Bankruptcy Petition for Parent

0003-EX-AU-2019 Text Documents

Pacific Gas and Electric Company

2019-02-28ELS_224362

Fill in this information to identify the case

United States Bankruptcy Court for the:

Northern District of California

Case number (If known): Chapter 11

☐ Check if this is
an amended filing

Official Form 201
Voluntary Petition for Non-Individuals Filing for Bankruptcy 04/16
If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case number (if
known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available.

1. Debtor’s name PG&E Corporation

2. All other names debtor used
in the last 8 years

Include any assumed names, trade
names, and doing business as
names

3. Debtor’s federal Employer
Identification Number (EIN) 94-3234914

4. Debtor’s Principal place of business Mailing address, if different from principal place of business
address
77 Beale Street
Number Street Number Street

P.O. Box 770000
P.O. Box

San Francisco California 94177
City State ZIP Code City State ZIP Code

Location of principal assets, if different from principal place
of business
San Francisco
County
Number Street

City State ZIP Code

5. Debtor’s website (URL) http://www.pgecorp.com

6. Type of debtor ☒ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))
☐ Partnership (excluding LLP)
☐ Other. Specify:

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy Page 1

Case: 19-30088 Doc# 1 Filed: 01/29/19 Entered: 01/29/19 00:06:32 Page 1 of 14

Debtor PG&E Corporation Case number (if known)
Name

A. Check one:
7. Describe debtor’s business
☐ Health Care Business (as defined in 11 U.S.C. § 101(27A))
☐ Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))
☐ Railroad (as defined in 11 U.S.C. § 101(44))
☐ Stockbroker (as defined in 11 U.S.C. § 101(53A))
☐ Commodity Broker (as defined in 11 U.S.C. § 101(6))
☐ Clearing Bank (as defined in 11 U.S.C. § 781(3))
☒ None of the above Holding company

B. Check all that apply:
☐ Tax- entity (as described in 26 U.S.C. § 501)
☐ Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. § 80a-3)
☐ Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11))

C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See
http://www.uscourts.gov/four-digit-national-association-naics-codes .
2211 – Electric Power Generation, Transmission, and Distribution

Check one:
8. Under which chapter of the
Bankruptcy Code is the ☐ Chapter 7
debtor filing? ☐ Chapter 9
☒ Chapter 11. Check all that apply:
☐ Debtor’s aggregate noncontingent liquidated debts (excluding debts owed to
insiders or affiliates) are less than $2,566,050 (amount subject to adjustment
on 4/01/19 and every 3 years after that).
☐ The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D). If the
debtor is a small business debtor, attach the most recent balance sheet,
statement of operations, cash-flow statement, and federal income tax return or
if all of these documents do not exist, follow the procedure in 11 U.S.C. §
1116(1)(B).
☐ A plan is being filed with this petition.
☐ Acceptances of the plan were solicited prepetition from one or more classes of
creditors, in accordance with 11 U.S.C. § 1126(b).
☒ The debtor is required to file periodic reports (for example, 10K and 10Q) with
the Securities and Exchange Commission according to § 13 or 15(d) of the
Securities Exchange Act of 1934. File the Attachment to Voluntary Petition for
Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A)
with this form.
☐ The debtor is a shell company as defined in the Securities Exchange Act of
1934 Rule 12b-2.
☐ Chapter 12

9. Were prior bankruptcy cases ☒ No
filed by or against the debtor
within the last 8 years? ☐ Yes District When Case number

If more than 2 cases, attach a MM/ DD/ YYYY
separate list.
District When Case number

MM / DD/ YYYY

10. Are any bankruptcy cases ☐ No
pending or being filed by a
business partner or an ☒ Yes Debtor See Schedule 1 Relationship
affiliate of the debtor? District When
List all cases. If more than 1,
Case number, if known
attach a separate list.

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 2
Page

Case: 19-30088 Doc# 1 Filed: 01/29/19 Entered: 01/29/19 00:06:32 Page 2 of 14

Debtor PG&E Corporation Case number (if known)
Name

11. Why is the case filed in this Check all that apply:
district?
☒ Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days
immediately preceding the date of this petition or for a longer part of such 180 days than in any other district.
☒ A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district.

