Pacific Gas and Electric Company Announces Upsizing of Cash Tender Offers

Rhea-AI Summary

Pacific Gas and Electric Company (NYSE: PCG) increased the Aggregate Maximum Tender Amount for its previously announced cash tender offers for its 3.30% Senior Notes due December 1, 2027 and 2.10% First Mortgage Bonds due August 1, 2027 from $1.0 billion to $1.2 billion, subject to Acceptance Priority Levels.

Holders who validly tender by the 5:00 p.m. New York City time July 31, 2026 Withdrawal Deadline are eligible for the Tender Offer Consideration plus accrued interest, if their bonds are accepted. The price will be determined at 3:00 p.m. New York City time on July 31, 2026. The 3.30% Senior Notes’ minimum tender denomination is amended to $100,000 and integral multiples of $1,000, while the minimum denominations for the 2.10% First Mortgage Bonds are unchanged. The offers are subject to conditions, including a Financing Condition, and may be subject to proration.

Positive

• Aggregate Maximum Tender Amount increased to $1.2 billion from $1.0 billion
• Upsized offer targets 3.30% Senior Notes (2027) and 2.10% First Mortgage Bonds (2027)
• Early participation economics defined with pricing at 3:00 p.m. July 31, 2026
• Professional support from J.P. Morgan and Barclays as Dealer Managers

Negative

• Potential cash outlay for bond repurchases raised to $1.2 billion
• 3.30% Senior Notes minimum denomination increased to $100,000, limiting smaller positions’ tender flexibility
• Tender Offers remain conditional on satisfaction or waiver of a Financing Condition
• Proration risk if tenders exceed the Aggregate Maximum Tender Amount

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

Recent PCG news included Net Selling insider activity, adding a governance and ownership context to ...

Analysis

Recent PCG news included Net Selling insider activity, adding a governance and ownership context to the tender-offer upsizing. The platform record also shows frequent reaction divergence; investors can monitor acceptance conditions and any further terms changes.

Key Figures

Aggregate purchase price: $1.2 billion Senior Notes coupon: 3.30% First Mortgage Bonds coupon: 2.10% +4 more

7 metrics

Aggregate purchase price $1.2 billion Increased from $1.0 billion for the tender offers

Senior Notes coupon 3.30% Senior Notes due December 1, 2027

First Mortgage Bonds coupon 2.10% First Mortgage Bonds due August 1, 2027

Withdrawal deadline 5:00 p.m. New York City time, July 31, 2026 Deadline for valid tender withdrawal

Consideration determination 3:00 p.m. New York City time, July 31, 2026 Tender Offer Consideration determination

Senior Notes minimum denomination $100,000 Minimum principal amount that may be tendered and retained

Additional denomination increment $1,000 Integral multiples above the minimum denomination

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	Negative	+0.4%	PG&E prepared for a potential Public Safety Power Shutoff during high-wind conditions.
Jul 14	wildfire preparedness	Negative	+0.4%	A possible Public Safety Power Shutoff could affect customers across ten California counties.
Jul 08	emissions reduction	Positive	-0.8%	PG&E reported methane emissions reductions ahead of its stated 2030 goal.

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

Pattern Detected

PCG's recent news reactions diverged from the apparent direction of the announcement in four of five observed events.

Key Terms

aggregate maximum tender amount, acceptance priority levels, financing condition, proration

4 terms

aggregate maximum tender amount financial

"increasing the Aggregate Maximum Tender Amount"

The aggregate maximum tender amount is the total dollar value or number of shares a buyer sets as the upper limit for a tender offer — essentially the biggest “bucket” of stock or cash the buyer is willing to accept. It matters to investors because it determines whether all shareholders who want to sell will be able to do so; if more shares are offered than that limit, the buyer will accept only part of each seller’s offer, meaning some shareholders may have only a portion of their sale executed.

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.

financing condition financial

"including 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.

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.

