Item 1.01. Entry into a Material Definitive Agreement.
On April 30, 2021, PG&E Corporation entered into an Equity Distribution Agreement (“Equity Distribution Agreement”) with Barclays Capital Inc., BofA
Securities, Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as sales agents and as forward sellers (in such capacities as applicable, the “Agents” and the “Forward Sellers”, respectively), and Barclays Bank PLC, Bank of
America, N.A., Credit Suisse Capital LLC and Wells Fargo Bank, National Association, as forward purchasers (the “Forward Purchasers”), establishing an at the market equity distribution program, pursuant to which PG&E Corporation, through the
Agents, may offer and sell from time to time shares of PG&E Corporation’s common stock, no par value, having an aggregate gross sales price of up to $400,000,000. PG&E Corporation has no obligation to offer or sell any common stock under the
Equity Distribution Agreement and may at any time suspend offers under the Equity Distribution Agreement.
The Equity Distribution Agreement provides that, in addition to the issuance and sale of shares of common stock by PG&E Corporation to or through the
Agents, PG&E Corporation may enter into forward sale agreements pursuant to master forward confirmations to be entered into between the Corporation and the relevant Forward Purchaser, a form of which is attached to the Equity Distribution
Agreement as Exhibit D thereto (each, a “Master Forward Confirmation”), and related supplemental confirmations to be entered into between PG&E Corporation and the relevant Forward Purchaser pursuant thereto (collectively, the “Forward Sale
Agreement”). In connection with any Forward Sale Agreement, the relevant Forward Purchaser will borrow shares from third parties and, through its affiliated Forward Seller, offer a number of shares of common stock equal to the number of shares of
common stock underlying the particular Forward Sale Agreement.
In no event will the aggregate number of shares of common stock sold through the Agents or the Forward Sellers under the Equity Distribution Agreement and
under any Forward Sale Agreement have an aggregate gross sales price in excess of $400,000,000.
Each Sales Agent will receive from a commission at a mutually agreed rate of up to 1.00% of the gross offering proceeds for any shares of common stock sold
through it as Sales Agent under the Equity Distribution Agreement with us. The remaining sales proceeds, after deducting transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or self-regulatory organization
in connection with the sales, will equal the net proceeds for the sale of such shares.
In connection with each Forward Sale Agreement, we will pay the relevant Forward Seller, in the form of a reduced initial forward sale price payable by such
Forward Purchaser under the related Forward Sale Agreement, commissions of up to 1.00% of the volume weighted average of the gross sales prices of all borrowed shares of common stock sold by it as a Forward Seller during the applicable period of
trading days.
The forward sale price per share under each Forward Sale Agreement will initially equal the product of (1) an amount equal to one minus the applicable
forward selling commission and (2) the volume-weighted average price per share at which the borrowed shares of common stock were sold pursuant to the Equity Distribution Agreement by the relevant Forward Seller. Thereafter, the forward sale price
will be subject to adjustment as described in the Forward Sale Agreement. Any Forward Sale Agreement will provide that the forward sale price, as well as the sales prices used to calculate the initial forward sale price, will be subject to increase
or decrease based on a floating interest rate factor equal to the overnight bank funding rate, less a spread, and subject to decrease by amounts related to expected dividends on the common stock during the term of the particular Forward Sale
Agreement. If the overnight bank funding rate is less than the spread for the particular Forward Sale Agreement on any day, the interest factor will result in a daily reduction of the forward sale price.
PG&E Corporation will not initially receive any proceeds from the sale of borrowed shares of common stock by a Forward Seller. PG&E Corporation will
receive proceeds upon future physical settlement of the relevant Forward Sale Agreement on dates specified by PG&E Corporation on or prior to the maturity date of the relevant Forward Sale Agreement. If PG&E Corporation elects to physically
settle any Forward Sale Agreement by issuing and delivering shares of common stock, it will receive an amount of cash from the relevant Forward Purchaser equal to the product of the forward sale price per share under such Forward Sale Agreement and
the number of shares of common stock underlying such Forward Sale Agreement subject to physical settlement.
Although PG&E Corporation expects to settle any Forward Sale Agreement with a full physical settlement, it may, except in limited circumstances, elect a
cash or net share settlement for all or a portion of its obligations under such Forward Sale Agreement. If PG&E Corporation elects to cash settle or net share settle a Forward Sale Agreement, PG&E Corporation may not (in the case of cash
settlement) or will not (in the case of net share settlement) receive any proceeds, and PG&E Corporation may owe cash (in the case of cash settlement) or shares of common stock (in the case of net share settlement) to the relevant Forward
Purchaser.
PG&E Corporation intends to use the net proceeds from any sales of shares of common stock pursuant to the Equity Distribution Agreement and the net
proceeds, if any, from the settlement of any Forward Sale Agreement for general corporate purposes, including equity contributions to Pacific Gas and Electric Company (the “Utility”).
Sales of shares of common stock, if any, may be made by any method or payment permitted by
law to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of
sale or at prices related to the prevailing market prices or at negotiated prices, in block transactions, or as otherwise agreed with the applicable Sales Agent pursuant to an
amended and restated Equity Distribution Agreement. Any shares of common stock offered under the at the market equity distribution program will be offered pursuant to PG&E Corporation’s Registration Statement on Form S-3ASR (No. 333‑253630-01) (the “Registration Statement”), which initially became effective on February 26, 2021.
PG&E Corporation, any Sales Agent or any Forward Purchaser may at any time suspend an offering of Shares pursuant to the terms of the Equity
Distribution Agreement upon proper notice to the other.
The foregoing descriptions of the Equity Distribution Agreement and the Master Forward Confirmations do not purport to be complete and are qualified in
their entirety by reference to the Equity Distribution Agreement, which is filed as Exhibit 1.1 hereto, including the form of Master Forward Confirmation attached as Exhibit D thereto, which is incorporated herein by reference. For further
information concerning the equity distribution program, refer to the exhibits attached to this report.
The Sales Agents, Forward Sellers Forward Purchasers and their respective affiliates have in the past performed commercial banking, investment banking and advisory services
for PG&E Corporation from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for PG&E Corporation in the ordinary course of their
business for which they may receive customary fees and reimbursement of expenses.