SF-1MEF

As filed with the Securities and Exchange Commission on May 3, 2022

Registration Nos. 333-         and 333-         -01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SF-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PACIFIC GAS AND ELECTRIC COMPANY	PG&E WILDFIRE RECOVERY FUNDING LLC
(Exact name of registrant, sponsor and depositor as specified in its charter)	(Exact name of registrant and issuing entity as specified in its charter)
California	Delaware
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
001-02348
(Commission File Number)
0000075488	0001918072
(Central Index Key Number)	(Central Index Key Number)
94-0742640	88-1113018
(I.R.S. Employer Identification Number)	(I.R.S. Employer Identification Number)
77 Beale Street P.O. Box 770000 San Francisco, California 94177 (415) 973-1000	C/O Pacific Gas and Electric Company 77 Beale Street P.O. Box 770000 San Francisco, California 94177 (415) 973-1000
(Address, including zip code, and telephone number, including area code, of depositor’s principal executive offices)	(Address, including zip code, and telephone number, including area code, of issuing entity’s principal executive offices)

Brian M. Wong

Vice President, General Counsel and Corporate Secretary

Pacific Gas and Electric Company

77 Beale Street

P.O. Box 770000

San Francisco, California 94177 (415) 973-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies to:

Michael F. Fitzpatrick, Jr., Esq. Hunton Andrews Kurth LLP 200 Park Avenue New York, New York 10166 (212) 309-1000 Eric D. Tashman, Esq. Norton Rose Fulbright US LLP 555 California Street San Francisco, California 94104 (628) 231-6803

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒  333-263719 and 333-263719-01

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

This Registration Statement will become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act.

EXPLANATORY NOTE

This Registration Statement on Form SF-1 of Pacific Gas & Electric Company and PG&E Wildfire Recovery Funding LLC is being filed pursuant to Rule 462(b) under the Securities Act solely to register an additional $600,000,000 aggregate principal amount of securities hereunder pursuant to Rule 462(b) under the Securities Act. As a result of the additional securities registered hereunder, the following updates are made to each tranche with respect to the principal amount offered: (1) Tranche A-1 is updated to $540,000,000, (2) Tranche A-2 is updated to $540,000,000, (3) Tranche A-3 is updated to $360,000,000, (4) Tranche A-4 is updated to $1,260,000,000 and (5) Tranche A-5 is updated to $900,000,000. This Registration Statement relates to the offering of securities contemplated by the Registration Statement on Form SF-1 (File Nos. 333-263719 and 333-263719-01) as amended by Pre-Effective Amendment No. 1 filed on April 25, 2022, as originally declared effective by the Securities and Exchange Commission on April 29, 2022 (collectively, the “Original Registration Statement”). The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the proposed maximum aggregate offering price set forth in the Calculation of Filing Fee Table filed as Exhibit 107.1 to the Pre-Effective Amendment No. 1 to the Original Registration Statement filed on April 25, 2022. The Original Registration Statement, as amended, including exhibits and the powers of attorney thereto, are incorporated by reference into this Registration Statement.

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PART II

Information Not Required in Prospectus

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
1.1	Form of Underwriting Agreement*
3.1	Certificate of Formation of PG&E Wildfire Recovery Funding LLC**
3.2	Form of Amended and Restated Limited Liability Company Agreement of PG&E Wildfire Recovery Funding LLC***
4.1	Form of Indenture between PG&E Wildfire Recovery Funding LLC and the Trustee (including forms of the recovery bonds)***
5.1	Opinion of Hunton Andrews Kurth LLP with respect to legality****
8.1	Opinion of Hunton Andrews Kurth LLP with respect to federal tax matters***
10.1	Form of Recovery Property Servicing Agreement between PG&E Wildfire Recovery Funding LLC and Pacific Gas and Electric Company, as Servicer***
10.2	Form of Recovery Property Purchase and Sale Agreement between PG&E Wildfire Recovery Funding LLC and Pacific Gas and Electric Company, as Seller***
10.3	Form of Administration Agreement between PG&E Wildfire Recovery Funding LLC and Pacific Gas and Electric Company, as Administrator***
21.1	List of Subsidiaries**
23.1	Consent of Hunton Andrews Kurth LLP (included as part of its Opinions filed as Exhibits 5.1 and 8.1)****
24.1	Power of Attorney of PG&E Wildfire Recovery Funding LLC**
24.2	Power of Attorney of Pacific Gas and Electric Company**
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, National Association**
99.1	Financing Order***
99.2	Form of Opinion of Hunton Andrews Kurth LLP with respect to U.S. and California constitutional matters***
99.3	Consent of Manager Nominee**
107.1	Filing Fee Table****

* To be filed as an exhibit to a Current Report on Form 8-K pursuant to Item 601(b)(1) of Regulation S-K.