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

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OAKLAND, Calif., July 27, 2026 /PRNewswire/ -- Pacific Gas and Electric Company (the "Company") today announced that it is increasing the Aggregate Maximum Tender Amount (as defined in the Offer to Purchase referred to below) for its previously announced cash tender offers ("Tender Offers") such that the aggregate purchase price for the Tender Offers will be increased from $1,000,000,000 to $1,200,000,000 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 in the Offer to Purchase).

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 determination of the Tender Offer Consideration will occur at 3:00 p.m., New York City time, July 31, 2026.

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, including by this news release, the "Offer to Purchase"), including the Financing Condition (as defined in the Offer to Purchase). 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 further increase the Aggregate Maximum Tender Amount at any time, including on or after the Price Determination Date (as defined in the Offer to Purchase), 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. 

The minimum denomination for the 3.30% Senior Notes that may be tendered and accepted for payment is hereby amended to be only in principal amounts equal to minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. Holders who do not tender all of their 3.30% Senior Notes must ensure that they retain a principal amount of 3.30% Senior Notes amounting to at least the minimum denomination equal to $100,000. The minimum denominations for the 2.10% First Mortgage Bonds remains unchanged.

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.

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.

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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/pacific-gas-and-electric-company-announces-upsizing-of-cash-tender-offers-302835619.html

SOURCE Pacific Gas and Electric Company

FAQ

What did Pacific Gas and Electric (PCG) change in its July 2026 cash tender offers?

Pacific Gas and Electric increased the Aggregate Maximum Tender Amount for its cash tender offers from $1.0 billion to $1.2 billion. According to the company, this applies to its 3.30% Senior Notes due 2027 and 2.10% First Mortgage Bonds due 2027, subject to priority levels.

Which Pacific Gas and Electric (PCG) bonds are included in the upsized $1.2 billion tender offer?

The upsized tender offer targets Pacific Gas and Electric’s 3.30% Senior Notes due December 1, 2027 and 2.10% First Mortgage Bonds due August 1, 2027. According to the company, acceptance follows specified Acceptance Priority Levels and may involve proration if tenders exceed the Aggregate Maximum Tender Amount.

When is the withdrawal deadline for Pacific Gas and Electric’s (PCG) July 2026 tender offers?

The withdrawal deadline is 5:00 p.m., New York City time, on July 31, 2026. According to the company, holders who validly tender and do not withdraw by then may receive the Tender Offer Consideration plus accrued interest if their bonds are accepted for purchase.

How is the tender offer consideration determined for Pacific Gas and Electric (PCG) bonds in 2026?

The tender offer consideration will be determined at 3:00 p.m., New York City time, on July 31, 2026. According to Pacific Gas and Electric, eligible holders will receive this consideration plus accrued and unpaid interest up to, but not including, the settlement date, if their bonds are accepted.

What are the minimum denominations for tendering Pacific Gas and Electric 3.30% Senior Notes (PCG) in 2026?

The minimum denomination for tendering 3.30% Senior Notes is now $100,000 and integral multiples of $1,000 above that. According to the company, holders who do not tender all their notes must retain at least $100,000 principal amount; 2.10% First Mortgage Bond denominations are unchanged.

Are Pacific Gas and Electric’s (PCG) July 2026 tender offers subject to any conditions?

Yes, the tender offers are subject to conditions, including a Financing Condition. According to Pacific Gas and Electric, its obligation to accept and pay for validly tendered bonds depends on satisfaction or waiver of these conditions, and bonds may be subject to proration if tenders exceed the Aggregate Maximum Tender Amount.

Who manages Pacific Gas and Electric’s (PCG) upsized 2026 bond tender offers?

Pacific Gas and Electric appointed J.P. Morgan Securities and Barclays Capital as Dealer Managers for the tender offers. According to the company, D. F. King is the Tender and Information Agent, handling requests for the Offer to Purchase and related holder communications.