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of 56
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. 

SUCH A SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE 

BANKRUPTCY COURT OF A DISCLOSURE STATEMENT PURSUANT TO SECTION 

1125 OF THE BANKRUPTCY CODE

In re PG&E Corporation and Pacific Gas and Electric Company

Term Sheet for Plan of Reorganization

July 16August 7, 2019

This term sheet (the “Term Sheet”) is proposed by the Ad Hoc Committee of Senior 

Unsecured Noteholders of Pacific Gas and Electric Company (the “Ad Hoc Committee”) and 

sets forth certain of the principal terms and conditions for the proposed reorganization (the 

“Reorganization”) of PG&E Corporation and Pacific Gas and Electric Company, each of which 

commenced cases (the “Chapter 11 Cases”) 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 “Bankruptcy Court”) on January 29, 2019 (the “Petition Date”). The 

Reorganization contemplated herein shall be implemented pursuant to a proposed joint 

chapter 11 plan of reorganization (the “Plan”). 

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE 

CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A 

SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING 

UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, ONLY WILL BE MADE IN 

COMPLIANCE WITH APPLICABLE PROVISIONS OF ALL APPLICABLE LAW. 

THIS TERM SHEET DOES NOT ADDRESS ALL TERMS THAT WOULD BE 

REQUIRED IN CONNECTION WITH ANY POTENTIAL TRANSACTIONS 

REFERENCED HEREIN, AND THE ENTRY INTO OR THE CREATION OF ANY 

BINDING AGREEMENT IS SUBJECT TO THE EXECUTION OF DEFINITIVE 

DOCUMENTATION IN FORM AND SUBSTANCE CONSISTENT WITH THIS TERM 

SHEET AND OTHERWISE ACCEPTABLE TO THE AD HOC COMMITTEE AND/OR 

THE PG&E CORP. NEW MONEY COMMITMENT GROUP (AS DEFINED HEREIN). 

THIS TERM SHEET IS BASED SOLELY ON PUBLICLY AVAILABLE 

INFORMATION. 

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 22

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A 

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A 

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

2

PLAN OVERVIEW1

Debtors PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the 

“Utility” and together with PG&E Corp., the “Debtors”). Following the 

occurrence of the effective date of the Plan (the “Effective Date”), PG&E Corp. 

and the Utility will be referred to herein as “Reorganized PG&E Corp.” and the 

“Reorganized Utility,” respectively, and collectively as the “Reorganized 

Debtors.”

Transaction 

Overview 

As set forth in greater detail herein, the Plan shall provide for: 

 Up to $31.0 billion2 in new money investments in exchange for common 

stock of Reorganized PG&E Corp., new debt of Reorganized PG&E Corp. 

and new debt of the Reorganized Utility, in each case as described herein;

 The proceeds of the new money investments shall be used to (a) pay in full 

outstanding DIP Financing Facility Claims (as defined below), (b) pay in 

full all Utility bond, term loan and revolving debt maturing prior to 

December 31, 2022,3 (c) fund the creation of a trust (the “Wildfire Claims 

Trust”) for the purpose paying wildfire claims related to those Northern 

California wildfires listed in Schedule 1 attached hereto, not to exceed the 

sum of $16 billion,4 in the manner provided below and (d) fund the 

Debtors’ contribution of $5.0 billion, which amount consists of both the 

Debtors’ initial and first annual contributions, to the long-term California 

statewide wildfire fund created for purposes of paying future utility-related 

wildfires in California (the “Wildfire Fund”);

 Distributions of Long-Term Utility Replacement Notes (as defined below) 

to holders of the Utility notes maturing on January 1, 2023 or later; and

 Payment of all trade claims in the ordinary course of business and 

assumption and/or continuation of pension-related obligations.

PLAN TREATMENT OF PG&E CORP. AND UTILITY CLAIMS

Unclassified Claims

Claim Treatment

DIP Financing 

Facility Claims

Each holder of a claim under the Senior Secured Superpriority Debtor-in-Possession 

Credit, Guaranty and Security Agreement, dated as of February 1, 2019 (the “DIP 

1 This document is based on publicly available information regarding the Debtors as of June 25, 2019. Certain of 

the terms for the Plan included herein are subject to change depending upon the Debtors’ financial performance 

over the remainder of the Chapter 11 Cases including, but not limited, to its cash generation and borrowings under 

the DIP Financing Facility. 2 Assuming full upward adjustment based upon outcome of estimation proceeding as described in footnote 4 below. 

3 Includes the Utility Unsecured Revolving Credit Facility Claims, Utility Unsecured Term Loan Claims, ShortTerm Utility Unsecured Notes Claims, each as defined below. 4 Subject to upward adjustment of up to 15% based upon outcome of estimation proceeding.

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 23

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A 

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A 

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

3

Financing Facility,” and the claims arising thereunder, the “DIP Financing Facility 

Claims”) shall receive, in full and final satisfaction, compromise, settlement, 

release, and discharge of such DIP Financing Facility Claim, payment in full in cash 

on the Effective Date.

Administrative 

Expense 

Claims

Each holder of an allowed administrative expense claim against the Debtors under 

section 507(a)(2) of the Bankruptcy Code (other than DIP Financing Facility 

Claims) (the “Administrative Expense Claims”) shall receive, in full and final 

satisfaction, compromise, settlement, release, and discharge of such allowed 

Administrative Expense Claim, cash equal to the allowed amount of such 

Administrative Expense Claim on the later of (i) the Effective Date or as soon 

thereafter as is reasonably practicable, and (ii) the date such Administrative 

Expense Claim becomes an allowed Administrative Expense Claim or as soon 

thereafter as is reasonably practicable. 

Priority Tax 

Claims

Each holder of an allowed claim of a governmental unit (as defined in section 

101(27) of the Bankruptcy Code) of the type specified in section 507(a)(8) of the 

Bankruptcy Code against any Debtor (the “Priority Tax Claims”) shall receive, in 

full and final satisfaction, compromise, settlement, release, and discharge of such 

allowed Priority Tax Claim, (a) cash equal to the amount of such allowed Priority 

Tax Claim on the later of (i) the Effective Date or as soon thereafter as is reasonably 

practicable and (ii) the date such Priority Tax Claim becomes an allowed Priority 

Tax Claim or as soon thereafter as is reasonably practicable, or (b) such other 

treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy 

Code.

PG&E Corp. Claims

Claim Classification/Treatment/Voting Estimated 

Allowed 

Claims

Estimated 

% 

Recovery

Class 1A: 

Other PG&E 

Corp. Priority 

Claims

Classification: Holders of allowed claims against 

PG&E Corp. entitled to priority under section 

507(a) of the Bankruptcy Code (other than DIP 

Financing Facility Claims, Administrative Expense 

Claims and Priority Tax Claims) (the “Other PG&E 

Corp. Priority Claims”).

Treatment: Each holder of an allowed Other PG&E 

Corp. Priority Claim against PG&E Corp. shall 

receive, in full and final satisfaction, compromise, 

settlement, release, and discharge of such allowed 

Other PG&E Corp. Priority Claim, (i) cash in an 

amount equal to such allowed claim on the Effective 

Date or as soon thereafter as is reasonably practicable, 

or (ii) such other treatment consistent with the 

provisions of section 1129(a)(9) of the Bankruptcy 

Code. 

[TBD] 100%

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of 56
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A 

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A 

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

4

Voting: Unimpaired – deemed to accept.

Class 2A: 

Other PG&E 

Corp. Secured 

Claims

Classification: Holders of claims (other than DIP 

Financing Facility Claims) (the “Other PG&E Corp. 

Secured Claims”) that are secured by valid, perfected 

and enforceable liens on property in which PG&E 

Corp. has an interest or that are subject to setoff 

pursuant to section 553 of the Bankruptcy Code.

Treatment: Each holder of an allowed Other PG&E 

Corp. Secured Claim shall receive, in full and final 

satisfaction, compromise, settlement, release, and 

discharge of such allowed Other PG&E Corp. 

Secured Claim, (i) retention of its Other PG&E Corp. 

Secured Claim and any properly perfected and valid 

liens; (ii) payment in full in cash, including the 

payment of any interest allowed and payable under 

section 506(b) of the Bankruptcy Code, on the 

Effective Date or as soon thereafter as is reasonably 

practicable, or (iii) treatment of such allowed Other 

PG&E Corp. Secured Claim in any other manner that 

renders the claim unimpaired, including reinstatement 

under section 1124(2) of the Bankruptcy Code.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 3A: 

PG&E Corp. 

