PG&E CORP: Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under a Registrant’s Off-Balance Sheet Arrangement, Other Events, Financial Statements and Exhibits (Form 8-K)

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Item 1.01. Conclusion of a significant definitive agreement

Term credit agreement

On April 20, 2022, Pacific Gas and Electric Company (the "
Utility
"), the several lenders from time to time parties thereto and Bank of America,
N.A., as administrative agent (the "
Administrative Agent
"), entered into a $525,000,000 Term Loan Credit Agreement (the "
Credit Agreement
"), comprised of

364-day

tranches of loans for a total principal amount of $125 million (the “364 days

Tranche Loans
") and

two-year

tranches of loans for a total principal amount of $400 million (the “2 year old

Tranche Loans
"). The

364-Day

Tranche loans have a maturity date of April 19, 2023 and the

2 years

Tranche loans have a maturity date of April 19, 2024. The utility borrowed the entire amount of the

364-Day

Tranche Loans and the

2-Year

Tranche Loans on April 20, 2022.

Borrowings under the credit agreement bear interest based on the utility’s choice of (1) forward SOFR (plus a credit spread adjustment of 0.10%) plus an applicable margin of 1, 25%, or (2) the base rate plus an applicable margin of 0.25%.

The utility obligations under the Credit Agreement are secured by the issuance of two First Mortgage Bonds, issued under the Fifteenth Supplemental Indenture (as defined herein) to the Mortgage Indenture (as defined herein), secured by a first ranking lien on substantially all of the Utility’s real property and certain tangible personal property relating to its facilities, subject to certain exceptions, and which shall rank

past bet

with other first mortgage utility bonds.

The Credit Agreement contains terms customary and customary for term loan agreements of this type, including covenants limiting, with certain exceptions, (1) liens, (2) indebtedness, (3) sale and leaseback, (4) fundamental changes, (5) entering into swap agreements and (6) amendments to the mortgage deed. In addition, the credit agreement requires the utility to maintain a total funded debt to funded capitalization ratio of no more than 65% at the end of each fiscal quarter.

In the event of default by the utility under the credit agreement, including cross-defaults relating to other specified debts of the utility or any of its material subsidiaries exceeding $200 million, the Administrator may, with the consent of the required lenders (or at the request of the required lenders, shall), declare the amounts unpaid under the Credit Agreement, including all accrued interest, payable immediately. For cases of default related to insolvency, bankruptcy or receivership, the sums due under the Credit Agreement become immediately payable.

Modification of the receivables securitization program

On April 20, 2022, PG&E AR Facility LLC (the "
SPV
"), a special purpose entity wholly owned by the Utility, and the Utility, in
its capacity as initial servicer (the "
Servicer
"), entered into Amendment No. 6 to Receivables Financing Agreement (the "
Amendment No.

6

") that amended that certain Receivables Financing Agreement, dated as of
October 5, 2020 (as amended, the "
Receivables Financing Agreement
"), by and among the Servicer, the SPV, as borrower, the financial institutions
from time to time party thereto and listed therein as lenders (collectively, the
"
Receivables Facility Lenders
") and MUFG Bank, Ltd., as Administrative Agent ("
MUFG
"). The Receivables Financing Agreement was amended to, among other things,
(i) add an uncommitted incremental facility which, subject to certain conditions
precedent, allows the SPV to request an increase in the facility amount by an
additional $500,000,000 and (ii) update the interest rate provisions to reflect
the transition to Term SOFR. The SPV must exercise its right to request the
facility limit increase no later than September 30, 2022, and such increase is
in each committed lender's sole discretion.

On April 20, 2022the SPV and the Servicer have entered into Addendum No. 3 to the Agreement of Purchase and Sale (the “Addendum No. 3”).

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") that amended that certain Purchase and Sale Agreement, dated as of October 5,
2020 (as amended, the "
Purchase and Sale Agreement
") by and among the SPV, as buyer, the Servicer, as initial Servicer and as an
originator, the financial institutions from time to time party thereto and
listed therein as committed lenders, conduit lenders, and group agents, and
MUFG, as a Committed Lender, as a Group Agent, and as Administrative Agent. The
Purchase and Sale Agreement was amended to, among other things, (i) update the
interest rate provisions to reflect the transaction to Term SOFR and
(ii) conform certain provisions to amendments made to the Receivables Financing
Agreement, including the sanctions and notice provisions.

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The foregoing descriptions of the Credit Agreement, Amendment No. 6 and Amendment No. 3 are qualified in their entirety by reference to the full text of the Credit Agreement, Amendment No. 6 and Amendment No 3, as the case may be. , which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 herein, respectively, and incorporated herein by reference.

The Lenders under the Credit Agreement and the Credit Facility The Lenders and their respective affiliates have provided in the past and may provide in the future investment banking, underwriting, lending, banking commercial and other consulting services PG&E Company and Utility. These lenders and lenders under the receivables facility have received, and may receive in the future, customary PG&E Company and the public service for these services.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

          Off-Balance

          Sheet Arrangement of a Registrant

The information set forth in Section 1.01 is incorporated into this Section 2.03 by reference.


Item 8.01. Other Events


In connection with the Credit Agreement, on April 20, 2022, the Utility and The
Bank of New York Mellon Trust Company, N.A., as trustee (the "
Trustee
") under that certain Indenture of Mortgage, dated as of June 19, 2020 (as
amended and supplemented, the "
Mortgage Indenture
"), between the Utility and the Trustee entered into a Fifteenth Supplemental
Indenture to the Mortgage Indenture in order to issue collateral bonds to secure
the Utility's obligations under the Credit Agreement.


Section 9.01. Financial statements and supporting documents


(d) Exhibits.

Exhibit
  No.                                     Description

 4.1          Fifteenth Supplemental Indenture, dated as of April 20, 2022, relating
            to the collateral bonds, between the Utility and the Trustee (including
            the forms of collateral bonds)

10.1          Term Loan Credit Agreement, dated as of April 20, 2022, among Pacific
            Gas and Electric Company, the several lenders from time to time parties
            thereto and Bank of America, N.A., as Administrative Agent

10.2          Amendment No. 6 to Receivables Financing Agreement, dated as of
            April 20, 2022, by and among PG&E AR Facility, LLC, as borrower, Pacific
            Gas and Electric Company, in its capacity as initial Servicer, the
            financial institutions from time to time party thereto and listed
            therein as lenders and MUFG Bank, Ltd., as Administrative Agent

10.3          Amendment No. 3 to Purchase and Sale Agreement, dated as of April 20,
            2022, by and among PG&E AR Facility, LLC, as buyer, Pacific Gas and
            Electric Company, as initial Servicer and as an originator, the
            financial institutions party thereto and listed therein as committed
            lenders, conduit lenders, and group agents, and MUFG Bank, Ltd., as a
            Committed Lender, a Group Agent, and Administrative Agent

104         Cover Page Interactive Data File - the cover page XBRL tags are embedded
            within the Inline XBRL document

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