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AKIN GUMP STRAUSS HAUER & FELD LLP 

Michael S. Stamer (pro hac vice) 

Ira S. Dizengoff (pro hac vice) 

David H. Botter (pro hac vice) 

Abid Qureshi (pro hac vice) 

One Bryant Park 

New York, New York 10036 

Telephone: (212) 872-1000 

Facsimile: (212) 872-1002 

Email: mstamer@akingump.com 

 idizengoff@akingump.com 

 dbotter@akingump.com 

 aqureshi@akingump.com 

AKIN GUMP STRAUSS HAUER & FELD LLP 

Ashley Vinson Crawford (SBN 257246) 

580 California Street 

Suite 1500 

San Francisco, CA 94104 

Telephone: (415) 765-9500 

Facsimile: (415) 765-9501 

Email: avcrawford@akingump.com 

 

Counsel to the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

-andPACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

STATEMENT REGARDING STATUS OF 

COMPETING PLAN PROTOCOL AND AD 

HOC COMMITTEE PROPOSAL 

Status Conference 

Date: August 9, 2019 

Time: 11:30 a.m. (Pacific Time) 

Place: Courtroom 17 

 450 Golden Gate Ave, 16th Floor 

 San Francisco, CA 94102 

Hearing on Termination Motion 

Date: August 13, 2019 

Time: 9:30 a.m. (Pacific Time) 

Place: Courtroom 17 

 450 Golden Gate Ave, 16th Floor 

 San Francisco, CA 94102 

Re: Docket Nos. 2741, 3143 

Debtors. 

Affects PG&E Corporation

Affects Pacific Gas and Electric Company

Affects both Debtors 

*All papers shall be filed in the Lead Case, No. 

19-30088 (DM).

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The Ad Hoc Committee of Senior Unsecured Noteholders of Pacific Gas and Electric Company 

(the “Ad Hoc Committee”)1 in the above-captioned chapter 11 cases of Pacific Gas and Electric 

Company (the “Utility”) and PG&E Corporation (“PG&E” and, together with the Utility, the “Debtors”), 

by its undersigned counsel, Akin Gump Strauss Hauer & Feld LLP, hereby submits this statement (the 

“Statement”) regarding the status of the competing plan protocol and the Ad Hoc Committee Proposal.2

STATEMENT 

1. Upon the request of the CPUC, Governor Newsom and the Debtors for a two-week 

adjournment to the Termination Motion, the Court adjourned the hearing for three weeks in order to give 

the relevant parties in interest an opportunity to negotiate a “protocol,” a streamlined, orderly process 

for evaluating competing plan proposals outside the purview of this Bankruptcy Court—an 

unprecedented path. While the Ad Hoc Committee initially opposed the adjournment, the Ad Hoc 

Committee and its advisors worked in good faith to create a viable “protocol” for a fair competing plan 

process to ensure emergence from these chapter 11 cases by June 30, 2020, consistent with the 

requirements of AB 1054. These efforts included numerous discussions by the advisors to the Ad Hoc 

Committee with other parties in interest, including respective advisors to the CPUC and Governor 

Newsom, as well as providing a comprehensive and detailed list of issues, questions and comments 

following a review of the preliminary draft protocol prepared by the CPUC. 

2. Upon information and belief, no major stakeholder in these cases has found the protocol 

proposed by the CPUC to be acceptable or appropriate. At the July 24 hearing, the Ad Hoc Committee 

raised concerns that any protocol that allowed the Debtors’ to maintain ultimate decision-making 

authority over a competing plan process or granted the Debtors continued exclusivity, to the detriment 

of other potential plan proponents, would be untenable. The Ad Hoc Committee was similarly concerned 

that the proposed protocol being contemplated would deprive the Court of its basic and fundamental 

 

1

 The Ad Hoc Committee filed an amended verified statement pursuant to Rule 2019 of the Federal Rules of 

Bankruptcy Procedure on July 18, 2019 [Docket No. 3083]. 

2

 As defined in the Motion of the Ad Hoc Committee of Senior Unsecured Noteholders to Terminate the Debtors’ 

Exclusive Periods Pursuant to Section 1121(d)(1) of the Bankruptcy Code [Docket No. 2741] (the “Termination Motion”). 

All capitalized and undefined terms shall have the meaning ascribed to them in the Termination Motion or the Reply in 

Support of Motion of the Ad Hoc Committee of Senior Unsecured Noteholders to Terminate the Debtors’ Exclusive Periods 

Pursuant to Section 1121(d)(1) of the Bankruptcy Code [Docket No. 3143] (the “Reply”), as applicable.

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authority to consider competing plans and make the decisions expressly granted to bankruptcy courts by 

Congress in the Bankruptcy Code. 

3. The concerns expressed by the Ad Hoc Committee have not been addressed at all. And 

the concerns of other parties in interest have likewise not been seriously addressed. Thus, despite the 

good faith efforts of the Ad Hoc Committee and other stakeholders, consensus around a competing plan 

protocol cannot be achieved. As a result, the Ad Hoc Committee expects to prosecute its motion to 

terminate exclusivity at the hearing on August 13, 2019. 

4. Certain parties have argued in their objections that granting the Termination Motion will 

lead to the opening of “floodgates,” which could lead to “chaos” and delay these cases. Debtor 

Objection, 8; Objection of Certain PG&E Shareholders to Motion of the Ad Hoc Committee of Senior 

Unsecured Noteholders to Terminate the Debtors’ Exclusive Periods [Docket No. 3072], 2, 13. These 

arguments are meritless. This Court has both the authority and the discretion to implement an orderly 

process to consider competing plans. An orderly process, which only allows credible, financed plans to 

go forward for solicitation, will ensure that there is neither an opening of “floodgates” nor “chaos.” The 

massive capital required to bring these cases to a conclusion will serve as a natural “floodgate.” And 

there will be no chaos, because this Court can and will coordinate the steps necessary to vet potential 

plans while determining the legal issues vital to plan confirmation. 

5. In order to address any concern the Court may have regarding the process if exclusivity 

is terminated, and to enable these chapter 11 cases to move forward in an orderly manner to a June 30, 

2020 emergence, the Ad Hoc Committee has prepared for the Court’s consideration an alternative 

protocol (the “Alternative Protocol”), attached hereto as Exhibit A. The Ad Hoc Committee believes 

that the Alternative Protocol encourages competition by creating a level playing field for all parties and 

guarantees an impartial evaluation process, with the Court’s jurisdiction preserved to resolve any 

contested issues. In addition, by fixing certain minimum qualifying standards and a streamlined 

solicitation, discovery and confirmation process, the Alternative Protocol ensures effectiveness of a 

chapter 11 plan for these cases in advance of June 30, 2020. Any protest by the Debtors that such a 

controlled process is “chaos” is merely a self-serving effort by the Debtors and the Shareholder Group 

to maintain control of the process in perpetuity. Moreover, the Ad Hoc Committee believes that the 

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Alternative Protocol creates the right incentives for negotiations among major parties in interest, which 

has been noticeably absent for the first six months of these cases. Finally, the Alternative Protocol 

proposes a more appropriate timeline for the estimation process proposed by the Debtors, which the Ad 

Hoc Committee believes is necessary and appropriate to avoid undue delay in reaching a conclusion to 

these cases. 

6. The Ad Hoc Committee submits that the Alternative Protocol achieves the Governor’s 

publicly-stated goals for a competitive plan process. As the Court is aware, the Governor’s office 

supported a two week adjournment of the hearing on the Termination Motion in order to give parties in 

interest the opportunity to develop a “fully competitive, fair and transparent process.” Tr. of July 24, 

2019 Hearing, 47:18-23. Counsel to the Governor further stated that a “fully competitive process will 

allow the potential proposals to be brought forth, including proposals from existing stakeholders, 

municipalities, third-party purchasers, and any other party that may wish to participate, and will provide 

for the full and fair evaluation of those proposals in an open and transparent manner.” Id., 47:18-23. 

