Exhibit A 

Mandatory Convertible Preferred Stock Term Sheet1

Term Sheet for 

5.00% Mandatory Convertible Preferred Stock 

 

Issuer: PG&E Corporation (“PG&E”) 

Title of Securities: 

 

5.00% Mandatory Convertible Preferred Stock of PG&E (the 

“Mandatory Convertible Preferred Stock”) 

Shares of Mandatory Convertible Preferred 

Stock Offered by PG&E: Up to [●] shares 

Offering Price: 

Issue Date: 

$1,000 per share of the Mandatory Convertible Preferred Stock

The Effective Date of the Plan 

Liquidation Preference: $1,000 per share 

Dividends: 

 

5.00% of the Liquidation Preference of $1,000 per share of the 

Mandatory Convertible Preferred Stock per year (equivalent to 

$50 per annum per share), when, as and if declared by the 

Board, payable in cash or, by delivery of additional shares of 

Mandatory Convertible Preferred Stock or any combination of 

cash and shares of Mandatory Convertible Preferred Stock, as 

determined by PG&E in its sole discretion 

 

Floor Price: 

 

100% of the Initial Price, subject to standard anti-dilution 

adjustments 

Dividend Payment Dates: 

 

If declared, January 1, April 1, July 1 and October 1 of each 

year, commencing on (TBD)

Dividend Record Dates: 

 

The March 15, June 15, September 15 and December 15 

immediately preceding the next dividend payment date 

Redemption: 

 

The Mandatory Convertible Preferred Stock will be redeemable 

on terms and conditions to be determined 

Initial Price: 

 

A per share price equal to (a) the greater of (i) an Implied P/E 

Multiple of 13.5 or (ii) the Implied P/E Multiple of a Permitted 

Equity Offering, times (b) the Normalized Estimated Net 

Income as of the Determination Date, divided by (c) the number 

of fully diluted shares of PG&E (calculated using the treasury 

stock method) that will be outstanding as of the Effective Date.

Threshold Appreciation Price: 

 

110% of the Initial Price, subject to standard ant-dilution 

adjustments 

 

1 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such 

terms in the Backstop Commitment Letters. 

Case: 19-30088 Doc# 3841-1 Filed: 09/09/19 Entered: 09/09/19 14:27:35 Page 1

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Mandatory Conversion Date: 

 

1/8th of the Mandatory Convertible Preferred Stock will convert

into PG&E common stock 90, 180, 270, 360, 450, 540, 630, 

and 720 days from Issue Date 

Conversion Rate: 

 

Upon conversion on the Mandatory Conversion Date, the 

conversion rate for each share of the Mandatory Convertible 

Preferred Stock will be not more than [●] shares of PG&E 

common stock (the “Maximum Conversion Rate”) and not less 

than [●] shares of PG&E common stock (the “Minimum 

Conversion Rate”), depending on the Applicable Market Value 

of the PG&E common stock subject to standard anti-dilution

adjustments. The following table illustrates the conversion rate 

per share of the Mandatory Convertible Preferred Stock (in 

each case, subject to standard anti-dilution adjustments): 

Applicable Market Value of

the PG&E Common Stock 

Conversion rate (number of shares of 

PG&E Common Stock to be received 

upon 

conversion of each share of the 

Mandatory Convertible Preferred 

Stock)

Greater than 110% of the Initial 

Price (which is the Threshold 

Appreciation Price) 

[●] shares (approximately equal to 

$1,000 divided by the Threshold 

Appreciation Price) 

Equal to or less than the Threshold 

Appreciation Price but greater than 

or equal to the Floor Price 

 

Between [●] and [●] shares, 

determined by dividing $1,000 by 

the Applicable Market Value of 

the PG&E common stock 

Less than the Floor Price 

 

[●] shares (approximately equal to 

$1,000 divided by the Floor Price)

Applicable Market Value: 

Conversion at the Option of the Holder: 

 

The “Applicable Market Value” shall be the 10-trading day VWAP 

immediately preceding the applicable Mandatory Conversion Date 

At any time prior to final Mandatory Conversion Date, holders of the 

Mandatory Convertible Preferred Stock have the option to elect to 

convert their shares of the Mandatory Convertible Preferred Stock in 

whole or in part (but in no event less than one share of the Mandatory 

Convertible Preferred Stock), into shares of PG&E common stock at the 

Minimum Conversion Rate of shares of PG&E common stock per share 

of the Mandatory Convertible Preferred Stock. This Minimum 

Conversion Rate is subject to standard anti-dilution adjustments. 

Limitation on Ownership No holder, together with persons who have a formal or informal 

understanding with such assignee to make a coordinated acquisition of 

stock, shall acquire beneficial ownership (within the meaning of Section 

382 and the Treasury Regulations) of more than 4.75% of the outstanding 

Mandatory Convertible Preferred Stock without the prior written consent 

of PG&E. 

 

 

Case: 19-30088 Doc# 3841-1 Filed: 09/09/19 Entered: 09/09/19 14:27:35 Page 2

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