Electric Company completed the sale of (i) $750,000,000 aggregate principal amount of 6.150% First Mortgage Bonds due 2033 and (ii) $750,000,000 aggregate principal amount of 6.750% First Mortgage Bonds due 2053 (collectively, the "Mortgage Bonds"). For further information concerning the Mortgage Bonds, refer to the exhibits attached to this report.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 4, 2023, by and among Pacific Gas and Electric Company, Barclays Capital Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC
4.1		Eighteenth Supplemental Indenture, dated as of January 6, 2023, relating to the Mortgage Bonds, between Pacific Gas and Electric Company and the Trustee (including the forms of the Mortgage Bonds of each series)
5.1		Opinion of Hunton Andrews Kurth LLP, dated January 6, 2023
23.1		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1 above)
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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

				PG&E CORPORATION
				By:		/s/ Christopher A. Foster
						Christopher A. Foster
Dated: January 6, 2023						Executive Vice President and Chief Financial Officer
				PACIFIC GAS AND ELECTRIC COMPANY
				By:		/s/ David S. Thomason
						David S. Thomason
Dated: January 6, 2023						Vice President, Chief Financial Officer and Controller