12. Does the debtor own or have
☒ No
possession of any real
property or personal property ☐ Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed.
that needs immediate Why does the property need immediate attention? (Check all that apply.)
attention? ☐ It poses or is alleged to pose a threat of imminent and identifiable hazard to public
health or safety.
What is the hazard?
☐ It needs to be physically secured or protected from the weather.
☐ It includes perishable goods or assets that could quickly deteriorate or lose value
without attention (for example, livestock, seasonal goods, meat, dairy, produce, or
securities-related assets or other options).

☐ Other

Where is the property?
Number Street

City State ZIP Code
Is the property insured?
☐ No
☐ Yes. Insurance agency
Contact Name
Phone

Statistical and administrative information

13. Debtor’s estimation of Check one:
available funds ☒ Funds will be available for distribution to unsecured creditors.
☐ After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors.

14. Estimated number of ☐ 1-49 ☐ 1,000-5,000 ☐ 25,001-50,000
creditors ☐ 50-99 ☐ 5,001-10,000 ☒ 50,001-100,000
(on a consolidated basis) ☐ 100-199 ☐ 10,001-25,000 ☐ More than 100,000
☐ 200-999

15. Estimated assets ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion
(on a consolidated net ☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion
book value basis) ☐ $100,001-$500,000 ☐ $10,000,000,001-$50 billion
☐ $50,000,001-$100 million
☐ $500,001-$1 million ☒ More than $50 billion
☐ $100,000,001-$500 million

16. Estimated liabilities ☐ $0-$50,000 ☐ $1,000,001-$10 million ☐ $500,000,001-$1 billion
(on a consolidated net ☐ $50,001-$100,000 ☐ $10,000,001-$50 million ☐ $1,000,000,001-$10 billion
book value basis) ☐ $100,001-$500,000 ☐ $10,000,000,001-$50 billion
☐ $50,000,001-$100 million
☐ $500,001-$1 million ☒ More than $50 billion
☐ $100,000,001-$500 million

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 3
Page

Case: 19-30088 Doc# 1 Filed: 01/29/19 Entered: 01/29/19 00:06:32 Page 3 of 14

Debtor PG&E Corporation Case number (if known)
Name

Fill in this information to identify the case:

Debtor name: PG&E Corporation
United States Bankruptcy Court for the: Northern District of California

Case number (If known):

Attachment to Voluntary Petition for Non-Individuals
Filing for Bankruptcy under Chapter 11

1. If any of the debtor’s securities are registered under Section 12 of the Securities Exchange Act
of 1934, the SEC file number is 1-12609
2. The following financial data is the latest available information and refers to the debtor’s
condition (on a consolidated net book value basis) on September 30, 2018 as reflected in the debtor’s Form 10-Q for
the quarterly period that ended September 30, 2018:
a. Total assets $71,385,000,000
b. Total debts (including debts listed in 2.c., below) $51,689,000,000
c. Debt securities held by more than 500 holders

Approximate
number of holder

secured unsecured subordinated $ See Schedule 2
secured unsecured subordinated $
secured unsecured subordinated $
secured unsecured subordinated $

d. Number of shares of preferred stock No shares outstanding
e. Number of shares common stock 518,674,276 shares

Comments, if any:
__________________________________________________________________________________________________________
__________________________________________________________________
3. Brief description of debtor’s business: Holding company whose primary operating subsidiary’s business is
electric power generation, transmission, and distribution.

4. List the names of any person who directly or indirectly owns, controls, or holds, with power to vote, 5% or more
of the voting securities of debtor: Based on publicly filed and available information, the debtor understands that the following persons
directly or indirectly own, control, or hold, with power to vote, 5% or more of the voting securities of the debtor: Blackrock, Inc., T. Rowe
Price Associates, and The Vanguard Group.

Official Form 201 Voluntary Petition for Non-Individuals Filing for Bankruptcy 5
Page

Case: 19-30088 Doc# 1 Filed: 01/29/19 Entered: 01/29/19 00:06:32 Page 5 of 14

Schedule 1 – Pending Bankruptcy Cases Filed by the Debtor and Affiliates of the Debtor

On April 6, 2001, Pacific Gas and Electric Company (the “Utility”) filed a voluntary case under chapter 11 of title
11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern
District of California (the “Court”) which was assigned Case No. 01-30923 DM (the “2001 Case”). As of the date
hereof, the 2001 Case remains open and pending before the Court.

