Pacific Gas and Electric Company Announces Pricing Terms of Cash Tender Offers

Rhea-AI Summary

Pacific Gas and Electric Company (NYSE: PCG) announced final pricing terms for its cash tender offers to repurchase outstanding 3.30% Senior Notes due December 1, 2027 and 2.10% First Mortgage Bonds due August 1, 2027, for an aggregate purchase price capped at $1.2 billion, subject to adjustment.

The Tender Offer Consideration per $1,000 principal is $985.34 for the 3.30% Senior Notes and $977.95 for the 2.10% First Mortgage Bonds, based on a fixed spread of 20 basis points over specified 3.875% U.S. Treasury securities. The withdrawal and expiration deadline is 5:00 p.m., New York City time, on July 31, 2026, with settlement expected on August 4, 2026. Preliminary information indicates all tendered 3.30% Senior Notes are expected to be accepted and the 2.10% First Mortgage Bonds preliminarily prorated at 26.6%, subject to final results and a financing condition.

Positive

• Aggregate tender cap set at $1.2 billion purchase price for Bonds
• Tender prices set at $985.34 and $977.95 per $1,000 principal
• Preliminary indication that all tendered 3.30% Senior Notes will be accepted

Negative

• Completion of the Tender Offers is subject to a financing condition and may not occur as described

News Market Reaction – PCG

+0.29% 1.5x vol

1 alert

+0.29% Session close to close

$38.28B Market Cap

1.5x Rel. Volume

In the Aug 3 session, PCG gained 0.29%, reflecting a mild positive market reaction. Trading volume was above average at 1.5x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

Historical context shows two July 27 tender-offer announcements each recorded a -1.4% 24-hour reacti...

Analysis

Historical context shows two July 27 tender-offer announcements each recorded a -1.4% 24-hour reaction. That comparison frames the pricing update, while recent insider activity was Net Selling and remains a relevant risk factor.

Key Figures

Aggregate Maximum Tender Amount: $1,200,000,000 3.30% Senior Notes Consideration: $985.34 2.10% First Mortgage Bonds Consideration: $977.95 +5 more

8 metrics

Aggregate Maximum Tender Amount $1,200,000,000 Tender offers for two bond series

3.30% Senior Notes Consideration $985.34 Per $1,000 principal amount

2.10% First Mortgage Bonds Consideration $977.95 Per $1,000 principal amount

Fixed Spread 20 basis points Applied over applicable U.S. Treasury securities

3.30% Notes Reference Yield 4.248% Determined July 31, 2026

2.10% Bonds Reference Yield 4.196% Determined July 31, 2026

Expected Proration Factor 26.6% 2.10% First Mortgage Bonds

Expected Settlement Date August 4, 2026 For bonds tendered by the scheduled Expiration Date

Historical Context

5 past events · Latest: Jul 27 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 27	Tender offer upsizing	Positive	-1.4%	Aggregate maximum tender amount increased from $1.0 billion to $1.2 billion.
Jul 27	Tender offer launch	Neutral	-1.4%	Company launched cash tender offers for senior notes and first mortgage bonds.
Jul 23	Earnings report	Positive	-3.1%	Second-quarter GAAP and non-GAAP earnings increased year over year.
Jul 20	Customer credit	Positive	+0.6%	Eligible residential customers received two $36.18 California Climate Credits.
Jul 14	Wildfire shutdown	Negative	+0.4%	PG&E prepared for a possible Public Safety Power Shutoff affecting customers.

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

Pattern Detected

The two July 27 tender-offer announcements each coincided with a -1.4% 24-hour reaction, while the positive July 23 earnings report coincided with a -3.15% reaction.

Key Terms

tender offers, proration factor, financing condition, 144a

4 terms

tender offers financial

"previously announced cash tender offers ("Tender Offers") to purchase"

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

proration factor financial

"pro-rate the 2.10% First Mortgage Bonds at a proration factor of 26.6%"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

financing condition financial

"satisfaction or waiver of the Financing Condition"

Financing condition refers to the overall environment and terms under which borrowing money is available, including interest rates, lending standards, and access to credit. It influences how easily individuals or businesses can obtain funds and at what cost, affecting economic activity and investment decisions. When financing conditions are favorable, borrowing is easier and cheaper; when they tighten, borrowing becomes more difficult and expensive.

144a regulatory

"694308 HW0 (SEC Registered) / 694308 HV2 (144A)"

Rule 144A is a U.S. securities regulation that allows companies to sell restricted or privately placed securities to large, qualified institutional buyers without registering them with regulators first. Think of it as a members-only market where big investors can trade privately issued stock or bonds faster and with fewer public disclosures, which matters to investors because it affects how quickly companies can raise capital, how easily those securities can be resold, and the transparency and liquidity available to smaller investors.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

OAKLAND, Calif., July 31, 2026 /PRNewswire/ -- Pacific Gas and Electric Company (the "Company") today announced the pricing terms of its previously announced cash tender offers ("Tender Offers") to purchase up to an aggregate principal amount that will not result in an aggregate purchase price that exceeds $1,200,000,000 (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"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 27, 2026 (as amended by the press release dated July 27, 2026 regarding an upsize to the Aggregate Maximum Tender Amount, the "Offer to Purchase"), subject to the Acceptance Priority Levels as set forth in the Offer to Purchase.

