Exhibit B

Alternative Plan Term Sheet

Case: 19-30088 Doc# 3940-2 Filed: 09/19/19 Entered: 09/19/19 14:03:36 Page 1

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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

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

Term Sheet for Plan of Reorganization 

September 19, 2019 

This term sheet (the “Term Sheet”) is proposed by the Official Committee of Tort 

Claimants (the “TCC”) and 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. 

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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: 

• $28.4 billion in new money investments in exchange for common stock of 

Reorganized PG&E Corp. (representing approximately 58.8% of the 

outstanding common stock of Reorganized PG&E Corp. on a fully diluted 

basis), 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, 20222

, (c) fund the creation of a trust (the “Fire Claims 

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

California fires listed in Schedule 1 attached hereto, equal to $24 billion in

cash and shares of common stock of Reorganized PG&E Corp. 

(representing approximately 39.5% of the outstanding common stock of 

Reorganized PG&E Corp. on a fully diluted basis) issued to the Fire Claims 

Trust and certain other fire consideration as set forth herein (“Aggregate 

Fire Consideration”) 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”);

• Reinstatement in full of the Long-Term Utility Unsecured Notes; 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

 

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

 Includes the Utility Unsecured Revolving Credit Facility Claims, Utility Unsecured Term Loan Claims, Short-Term 

Utility Unsecured Notes Claims and Utility Pollution Control Bond-Related Claims, each as defined below.

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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 

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 

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. 

Voting: Unimpaired – deemed to accept.

[TBD] 100% 

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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

4 

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% 

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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

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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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

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”).

Treatment: 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 – deemed to accept.

[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 – deemed to accept. 

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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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

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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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

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% 

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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

9 

Class 5B: 

Short-Term 

Utility 

Unsecured 

Notes Claims

Classification: Holders of claims arising under the 

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.3

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 ShortTerm Utility Unsecured Notes or Short-Term Utility 

Unsecured Notes Indentures and (iii) any prepayment 

premium, makewhole or other similar call protection 

under the applicable Short-Term Utility Unsecured 

Notes or Short-Term Utility Unsecured Notes 

Indentures. 

Voting: Unimpaired – deemed to accept. 

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.4

Treatment: On the Effective Date or as soon thereafter 

as is reasonably practicable, all Long-Term Utility 

Unsecured Notes shall be reinstated in full. All LongTerm Utility Unsecured Notes Claims relating to (i) 

accrued and unpaid interest as of the Petition Date and 

(ii) accrued and unpaid interest from the Petition Date 

through the Effective Date, shall be paid in full in cash 

Appx. $15.8 

billion

100% 

 

3

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

Unsecured Notes. 4

 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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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

10 

at the contract rate under the applicable Long-Term 

Utility Unsecured Notes or Long-Term Utility 

Unsecured Notes Indentures.

Voting: Unimpaired – deemed to accept. 

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 

“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 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, 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, PCB Revolving 

Facility, or Reimbursement Agreement. 

Voting: Unimpaired – deemed to accept. 

$863 million 100% 

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 – deemed to accept. 

[TBD] 100%

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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

11

Class 9B: Fire 

Victim Claims

General Procedures: With respect to all unsecured 

claims arising out of the prepetition Northern 

California wildfires and the Ghost Ship fire, including, 

but not limited to, any accrued and unasserted

unsecured claims as of the Effective Date related to the 

Fires (as defined below), of individuals, businesses, 

insurance subrogation claimants, nonprofits, charities, 

and any federal, state and local entities (including 

governmental and regulatory authorities and agencies)

for damages, losses, fines, penalties, punitive and/or 

exemplary damages, restitution, reimbursement, 

attorney’s fees, costs and/or interest, declaratory and/or 

injunctive relief (the “Fire Claims”), the aggregate 

maximum amount of consideration to be paid in respect 

of all Fire Claims will be the Aggregate Fire 

Consideration. 

The Reorganized Debtors will establish the Fire Claims 

Trust which will be funded with: (i) $12 billion in cash; 

(ii) $12 billion in shares of common stock of the 

Reorganized PG&E Corp. (at plan value); and (iii) the 

assignment of rights, claims, and causes of action as 

described in the Means for Implementation section, 

including rights under certain 2015/2016 insurance 

policies of the Debtors (collectively, the “Aggregate 

Fire Consideration”). Notwithstanding any other 

provision herein, the rights in and/or proceeds of the 

Debtors’ 2016 insurance policies that provide coverage 

to the Debtors in connection with the Ghost Ship fire 

shall be transferred to the Fire Claims Trust solely for 

the benefit of victims of the Ghost Ship fire and shall 

not be used to pay any other allowed claims; provided, 

however, the parties shall work together to ensure that 

coverage under the Debtors’ 2016 insurance policies 

shall be available to the Reorganized Debtors to pay 

claims not related to Ghost Ship. 