In addition, on the date hereof, the Utility and PG&E Corporation (“PG&E Corp.” and, together with the Utility,
the “Debtors”) each filed with the Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. A
motion will be filed with the Court requesting that the chapter 11 cases of the Utility and PG&E Corp. be
consolidated for procedural purposes only and jointly administered, pursuant to Rule 1015(b) of the Federal Rules of
Bankruptcy Procedure.

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Schedule 2 – Debtor’s Debt Securities

The following financial data is the latest available information and refers to the Debtor’s
financial condition as of December 30, 2018:

Principal
Approximate
Type Maturity Amount
Number of Holders
Outstanding
Revolving Credit Facility April 27, 2022 $300,000,000 16
Term Loan April 16, 2020 $350,000,000 3

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Chapter 11 Case; Senate Bill 901 Notice; Debtor-in-Possession Financing

RESOLUTION OF THE
BOARD OF DIRECTORS OF
PG&E CORPORATION

January 12, 2019

WHEREAS, the Board of Directors (the “Board”) of PG&E Corporation, a
California corporation (the “Corporation”), has reviewed, discussed, and had the opportunity to
ask questions about the materials presented by management and the legal and financial advisors
of the Corporation regarding, among other matters, the actual and potential liabilities of the
Corporation, its liquidity, the strategic alternatives available to it, and the impact of the foregoing
on the Corporation’s business;

WHEREAS, the Board has had the opportunity to consult with management and
the legal and financial advisors of the Corporation to fully consider each of the strategic
alternatives available to the Corporation;

WHEREAS, pursuant to State Senate Bill 901, effective as of January 1, 2019,
California Public Utilities Code Section 854.2(d) appears on its face to purportedly require at
least 15 days’ advance notice (“SB 901 Notice”) to covered employees prior to a “change in
control” of a utility, which is defined to include any filing seeking bankruptcy protection; and

WHEREAS, the Board desires to approve this resolution;

I. Commencement of the Chapter 11 Case

NOW, THEREFORE, BE IT RESOLVED that the Board has determined, after
consultation with management and the legal and financial advisors of the Corporation, that it is
desirable and in the best interests of the Corporation, its creditors, and other parties in interest
that a petition be filed by the Corporation seeking relief under the provisions of chapter 11 of
title 11 of the United States Code 15 days after delivery of a proper SB 901 Notice; and

BE IT FURTHER RESOLVED that any officer of the Corporation (each, an
“Authorized Officer”), acting singly or jointly, be, and each hereby is, authorized and

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empowered, with full power of delegation, to negotiate, execute, deliver, and file in the name and
on behalf of the Corporation, and under its seal or otherwise, all plans, petitions, schedules,
statements, motions, lists, applications, pleadings, papers, affidavits, declarations, orders, and
other documents in the United States Bankruptcy Court for the Northern District of California
(the “Bankruptcy Court”), and, in connection therewith, to take and perform any and all further
acts and deeds which such Authorized Officer deems necessary, appropriate, desirable, or
advisable in connection with the Corporation’s chapter 11 case (the “Chapter 11 Case”),
including, without limitation, (a) the payment of any fees, expenses, and taxes such Authorized
Officer deems necessary, appropriate, desirable, or advisable, and (b) negotiating, executing,
delivering, performing, and filing any and all additional documents, schedules, statements, lists,
papers, agreements, certificates, or instruments (or any amendments or modifications thereto) in
connection with, or in furtherance of, the Chapter 11 Case with a view to the successful
prosecution of the Chapter 11 Case (such acts to be conclusive evidence that such Authorized
Officer deemed the same to meet such standard); and

II. SB 901 Notice

BE IT FURTHER RESOLVED that the Board has determined, after consultation
with management and the legal advisors of the Corporation, and in an abundance of caution, that
applicable state law on its face purports to require the Corporation to provide proper SB 901
Notice to covered employees at least 15 days in advance of the commencement of the Chapter 11
Case; and

BE IT FURTHER RESOLVED that any Authorized Officer, acting singly or
jointly, be, and each hereby is, authorized and empowered, in the name and on behalf of the
Corporation, to (a) provide such SB 901 Notice, and (b) file with the U.S. Securities and
Exchange Commission a related Form 8-K Report, in each case substantially in the form
discussed with the Board, with such changes therein and additions thereto as any such
Authorized Officer, in his or her sole discretion, may deem necessary, appropriate, desirable, or
advisable; and

