PG&E’s $8.72 Billion Tri‑Tranche Equity Offering

Cravath represented PG&E Corporation in the offerings.

PG&E Corporation (“PG&E”) executed its $4.02 billion registered offering of common stock, $3.25 billion private placement of common stock and $1.45 billion registered offering of equity units. This tri-tranche offering represents the largest utility equity offering in history.

PG&E also comopleted the private placement of $523 million of forward stock purchase contracts, an innovative structure that served to backstop the underwriters’ greenshoe options in the public offerings.

The combined proceeds of these offerings were used by PG&E to effectuate its emergence from Chapter 11 proceedings.

PG&E, through its subsidiary, Pacific Gas and Electric Company, engages in the sale and delivery of electricity and natural gas to over 16 million customers in northern and central California. The transactions closed on July 1, 2020.

The Cravath team advising PG&E included partners Richard Hall (Picture), Nicholas A. Dorsey and C. Daniel Haaren and associates Norman J. Walczak, Patrick S. Taylor, Aashim Usgaonkar, Seann E. Archibald, Margaret R. Fleming, Olivia Ya Huang, Andrew J. Astore and Ori Oren on corporate and capital markets matters, and partner Andrew W. Needham and associates Arvind Ravichandran and Kyle R. Jorstad on tax matters. Ikechi J. Ngwangwa and Patricia L. Menges also worked on corporate and capital markets matters.

Involved fees earner: Seann Archibald – Cravath Swaine & Moore; Andrew Astore – Cravath Swaine & Moore; Nicholas Dorsey – Cravath Swaine & Moore; Daniel Haaren – Cravath Swaine & Moore; Richard Hall – Cravath Swaine & Moore; Olivia Ya Huang – Cravath Swaine & Moore; Kyle Jorstad – Cravath Swaine & Moore; Andrew Needham – Cravath Swaine & Moore; Arvind Ravichandran – Cravath Swaine & Moore; Patrick Taylor – Cravath Swaine & Moore; Aashim Usgaonkar – Cravath Swaine & Moore; Norman Walczak – Cravath Swaine & Moore;

Law Firms: Cravath Swaine & Moore;

Clients: PG&E Corporation;

Author: Ambrogio Visconti