EXHIBIT B

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SC 13D 1 d723363dsc13d.htm SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PG&E Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

69331C108

(CUSIP Number)

Thomas Wagner

Knighthead Capital Management, LLC

1140 Avenue of the Americas, 12th Floor

New York, New York 10036

(212) 356-2900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 8, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this

schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other

parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,

and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange

Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see

the Notes).

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Page 2 of 12 Pages

 1 NAME OF REPORTING PERSON

 Knighthead Capital Management, LLC.

 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1)

 (a) ☒ (b) ☐

 3 SEC USE ONLY

 4 SOURCE OF FUNDS

 AF

 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 ☐

 6 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 

 

 SOLE VOTING POWER

 0

8 

 

 SHARED VOTING POWER

 12,641,122 (2)

9 

 

 SOLE DISPOSITIVE POWER

 0

10 

 

 SHARED DISPOSITIVE POWER

 12,641,122 (2)

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 12,641,122 (3)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 2.40%

14 TYPE OF REPORTING PERSON

 IA, OO

(1) See Item 4.

(2) See Item 5.

(3) Includes 2,209,100 Shares underlying certain options exercisable within 60 days hereof.

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Page 3 of 12 Pages

Item 1. Security and Issuer.

This statement of beneficial ownership on Schedule 13D (this “Schedule 13D”) is filed on behalf of Knighthead Capital Management, LLC, a

Delaware limited liability company (the “Reporting Person”). This Schedule 13D relates to the shares of common stock, no par value (the “Shares”), of

PG&E Corporation, a California corporation (the “Company”). The address of the principal executive offices of the Company is 77 Beale Street, P.O.

Box 770000, San Francisco, California 94177.

Item 2. Identity and Background.

 (a) This Schedule 13D is filed by the Reporting Person with respect to the Shares beneficially owned by it.

(b) The address of the principal executive office of the Reporting Person is 1140 Avenue of the Americas, 12th Floor, New York, New York

10036.

(c) The principal business of the Reporting Person is providing investment management services to clients, including Knighthead Master Fund,

LP, Knighthead Annuity & Life Assurance Company, Knighthead (NY) Fund, LP and HF Fund LP (collectively, the “Knighthead Funds”)

for which the Reporting Person serves as investment manager or investment advisor.

(d) During the past five years, neither the Reporting Person nor any director, executive officer or controlling person of the Reporting Person has

been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither the Reporting Person nor any director, executive officer or controlling person of the Reporting Person has

been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is

subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state

securities laws or a finding of any violation with respect to such laws.

As described in Item 4, the Reporting Person may be deemed to be a member of a group for the purposes of Section 13(d)(3) of Securities

Exchange Act of 1934 (the “Act”) comprised of the Reporting Person and the Other Shareholders (as defined in Item 4). Each of the Other Shareholders

has agreed to file a separate statement of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing its required

information. The Reporting Person assumes no responsibility for the information contained in such Schedule 13D’s filed by the Other Shareholders. The

Reporting Person expressly disclaims beneficial ownership of any securities beneficially owned or acquired by any Other Shareholder.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares reported herein as being beneficially owned by the Reporting Person were purchased using working capital of the Knighthead Funds

in open-market transactions. A total of $111,524,237 million was paid to acquire the Shares reported in this Schedule 13D, excluding brokerage

commissions. The aggregate purchase price of the Call Options (defined below) reported herein is approximately $8,215,284.

Item 4. Purpose of Transaction.

The Reporting Person, solely through its managed funds and accounts, beneficially owns 12,641,122 Shares, which represent 2.40% of the

outstanding Shares based on published information. All Shares so owned by the Reporting Person were purchased and are beneficially owned for

investment purposes for the Knighthead Funds.

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The Company has publicly announced that it is conducting a process for the refreshment of its board of directors (the “Board”) and that it

anticipates that a majority of the Board will be new independent directors prior to the Company’s 2019 annual meeting of shareholders. The Company

has also publicly announced that it is conducting a process to identify a permanent CEO to lead the Company.