III. Debtor-in-Possession Financing

BE IT FURTHER RESOLVED that in connection with the Chapter 11 Case, the
Board has determined, after consultation with management and the legal and financial advisors
of the Corporation, that it is desirable and in the best interests of the Corporation, its creditors,

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and other parties in interest to obtain, and the Corporation will benefit under, a senior secured
superpriority debtor-in-possession credit facility in an aggregate principal amount of up to
$5.5 billion, consisting of a term loan and a revolving credit facility (including a letter of credit
sub-facility) (with the ability to incur additional incremental facilities or commitments up to an
amount to be agreed between any Authorized Officer and the applicable lenders in respect of
such facilities or commitments), to be evidenced by a Senior Secured Superpriority Debtor-in-
Possession Credit, Guaranty and Security Agreement (including any commitment letters and
term sheets related to such term loan or revolving credit facility, the “DIP Credit Agreement”), to
be entered into by and among Pacific Gas and Electric Company (as borrower), the Corporation
(as guarantor), an administrative agent (the “Administrative Agent”), and certain institutional
and other lenders (the “Lenders”), subject to approval by the Bankruptcy Court, which is
necessary, appropriate, desirable, or advisable to the conduct, promotion, and attainment of the
business of the Corporation (the “Debtor-in-Possession Financing”); and

BE IT FURTHER RESOLVED that the execution and delivery of the DIP Credit
Agreement and any DIP Financing Documents (as defined below) to which the Corporation is a
party, the consummation by the Corporation of the transactions contemplated thereunder,
including the borrowing and reborrowing of loans thereunder, the guarantee of the obligations
thereunder as provided in any DIP Financing Document, the grant of a security interest in and
liens upon any or all of the Corporation’s assets in favor of the secured parties (including the
authorization of financing statements and other security documentation in connection with liens),
and the execution, delivery, and performance of all other agreements, guarantees, letters
(including fee letters), instruments, documents, notices, or certificates constituting exhibits to the
DIP Credit Agreement or that may be necessary, appropriate, desirable, or advisable to be
executed or delivered pursuant to the DIP Credit Agreement or otherwise related thereto (each,
including the DIP Credit Agreement, a “DIP Financing Document” and collectively, the “DIP
Financing Documents”), the making of the representations and warranties and compliance with
the covenants thereunder, and the assumption of any obligations under and in respect of any of
the foregoing, are hereby authorized and approved in all respects, and that any Authorized
Officer, acting singly or jointly, be, and each hereby is, authorized and empowered, in the name
and on behalf of the Corporation, to execute and deliver the DIP Credit Agreement and any other
DIP Financing Document to which the Corporation is a party, with such changes therein and
additions thereto as any such Authorized Officer, in his or her sole discretion, may deem
necessary, appropriate, desirable, or advisable, the execution and delivery of the DIP Credit
Agreement and any such DIP Financing Document with any changes thereto by the relevant

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Authorized Officer to be conclusive evidence that such Authorized Officer deemed the same or
any such changes to meet such standard; and

BE IT FURTHER RESOLVED that (i) the form, terms, and provisions of (a) the
DIP Credit Agreement and (b) any and all of the other DIP Financing Documents, in each case
substantially on the terms discussed with the Board, (ii) the extensions of credit contemplated by
the DIP Credit Agreement and the other DIP Financing Documents, including the borrowing of
funds under the DIP Credit Agreement, the use of proceeds of such borrowings to, among other
things, provide liquidity for the Corporation throughout the Chapter 11 Case, and the issuance of
letters of credit to support the Corporation’s operations and financing activities throughout the
Chapter 11 Case, and (iii) the performance of obligations under the DIP Credit Agreement and
the other DIP Financing Documents, including the guarantees and the payment of all fees and
expenses contemplated thereunder, are in each case hereby, in all respects confirmed, ratified,
and approved; and

BE IT FURTHER RESOLVED that any Authorized Officer, acting singly or
jointly, be, and each hereby is, authorized and empowered, in the name and on behalf of the
Corporation, to cause the Corporation to negotiate and approve the terms, provisions, and
performance of, and to prepare, execute, and deliver the DIP Credit Agreement and any other
DIP Financing Document, in the name and on behalf of the Corporation under its corporate seal
or otherwise, and such other documents, agreements, instruments, and certificates as may be
required by the Administrative Agent thereunder or required by the DIP Credit Agreement or any
other DIP Financing Document; and

