PG&E CORP: Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under a Registrant’s Off-Balance Sheet Arrangement, Other Events, Financial Statements and Exhibits (Form 8-K)
Item 1.01. Conclusion of a significant definitive agreement
Term credit agreement
OnApril 20, 2022 ,Pacific Gas and Electric Company (the " Utility "), the several lenders from time to time parties thereto andBank of America, N.A ., as administrative agent (the " Administrative Agent "), entered into a$525,000,000 Term Loan Credit Agreement (the " Credit Agreement "), comprised of 364-day
tranches of loans for a total principal amount of
Tranche Loans ") and two-year
tranches of loans for a total principal amount of
Tranche Loans "). The 364-Day
Tranche loans have a maturity date of
2 years
Tranche loans have a maturity date of
364-Day Tranche Loans and the 2-Year
Tranche Loans on
Borrowings under the credit agreement bear interest based on the utility’s choice of (1) forward SOFR (plus a credit spread adjustment of 0.10%) plus an applicable margin of 1, 25%, or (2) the base rate plus an applicable margin of 0.25%.
The utility obligations under the Credit Agreement are secured by the issuance of two First Mortgage Bonds, issued under the Fifteenth Supplemental Indenture (as defined herein) to the Mortgage Indenture (as defined herein), secured by a first ranking lien on substantially all of the Utility’s real property and certain tangible personal property relating to its facilities, subject to certain exceptions, and which shall rank
past bet
with other first mortgage utility bonds.
The Credit Agreement contains terms customary and customary for term loan agreements of this type, including covenants limiting, with certain exceptions, (1) liens, (2) indebtedness, (3) sale and leaseback, (4) fundamental changes, (5) entering into swap agreements and (6) amendments to the mortgage deed. In addition, the credit agreement requires the utility to maintain a total funded debt to funded capitalization ratio of no more than 65% at the end of each fiscal quarter.
In the event of default by the utility under the credit agreement, including cross-defaults relating to other specified debts of the utility or any of its material subsidiaries exceeding
Modification of the receivables securitization program
OnApril 20, 2022 ,PG&E AR Facility LLC (the " SPV "), a special purpose entity wholly owned by the Utility, and the Utility, in its capacity as initial servicer (the " Servicer "), entered into Amendment No. 6 to Receivables Financing Agreement (the " Amendment No.
6
") that amended that certain Receivables Financing Agreement, dated as ofOctober 5, 2020 (as amended, the " Receivables Financing Agreement "), by and among the Servicer, the SPV, as borrower, the financial institutions from time to time party thereto and listed therein as lenders (collectively, the " Receivables Facility Lenders ") andMUFG Bank, Ltd. , as Administrative Agent (" MUFG "). The Receivables Financing Agreement was amended to, among other things, (i) add an uncommitted incremental facility which, subject to certain conditions precedent, allows the SPV to request an increase in the facility amount by an additional$500,000,000 and (ii) update the interest rate provisions to reflect the transition to Term SOFR. The SPV must exercise its right to request the facility limit increase no later thanSeptember 30, 2022 , and such increase is in each committed lender's sole discretion.
On
3
") that amended that certain Purchase and Sale Agreement, dated as ofOctober 5, 2020 (as amended, the " Purchase and Sale Agreement ") by and among the SPV, as buyer, the Servicer, as initial Servicer and as an originator, the financial institutions from time to time party thereto and listed therein as committed lenders, conduit lenders, and group agents, and MUFG, as a Committed Lender, as a Group Agent, and as Administrative Agent. The Purchase and Sale Agreement was amended to, among other things, (i) update the interest rate provisions to reflect the transaction to Term SOFR and (ii) conform certain provisions to amendments made to the Receivables Financing Agreement, including the sanctions and notice provisions.
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The foregoing descriptions of the Credit Agreement, Amendment No. 6 and Amendment No. 3 are qualified in their entirety by reference to the full text of the Credit Agreement, Amendment No. 6 and Amendment No 3, as the case may be. , which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 herein, respectively, and incorporated herein by reference.
The Lenders under the Credit Agreement and the Credit Facility The Lenders and their respective affiliates have provided in the past and may provide in the future investment banking, underwriting, lending, banking commercial and other consulting services
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Section 1.01 is incorporated into this Section 2.03 by reference.
Item 8.01. Other Events In connection with the Credit Agreement, onApril 20, 2022 , theUtility andThe Bank of New York Mellon Trust Company , N.A., as trustee (the " Trustee ") under that certain Indenture of Mortgage, dated as ofJune 19, 2020 (as amended and supplemented, the " Mortgage Indenture "), between the Utility and the Trustee entered into a Fifteenth Supplemental Indenture to the Mortgage Indenture in order to issue collateral bonds to secure the Utility's obligations under the Credit Agreement.
Section 9.01. Financial statements and supporting documents
(d) Exhibits. Exhibit No. Description 4.1 Fifteenth Supplemental Indenture, dated as ofApril 20, 2022 , relating to the collateral bonds, between the Utility and the Trustee (including the forms of collateral bonds) 10.1 Term Loan Credit Agreement, dated as ofApril 20, 2022 , amongPacific Gas and Electric Company , the several lenders from time to time parties thereto andBank of America, N.A ., as Administrative Agent 10.2 Amendment No. 6 to Receivables Financing Agreement, dated as ofApril 20, 2022 , by and amongPG&E AR Facility, LLC , as borrower,Pacific Gas and Electric Company , in its capacity as initial Servicer, the financial institutions from time to time party thereto and listed therein as lenders andMUFG Bank, Ltd. , as Administrative Agent 10.3 Amendment No. 3 to Purchase and Sale Agreement, dated as ofApril 20, 2022 , by and amongPG&E AR Facility, LLC , as buyer,Pacific Gas and Electric Company , as initial Servicer and as an originator, the financial institutions party thereto and listed therein as committed lenders, conduit lenders, and group agents, andMUFG Bank, Ltd. , as a Committed Lender, a Group Agent, and Administrative Agent 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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