$1.25 billion of common stock offering reserved for large shareholders who meet eligibility criteria as of 5:00 pm ET on June 19, 2020
SAN FRANCISCO, Calif. — As previously announced, PG&E Corporation 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 to partially fund distributions under the company's plan of reorganization. Also as previously announced, pursuant to a reserved allocation program (the "Reserved Allocation"), $1.25 billion of the common stock offering will 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"). PG&E also 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.
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. 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 $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.
Any investor that satisfies the eligibility criteria and is interested in participating in the Reserved Allocation should contact PG&E Investor Relations at (415) 972-7080 or email@example.com and request a copy of the Reserved Allocation Eligibility Form. Eligible investors must submit the Reserved Allocation Eligibility Form together with any supporting documents by 5:00 pm ET on June 23, 2020 (such date and time, "the Eligibility Application Deadline"). Investors that do not submit all required information by the Eligibility Application Deadline will not be able to participate in the Reserved Allocation.
For more detailed information regarding the Reserved Allocation, including the procedures required to participate, please see the preliminary prospectus supplement for the common stock offering filed by PG&E Corporation with the Securities and Exchange Commission (the "SEC") on June 19, 2020. Information on how to obtain a copy of the preliminary prospectus supplement is provided below.
This description of the Reserved Allocation is for information purposes only. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any shares of PG&E common stock 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.
The common stock and equity units will be offered and sold pursuant to an effective shelf registration statement on Form S-3 filed by PG&E Corporation with the SEC and only 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 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 and the offerings. 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.
This press release contains forward-looking statements that are not historical facts, including statements about the expected offerings and the 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 U.S. treasury securities.