** Previously filed with the Registration Statement on Form SF-1 of Pacific Gas & Electric Company and PG&E Wildfire Recovery Funding LLC (File Nos. 333-263719 and 333-263719-01) filed on March 21, 2022.

*** Previously filed with Amendment No. 1 to Registration Statement on Form SF-1 of Pacific Gas & Electric Company and PG&E Wildfire Recovery Funding LLC (File Nos. 333-263719 and 333-263719-01) filed on April 25, 2022.

**** Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form SF-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 3^rd day of May, 2022.

PACIFIC GAS AND ELECTRIC COMPANY
By:	/s/ Adam L. Wright
Name:	*Adam L. Wright
Title:	Executive Vice President, Operations and Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Adam L. Wright *Adam L. Wright	Executive Vice President, Operations and Chief Operating Officer (Principal Executive Officer)	May 3, 2022
/s/ Marlene M. Santos *Marlene M. Santos	Executive Vice President and Chief Customer Officer (Principal Executive Officer)	May 3, 2022
/s/ Jason M. Glickman *Jason M. Glickman	Executive Vice President, Engineering, Planning, and Strategy (Principal Executive Officer)	May 3, 2022
/s/ David S. Thomason *David S. Thomason	Vice President, Chief Financial Officer and Controller (Principal Financial Officer) (Principal Accounting Officer)	May 3, 2022

Pacific Gas and Electric Company Majority of Board of Directors:

/s/ Rajat Bahri *Rajat Bahri	Director	May 3, 2022
/s/ Cheryl F. Campbell *Cheryl F. Campbell	Director	May 3, 2022
/s/ Kerry W. Cooper *Kerry W. Cooper	Director	May 3, 2022
/s/ Jessica L. Denecour *Jessica L. Denecour	Director	May 3, 2022

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/s/ Mark E. Ferguson III *Mark E. Ferguson III	Director	May 3, 2022
/s/ Robert C. Flexon *Robert C. Flexon	Director	May 3, 2022
/s/ W. Craig Fugate *W. Craig Fugate	Director	May 3, 2022
/s/ Arno L. Harris *Arno L. Harris	Director	May 3, 2022
/s/ Michael R. Niggli *Michael R. Niggli	Director	May 3, 2022
/s/ Patricia K. Poppe *Patricia K. Poppe	Director	May 3, 2022
/s/ Dean L. Seavers *Dean L. Seavers	Director Chair of the Board	May 3, 2022
/s/ William L. Smith *William L. Smith	Director	May 3, 2022
/s/ Benjamin F. Wilson *Benjamin F. Wilson	Director	May 3, 2022
/s/ Adam L. Wright *Adam L. Wright	Executive Vice President, Operations, Chief Operating Officer and Director	May 3, 2022

* By:	/s/ Joseph C. Yu
	Joseph C. Yu     Attorney-in fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form SF-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 3^rd day of May, 2022.

PG&E WILDFIRE RECOVERY FUNDING LLC
By:	/s/ Margaret K. Becker
Name:	*Margaret K. Becker
Title:	Manager and President

Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Margaret K. Becker *Margaret K. Becker	Manager and President (Principal Executive Officer)	May 3, 2022
/s/ Monica Klemann *Monica Klemann	Manager, Treasurer and Secretary (Principal Financial Officer) (Principal Accounting Officer)	May 3, 2022

* By:	/s/ Joseph C. Yu
	Joseph C. Yu     Attorney-in fact

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EX-5.1

Exhibit 5.1

HUNTON ANDREWS KURTH LLP 200 PARK AVENUE NEW YORK, NY 10166-0005   TEL   212 • 309 • 1000 FAX  212 • 309 • 1100

May 3, 2022

Pacific Gas and Electric Company

PG&E Wildfire Recovery Funding LLC

77 Beale Street

P.O. Box 770000

San Francisco, California 94177

Re: Pacific Gas and Electric Company

PG&E Wildfire Recovery Funding LLC

Registration Statement on Form SF-1

Ladies and Gentlemen:

