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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)

NOTICE OF FILING OF COMMITMENT

LETTER AND AMENDED PLAN TERM

SHEET

Hearing

Date: July 24, 2019

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

Place: Courtroom 17

450 Golden Gate Ave, 16th Floor

San Francisco, CA 94102

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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PLEASE TAKE NOTICE that on June 25, 2019, the Ad Hoc Committee of Senior Unsecured

Noteholders of Pacific Gas and Electric Company (the “Ad Hoc Committee”) filed 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 “Exclusivity Termination

Motion”). The Ad Hoc Committee’s plan term sheet (the “Plan Term Sheet”) was attached as Exhibit B

to the Exclusivity Termination Motion.

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit 1 is the commitment

letter, dated July 16, 2019 (the “Commitment Letter”), executed by certain members of the Ad Hoc

Committee committing to fund the PG&E Corp. New Money Investment and the New PG&E Corp.

Senior Unsecured Notes Investment, each as defined and described in the Plan Term Sheet. An amended

version of the Plan Term Sheet is attached as Exhibit A to the Commitment Letter.

PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit 2 is a blackline version

of the amended Plan Term Sheet, which identifies modifications made to the version of the Plan Term

Sheet that was filed with the Exclusivity Termination Motion on June 25, 2019.

Dated: July 17, 2019 AKIN GUMP STRAUSS HAUER & FELD LLP

By: /s/ Ashley Vinson Crawford

Ashley Vinson Crawford (SBN 257246)

David H. Botter (pro hac vice)

Michael S. Stamer (pro hac vice)

Ira S. Dizengoff (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 1

Commitment Letter

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July 16, 2019

PG&E Corporation

77 Beale Street

P.O. Box 770000

San Francisco, California 94177

Re: 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”). Capitalized terms used in this commitment letter (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 Reorganized PG&E Corp. (i) issue shares of

Reorganized PG&E Corp. Common Stock to the Commitment Parties (as defined below) 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”) and (ii) 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”). 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 C hereto.

1. To provide assurances that the Common Stock Issuance and the Senior Unsecured 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 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 C hereto, in accordance with the respective percentages and

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

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

Schedule 1(b) hereto (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 $25,400,000,000.

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

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

Common Stock Issuance and the Senior Unsecured Notes Issuance as described below.

c. 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 and the Senior Unsecured Notes

Issuance 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 and the Plan, including, without limitation, all commitment agreements, purchase agreements,

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 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

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 and the Senior Unsecured Notes Issuance, 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 thetransactions

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

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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 August 31, 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 January 31, 2020;

c. the Effective Date shall not have occurred on or before March 31, 2020;

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

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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 ofsuch

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

and the Senior Unsecured 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, 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

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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

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

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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

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.

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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.

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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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

July 16, 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 ALLAPPLICABLE LAW. THIS

TERM SHEET DOES NOT ADDRESS ALL TERMS THAT WOULD BE REQUIRED IN

CONNECTION WITH ANY POTENTIAL TRANSACTIONS REFERENCED HEREIN,

AND THE ENTRY INTO OR THE CREATION OF ANY BINDING AGREEMENT IS

SUBJECT TO THE EXECUTION OF DEFINITIVE DOCUMENTATION IN FORM AND

SUBSTANCE CONSISTENT WITH THIS TERM SHEET AND OTHERWISE

ACCEPTABLE TO THE AD HOC COMMITTEE AND/OR THE PG&E CORP. NEW

MONEY COMMITMENT GROUP (AS DEFINED HEREIN).

THIS TERM SHEET IS BASED SOLELY ON PUBLICLY AVAILABLE

INFORMATION.

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

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

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE 

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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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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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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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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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 2hereto. 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 3hereto. 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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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 in the aggregate outstanding principal

amount of $863 million (the “PCB Revolving

Facilities, and together with the Utility Pollution

Controls Bonds, the “Utility Pollution Control BondRelated 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 

11

and accrued and unpaid interest as of the Petition Date

at the contract rate under the applicable Utility

Pollution Control Bond or PCB Revolving Facility and

(ii) accrued and unpaid interest from the Petition Date

through the Effective Date at the contract rate under the

applicable Utility Pollution Control Bond or PCB

Revolving Facility.

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”)7shall 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

have the allowed amount of its Wildfire Claim

$16 billion8

100%

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

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

after the Estimated Wildfire Liability (as defined herein) is determined.

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

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE 

12

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

incurred (paid and reserved) by an insurer under and

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE 

13

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’

compensation benefits under applicable law (the

“Utility Workers’ Compensation Claims”).