From time to time, representatives of the Reporting Person have conducted discussions with representatives of the Company and other parties with

respect to the Company’s bankruptcy case and these processes. On March 8, 2019, the Reporting Person and two other shareholders, Redwood Capital

Management, LLC, a Delaware limited liability company, and Abrams Capital Management, L.P., a Delaware limited partnership (collectively, the

“Other Shareholders”), had an initial joint conference call, together with financial advisers and counsel, to discuss the status of discussions with

representatives of the Company regarding the Board refreshment and CEO selection processes. During their telephone conference, each of the Reporting

Person and the Other Shareholders mutually agreed to act in concert to submit director candidate nominations to the Company if they collectively

determined nominations to be appropriate.

On March 15, 2019, the Reporting Person entered into a letter agreement (the “Investor Agreement”), a copy of which is filed as Exhibit 99.1

hereto, with the Other Shareholders, in respect of the Company’s Board refreshment and CEO selection processes. This Investor Agreement

memorialized the parties determination on March 8, 2019 that they expected to work in concert for what they expected to be a brief period in relation to

these matters. Unless the Reporting Person withdraws from the Investor Agreement (which it may do at any time), the Reporting Person expects to act

with respect to any such matter in accordance with the agreement or consensus of at least two of the three parties to the Investor Agreement. As such,

the Reporting Person and the Other Shareholders may be deemed to constitute a group for purposes of Rule 13d-3 under the Act.

Based on information provided by the Other Shareholders, the Reporting Person believes that it and the Other Shareholders beneficially own in

the aggregate 9.83% of the outstanding Shares as of the date of this Schedule 13D. Depending on the outcome of discussions with the Company, the

Reporting Person (with or without one or both of the Other Shareholders) may submit proposed nominees for election to the Board under the Company’s

director nomination bylaws, although it has not decided to do so as of the date of this Schedule 13D.

Except as set forth above, as of the date of this Schedule 13D, the Reporting Person and, to its knowledge, the Other Shareholders have no plans

or proposals that relate to or would result in any matter referred in items (a) through (j) of Item 4 of Schedule 13D.

Depending on market conditions and other factors, including developments in the Company’s bankruptcy case, the Knighthead Funds may sell

Shares in the open market or in privately negotiated transactions or purchase or sell cash-settled derivatives, the value of which is measured by changes

in trading prices of the Shares. The Investor Agreement prohibits purchases of additional Shares. Accordingly, such purchases by the Reporting Person

would require the consent of at least two of the three parties to the Investor Agreement or would require the Reporting Person to withdraw therefrom.

The Reporting Person also reserves the sole right to vote the Shares it beneficially owns or to take any other action with respect to such Shares.

The Reporting Person and each Other Shareholder have expressly represented and agreed that they have no other written or oral agreement or

understanding with respect to the Shares and expressly reserve the right for any reason or no reason to act independently with respect to the Company or

their investment in it. The Reporting Person reserves the right to change its plans and make any proposal, either alone or with others, at any time.

The Reporting Person presently expects to terminate the Investor Agreement upon the Company’s election of a refreshed Board and selection of a

permanent CEO acceptable to the Reporting Person. The Reporting Person reserves the right to terminate the Investor Agreement earlier or later, and to

take any other action, alone or with others.

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Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by the Reporting Person is based upon 527,561,429 Shares outstanding, as of February 22,

2019, which is the total number of Shares outstanding as reported in the Company’s Annual Report on Form 10-K filed with the SEC on February 28,

2019.

The Reporting Person may be deemed to share voting and investment power with Thomas A. Wagner and Ara D. Cohen (collectively, the

“Controlling Persons”).

(a) The business address of each of the Controlling Persons is c/o Knighthead Capital Management, LLC, 1140 Avenue of the Americas, 12th

Floor, New York, New York 10036.

 (b) Each of the Controlling Persons is a managing member and co-owner of the Reporting Person.

(c) None of the Controlling Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or

similar misdemeanors).

(d) None of the Controlling Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of

competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,

or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 (e) Messrs. Wagner and Cohen are citizens of the United States of America.

Shares reported herein for the Reporting Person represent Shares owned by the Knighthead Funds, for which the Reporting Person serves as

investment manager or advisor. Shares reported herein for the Controlling Persons represent the above referenced shares reported for the Reporting

Person.

(a) As of the close of business on March 15, 2019, the Reporting Person and each of the Controlling Persons, solely on behalf of the Knighthead

Funds, beneficially owned 12,641,122 Shares (includes 2,209,100 Shares underlying Call Options exercisable within 60 days hereof).