We have acted as counsel to Pacific Gas and Electric Company, a California corporation (“PG&E”) and PG&E Wildfire Recovery Funding LLC, a Delaware limited liability company (the “Company”), in connection with the preparation of the Registration Statement on Form SF-1 (Registration Nos. 333-263719 and 333-263719-01) filed on March 21, 2022 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as amended by Amendment No. 1 thereto filed with the Commission on April 25, 2022 (collectively, the “Initial Registration Statement”) and the Registration Statement on Form SF-1 filed on May 3, 2022 with the Commission under the Securities Act solely to register additional securities (collectively with the Initial Registration Statement, the “Registration Statement”) relating to the proposed issuance of Senior Secured Recovery Bonds, Series 2022-A (the “Bonds”) of the Company to be offered in such manner as described in the prospectus (the “Prospectus”) included as part of the Registration Statement. The Bonds are to be issued under an Indenture (the “Base Indenture”) to be entered into between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee (the “Trustee”), as to be supplemented by a Series Supplement establishing the form(s), terms and other provisions of the Bonds (the “Series Supplement” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee, the form of each of which has been filed as an exhibit to the Registration Statement.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We are familiar with the proceedings taken and proposed to be taken by the Company in connection with the proposed authorization, issuance and sale of the Bonds. In rendering the opinions expressed below, we have examined and relied upon copies of the Registration Statement and the exhibits filed therewith, and the form of Indenture. We have also examined

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May 3, 2022

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originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. We have assumed (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals and (iii) the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In delivering the opinions expressed below, we have relied without independent verification, as to factual matters, on certifications and other written or oral statements of governmental and other public officials and of officers and representatives of the Company and PG&E.

Based on the foregoing, and subject to the qualifications and limitations hereinafter set forth, we are of the opinion that:

1.    The Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware;

2.    The Company has limited liability company power and authority to execute and deliver the Indenture, to authorize and issue the Bonds and to perform its obligations under the Indenture and the Bonds; and

3.    The Bonds will be validly issued and binding obligations of the Company when (i) the Registration Statement, as finally amended (including any post-effective amendments), shall have become effective under the Securities Act; (ii) the member or managers of the Company have taken all necessary limited liability company action to approve the issuance and establish the terms of the Bonds, the terms of the offering of the Bonds and related matters; (iii) the Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended, and duly executed and delivered by the Company and the Trustee; and (iv) the Bonds shall have been duly executed and authenticated in accordance with the provisions of the Indenture and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor.

Our opinion is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.

We express no opinion herein as to the law of any jurisdiction other than the law of the State of California and the Limited Liability Company Act of the State of Delaware.

We hereby consent to (i) the filing of this opinion letter as an exhibit to the Registration Statement and to all references to us included in or made a part of the Registration Statement and (ii) the posting of a copy of this opinion letter to an internet website required under Rule 17g-5 under the Securities Exchange Act of 1934 and maintained by PG&E for the

May 3, 2022

Page 3

purpose of complying with such rule. In giving the foregoing consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder. This opinion is limited to the matters stated in this letter, and no opinion may be implied or inferred beyond the matters expressly stated in this letter. This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or administrative interpretations thereof, that occur which could affect the opinions contained herein.

Very truly yours,

/s/ Hunton Andrews Kurth LLP

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Table

Form SF-1

(Form Type)

Pacific Gas and Electric Company	PG&E Wildfire Recovery Funding LLC
(Exact name of registrant, sponsor and depositor as specified in its charter)	(Exact name of registrant and issuing entity as specified in its charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price (1)	Fee Rate	Amount of Registration Fee (1)(2)
Fees to Be Paid	Asset-Backed Securities	Senior Secured Recovery Bonds, Series 2022-A	457(o)	$600,000,000	100%	$600,000,000	0.0000927	$55,620
	Total Offering Amount					$600,000,000		$600,000,000
	Net Fee Due							$55,620

(1) Estimated solely for the purpose of calculating the registration fee.

(2) Pacific Gas and Electric Company and PG&E Wildfire Recovery Funding LLC previously registered a maximum offering price of $3,001,000,000 on a Registration Statement on Form SF-1 (File Nos. 333-263719 and 333-263719-01), for which a filing fee of $278,192.70 was paid.