Pacific Gas and Electric Company Announces Results of Cash Tender Offers
OAKLAND, Calif., July 31, 2026 /PRNewswire/ -- Pacific Gas and Electric Company (the "Company") today announced the results of its previously announced cash tender offers ( "Tender Offers") to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $1,200,000,000 (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"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 27, 2026 (as amended by the press release dated July 27, 2026 regarding an upsize to the Aggregate Maximum Tender Amount, the "Offer to Purchase"), subject to the Acceptance Priority Levels as set forth in the Offer to Purchase.
According to information received from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the "Tender and Information Agent"), as of 5:00 p.m., New York City time, on July 31, 2026 (the "Expiration Date"), the Company had received valid tenders from the registered holders (the "Holders") of the Bonds that were not validly withdrawn as set forth in the table below.
Title of Bonds | CUSIP Numbers1 | Acceptance | Reference | Fixed Spread | Reference | Tender Offer | Aggregate |
3.30% Senior Notes due | 694308 HW0 (SEC Registered) / | 1 | 3.875% U.S. | +20 | 4.248 % | $985.34 | $1,067,357,000 |
2.10% First Mortgage | 694308 JF5 | 2 | 3.875% U.S. | +20 | 4.196 % | $977.95 | $841,253,000 |
1 | No representation is made as to the correctness or accuracy of the CUSIP Numbers listed in this news release or printed on the Bonds. They are provided solely for the convenience of the Holders of the Bonds. |
2 | Subject to the Aggregate Maximum Tender Amount and proration, the principal amount of each series of Bonds that is purchased in the Tender Offers will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 2 being the lowest) specified in this column. |
3 | Per $1,000 principal amount of Bonds validly tendered at or prior to the Expiration Date and accepted for purchase by the Company, which does not include accrued interest. |
The 2.10% First Mortgage Bonds validly tendered will be subject to a proration factor of 18.2%, with appropriate adjustments downward to the nearest $1,000 principal amount to avoid the purchases of 2.10% First Mortgage Bonds in principal amounts other than in integral multiples of $1,000.
The Tender Offer Consideration (as defined in the Offer to Purchase) was determined at 3:00 p.m., New York City time, on July 31, 2026.
The Company will accept for payment $1,218,990,000 Aggregate Maximum Tender Amount of all Bonds purchased on the Expiration Date (as defined in the Offer to Purchase). All payments for Bonds purchased in connection with the Expiration Date will also include accrued and unpaid interest on the principal amount of the Bonds purchased, from the last interest payment date with respect to those Bonds to, but not including, the Expiration Date.
Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase, which was sent by the Company to Holders of the Bonds. Holders of the Bonds are encouraged to read the Offer to Purchase as it contains important information regarding the Tender Offers. 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 satisfaction or waiver of the Financing Condition (as defined in the Offer to Purchase).
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, 5th 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 pgecorp@dfking.com 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 of the Bonds should tender or refrain from tendering their Bonds. Holders of the Bonds 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.
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, 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
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