Percentage: 2.40%

 (b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 12,641,122

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 12,641,122

(c) Transactions in the Shares by the Reporting Person and each of the Controlling Persons during the past 60 days are set forth in Schedule A

and are incorporated herein by reference.

(d) Other persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the

Shares beneficially owned by the Reporting Person. The Knighthead Funds are known to have the right to receive or the power to direct the

receipt of dividends from, or the proceeds of, more than five percent of the Shares reported herein.

 (e) Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 4 hereof is incorporated by reference in its entirety. In addition, certain of the Knighthead Funds have entered into call options with

unaffiliated third-party financial institutions that are exercisable by such Knighthead funds for an aggregate total of 2,209,100 Shares (the “Call

Options”). The Call Options have strike prices ranging from $10 to $21. The Call Options have expiration dates ranging from April 18, 2019 to

January 17, 2020. Furthermore, certain of the Knighthead Funds have entered into put options with unaffiliated third-party financial institutions that are

exercisable by such firms for an aggregate total of 500,000 Shares (the “Put Options”). The Put Options all have the strike price of $15. The Put Options

all have an expiration date of April 18, 2019. Other than as described herein, there are no contracts, arrangements, understandings or relationships

among the Reporting Person and the Other Shareholders, or between each of the foregoing and any other person, with respect to the securities of the

Company.

Item 7. Materials to be Filed as Exhibits.

99.1*

 

Investor Agreement, dated March 15, 2019, by and among Abrams Capital Management, L.P., Redwood Capital Management

Holdings, LP and Knighthead Capital Management, LLC.

* Filed herewith.

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is

true, complete and correct.

Dated: March 15, 2019

KNIGHTHEAD CAPITAL MANAGEMENT, LLC

By: /s/ Thomas A. Wagner

 Name: Thomas A. Wagner

 Title: Managing Member

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SCHEDULE A

Transactions in Shares During the Past 60 Days

Transaction Date Entity Transacting Transaction Type Options * quantity Price 

How

Transaction

Effected

Common Shares 

1/22/2019

 

Knighthead Master

Fund, L.P. Buy Transaction 4,957,382.00 7.89 Open Market

1/22/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction 1,422,698.00 7.89 Open Market

1/22/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction 869,920.00 7.89 Open Market

1/25/2019

 

Knighthead Master

Fund, L.P. Buy Transaction 342,919.00 12.14 Open Market

1/25/2019

 

Knighthead Master

Fund, L.P. Buy Transaction 137,168.00 12.32 Open Market

1/25/2019

 

Knighthead Master

Fund, L.P. Buy Transaction 34,292.00 12.25 Open Market

1/25/2019

 

Knighthead Master

Fund, L.P. Buy Transaction 171,460.00 12.20 Open Market

1/25/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction 97,173.00 12.14 Open Market

1/25/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction 38,869.00 12.32 Open Market

1/25/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction 9,717.00 12.25 Open Market

1/25/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction 48,586.00 12.20 Open Market

1/25/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction 59,908.00 12.14 Open Market

1/25/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction 23,963.00 12.32 Open Market

1/25/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction 5,991.00 12.25 Open Market

1/25/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction 29,954.00 12.20 Open Market

2/6/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction 6,873.00 13.35 Open Market

02/12/2019 HF Fund LP Buy Transaction 65,000.00 15.38 Open Market

02/12/2019 HF Fund LP Buy Transaction 70,000.00 14.88 Open Market

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02/12/2019 HF Fund LP Buy Transaction 100,000.00 14.59 Open Market 

02/13/2019 HF Fund LP Buy Transaction 31,169.00 15.46 Open Market 

02/13/2019 HF Fund LP Buy Transaction 64,000.00 15.74 Open Market 

02/14/2019 HF Fund LP Buy Transaction 161,480.00 15.45 Open Market 

02/15/2019 HF Fund LP Buy Transaction 64,500.00 15.45 Open Market 

02/19/2019 HF Fund LP Buy Transaction 45,000.00 16.40 Open Market 

02/20/2019 HF Fund LP Buy Transaction 39,500.00 18.09 Open Market 

02/28/2019 HF Fund LP Buy Transaction 84,500.00 17.46 Open Market 

02/28/2019 HF Fund LP Buy Transaction 100,000.00 17.53 Open Market 

02/28/2019 HF Fund LP Buy Transaction 100,000.00 17.60 Open Market 

Options 

1/22/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 342,900.00 1.26 Open Market 