BE IT FURTHER RESOLVED that the Corporation be, and hereby is, authorized
to incur the obligations and to undertake any and all related transactions contemplated under the
DIP Credit Agreement and any other DIP Financing Document, including the borrowing and
reborrowing of loans, guaranteeing of obligations, granting of security thereunder, and the
pledging of collateral; and

BE IT FURTHER RESOLVED that any Authorized Officer, acting singly or
jointly, be, and each hereby is, authorized and empowered, in the name and on behalf of the
Corporation, to grant security interests in, and liens on, any and all property (including real
property) of the Corporation as collateral pursuant to the DIP Credit Agreement and any other
DIP Financing Document to secure all of the obligations and liabilities of the Corporation
thereunder to the Lenders and the Administrative Agent thereunder, and to authorize, execute,

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verify, file, or deliver to such Administrative Agent, on behalf of the Corporation, all
agreements, documents, and instruments required by such Administrative Agent or such Lenders
in connection with the foregoing; and

BE IT FURTHER RESOLVED that any Authorized Officer, acting singly or
jointly, be, and each hereby is, authorized and empowered, in the name and on behalf of the
Corporation, to take all such further actions, including, without limitation, to pay all fees and
expenses in accordance with the terms of the DIP Credit Agreement and any other DIP
Financing Document, which shall, in such Authorized Officer’s sole judgment, be necessary,
appropriate, desirable, or advisable to perform the Corporation’s obligations under or in
connection with the DIP Credit Agreement or any other DIP Financing Document and the
transactions contemplated therein and to carry out fully the intent of the foregoing paragraphs of
this resolution; and

BE IT FURTHER RESOLVED that any Authorized Officer, acting singly or
jointly, be, and each hereby is, authorized and empowered, in the name and on behalf of the
Corporation, to execute and deliver any amendments, supplements, modifications, renewals,
replacements, consolidations, substitutions, and extensions of the DIP Credit Agreement or any
of the DIP Financing Documents, subject to any required approval of the Bankruptcy Court,
which shall, in such Authorized Officer’s sole judgment, be necessary, appropriate, desirable, or
advisable (such acts to be conclusive evidence that such Authorized Officer deemed the same to
meet such standard); and

IV. Retention of Advisors

BE IT FURTHER RESOLVED that, in connection with the Corporation’s
Chapter 11 Case, any Authorized Officer, acting singly or jointly, be, and each hereby is,
authorized and empowered, with full power of delegation, in the name and on behalf of the
Corporation and the Board, to employ and retain all assistance, in the name and on behalf of the
Corporation and the Board, by legal counsel, accountants, financial advisors, investment bankers,
and other professionals that such Authorized Officer deems necessary, appropriate, desirable, or
advisable in connection with such employment and retention of professionals, with the view to
the successful prosecution of the Chapter 11 Case (such acts to be conclusive evidence that such
Authorized Officer deemed the same to meet such standard); and

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V. General Authorization and Ratification

BE IT FURTHER RESOLVED that any Authorized Officer, acting singly or
jointly, be, and each hereby is, authorized and empowered, in the name and on behalf of the
Corporation, to cause the Corporation to enter into, execute, deliver, certify, file or record, and
perform, such agreements, instruments, motions, affidavits, rulings of governmental or
regulatory authorities, certificates, or other documents, and to take such other actions that in the
judgment of the Authorized Officer shall be or become necessary, appropriate, desirable, or
advisable in connection with the Chapter 11 Case; and

BE IT FURTHER RESOLVED that any and all past actions heretofore taken by
any Authorized Officer in the name and on behalf of the Corporation in furtherance of any or all
of the preceding paragraphs of this resolution be, and the same hereby are, ratified, confirmed,
and approved in all respects; and

VI. Designation of Responsible Individual

BE IT FURTHER RESOLVED that Jason P. Wells is designated and authorized
to act as the “Responsible Individual” for the Corporation as may be required by the Bankruptcy
Local Rules for the Northern District of California.

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Document Created: 2019-01-29 00:12:40
Document Modified: 2019-01-29 00:12:40

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