Fire Victim Claims – Any Fire Claim that is not a 

Subrogation Fire Claim (as defined below) or 

Governmental Fire Claim (as defined below).

Treatment: On the Effective Date, each holder of a Fire 

Victim Claim that has been allowed in accordance with

the procedures for allowance and payment of such 

claims as set forth in the Means for Implementation 

section (an “Allowed Fire Victim Claim”) shall be 

entitled to a claim against the Fire Claims Trust in full 

and final satisfaction, compromise, settlement, release, 

and discharge of such claim. 

$Unknown Unknown

% 

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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

12 

Treatment under Class 9B shall exclude Subrogation 

Fire Claims and Governmental Fire Claims which shall 

be treated in Classes 10B and 11B respectively. 

Voting: Impaired – entitled to vote.

Class 10B: 

Subrogated 

Fire Claims

General Procedures: same as apply to Class 9B above.

Subrogation Fire Claims – Any Fire 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 insurance policy (a 

“Subrogation Fire Claim”).

Treatment: On the Effective Date, each holder of a 

Subrogation Fire Claim that has been allowed in 

accordance with the procedures for allowance and 

payment of such claims as set forth in the Means for 

Implementation section (an “Allowed Subrogation

Fire Claim”) shall be entitled to a claim against the 

Fire Claims Trust in full and final satisfaction, 

compromise, settlement, release, and discharge of such 

claim. 

Voting: Impaired – entitled to vote.

$Unknown Unknown

% 

Class 11B: 

Governmental 

Fire Claims

General Procedures: same as apply to Class 9B above.

Governmental Fire Claims – Any Fire Claim arising 

in any way from and asserted by a federal, state or local 

government entity under applicable law or contract. 

Treatment: On the Effective Date, each holder of a 

Governmental Fire Claim that has been allowed in 

accordance with the procedures for allowance and 

payment of such claims as set forth in the Means for 

Implementation section (an “Allowed Governmental 

Fire Claim”) shall be entitled to a claim against the

Fire Claims Trust in full and final satisfaction, 

compromise, settlement, release, and discharge of such 

allowed claim.

Voting: Impaired – entitled to vote.

$Unknown Unknown

% 

Class 12B:

Other Utility

General

Classification: Holders of general unsecured claims 

(other than Other Utility Priority Claims, Utility 

Unsecured Revolving Credit Facility Claims, Utility 

[TBD] 100% 

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

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Unsecured

Claims

Unsecured Term Loan Claims, Short-Term Utility 

Unsecured Notes Claims, Long-Term Utility 

Unsecured Notes Claims, Fire 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.

Voting: Unimpaired – deemed to accept.

Class 13B:

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 14B: 

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 15B: 

Utility 

Classification: PG&E Corp. as holder of all 

outstanding common Interests in the Utility (the 

“Utility Common Interests”).

N/A 100%

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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.

MEANS FOR IMPLEMENTATION

Fire Claims 

Trust

On the Effective Date, the Reorganized Debtors will establish the Fire Claims Trust. 

The Fire Claims Trust will be funded with the Aggregate Fire Consideration will 

include (i) $12 billion in cash, (ii) $12 billion of shares of common stock of 

Reorganized PG&E Corp. (at plan value), and (iii) the assignment of rights, claims, 

and causes of action as described below in the Means for Implementation section, 

including rights under certain 2015/2016 insurance policies of the Debtors. 

As part of the Aggregate Fire Consideration, the Debtors shall also assign to the Fire 

Claims Trust any and all rights, claims, causes of action, and defenses related thereto

related directly or indirectly to any of the prepetition fires listed in Schedule 1 (the 

“Fires”) that the Debtors may have against any third party, including, without 

limitation, against vendors, suppliers, third party contractors and consultants 

(including those who provided services regarding PGE’s electrical system, system 

equipment, inspection and maintenance of the system, and vegetation management), 

and current and former directors and officers of the Debtors (to be mutually agreed 

upon by the TCC and the Ad Hoc Committee and included as an annex to the Plan). 

The Fire Claims Trust shall be administered by a trustee (the “Fire Claims Trustee”) 

and governed by an oversight committee (the “Fire Claims Trust Oversight 

Committee”) selected by the TCC. An agreement (the “Fire Claims Trust 

Agreement”) shall establish and set forth the provisions of the Fire Claims Trust. 

The Fire Claims Trust Agreement shall be in form and substance reasonably 

acceptable to the TCC.

The Fire Claims Trustee shall be selected by the TCC. The Fire Claims Trust 

Oversight Committee shall consist of three members, which shall be selected by TCC. 

The Fire Claims Trustee and the Fire Claims Trust Oversight Committee shall have 

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

duties under the Fire Claims Trust Agreement.