1/22/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 342,900.00 1.08 Open Market 

1/22/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 97,200.00 1.26 Open Market 

1/22/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 97,200.00 1.08 Open Market 

1/22/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 59,900.00 1.26 Open Market 

1/22/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 59,900.00 1.08 Open Market 

1/22/2019

 

Knighthead Master

Fund, L.P. Sell Transaction PUT 342,900.00 0.97 Open Market 

1/22/2019

 

Knighthead Master

Fund, L.P. Sell Transaction PUT 342,900.00 1.08 Open Market 

1/22/2019

 

Knighthead annuity and Life

Assurance Company Sell Transaction PUT 97,200.00 0.97 Open Market 

1/22/2019

 

Knighthead annuity and Life

Assurance Company Sell Transaction PUT 97,200.00 1.08 Open Market 

1/22/2019

 

Knighthead (NY)

Fund, L.P. Sell Transaction PUT 59,900.00 0.97 Open Market 

1/22/2019

 

Knighthead (NY)

Fund, L.P. Sell Transaction PUT 59,900.00 1.08 Open Market 

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1/28/2019

 

Knighthead Master

Fund, L.P. Sell Transaction CALL 34,800.00 0.13 Open Market

1/28/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 34,100.00 2.22 Open Market

1/28/19

 

Knighthead annuity and Life

Assurance Company Sell Transaction CALL 9,100.00 0.13 Open Market

1/28/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 9,700.00 2.22 Open Market

1/28/19

 

Knighthead (NY)

Fund, L.P. Sell Transaction CALL 5,900.00 0.13 Open Market

1/28/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 6,000.00 2.22 Open Market

1/28/2019

 

Knighthead Master

Fund, L.P. Sell Transaction PUT 34,100.00 2.09 Open Market

1/28/2019

 

Knighthead annuity and Life

Assurance Company Sell Transaction PUT 9,700.00 2.09 Open Market

1/28/2019

 

Knighthead (NY)

Fund, L.P. Sell Transaction PUT 6,000.00 2.09 Open Market

2/12/2019

 

Knighthead Master

Fund, L.P. Buy Transaction PUT 342,900.00 0.07 Open Market

2/12/2019

 

Knighthead Master

Fund, L.P. Buy Transaction PUT 342,900.00 0.17 Open Market

2/12/2019

 

Knighthead Master

Fund, L.P. Buy Transaction PUT 34,100.00 0.63 Open Market

2/12/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction PUT 97,200.00 0.07 Open Market

2/12/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction PUT 97,200.00 0.17 Open Market

2/12/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction PUT 9,700.00 0.63 Open Market

2/12/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction PUT 59,900.00 0.07 Open Market

2/12/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction PUT 59,900.00 0.17 Open Market

2/12/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction PUT 6,000.00 0.63 Open Market

3/5/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 340,900.00 0.70 Open Market

3/5/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 100,200.00 0.70 Open Market

3/5/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 58,900.00 0.70 Open Market

3/5/2019

 

Knighthead Master

Fund, L.P. Sell Transaction PUT 340,900.00 0.35 Open Market

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3/5/2019

 

Knighthead annuity and Life

Assurance Company Sell Transaction PUT 100,200.00 0.35 Open Market

3/5/2019

 

Knighthead (NY)

Fund, L.P. Sell Transaction PUT 58,900.00 0.35 Open Market

3/6/2019

 

Knighthead Master

Fund, L.P. Sell Transaction CALL 128,600.00 8.73 Open Market

3/6/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 128,600.00 10.00 Open Market

3/6/2019

 

Knighthead annuity and Life

Assurance Company Sell Transaction CALL 36,500.00 8.73 Open Market

3/6/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 36,500.00 10.00 Open Market

3/6/2019

 

Knighthead (NY)

Fund, L.P. Sell Transaction CALL 22,500.00 8.73 Open Market

3/6/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 22,500.00 10.00 Open Market