7. Despite the clear statement of the Governor to the contrary, the Debtors contend that 

Governor Newsom has “made it abundantly clear that termination of exclusivity is not the answer, with 

the chaos that necessarily will ensue.” Debtors’ Objection to Motion of the Ad Hoc Group of Subrogation 

Claim Holders to Terminate the Debtors’ Exclusive Periods Pursuant to Section 1121(d)(1) of the 

Bankruptcy Code [Docket No. 3388] (“Debtor Subrogation Objection”), 4. Nothing could be further 

from the truth. In no way can these statements supporting the development of a fair and competitive 

process be construed as opposition to the termination of exclusivity. In fact, the Governor opposed the 

Debtors’ request for a six-month extension of exclusivity, Limited Objection of Governor Gavin Newsom 

to Corrected Motion of Debtors Pursuant to 11 U.S.C. § 1121(d) to Extend Exclusive Periods [Docket 

No. 2006], and allowing the Debtors to maintain exclusivity with full control over the plan process is 

antithetical to the competitive process envisioned by the Governor. 

8. The Ad Hoc Committee believes the Debtors have made virtually no progress on a viable 

plan of reorganization and instead have chosen a course of action that favors shareholders at the expense 

of all creditors and ratepayers. Tellingly, as set forth in the Declaration of Alex Tracy in Support of the 

Statement Regarding Status of Competing Plan Protocol and Ad Hoc Committee Proposal, filed 

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contemporaneously herewith, the Debtors have not made any effort to discuss the Ad Hoc Committee 

Proposal with the Ad Hoc Committee or its advisors since the filing of the Termination Motion on June 

25, 2019, despite the fact that the Ad Hoc Committee proposes to provide the Debtors with up to $31 

billion of committed financing to emerge from chapter 11 on a timeframe that would allow it to qualify 

for the Wildfire Fund under AB 1054. 

9. Moreover, the Debtors concede in the Debtor Subrogation Objection that their ability to 

propose a plan of reorganization is entirely contingent on the passage of legislation in the next legislative 

session ending September 13, 2019, without which the Debtors will not be able to raise the 

unprecedented amount of tax-exempt equity securitization bonds needed to fund their prospective plan. 

As such, instead of engaging with the only source of committed financing, the Debtors intend to use next 

five weeks, all that is left of their exclusivity period, until the close of the next legislative session in 

California lobbying and pursuing passage of legislation that has already been rejected once by the 

California legislature. Id., 4 (“Certainly, the Exclusive Periods should remain in effect while the 

legislative process continues to unfold....”). And even if the Debtors were able to convince the 

legislature to reverse course and permit the potential issuance of these unprecedented tax-exempt bonds, 

it would be the first of many time-consuming and uncertain steps necessary for the Debtors to raise the 

substantial capital required to exit chapter 11 prior to June 30, 2020. In addition to the hurdles associated 

with regulatory approval of these new securitization bonds—which is in no way guaranteed given the 

substantial debt being added onto the Debtors’ already substantial debt burden—the Debtors’ ability to 

sell such a sizeable amount of debt in the market and to maintain an appropriate credit rating is highly 

uncertain. 

10. The parties in these cases simply do not have the time to wait for all such highly 

speculative contingencies to materialize, and this Court should not delay terminating exclusivity until 

after the legislative session ends. While the Debtors will no doubt contend that there is no harm to “wait 

and see” the legislative outcome (if any), this is untrue—the harm to these estates and creditors is 

substantial. The biggest reason is the calendar. If the Court denies the requests to terminate the exclusive 

periods, all parties will simply be back before the Court in September and October on either (i) a motion 

by the Debtors to further extend the exclusivity periods, which are currently set to expire on September 

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26, 2019, or (ii) further requests (or an adjournment of existing requests) to terminate the Debtors’ 

exclusive periods. In the interim, no progress will have been made towards developing viable, 

confirmable plans under a competitive process to ensure an emergence by June 30, 2020. 

11. Furthermore, as set forth in the Alternative Protocol proposed by the Ad Hoc Committee, 

there are a number of critical steps that must be accomplished on a tight timetable to meet the June 30, 

2020 deadline. Parties can adhere to this timetable only if exclusivity is terminated and the Alternative 

Protocol is implemented now. The Debtors’ proposed delay of termination will have significant negative 

effects on the overall plan process. For example, 

 There is no guarantee that the legislative session will produce any favorable outcome; 

and even if legislation is passed, there is no assurance that the Debtors will be able to 

propose any potentially confirmable plan based on any new legislation. 

 Certainly, if new legislation is not passed, and perhaps if it is, potential plan proponents 

would be forced to recommence negotiations regarding a competing plan protocol at a 

later date. This will endanger the overall timetable for the Debtors’ emergence from 

bankruptcy. 

 Further delay will stall or postpone efforts from other potential plan proponents to secure 

or confirm the financing necessary to formulate and propose a viable plan of 

reorganization. 

12. Terminating exclusivity now will allow a protocol to be timely put in place to position 

the estates to benefit from the competing plan process, regardless of the political outcomes. At its heart, 

the Debtors’ opposition to the exclusivity termination motions is nothing more than a thinly disguised 

effort to obtain an exclusivity “bridge” order that would have the practical effect of extending exclusivity 

through the end of October, at great risk to these estates and their constituents. By contrast, a termination 

of exclusivity will send a clear signal to these Debtors, and immediately foster a plan protocol that 

protects the estate by garnering potentially viable plan proposals under this Court’s supervision before 

it is too late. 

13. In the meantime, the Ad Hoc Committee has strengthened its proposal. As the Court is 

aware, certain parties questioned the credibility of the Ad Hoc Committee Proposal on the basis that it 

was lacking a commitment for the $5.5 billion in New Utility Secured Notes contemplated in the Term 

Sheet. See, e.g., Debtors’ Objection to Motion of the Ad Hoc Committee of Senior Unsecured 

Noteholders to Terminate the Debtors’ Exclusive Periods Pursuant to Section 1121(d)(1) of the 

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Bankruptcy Code [Docket No. 3075] (the “Debtor Objection”), 4 (“There is no commitment for the $5.5 

billion in new secured notes which have unspecified terms that must be unilaterally ‘acceptable to the 

Ad Hoc Committee.’ These new secured notes are to be funded by unnamed and unidentified ‘third 

party investors.’”). The Ad Hoc Committee maintains that the New Utility Secured Notes could be 

raised in a market transaction without any difficulty. However, in order to address any concerns 

regarding the ability of the Debtors to raise the New Utility Secured Notes in the market, the 

Commitment Parties agreed to revise the Commitment Letter to include a commitment for the entire 

$5.5 billion of New Utility Secured Notes.3 The Term Sheet was also further amended to reflect the 

additional commitment for the New Utility Secured Notes. The revised Commitment Letter and the 

second amended Term Sheet are attached as Exhibit B to this Statement. 

CONCLUSION 

14. The Ad Hoc Committee respectfully submits that it is critical to move these cases forward 

immediately so that the Debtors can satisfy the June 30, 2020 deadline under AB 1054. In order to do 

so, the Ad Hoc Committee believes it is time to put in place a realistic protocol for a competitive plan 

process that levels the playing field for any plan proponent that has a credible and potentially confirmable 

plan construct. The Ad Hoc Committee, therefore, respectfully requests that the Court terminate 

exclusivity and permit the Ad Hoc Committee to move forward with a plan of reorganization based on 

the Ad Hoc Committee Proposal, as well as adopt the Ad Hoc Committee’s Alternative Protocol to 

govern the competing plan process. 