The "Tender Offer Consideration" for each per $1,000 principal amount of the Bonds validly tendered and accepted for purchase pursuant to the Tender Offers was determined by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable U.S. Treasury Security, and will be payable to the registered holders ("Holders") of the Bonds who validly tender and do not validly withdraw their Bonds at or before 5:00 p.m., New York City time, on July 31, 2026 (the "Withdrawal Deadline") and whose Bonds are accepted for purchase by the Company. The reference yields (as determined pursuant to the Offer to Purchase) were determined at 3:00 p.m., New York City time, today, July 31, 2026, by the Dealer Managers (as defined below).

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").

Based upon information received from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the "Tender and Information Agent"), at 3:00 p.m., New York City time, today, July 31, 2026, the Company expects to accept all tendered 3.30% Senior Notes in full and to accept a portion of the 2.10% First Mortgage Bonds. The Company expects to pro-rate the 2.10% First Mortgage Bonds at a proration factor of 26.6%, however the final proration factor will be determined after 5:00 p.m., New York City time on the Expiration Date once final results are received. Because Holders of the Bonds may withdraw validly tendered Bonds at any time prior to the Withdrawal Deadline, and additional Bonds may be validly tendered prior to such time, the Company does not view these preliminary results as representative of the final results of the Tender Offers.

Title of Bonds		CUSIP Numbers1	Acceptance Priority Level2	Reference U.S. Treasury Security	Fixed Spread (basis points)	Reference Yield	Tender Offer Consideration3
3.30% Senior Notes due  December 1, 2027		694308 HW0 (SEC Registered) / 694308 HV2 (144A)	1	3.875% U.S. Treasury due November 30, 2027	+20	4.248 %	$985.34
2.10% First Mortgage  Bonds due August 1, 2027		694308 JF5	2	3.875% U.S. Treasury due July 31, 2027	+20	4.196 %	$977.95

‌	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 of the Bonds.
	2.		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.
	3.		Per $1,000 principal amount of Bonds validly tendered at or prior to the Expiration Date and accepted for purchase by the Company, which does not include accrued interest.

Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase, which was sent by the Company to Holders of the Bonds. Holders of the Bonds are encouraged to read the Offer to Purchase as it contains important information regarding the Tender Offers. 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 satisfaction or waiver of the Financing Condition (as defined in the Offer to Purchase).

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 of the Bonds should tender or refrain from tendering their Bonds. Holders of the Bonds 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.

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, statements about the Company's expectations for participation in the Tender Offers based on results prior to the Withdrawal Deadline, the Company's ability to complete the Tender Offers, 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/pacific-gas-and-electric-company-announces-pricing-terms-of-cash-tender-offers-302840342.html

SOURCE Pacific Gas and Electric Company

FAQ

What are the key terms of Pacific Gas and Electric's (PCG) July 2026 cash tender offers?

Pacific Gas and Electric launched cash tender offers to repurchase two bond series, capped at an aggregate purchase price of $1.2 billion. According to Pacific Gas and Electric Company, pricing is based on fixed spreads over 3.875% U.S. Treasury yields, with settlement expected on August 4, 2026.

Which PCG bonds are included in Pacific Gas and Electric's 2026 tender offers and at what prices?

The offers cover 3.30% Senior Notes due 2027 and 2.10% First Mortgage Bonds due 2027. According to Pacific Gas and Electric Company, the Tender Offer Consideration is $985.34 and $977.95 per $1,000 principal, respectively, excluding accrued interest payable at settlement.

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

The aggregate purchase price for the Tender Offers will not exceed $1.2 billion, subject to possible adjustment. According to Pacific Gas and Electric Company, this Aggregate Maximum Tender Amount applies across both bond series and is combined with acceptance priority levels and potential proration limits.

What are the deadlines and expected settlement date for Pacific Gas and Electric's (PCG) 2026 tender offers?

Bonds must be tendered and not withdrawn by 5:00 p.m. New York City time on July 31, 2026. According to Pacific Gas and Electric Company, the expected settlement date for accepted bonds is August 4, 2026, two business days after the expiration date.

How will Pacific Gas and Electric (PCG) prioritize and prorate bonds in the 2026 tender offers?

Acceptance uses specified priority levels, with 3.30% Senior Notes ranked above 2.10% First Mortgage Bonds. According to Pacific Gas and Electric Company, preliminary data suggests 2.10% bonds may be prorated at about 26.6%, though final proration will be set after the expiration deadline.

Are Pacific Gas and Electric's (PCG) July 2026 tender offers for bonds guaranteed to be completed?

The Tender Offers are not guaranteed; completion depends on several conditions, including a financing condition. According to Pacific Gas and Electric Company, its obligation to accept and pay for validly tendered bonds is expressly subject to satisfaction or waiver of those conditions.

What do the 2026 tender offer terms mean for Pacific Gas and Electric (PCG) bondholders?

Bondholders can sell eligible bonds for cash at defined Tender Offer Consideration plus accrued interest. According to Pacific Gas and Electric Company, participation is voluntary, and no recommendation is made; holders must decide whether, and how much, to tender after consulting their advisors.