3/7/2019

 

Knighthead Master

Fund, L.P. Sell Transaction CALL 99,400.00 8.88 Open Market

3/7/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 99,400.00 10.15 Open Market

3/7/2019

 

Knighthead annuity and Life

Assurance Company Sell Transaction CALL 28,200.00 8.88 Open Market

3/7/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 28,200.00 10.15 Open Market

3/7/2019

 

Knighthead (NY)

Fund, L.P. Sell Transaction CALL 17,300.00 8.88 Open Market

3/7/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 17,300.00 10.15 Open Market

3/8/2019

 

Knighthead Master

Fund, L.P. Sell Transaction CALL 114,900.00 9.09 Open Market

3/8/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 114,900.00 10.37 Open Market

3/8/2019

 

Knighthead annuity and Life

Assurance Company Sell Transaction CALL 32,500.00 9.09 Open Market

3/8/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 32,500.00 10.37 Open Market

3/8/2019

 

Knighthead (NY)

Fund, L.P. Sell Transaction CALL 20,100.00 9.09 Open Market

3/8/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 20,100.00 10.37 Open Market

3/12/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 340,900.00 2.51 Open Market

3/12/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 6,300.00 5.60 Open Market

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3/12/2019

 

Knighthead Master

Fund, L.P. Buy Transaction CALL 102,200.00 5.50 Open Market

3/12/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 100,200.00 2.51 Open Market

3/12/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 1,900.00 5.60 Open Market

3/12/2019

 

Knighthead annuity and Life

Assurance Company Buy Transaction CALL 30,100.00 5.50 Open Market

3/12/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 58,900.00 2.51 Open Market

3/12/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 1,100.00 5.60 Open Market

3/12/2019

 

Knighthead (NY)

Fund, L.P. Buy Transaction CALL 17,700.00 5.50 Open Market

* All option transactions are broken out below common shares in this table and are denoted with a Call/Put distinction. For option transactions the

price column is the price paid for the option contract. All option contracts are convertible into common shares and have been converted to

common shares in the above table.

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EX-99.1 2 d723463dex991.htm EX-99.1

Exhibit 99.1

March 15, 2019

Ladies and Gentlemen:

This memorializes the agreement (the “Agreement”) of the undersigned investment managers and/or advisers of shareholders (each, together with

its managed funds and accounts and other affiliates, a “Party” and collectively the “Parties”) of PG&E Corp. (the “Company”), determination on

March 8, 2019 to work in concert with respect to the Parties’ participation in the Company’s previously announced Board of Directors (the “Board”)

refreshment and CEO selection processes, as follows:

(a) Interest in Equity Securities. (i) Each Party represents and warrants to the other Parties that, as of the date of this Agreement, it beneficially

owns (as that term is defined in SEC Rule 13d-3 (“Beneficial Ownership”)) the number of shares of equity securities, in each case, of the Company or

Pacific Gas and Electric Company (“OpCo”) set forth on the signature page hereto. Each Party will as promptly as practicable, and in any event, within

one day, notify the other Parties of any change in its Beneficial Ownership of equity securities of the Company or OpCo.

(ii) Unless otherwise agreed by the other Parties, unless a Party has withdrawn from this Agreement pursuant to paragraph (g) or this Agreement

has been terminated pursuant to paragraph (f), no Party will increase, and each Party will prevent any funds managed or controlled by it from increasing,

its Beneficial Ownership of equity securities of the Company or OpCo; provided, however, that nothing herein prevents any Party or any of its managed

or controlled funds from selling any debt or equity securities of the Company or OpCo currently held by such Party or its managed or controlled funds

or entering into, purchasing or selling cash-settled derivatives relating to such securities so long as so doing is in compliance with law and such

transactions do not result in any increase in the number of Company or OpCo voting securities Beneficially Owned by such Party.

(b) Board and CEO Refreshment Processes. The Company has announced processes to appoint, prior to the Company’s 2019 annual

shareholders meeting, a majority of new independent directors and to select a permanent CEO (the “Processes”). The Parties agree to collaborate in

good faith in respect of the Processes and not knowingly take any position in respect of the Processes not supported by at least one of the other two

Parties.