Allowance of Claims: The Trust Agreement will provide procedures for the holders 

of Fire Claims to resolve their claims, at their respective option, via a settlement 

matrix or allowed claim requirements and procedures approved by the TCC and the 

Court as part of plan confirmation, including mediation, streamlined binding 

arbitration procedures, or a jury trial to the extent a holder of Fire Claims is entitled 

to such a trial. The Court would retain jurisdiction over the Trust, Trustee, Oversight 

Committee, and administration of the Fire Claims Trust, subject to the terms of the 

Trust Agreement, until the Trust is terminated.

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Payment of Claims and Reserve: Given that the amount of the Trust is limited, the 

Trustee shall provide for an appropriate payment reserve, in his reasonable business 

judgment, to ensure equal payment for all holders of Fire Claims in accordance with 

applicable law. Neither the Plan nor the Trust Agreement shall elevate the priority 

of claims of holders of Subrogation Fire Claims over the claims of holders of Fire 

Victim Claims regardless of their status as allowed claims. The Trustee shall release 

reserves only when appropriate and it is clear that claimants will receive equitable 

distributions as described below. 

Unless otherwise ordered by the Court, in order to maintain an appropriate 

reserve, the Trustee shall pay one or more interim distributions on Allowed 

Fire Victim Claims, reserving a final distribution on such claims until the end 

of Trust administration after equal percentage payments have been made on

Allowed Fire Victim Claims. At that time, at the end of Trust administration, 

after each Allowed Fire Victim Claim has been paid in full, the Trustee may 

then and only then pay an Allowed Subrogation Fire Claim(s) that 

corresponds to the paid in full Allowed Fire Victim Claim. 

In the event that there are remaining funds after payment of all claims of the Fire 

Claims Trust, the excess funds remaining in the Fire Claims Trust (the “Excess Fire 

Claims Trust Funds”) shall be paid to the Wildfire Fund. 

Channeling 

Injunction

The Fire Claims Trust shall be the sole source of recovery for the Fire Claims against 

the Debtors. The Plan and order confirming the Plan (the “Confirmation Order”) 

shall channel all Fire Claims against the Debtors to the Fire 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 Fire Claims from seeking to 

recover on account of their Fire Claims against the Reorganized Debtors or any assets 

of the Reorganized Debtors, except with respect to any and all rights under and the 

proceeds of the Debtors’ insurance policies that provide coverage for the Fires (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 Fund in order to 

address future wildfire liability.

SOURCES OF PLAN FUNDING

Insurance 

Rights 

The parties shall work in good faith to determine whether and how to treat the 

Debtors’ insurance policies consistent with this term sheet. 

Up to $2.209 billion of the proceeds of 2017/2018 insurance policies of the Debtors 

will be used as a source of cash funding under the Plan. 

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

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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 $14,886,190,507 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 4

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 $5.5 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”) in exchange for $5.5 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. 

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 5

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

The Debtors shall use commercially reasonable efforts to have the Reorganized 

Utility issue, on the Effective Date, $7,978,610,000 in new secured notes 

(collectively, the “New Utility Secured Notes”) to third party investors in exchange 

for $7,978,610,000 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.

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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 to be executed in connection with this 

Plan Term Sheet (the “Commitment Letter”)) 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 6

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. 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. 1.5% of the maximum amount of New Utility Secured Notes issuable 

pursuant to this term sheet ($7,978,610,000) to the New Utility Secured 

Notes Commitment Group. 

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. 

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REGULATORY REQUIREMENTS

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

necessary or appropriate, all of the following approvals from the Federal Energy 

Regulatory Commission (“FERC”) (collectively, the “FERC Approvals”). The 

Debtors and Reorganized Debtors shall receive a final order, satisfactory to the Ad 

Hoc Committee, from the 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 or appropriate, approval satisfactory to the Ad Hoc Committee 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 or appropriate, a final order 

from FERC, satisfactory to the Ad Hoc Committee 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, satisfactory to the Ad Hoc Committee, with respect to any new 

or modified service tariffs under the FPA or NGA necessary or appropriate to 

implement the Plan, and shall receive approval or acceptance 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 all 

necessary or appropriate approvals, authorizations and final orders from the 

California Public Utilities Commission (“CPUC”) required to implement the Plan, 

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

reasonableness provided in Public Utilities Code section 451.1, in each case 

satisfactory to the Ad Hoc Committee, including, but not limited to: (a) successful 

conclusion of the ROE/Cap Structure Proceedings (as defined below); (b) approval 

of transfer of control over the Utility and any changes to PG&E’s corporate 

structure and authorizations for the Utility to operate as a utility, if required; (c) 

resolution of claims for monetary fines or penalties under the California Public 

Utilities Code for conduct prior to the Petition Date, (d) approval (or exemption 

from approval) of the overall financing structure and securities to be issued under 

the Plan; (e) approvals and determinations pursuant AB 1054 necessary for 

participation in the Wildfire Fund, including, but not limited to, a determination 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, 

and (f) approval that the Plan, including in regards to compensation for executive 

officers, complies with the requirements of Public Utilities Code section 8389 

(collectively, the “CPUC Determinations”).