Unsecured 

Revolving 

Credit Facility 

Claims

Classification: Holders of claims arising under the 

Second Amended and Restated Credit Agreement, 

dated as of April 27, 2015, by and between PG&E 

Corp. and Citibank, N.A., as administrative agent (the 

“PG&E Corp. Unsecured Revolving Credit 

Agreement”), in the aggregate principal amount of up 

to $300 million (the “PG&E Corp. Unsecured 

Revolving Credit Facility Claims”).

Treatment: On the Effective Date or as soon 

thereafter as is reasonably practicable, each holder of 

an allowed PG&E Corp. Unsecured Revolving Credit 

Facility Claim shall receive, in full and final 

satisfaction, compromise, settlement, release, and 

discharge of such allowed PG&E Corp. Unsecured 

Revolving Credit Facility Claim, cash in an amount 

equal to (i) the outstanding principal and accrued and 

unpaid interest as of the Petition Date under the 

PG&E Corp. Unsecured Credit Agreement and (ii) 

accrued and unpaid interest from the Petition Date 

through the Effective Date at the contract rate.

Voting: Unimpaired – deemed to accept.

Appx. $300 

million

100%

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 25

of 56
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A 

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A 

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

5

Class 4A: 

PG&E Corp. 

Unsecured 

Term Loan 

Claims

Classification: Holders of claims arising under the 

Term Loan Agreement, dated as of April 16, 2018, by 

and between PG&E Corp. and Mizuho Bank, Ltd., as 

administrative agent (the “PG&E Corp. Unsecured 

Term Loan Credit Agreement”), in the aggregate 

principal amount of $350 million (the “PG&E Corp. 

Unsecured Term Loan Claims”).

Treatment: On the Effective Date or as soon 

thereafter as is reasonably practicable, each holder of 

an allowed PG&E Corp. Unsecured Term Loan Claim 

shall receive, in full and final satisfaction, 

compromise, settlement, release, and discharge of 

such allowed PG&E Corp. Unsecured Term Loan 

Claim, cash in an amount equal to (i) the outstanding 

principal and accrued and unpaid interest as of the 

Petition Date under the PG&E Corp. Unsecured Term 

Loan Credit Agreement and (ii) accrued and unpaid 

interest from the Petition Date through the Effective 

Date at the contract rate.

Voting: Unimpaired – deemed to accept.

Appx. $350 

million

100%

Class 5A: 

PG&E Corp. 

General 

Unsecured 

Claims

Classification: Holders of general unsecured claims 

(other than Other PG&E Corp. Priority Claims, PG&E 

Corp. Unsecured Revolving Credit Facility Claims 

and PG&E Corp. Unsecured Term Loan Claims) 

against PG&E Corp. (the “PG&E Corp. General 

Unsecured Claims”) 

Treatment: Each holder of an allowed PG&E Corp. 

General Unsecured Claim shall receive, in full and 

final satisfaction, compromise, settlement, release, and 

discharge of such allowed PG&E Corp. General 

Unsecured Claim, cash in an amount equal to the 

allowed PG&E Corp. General Unsecured Claim, 

together with accrued and unpaid interest from the 

Petition Date through the Effective Date at the 

applicable contract rate or, in the absence of a contract 

rate, the Federal Judgement Rate, on the earlier of (i) 

the Effective Date or as soon thereafter as is 

reasonably practicable or (ii) as soon as reasonably 

practicable following the date such PG&E Corp. 

General Unsecured Claim becomes an allowed PG&E 

Corp. General Unsecured Claim.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

6

Class 6A: 

PG&E Corp. 

Intercompany 

Claims 

Classification: Claims held by the Utility or any nonDebtor affiliate of PG&E Corp. against PG&E Corp. 

(the “PG&E Corp. Intercompany Claims”).

Treament: All allowed PG&E Corp. Intercompany 

Claims, if any, shall be reinstated, compromised or 

cancelled at the election of the Debtors (with the 

consent of the Ad Hoc Committee, not to be 

unreasonably withheld), such that the PG&E Corp. 

Intercompany Claims are treated in a tax-efficient 

manner.

Voting: Unimpaired – not entitled to vote.

[TBD] 100%

Class 7A: 

PG&E Corp. 

Preferred 

Interests

Classification: Holders of outstanding preferred 

interests in PG&E Corp. (the “PG&E Corp. 

Preferred Interests”).

Treatment: Holders of allowed PG&E Corp. Preferred 

Interests shall retain ownership of all PG&E Preferred 

Interests in Reorganized PG&E Corp. (including any 

associated liquidation preference).

Voting: Unimpaired – not entitled to vote.

N/A 100%

Class 8A: 

PG&E Corp. 

Common 

Interests

Classification: Holders of outstanding common 

interests in PG&E Corp. (the “PG&E Corp. 

Common Interests”)

Treatment: Holders of allowed PG&E Corp. Common 

Interests shall retain ownership of all PG&E Corp. 

Common Interests in Reorganized PG&E Corp. (the 

“Reorganized PG&E Corp. Common Stock”), 

subject to dilution on account of the Reorganized 

PG&E Corp. Common Stock issued pursuant to the 

New Money Reorganized PG&E Corp. Common 

Stock Issuance.

Voting: Impaired – entitled to vote.

Each holder of a PG&E Corp. Common Interest shall 

have the opportunity to commit for its pro rata share 

of 5% of the PG&E Corp. New Money Investment (as 

defined herein).

N/A [TBD]%

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

7

Utility Claims

Claim Classification/Treatment/Voting Estimated 

Allowed 

Claims

Estimated 

% 

Recovery

Class 1B: 

Other Utility 

Priority Claims

Classification: Holders of allowed claims against the 

Utility entitled to priority under section 507(a) of the 

Bankruptcy Code (other than DIP Financing Facility 

Claims, Administrative Expense Claims and Priority 

Tax Claims) (the “Other Utility Priority Claims”).

Treatment: Each holder of an allowed Other Utility 

Priority Claim shall receive, in full and final 

satisfaction, compromise, settlement, release, and 

discharge of such allowed Other Utility Priority 

Claim, (i) cash in an amount equal to such allowed 

Other Utility Priority Claim on the Effective Date or 

as soon as practicable thereafter, or (ii) such other 

treatment consistent with the provisions of section 

1129(a)(9) of the Bankruptcy Code. 

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 2B: 

Other Utility 

Secured Claims

Classification: Holders of claims (other than DIP 

Financing Facility Claims) that are secured by valid, 

perfected and enforceable liens on property in which 

the Utility has an interest or that are subject to setoff 

pursuant to section 553 of the Bankruptcy Code (the 

“Other Utility Secured Claims”).

Treatment: Each holder of an allowed Other Utility 

Secured Claim shall receive, in full and final 

satisfaction, compromise, settlement, release, and 

discharge of such allowed Other Utility Secured 

Claim, (i) retention of its Other Utility Secured Claim 

and any properly perfected and valid liens, 

(ii) payment in full in cash, including the payment of 

any interest allowed and payable under section 506(b) 

of the Bankruptcy Code, on the Effective Date or as 

soon thereafter as is reasonably practicable, or (iii) 

treatment of such allowed Other Utility Secured 

Claim in any other manner that renders the Other 

Utility Secured Claim unimpaired, including 

reinstatement under section 1124(2) of the 

Bankruptcy Code.

Voting: Unimpaired – deemed to accept. 

[TBD] 100%

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8

Class 3B: 

Utility 

Unsecured 

Revolving 

Credit Facility 

Claims

Classification: Holders of claims arising under the 

Second Amended and Restated Credit Agreement, 

dated as of April 27, 2015, by and between the Utility 

and Citibank, N.A., as administrative agent (the 

“Utility Unsecured Revolving Credit Agreement”), 

in the aggregate principal amount of up to $3 billion 

(the “Utility Unsecured Revolving Credit Facility 

Claims”).

Treatment: On the Effective Date or as soon 

thereafter as is reasonably practicable, each holder of 

an allowed Utility Unsecured Revolving Credit 

Facility Claim shall receive, in full and final 

satisfaction, compromise, settlement, release, and 

discharge of such allowed Utility Unsecured 

Revolving Credit Facility Claim, cash in an amount 

equal to (i) the outstanding principal and accrued and 

unpaid interest as of the Petition Date under the Utility 

Unsecured Revolving Credit Agreement and (ii) 

accrued and unpaid interest from the Petition Date 

through the Effective Date at the contract rate.

Voting: Unimpaired – deemed to accept.

Appx. 

