Current Report Filing (8-k)
December 13 2019 - 3:58PM
Edgar (US Regulatory)
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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: December 13, 2019
(Date of earliest event reported)
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):
Securities registered pursuant to Section 12(b) of the Act:
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).
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.
Item 7.01 Regulation FD Disclosure.
As previously disclosed on PG&E Corporation’s Current Report on Form 8-K filed on December 11, 2019, PG&E Corporation entered
into Chapter 11 Plan Backstop Commitment Letters (the “Backstop Commitment Letters”) with certain investors, under which such investors severally committed to fund up to $12.0 billion of proceeds to finance PG&E Corporation’s Chapter 11 plan of
reorganization through the purchase of common stock of PG&E Corporation. PG&E Corporation is seeking an extension and other modifications to the Backstop Commitment Letters. The proposed form of amended backstop commitment letter is attached
as Exhibit 99.1 hereto and 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
filings of PG&E Corporation or Pacific Gas and Electric Company 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
No Securities Offering
This is not an offering of securities and securities may not be offered or sold absent registration or an applicable exemption from the registration requirements.
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.
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PG&E CORPORATION
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Date: December 13, 2019
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By:
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/s/ JASON P. WELLS
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Name:
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Jason P. Wells
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Title:
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Executive Vice President and Chief Financial Officer
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PACIFIC GAS AND ELECTRIC COMPANY
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Date: December 13, 2019
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By:
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/s/ DAVID S. THOMASON
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Name:
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David S. Thomason
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Title:
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Vice President, Chief Financial Officer and Controller
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