OAKLAND, Calif., July 27, 2026 /PRNewswire/ -- Pacific Gas and Electric Company (the "Company") today announced that it is increasing the Aggregate Maximum Tender Amount (as defined in the Offer to Purchase referred to below) for its previously announced cash tender offers ("Tender Offers") such that the aggregate purchase price for the Tender Offers will be increased from $1,000,000,000 to $1,200,000,000 of its outstanding 3.30% Senior Notes due December 1, 2027 (the "3.30% Senior Notes") and 2.10% First Mortgage Bonds due August 1, 2027 (the "2.10% First Mortgage Bonds" and, together with the 3.30% Senior Notes, the "Bonds" and, each series, a "series of Bonds"), subject to the order of priority (the "Acceptance Priority Levels" as set forth in the table in the Offer to Purchase).
Subject to the terms and conditions of the Tender Offers, each Holder who validly tenders and does not subsequently validly withdraw its Bonds at or prior to 5:00 p.m., New York City time, on July 31, 2026 (the "Withdrawal Deadline") will be entitled to receive the applicable total consideration ("Tender Offer Consideration"), plus accrued and unpaid interest up to, but not including, the settlement date if and when such Bonds are accepted for payment.
The determination of the Tender Offer Consideration will occur at 3:00 p.m., New York City time, July 31, 2026.
The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 27, 2026 (as the same may be amended or supplemented from time to time, including by this news release, the "Offer to Purchase"), including the Financing Condition (as defined in the Offer to Purchase). The Tender Offers are open to all registered holders (the "Holders") of the Bonds. The Company reserves the right, but is under no obligation, to further increase the Aggregate Maximum Tender Amount at any time, including on or after the Price Determination Date (as defined in the Offer to Purchase), without extending withdrawal rights except as required by law. Bonds of a series may be subject to proration (as described in the Offer to Purchase) if the aggregate principal amount of the Bonds of such series validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded.
The minimum denomination for the 3.30% Senior Notes that may be tendered and accepted for payment is hereby amended to be only in principal amounts equal to minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. Holders who do not tender all of their 3.30% Senior Notes must ensure that they retain a principal amount of 3.30% Senior Notes amounting to at least the minimum denomination equal to $100,000. The minimum denominations for the 2.10% First Mortgage Bonds remains unchanged.
Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase, which was sent by the Company to Holders of the Bonds. Holders of the Bonds are encouraged to read the Offer to Purchase as it contains important information regarding the Tender Offers. The Company's obligation to accept for purchase, and to pay for, the Bonds validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, among other things, the satisfaction or waiver of the Financing Condition.
The Company has retained J.P. Morgan Securities LLC and Barclays Capital Inc. to serve as Dealer Managers for the Tender Offers. D. F. King has been retained to serve as the Tender and Information Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Toll-Free: (866) 834-4666, Collect: (212) 834-4818 and Barclays Capital Inc. at 745 Seventh Avenue, 5th Floor, New York, New York 10019, Toll-Free: (800) 438-3242, Collect: (212) 528-7581. Requests for the Offer to Purchase may be directed to D. F. King & Co., Inc. at [email protected] or toll-free at (800) 515-4479 and toll at (212) 931-0857. Additionally, copies of the Offer to Purchase are available at the following webpage: www.dfking.com/pgecorp. The Company is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of the Company, the Dealer Managers, or the Tender and Information Agent make any recommendation as to whether Holders should tender or refrain from tendering their Bonds. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Bonds and, if so, the principal amount of the Bonds to tender. The Tender Offers are not being made to holders of the Bonds in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About the Company
Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE: PCG), is a combined natural gas and electric utility serving more than sixteen million people across 70,000 square miles in Northern and Central California.
Forward-Looking Statements
This news release contains forward-looking statements that are not historical facts, including statements about the timing of the Tender Offers, the Company's ability to complete the Tender Offers, other terms of the Tender Offers including the Financing Condition, the successful completion of the concurrent capital markets financing transaction that is subject to the Financing Condition, and other information. 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 Pacific Gas and Electric Company's joint annual report on Form 10-K for the year ended December 31, 2025, its most recent quarterly report on Form 10-Q for the quarter ended June 30, 2026, and other reports filed with the SEC, which are available on the SEC's website. Pacific Gas and Electric Company undertakes 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.
SOURCE Pacific Gas and Electric Company