$2.885 

billion

100%

Class 4B: 

Utility 

Unsecured 

Term Loan 

Claims

Classification: Holders of claims arising under the 

Term Loan Agreement, dated as of February 23, 2018, 

by and between the Utility and The Bank of TokyoMitsubishi UFJ, Ltd., as administrative agent (the 

“Utility Unsecured Term Loan Agreement”), in the 

aggregate principal amount of $250 million (the 

“Utility Unsecured Term Loan Claims”).

Treatment: On the Effective Date or as soon 

thereafter as is reasonably practicable, each holder of 

an allowed Utility Unsecured Term Loan Claim shall 

receive, in full and final satisfaction, compromise, 

settlement, release, and discharge of such allowed 

Utility Unsecured Term Loan Claim, cash in an 

amount equal to (i) the outstanding principal and 

accrued and unpaid interest as of the Petition Date 

under the Utility Unsecured Term Loan Agreement 

and (ii) accrued and unpaid interest from the Petition 

Date through the Effective Date at the contract rate.

Voting: Unimpaired – deemed to accept.

Appx. $250 

million

100%

Class 5B: Classification: Holders of claims arising under the 

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9

Short-Term 

Utility 

Unsecured 

Notes Claims

notes (or the applicable indenture relating thereto) (the 

“Short-Term Utility Unsecured Notes” and the 

indentures, the “Short-Term Utility Unsecured 

Notes Indentures”) maturing on or before December 

1, 2022 (the “Short-Term Utility Unsecured Notes 

Claims”), identified in Schedule 2 hereto.5

Treatment: On the Effective Date or as soon 

thereafter as is reasonably practicable, each holder of 

an allowed Short-Term Utility Unsecured Notes 

Claim shall receive, in full and final satisfaction, 

compromise, settlement, release, and discharge of 

such allowed Short-Term Utility Unsecured Notes 

Claim, cash in an amount equal to the sum of (i) 

outstanding principal and accrued and unpaid interest 

as of the Petition Date at the contract rate under the 

applicable Short-Term Utility Unsecured Notes or 

Short-Term Utility Unsecured Notes Indentures, (ii) 

accrued and unpaid interest from the Petition Date 

through the Effective Date at the contract rate under 

the applicable Short-Term Utility Unsecured Notes or 

Short-Term Utility Unsecured Notes Indentures and 

(iii) any prepayment premium, makewhole or other 

similar call protection under the applicable ShortTerm Utility Unsecured Notes or Short-Term Utility 

Unsecured Notes Indentures.

Voting: Unimpaired – not entitled to vote.

Appx. $1.75 

billion

100%

Class 6B: 

Long-Term 

Utility 

Unsecured 

Notes Claims

Classification: Holders of claims arising under any 

notes (or the applicable indenture relating thereto) (the 

“Long-Term Utility Unsecured Notes” and the 

indentures, the “Long-Term Utility Unsecured 

Notes Indentures”) maturing on or after January 1, 

2023 (the “Long-Term Utility Unsecured Notes 

Claims”), identified in Schedule 3 hereto.6

Treatment: On the Effective Date or as soon 

thereafter as is reasonably practicable, each holder of 

an allowed Long-Term Utility Unsecured Notes Claim 

shall receive, in full and final satisfaction, 

compromise, settlement, release, and discharge of 

such allowed Long-Term Utility Unsecured Notes 

Claim, (i) cash in an amount equal to (a) accrued and 

unpaid interest as of the Petition Date at the contract 

Appx. $15.8 

billion

98-99%

5 If required, the Plan will provide subclasses for claims arising from each separate issuance of the Short-Term 

Utility Unsecured Notes. 6 If required, the Plan will provide subclasses for claims arising from each separate issuance of the Long-Term 

Utility Unsecured Notes.

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10

rate under the applicable Long-Term Utility 

Unsecured Notes or Long-Term Utility Unsecured 

Notes Indentures, (b) accrued and unpaid interest from 

the Petition Date through the Effective Date at the 

contract rate under the applicable Long-Term Utility 

Unsecured Notes or Long-Term Utility Unsecured 

Notes Indentures and (ii) a replacement note in the 

same principal amount and maturity date, and 

otherwise on the same terms as, the existing 

applicable Long-Term Utility Unsecured Note (the 

“Long-Term Utility Replacement Notes”); provided, 

that the Reorganized Utility’s obligations under each 

Long-Term Utility Replacement Note and the 

applicable Long-Term Utility Unsecured Notes 

Indenture shall (A) be secured by a first mortgage on 

all “Principal Property” of the Debtors, as that term is 

defined in the applicable Long-Term Utility 

Unsecured Notes Indentures and consistent with the 

provisions of each of the applicable Long-Term 

Utility Unsecured Notes providing for “equal and 

ratable” liens,” that is of a status/ranking consistent 

with utility bonds of other investor-owned California 

utility operating companies and (B) bear interest at a 

blended rate of 10 basis points less than the current 

interest rates (the “Adjusted Rates”) on the 

applicable Long-Term Utility Unsecured Notes, as set 

forth in more detail in Schedule 4 attached hereto.

Voting: Impaired – entitled to vote.

Class 7B:

Utility 

Pollution 

Control BondRelated Claims

Classification: Holders of claims arising under (a) the 

Pollution Control Bonds issued by the California 

Pollution Control Financing Authority and the 

California Infrastructure and Economic Development 

Bank (the “Utility Pollution Control Bonds”) or (b) 

related reimbursement obligations from certain letter 

of credit facilities (the “PCB Revolving Facilities”) 

or reimbursement agreements with the Utility (the 

“Reimbursement Agreements”) in the aggregate 

outstanding principal amount of $863 million (the 

“PCB Revolving Facilities, and together with the 

Utility Pollution Controls Bonds, the “Utility 

Pollution Control Bond-Related Claims”). 

Treatment: On the Effective Date or as soon 

thereafter as is reasonably practicable, each holder of 

an allowed Utility Pollution Control Bond-Related 

Claim shall receive, in full and final satisfaction, 

compromise, settlement, release, and discharge of 

$863 million 100%

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11

such allowed Utility Pollution Control Bond-Related 

Claim, cash in an amount equal to the sum of (i) 

outstanding principal and accrued and unpaid interest 

as of the Petition Date at the contract rate under the 

applicable Utility Pollution Control Bond or, PCB 

Revolving Facility or Reimbursement Agreement, and 

(ii) accrued and unpaid interest from the Petition Date 

through the Effective Date at the contract rate under 

the applicable Utility Pollution Control Bond or, PCB 

Revolving Facility, or Reimbursement Agreement.

Voting: Unimpaired – deemed to accept.

Class 8B: 

Utility 

Intercompany 

Claims

Classification: Claims held by the PG&E Corp. or 

any non-Debtor affiliate of PG&E Corp. against the 

Utility (the “Utility Intercompany Claims”).

Treatment: All allowed Utility Intercompany Claims, 

if any, shall be reinstated, compromised or cancelled 

at the election of the Debtors (with the consent of the 

Ad Hoc Committee, not to be unreasonably withheld), 

such that the Utility Intercompany Claims are treated 

in a tax-efficient manner.

Voting: Unimpaired – not entitled to vote.

[TBD] 100%

Class 9B: 

Wildfire 

Claims

General Procedures: With respect to each category of 

prepetition unsecured claims arising out of the 

prepetition Northern California wildfires and the 

Ghost Ship fire (the “Wildfire Claims”), the 

aggregate maximum amount of allowed Wildfire 

Claims in each such category of Wildfire Claims (the 

“Agreed Capped Amount”)7 shall be as provided 

below. Funding of the Wildfire Claims Trust in the 

amounts of the Agreed Capped Amount for each 

category of Wildfire Claims shall constitute payment 

in full of all allowed Wildfire Claims in each such 

category of Wildfire Claims. Each holder of a 

Wildfire Claim that votes in favor of the Plan agrees 

to receive payment in full of the allowed amount of 

such Wildfire Claim as determined in accordance with 

the procedures of the Wildfire Claims Trust, which 

shall be subject to the Agreed Capped Amount and 

which shall constitute payment in full of such claim.

$16 billion8 100%

7 The Agreed Capped Amount for each category of Wildfire Claims shall be subject to downward adjustment by the 

Wildfire Claims Trustee to account for claim values of Opt-Out Wildfire Claimants in each category, if necessary, 

after the Estimated Wildfire Liability (as defined herein) is determined. 8 Subject to upward adjustment of up to 15% based upon outcome of estimation proceeding.

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

12

Each holder of a Wildfire Claim that does not vote to 

accept the Plan (“Opt-Out Wildfire Claimant”) shall 

have the allowed amount of its Wildfire Claim 

determined in accordance with the procedures of the 

Wildfire Claims Trust, as outlined below.

