Pacific Gas And Electric Company Announces Early Tender Results And Pricing Of
Its Previously Announced Cash Tender Offer
SAN FRANCISCO, June 12, 2013
SAN FRANCISCO, June 12, 2013 /PRNewswire/ --Pacific Gas and Electric Company
(PG&E) announced today that as of 5:00 p.m., New York City time, on June 12,
2013 (the "Early Tender Date"), it had received tenders for an aggregate
principal amount of approximately $461.4 million of its outstanding 4.80%
Senior Notes due 2014 (the "Notes") in response to its previously announced
cash tender offer. The tender offer is subject to the terms and conditions set
forth in the Offer to Purchase dated May 28, 2013, the Letter of Transmittal,
and related tender offer materials.
Holders of Notes validly tendered and not withdrawn at or prior to the Early
Tender Date and accepted for purchase will be eligible to receive the "Total
Consideration" specified in the table below, which includes the Early Tender
Premium (as defined in the Offer to Purchase). Holders of Notes validly
tendered and not withdrawn after the Early Tender Date but at or prior to
11:59 p.m., New York City time, on June 26, 2013 (such date and time, as it
may be extended, the "Expiration Date") and accepted for purchase will be
eligible to receive the Tender Offer Consideration, namely the Total
Consideration minus the Early Tender Premium. In addition to the Total
Consideration or Tender Offer Consideration, as applicable, holders of Notes
accepted for purchase will receive Accrued Interest (as defined in the Offer
to Purchase) on those Notes from the last interest payment date with respect
to those Notes to, but not including, the Settlement Date (as defined in the
Offer to Purchase). The Settlement Date for Notes validly tendered prior to
the Early Tender Date is expected to be June 14, 2013.
Title of CUSIP Reference Reference Fixed Tender Total
Security Number U.S. Page Spread Premium^(1) Consideration^(1)(2)
4.80% 0.25% U.S.
Notes 694308GD3 Note due PX3 20 bps $30.00 $1,031.84
due 2014 February28,
(1) Per $1,000 principal amount of Notes validly tendered.
The principal amount of Notes that may be purchased pursuant to the tender
offer will not exceed the maximum tender amount of $500,000,000.
The tender offer will expire on the Expiration Date. The Settlement Date for
Notes validly tendered after the Early Tender Date and on or before the
Expiration Date is expected to be June 27, 2013. The withdrawal deadline of
5:00 p.m., New York City time, on June 10, 2013 (the "Withdrawal Deadline")
has passed and has not been extended. Holders of Notes who validly tendered
their Notes prior to the Withdrawal Deadline, and Holders of Notes who validly
tender their Notes after the Withdrawal Deadline but on or prior to the
Expiration Date, may not withdraw their tendered Notes unless PG&E is required
to extend withdrawal rights under applicable law.
BofA Merrill Lynch and Citigroup Global Markets Inc. are acting as dealer
managers for the tender offer. The information agent and tender agent is D.F.
King and Co., Inc. The tender offer is made only by the Offer to Purchase and
the related Letter of Transmittal, and the information in this press release
is qualified by reference to such documents. Copies of the Offer to Purchase,
Letter of Transmittal and related tender offer materials are available by
contacting D.F. King & Co., Inc. at (800) 290-6426 (toll-free) or (212)
269-5550 (collect). Questions regarding the tender offer should be directed to
BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect)
or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212)
This press release is for informational purposes only and does not constitute
an offer to sell or purchase, or the solicitation of an offer to sell or
purchase, or the solicitation of tenders with respect to the Notes.
The tender offer is not being made to holders in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in which the
tender offer is required to be made by a licensed broker or dealer, it shall
be deemed to be made by the dealer managers or any other licensed broker or
dealer on behalf of PG&E.
About Pacific Gas and Electric Company
Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE:PCG),
is one of the largest combined natural gas and electric utilities in the
United States. Based in San Francisco, with 20,000 employees, the company
delivers some of the nation's cleanest energy to 15 million people in Northern
and Central California. For more information, visit
www.pge.com/about/newsroom/ or www.pgecurrents.com
Certain information contained in this press release constitutes
forward-looking statements, including the statements regarding the timing and
settlement of the tender offer. These statements relate to future events and
can generally be identified by words such as "expects" and "intends."
Forward-looking statements are inherently uncertain. The success of the tender
offer is subject to a number of conditions, including the financing condition
described in the Offer to Purchase, not all of which are within PG&E's
control. Actual results may differ materially from those indicated by such
forward-looking statements as a result of risks and uncertainties, including
but not limited to changes in national or regional economies, changes in the
interest rate environment and other factors discussed or referenced in PG&E's
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed
with the SEC, under the heading "Risk Factors" and elsewhere, and any
subsequent periodic or current reports filed by PG&E with the SEC. In
addition, any forward-looking statements speak only as of the date such
statements are made. While PG&E may elect to update forward-looking statements
at some point in the future, PG&E specifically disclaims any obligation to do
SOURCE Pacific Gas and Electric Company (PG&E)
Contact: PG&E External Communications, +1-415-973-5930
Press spacebar to pause and continue. Press esc to stop.