 3

 The Debtors also alleged that the Ad Hoc Committee Proposal is “insufficient by at least $3.8 billion.” Debtor 

Objection, 15. As stated in the Reply, the Ad Hoc Committee lacks the information necessary to determine whether more 

funding is necessary. The Ad Hoc Committee has requested additional information from the Debtors in order to assess the 

Debtors’ funding needs. As stated in the Reply, the Ad Hoc Committee is willing to work in good faith to address any 

legitimate concerns the Debtors may have regarding the Ad Hoc Committee Proposal. Unfortunately, to date, the Debtors 

have been unwilling to engage with the Ad Hoc Committee. 

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Dated: August 7, 2019 AKIN GUMP STRAUSS HAUER & FELD LLP 

By: /s/ Ashley Vinson Crawford Ashley Vinson Crawford (SBN 257246) 

Michael S. Stamer (pro hac vice) 

Ira S. Dizengoff (pro hac vice) 

David H. Botter (pro hac vice) 

Abid Qureshi (pro hac vice) 

Counsel to the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company 

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Exhibit A 

Alternative Protocol 

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PG&E Competing Plan Protocol 

I. Participating Parties

(i) PG&E Corp. and Pacific Gas & Electric Company (the “Debtors”), (ii) Ad Hoc Committee of 

Senior Unsecured Noteholders, (iii) Ad Hoc Group of Subrogation Claimholders, (iv) Official 

Committee of Unsecured Creditors, (v) Official Committee of Tort Claimants, (vi) any creditor or 

other party in interest that intends to submit a credible plan proposal, (vii) California Public 

Utilities Commission (“CPUC”), (viii) Governor Newsom, and (ix) any combination of the 

foregoing. Participating Parties (i) through (vi) above are referred to as the “Potential Plan 

Proponents.” 

Any Potential Plan Proponent interested in submitting a proposed plan term sheet in accordance 

with this protocol shall, subject to execution of an appropriate confidentiality agreement (which 

may, at the Potential Plan Proponent’s option, provide for the conveyance of information on a 

professionals’ eyes only basis), be given immediate access to all non-privileged information 

regarding the Debtors as reasonably necessary to formulate a proposed plan term sheet, a specific 

disclosure statement, and a chapter 11 plan in accordance with this protocol, including business 

plans, financial statements and projections, information regarding individual wildfire claimants 

and subrogation claimants, and other liabilities of the Debtors. 

II. Submission of Plan Proposals 

Any Potential Plan Proponent wishing to submit a proposed chapter 11 plan for consideration in 

these cases must file with the Court, on or before [September 30, 2019], a proposed plan term 

sheet. Each plan term sheet must: 

a. specifically set forth all material terms and conditions of the proposed plan, 

including, but not limited to, (i) the classification and treatment of claims against 

and interests in each Debtor, including all wildfire claims, (ii) sources of funding 

for all plan distributions, (iii) impact on all non-creditor stakeholders, including 

employees and ratepayers, (iv) other means of implementation, (v) regulatory and 

governmental approvals needed for plan implementation, (vi) other conditions 

precedent to plan confirmation and effective date, including whether there is any 

proposed cap on aggregate wildfire liability, and (vii) any releases proposed to be 

given under the plan; 

b. be accompanied by a commitment letter executed by the applicable Potential Plan 

Proponent committing to provide any proposed funding contemplated under the 

applicable plan term sheet, which commitment letter shall state any conditions 

precedent to the financial commitments and any termination events and milestones 

that would allow the commitment parties to terminate the financing commitments; 

and 

c. provide for an effective date of the applicable plan of no later than June 30, 2020. 

Each Potential Plan Proponent shall, contemporaneous with the submission of its proposed plan 

term sheet, make initial disclosures to other Potential Plan Proponents consistent with FRCP 26, 

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including, but not limited to, financial and other information (including assumptions relating to 

claims) relied upon by the Potential Plan Proponent in formulating and drafting its proposed plan 

term sheet. 

III. Preliminary Determination as to Plans

On or before [October 10, 2019], any party in interest may file a response, not to exceed [10] 

pages, raising any preliminary objection as to the confirmability of any potential plan described in 

a plan term sheet. Any Potential Plan Proponent submitting a plan term sheet may file a reply, not 

to exceed [8] pages, to any objection received with respect to the Potential Plan Proponent’s term 

sheet by no later than [October 17, 2019]. 

On or before [October 21, 2019], the Court shall hold a hearing to make a determination as to 

whether any Potential Plan Proponent submitting a term sheet has a good faith argument with 

respect to the confirmability of any potential plan described in such plan term sheet, taking into 

account, among other things, the sufficiency of any funding to be provided under the proposed 

plan, the financial wherewithal of each party committing to provide such funding, whether the 

treatment of claims and interests is in accordance with applicable bankruptcy law, the impact of 

the proposed plan on other constituencies (including, but not limited to, employees, ratepayers, 

and renewable contract counterparties), and whether the proposed plan otherwise appears to be 

feasible and in accordance with the requirements of section 1129 based on the Court’s preliminary 

assessment. 

To the extent the Court determines that a Potential Plan Proponent submitting a plan term sheet 

does not have a good faith argument with respect to confirmability, such Potential Plan Proponent 

shall have ten (10) business days to submit a revised plan term sheet remedying any defect as to 

confirmability identified by the Court. Any Potential Plan Proponent submitting (i) a plan term 

sheet for which the Court determines there is a good faith argument as to confirmability or (ii) a 

revised plan term sheet that cures any potential defect in accordance with the foregoing sentence, 

shall be deemed a “Qualified Plan Proponent.” Plan exclusivity shall be terminated immediately 

solely for any Qualified Plan Proponent. 

All parties’ rights with respect to plan confirmation shall be preserved, and any preliminary 

determination made by the Court at this stage shall (i) not prejudice any party’s right to 

subsequently object to plan confirmation on any ground and (ii) not be subject to any doctrine of 

res judicata (or similar doctrines) in any ultimate confirmation proceedings based on the Court’s 

preliminary determination. 

Any Potential Plan Proponent submitting a plan term sheet pursuant to this process shall not be 

subject to any plan objection, vote designation, request for equitable subordination, or allegation 

of bad faith based on its participation in the plan term sheet submission process described herein. 

In addition, Potential Plan Proponents shall be permitted to discuss their respective plan term 

sheets and any issues related thereto, with other Potential Plan Proponents, the Governor, the 

CPUC, and/or their advisors at any time throughout the Protocol process. 

IV. Submission of Specific and General Disclosure Statements 

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The Debtors shall prepare a general disclosure statement containing general information 

customarily included in disclosure statements, including descriptions of the Debtors’ operations, 

events leading to the filing of these cases, events during these cases, prepetition claims and 

interests and, on or before [November 12, 2019], shall circulate such general disclosure document 

to (i) any Qualified Plan Proponent, (ii) CPUC, and (iii) Governor Newsom. Each such party 

shall have [14] days from the date of receipt thereof to provide comments on the general disclosure 

statement to the Debtors. Any dispute as to the contents of the general disclosure statement shall 

be resolved by the Court. 

On or before [November 12, 2019], the Debtors shall deliver to the Qualified Plan Proponents a 

valuation analysis, liquidation analysis, and proposed three-year and five-year budgets for the 

reorganized Debtors that Qualified Plan Proponents can use in connection with specific disclosure 

statement documents (discussed below). The Qualified Plan Proponents may, but are not required 

to, rely on such analyses and budgets, but the Debtors’ delivery thereof is without prejudice to the 

rights of such parties to develop their own analyses and budgets for use in connection with 

disclosure statement documents. 

On or before [November 30, 2019], the Debtors shall file the general disclosure statement and each 

Qualified Plan Proponent shall file (i) its proposed plan of reorganization and (ii) a specific 

disclosure statement describing that proponent’s plan of reorganization (that does not include the 

general information contained in the general disclosure statement). 

