SAN FRANCISCO, Calif.- Pacific Gas and Electric Company (PG&E) announced today the extension of the Early Tender Date, the Price Determination Date and the Expiration Date of its previously announced tender offer to purchase for cash up to $500 million in aggregate principal amount of its outstanding 4.80% Senior Notes due 2014 (the "Notes"). The tender offer is subject to the terms and conditions set forth in the Offer to Purchase, dated May 28, 2013, the Letter of Transmittal, and related tender offer materials (the "tender offer documents").
The previously announced Early Tender Date for Notes validly tendered pursuant to the tender offer has been extended to 5:00 p.m., New York City Time, on June 11, 2013 (unless further extended or earlier terminated). Notes that are validly tendered prior to such time pursuant to the tender offer and accepted for purchase will be entitled to receive the Total Consideration, which is inclusive of the Early Tender Premium, plus accrued and unpaid interest to, but not including, the settlement date for such Notes.
The previously announced Price Determination Date has been extended to 1:00 p.m., New York City time, on June 11, 2013 (unless further extended or earlier terminated).
The previously announced Expiration Date for Notes validly tendered pursuant to the tender offer has been extended to 11:59 p.m., New York City time, on June 25, 2013 (unless further extended or earlier terminated).
Aside from the extension of the Early Tender Date, the Price Determination Date and the Expiration Date, all other terms and conditions of the tender offer remain unchanged.
PG&E is not extending the Withdrawal Deadline with respect to the tender offer, which occurred at 5:00 p.m., New York City time, on June 10, 2013. Accordingly, previously tendered Notes and Notes tendered after the Withdrawal Deadline and prior to the expiration of the Offer may not be withdrawn. As of 5:00 p.m., New York City time, on June 10, 2013, PG&E had received tenders for an aggregate principal amount of approximately $457.5 million of Notes.
The tender offer is conditioned upon the satisfaction of certain conditions, including PG&E's receipt of funds sufficient to pay the Total Consideration (and the Tender Offer Consideration as applicable) with respect to the Notes. Subject to applicable law, PG&E may also terminate the tender offer at any time before the Expiration Date in its sole discretion.
BofA Merrill Lynch and Citigroup Global Markets Inc. are acting as dealer managers for the tender offer. The information agent and tender agent is D.F. King and Co., Inc. Copies of the tender offer documents are available by contacting D.F. King & Co., Inc. at (800) 290-6426 (toll-free) or (212) 269-5550 (collect). Questions regarding the tender offer should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect).
This press release does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to the Notes.
The tender offer for the Notes is only being made pursuant to the tender offer documents, including the Offer to Purchase that PG&E has distributed to holders of the Notes. The tender offer is not being made to holders 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 tender offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the dealer managers or any other licensed broker or dealer on behalf of PG&E.
About Pacific Gas and Electric Company
Pacific Gas and Electric Company, a subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest combined natural gas and electric utilities in the United States. Based in San Francisco, with 20,000 employees, the company delivers some of the nation's cleanest energy to 15 million people in Northern and Central California. For more information, visit www.pge.com/about/newsroom/ or www.pgecurrents.com
Certain information contained in this press release constitutes forward-looking statements, including the statements regarding the timing and settlement of the tender offer. These statements relate to future events and can generally be identified by words such as "expects" and "intends." Forward-looking statements are inherently uncertain. The success of the tender offer is subject to a number of conditions, including the financing condition described in the Offer to Purchase, not all of which are within PG&E's control. Actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including but not limited to changes in national or regional economies, changes in the interest rate environment and other factors discussed or referenced in PG&E's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC, under the heading "Risk Factors" and elsewhere, and any subsequent periodic or current reports filed by PG&E with the SEC. In addition, any forward-looking statements speak only as of the date such statements are made. While PG&E may elect to update forward-looking statements at some point in the future, PG&E specifically disclaims any obligation to do so.