Each category of Wildfire Claim shall constitute a 

subclass within Class 9B.

Tubbs Wildfire Claim – A Wildfire Claim, other 

than an Insurance Subrogation Wildfire Claim or 

Public Entity Wildfire Claim (each as defined below), 

for which the California Department of Forestry and 

Fire Protection (“Cal Fire”) has determined, 

following an investigation, that the Utility was not the 

ignition source, including the Tubbs fire.

Agreed Capped Amount: $570 million

Non-Tubbs Wildfire Claim – A Wildfire Claim, 

other than an Insurance Subrogation Wildfire Claim, 

Public Entity Wildfire Claim, Tubbs Wildfire Claim 

or Ghost Ship Fire Claim, (a “Non-Tubbs Wildfire 

Claim”).

Agreed Capped Amount: $5.45 billion.

Ghost Ship Fire Claim – A Wildfire Claim arising 

out of the 2016 Ghost Ship fire.

Agreed Capped Amount: $25 million

Public Entity Wildfire Claim – A Wildfire Claim the 

holder of which is a public entity (a “Public Entity 

Wildfire Claim”).

Agreed Capped Amount: $1.0 billion

Subrogation Tubbs Wildfire Claims – A Wildfire 

Claim arising by way of subrogation under applicable 

law or contract on account of amounts incurred (paid 

and reserved) by an insurer under and pursuant to the 

terms and coverage provisions of a property & 

casualty policy for losses for which Cal Fire has 

determined, following an investigation, that the Utility 

was not the ignition source, including the Tubbs fire 

(an “Insurance Subrogation Tubbs Wildfire 

Claim”).

Agreed Capped Amount: $975 million

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

13

Subrogation Non-Tubbs Wildfire Claims – A 

Wildfire Claim arising by way of subrogation under 

applicable law or contract on account of amounts 

incurred (paid and reserved) by an insurer under and 

pursuant to the terms and coverage provisions of a 

property & casualty policy for losses that is not a 

Subrogation Tubbs Wildfire Claim (an “Insurance 

Subrogation Non-Tubbs Wildfire Claim” and 

together with the Insurance Subrogation Non-Tubbs 

Wildfire Claim, the “Insurance Subrogation 

Wildfire Claim”).

Agreed Capped Amount: $6.82 billion

Agreed Attorneys’ Fees and Costs – an agreed 

distribution amount for attorneys’ fees and costs 

incurred by holders of Tubbs Wildfire Claims, NonTubbs Wildfire Claims and the Ghost Ship Fire 

Claims to be paid to their attorneys in amounts to be 

determined by the beneficiaries thereof (the “Agreed 

Attorneys’ Fees and Costs”).

Agreed Capped Amount: $1.15 billion

Class 10B: 

Other Utility 

General 

Unsecured 

Claims

Classification: Holders of general unsecured claims 

(other than Other Utility Priority Claims, Utility 

Unsecured Revolving Credit Facility Claims, Utility 

Unsecured Term Loan Claims, Short-Term Utility 

Unsecured Notes Claims, Long-Term Utility 

Unsecured Notes Claims, Wildfire Claims, and Utility 

Workers’ Compensation Claims) against the Utility 

(the “Other Utility General Unsecured Claims”).

Treatment: Each holder of an allowed Other Utility 

General Unsecured Claim shall receive, in full and 

final satisfaction, compromise, settlement, release, and 

discharge of such allowed Other Utility General 

Unsecured Claim, cash in an amount equal to the 

allowed Other Utility General Unsecured Claim, 

together with accrued and unpaid interest from the 

Petition Date through the Effective Date at the 

applicable contract rate or, in the absence of a contract 

rate, the Federal Judgement Rate, on the earlier of 

(i) the Effective Date or as soon thereafter as is 

reasonably practicable or (ii) the date such Other 

Utility General Unsecured Claim becomes an allowed 

Other Utility General Claim or as soon thereafter as is 

reasonably practicable.

[TBD] 100%

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14

Voting: Unimpaired – deemed to accept.

Class 11B: 

Utility 

Workers’ 

Compensation 

Claims

Classification: Holders of claims against the Utility 

by employees of the Utility for the payment of 

workers’ compensation benefits under applicable law 

(the “Utility Workers’ Compensation Claims”).

Treatment: Each allowed Utility Workers’ 

Compensation Claim shall be satisfied in full in the 

ordinary course of business at such time and in such 

manner as the Utility is obligated to satisfy such 

Utility Workers’ Compensation Claim under 

applicable law.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 12B: 

Utility 

Preferred 

Interests

Classification: Holders of outstanding preferred 

Interests in the Utility (the “Utility Preferred 

Interests”)

Treatment: Holders of allowed Utility Preferred 

Interests shall retain ownership of all Utility Preferred 

Interests in the Reorganized Utility (including any 

associated liquidation preference).

Voting: Unimpaired – deemed to accept.

N/A 100%

Class 13B: 

Utility 

Common 

Interests

Classification: PG&E Corp. as holder of all 

outstanding common Interests in the Utility (the 

“Utility Common Interests”).

Treatment: The Reorganized PG&E Corp., as holder 

of the Utility Common Interests, shall retain 

ownership of all Utility Common Interests in the 

Reorganized Utility.

Voting: Unimpaired – deemed to accept.

N/A 100%

MEANS FOR IMPLEMENTATION

Estimation 

Proceeding

Estimation proceedings will be initiated pursuant to which the Bankruptcy Court 

and/or the District Court will estimate the Debtors’ liability on all personal injury, 

wrongful death, property damage, insurance subrogation, and any other Wildfire 

Claims for purposes of confirming the Plan and for purposes of distribution 

thereunder, in accordance with the Bankruptcy Code and applicable law. Such 

estimation proceedings shall conclude prior to the hearing on Plan confirmation. 

The estimated amount of the Debtors’ aggregate wildfire liability as determined by 

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Bankruptcy Court and/or District Court order is referred to herein as the 

“Estimated Wildfire Liability.” A condition precedent to the Effective Date shall 

be the Estimated Wildfire Liability not exceeding $16 billion.9

Wildfire 

Claims Trust

On the Effective Date, the Reorganized Debtors will establish the Wildfire Claims 

Trust with $16 billion of the proceeds of the PG&E Corp. New Money Investment 

(as defined below).10

The Wildfire Claims Trust shall be administered by a trustee (the “Wildfire Claims 

Trustee”) and governed by an oversight committee (the “Wildfire Claims Trust 

Oversight Committee”). An agreement (the “Wildfire Claims Trust 

Agreement”) shall establish and set forth the provisions of the Wildfire Claims 

Trust. The Wildfire Claims Trust Agreement shall be in form and substance 

acceptable to the Ad Hoc Committee.

The Wildfire Claims Trustee shall be selected by the [TBD]. The Wildfire Claims 

Trust Oversight Committee shall consist of three members, which shall be selected 

by [TBD]. 

The Wildfire Claims Trustee and the Wildfire Claims Trust Oversight Committee 

shall have the authority to retain any advisors for the purpose of carrying out their 

respective duties under the Wildfire Claims Trust Agreement.

The Wildfire Claims Trust Agreement shall set forth procedures that will permit an 

Opt-Out Wildfire Claimant to (i) enter into a settlement with the Wildfire Claims 

Trust as to the allowed amount of its Wildfire Claim, (ii) submit to binding 

arbitration with the Wildfire Claims Trust to determine the allowed amount of its 

Wildfire Claim, or (iii) solely with respect to Wildfire Claims that are personal 

injury tort or wrongful death claims, have the allowed amount of such Wildfire 

Claim determined pursuant to 28 U.S.C. §157(b)(5), all of which shall be subject to 

the cap determined by the estimation proceeding outlined above.

In the event that the aggregate amount paid in consideration of Wildfire Claims 

from the Wildfire Claims Trust is less than the Estimated Wildfire Liability, the 

excess funds remaining in the Wildfire Claims Trust (the “Excess Wildfire Claims 

Trust Funds”) shall be refunded to Reorganized PG&E Corp. to be utilized in the 

following manner:

1. 50% of the Excess Wildfire Claims Trust Funds shall be used to pay down 

the New PG&E Corp. Senior Unsecured Notes (as defined below); and

2. 50% of the Excess Wildfire Claims Trust Funds shall be used by 

Reorganized PG&E Corp. for general corporate purposes, including, but not 

limited to, investing in the Reorganized Utility.