Such documents shall be simultaneously submitted to CPUC, which will conduct proceedings in 

which ratepayers and other parties will have the right to be heard in compliance with applicable 

law.1

 Prior to the date of the hearing on approval of disclosure statements, CPUC shall make an 

initial determination as to whether each proposed plan of reorganization is compliant with 

applicable regulatory law and CPUC policy, based on, among other things, proposed governance 

structure, financing structure, consistency with state safety and climate goals, impact on 

ratepayers, and other factors set forth in AB No. 1054, CPUC orders, and the Public Utilities Code. 

The initial determination made by the CPUC shall not constitute a final determination of regulatory 

approval, and the CPUC’s rights to make a final determination shall be preserved with respect to 

the ultimate plan of reorganization confirmed in these cases. 

V. Solicitation Procedures 

Qualified Plan Proponents shall work in good faith on agreed solicitation procedures and, on or 

before [December 16, 2019], shall file a motion and joint statement as to proposed solicitation 

procedures describing (i) all agreed upon solicitation procedures and (ii) aspects of the solicitation 

procedures as to which the parties disagree. Each Qualified Plan Proponent shall file a separate 

statement, not to exceed [10] pages, setting forth its position on aspects of the solicitation 

procedures as to which the parties disagree. 

 

1

 Nothing contained herein is intended to limit or otherwise affect such proceedings. 

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VI. Objections and Hearing on Disclosure Documents 

On or before [February 14, 2020], parties in interest shall file any objections to the general 

disclosure statement, specific disclosure statements, and proposed solicitation procedures. Replies 

to any objections shall be filed no later than [February 21, 2020]. 

A hearing shall be held on [February 28, 2020] to consider approval of the general disclosure 

statement and specific disclosure statements and proposed solicitation procedures, including 

deadlines for submitting ballots voting on the respective plans and a proposed confirmation 

hearing. If there are more than three potential confirmable plans, the Court shall have discretion 

to limit its approval to three specific disclosures statements and authorize the solicitation of the 

three plans associated with such disclosure statements. Promptly following approval of any 

specific disclosure statements, such statements and the proposed plans associated therewith shall 

be submitted to CPUC with a determination from CPUC as to approval of the transactions 

described in the proposed plans by no later than [April 14, 2020]. 

VII. Plan Confirmation Discovery

Participating Parties shall work in good faith on an agreed upon fact and expert witness discovery 

schedule in connection with plan confirmation proceedings and a briefing schedule for plan 

confirmation, with a plan confirmation hearing scheduled to commence by [April 15, 2020] with 

a Court ruling on confirmation by no later than [May 15, 2020]. Any disputes as to such schedules 

shall be resolved by the Court. The Plan effective date shall occur no later than [June 30, 2020]. 

 

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Appendix A: Estimation Proceedings 

The estimation proceedings as to aggregate wildfire liability shall proceed in accordance with the 

following schedule:2

Phase 1: Estimation of the Debtors’ Liability for Claims Arising from the Tubbs Fire 

Proposed pre-hearing schedule Two weeks after entry of the Proposed Order 

Hearing on Tubbs Fire Beginning October 7, 2019, for three weeks 

Phase 2: Final Estimation Hearing (For Voting, Feasibility and Distribution Purposes) 

Proposed pre-hearing schedule, to include 

briefing schedule on inverse condemnation 

following Hearing on Tubbs Fire 

Three weeks after entry of the Proposed Order 

Conclusion of estimation hearing January 15, 2020 

Any Qualified Plan Proponent whose plan cannot satisfy a condition precedent to confirmation or 

effectiveness based on the estimation ruling shall (i) withdraw its plan and accompanying specific 

disclosure statement or (ii) within fourteen (14) days after the date the Court issues its ruling on 

the estimation of wildfire claims, modify its plan and accompanying specific disclosure statement 

to ensure the Court’s estimation ruling will not result in any failure of a condition precedent to 

confirmation or effectiveness. 

 

2

 As set forth in more detail in the Ad Hoc Committee of Senior Unsecured Noteholders’ Joinder and Response to 

the Debtors’ Motion Pursuant to 11 U.S.C. §§ 105(a) and 502(c) for the Establishment of Wildfire Claims 

Estimation Procedures and Response to the Court’s Questions Raised at the July 24, 2019 Hearing, filed 

contemporaneously herewith, the Ad Hoc Committee has proposed an estimation proceeding schedule that is 

modified from the schedule proposed by the Debtors in their estimation motion. 

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Exhibit B 

Amended Commitment Letter 

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August 7, 2019

PG&E Corporation

77 Beale Street

P.O. Box 770000

San Francisco, California 94177

Re: Amended and Restated Commitment

Ladies and Gentlemen:

Reference is hereby made to the chapter 11 bankruptcy cases, lead case no. 19-30088 (the 

“Chapter 11 Cases”), currently pending before the United States Bankruptcy Court for the District of 

Northern California (the “Bankruptcy Court”), in which PG&E Corporation (“PG&E”) and Pacific Gas 

and Electric Company (the “Utility” and together with PG&E, the “Debtors”) are debtors. Reference is 

further made to (i) a Chapter 11 plan of reorganization (the “Plan”) to be filed with the Bankruptcy Court 

to implement the terms and conditions of the reorganization of the Debtors contemplated by the plan term 

sheet attached hereto as Exhibit A (the “Plan Term Sheet”) and (ii) a disclosure statement that will 

accompany the Plan (the “Disclosure Statement”). Reference is further made to that certain commitment 

letter dated July 16, 2019 from the Commitment Parties (as defined below) (the “July Commitment 

Letter”). This commitment letter (this “Commitment Letter”) amends and restates the July Commitment 

Letter in its entirety. Capitalized terms used in this Commitment Letter but not otherwise defined shall 

have the meanings ascribed to them in the Plan Term Sheet. 

The Plan, among other things, shall provide that (i) Reorganized PG&E Corp. issue shares of 

Reorganized PG&E Corp. Common Stock to the Commitment Parties set forth on Schedule 1(a) in 

consideration for at least $19,000,000,000 and up to $20,000,000,000 in cash (the “Common Stock 

Issuance”), (ii) Reorganized PG&E Corp. issue at least $4,000,000,000 and up to $5,400,000,000 in new

senior unsecured notes with the terms described in the Plan Term Sheet and on Exhibit B hereto to the

Commitment Parties set forth on Schedule 1(b) hereto in consideration for at least $4,000,000,000 and up 

to $5,400,000,000 in cash (the “Senior Unsecured Notes Issuance”) and (iii) the Reorganized Utility 

may, subject to the terms hereof, issue $5,500,000,000 in new secured notes with the terms described on 

Exhibit C hereto to the Commitment Parties set forth on Schedule 1(c) hereto in consideration for 

$5,500,000,000 in cash (the “New Utility Secured Notes Issuance”). The percentage of the fully diluted 

Reorganized PG&E Corp. Common Stock represented by the Common Stock Issuance and the Senior 

Unsecured Notes Issuance will be as set forth on Exhibit D hereto.

