Pacific Gas and Electric Company Announces Cash Tender Offers

Q: Which Pacific Gas and Electric (PCG) bonds are included in the 2026 cash tender offers?

The tender offers cover PCG’s 3.30% Senior Notes due December 1, 2027 and 2.10% First Mortgage Bonds due August 1, 2027 . According to the company, the outstanding principal amounts are $1.15 billion and $1.0 billion, respectively, with the Senior Notes granted higher acceptance priority.

Q: What are the key dates for Pacific Gas and Electric’s (PCG) 2026 bond tender offers?

The withdrawal deadline and expiration date are 5:00 p.m. New York City time, July 31, 2026 . According to the company, pricing will be set at 3:00 p.m. that day, with the expected settlement date on August 4, 2026 , two business days after expiration.

Rhea-AI Impact

(Neutral)

Rhea-AI Sentiment

(Neutral)

Rhea-AI Summary

Pacific Gas and Electric Company (NYSE:PCG) has launched cash tender offers to purchase its 3.30% Senior Notes due December 1, 2027 and 2.10% First Mortgage Bonds due August 1, 2027, subject to an aggregate purchase price cap of $1,000,000,000, which the company may change.

The 3.30% Senior Notes (outstanding $1.15 billion) have the highest acceptance priority, followed by the 2.10% First Mortgage Bonds (outstanding $1.0 billion). Pricing will be set July 31, 2026 using a fixed spread of 20 basis points over specified U.S. Treasuries, with expiration on July 31, 2026 and expected settlement on August 4, 2026. Separately, the company has issued a conditional notice to redeem all $450 million of its 5.450% First Mortgage Bonds due June 15, 2027 on August 6, 2026, subject to funds being available.

Positive

Tender cap up to $1.0 billion of bonds outstanding
$1.15 billion 3.30% Senior Notes prioritized in Acceptance Priority Level 1
Conditional full redemption of $450 million 5.450% First Mortgage Bonds 2027
Pricing based on U.S. Treasuries plus 20 bps fixed spread for each series

Negative

None.

News Explained

Although the tender offers have commenced, PG&E’s obligation to accept and pay for tendered bonds remains conditioned on completing financing sufficient to fund the purchases, and no minimum principal amount must be tendered.

News Market Reaction – PCG

-1.40%

19 alerts

-1.40% Session close to close

+4.7% Peak in 18 hr 14 min

$50.11B Market Cap

0.9x Rel. Volume

In the Jul 27 session, PCG declined 1.40%, reflecting a mild negative market reaction. Argus tracked a peak move of +4.7% during that session. Our momentum scanner triggered 19 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

PCG's -3.15% reaction to its July 23 earnings release adds context to this debt tender offer. The hi...

Analysis

PCG's -3.15% reaction to its July 23 earnings release adds context to this debt tender offer. The historical record was mixed, while net insider selling remains a sourced risk factor to monitor.

Key Figures

Aggregate maximum tender amount: $1,000,000,000 3.30% Senior Notes outstanding: $1,150,000,000 2.10% First Mortgage Bonds outstanding: $1,000,000,000 +5 more

8 metrics

Aggregate maximum tender amount $1,000,000,000 Cash tender offers

3.30% Senior Notes outstanding $1,150,000,000 Notes due December 1, 2027

2.10% First Mortgage Bonds outstanding $1,000,000,000 Bonds due August 1, 2027

Fixed spread +20 basis points Each series over its reference U.S. Treasury security

Withdrawal deadline July 31, 2026 5:00 p.m. New York City time

Price determination date July 31, 2026 3:00 p.m. New York City time

Settlement date August 4, 2026 Expected settlement for bonds tendered by the scheduled expiration date

Redemption bonds outstanding $450,000,000 5.450% First Mortgage Bonds due June 15, 2027

