Pacific Gas and Electric Company Announces Results of Cash Tender Offers

Rhea-AI Summary

Pacific Gas and Electric Company (NYSE: PCG) announced final results of its cash tender offers for its 3.30% Senior Notes due December 1, 2027 and 2.10% First Mortgage Bonds due August 1, 2027, capped by an Aggregate Maximum Tender Amount based on purchase price.

As of the July 31, 2026 Expiration Date, holders tendered $1,067,357,000 of 3.30% Senior Notes (Acceptance Priority Level 1) and $841,253,000 of 2.10% First Mortgage Bonds (Priority Level 2. The company will accept for payment an Aggregate Maximum Tender Amount of $1,218,990,000 of Bonds, with 2.10% First Mortgage Bonds subject to an 18.2% proration factor, rounded down to the nearest $1,000.

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 specified U.S. Treasury reference securities plus a 20 bps fixed spread. Accepted Bonds will also receive accrued and unpaid interest. Settlement is subject to a Financing Condition. J.P. Morgan Securities and Barclays Capital are Dealer Managers, and D.F. King is Tender and Information Agent.

Positive

• Aggregate Maximum Tender Amount set at $1,218,990,000 of Bonds to be purchased
• Strong participation in 3.30% Senior Notes with $1,067,357,000 principal tendered
• Significant tenders in 2.10% First Mortgage Bonds totaling $841,253,000 principal
• Clear pricing terms with Tender Offer Consideration of $985.34 and $977.95 per $1,000 principal

Negative

• 2.10% First Mortgage Bonds subject to 18.2% proration, limiting amounts accepted
• Completion of purchases remains conditional on satisfaction or waiver of a Financing Condition

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

News ID 1087297 recorded a 1.4% decline after PCG’s July 27 tender-offer upsizing. Against that reco...

Analysis

News ID 1087297 recorded a 1.4% decline after PCG’s July 27 tender-offer upsizing. Against that record, the results chiefly add acceptance and proration detail; net selling by insiders is a risk factor to monitor alongside the financing-condition disclosure.

Key Figures

Aggregate Maximum Tender Amount: $1,200,000,000 3.30% Notes Tendered: $1,067,357,000 2.10% Bonds Tendered: $841,253,000 +4 more

7 metrics

Aggregate Maximum Tender Amount $1,200,000,000 Cash tender offers

3.30% Notes Tendered $1,067,357,000 At the July 31, 2026 expiration date

2.10% Bonds Tendered $841,253,000 At the July 31, 2026 expiration date

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

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

2.10% Bonds Proration 18.2% Proration factor for validly tendered bonds

Accepted Tender Amount $1,218,990,000 Aggregate amount of bonds purchased on the expiration date

Historical Context

5 past events · Latest: Jul 27 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 27	Tender offer upsizing	Neutral	-1.4%	Aggregate maximum tender amount increased from $1.0 billion to $1.2 billion.
Jul 27	Cash tender offers	Neutral	-1.4%	Company launched offers for senior notes and first mortgage bonds.
Jul 23	Second-quarter earnings	Positive	-3.1%	GAAP and non-GAAP earnings increased year over year.
Jul 20	Customer bill relief	Neutral	+0.6%	Eligible customers received two $36.18 California Climate Credits.
Jul 14	Wildfire risk monitoring	Negative	+0.4%	High-wind conditions prompted preparation for a possible power shutoff.

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

Pattern Detected

Three of five recent events had negative price reactions, including both July 27 tender-offer announcements and the second-quarter earnings release.

Key Terms

cash tender offers, acceptance priority levels, proration factor, financing condition, +1 more

5 terms

cash tender offers financial

"announced the results of its previously announced 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 Acceptance Priority Levels as set forth in the Offer to Purchase"

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 factor financial

"will be subject to a proration factor of 18.2%"

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

"subject to, and conditioned upon, among other things, the 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.

tender offer consideration financial

"The Tender Offer Consideration was determined at 3:00 p.m."

The form of payment an investor receives when a buyer seeks to purchase shares through a tender offer—commonly cash, shares of the buyer, or a mix of both. Like choosing between immediate cash or trade credit at a store, the choice affects how much value you actually get today, whether you keep an ownership stake, possible tax consequences, and how easily you can sell the proceeds, so it directly influences an investor’s financial outcome from the deal.

