Washington, D.C. 20549
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2
of this chapter).
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
Item 1.01 Entry into a Material Definitive Agreement.
On February 2, 2021, Pacific Gas and Electric Company (the
“Utility”), a subsidiary of PG&E Corporation, entered into a
Master Transaction Agreement (the “Transaction Agreement”) with a
subsidiary of SBA Communications Corporation (such subsidiary,
“SBA”), pursuant to which, subject to the satisfaction or waiver of
certain conditions, the Utility will grant to SBA an exclusive
license enabling SBA to sublicense and market wireless
communications equipment attachment locations (“Cell Sites”) on
more than 700 of the Utility’s electric transmission towers,
telecommunications towers, monopoles, buildings or other structures
(collectively, the “Effective Date Towers”) to wireless
telecommunication carriers (“Carriers”) for attachment of wireless
communications equipment. The Utility will also assign to SBA
license agreements between the Utility and Carriers for the
existing Cell Sites on the Effective Date Towers.
The Transaction Agreement provides that, at the closing of the
transaction, SBA will pay the Utility a purchase price of
approximately $973 million, subject to customary adjustments, and
the Utility and SBA will enter into a Master Multi-Site License
Agreement (the “License Agreement”), which will provide the terms
and conditions upon which SBA will sublicense and market the Cell
Sites on the Effective Date Towers to Carriers.
The term of the License Agreement will be for 100 years following
the closing of the transaction. The Utility will have the
right to terminate the license for individual Cell Sites for
certain regulatory or utility operational reasons, with a
corresponding payment to SBA.
Pursuant to the License Agreement, SBA will be entitled to the
sublicensing revenue generated by new sublicenses of Cell Sites on
the Effective Date Towers after the closing of the transaction,
subject to the Utility’s right to a percentage of such sublicensing
revenue.
In addition, at the closing of the transaction, the Utility and SBA
will enter into a Master Transmission Tower Site License Agreement
(the “Tower Site Agreement”), pursuant to which SBA will have the
exclusive rights to sublicense and market potential additional
attachment locations on approximately 28,000 of the Utility’s other
electric transmission towers to Carriers for attachment of wireless
communications equipment. The Tower Site Agreement will
provide for a split of license fees from Carriers between the
Utility and SBA. The Tower Site Agreement will have a
licensing period of up to 15 years, depending on SBA’s achievement
of certain performance metrics, and any sites licensed during such
licensing period will continue to be subject to the Tower Site
Agreement for the same term as the License Agreement.
The consummation of the transaction is subject to customary
conditions, including the absence of certain legal impediments and
restraints, the accuracy of the parties’ representations and
warranties, and the absence of a material adverse effect with
respect to the Cell Sites and related sublicensing revenue.
The closing will occur after the satisfaction of the applicable
closing conditions.
Subject to certain limitations, the Utility or SBA may terminate
the Transaction Agreement if the closing is not consummated by June
30, 2021.
The above description of the Transaction Agreement does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Transaction Agreement, a copy of which will be
filed as an exhibit to PG&E Corporation and the Utility’s
joint’s Annual Report on Form 10-K for the year ended December 31,
2020. The representations and warranties contained in the
Transaction Agreement were made only for the purposes of the
Transaction Agreement as of specific dates, are solely for the
benefit of the parties, and may have been qualified by certain
disclosures between the parties and a contractual standard of
materiality different from those generally applicable to investors
or shareholders, among other limitations. The representations
and warranties were made for the purpose of allocating contractual
risk between the parties to the Transaction Agreement and should
not be relied upon as a disclosure of factual information relating
to the Utility or the Cell Sites. Moreover, information
concerning the subject matter of the representations, warranties
and covenants may change after the date of the Transaction
Agreement, and subsequent information may or may not be fully
reflected in public disclosures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on
their behalf by the undersigned thereunto duly authorized.
