8-K

 

 

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: December 1, 2016

(Date of earliest event reported)

 

Commission

File

Number

    Exact Name of Registrant
as specified in its charter		   

State or Other Jurisdiction

of Incorporation or

Organization

    IRS Employer
Identification
Number
1-12609    PG&E CORPORATION    California    94-3234914
1-2348    PACIFIC GAS AND ELECTRIC COMPANY    California    94-0742640

 

LOGO   LOGO

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 8.01. Other Events

On December 1, 2016, Pacific Gas and Electric Company completed the sale of (i) $250,000,000 aggregate principal amount of Floating Rate Senior Notes due November 30, 2017 and (ii) $400,000,000 aggregate principal amount of 4.00% Senior Notes due December 1, 2046. For further information concerning the notes, refer to the exhibits attached to this report.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

No.

   

Description

  1.1    Underwriting Agreement, dated November 28, 2016, in connection with the offering of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Floating Rate Senior Notes due November 30, 2017 and $400,000,000 aggregate principal amount of its 4.00% Senior Notes due December 1, 2046.
  4.1    Twenty-Eighth Supplemental Indenture, dated as of December 1, 2016, relating to the issuances by Pacific Gas and Electric Company of $250,000,000 aggregate principal amount of Floating Rate Senior Notes due November 30, 2017 and $400,000,000 aggregate principal amount of 4.00% Senior Notes due December 1, 2046.
  4.2    Specimen of Floating Rate Senior Notes due November 30, 2017 (included as Exhibit A to Twenty-Eighth Supplemental Indenture filed as Exhibit 4.1).
  4.3    Specimen of 4.00% Senior Notes due December 1, 2046 (included as Exhibit B to Twenty-Eighth Supplemental Indenture filed as Exhibit 4.1).
  5.1    Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the notes.
23.1    Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).

 

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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 hereunto duly authorized.

 

    PG&E CORPORATION
    By:  

/s/ David S. Thomason

      David S. Thomason
Dated: December 1, 2016       Vice President and Controller
    PACIFIC GAS AND ELECTRIC COMPANY
    By:  

/s/ David S. Thomason

      David S. Thomason
Dated: December 1, 2016       Vice President, Chief Financial Officer and Controller

 

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EXHIBIT INDEX

 

Exhibit

No.

   

Description

  1.1    Underwriting Agreement, dated November 28, 2016, in connection with the offering of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Floating Rate Senior Notes due November 30, 2017 and $400,000,000 aggregate principal amount of its 4.00% Senior Notes due December 1, 2046.
  4.1    Twenty-Eighth Supplemental Indenture, dated as of December 1, 2016, relating to the issuances by Pacific Gas and Electric Company of $250,000,000 aggregate principal amount of Floating Rate Senior Notes due November 30, 2017 and $400,000,000 aggregate principal amount of 4.00% Senior Notes due December 1, 2046.
  4.2    Specimen of Floating Rate Senior Notes due November 30, 2017 (included as Exhibit A to Twenty-Eighth Supplemental Indenture filed as Exhibit 4.1).
  4.3    Specimen of 4.00% Senior Notes due December 1, 2046 (included as Exhibit B to Twenty-Eighth Supplemental Indenture filed as Exhibit 4.1).
  5.1    Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the notes.
23.1    Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).

 

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