Sec Form 13D Filing - PG&E Fire Victim Trust filing for PG&E CORPORATION (PCG) - 2021-07-09

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

PG&E Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

69331C108

(CUSIP Number)

Hon. John K. Trotter (Ret.)

Trustee

PG&E Fire Victim Trust

Two Embarcadero Center, Suite 1500

San Francisco CA, 94111

617-856-8555

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

July 8, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

(1)    Subject to limited exceptions, the PG&E Fire Victim Trust (the “Trust”) has entered into an agreement with PG&E Corporation (the “Company” or the “Issuer”) pursuant to which all shares of common stock, no par value (the “Common Stock” or “Shares”) of the Company held by the Trust in excess of 9.9% of the outstanding shares of Common Stock are subject to “mirror voting,” whereby such shares of Common Stock will be voted in the same proportion as the votes of all other stockholders of the Issuer on all matters except for those directly related to the natural environment or safety (“Mirror Voting”). See Items 4 and 5.

(2)    Percent of class is calculated based on 1,985,105,703 shares of Common Stock of the Issuer, which is the total number of shares outstanding on April 26, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q (“Quarterly Report”) filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2021.

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SCHEDULE 13D

(1)    Subject to limited exceptions, the Trust has entered into an agreement with the Issuer pursuant to which all shares of Common Stock held by the Trust in excess of 9.9% of the outstanding shares of Common Stock are subject to Mirror Voting. See Items 4 and 5.

(2)    Percent of class is calculated based on 1,985,105,703 shares of Common Stock of the Issuer, which is the total number of shares outstanding on April 26, 2021 as reported in the Issuer’s Quarterly Report filed with the SEC on April 29, 2021.

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Explanatory Note

This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons in respect of the Common Stock on July 10, 2020 (the “Schedule 13D”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

The information set forth in Item 4 of the Schedule 13D, as amended, is incorporated herein by reference.

Item 4 of the Schedule 13D is hereby amended and supplemented by:

PG&E Fire Victim Trust Share Exchange and Tax Matters Agreement

On July 8, 2021, the Issuer, Pacific Gas and Electric Company (the “Utility”) PG&E ShareCo LLC, a wholly-owned subsidiary of the Issuer the sole purpose of which will be to hold New Shares as described below (“ShareCo”), and the Trust entered into the PG&E Fire Victim Trust Share Exchange and Tax Matters Agreement (the “Exchange Agreement”), pursuant to which the parties agreed to exchange the 477,743,590 shares of the Issuer’s Common Stock issued to the Trust pursuant to the Plan (the “Plan Shares”) for an equal number of newly-issued shares of the Issuer’s Common Stock (the “New Shares”).

In connection with entering into the Exchange Agreement, the Utility has agreed to make an election to treat the Trust as a “grantor trust” for U.S. federal income tax purposes. The Trust was initially formed as a “qualified settlement fund” for U.S. federal income tax purposes. As such, based on current tax rates, the Trust would be taxed at a combined federal and state tax rate in excess of 40%, including on any gains from the sale of the Plan Shares. As contemplated by the Plan, the Debtors sought from the Internal Revenue Service a Private Letter Ruling that would enable the parties to elect “grantor trust” status for U.S. federal income tax purposes and sell the shares on a tax free basis without any tax to the Trust or the Debtors. As provided in the Private Letter Ruling issued in response to this request, this tax-free treatment would be available to both the Trust and the Debtors only if the Debtors and the Trust can meet certain requirements relating to sales of the Issuer’s stock. The Exchange Agreement is intended to facilitate compliance with these requirements.

Under the Exchange Agreement, the Issuer will issue 477,743,590 New Shares to ShareCo, which will hold them in a designated brokerage account pending delivery to the Trust as set forth below. When the Trust desires to sell Plan Shares, the Trust may exchange the number of Plan Shares intended to be sold for a corresponding number of New Shares on a share-for-share basis (without any further consideration payable by either party) and thereafter promptly dispose of the New Shares in one or more transactions with one or more third parties. In the event that the Trust is unable to timely dispose of New Shares, under certain circumstances the unsold New Shares (such shares, the “Nonconforming New Shares”) may, prior to their sale by the Trust, be exchanged for additional newly issued shares of Common Stock of the Issuer (“Replacement

Shares”) which has authorized a reserve of up to 250,000,000 additional shares of Common Stock for these purposes. Replacement Shares received in exchange for Nonconforming New Shares may then be promptly sold by the Trust, as in the case of New Shares received in exchange for Plan Shares. In the event that the Trust sells any Common Stock subject to the Exchange Agreement without complying with the terms of the Exchange Agreement, the Trust may be required to make a payment to the Utility designed to compensate the Utility for certain adverse tax consequences arising from nonconforming sale transactions.

A copy of the Exchange Agreement is filed as Exhibit 1 hereto and is incorporated herein by reference. The description of the Exchange Agreement set forth above is qualified entirely by reference to Exhibit 1.

Amended and Restated Registration Rights Agreement

On July 8, 2021, in connection with entering into the Exchange Agreement, the Trust entered into an amended and restated registration rights agreement (the “Trust RRA”) with the Issuer. The Trust RRA amends and restates the Registration Rights Agreement dated July 1, 2020 between the Trust and the Issuer. Among other things, pursuant to the terms of the Trust RRA:

In addition, the Issuer is required to pay the fees and expenses incident to the Issuer’s registration obligations under the Trust RRA, including fees and expenses for one counsel for the Trust (subject to a cap) in connection with the initial registration and each assisted underwritten offering, but excluding any underwriting discounts or commissions or fees and expenses of the Trust. The Trust RRA contains customary indemnification and contribution provisions.

As provided in the Trust RRA, shares of the Issuer’s Common Stock held by the Trust in excess of 9.9% of the outstanding shares of the Issuer’s Common Stock are subject to “mirror voting,” whereby such shares will be voted in the same proportion as the votes of all other shareholders of the Issuer on all matters except for those directly related to the natural environment or safety (“Mirror Voting”).

A copy of the Trust RRA is filed as Exhibit 2 hereto and is incorporated by reference. The description of the Trust RRA set forth above is qualified entirely by reference to Exhibit 2.

Each of paragraphs (a) and (b) of Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

Pursuant to the Plan, in certain circumstances the Issuer is required to issue additional shares of Common Stock to the Trust if, after the Effective Date, the Issuer issues additional shares of Common Stock pursuant to the Plan. The number of additional shares to be issued to the Trust is determined such that the Trust would have owned 22.19% of the outstanding Common Stock (as calculated pursuant to the Plan), assuming that any such additional issuances had occurred on the Effective Date. On August 3, 2020, the Issuer issued additional shares to the underwriters in the Issuer’s equity units offering (conducted as part of the Plan) pursuant to the underwriters’ exercise of their over-allotment option for that offering, and the Trust received, for no additional consideration, an additional 748,415 shares of Common Stock. The Trust’s right to receive these additional shares became fixed and irrevocable pursuant to the Plan on the July 1, 2020 Effective Date.

The Trustee, solely in his capacity as Trustee of the Trust, may be deemed to indirectly beneficially own the Common Stock held by the Trust. The Trustee specifically disclaims beneficial ownership of the securities held by the Trust that he does not directly own or control.

The remainder of Item 5 of the Schedule 13D remains in effect.

Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:

The information set forth in Item 4 of the Schedule 13D, as amended, is incorporated herein by reference.

The following documents are filed as exhibits:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 9, 2021