(c) Voting. Each Party reserves the sole right to vote any equity securities of the Company or OpCo Beneficially Owned by it in such manner as

it determines in its sole discretion.

(d) Regulatory Filings. Each Party will individually make and be solely responsible for any filings or notifications as may be necessary under

applicable law in connection with the entry into this Agreement and the performance of its obligations hereunder.

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(e) Costs. All fees and expenses (other than filing fees, if any) will be borne by the Parties according to each Party’s Pro Rata Share. A Party’s

“Pro Rata Share” will be calculated as a fraction equal to one divided by the total number of Parties. In the event a Party withdraws from this Agreement

pursuant to paragraph (g) or this Agreement is otherwise terminated pursuant to paragraph (f), such Party will cease to have any further obligation for its

Pro Rata Share of fees and expenses as provided in this paragraph (e) incurred through the 15th of the month, if such written notice is delivered to the

other Parties prior to such date, or through the end of the month if such written notice is delivered to the other Parties after the 15th of the month or this

Agreement is terminated pursuant to paragraph (f).

(f) Termination. The Parties presently expect to terminate this Agreement upon the appointment or election of new directors to the Board and

selection of the Company’s chief executive officer pursuant to the Processes. This Agreement will terminate without further action upon the earliest to

occur of (i) a date mutually agreed by at least two of the Parties and (ii) the date two of the three Parties have withdrawn from this Agreement pursuant

to paragraph (g). No termination of this Agreement pursuant to this paragraph (f) will relieve any Party from liability for any prior breach by such Party

or responsibility for payment of costs and expenses as provided in paragraph (e).

(g) Withdrawal. Any Party may withdraw from its obligations hereunder and terminate this Agreement as to itself and its managed or controlled

funds for any reason or for no reason upon written notice to the other Parties, provided that no withdrawal pursuant to this paragraph (g) will relieve any

such Party from liability for any prior breach by such Party or responsibility for payment of costs and expenses as provided in paragraph (e).

(h) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and the

Parties expressly represent and agree that, except for this Agreement, the Parties do not have any written or oral agreement or understanding with

respect to the debt or equity securities of the Company or OpCo.

(i) Miscellaneous. This Agreement (i) may be executed in two or more counterparts, each of which will be considered to be an original but all of

which will be considered to be the same agreement, and (ii) will be governed by the laws of the State of New York without regard to the conflict of laws

principles that would cause the laws of another State to apply. Any proceeding in respect of this Agreement may only be initiated in U.S. District Court

in the Southern District of New York or, if such court declines to accept jurisdiction, a New York state court located in the Borough of Manhattan.

(j) Notices. Notices must be in writing and will be deemed given hereunder when delivered personally or sent by email (receipt confirmed) to

the notice persons identified on the signature page hereto.

2

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By signing below, each Party agrees to be bound pursuant to and in accordance with the terms of this Agreement.

Very truly yours,

Abrams Capital Management, L.P., on behalf of itself and its

managed or controlled funds

By: /s/ David Abrams

Name: David Abrams

Title: Managing Member of its

General Partner

Company Common Shares: 25,014,000

OpCo Preferred Shares: 0

Other Equity Securities: 0

Notice Person:

222 Berkeley Street, 21st Floor

Boston, MA 02116

[Signature page to Letter Agreement]

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Knighthead Capital Management, LLC, on behalf of itself

and its managed or controlled funds

By: /s/ Thomas A. Wagner

Name: Thomas A. Wagner

Title: Managing Member

Company Common Shares: 10,432,022

OpCo Preferred Shares: 0

Other Equity Securities:

Options to acquire 2,209,100

Company Common Shares

Put options requiring the potential acquisition of up to

500,000 Company Common Shares

Notice Person:

1140 Avenue of the Americas, 12th Floor

New York, NY 10036

[Signature page to Letter Agreement]

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Redwood Capital Management, LLC, on behalf of itself and

its managed or controlled funds

By: /s/ Ruben Kliksberg

Name: Ruben Kliksberg

Title: Co-CEO

Company Common Shares: 14,200,197

OpCo Preferred Shares: 0

Other Equity Securities:

Put options requiring the potential acquisition of up to

100,000 Company Common Shares

Notice Person:

910 Sylvan Avenue

Englewood Cliffs, NJ 07632

[Signature page to Letter Agreement]

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