Executive Brief

  • PG&E Corporation’s subsidiary, Pacific Gas and Electric Company (the “Utility”), entered into a $500 million Term Loan Credit Agreement on September 24, 2025, borrowing the full amount with maturity on September 23, 2026 (Item 1.01).
  • Interest rates are either Term SOFR + 1.25% margin or alternative base rate + 0.25% margin, at the Utility’s election (Item 1.01).
  • The loan is secured by a first mortgage bond under the Thirtieth Supplemental Indenture, granting a first lien on substantially all Utility real and certain tangible personal property, ranking pari passu with other first mortgage bonds (Items 1.01, 8.01).
  • Covenants include restrictions on liens, sale/leasebacks, fundamental changes, swaps, and mortgage indenture modifications; also requires maintaining total consolidated debt to consolidated capitalization ratio ≤ 65% quarterly (Item 1.01).
  • Defaults include cross-defaults on other debt > $200 million; insolvency/bankruptcy triggers immediate repayment (Item 1.01).
  • The Utility executed the Thirtieth Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. as trustee to issue the collateral bond securing the loan (Item 8.01).
  • This filing is new information; no indication it was previously announced (Items 1.01, 8.01).
  • Exhibits include the full Credit Agreement (Exhibit 10.1) and the Thirtieth Supplemental Indenture (Exhibit 4.1) (Item 9.01).
  • No financial guidance or operational impacts disclosed; focus is on financing and security structure.
  • Key risk to monitor: compliance with debt-to-capitalization covenant and potential cross-default triggers on other debt exceeding $200 million.

Item-by-Item Analysis

Item 1.01 – Entry into a Material Definitive Agreement

  • What happened: Pacific Gas and Electric Company entered into a $500 million Term Loan Credit Agreement on September 24, 2025, borrowing the full amount immediately.
  • Parties/terms:
    • Borrower: Pacific Gas and Electric Company (“Utility”)
    • Lenders: Several lenders and financial institutions; Wells Fargo Bank, National Association as Administrative Agent
    • Amount: $500,000,000 term loan
    • Maturity: September 23, 2026
    • Interest: Borrower’s election of (1) Term SOFR + 1.25% margin or (2) alternative base rate + 0.25% margin
    • Security: First mortgage bond issued under Thirtieth Supplemental Indenture, secured by first lien on substantially all real property and certain tangible personal property, pari passu with other first mortgage bonds
    • Covenants: Limitations on liens, sale and leaseback transactions, fundamental changes, swap agreements, and mortgage indenture modifications
    • Financial covenant: Total consolidated debt to consolidated capitalization ratio ≤ 65% at each fiscal quarter end
    • Default provisions: Cross-default on other debt > $200 million; insolvency/bankruptcy triggers immediate repayment
  • Conditions/closing: Loan fully drawn on September 24, 2025
  • Source: (Item 1.01, entire section), (Exhibit 10.1)

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

  • The $500 million term loan credit agreement creates a direct financial obligation for the Utility.
  • Source: (Item 2.03, referencing Item 1.01)

Item 8.01 – Other Events

  • The Utility and The Bank of New York Mellon Trust Company, N.A., as trustee, executed the Thirtieth Supplemental Indenture on September 24, 2025, to issue a collateral bond securing the Utility’s obligations under the Credit Agreement.
  • Source: (Item 8.01)

Item 9.01 – Financial Statements and Exhibits

  • Exhibits filed:
    • Exhibit 4.1: Thirtieth Supplemental Indenture dated September 24, 2025, including form of collateral bond
    • Exhibit 10.1: Term Loan Credit Agreement dated September 24, 2025
    • Exhibit 104: Cover Page Interactive Data File (XBRL tags)
  • Source: (Item 9.01)

Exhibits Summary

  • Exhibit 4.1: Details the supplemental indenture creating the collateral bond securing the term loan.
  • Exhibit 10.1: Full Term Loan Credit Agreement with detailed terms, covenants, default provisions, and security interests.

Financial & Dilution Impact

  • $500 million debt incurred, maturing in one year.
  • Interest cost based on Term SOFR + 1.25% or alternative base rate + 0.25%.
  • Secured by first mortgage bond on substantially all real and certain tangible personal property.
  • No equity dilution or share issuance disclosed.

Timeline & Required Actions

  • Loan drawn and agreement effective September 24, 2025.
  • Maturity date: September 23, 2026.
  • Quarterly covenant compliance required for debt-to-capitalization ratio.
  • No shareholder approvals or other conditions disclosed.

Risks & Monitoring

  • Risk of default if total consolidated debt to capitalization ratio exceeds 65%.
  • Cross-default risk triggered by other debt obligations exceeding $200 million.
  • Insolvency or bankruptcy events trigger immediate repayment.
  • Monitor compliance with covenants and any material changes to mortgage indenture.

Metadata & Quality Checks

  • No OCR or parsing issues detected.
  • Non-GAAP financial measures: None referenced.
  • Forward-looking statements: None explicitly referenced.
  • Related-party transactions: None disclosed.

Final Checklist

  • Identified all disclosed Items: 1.01, 2.03, 8.01, 9.01
  • Extracted key facts and terms
  • Noted new information status
  • Summarized exhibits and incremental details
  • Quantified financial impact
  • Outlined timeline and risks
  • Provided investor takeaways and monitoring points

Original Filing