PG&E (NYSE:PCG) Completes Offering of Series A Mandatory Convertible Preferred Stock

On December 2, 2024, PG&E Corporation (NYSE:PCG) announced the successful completion of an underwriting agreement regarding its issuance of 28,000,000 shares of 6.000% Series A Mandatory Convertible Preferred Stock, with each share having an initial liquidation preference of $50.00. The underwriting agreement was undertaken in collaboration with J.P. Morgan Securities LLC, Barclays Capital Inc., and Citigroup Global Markets Inc.

Additionally, PG&E Corporation granted the underwriters an option to purchase up to an additional 4,200,000 shares of Preferred Stock to cover any over-allotments. The underwriters fully exercised this option on December 3, 2024. The closure of the offering took place on December 5, 2024.

The company filed a validity opinion from its legal counsel regarding the Preferred Stock offering, which was conducted under a shelf registration statement on Form S-3 (File No. 333-277286) with the Securities and Exchange Commission (SEC) on February 22, 2024, and became effective automatically. A prospectus supplement related to the offering was filed with the SEC on December 2, 2024.

In conjunction with the offering, PG&E Corporation filed a Certificate of Determination with the State of California Secretary, establishing the rights and preferences of the Preferred Stock. This certificate became effective on December 5, 2024.

Each share of Preferred Stock, unless converted earlier, is set to automatically convert into a range of 1.9465 to 2.4331 shares of Common Stock around December 1, 2027, subject to standard anti-dilution adjustments. Dividends on the Preferred Stock will be paid at an annual rate of 6.000% on the liquidation preference of $50.00 per share.

Regarding rights of Security Holders, PG&E Corporation stated that no dividends or distributions will be made on the Common Stock or any other junior stock unless all accumulated and unpaid dividends on the Preferred Stock have been paid.

In light of these developments, PG&E Corporation issued press releases on December 2, 2024, to announce the launch and pricing of the offering. These press releases were previously filed by PG&E Corporation on Form 8-K on December 4, 2024.

PG&E Corporation’s related Form 8-K filing included various exhibits, such as the Underwriting Agreement, the Certificate of Determination, and the Form of Certificate. Additionally, opinion and consent details from Hunton Andrews Kurth LLP were provided along with press releases, all as part of the filing on December 2, 2024.

The Offering and subsequent filings serve as strategic moves by PG&E Corporation to strengthen its financial position and offer investors a new investment opportunity in the form of Preferred Stock.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read PG&E’s 8K filing here.

About PG&E

PG&E Corporation, through its subsidiary, Pacific Gas and Electric Company, engages in the sale and delivery of electricity and natural gas to customers in northern and central California, the United States. It generates electricity using nuclear, hydroelectric, fossil fuel-fired, fuel cell, and photovoltaic sources.