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

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OAKLAND, Calif., July 31, 2026 /PRNewswire/ -- Pacific Gas and Electric Company (the "Company") today announced the results 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 (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.

According to information received from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the "Tender and Information Agent"), as of 5:00 p.m., New York City time, on July 31, 2026 (the "Expiration Date"), the Company had received valid tenders from the registered holders (the "Holders") of the Bonds that were not validly withdrawn as set forth in the table below.

Title of Bonds	CUSIP Numbers1	Acceptance Priority Level2	Reference U.S. Treasury Security	Fixed Spread (basis points)	Reference Yield	Tender Offer Consideration3	Aggregate Principal Amount Tendered at the Expiration Date
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	$1,067,357,000
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	$841,253,000

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.

The 2.10% First Mortgage Bonds validly tendered will be subject to a proration factor of 18.2%, with appropriate adjustments downward to the nearest $1,000 principal amount to avoid the purchases of 2.10% First Mortgage Bonds in principal amounts other than in integral multiples of $1,000.

The Tender Offer Consideration (as defined in the Offer to Purchase) was determined at 3:00 p.m., New York City time, on July 31, 2026.

The Company will accept for payment $1,218,990,000 Aggregate Maximum Tender Amount of all Bonds purchased on the Expiration Date (as defined in the Offer to Purchase).  All payments for Bonds purchased in connection with the Expiration Date will also include accrued and unpaid interest on the principal amount of the Bonds purchased, from the last interest payment date with respect to those Bonds to, but not including, the Expiration Date.

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.

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, 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 are the results of Pacific Gas and Electric (PCG) 2026 cash tender offers for its Bonds?

Pacific Gas and Electric plans to purchase up to an Aggregate Maximum Tender Amount of $1,218,990,000 of its Bonds. According to Pacific Gas and Electric Company, holders tendered $1,067,357,000 of 3.30% Senior Notes and $841,253,000 of 2.10% First Mortgage Bonds by the July 31, 2026 Expiration Date.

What is the Aggregate Maximum Tender Amount in the Pacific Gas and Electric (PCG) bond tender offers?

The Aggregate Maximum Tender Amount is $1,218,990,000 of Bonds to be purchased based on aggregate purchase price. According to Pacific Gas and Electric Company, this cap governs total cash paid across both the 3.30% Senior Notes and 2.10% First Mortgage Bonds tendered and accepted.

How are PCG 2.10% First Mortgage Bonds being prorated in the 2026 tender offer?

Validly tendered 2.10% First Mortgage Bonds are subject to an 18.2% proration factor, adjusted to the nearest $1,000 principal. According to Pacific Gas and Electric Company, this proration applies because total tenders exceeded the amount that can be purchased under the Aggregate Maximum Tender Amount.

What is the Tender Offer Consideration for PCG 3.30% Senior Notes due December 1, 2027?

The Tender Offer Consideration for the 3.30% Senior Notes is $985.34 per $1,000 principal amount accepted. According to Pacific Gas and Electric Company, this price is based on a 3.875% U.S. Treasury due November 30, 2027 plus a 20 basis point fixed spread and the reference yield.

What is the Tender Offer Consideration for PCG 2.10% First Mortgage Bonds due August 1, 2027?

The Tender Offer Consideration for 2.10% First Mortgage Bonds is $977.95 per $1,000 principal amount accepted. According to Pacific Gas and Electric Company, the price is calculated using a 3.875% U.S. Treasury due July 31, 2027, a 20 basis point spread and the applicable reference yield.

When did the Pacific Gas and Electric (PCG) bond tender offers expire and when was pricing set?

The tender offers expired at 5:00 p.m. New York City time on July 31, 2026. According to Pacific Gas and Electric Company, the Tender Offer Consideration was determined earlier that day at 3:00 p.m. New York City time, with accepted Bonds also receiving accrued and unpaid interest.

Are the Pacific Gas and Electric (PCG) tender offers subject to any financing conditions?

Yes, the company’s obligation to purchase tendered Bonds is subject to a Financing Condition. According to Pacific Gas and Electric Company, acceptance and payment for validly tendered Bonds depend on satisfaction or waiver of this condition and other terms in the Offer to Purchase.