Historical Context

5 past events · Latest: Jul 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 23	earnings report	Positive	-3.1%	Second-quarter earnings increased and full-year core EPS guidance was reaffirmed
Jul 20	customer relief	Positive	+0.6%	California Climate Credits provided eligible customers with summer bill relief
Jul 14	wildfire preparedness	Neutral	+0.4%	PG&E prepared for a possible Public Safety Power Shutoff affecting about 7,800 customers
Jul 14	wildfire preparedness	Neutral	+0.4%	PG&E prepared for a possible shutoff across portions of 10 California counties
Jul 08	emissions reduction	Positive	-0.8%	PG&E reported a 60% reduction in methane emissions versus its 2015 baseline

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent positive or informational announcements produced mixed reactions, including two negative reactions and two positive reactions.

Key Terms

cash tender offers, acceptance priority levels, proration, make-whole premium

4 terms

cash tender offers financial

"today announced the commencement of cash tender offers"

A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.

acceptance priority levels financial

"subject to the order of priority (the "Acceptance Priority Levels")"

A ranked system that tells regulators, service providers or internal teams which applications, submissions or orders should be reviewed and processed first. Like a ticketed queue at a busy bank, higher acceptance priority levels speed up review and approval, which can shorten time to revenue, reduce uncertainty and affect a company’s projected timelines and value—information investors use to judge risk and timing.

proration financial

"Bonds of a series may be subject to proration"

Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.

make-whole premium financial

"plus a "make-whole" premium calculated as set forth"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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07/27/2026 - 09:02 AM

OAKLAND, Calif., July 27, 2026 /PRNewswire/ -- Pacific Gas and Electric Company (the "Company") today announced the commencement of cash tender offers ("Tender Offers") to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $1,000,000,000 (subject to increase or decrease by the Company, the "Aggregate Maximum Tender Amount") of its outstanding 3.30% Senior Notes due December 1, 2027 (the "3.30% Senior Notes") and 2.10% First Mortgage Bonds due August 1, 2027 (the "2.10% First Mortgage Bonds" and, together with the 3.30% Senior Notes, the "Bonds" and, each series, a "series of Bonds"), subject to the order of priority (the "Acceptance Priority Levels" as set forth in the table below under "Acceptance Priority Level").

The price offered in the Tender Offers and other information relating to the Tender Offers are set forth in the table below.

Title of Bonds	CUSIP Numbers¹	Aggregate Principal Amount Outstanding²	Acceptance Priority Level³	Reference U.S. Treasury Security	Bloomberg Reference Page⁴	Fixed Spread (basis points)
3.30% Senior Notes due December 1, 2027	694308 HW0 (SEC Registered) / 694308 HV2 (144A)	$1,150,000,000	1	3.875% U.S. Treasury due November 30, 2027	FIT4	+20
2.10% First Mortgage Bonds due August 1, 2027	694308 JF5	$1,000,000,000	2	3.875% U.S. Treasury due July 31, 2027	FIT4	+20

1. No representation is made as to the correctness or accuracy of the CUSIP Numbers listed in this news release or printed on the Bonds. They are provided solely for the convenience of the Holders (as defined herein) of the Bonds.

2. As of July 27, 2026.

3. Subject to the Aggregate Maximum Tender Amount and proration, the principal amount of each series of Bonds that is purchased in the Tender Offers will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 2 being the lowest) specified in this column.

4. The applicable page on Bloomberg from which the Dealer Managers (as defined herein) will quote the bid side prices of the applicable U.S. Treasury Security.

The Tender Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 27, 2026 (as the same may be amended or supplemented from time to time, the "Offer to Purchase"), including the Financing Condition (as defined below). The Tender Offers are open to all registered holders (the "Holders") of the Bonds. The Company reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount at any time, including on or after the Price Determination Date (as defined below), without extending withdrawal rights except as required by law. Bonds of a series may be subject to proration (as described in the Offer to Purchase) if the aggregate principal amount of the Bonds of such series validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded.