9 Subject to upward adjustment of up to 15% based upon outcome of estimation proceeding.

10 Subject to upward adjustment of up to 15% based upon outcome of estimation proceeding.

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Channeling 

Injunction

The Wildfire Claims Trust shall be the sole source of recovery for the Wildfire 

Claims against the Debtors. The Plan and order confirming the Plan (the 

“Confirmation Order”) shall channel all Wildfire Claims against the Debtors to 

the Wildfire Claims Trust for payment in accordance with the terms and procedures 

provided therein. The Plan and the Confirmation Order shall bar and enjoin holders 

of Wildfire Claims from seeking to recover on account of their Wildfire Claims 

against the Reorganized Debtors or any assets of the Reorganized Debtors (the 

“Channeling Injunction”).

Contributions 

to the Wildfire 

Fund

On the Effective Date, the Debtors will contribute $5.0 billion, which amount 

consists of both the Debtors’ initial and first annual contributions, to the Wildfire 

Fund in order to address future wildfire liability.

SOURCES OF PLAN FUNDING

Insurance 

Proceeds

$2.2 billion in insurance proceeds owed to the Debtors in respect of 2017 and 2018 

wildfire related losses.

Cash on Hand $[●] billion of the Debtors’ cash on hand on the Effective Date.

New Money 

Investment in 

PG&E Corp.

On the Effective Date, Reorganized PG&E Corp. shall issue shares of Reorganized 

PG&E Corp. Common Stock (the “New Money Reorganized PG&E Corp. 

Common Stock Issuance”) to the new money investors identified below (the 

“PG&E Corp. New Money Investor Group”), in exchange for at least $19 billion 

and up to $20 billion in cash (the “PG&E Corp. New Money Investment”).

The commitments for the PG&E Corp. New Money Investment shall be provided as 

follows:

1. 50% by the consortium of large Utility bondholders identified in Schedule 

5 attached hereto (the “PG&E Corp. New Money Commitment Group”);

2. 45% by the members of the Ad Hoc Committee; and

3. 5% by the holders of PG&E Common Interests in Class 8A.

To the extent that the members of the Ad Hoc Committee and/or holders of PG&E 

Common Interests in Class 8A do not provide the commitments described above for 

the PG&E Corp. New Money Investment, the PG&E Corp. New Money 

Commitment Group will provide commitments covering any such remaining 

amount.

New PG&E 

Corp. Senior 

Unsecured 

Notes

On the Effective Date, Reorganized PG&E Corp. shall issue at least $4.0 billion and 

up to $5.4 billion in new senior unsecured notes (the “New PG&E Corp. Senior 

Unsecured Notes”) to the new money investors identified below (the “New PG&E 

Corp. Senior Unsecured Notes Investor Group” and together with the PG&E 

Corp. New Money Investor Group, the “Investor Group”) in exchange for at least 

$4.0 billion and up to $5.4 billion in cash (the “New PG&E Corp. Senior 

Unsecured Notes Investment”). The New PG&E Corp. Senior Unsecured Notes 

shall have terms materially consistent with the terms contained in the term sheet 

(the “New PG&E Corp. Senior Unsecured Notes Term Sheet”) attached hereto 

as Exhibit 1.

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The commitments for the New PG&E Corp. Senior Unsecured Notes Investment 

shall be provided as follows: 

1. 50% by a consortium of large Utility bondholders identified in Schedule 6

attached hereto (the “New PG&E Corp. Senior Unsecured Notes 

Commitment Group”);

2. 50% by the members of the Ad Hoc Committee.

To the extent that the members of the Ad Hoc Committee do not provide the 

commitments described above for the New PG&E Corp. Senior Unsecured Notes 

Investment, the PG&E Corp. New Money Commitment Group will provide 

commitments covering any such remaining amount.

New Utility 

Secured Notes

OnThe Debtors shall use commercially reasonable efforts to have the Reorganized 

Utility issue, on the Effective Date, the Reorganized Utility shall issue $5.5 billion 

in new secured notes (collectively, the “New Utility Secured Notes”) to third party 

investors in exchange for $5.5 billion in cash, with the proceeds being used to pay 

down all existing Utility Unsecured Term Loan Claims, Utility Unsecured Revolving 

Credit Facility Claims and Short-Term Utility Unsecured Notes Claims. The New 

Utility Secured Notes issued to third party investors shall have terms that are 

acceptable to the Ad Hoc Committee. and at least as favorable to the Reorganized 

Utility as the terms contained in the term sheet (the “New Utility Secured Notes 

Term Sheet”) attached hereto as Exhibit 2.

In the event that the Reorganized Utility fails to issue all or a portion of the New 

Utility Secured Notes to third party investors on the Effective Date after using 

commercially reasonable efforts to do so as described above, on the Effective Date, 

the Reorganized Utility shall issue New Utility Secured Notes (on terms materially 

consistent with those contained in the New Utility Secured Notes Term Sheet) in the 

amount of any such shortfall to the new money investors identified below (the 

“Reorganized Utility Secured Notes Investor Group” and together with the 

PG&E Corp. New Money Investor Group and the New PG&E Corp. Senior 

Unsecured Notes Investor Group, the “Investor Group”) (on pro rata basis as 

described in the Amended and Restated Commitment Letter, dated as of August 7, 

2019) in exchange for the equivalent amount of cash (the “New Utility Secured 

Notes Investment”). 

The commitments for the New Utility Secured Notes Investment shall be provided 

as follows: 

1. 50% by a consortium of large Utility bondholders identified in Schedule 7

attached hereto (the “New Utility Secured Notes Commitment Group”);

2. 50% by the members of the Ad Hoc Committee.

To the extent that the members of the Ad Hoc Committee do not provide the 

commitments described above for the New Utility Secured Notes Investment, the 

PG&E Corp. New Money Commitment Group will provide commitments covering 

any such remaining amount.

The PG&E Corp. New Money Commitment Group and the New PG&E Corp. 

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Senior Unsecured Notes Commitment Group agree to use commercially reasonable 

efforts to structure the New Money Reorganized PG&E Corp. Common Stock 

Issuance and the New PG&E Corp. Senior Unsecured Notes in a manner that will 

facilitate the issuance of the New Utility Secured Notes on customary market terms, 

including with respect to the fees payable by the Utility in connection therewith.

Backstop 

Commitment

Fees

In consideration of the agreement to backstop the commitments described above, 

the following backstop commitment fees (the “Backstop Commitment Fees”) 

shall be payable:

1. 3.0% of the PG&E Corp. New Money Investment to the PG&E Corp. New 

Money Commitment Group; and

2. 1.5% of the New PG&E Corp. Senior Unsecured Notes Investment to the 

New PG&E Corp. Senior Unsecured Notes Commitment Group.

3. 0.75% of the New Utility Secured Notes Investment to the New Utility 

Secured Notes Commitment Group, with such amount being reduced to 

0.50% of the New Utility Secured Notes Investment in the event that all of 

the New Utility Secured Notes are issued to third party investors (i.e., not 

the Reorganized Utility Secured Notes Investor Group pursuant to the 

backstop commitment hereunder). 

The Backstop Commitment Fees shall be payable by Reorganized PG&E Corp. in 

cash or Reorganized PG&E Corp. Common Stock at the election of each backstop 

commitment party.

 

REGULATORY REQUIREMENTS

FERC Prior to the Effective Date, the Debtors and Reorganized Debtors shall receive a 

final order from the Federal Energy Regulatory Commission (“FERC”) granting 

authorization under Section 203 of the Federal Power Act (the “FPA”) to 

implement the Plan. In addition, if the reorganization results in the transfer of 

FERC-jurisdictional natural gas assets or hydroelectric assets, the Debtors and 

Reorganized Debtors shall receive, as necessary, approval under Section 7 of the 

Natural Gas Act (“NGA”) and FPA Section 8, respectively, to transfer those assets. 

Prior to the Effective Date, the Debtors and Reorganized Debtors shall also receive, 

if and to the extent necessary, a final order from FERC granting authorization under 

Section 204 of the FPA to issue new securities as provided under the Plan. Finally, 

prior to the Effective Date, the Debtors and Reorganized Debtors shall receive 

FERC acceptance with respect to any new or modified service tariffs under the FPA 

or NGA necessary to implement the Plan, and shall receive approval or acceptance 

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under FPA Section 305 with respect to the creation of any interlocking directorates.

CPUC Prior to the Effective Date, the Debtors and Reorganized Debtors shall receive 

approval, if required, from the California Public Utilities Commission (“CPUC”) 

under Public Utilities Code Sections 851-854. Prior to the Effective Date, the 

Debtors and Reorganized Debtors also shall receive the issuance of a financing 

order, if required, from the CPUC for the overall financing structure of the Plan, 

including the issuance of new securities as provided under the Plan, and shall 

receive final CPUC approval for all other rates, tariffs, and agreements necessary to 

implement the Plan.

