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: May 28, 2020
(Date of earliest event reported)
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Commission File Number
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Exact Name of Registrant
as specified in its charter
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(Registrant’s telephone number, including area code)
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(Registrant’s telephone number, including area code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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PG&E Corporation
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Emerging growth company
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Pacific Gas and Electric Company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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PG&E Corporation
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☐ |
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Pacific Gas and Electric Company
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☐
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Item 8.01 Other Events.
OII to Consider PG&E Corporation’s and the Utility’s Plan of Reorganization
As previously disclosed, on October 4, 2019, the California Public Utilities Commission (the “CPUC”) issued an order instituting investigation to consider the ratemaking
and other implications “that will result from the confirmation of a plan of reorganization and other regulatory approvals necessary to resolve” the Chapter 11 cases (the “Chapter 11 Proceedings OII”) of PG&E Corporation and its subsidiary,
Pacific Gas and Electric Company (the “Utility”).
On May 28, 2020, the CPUC approved, with conditions and modifications, the reorganization plan of the Utility and PG&E Corporation pursuant to the requirements of
Assembly Bill 1054. Pursuant to the decision, changes to the Utility’s governance structure and enhancements to the CPUC’s oversight are put in place to facilitate the Utility’s ability to provide safe, reliable and affordable utility service. The
CPUC’s final decision was issued on June 1, 2020.
A news release in connection thereto is attached hereto as Exhibit 99.1.
For additional information about the Chapter 11 Proceedings OII, see PG&E Corporation and the Utility’s joint quarterly report on Form 10-Q for the quarter ended March
31, 2020.
Item 9.01 Financial Statements and Exhibits
Exhibits
The following exhibit is being furnished, and is not deemed to be filed:
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements that are not historical facts, including statements about the beliefs, expectations, estimates, future
plans and strategies of PG&E Corporation and the Utility. 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 the Utility’s Annual Report on Form 10-K for the year ended December 31, 2019, their Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and their subsequent reports filed with the Securities and
Exchange Commission. Additional factors include, but are not limited to, those associated with PG&E Corporation’s and the Utility’s Chapter 11 cases. PG&E Corporation and the Utility undertake 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.
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 | ||||
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By:
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/s/ JANET C. LODUCA | ||
| Name: |
Janet C. Loduca |
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| Dated: June 3, 2020 |
Title: |
Senior Vice President and General Counsel |
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| PACIFIC GAS AND ELECTRIC COMPANY | ||||
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By:
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/s/ BRIAN M. WONG | |||
| Name: |
Brian M. Wong |
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| Dated: June 3, 2020 |
Title: |
Vice President, Deputy General Counsel and Corporate Secretary |
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