$太平洋煤气电力(PCG)$ 瓜分蛋糕正式开始：
Backstop Amendments
On June 8, 2020, the Corporation entered into separate agreements (each, a “Consent Agreement”) with investors (each, a “Backstop Party”) holding 89% of the equity backstop commitments to amend the Chapter 11 Plan Backstop Commitment Letters between the Corporation and each such Backstop Party (each, a “Backstop Commitment Letter”) and provide for certain other arrangements. The Consent Agreements address, among other things:
● Amended and Restated Backstop Commitment Letters: Subject to the effectiveness of each Consent Agreement, each Backstop Party’s Backstop Commitment Letter will be amended and restated to provide that the Corporation may issue common stock (or forward purchase contracts or other equity-linked securities) to finance the transactions contemplated by the Plan at any price per share, as long as the Implied P/E Multiple (as defined in each Backstop Commitment Letter) exceeds the Backstop Multiple (as defined in each Backstop Commitment Letter).
● Greenshoe Backstop: As the Corporation announced on June 8, 2020, the Corporation expects to pursue underwritten offerings of up to $5.75 billion of equity securities to finance the transactions contemplated by the Plan, of which up to $523 million (the “Option Amount”) would be issuable pursuant to customary options granted to the underwriters thereof to purchase additional securities (the “Option Securities”). Each Consent Agreement contemplates that, subject to the effectiveness of each Consent Agreement, the Backstop Party will enter into a prepaid forward contract (a “Forward Contract”) to purchase its pro rata share of the Option Amount, which amount would be funded shortly prior to the effective date of the Plan. To the extent that the underwriters exercise their option to purchase additional securities under any applicable underwriting agreement, the Corporation would redeem each Forward Contract ratably at par on or after the effective date of the Plan. Any amount of the Forward Contract that is not redeemed after 30 days would be settled in shares of PG&E Corporation common stock at a per share price equal to the lesser of (i) the offering price in any public offering of PG&E Corporation common stock and (ii) the price per share offered to an investor in a substantially concurrent private transaction for shares of PG&E Corporation common stock as described below under the heading “Investment Agreements”. The terms of the Forward Contract are described in Exhibit B to each Consent Agreement.
● Additional Backstop Commitment Share Premium: Subject to the conditions set forth in each Consent Agreement, the Corporation would issue to each Backstop Party its pro rata share of 50,000,000 shares of PG&E Corporation common stock, determined in accordance with each Consent Agreement. Such shares will only be payable in the event that the Corporation completes a Permitted Equity Offering (as defined in the Backstop Commitment Letters).
The effectiveness of each Consent Agreement is subject to certain conditions, including that by June 30, 2020, the Corporation must obtain Bankruptcy Court approval of the Consent Agreements (including the Additional Backstop Commitment Share Premium and the Amended and Restated Backstop Commitment Letters).
The foregoing description of each Consent Agreement, each Amended and Restated Backstop Commitment Letter and the terms for each Forward Contract does not purport to be complete and is qualified in its entirety by reference to the text of each such document, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated by reference herein. The Company will offer each other entity that currently is a party to an existing Chapter 11 Plan Backstop Commitment Letter the opportunity to enter into a Consent Agreement.
On June 7, 2020, the Corporation entered into an Investment Agreement (the “Investment Agreement”) with affiliates of Appaloosa Management, LP, Third Point LLC, Zimmer Partners, LP, Fidelity Management & Research Company, LLC and GIC Pte Ltd (each, an “Investor” and together, the “Investors”), relating to the issuance and sale to the Investors of an aggregate of $3.25 billion of the Corporation’s Common Stock, no par value (the “Common Stock”), for a price per share that will be equal to (a) if the Public Equity Offering Price (as defined below) is greater than $10.5263, the lesser of (i) 95% of the Public Equity Offering Price and (ii) $10.50 and (b) if the Public Equity Offering Price is equal to or less than $10.5263, the lesser of (i) the Public Equity Offering Price and (ii) $10.00.