Item 1.01. Entry into a Material Definitive
Agreement
On April 16, 2018, PG&E Corporation
(the “Company”) obtained a $350 million unsecured term loan (the “Term Loan”) under a loan agreement (the
“Term Loan Agreement”) with Mizuho Bank, Ltd. (“Mizuho”), Royal Bank of Canada and Sumitomo Mitsui Banking
Corporation, as lenders (in such capacity, “Lenders”), joint lead arrangers and joint bookrunners and Mizuho, as administrative
agent (in such capacity, the “Administrative Agent”). The Company plans to use the loan proceeds for general corporate
purposes, including repaying a portion of the Company’s outstanding debt.
The Term Loan matures on April 16, 2020,
unless extended by the Company pursuant to the terms of the Term Loan Agreement. The Term Loan will bear interest based, at the
Company’s election, on (1) LIBOR plus an applicable margin or (2) ABR plus an applicable margin. ABR will equal the highest
of the following: the Administrative Agent’s announced base rate, 0.5% above the overnight federal funds rate, and the one-month
LIBOR plus an applicable margin. The applicable margin for LIBOR loans and ABR loans is based upon the rating then in effect by
Moody’s Investors Service, Inc. (“Moody’s”) and/or S&P Global Ratings, a division of S&P Global
Inc. (“S&P”) of the Company’s senior unsecured, non credit-enhanced debt (so long as either Moody’s
or S&P assigns such a rating). In the event neither Moody’s nor S&P assigns such a rating, the applicable margin
for LIBOR loans and ABR loans will be the rating that is one numeric level below the rating assigned by Moody’s and/or S&P
to the long-term senior unsecured non-credit enhanced debt rating of Pacific Gas and Electric Company (the “Utility”),
subject to certain exceptions as provided in the Term Loan Agreement.
The Term Loan Agreement includes usual
and customary covenants for loan agreements of this type, including covenants limiting: (1) liens, (2) mergers, (3) sales of all
or substantially all of the Company’s assets, and (4) other fundamental changes. In addition, the Term Loan Agreement requires
that the Company maintain a ratio of total consolidated debt to total consolidated capitalization of not more than 0.65 to 1.00
as of the end of each fiscal quarter and that the Company maintain ownership, either directly or indirectly, through one or more
subsidiaries, of at least 80% of the outstanding common stock of the Utility and at least 70% of the outstanding voting stock of
the Utility.
In the event of a default by the Company
under the Term Loan Agreement, including cross-defaults relating to specified other debt of the Company or any of its significant
subsidiaries in excess of $200 million, the Administrative Agent may, with the consent of the required Lenders (or upon the request
of the required Lenders, shall), declare the amounts outstanding under the Term Loan Agreement, including all accrued interest,
payable immediately. For events of default relating to insolvency, bankruptcy or receivership, the amounts outstanding under the
Term Loan Agreement become payable immediately.
The foregoing description of the Term Loan
Agreement is qualified in its entirety by reference to the full text of the Term Loan Agreement, which is attached as Exhibit 10.1
hereto and incorporated by reference herein.
The Lenders and/or their affiliates have
in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory
services to the Company. The Lenders have received, and may in the future receive, customary compensation from the Company for
such services.