NRC If required, prior to the Effective Date, the Debtors and Reorganized Debtors shall 

receive approval from the Nuclear Regulatory Commission (“NRC”) for the 

transfer of the license for the Diablo Canyon Power Plant.

OTHER TERMS

Releases The Plan shall provide for customary release of all claims and causes of action 

against (i) the Debtors, (ii) each of the members of the Ad Hoc Committee, (iii) the 

Creditors’ Committee and each of its members, (iv) the Tort Claimants Committee 

and each of its members, (v) the Wildfire Claims Trustee, (vi) the Wildfire Claims 

Trust Oversight Committee and each of its members and (vii) with respect to each 

of the foregoing entities in clauses (i) through (vi), such entities’ Related Persons11

(each such entity in foregoing clauses (i) through (vii), a “Released Party”).

Releases shall be provided by (i) the Debtors, (ii) each of the members of the Ad 

Hoc Committee, (iii) the Creditors’ Committee and each of its members, (iv) the 

Tort Claimants Committee and each of its members, (v) the Wildfire Claims 

Trustee, (vi) the Wildfire Claims Trust Oversight Committee and each of its 

members and (vii) with respect to each of the foregoing entities in clauses (i) 

through (vi), such entities’ Related Persons, and (viii) all holders of claims and 

interests against the Debtors, as provided in more detail below (each such entity in 

foregoing clauses (i) through (viii), a “Releasing Party”).

The releases to be set forth in the Plan shall include consensual releases from each 

holder of a claim or interest (as set forth in the “Plan Treatment of PG&E Corp. and 

Utility Claims” section above) that (i) votes to accept the Plan or (ii) is deemed to 

accept the Plan, of each Released Party from any claims or causes of action, 

including any derivative claims asserted or assertable on behalf of any of the 

Debtors, that the Debtors, the Reorganized Debtors, or their Estates or affiliates or 

that each other Releasing Party, as applicable, would have been legally entitled to 

assert in its own right (whether individually or collectively) or on behalf of the 

holder of any claims or interest or other entity, based on or relating to, or in any 

11 “Related Persons” with respect to an entity shall mean that entity’s current and former affiliates, and such 

entities’ and their current and former affiliates’ current and former directors, managers, officers, equity holders 

(regardless of whether such interests are held directly or indirectly), predecessors, successors and assigns, 

subsidiaries, and each of their respective current and former equity holders, officers, directors, managers, 

principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, 

accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as 

such.

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manner arising from, in whole or in part, the Debtors, the Debtors’ capital structure, 

the assertion or enforcement of rights and remedies against the Debtors, the 

Debtors’ in- or out-of-court restructuring discussions, intercompany transactions 

between or among the Debtors and/or their Affiliates, the purchase, sale, or 

rescission of the purchase or sale of any security of the Debtors or the Reorganized 

Debtors, the subject matter of, or the transactions or events giving rise to, any claim 

or interest that is treated in the Plan, the business or contractual arrangements 

between any Debtor and any Released Party, the Chapter 11 Cases and related 

adversary proceedings, the formulation, preparation, dissemination, negotiation, 

filing, or consummation of the Plan, the disclosure statement to the Plan, or any 

restructuring transaction, contract, instrument, release, or other agreement or 

document created or entered into in connection with the foregoing, or upon any act 

or omission, transaction, agreement, event or other occurrence taking place on or 

before the Effective Date. 

The Plan shall provide for consensual releases to the Released Parties of all claims 

and causes of action that could be asserted against, or in any way relating to, or 

arising out of (i) any Debtor, the Reorganized Debtors, their businesses, or their 

property, (ii) the Chapter 11 Cases, (iv) the formulation, preparation, negotiation, 

dissemination, implementation, administration, or consummation of the Plan, or (v) 

any other act or omission in connection with the Chapter 11 Cases.

Exculpation The Plan shall provide certain customary exculpation provisions, which shall 

include a full exculpation from liability in favor of the Debtors, each of the 

members of the Ad Hoc Committee, the Creditors’ Committee and each of its 

members, the Tort Claimants Committee and each of its members, and the Related 

Persons of all of the foregoing parties from any and all claims and causes of action 

arising on or after the Petition Date and any and all claims and causes of action 

relating to any act taken or omitted to be taken in connection with, or related to, 

formulating, negotiating, preparing, disseminating, implementing, administering, 

soliciting, confirming or consummating the Plan, the disclosure statement to the 

Plan or any contract, instrument, release or other agreement or document created or 

entered into in connection with the Plan or any other act taken or omitted to be 

taken in connection with or in contemplation of the Chapter 11 Cases or the 

restructuring of the Debtors, with the sole exception of willful misconduct or gross 

negligence.

Corporate 

Governance

Upon the Effective Date and for a period of two (2) years thereafter, the board of 

directors of Reorganized PG&E Corp. (the “New PG&E Corp. Board”) shall 

consist of nine (9) members. From the second anniversary of the Effective Date 

through the fifth anniversary of the Effective Date, the New PG&E Board Corp. 

Board shall consist of at least nine (9) and no more than eleven (11) members. The 

chief executive officer of Reorganized PG&E Corp. (the “New PG&E Corp. 

CEO”) shall be a director on the New PG&E Corp. Board. The New PG&E Corp. 

CEO shall not be the chairperson of the New PG&E Corp. Board. The remaining 

directors of the New PG&E Corp. Board shall be appointed on the Effective Date, 

and thereafter elected annually, in the following manner:

1. One (1) director shall be nominated by IBEW Local 1245, on behalf of the 

employees of Reorganized PG&E Corp.;

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2. One (1) director shall be nominated by TURN, on behalf of ratepayers; 

3. One (1) director shall be nominated by the Wildfire Fund; and

4. Each other director shall be nominated by the shareholders of Reorganized 

PG&E Corp.

The board of directors of the Reorganized Utility (the “New Utility Board” and 

together with the New PG&E Corp., the “New Boards”) will consist of the same 

nine (9) members of the New PG&E Corp. Board. The chairperson of the New 

PG&E Corp. Board shall not be the chairperson of the New Utility Board.

The New Boards shall consist of a diverse set of individuals (including, among 

other things, complying with the requirements of California State Bill-826). The 

majority of the directors of each of the New Boards shall consist of Californians 

and individuals who have credentialed experience in the areas of utility operations, 

engineering, safety, regulation and/or clean energy.

Renaming / 

Rebranding

For the first 60 days following the Effective Date, all employees of the Reorganized 

Utility will have the opportunity to submit recommendations for renaming or 

rebranding the Reorganized Utility. If, after a period of 90 days following the 

Effective Date, no employee recommendation is selected for renaming or 

rebranding the Reorganized Utility, the Reorganized Utility shall effect a change of 

name to “Golden State Power Light & Gas Co.,” and the Reorganized PG&E Corp. 

shall effect a change of name to “GSPL&G Corp.”

Prohibition 

Against Rate 

Increases

The Debtors and the Reorganized Debtors will not seek to recover the contributions 

made to the Wildfire Claims Trust or the Wildfire Fund, either directly or indirectly, 

through rate increases. 

Utility Rates to 

Consumers

The Plan shall be rate-neutral to end-market consumers in California on a net basis. 

The Plan will rely on securitization amounts up to similar levels of the 

securitization bonds issued in 2001. The proceeds of such new securitization bonds 

will be used for future statewide Wildfire Fund purposes. The proceeds of any new 

securitization bonds will not be used for the Debtors’ or Reorganized Debtors’ 

benefit for plan purposes. 

Utility 

Consumer Rate 

Credit

Plan to include sale of certain key real estate assets of the Debtors to previously 

identified party or parties to allow for up to $1 billion rate credit for the benefit of 

all PG&E customers, to be applied equally over a period of 10 years from the 

Effective Date.

Post-Effective 

Date 

Management

The Utility will seek to enter into a long-term management, oversight, O&M or 

similar contract(s)/agreement(s) with a qualified management team and/or top-tier 

U.S.-domiciled utility/energy holding company (all previously identified) to 

oversee and run the Utility beginning on the Effective Date. Such entity or 

management team may be provided the opportunity to participate in the PG&E 

Corp. New Money Investment in connection therewith.