Subject to the terms and conditions of the Tender Offers, each Holder who validly tenders and does not subsequently validly withdraw its Bonds at or prior to 5:00 p.m., New York City time, on July 31, 2026 (the "Withdrawal Deadline") will be entitled to receive the applicable total consideration ("Tender Offer Consideration"), plus accrued and unpaid interest up to, but not including, the settlement date if and when such Bonds are accepted for payment. The Tender Offer Consideration for each series of Bonds validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase. In calculating the applicable Tender Offer Consideration for a series of Bonds, the application of the par call date will be in accordance with standard market practice. The Tender Offer Consideration will be determined at 3:00 p.m., New York City time, July 31, 2026, unless extended by the Company (the "Price Determination Date").

Payments for the Bonds purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Bonds up to, but not including, the settlement date for such Bonds accepted for purchase. The settlement date for the Bonds that are validly tendered on or prior to 5:00 p.m., New York City time, on July 31, 2026 (the "Expiration Date") is expected to be August 4, 2026, two business days following the scheduled Expiration Date (the "Settlement Date").

Subject to the Aggregate Maximum Tender Amount and proration, all Bonds validly tendered and not validly withdrawn at or prior to the Expiration Date having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any validly tendered Bonds having a lower Acceptance Priority Level (with 2 being the lowest).

Each Tender Offer is a separate offer, and each Tender Offer may be individually amended, extended, terminated or withdrawn without amending, extending, terminating or withdrawing any other Tender Offer. The Tender Offers are subject to the satisfaction or waiver of certain conditions, including the Financing Condition, as described herein, and the Company expressly reserves its right, subject to applicable law, to terminate the Tender Offers at any time prior to the Expiration Date.

The Company's obligation to accept for purchase, and to pay for, the Bonds validly tendered pursuant to the Tender Offers is subject to, and conditioned upon, among other things, the completion of one or more offerings of first mortgage bonds by the Company or one or more other capital markets financing transactions on terms and conditions satisfactory to the Company, providing aggregate gross proceeds sufficient to pay the aggregate purchase price for Bonds validly tendered pursuant to the Tender Offers (the "Financing Condition"). The Tender Offers are not contingent upon the tender of any minimum principal amount of the Bonds.

The Company has retained J.P. Morgan Securities LLC and Barclays Capital Inc. to serve as Dealer Managers for the Tender Offers. D. F. King has been retained to serve as the Tender and Information Agent for the Tender Offers. Questions regarding the Tender Offers may be directed to J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Toll-Free: (866) 834-4666, Collect: (212) 834-4818 and Barclays Capital Inc. at 745 Seventh Avenue, 5^th Floor, New York, New York 10019, Toll-Free: (800) 438-3242, Collect: (212) 528-7581. Requests for the Offer to Purchase may be directed to D. F. King & Co., Inc. at pgecorp@dfking.com or toll-free at (800) 515-4479 and toll at (212) 931-0857. Additionally, copies of the Offer to Purchase are available at the following webpage: www.dfking.com/pgecorp. The Company is making the Tender Offers only by, and pursuant to, the terms of the Offer to Purchase. None of the Company, the Dealer Managers, or the Tender and Information Agent make any recommendation as to whether Holders should tender or refrain from tendering their Bonds. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Bonds and, if so, the principal amount of the Bonds to tender. The Tender Offers are not being made to holders of the Bonds 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 securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the Dealer Managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Substantially concurrently with the commencement of the Tender Offers, the Company delivered to the relevant trustee a conditional notice of full redemption to be delivered to the holders with a scheduled redemption date of August 6, 2026 (the "Redemption Date"), for all of its 5.450% First Mortgage Bonds due June 15, 2027 (the "Redemption Bonds"), of which $450,000,000 aggregate principal amount is outstanding (the "Redemption"), in accordance with the indenture that governs the Redemption Bonds. The redemption price is equal to 100% of the principal amount of the Redemption Bonds redeemed plus a "make-whole" premium calculated as set forth in the indenture that governs the Redemption Bonds, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Redemption is conditioned on the Company having available all funds necessary on the Redemption Date to cause the redemption of the Redemption Bonds. In the Company's discretion, the Redemption Date may be delayed until such time as the preceding condition shall be satisfied (or waived by the Company in its sole discretion), or the Redemption may not occur and such notice of conditional full redemption may be rescinded in the event that the preceding condition shall not have been satisfied (or waived by the Company in its sole discretion). This statement shall not constitute a notice of redemption under the indenture governing the Redemption Bonds.

