CUSIP No. 69331C108
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3
of 6 Pages
Explanatory Note
This Amendment No. 8 amends the statement on Schedule 13D filed with the Securities and Exchange Commission by Knighthead Capital
Management, LLC (the Reporting Person) on August 7, 2019, as amended (the Original Schedule 13D), with respect to common stock of PG&E Corporation (the Company). Capitalized terms used but not defined in
this Amendment No. 8 have the meanings set forth in the Original Schedule 13D.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended and restated as follows:
A total of $ 197,251,488.94 was paid to acquire the Shares reported in this Schedule 13D, excluding brokerage commissions.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended by adding the following two paragraphs:
On January 22, 2020, the Reporting Person, solely on behalf of certain funds and accounts it manages and/or advises, entered into a
Restructuring Support Agreement (the RSA) with the Company, Pacific Gas and Electric Company (the Utility, and together with the Company, the Debtors), certain funds and accounts managed or advised by the Other
Shareholder and those holders of senior unsecured debt of the Utility that are identified as Consenting Noteholders therein, setting forth the terms by which, among other things, the Reporting Person, the Other Shareholder and the
Consenting Noteholders agreed to support the Amended Plan (as defined therein). Any holder of Utility Senior Note Claims or Utility Funded Debt (each as defined therein) can become a party to the RSA by executing the joinder attached to the RSA. A
copy of the RSA is filed as Exhibit 99.1 hereto.
The Debtors, certain funds and accounts managed or advised by the Reporting Person and
certain funds and accounts managed or advised by the Other Shareholder have separately agreed with certain of the Consenting Noteholders that, among other things, these Consenting Noteholders and certain of their representatives will not have any
communications regarding the Amended Plan, any changes to the Amended Plan, or any alternative plan of reorganization or other strategic transaction related to the Debtors, with certain external stakeholders of the Debtors, including certain
claimholders, government officials and certain of their representatives.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended to include the following information, which supersedes the information provided in the Original Schedule 13D:
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(a)
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As of the close of business on January 22, 2020, the Reporting Person and each of the Controlling Persons,
solely on behalf of the Knighthead Funds, beneficially owned 14,883,521 Shares.
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Percentage: 2.81%
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(b)
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(1) Sole power to vote or direct vote: 0
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(2)
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Shared power to vote or direct vote: 14,883,521
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(3)
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Sole power to dispose or direct the disposition: 0
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(4)
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Shared power to dispose or direct the disposition: 14,883,521
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(c)
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Transactions in the Shares by the Reporting Person and each of the Controlling Persons during the past 60 days
are set forth in Schedule A and are incorporated herein by reference.
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(d)
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Other persons are known to have the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares beneficially owned by the Reporting Person. The Knighthead Funds are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of, more than five percent of the
Shares reported herein.
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