Pacific Gas and Electric Company Announces Cash Tender Offers

OAKLAND, Calif., July 27, 2026 /PRNewswire/ -- Pacific Gas and Electric Company (the "Company") today announced the commencement of cash tender offers ("Tender Offers") to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $1,000,000,000 (subject to increase or decrease by the Company, the "Aggregate Maximum Tender Amount") of its outstanding 3.30% Senior Notes due December 1, 2027 (the "3.30% Senior Notes") and 2.10% First Mortgage Bonds due August 1, 2027 (the "2.10% First Mortgage Bonds" and, together with the 3.30% Senior Notes, the "Bonds" and, each series, a "series of Bonds"), subject to the order of priority (the "Acceptance Priority Levels" as set forth in the table below under "Acceptance Priority Level").  

The price offered in the Tender Offers and other information relating to the Tender Offers are set forth in the table below.

The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 27, 2026 (as the same may be amended or supplemented from time to time, the "Offer to Purchase"), including the Financing Condition (as defined below). The Tender Offers are open to all registered holders (the "Holders") of the Bonds. The Company reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount at any time, including on or after the Price Determination Date (as defined below), without extending withdrawal rights except as required by law. Bonds of a series may be subject to proration (as described in the Offer to Purchase) if the aggregate principal amount of the Bonds of such series validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded.

Subject to the terms and conditions of the Tender Offers, each Holder who validly tenders and does not subsequently validly withdraw its Bonds at or prior to 5:00 p.m., New York City time, on July 31, 2026 (the "Withdrawal Deadline") will be entitled to receive the applicable total consideration ("Tender Offer Consideration"), plus accrued and unpaid interest up to, but not including, the settlement date if and when such Bonds are accepted for payment. The Tender Offer Consideration for each series of Bonds validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase. In calculating the applicable Tender Offer Consideration for a series of Bonds, the application of the par call date will be in accordance with standard market practice. The Tender Offer Consideration will be determined at 3:00 p.m., New York City time, July 31, 2026, unless extended by the Company (the "Price Determination Date").

Payments for the Bonds purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Bonds up to, but not including, the settlement date for such Bonds accepted for purchase. The settlement date for the Bonds that are validly tendered on or prior to 5:00 p.m., New York City time, on July 31, 2026 (the "Expiration Date") is expected to be August 4, 2026, two business days following the scheduled Expiration Date (the "Settlement Date").

Subject to the Aggregate Maximum Tender Amount and proration, all Bonds validly tendered and not validly withdrawn at or prior to the Expiration Date having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any validly tendered Bonds having a lower Acceptance Priority Level (with 2 being the lowest).

Each Tender Offer is a separate offer, and each Tender Offer may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing any other Tender Offer. The Tender Offers are subject to the satisfaction or waiver of certain conditions, including the Financing Condition, as described herein, and the Company expressly reserves its right, subject to applicable law, to terminate the Tender Offers at any time prior to the Expiration Date.

The Company's obligation to accept for purchase, and to pay for, the Bonds validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, among other things, the completion of one or more offerings of first mortgage bonds by the Company or one or more other capital markets financing transactions on terms and conditions satisfactory to the Company, providing aggregate gross proceeds sufficient to pay the aggregate purchase price for Bonds validly tendered pursuant to the Tender Offers (the "Financing Condition"). The Tender Offers are not contingent upon the tender of any minimum principal amount of the Bonds.

The Company has retained J.P. Morgan Securities LLC and Barclays Capital Inc. to serve as Dealer Managers for the Tender Offers. D. F. King has been retained to serve as the Tender and Information Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Toll-Free: (866) 834-4666, Collect: (212) 834-4818 and Barclays Capital Inc. at 745 Seventh Avenue, 5^th Floor, New York, New York 10019, Toll-Free: (800) 438-3242, Collect: (212) 528-7581. Requests for the Offer to Purchase may be directed to D. F. King & Co., Inc. at [email protected] or toll-free at (800) 515-4479 and toll at (212) 931-0857.   Additionally, copies of the Offer to Purchase are available at the following webpage: www.dfking.com/pgecorp.  The Company is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of the Company, the Dealer Managers, or the Tender and Information Agent make any recommendation as to whether Holders should tender or refrain from tendering their Bonds. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Bonds and, if so, the principal amount of the Bonds to tender. The Tender Offers are not being made to holders of the Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Substantially concurrently with the commencement of the Tender Offers, the Company delivered to the relevant trustee a conditional notice of full redemption to be delivered to the holders with a scheduled redemption date of August 6, 2026 (the "Redemption Date"), for all of its 5.450% First Mortgage Bonds due June 15, 2027 (the "Redemption Bonds"), of which $450,000,000 aggregate principal amount is outstanding (the "Redemption"), in accordance with the indenture that governs the Redemption Bonds. The redemption price is equal to 100% of the principal amount of the Redemption Bonds redeemed plus a "make-whole" premium calculated as set forth in the indenture that governs the Redemption Bonds, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Redemption is conditioned on the Company having available all funds necessary on the Redemption Date to cause the redemption of the Redemption Bonds. In the Company's discretion, the Redemption Date may be delayed until such time as the preceding condition shall be satisfied (or waived by the Company in its sole discretion), or the Redemption may not occur and such notice of conditional full redemption may be rescinded in the event that the preceding condition shall not have been satisfied (or waived by the Company in its sole discretion). This statement shall not constitute a notice of redemption under the indenture governing the Redemption Bonds.

About the Company

Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE: PCG), is a combined natural gas and electric utility serving more than sixteen million people across 70,000 square miles in Northern and Central California.

Forward-Looking Statements

This news release contains forward-looking statements that are not historical facts, including statements about the timing of the Tender Offers, the Company's ability to complete the Tender Offers, the Company's ability to complete the Redemption, other terms of the Tender Offers including the Financing Condition, the successful completion of the concurrent capital markets financing transaction that is subject to the Financing Condition, and other information.  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. 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 and Pacific Gas and Electric Company's joint annual report on Form 10-K for the year ended December 31, 2025, its most recent quarterly report on Form 10-Q for the quarter ended June 30, 2026, and other reports filed with the SEC, which are available on the SEC's website. Pacific Gas and Electric Company undertakes 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.

SOURCE Pacific Gas and Electric Company