The “ROE/Cap Structure Proceeding” shall mean the proceeding(s) before the

CPUC governing the authorized return on equity and regulated capital structure of 

the Utility. A successful conclusion of the ROE/Cap Structure Proceeding for 

purposes of this proceeding shall mean, either (x) a determination that the current 

authorized capital structure and a minimum of 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 for a period of 24 months from 

the Effective Date of the Plan, with the current authorized capital structure and/or a 

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minimum of 10.25% ROE, as relevant, to remain unchanged until expiration of the 

deferral period. 

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

receive approval from the Nuclear Regulatory Commission for the transfer of the 

license for the Diablo Canyon Power Plant (the “NRC Approval”).

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 TCC and each of its 

members, (v) the Fire Claims Trustee, (vi) the Fire 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 Persons5 (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 

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

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, 

 

5

 “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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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, the Ad Hoc 

Committee and each of its members and their professionals, the Creditors’ 

Committee and each of its members and their professionals, the TCC and each of its 

members and their professionals, 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.; 

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 

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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, 

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 

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

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

22 

(“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 

Leases

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.

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.

Case: 19-30088 Doc# 3940-2 Filed: 09/19/19 Entered: 09/19/19 14:03:36 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

23 

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 October 31, 2019; 

2. Order confirming such plan of reorganization entered no later than June 30, 

2020; and

3. Effective date of the plan of reorganization to occur no later than 60 days 

after the entry of the Confirmation Order. 

Conditions 

Precedent to 

Effective Date 

of Plan

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

1. A plan of reorganization that provides a binding cap on the recoveries to the 

holders of Fire Claims (including fines, penalties, reimbursement and other 

similar obligations) that shall not be greater than the Aggregate Fire

Consideration shall have been confirmed; 

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

substance acceptable to the Ad Hoc Committee and TCC, 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 Fire Claims Trust shall be have been established in accordance with the 

terms provided herein and the procedures in connection therewith shall be in 

form and substance acceptable to the TCC;

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

terms provided herein; 

6. the members of the Fire 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 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 and the TCC;

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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

24 

9. 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

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

are necessary or appropriate to implement and effectuate the Plan (including,

but not limited to, the FERC Approvals, the CPUC Determinations, and the 

NRC Approval) shall have been received.

Conditions 

Precedent to 

Funding

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

Investment, 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 recoveries to the 

holders of Fire Claims (including fines, penalties, reimbursement and other 

similar obligations) that shall not be greater than the Aggregate Fire

Consideration shall have been confirmed and the Effective Date shall have 

occurred;

2. There shall not have occurred one or more fires in the Debtors’ service 

territory after the Petition Date and prior to January 1, 2020 that is asserted 

by any person to arise out of the Debtors’ activities and that destroys or 

damages more than 500 dwellings or commercial structures (individually or 

in the aggregate); 

3. There shall not have occurred one or more fires on or after January 1, 2020 

destroying or damaging at least 500 dwellings or commercial structures 

(individually or in the aggregate) within PG&E’s service area at a time 

when the portion of PG&E’s system at the location of such fires was not deenergized;

4. 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

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

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

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

above, shall have been satisfied. 

7. 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. 

8. Each of the conditions to funding under the Commitment Letter shall have 

been satisfied or waived by all applicable parties thereto. 

Case: 19-30088 Doc# 3940-2 Filed: 09/19/19 Entered: 09/19/19 14:03:36 Page 25

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

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

25 

SCHEDULE 1

List of Northern California Fires Covered by Fire Claims Trust

1. Butte Fire (2015) 

2. 2017 North Bay Fires 

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) 

Case: 19-30088 Doc# 3940-2 Filed: 09/19/19 Entered: 09/19/19 14:03:36 Page 26

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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

26 

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 

Case: 19-30088 Doc# 3940-2 Filed: 09/19/19 Entered: 09/19/19 14:03:36 Page 27

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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# 3940-2 Filed: 09/19/19 Entered: 09/19/19 14:03:36 Page 29

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SCHEDULE 4

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.

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SCHEDULE 5

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# 3940-2 Filed: 09/19/19 Entered: 09/19/19 14:03:36 Page 31

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SCHEDULE 6

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# 3940-2 Filed: 09/19/19 Entered: 09/19/19 14:03:36 Page 32

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EXHIBIT 1

New PG&E Corp. Senior Unsecured Notes Term Sheet 

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EXHIBIT 2

New Utility Secured Notes Term Sheet

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