As filed with the Securities and Exchange Commission on July 13, 2022
REGISTRATION NOS. 333- and 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SF-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFIC GAS AND ELECTRIC COMPANY | PG&E WILDFIRE RECOVERY FUNDING LLC | |
(Exact name of registrant, sponsor and depositor as specified in its charter) | (Exact name of registrant and issuing entity as specified in its charter) | |
California | Delaware | |
(State or other jurisdiction of incorporation or organization) | (State or other jurisdiction of incorporation or organization) | |
001-02348 | ||
(Commission File Number) | ||
0000075488 | 0001918072 | |
(Central Index Key Number) | (Central Index Key Number) | |
94-0742640 | 88-1113018 | |
(I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number) | |
77 Beale Street P.O. Box 770000 San Francisco, California 94177 (415) 973-1000 | C/O Pacific Gas and Electric Company 77 Beale Street P.O. Box 770000 San Francisco, California 94177 (415) 973-1000 | |
(Address, including zip code, and telephone number, including area code, of depositor’s principal executive offices) | (Address, including zip code, and telephone number, including area code, of issuing entity’s principal executive offices) |
Brian M. Wong
Vice President, General Counsel and Corporate Secretary
Pacific Gas and Electric Company
77 Beale Street
P.O. Box 770000
San Francisco, California 94177 (415) 973-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With Copies to:
Michael F. Fitzpatrick, Jr., Esq. Hunton Andrews Kurth LLP 200 Park Avenue New York, New York 10166 (212) 309-1000 | Eric D. Tashman, Esq. Norton Rose Fulbright US LLP 555 California Street San Francisco, California 94104 (628) 231-6803 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration Statement Nos. 333-265457 and 333-265457-01
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
This post-effective amendment will become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form SF-1 of Pacific Gas & Electric Company and PG&E Wildfire Recovery Funding LLC is being filed pursuant to Rule 462(b) under the Securities Act solely to register an additional $650,000,000 aggregate principal amount of securities hereunder pursuant to Rule 462(b) under the Securities Act. As a result of the additional securities registered hereunder, the following updates are made to each tranche with respect to the principal amount offered: (1) Tranche A-1 is updated to $613,080,000, (2) Tranche A-2 is updated to $600,000,000, (3) Tranche A-3 is updated to $500,040,000, (4) Tranche A-4 is updated to $1,149,960,000 and (5) Tranche A-5 is updated to $1,036,920,000. This Registration Statement relates to the offering of securities contemplated by the Registration Statement on Form SF-1 (File Nos. 333-265457 and 333-265457-01) as amended by Pre-Effective Amendment No. 1 filed on July 6, 2022, as originally declared effective by the Securities and Exchange Commission on July 12, 2022 (the “Original Registration Statement”). The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the proposed maximum aggregate offering price set forth in the Calculation of Filing Fee Table filed as Exhibit 107.1 to the Pre-Effective Amendment No. 1 to the Original Registration Statement filed on July 6, 2022. The Original Registration Statement, as amended, including exhibits and the powers of attorney thereto, are incorporated by reference into this Registration Statement.
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PART II
Information Not Required in Prospectus
* | To be filed as an exhibit to a Current Report on Form 8-K pursuant to Item 601(b)(1) of Regulation S-K. |
** | Previously filed with the Registration Statement on Form SF-1 of Pacific Gas & Electric Company and PG&E Wildfire Recovery Funding LLC (File Nos. 333-265457 and 333-265457-01) filed on June 7, 2022. |
*** | Previously filed with Amendment No. 1 to Registration Statement on Form SF-1 of Pacific Gas & Electric Company and PG&E Wildfire Recovery Funding LLC (File Nos. 333-265457 and 333-265457-01) filed on July 6, 2022. |
**** | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form SF-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 13th day of July, 2022.
PACIFIC GAS AND ELECTRIC COMPANY | ||
By: | /s/ Adam L. Wright | |
Name: | *Adam L. Wright | |
Title: | Executive Vice President, Operations and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||
/s/ Adam L. Wright *Adam L. Wright | Executive Vice President, Operations and Chief Operating Officer (Principal Executive Officer) | July 13, 2022 | ||
/s/ Marlene M. Santos *Marlene M. Santos | Executive Vice President and Chief Customer Officer (Principal Executive Officer) | July 13, 2022 | ||
/s/ Jason M. Glickman *Jason M. Glickman | Executive Vice President, Engineering, Planning, and Strategy (Principal Executive Officer) | July 13, 2022 | ||
/s/ David S. Thomason *David S. Thomason | Vice President, Chief Financial Officer and Controller (Principal Financial Officer) (Principal Accounting Officer) | July 13, 2022 |
Pacific Gas and Electric Company Majority of Board of Directors:
/s/ Rajat Bahri *Rajat Bahri | Director | July 13, 2022 | ||
/s/ Cheryl F. Campbell *Cheryl F. Campbell | Director | July 13, 2022 | ||
/s/ Kerry W. Cooper *Kerry W. Cooper | Director | July 13, 2022 | ||
/s/ Jessica L. Denecour *Jessica L. Denecour | Director | July 13, 2022 |
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/s/ Mark E. Ferguson III *Mark E. Ferguson III | Director | July 13, 2022 | ||
/s/ Robert C. Flexon *Robert C. Flexon | Director | July 13, 2022 | ||
/s/ W. Craig Fugate *W. Craig Fugate | Director | July 13, 2022 | ||
/s/ Arno L. Harris *Arno L. Harris | Director | July 13, 2022 | ||
/s/ Michael R. Niggli *Michael R. Niggli | Director | July 13, 2022 | ||
/s/ Patricia K. Poppe *Patricia K. Poppe | Director | July 13, 2022 | ||
/s/ Dean L. Seavers *Dean L. Seavers | Director Chair of the Board | July 13, 2022 | ||
/s/ William L. Smith *William L. Smith | Director | July 13, 2022 | ||
/s/ Benjamin F. Wilson *Benjamin F. Wilson | Director | July 13, 2022 | ||
/s/ Adam L. Wright *Adam L. Wright | Executive Vice President, Operations, Chief Operating Officer and Director | July 13, 2022 |
* By: | /s/ Joseph C. Yu | |
Joseph C. Yu Attorney-in fact |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form SF-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 13th day of July, 2022.
PG&E WILDFIRE RECOVERY FUNDING LLC | ||
By: | /s/ Margaret K. Becker | |
Name: | *Margaret K. Becker | |
Title: | Manager and President |
Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||
/s/ Margaret K. Becker *Margaret K. Becker | �� | Manager and President (Principal Executive Officer) | July 13, 2022 | |
/s/ Monica Klemann *Monica Klemann | Manager, Treasurer and Secretary (Principal Financial Officer) (Principal Accounting Officer) | July 13, 2022 |
* By: | /s/ Joseph C. Yu | |
Joseph C. Yu Attorney-in fact |
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