[TBD] 100%

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE 

15

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.

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”).

10 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 

19

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

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

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

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

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

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

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

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

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

before the Effective Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

negligence.

Corporate

Governance

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

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

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

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

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

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

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

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

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

and thereafter elected annually, in the following manner:

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

employees of Reorganized PG&E Corp.;

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.

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE 

20

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

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

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

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

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

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

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

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

engineering, safety, regulation and/or clean energy.

Renaming /

Rebranding

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

Utility will have the opportunity to submit recommendations for renaming or

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

Effective Date, no employee recommendation is selected for renaming or

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

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

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

Prohibition

Against Rate

Increases

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

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

through rate increases.

Utility Rates to

Consumers

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

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

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

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

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

benefit for plan purposes.

Utility

Consumer Rate

Credit

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

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

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

Effective Date.

Post-Effective

Date

Management

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

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

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

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

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

Corp. New Money Investment in connection therewith.

Key Corporate

Operating

Businesses

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

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

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

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

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE 

21

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

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

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

applicable securities laws.

Subject to the support of the International Brotherhood of Electrical Workers

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

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

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

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

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

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

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

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

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

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

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

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

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

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

management.

Other

Employee

Matters

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

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

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

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

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

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

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

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

for LTIP awards will be modified by increasing/implementing performance

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

and other related strategic long term objectives.

Pension

Matters

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

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

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

necessary to satisfy the minimum funding requirements under ERISA Section 302

and Internal Revenue Code Section 430.

Executory

Contracts and

Unexpired

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.

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE 

22

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 powerpurchase

agreement.

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

use commercially reasonable efforts to structure and implement the Reorganization

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

creditors.

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

usage of go-forward tax attributes.

Timing / Key

Dates

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

with specific deadlines as follows:

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

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

filed no later than August 31, 2019;

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

31, 2020; and

3. Effective date of the plan of reorganization to occur no later than March 31,

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

12 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 

23

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

acceptable to the Ad Hoc Committee;

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

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

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

Ad Hoc Committee;

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

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

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

extent required, filed with the applicable governmental units in accordance

with applicable laws; and

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

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

been received.

Conditions

Precedent to

Funding

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

Investment and New PG&E Corp. Senior Unsecured Notes Investment to be

funded:

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

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

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

Effective Date shall have occurred;

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

resolution consistent with other similarly situated California utilities in

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

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

CPUC or a mutually agreed deferral for a period of 24 months from the

Effective Date of the Plan;

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 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. OZ Management

10. Pacific Investment Management Company LLC

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. OZ Management

10. Pacific Investment Management Company LLC

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 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

Dollar Amount of Common

Stock Issued3

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%

3 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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Exhibit 2

Blackline of Amended Plan Term Sheet

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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

June 25July 16, 2019

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

Unsecured Noteholders of Pacific Gas and Electric Company (the “AdHoc 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 “Chapter11 Cases ”) under chapter 11 of title 11 of the United States

Code (the “BankruptcyCode ”) in the United States Bankruptcy Court for the Northern District

of California (the “BankruptcyCourt ”) on January 29, 2019 (the “PetitionDate ”). 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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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. $3,000375 million principal amount of 6.053.25% senior notes due March 1, 2034June 15,

2023

2. $700500 million principal amount of 5.804.25% senior notes due MarchAugust1,

20372023

3. $400300 million principal amount of 6.353.85% senior notes due FebNovember15,

20382023

4. $550450 million principal amount of 6.253.75% senior notes due March 1, 2039February

15, 2024

5. $550350 million principal amount of 5.403.40% senior notes due JanuaryAugust15,

20402024

6. $250400 million principal amount of 5.803.50% senior notes due March 1, 2037June 15,

2025

7. $250200 million principal amount of 5.403.50% senior notes due JanuaryJune15,

20402025

8. $250600 million principal amount of 4.502.95% senior notes due December 15,

2041March 1, 2026

9. $400 million principal amount of 4.453.30% senior notes due AprilMarch15, 20422027

10. $3501,150 million principal amount of 3.753.30% senior notes due August 15,

2042December 1, 2027

11. $375300 million principal amount of 3.254.65% senior notes due June 15, 2023August 1,

2028

12. $3753,000 million principal amount of 4.606.05% senior notes due June 15. 2043March 1,

2034

13. $300700 million principal amount of 3.855.80% senior notes due November 15,

2023March 1, 2037

14. $500250 million principal amount of 5.1255.80% senior notes due November 15,

2043March 1, 2037

15. $450400 million principal amount of 3.756.35% senior notes due FebruaryFeb15,

