UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 2, 2016
(Date of earliest event reported)
| Commission File Number |
Exact Name of Registrant as specified in its charter |
State or Other Jurisdiction |
IRS Employer Identification Number | |||
| 1-12609 | PG&E CORPORATION |
California | 94-3234914 | |||
| 1-2348 | PACIFIC GAS AND ELECTRIC COMPANY |
California | 94-0742640 |
|
| |
| 77 Beale Street P.O. Box 770000 San Francisco, California 94177 (Address of principal executive offices) (Zip Code)
(415) 973-1000 (Registrant’s telephone number, including area code) |
77 Beale Street P.O. Box 770000 San Francisco, California 94177 (Address of principal executive offices) (Zip Code)
(415) 973-7000 (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On March 2, 2016, Pacific Gas and Electric Company (the “Utility”) obtained a $250 million unsecured term loan (the “Term Loan”) under a loan agreement (the “Term Loan Agreement”) with The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) as the initial lender. The Utility plans to use the loan proceeds for general corporate purposes, including repaying a portion of the Utility’s outstanding commercial paper.
The Term Loan matures on February 2, 2017. The Term Loan will bear interest based, at the Utility’s election, on (1) LIBOR plus an applicable margin or (2) ABR plus an applicable margin. ABR will equal the highest of the following: BTMU’s announced base rate, 0.5% above the overnight federal funds rate, and the one-month LIBOR plus an applicable margin. The applicable margin for LIBOR loans is 0.65%. The applicable margin for ABR loans is the greater of (1) zero and (2) 1% less than the applicable margin for LIBOR loans.
The Term Loan Agreement includes usual and customary covenants for loan agreements of this type, including covenants limiting: (1) liens to those permitted under the Utility’s senior bond indenture, (2) mergers, (3) sales of all or substantially all of the Utility’s assets and (4) other fundamental changes. In addition, the Term Loan Agreement requires that the Utility maintain a ratio of total consolidated debt to total consolidated capitalization of not more than 0.65 to 1.00 as of the end of each fiscal quarter.
In the event of a default by the Utility under the Term Loan Agreement, including cross-defaults relating to specified other debt of the Utility or any of its significant subsidiaries in excess of $200 million, BTMU may declare the amounts outstanding under the Term Loan Agreement, including all accrued interest, payable immediately. For events of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the Term Loan Agreement become payable immediately.
The foregoing description of the Term Loan Agreement is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
BTMU and its affiliates have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to the Utility. BTMU has received, and may in the future receive, customary compensation from the Utility for such services.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant
The information set forth above in Item 1.01 regarding the Term Loan and the Term Loan Agreement is hereby incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Term Loan Agreement, dated as of March 2, 2016, between Pacific Gas and Electric Company and The Bank of Tokyo-Mitsubishi UFJ, Ltd . | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| PG&E CORPORATION | ||||||
| By: | /S/ LINDA Y.H. CHENG | |||||
| Dated:March 2, 2016 | LINDA Y.H. CHENG Vice President, Corporate Governance and Corporate Secretary | |||||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||||
| By: | /S/ LINDA Y.H. CHENG | |||||
| Dated:March 2, 2016 | LINDA Y.H. CHENG Vice President, Corporate Governance and Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Term Loan Agreement, dated as of March 2, 2016, between Pacific Gas and Electric Company and The Bank of Tokyo-Mitsubishi UFJ, Ltd. | |