1. To provide assurances that the Common Stock Issuance, the Senior Unsecured Notes 

Issuance and the New Utility Secured Notes Issuance will be fully funded, the undersigned (each a 

“Commitment Party” and, collectively, the “Commitment Parties”) hereby agree as follows:

a. Subject to the terms and conditions herein and the Plan Term Sheet (including 

without limitation the payment of fees to the Commitment Parties described herein and therein), each 

Commitment Party, solely on behalf of itself or certain of its affiliates hereby severally, and not jointly 

and severally, agrees to commit to purchase on the Effective Date (i) the number of shares of Reorganized 

PG&E Common Stock representing a fully diluted ownership percentage of 85% for $19,000,000,000 and 

95% for $20,000,000,000 as described on Exhibit D hereto, in accordance with the respective percentages

and dollar amounts set forth opposite such Commitment Party’s name on Schedule 1(a) hereto, (ii) the

amount of New PG&E Senior Unsecured Notes set forth opposite such Commitment Party’s name on 

Schedule 1(b) hereto and (iii) in the event that the Reorganized Utility fails to issue all or a portion of the 

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

reasonable efforts to issue such notes to third party investors, up to the amount of New Utility Secured 

Notes set forth opposite such Commitment Party’s name on Schedule 1(c) hereto (which shall be 

allocated to the Commitment Parties on a pro rata basis based upon the commitment percentages set forth 

on Schedule 1(c)) to fund any such shortfall (collectively, with respect to each Commitment Party, the 

“Commitment”). Notwithstanding anything in this Commitment Letter to the contrary, the aggregate 

Commitment of all of the Commitment Parties hereunder shall not exceed $30,900,000,000. For the 

avoidance of doubt, each component of the Commitment described in Sections 1(a)(i)-(iii) is conditioned 

upon each other component of the Commitment (except to the extent that all of the New Utility Secured 

Notes are issued to third party investors as contemplated herein) and in no event shall any Commitment 

Party be required to fund a component of the Commitment on a stand-alone basis.

b. Each Commitment Party, on behalf of itself or certain of its affiliates, will satisfy 

its respective Commitment by funding its respective Commitment obligations in accordance with the 

terms and subject to the conditions to be set forth in the Plan Documents (as defined below) governing the 

Common Stock Issuance, the Senior Unsecured Notes Issuance and the New Utility Secured Notes 

Issuance (if applicable) as described below.

c. The Debtors shall use commercially reasonable efforts to have the Reorganized 

Utility issue on the Effective Date the New Utility Secured Notes to third party investors on terms that are 

acceptable to the Commitment Threshold (as defined below) and at least as favorable to the Reorganized 

Utility as the terms described on Exhibit C hereto. The Commitment Parties agree to use commercially 

reasonable efforts to structure the Common Stock Issuance and the Senior Unsecured Notes Issuance 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.

2. The consummation of the Common Stock Issuance, the Senior Unsecured Notes Issuance 

and the New Utility Secured Notes Issuance (if applicable), will occur pursuant to definitive written 

agreements consistent with the Plan Term Sheet and approved by Commitment Parties representing at 

least two-thirds of the aggregate Commitment hereunder (the “Commitment Threshold”), in the sole 

discretion of the Commitment Parties constituting the Commitment Threshold, and will be subject to, 

among other things, (x) the negotiation, execution and delivery of such definitive agreements for the 

Common Stock Issuance, the Senior Unsecured Notes Issuance, the New Utility Secured Notes Issuance 

(if applicable) and the Plan, including, without limitation, all commitment agreements, purchase 

agreements, indentures, security documents, mortgages, registration rights agreements, revised certificates 

of incorporation and bylaws of Reorganized PG&E (which shall contain customary terms and conditions 

and customary ownership limitations in order to preserve the tax attributes of the Debtors after the 

Effective Date) and other similar agreements and documentation required to be entered into on the 

Effective Date under the terms of the Plan (collectively, the “Plan Documents”), in form and substance 

satisfactory to the Commitment Threshold, in the sole discretion of the Commitment Parties constituting 

the Commitment Threshold, and (y) receipt of any necessary or advisable governmental, contractual, 

regulatory or other requisite consents or approvals in connection with the Common Stock Issuance, the 

Senior Unsecured Notes Issuance, the New Utility Secured Notes Issuance and the other transactions 

contemplated by the Plan; provided, that, each Commitment Party’s consent shall be required for any 

provision included in the Plan Documents that increases such Commitment Party’s Commitment 

hereunder or would have a materially adverse and disproportionate effect on such Commitment Party. 

Upon approval of the Plan Documents by the Commitment Threshold, notice of such approval will be 

provided to each of the Commitment Parties along with copies of the Plan Documents. The agreements 

and obligations of the Commitment Parties pursuant to this Commitment Letter, including each 

Commitment Party’s respective Commitment, are further expressly conditioned upon and subject to the 

satisfaction or written waiver by the Commitment Threshold, in the sole discretion of the Commitment 

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Parties constituting the Commitment Threshold, at or prior to the Effective Date of each of the following 

conditions:

a. the satisfaction of the conditions set forth in the Plan Term Sheet and, other than

the funding of the Common Stock Issuance, the Senior Unsecured Notes Issuance and the New Utility 

Secured Notes Issuance (if such notes are issued to the Commitment Parties), the satisfaction of all of the 

other conditions to the Effective Date provided for in the Plan and the Plan Documents; 

b. all of the covenants and obligations that the Debtors are required to comply with 

or to perform pursuant to the Plan Documents at or prior to the Effective Date shall have been complied 

with and performed in all material respects, including the payment by the Debtors of all fees 

contemplated therein;

c. the Plan Documents shall have been executed and delivered by each of the 

parties thereto;

d. the Bankruptcy Court shall have entered the Confirmation Order, such 

Confirmation Order shall be a final order (the Plan in the form confirmed by the Bankruptcy Court, the 

“Confirmed Plan”), and such Confirmation Order shall authorize and approve the transactions 

contemplated herein and in the Plan Term Sheet and all other consideration and fees contemplated herein

and in the Plan Term Sheet;

e. no result, occurrence, fact, change, event, effect, violation, inaccuracy, or 

circumstance (whether or not constituting a breach of a representation, warranty or covenant set forth in 

the Plan or any Plan Document) that, individually or in the aggregate with any such other results, 

occurrences, facts, changes, events, effects, violations, inaccuracies, or circumstances, (i) would have or 

would reasonably be expected to have a material adverse effect on the business, operations, assets, 

liabilities, capitalization, financial performance, condition (financial or otherwise) or results of operations, 

in each case, of the Debtors as a whole, or (ii) would reasonably be expected to prevent or materially 

impair or delay the ability of the Debtors or the Commitment Parties to consummate the transactions 

contemplated by this Commitment Letter, the Plan Term Sheet, the Plan or the other Plan Documents or 

perform their obligations hereunder or thereunder (each a “Material Adverse Effect”) shall have 

occurred; provided, however, that the filing of the Chapter 11 Cases, and the fact that the Debtors are 

operating in bankruptcy and the effects reasonably expected to result therefrom, shall not constitute a 

Material Adverse Effect;

f. the Debtors shall have each operated its business in the ordinary course of 

business and consistent with its historical practices, other than any deviations from operations in the 

ordinary course of business pursuant to an order issued by the Bankruptcy Court; and

g. 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.

3. Each Commitment Party may terminate this Commitment Letter, solely as to itself, by 

written notice to legal counsel to the Ad Hoc Committee, on or after the occurrence of any of the 

following: 

a. the Plan, on terms and conditions materially consistent with the Plan Term Sheet, 

and the Disclosure Statement shall not have been filed on or before September 16, 2019;

b. the Confirmation Order, in form and substance reasonably acceptable to the 

Commitment Threshold, has not been entered by the Bankruptcy Court on or before May 15, 2020;

c. the Effective Date shall not have occurred on or before June 30, 2020;

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d. the Plan Documents, as approved by the Commitment Threshold pursuant to the 

terms of Section 2 above, (i) are not consistent with the material terms and conditions of this 

Commitment Letter, including the Plan Term Sheet or (ii) include one or more provisions that would have

a materially adverse and disproportionate effect on such Commitment Party and the applicable 

Commitment Party has not consented to the inclusion of such provision(s);

e. the occurrence of a Material Adverse Effect; 

f. the failure of either of the Debtors to operate its business in the ordinary course 

of business and consistent with its historical practices; 

g. there is in effect an order (whether permanent or preliminary) of a governmental 

authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of 

any of the transactions contemplated by the Plan Term Sheet or the Plan, or any law, statute, rule, 

regulation or ordinance is adopted that makes consummation of the transactions contemplated by the Plan 

Term Sheet or the Plan illegal or otherwise prohibited; or

h. the occurrence or discovery of any state of facts, change, event, development, 

circumstance or condition that causes any of the conditions precedent set forth in the Plan Term Sheet, the 

Plan or the Plan Documents to not be capable of being satisfied.