Key Corporate 

Operating 

Businesses

PG&E agrees not to sell, and will oppose any attempt to municipalize, any portion 

of the operating business or assets, for a period of (5) years after the Effective Date 

of the Plan; provided, however, this provision does not apply to any owned, 

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including currently occupied real estate. For the avoidance of doubt, this restriction 

will not limit any change in control transaction relating to Reorganized PG&E 

Corp., including, without limitation, a merger, tender offer or similar transaction. 

Key Employee 

Matters

All PG&E Corp. common stock currently held by employees and retirees in pension 

accounts, 401(k) accounts and company-sponsored plans will be trued-up for any 

dilution on account of the Plan with new equity issuances within 90 days after the 

Effective Date. Such equity interests will be structured to comply with all 

applicable securities laws.

Subject to the support of the International Brotherhood of Electrical Workers 

(“IBEW”) for the Plan, contingent upon and after confirmation of the Plan, the 

Reorganized Debtors shall enter into an agreement with Local Union No. 1245 of 

the International Brotherhood of Electrical Workers (“Local 1245”) with such 

agreement to apply only to the period starting on the Effective Date, extending the 

two (2) Collective Bargaining Agreements currently in place between Pacific Gas 

and Electric Company and Local 1245 (the IBEW Physical Agreement and the 

IBEW Clerical Agreement, collectively the “IBEW CBAs”), until December 31, 

2023 with such extension to include (i) a reasonable and appropriate general wage 

increase for each of the extension years (2022 and 2023) deemed to be appropriate, 

reasonable, consistent with past practice and included in go-forward allowed rates; 

(ii) a prohibition on any involuntary layoffs during the term of the extended IBEW 

CBAs; provided, however such prohibition will not limit any individual employee 

terminations or displacements and will not apply to contract workforce or nonbargaining unit members; and (iii) reemphasize the Reorganized Debtors’ and Local 

1245’s commitment to maintaining a spirit of cooperation between labor and 

management. 

Other 

Employee 

Matters 

Compensation-related agreements between any of the Debtors and any directors, 

officers and employees of the Debtors existing as of the Effective Date, including 

any indemnification and severance obligations, short term incentive plan and other 

incentive plans, with the exception of the revisions set forth herein, existing as of 

the Effective Date, shall be assumed by the Reorganized Debtors.

The New Boards shall revise the long term incentive compensation programs of 

Reorganized PG&E Corp. and the Reorganized Utility by increasing the proportion 

of LTIP awards subject to performance-based vesting criteria. Performance criteria 

for LTIP awards will be modified by increasing/implementing performance 

weightings that are based on achievement of public safety, infrastructure hardening 

and other related strategic long term objectives.

Pension 

Matters

Upon the Effective Date, the Reorganized Debtors shall assume and continue to 

maintain the PG&E Retirement Plan under its current terms, except to the extent 

any amendment is required by law, and shall make any and all contributions 

necessary to satisfy the minimum funding requirements under ERISA Section 302 

and Internal Revenue Code Section 430.

Executory 

Contracts and 

Unexpired 

All executory contracts and unexpired leases not expressly listed for rejection on an 

exhibit to the Plan or previously assumed or rejected by order of the Bankruptcy 

Court shall be deemed assumed as of the Effective Date.

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Leases The Debtors or Reorganized Debtors, as applicable, may alter, amend, modify, or 

supplement the list of assumed executory contracts and unexpired leases and the 

schedules of executory contracts and unexpired leases with respect to the Debtors or 

Reorganized Debtors, as applicable, at any time, through and including 45 days 

after the Effective Date.

Renewable 

Energy Power 

Purchase 

Agreements

Notwithstanding anything to the contrary in this Term Sheet, the Debtors and 

Reorganized Debtors shall not reject any renewable energy power purchase 

agreement.

Tax Matters The Debtors and the Ad Hoc Committee will work together in good faith and will 

use commercially reasonable efforts to structure and implement the Reorganization 

in a tax efficient and cost-effective manner for the Reorganized Debtors and 

creditors.

Post-Effective Date ownership of PG&E Corp. shall be structured to maximize the 

usage of go-forward tax attributes.

Timing / Key 

Dates 

Emergence from chapter 11 is to be achieved as soon as reasonably practicable, 

with specific deadlines as follows:

1. A plan of reorganization materially consistent with the terms provided in 

this Term Sheet and disclosure statement corresponding to such plan to be 

filed no later than August 31September 16, 2019;

2. Order confirming such plan of reorganization entered no later than January 

31May 15, 2020; and

3. Effective date of the plan of reorganization to occur no later than March 

31June 30, 2020.

Conditions 

Precedent to 

Effective Date 

of Plan

The following conditions must be satisfied in order for the Effective Date to occur:

1. the Estimated Wildfire Liability shall not exceed $16 billion.12

2. the Confirmation Order shall have been entered by the Court in form and 

substance acceptable to the Ad Hoc Committee, be in full force and effect 

and not be subject to any stay or injunction and shall have become a final 

order;

3. all definitive documents relating to the Plan shall be in form and substance 

acceptable to the Ad Hoc Committee;

4. the Wildfire Claims Trust shall be have been established in accordance with 

the terms provided herein;

5. the Wildfire Claims Trustee shall have been appointed in accordance with 

the terms provided herein;

12 Subject to upward adjustment of up to 15% based upon outcome of estimation proceeding.

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6. the members of the Wildfire Claims Trust Oversight Committee shall have 

been appointed in accordance with the terms provided herein;

7. a Wildfire Fund has been established pursuant to Public Utilities Code 

section 3292, and the Utility has satisfied (i) the conditions to participate in 

the Wildfire Fund pursuant to Public Utilities Code sections 3292 and 3293, 

(ii) the conditions to obtain a safety certification pursuant to Public Utilities 

Code section 8389, and (iii) any other conditions that are required to 

participate in the Wildfire Fund and be eligible for the presumption of 

reasonableness provided in Public Utilities Code section 451.1;

8. the CPUC has determined that the Plan fully and finally compensates 

ratepayers in full compliance with Public Utilities Code section 

3292(b)(1)(E) throughout the existence of the Wildfire Fund in a manner 

acceptable to the Ad Hoc Committee;

9. the New PG&E Corp. Common Stock, New PG&E Corp. Senior Unsecured 

Notes and the New Utility Secured Notes shall have been issued in 

accordance with the terms provided herein and in a manner acceptable to 

the Ad Hoc Committee;

10. all actions, documents, certificates and agreements necessary or appropriate 

to implement the Plan shall have been effected or executed or deemed 

executed and delivered, as the case may be, to the required parties and, to 

the extent required, filed with the applicable governmental units in 

accordance with applicable laws; and

11. all authorizations, consents, regulatory approvals, rulings or documents that 

are necessary or appropriate to implement and effectuate the Plan shall have 

been received.

Conditions 

Precedent to 

Funding

The following conditions must be met in order for the PG&E Corp. New Money 

Investment and, New PG&E Corp. Senior Unsecured Notes Investment, and New 

Utility Secured Notes Investment to be funded:

1. A plan of reorganization that provides a binding cap on the Wildfire Claims 

equal to the Estimated Wildfire Liability, not to exceed $16.0 billion plus a 

maximum 15% upward adjustment, shall have been confirmed and the 

Effective Date shall have occurred;

2. Satisfactory conclusion, which, for purposes of this condition, means 

resolution consistent with other similarly situated California utilities in 

terms of regulated capital structures and returns on equity, of the Utility’s 

2020 general rate case and 2019cost of capital proceedings before the 

CPUC, which shall mean, either (x) a determination that the current 

authorized capital structure and 10.25% ROE shall be fixed for three (3) 

years, or (y) a mutually agreed deferral of the Utility’s 2020 general rate 

case and/or cost of capital proceeding before the CPUC or a mutually 

agreed deferral for a period of 24 months from the Effective Date of the 

Plan;, with the current authorized capital structure and/or 10.25% ROE, as 

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relevant, to remain unchanged until expiration of the deferral period;

3. CPUC approval, including issuance of a financing order, if required, of the 

overall financing structure, including issuance of new securities under the 

Plan;

4. No material wildfire claims exposure to the Debtors due to postpetition 

fires during the pendency of the chapter 11 cases;

5. The form of all common equity documents and the plan of reorganization 

and confirmation order are in form and substance acceptable to the Investor 

Group; and

6. Customary closing conditions for an equity and unsecured debt financing 

including, but not limited to, no material adverse change to PG&E Corp.

7. All Conditions Precedent to the Effective Date of the Plan, as set forth 

above, shall have been satisfied. 