About the Company

Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE: PCG), is a combined natural gas and electric utility serving more than sixteen million people across 70,000 square miles in Northern and Central California.

Forward-Looking Statements

This news release contains forward-looking statements that are not historical facts, including statements about the timing of the Tender Offers, the Company's ability to complete the Tender Offers, the Company's ability to complete the Redemption, other terms of the Tender Offers including the Financing Condition, the successful completion of the concurrent capital markets financing transaction that is subject to the Financing Condition, and other information. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include factors disclosed in PG&E Corporation and Pacific Gas and Electric Company's joint annual report on Form 10-K for the year ended December 31, 2025, its most recent quarterly report on Form 10-Q for the quarter ended June 30, 2026, and other reports filed with the SEC, which are available on the SEC's website. Pacific Gas and Electric Company undertakes no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law.

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SOURCE Pacific Gas and Electric Company

FAQ

What did Pacific Gas and Electric (PCG) announce in its July 27, 2026 tender offer?

Pacific Gas and Electric launched cash tender offers to repurchase certain 2027 bonds, capped at a $1 billion aggregate purchase price. According to the company, the offers target 3.30% Senior Notes and 2.10% First Mortgage Bonds with defined priority levels and pricing spreads.

Which Pacific Gas and Electric (PCG) bonds are included in the 2026 cash tender offers?

The tender offers cover PCG’s 3.30% Senior Notes due December 1, 2027 and 2.10% First Mortgage Bonds due August 1, 2027. According to the company, the outstanding principal amounts are $1.15 billion and $1.0 billion, respectively, with the Senior Notes granted higher acceptance priority.

What is the maximum amount Pacific Gas and Electric (PCG) will spend in the 2026 bond tender offers?

Pacific Gas and Electric set an aggregate purchase price cap of $1,000,000,000 for the tender offers. According to the company, this Aggregate Maximum Tender Amount may be increased or decreased at its discretion, potentially without extending withdrawal rights except as required by law.

What are the key dates for Pacific Gas and Electric’s (PCG) 2026 bond tender offers?

The withdrawal deadline and expiration date are 5:00 p.m. New York City time, July 31, 2026. According to the company, pricing will be set at 3:00 p.m. that day, with the expected settlement date on August 4, 2026, two business days after expiration.

How will Pacific Gas and Electric (PCG) determine pricing for the 2026 bond tender offers?

Tender consideration will be based on the yield of specified U.S. Treasuries plus a 20 basis point fixed spread for each series. According to the company, pricing is calculated using bid-side Treasury prices at 3:00 p.m. New York City time on July 31, 2026.

What is the conditional redemption Pacific Gas and Electric (PCG) announced for its 5.450% First Mortgage Bonds?

Pacific Gas and Electric delivered a conditional notice to redeem all $450 million of its 5.450% First Mortgage Bonds due June 15, 2027 on August 6, 2026. According to the company, this redemption depends on having sufficient funds available on the redemption date.

What financing condition applies to Pacific Gas and Electric’s (PCG) 2026 bond tender offers?

The company’s obligation to purchase tendered bonds is conditioned on completing one or more capital markets financings that provide sufficient gross proceeds. According to Pacific Gas and Electric, this “Financing Condition” must fund the aggregate purchase price of all bonds validly tendered and accepted.