Upon termination of this Commitment Letter as to a Commitment Party (such terminating Commitment 

Party, a “Terminating Commitment Party”) pursuant to any of Section 3(a) through (h), this 

Commitment Letter shall be void and of no further force or effect solely with respect to such Terminating 

Commitment Party, such Terminating Commitment Party shall be released from its commitments, 

undertakings and agreements under or related to this Commitment Letter, including its Commitment, 

except as explicitly provided herein and there shall be no liability or obligation on the part of such 

Terminating Commitment Party hereunder, except as explicitly provided herein. Upon notice from a 

Terminating Commitment Party of such termination, each non-terminating Commitment Party (a “NonTerminating Commitment Party”) may, by written notice within thirty (30) days of receipt of such 

notice, notify the other Non-Terminating Commitment Parties in writing of such Non-Terminating 

Commitment Party’s election to assume such Terminating Commitment Party’s Commitment on the 

terms and conditions hereof (such Commitment to be allocated on a pro rata basis based on each such 

Non-Terminating Commitment Party’s existing Commitment in the event that more than one NonTerminating Commitment Party exercises its right to assume such Commitment). In the event that the 

Non-Terminating Commitment Parties do not elect to assume, in the aggregate, all of a Terminating 

Commitment Party’s Commitment hereunder, the Commitment Parties included in the Commitment 

Threshold shall use their respective commercially reasonable efforts to have the remaining portion of such 

Commitment assumed by a third-party investor on the terms and conditions hereof. In the event that there 

is a Terminating Commitment Party hereunder and the Commitment of such Terminating Commitment 

Party has not been assumed by a Non-Terminating Commitment Party or a third-party investor within 

forty-five (45) days of the applicable termination, the Commitment Parties shall provide prompt notice of 

such termination to the Debtors. 

This Commitment Letter shall automatically terminate in the event the Plan Documents have not been 

approved by the Commitment Threshold subject to Section 2 above and executed and delivered by the 

applicable parties thereto on or before the date that is the voting deadline for the Plan. This Commitment 

Letter shall be automatically superseded by the Plan Documents governing the Common Stock Issuance, 

the Senior Unsecured Notes Issuance and the New Utility Secured Notes Issuance upon the execution and 

delivery of such Plan Documents by the Commitment Parties and the other applicable parties thereto.

Upon any supersession or termination of this Commitment Letter pursuant to this Section 3, this 

Commitment Letter shall be void and of no further force or effect, each Commitment Party shall be 

released from its commitments, undertakings and agreements under or related to this Commitment Letter, 

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including the Commitment, and there shall be no liability or obligation on the part of any Commitment 

Party hereunder.

4. In the event that (a) the Commitment Threshold approves the Plan Documents as 

contemplated in Section 2 or waives, pursuant to Section 3, any condition set forth in Section 2 (each a, 

“Commitment Threshold Action”) and (b) within five (5) business days after such Commitment 

Threshold Action, one or more Commitment Parties have not approved or consented to such Commitment 

Threshold Action, but have not terminated this Commitment Letter as to itself pursuant to Section 3

above, at the discretion of the Commitment Threshold each such non-consenting Commitment Party may 

be designated a “Terminating Commitment Party” hereunder following receipt of notice of such proposed 

designation at least five (5) business days prior to such designation. Upon such designation the applicable 

non-consenting Commitment Party’s Commitment shall be automatically terminated as described in 

Section 3 above and such Commitment shall be available for assumption pursuant to the terms of Section 

3 above. For the avoidance of doubt, if a Commitment Party is designated as a Terminating Commitment 

Party pursuant to this Section 4, this Commitment Letter shall be void and of no further force or effect as 

to such Commitment Party, such Commitment Party shall be released from its commitments, 

undertakings and agreements under or related to this Commitment Letter, including the Commitment, and 

there shall be no liability or obligation on the part of such Commitment Party hereunder.

5. Each Commitment Party hereby represents and warrants, on a several (not joint and 

several) basis and solely as to itself, that (a) it has all limited partnership, corporate or other power and 

authority necessary to execute, deliver and perform this Commitment Letter, (b) the execution, delivery 

and performance of this Commitment Letter by it has been duly and validly authorized and approved by 

all necessary limited partnership, corporate or other organizational action by it, (c) this Commitment 

Letter has been duly and validly executed and delivered by it and, assuming due execution and delivery 

by the other parties hereto, constitutes a valid and legally binding obligation of it, enforceable against it in 

accordance with the terms of this Commitment Letter, (d) the execution, delivery and performance by 

such Commitment Party of this Commitment Letter do not (i) violate the organizational documents of 

such Commitment Party or (ii) violate any applicable law or judgment, (e) as of the Effective Date, its 

Commitment is less than the maximum amount that it or any of its affiliates that may provide the 

Commitment is permitted to invest in any one portfolio investment pursuant to the terms of its constituent 

documents or otherwise and (f) it will have, or its affiliates that may provide the Commitment will have, 

in the aggregate, as of the Effective Date, available funds at least in the sum of its Commitment 

hereunder.

6. This Commitment Letter (a) is not assignable by any of the Commitment Parties without 

the prior written consent of a majority of the Commitment Parties and any purported assignment without 

such consent shall be null and void ab initio; provided, however, each Commitment Party may assign its 

Commitment, in whole or in part, to another Commitment Party or such Commitment Party’s affiliate to

the extent such assignee Commitment Party agrees in writing to assume all obligations hereunder of such 

Commitment Party in connection with such Commitment, and (b) is intended to be solely for the benefit 

of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any 

person or entity other than the parties hereto. Notwithstanding the foregoing, a Commitment Party may 

assign all or any portion of its obligations hereunder to (i) an affiliate of such Commitment Party, (ii) an 

investment fund or separately managed account the primary investment advisor or sub-advisor to which is 

a Commitment Party or an affiliate thereof or (iii) a “qualified institutional buyer” (as defined in Rule 

144A under the Securities Act of 1933, as amended), without the consent of any party; provided,

however, that the Commitment Party shall not be relieved of its obligations hereunder in the event that 

such assignee(s) under clause (i) or (ii) above does not fulfill the obligations hereunder so assigned.

7. This Commitment Letter, including all exhibits and schedules hereto, constitutes the 

entire understanding among the parties hereto with respect to the subject matter hereof and replaces and 

supersedes all prior agreements and understandings, both written and oral, between the parties hereto with 

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respect to the subject matter hereof and shall become effective and binding upon the mutual exchange of 

fully executed counterparts by each of the parties hereto.

8. This Commitment Letter shall be governed by, and construed in accordance with, the 

internal laws of the State of New York, without giving effect to the principles of conflict of laws that 

would require the application of the law of any other jurisdiction. By its execution and delivery of this 

Commitment Letter, each of the parties hereto irrevocably and unconditionally agrees for itself that any 

legal action, suit or proceeding against it with respect to any matter under or arising out of or in 

connection with this Commitment Letter or for recognition or enforcement of any judgment rendered in 

any such action, suit or proceeding, may be brought in the Bankruptcy Court. By execution and delivery 

of this Commitment Letter, each of the parties hereto irrevocably accepts and submits itself to the 

exclusive jurisdiction of the Bankruptcy Court with respect to any such action, suit or proceeding. EACH 

PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR 

PROCEEDING REFERRED TO ABOVE.