8. The Debtors shall have maintained and held in good standing all of their 

operating licenses, certificates and other regulatory authorizations and 

approvals necessary to operate the Utility’s business with no pending 

revocations of any such license, certificate, approval or authorization or 

open proceedings contemplating such revocation.

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SCHEDULE 1

List of Northern California Wildfires Covered by Wildfire Claims Trust

1. Butte Fire (2015)

2. 2017 North Bay Wildfires

a. LaPorte (La Porte)

b. McCourtney

c. Lobo

d. Honey

e. Redwood / Potter Valley

f. Sulphur

g. Cherokee

h. 37

i. Blue

j. Pocket

k. Atlas

l. Cascade

m. Nuns

n. Adobe

o. Norrbom

p. Pressley

q. Patrick

r. Pythian / Oakmont

s. Maacama

t. Tubbs

u. Point

3. Camp Fire (2018)

4. Ghost Ship (2016)

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SCHEDULE 2

Short-Term Utility Unsecured Notes

1. $550 million principal amount of 3.50% senior notes due October 1, 2020 

2. $250 million principal amount of 3.50% senior notes due October 1, 2020

3. $300 million principal amount of 4.25% senior notes due May 15, 2021 

4. $250 million principal amount of 3.25% senior notes due September 15, 2021 

5. $400 million principal amount of 2.45% senior notes due August 15, 2022 

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SCHEDULE 3

Long-Term Utility Unsecured Notes

1. $375 million principal amount of 3.25% senior notes due June 15, 2023

2. $500 million principal amount of 4.25% senior notes due August 1, 2023

3. $300 million principal amount of 3.85% senior notes due November 15, 2023

4. $450 million principal amount of 3.75% senior notes due February 15, 2024

5. $350 million principal amount of 3.40% senior notes due August 15, 2024

6. $400 million principal amount of 3.50% senior notes due June 15, 2025

7. $200 million principal amount of 3.50% senior notes due June 15, 2025

8. $600 million principal amount of 2.95% senior notes due March 1, 2026

9. $400 million principal amount of 3.30% senior notes due March 15, 2027

10. $1,150 million principal amount of 3.30% senior notes due December 1, 2027

11. $300 million principal amount of 4.65% senior notes due August 1, 2028

12. $3,000 million principal amount of 6.05% senior notes due March 1, 2034

13. $700 million principal amount of 5.80% senior notes due March 1, 2037

14. $250 million principal amount of 5.80% senior notes due March 1, 2037

15. $400 million principal amount of 6.35% senior notes due Feb 15, 2038

16. $550 million principal amount of 6.25% senior notes due March 1, 2039

17. $550 million principal amount of 5.40% senior notes due January 15, 2040

18. $250 million principal amount of 5.40% senior notes due January 15, 2040

19. $250 million principal amount of 4.50% senior notes due December 15, 2041

20. $400 million principal amount of 4.45% senior notes due April 15, 2042

21. $350 million principal amount of 3.75% senior notes due August 15, 2042

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22. $375 million principal amount of 4.60% senior notes due June 15. 2043

23. $500 million principal amount of 5.125% senior notes due November 15, 2043

24. $450 million principal amount of 4.75% senior notes due February 15, 2044

25. $225 million principal amount of 4.75% senior notes due February 15, 2044

26. $500 million principal amount of 4.30% senior notes due March 15, 2045

27. $100 million principal amount of 4.30% senior notes due March 15, 2045

28. $450 million principal amount of 4.25% senior notes due March 15, 2046

29. $400 million principal amount of 4.00% senior notes due December 1, 2046

30. $200 million principal amount of 4.00% senior notes due December 1, 2046

31. $850 million principal amount of 3.95% of senior notes due December 1, 2047

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 50

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SCHEDULE 4

Adjusted Rates for the Long-Term Utility Replacement Notes 

Name Maturity Principal Old Rate New Rate Change

Senior Unsecured Notes due Jun 2023 6/15/23 $375.0 3.25% 3.18% 0.07%

Senior Unsecured Notes due Aug 2023 8/1/23 500.0 4.25% 4.16% 0.09%

Senior Unsecured Notes due Nov 2023 11/15/23 300.0 3.85% 3.77% 0.08%

Senior Unsecured Notes due Feb 2024 2/15/24 450.0 3.75% 3.67% 0.08%

Senior Unsecured Notes due Aug 2024 8/15/24 350.0 3.40% 3.33% 0.07%

Senior Unsecured Notes due Jun 2025 6/15/25 600.0 3.50% 3.43% 0.07%

Senior Unsecured Notes due Mar 2026 3/1/26 600.0 2.95% 2.89% 0.06%

Senior Unsecured Notes due Mar 2027 3/15/27 400.0 3.30% 3.23% 0.07%

Senior Unsecured Notes due Dec 2027 12/1/27 1,150.0 3.30% 3.23% 0.07%

Senior Unsecured Notes due Aug 2028 8/1/28 300.0 4.65% 4.55% 0.10%

Senior Unsecured Notes due Mar 2034 3/1/34 3,000.0 6.05% 5.92% 0.13%

Senior Unsecured Notes due Mar 2037 3/1/37 950.0 5.80% 5.68% 0.12%

Senior Unsecured Notes due Feb 2038 2/15/38 400.0 6.35% 6.21% 0.14%

Senior Unsecured Notes due Mar 2039 3/1/39 550.0 6.25% 6.12% 0.13%

Senior Unsecured Notes due Jan 2040 1/15/40 800.0 5.40% 5.28% 0.12%

Senior Unsecured Notes due Dec 2041 12/15/41 250.0 4.50% 4.40% 0.10%

Senior Unsecured Notes due Apr 2042 4/15/42 400.0 4.45% 4.35% 0.10%

Senior Unsecured Notes due Aug 2042 8/15/42 350.0 3.75% 3.67% 0.08%

Senior Unsecured Notes due Jun 2043 6/15/43 375.0 4.60% 4.50% 0.10%

Senior Unsecured Notes due Nov 2043 11/15/43 500.0 5.13% 5.02% 0.11%

Senior Unsecured Notes due Feb 2044 2/15/44 675.0 4.75% 4.65% 0.10%

Senior Unsecured Notes due Mar 2045 3/15/45 600.0 4.30% 4.21% 0.09%

Senior Unsecured Notes due Mar 2046 3/15/46 450.0 4.25% 4.16% 0.09%

Senior Unsecured Notes due Dec 2046 12/1/46 600.0 4.00% 3.91% 0.09%

Senior Unsecured Notes due Dec 2047 12/1/47 850.0 3.95% 3.87% 0.08%

Total $15,775.0 4.67% 4.57% 0.10%

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 51

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SCHEDULE 5

PG&E Corp. New Money Commitment Group

1. Apollo Capital Management, L.P.

2. Canyon Capital Advisors LLC

3. Capital Research and Management Company

4. Citadel Advisors LLC

5. Davidson Kempner Capital Management LP

6. Elliott Management Corporation

7. Farallon Capital Management, L.L.C.

8. Oaktree Fund GP, LLC

9. Pacific Investment Management Company LLC

10. Theater Investor LLC (wholly owned by funds managed by OZ Management LP)

11. Third Point LLC

12. Varde Partners, Inc.

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 52

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SCHEDULE 6

New PG&E Corp. Senior Unsecured Notes Commitment Group

1. Apollo Capital Management, L.P.

2. Canyon Capital Advisors LLC

3. Capital Research and Management Company

4. Citadel Advisors LLC

5. Davidson Kempner Capital Management LP

6. Elliott Management Corporation

7. Farallon Capital Management, L.L.C.

8. Oaktree Fund GP, LLC

9. Pacific Investment Management Company LLC

10. Theater Investor LLC (wholly owned by funds managed by OZ Management LP)

11. Third Point LLC

12. Varde Partners, Inc.

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 53

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SCHEDULE 7

New Utility Secured Notes Commitment Group

1. Apollo Capital Management, L.P.

2. Canyon Capital Advisors LLC

3. Capital Research and Management Company

4. Citadel Advisors LLC

5. Davidson Kempner Capital Management LP

6. Elliott Management Corporation

7. Farallon Capital Management, L.L.C.

8. Oaktree Fund GP, LLC

9. Pacific Investment Management Company LLC

10. Theater Investor LLC (wholly owned by funds managed by OZ Management LP)

11. Third Point LLC

12. Varde Partners, Inc.

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 54

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EXHIBIT 1

New PG&E Corp. Senior Unsecured Notes Term Sheet

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 55

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EXHIBIT 2

New Utility Secured Notes Term Sheet

Case: 19-30088 Doc# 3452 Filed: 08/07/19 Entered: 08/07/19 17:40:06 Page 56

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