Form 8-K PACIFIC GAS & ELECTRIC For: Nov 30 Filed by: PG&E Recovery Funding LLC

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November 30, 2022 4:17 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: November 30, 2022

(Date of earliest event reported)


Commission File Number	Exact Name of Registrant as specified in its charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
1-12609	PG&E CORPORATION	California	94-3234914
1-2348	PACIFIC GAS AND ELECTRIC COMPANY	California	94-0742640
333-256944-01	PG&E RECOVERY FUNDING LLC	Delaware	87-1047820


		PG&E RECOVERY FUNDING LLC

77 Beale Street P.O. Box 770000 San Francisco, California 94177	77 Beale Street P.O. Box 770000 San Francisco, California 94177	C/O Pacific Gas and Electric Company 77 Beale Street P.O. Box 770000 San Francisco, California 94177
(Address of principal executive offices) (Zip Code)	(Address of principal executive offices) (Zip Code)	(Address of principal executive offices) (Zip Code)

(415) 973-1000	(415) 973-7000	(415) 973-7000
(Registrant’s telephone number, including area code)	(Registrant’s telephone number, including area code)	(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting Material pursuant to Rule

14a-12

under the Exchange Act (17 CFR

240.14a-12)

☐

Pre-commencement

communications pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule

13e-4(c)

under the Exchange Act (17 CFR

240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	PCG	The New York Stock Exchange
Equity Uni ts	PCGU	The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 5% series A redeemabl e	PCG-PE	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable	PCG-PD	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable	PCG-PG	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable	PCG-PH	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable	PCG-PI	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable	PCG-PA	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable	PCG-PB	NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable	PCG-PC	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).


Emerging growth company	PG&E Corporation	☐

Emerging growth company	Pacific Gas and Electric Company	☐

Emerging growth company	PG&E Recovery Funding LLC	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


PG&E Corporation		☐

Pacific Gas and Electric Company		☐

PG&E Recovery Funding LLC		☐

Item 8.01.

Other Events

On November 30, 2022, PG&E Recovery Funding LLC (the “

Issuing Entity

”) issued $983,362,000 aggregate principal amount of Senior Secured Recovery Bonds, Series

2022-A

(the “

Recovery Bonds

”), pursuant to an Indenture and Series Supplement, each dated as of November 30, 2022, which are annexed hereto as Exhibits 4.1 and 4.2, respectively. The Recovery Bonds were offered pursuant to the Prospectus dated November 18, 2022. In connection with this issuance of the Recovery Bonds, the Issuing Entity and Pacific Gas and Electric Company (the “

Utility

”) entered into the Recovery Property Servicing Agreement, the Recovery Property Purchase and Sale Agreement and the Administration Agreement, each dated as of November 18, 2022, which are annexed hereto as Exhibits 10.1, 10.2 and 10.3, respectively.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

4.1		Indenture between PG&E Recovery Funding LLC and The Bank of New York Mellon Trust Company, N.A., dated as of November 30, 2022

4.2		Series Supplement between PG&E Recovery Funding LLC and The Bank of New York Mellon Trust Company, N.A. (including forms of the Recovery Bonds), dated as of November 30, 2022

5.1		Opinion of Hunton Andrews Kurth LLP with respect to legality

8.1		Opinion of Hunton Andrews Kurth LLP with respect to tax matters

10.1		Recovery Property Servicing Agreement between PG&E Recovery Funding LLC and Pacific Gas and Electric Company, as Servicer, dated as of November 30, 2022

10.2		Recovery Property Purchase and Sale Agreement between PG&E Recovery Funding LLC and Pacific Gas and Electric Company, as Seller, dated as of November 30, 2022

10.3		Administration Agreement between PG&E Recovery Funding LLC and Pacific Gas and Electric Company, as Administrator, dated as of November 30, 2022

23.1		Consent of Hunton Andrews Kurth LLP (included as part of its opinions filed as Exhibit 5.1 and Exhibit 8.1)

99.1		Opinion of Hunton Andrews Kurth LLP with respect to U.S. and California constitutional matters

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


	PG&E CORPORATION

	By:	/s/ Christopher A. Foster
		Christopher A. Foster
Dated: November 30, 2022		Executive Vice President and Chief Financial Officer

	PACIFIC GAS AND ELECTRIC COMPANY

	By:	/s/ David S. Thomason
		David S. Thomason
Dated: November 30, 2022		Vice President, Chief Financial Officer and Controller

	PG&E RECOVERY FUNDING LLC

	By:	/s/ Margaret K. Becker
		Margaret K. Becker
Dated: November 30, 2022		President