9. This Commitment Letter may not be amended or waived except in writing signed by each 

of the parties hereto. This Commitment Letter may be executed in any number of counterparts, each of 

which will be an original, and all of which, when taken together, will constitute one agreement. Delivery 

of an executed counterpart of this Commitment Letter by e-mail or portable document format (PDF) will 

be effective as delivery of a manually executed counterpart of this Commitment Letter.

10. Notwithstanding anything that may be expressed or implied in this Commitment Letter, 

each party hereto acknowledges and agrees that no person other than the Commitment Parties (and their 

permitted assigns) shall have any obligation hereunder (subject to the limitations provided herein) or in 

connection with the transactions contemplated hereby and that (a) notwithstanding that any Commitment 

Party may be a partnership, limited partnership or limited liability company, no recourse (whether at law, 

in equity, in contract, in tort or otherwise) hereunder or under any document or instrument delivered in 

connection herewith, or in respect of any oral representations made or alleged to be made in connection 

herewith or therewith, shall be had against any former, current or future direct or indirect equity holder, 

controlling person, general or limited partner, shareholder, member, investment manager or adviser, 

manager, director, officer, employee, agent, affiliate, assignee, representative or financing source of any 

of the foregoing) (any such person or entity, other than such Commitment Party, a “Related Party”) or 

any Related Party of any such Related Party, including, without limitation, any liabilities arising under, or 

in connection with, the Plan Term Sheet, the Plan or this Commitment Letter and the transactions 

contemplated thereby and hereby, or in respect of any oral representations made or alleged to be made in 

connection therewith or herewith), whether by the enforcement of any judgment or assessment or by any 

legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law and (b) no 

personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any Related Party 

of any of the Commitment Parties or any Related Party of any such Related Party under this Commitment 

Letter or any document or instrument delivered in connection herewith or with the Plan Term Sheet or the 

Plan (or in respect of any oral representation made or alleged to be made in connection herewith or 

therewith) or for any action (whether at law, in equity, in contract, in tort or otherwise) based on, in 

respect of, or by reason of such obligations hereunder or by their creation.

11. Notwithstanding anything to the contrary contained herein, the obligations of each 

Commitment Party hereunder are several, and not joint and several, and consequently each Commitment 

Party shall have no liability or obligation with respect to any breach by any other party. No Commitment 

Party shall be required to acquire or purchase for any securities or indebtedness in connection with the 

Common Stock Issuance and the Senior Unsecured Notes Issuance which under this Commitment Letter

is to be acquired or subscribed by any other party nor shall any Commitment Party be required to pay any 

money, consideration, or exchange any claims whatsoever which are owing from, or to be transferred 

from or by, any other party. Nothing in this Commitment Letter shall be deemed to constitute a joint 

venture or partnership between any of the parties nor constitute any party as the agent of any other party 

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for any purpose. For the avoidance of doubt, no Commitment Party shall, nor shall any action taken by a 

Commitment Party hereunder, be deemed to be acting in concert or as any group with any other 

Commitment Party with respect to the Commitment nor shall the Commitments hereunder create a 

presumption that the Commitment Parties are in any way acting as a group hereunder and the use of a 

single document is for the convenience of the parties. 

12. Each party hereto confirms that it has made its own decision to execute this Commitment 

Letter based upon its own independent assessment of documents and information available to it, as it has 

deemed appropriate. 

13. Except as expressly provided in this Commitment Letter, (a) nothing herein is intended 

to, or does, in any manner waive, limit, impair or restrict the ability of each party hereto to protect and 

preserve its rights, remedies and interests, including, without limitation, any Long-Term Utility 

Unsecured Notes Claims, and any other claims against or interests in any of the Debtors or other parties, 

or its full participation in any bankruptcy proceeding, and (b) the parties hereto each fully preserve any 

and all of their respective rights, remedies, claims and interests as of the date hereof and upon a 

termination of this Commitment Letter. Further, nothing in this Commitment Letter shall be construed to 

prohibit any party hereto from appearing as a party-in-interest in any matter to be adjudicated in the 

Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are 

consistent with this Commitment Letter, the Plan Term Sheet and the Plan, and are not for the purpose of, 

and could not reasonably be expected to have the effect of, hindering, delaying or preventing the 

consummation of the transactions contemplated by the Plan Term Sheet and the Plan. 

14. The words “hereof,” “herein” and “hereunder” and words of like import used in this 

Commitment Letter shall refer to this Commitment Letter as a whole and not to any particular provision 

of this Commitment Letter. References to any Articles, Sections, Exhibits and Schedules are to such 

Articles, Sections, Exhibits and Schedules of this Commitment Letter unless otherwise specified. All 

Exhibits and Schedules annexed hereto or referred to herein (including any exhibits, schedules or 

attachments thereto) are hereby incorporated in and made a part of this Commitment Letter as if set forth 

in full herein. Any singular term in this Commitment Letter shall be deemed to include the plural, and any 

plural term the singular. Whenever the words “include,” “includes” or “including” are used in this 

Commitment Letter, they shall be deemed to be followed by the words “without limitation,” whether or 

not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable 

terms refer to printing, typing and other means of reproducing words (including electronic media) in a 

visible form. Any reference to “business day” means any day, other than a Saturday, a Sunday or any 

other day on which banks located in New York, New York are closed for business as a result of federal, 

state or local holiday and any other reference to day means a calendar day. 

15. Notwithstanding anything to the contrary herein, nothing in this Commitment Letter shall 

create any additional fiduciary obligations on the part of any of the parties hereto or any members, 

managers or officers of any of the parties hereto or their affiliated entities, in such person’s or entity’s 

capacity as a member, manager or officer of any of the parties hereto or their affiliated entities that such 

entities did not have prior to the execution of this Commitment Letter. None of the Commitment Parties 

shall have any fiduciary duty or other duties or responsibilities to each other, either of the Debtors, or any 

of the Debtors’ creditors or other stakeholders. 

16. This Commitment Letter, including the transactions contemplated herein, is the product 

of negotiations among the parties hereto, together with their respective representatives. Notwithstanding 

anything herein to the contrary, this Commitment Letter is not, and shall not be deemed to be, a 

solicitation of votes for the acceptance of the Plan or any other plan of reorganization for the purposes of 

sections 1125 and 1126 of the Bankruptcy Code or otherwise. None of the parties hereto will solicit 

acceptances of the Plan from any party until such party has been provided with copies of a Disclosure 

Statement containing adequate information as required by section 1125 of the Bankruptcy Code.

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17. None of the Commitment Parties shall have any liability (whether in contract, tort or 

otherwise) to the Debtors or any other person, including, without limitation, any of the Debtors’ or any 

other person’s respective security holders or creditors, for or in connection with the delivery of this 

Commitment Letter other than with respect to a Commitment Party’s express Commitment in Section 1. 

In addition, none of the Commitment Parties shall be liable on any theory of liability for any special, 

indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or 

anticipated savings).

18. All notices and other communications in connection with this Commitment Letter shall 

be in writing and shall be deemed given if delivered personally, sent via electronic facsimile (with 

confirmation), mailed by registered or certified mail (return receipt requested), delivered by an express 

courier (with confirmation) or sent via e-mail to each Commitment Party at the addresses or e-mail 

addresses set forth below the Commitment Party’s signature in its signature page to this Commitment 

Letter.

