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PG&E Corporation Prices 423M Share Common Stock Offering @$9.50/Share

PG&E Corporation (NYSE: PCG) today announced that it has priced its previously announced underwritten public offering of 423,372,629 shares of its common stock at a price per share to the public of $9.50 and its previously announced concurrent underwritten

Benzinga · -
PG&E Corporation (NYSE: PCG) today announced that it has priced its previously announced underwritten public offering of 423,372,629 shares of its common stock at a price per share to the public of $9.50 and its previously announced concurrent underwritten public offering of 14,545,455 of its equity units at a price of $100 per unit, for total net proceeds to the Corporation, before estimated offering expenses, of approximately $3.968 billion and approximately $1.186 billion, respectively. The offerings are part of PG&E's plan to fund its emergence from Chapter 11, subject to market conditions. PG&E has granted the underwriters in each offering, on the same terms as each offering, a 30-day option to purchase up to an additional 42,337,263 shares of common stock and 1,454,545 prepaid stock contracts to create up to 1,454,545 equity units, respectively. The offerings are currently expected to close on July 1, 2020, subject to the satisfaction of customary closing conditions. The completion of each offering is conditioned upon emergence from the Chapter 11 Cases on the effective date of the Plan of Reorganization, which in turn is conditioned upon PG&E having obtained funding for the Plan of Reorganization. If the offerings are successfully consummated, following the application of proceeds thereof, PG&E Corporation currently anticipates emerging from Chapter 11 on July 1, 2020. The common stock offering and equity units offering are separate public offerings made by means of separate prospectus supplements and are not contingent on each other. Each equity unit will consist of a prepaid stock contract and a 1/48,000th undivided beneficial ownership interest in specified zero-coupon U.S. treasury strips that mature on a quarterly basis from, and including, August 15, 2020 through, and including, August 15, 2023. Each prepaid stock contract will automatically settle on August 16, 2023 (subject to postponement in certain limited circumstances). The maximum settlement rate per prepaid stock contract will be 10.5263 shares of common stock (which corresponds to a reference price of approximately $9.50 per share of common stock), and the minimum settlement rate per prepaid stock contract will be 8.5929 shares of common stock (which corresponds to a threshold appreciation price of approximately $11.6375 per share of common stock). PG&E expects that the amount payable per equity unit per full quarter in respect of the relevant zero-coupon U.S. treasury strips will be equal to $1.3750, which represents an annual rate of return on the stated amount per equity unit of 5.50%. PG&E's common stock is listed on the New York Stock Exchange under the symbol "PCG," and PG&E has applied to list the equity units on the New York Stock Exchange under the symbol "PCGU." Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint lead book-running managers for both the common stock offering and the equity units offering. Barclays, Citigroup and BofA Securities are also acting as joint book-running managers for both the common stock offering and the equity units offering.