20242038

16. $450550 million principal amount of 4.756.25% senior notes due February 15, 2044March

1, 2039

17. $350550 million principal amount of 3.405.40% senior notes due AugustJanuary15,

20242040

18. $225250 million principal amount of 4.755.40% senior notes due FebruaryJanuary15,

20442040

19. $500250 million principal amount of 4.304.50% senior notes due MarchDecember15,

20452041

20. $400 million principal amount of 3.504.45% senior notes due JuneApril15, 20252042

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21. $100350 million principal amount of 4.303.75% senior notes due MarchAugust15,

20452042

22. $200375 million principal amount of 3.504.60% senior notes due June 15, 2025. 2043

23. $450500 million principal amount of 4.255.125% senior notes due MarchNovember15,

20462043

24. $600450 million principal amount of 2.954.75% senior notes due March 1, 2026February

15, 2044

25. $400225 million principal amount of 4.004.75% senior notes due December 1,

2046February 15, 2044

26. $400500 million principal amount of 3.304.30% senior notes due March 15, 20272045

27. $200100 million principal amount of 4.004.30% senior notes due December 1, 2046March

15, 2045

28. $1,150450 million principal amount of 3.304.25% senior notes due December 1,

2027March 15, 2046

29. $850400 million principal amount of 3.954.00% of senior notes due 2047December 1,

2046

30. $500200 million principal amount of 4.254.00% senior notes due 2023December 1, 2046

31. $300850 million principal amount of 4.653.95% of senior notes due 2028

December 1, 2047

28

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5.92% 0.13%

Senior Unsecured Notes due Mar 2037

Senior Unsecured Notes due Aug 2024

3/1/37

Name

950.0

8/15/24

5.80%

Senior Unsecured Notes due Aug 2023

5.68%

350.0

0.12%

3.40%

Senior Unsecured Notes due Feb 2038

8/1/23

2/15/38

3.33%

400.0 6.35% 6.21%

500.0

0.07%

0.14%

Senior Unsecured Notes due Mar 2039 3/1/39

Change

550.0

Senior Unsecured Notes due Jun 2025

6.25%

4.25%

6.12%

6/15/25

0.13%

600.0

Senior Unsecured Notes due Jan 2040

4.16%

1/15/40

3.50%

800.0 5.40%

3.43%

5.28% 0.12%

Maturity

Senior Unsecured Notes due Dec 2041

0.07%

12/15/41 250.0 4.50%

0.09%

4.40%

Senior Unsecured Notes due Mar 2026

0.10%

3/1/26

Senior Unsecured Notes due Apr 2042 4/15/42

600.0

400.0

Senior Unsecured Notes due Jun 2023

4.45%

2.95%

4.35%

Senior Unsecured Notes due Nov 2023

2.89%

0.10%

SCHEDULE 4

Adjusted Rates for the Long-Term Utility Replacement Notes

Senior Unsecured Notes due Aug 2042 8/15/42

11/15/23

350.0

0.06%

3.75% 3.67%

6/15/23

0.08%

Senior Unsecured Notes due Mar 2027

Senior Unsecured Notes due Jun 2043

300.0

6/15/43

3/15/27

375.0

Principal

4.60%

400.0

4.50%

3.85%

3.30%

0.10%

$375.0

Senior Unsecured Notes due Nov 2043

3.23%

11/15/43

3.77%

500.0 5.13% 5.02%

0.07%

0.11%

Senior Unsecured Notes due Feb 2044 2/15/44

Senior Unsecured Notes due Dec 2027

675.0

3.25%

4.75%

12/1/27

4.65%

0.08%

1,150.0

0.10%

Senior Unsecured Notes due Mar 2045

3.30%

3/15/45 600.0

3.23%

4.30%

Old Rate

4.21%

Senior Unsecured Notes due Feb 2024

0.09%

0.07%

Senior Unsecured Notes due Mar 2046 3/15/46 450.0

3.18%

4.25%

Senior Unsecured Notes due Aug 2028

4.16%

2/15/24

8/1/28

0.09%

Senior Unsecured Notes due Dec 2046

300.0

12/1/46

450.0

600.0

4.65%

4.00% 3.91%

4.55%

3.75%

0.09%

Senior Unsecured Notes due Dec 2047

New Rate

12/1/47

0.10%

850.0 3.95% 3.87%

3.67%

Senior Unsecured Notes due Mar 2034

0.08%

0.07%

Total

3/1/34

$15,775.0

3,000.0

4.67% 4.57%

6.05%

0.08%

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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EXHIBIT 1

New PG&E Corp. Senior Unsecured Notes Term Sheet

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