[Remainder of Page Left Intentionally Blank]

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Sincerely, 

Commitment Party: Citadel Advisors LLC

By: _____________________________

Name: Noah Goldberg

Title: Authorized Signatory

Notice Information: 

Citadel Advisors LLC

601 Lexington Avenue

New York, New York 10022

Attention: LegalAgreementNotice@citadel.com; 

noah.goldberg@citadel.com;

david.bernfeld@citadel.com; jeff.psaki@citadel.com

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Schedule 1(a)

Common Stock Issuance Commitment Amounts

$19 billion Common Stock Issuance

Commitment Party Commitment Percentage Commitment Amount1

Apollo

Canyon Capital Advisors LLC

CapRe

Citadel

Davidson Kempner

Elliott

Farallon

OakTree

PIMCO

Theater Investor LLC (wholly 

owned by funds managed by Oz 

Management LP)

Third Point

Varde

Total 100% $19,000,000,000

$20 billion Common Stock Issuance

Commitment Party Commitment Percentage Commitment Amount1

Apollo

Canyon Capital Advisors LLC

CapRe

Citadel

Davidson Kempner

Elliott

Farallon

OakTree

PIMCO

Theater Investor LLC (wholly 

owned by funds managed by Oz 

Management LP)

Third Point

Varde

Total 100% $20,000,000,000

 

1 Commitment amounts have been rounded to the nearest dollar. 

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Schedule 1(b)

Senior Unsecured Notes Issuance Commitment Amounts

$4 billion Senior Unsecured Notes Issuance

Commitment Party Commitment Percentage Commitment Amount2

Apollo

Canyon Capital Advisors LLC

CapRe

Citadel

Davidson Kempner

Elliott

Farallon

OakTree

PIMCO

Theater Investor LLC (wholly 

owned by funds managed by Oz 

Management LP)

Third Point

Varde

Total 100% $4,000,000,000

$5.4 billion Senior Unsecured Notes Issuance

Commitment Party Commitment Percentage Commitment Amount2

Apollo

Canyon Capital Advisors LLC

CapRe

Citadel

Davidson Kempner

Elliott

Farallon

OakTree

PIMCO

Theater Investor LLC (wholly 

owned by funds managed by Oz 

Management LP)

Third Point

Varde

Total 100% $5,400,000,000

 

2 Commitment amounts have been rounded to the nearest dollar.

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Schedule 1(c)

New Utility Secured Notes Issuance Backstop Commitment Amounts

Commitment Party Commitment Percentage Commitment Amount3

Apollo

Canyon Capital Advisors LLC

CapRe

Citadel

Davidson Kempner

Elliott

Farallon

OakTree

PIMCO

Theater Investor LLC (wholly 

owned by funds managed by Oz 

Management LP)

Third Point

Varde

Total 100% $5,500,000,000

 

3 Commitment amounts have been rounded to the nearest dollar.

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Exhibit A

Plan Term Sheet

See attached.

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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

August 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. 

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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

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 

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

 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, Short-Term 

Utility Unsecured Notes Claims, each as defined below. 4 Subject to upward adjustment of up to 15% based upon outcome of estimation proceeding.

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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

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%

Class 2A: 

Other PG&E 

Classification: Holders of claims (other than DIP 

Financing Facility Claims) (the “Other PG&E Corp. [TBD] 100%

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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

4

Corp. Secured 

Claims

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.

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%

Class 4A: 

PG&E Corp. 

Unsecured 

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 

Appx. $350 

million

100%

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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

5

Term Loan 

Claims

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.

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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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”).

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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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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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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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.

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 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 – 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 

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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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

10

of the Petition Date at the contract 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 

“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 

$863 million 100%

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

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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.

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.

Each holder of a Wildfire Claim that does not vote to 

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

$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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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

Subrogation Non-Tubbs Wildfire Claims – A 

Wildfire Claim arising by way of subrogation under 

applicable law or contract on account of amounts 

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

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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.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 11B: 

Utility 

Workers’ 

Classification: Holders of claims against the Utility by 

employees of the Utility for the payment of workers’ [TBD] 100%

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

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Compensation 

Claims

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.

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 

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

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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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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

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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”) 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.

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

shall be provided as follows: 

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

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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

The Debtors shall use commercially reasonable efforts to have the Reorganized 

Utility issue, on the Effective Date, $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 ShortTerm Utility Unsecured Notes Claims. The New Utility Secured Notesissued 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. 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.

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

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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 

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.

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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 

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 

 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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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.;

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

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Rebranding 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 

(“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 

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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

22

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.

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 

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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

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 September 16, 2019;

2. Order confirming such plan of reorganization entered no later than May 15, 

2020; and

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

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

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

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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

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, 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 of the Utility’s 2020 general rate case and cost 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 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 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

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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%

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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.

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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.

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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.

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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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Exhibit B

Terms of the Senior Unsecured Notes:

Issuer: Reorganized PG&E Corp. 

Initial Issue Date: Effective Date of Plan of Reorganization

Issue Amount: $4.0 billion (or up to $5.4 billion if 15% upside cap for past 

Wildfire Claimants’ Trust is utilized)

Interest Rate: 7.5% cash payable semi-annually

Interest Rate Step-Down Feature: Interest rate steps down 50 basis points upon the first date 

following the Initial Issue Date upon which the Issuer has 

received and maintained Investment Grade credit rating status 

from both S&P, Moody’s and Fitch for 90 days

OID: 1.0%

Ranking: Senior Unsecured obligation of the Issuer

Final Maturity: Seven (7) years from the date of issuance

Call Schedule: Non-call five years

Callable after year five at 107.50% of par

Callable after year six at 103.75% of par

Other Key Terms: In event of a change of control of the Issuer and/or the

Reorganized Utility, Senior Notes puttable at 101% at each 

holder’s option

Other Customary Terms: Documentation to include covenants and other terms 

customary for senior unsecured financing

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Exhibit C

Terms of the New Utility Secured Notes:

Issuer: Reorganized Utility

Initial Issue Date: Effective Date of Plan of Reorganization

Issue Amount: $5.5 billion in the aggregate, with maturity dates as follows:

- 5 year notes - $1.375 billion

- 7 year notes - $1.375 billion

- 10 year notes - $1.375 billion

- 30 year notes - $1.375 billion

Interest Rate: Spread to treasury given rating

Term BBB BBB- Sub IG

5 years 175 bps +25 bps +25 bps

7 years 200 bps +25 bps +25 bps

10 years 250 bps +25 bps +25 bps

30 years 275 bps +25 bps +25 bps

OID: 1.0%

Security: Secured by a first mortgage on all “Principal Property” of the 

Debtors as described in the Plan Term Sheet

Final Maturity: Five (5), seven (7), ten (10) and thirty (30) years from the 

date of issuance as described above

Call Schedule: Non-call for life with make whole equal to treasury rate plus 

20 bps (on terms materially consistent with existing Utility 

notes)

Commitment Fee: 0.75% of the aggregate commitment amount for the New 

Utility Secured Notes ($5.5 billion) with such amount being 

reduced to 0.50% of the aggregate commitment amount for 

the New Utility Secured Notes in the event that all of the New 

Utility Secured Notes are issued to third party investors (i.e., 

not the Commitment Parties pursuant to the Commitment 

Letter). Commitment fee shall be paid by Reorganized PG&E 

Corp. and shall be payable in cash or Reorganized PG&E 

Corp. Common Stock at the election of each Commitment 

Party

Other Customary Terms: Documentation to include covenants and other terms 

customary for secured utility financings including loan to 

value ratios and collateral coverage and protection

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Exhibit D

Dollar Amount of Common 

Stock Issued4

Dollar Amount of Senior 

Unsecured Notes Issued

Fully Diluted Ownership 

Percentage Represented By 

Common Stock Issuance3

$19,000,000,000 $4,000,000,000 85%

$20,000,000,000 $5,400,000,000 95%

 4 Actual amounts of percentages in between the levels set forth in the table above will be prorated based on linear 

interpolation. 

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