PG&E Corporation – Seeks Authorization for $5.5bn in DIP Financing, Needs $1.5bn NOW

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January 29, 2019 – The Debtors filed a motion requesting Court authority to access $5.5bn of debtor-in-possession (“DIP”) financing comprised of three components: (i) a DIP revolving credit facility with aggregate commitments of $3.5 bn, including a DIP letter of credit (L/C) sub-facility in an aggregate amount of $1.5 billion (b) a DIP term loan facility in an aggregate principal amount of $1.5bn and (c) a DIP delayed draw term loan facility in an aggregate principal amount of $500mn (together, the “DIP Facilities”). The DIP Facilities also provide the Debtors with the flexibility to obtain up to an additional $4.0 billion in incremental term loan and/or revolving commitments, subject to further approval by the Court [Docket No. 23]. 

The DIP motion states, “The DIP Facilities are critical to ensuring that PG&E will be able to continue providing safe and reliable gas and electric service to its millions of customers while it undergoes restructuring. PG&E believes that it is in the best interest of all stakeholders for it to obtain the DIP Facilities. PG&E therefore respectfully requests that the Court approve the DIP Facilities on an interim basis and permit PG&E to use up to $1.5 billion of the proceeds of the DIP Facilities as contemplated by the DIP Credit Agreement pending the Final Hearing. This proposed postpetition financing is necessary to restore financial stability to PG&E as it undergoes reorganization and access to the interim amount is critical to avoid immediate and irreparable harm not only to the Debtors but also to the 16 million customers in the State of California who rely on the electricity and gas services provided by the Debtors.”

Key Terms of the DIP Facilities

  • DIP Facilities: The DIP Facilities provide for (a) a first lien superpriority revolving credit facility in an aggregate principal amount of $3.5bn, which includes a $1.5bn letter of credit sub-facility, (b) first lien superpriority term loans in an aggregate principal amount of $1.5bn and (c) first lien superpriority delayed draw term loans in an aggregate principal amount of $500mn
  • Borrower: Pacific Gas and Electric Company 
  • Guarantors: PG&E Corporation, together with any of its subsidiaries (other than the Borrowers) that subsequently become party to the DIP Credit Agreement 
  • DIP Lenders: Currently, JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., BNP Paribas, Credit Suisse AG, Goldman Sachs Bank USA, MUFG Union Bank, N.A. and Wells Fargo Bank, National Association, also serve as issuing lenders under the DIP L/C Sub-Facility
  • DIP Agents: JPMorgan Chase Bank, N.A. is the administrative agent. Citibank, N.A. is the collateral agent
  • Lead Arrangers and Bookrunners: J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Citibank, N.A., BNP Paribas Securities Corp., Credit Suisse Loan Funding LLC, Goldman Sachs Bank USA, MUFG Union Bank, N.A. and Wells Fargo Securities, LLC
  • Use of DIP Proceeds: The DIP Facilities proceeds shall be used (i) for working capital and general corporate purposes and (ii) to pay fees, costs and expenses incurred in connection with DIP Facilities and professional and other fees and costs of administration incurred in connection with the Chapter 11 cases
  • Interest Rates: (i) DIP Revolving Loans – shall accrue interest at L+225 bps per annum, (ii) DIP Term Loans and DIP Delayed Draw Term Loans – shall accrue interest at L+250 bps per annum and (iii) Default Interest – additional 2% per annum.
  • Expenses and Fees: (i) DIP Revolving Credit Facility Unused Fees: 0.375% per annum for undrawn availability under the Revolving Credit Facility, (ii)  DIP Delayed Draw Term Loan Facility Unused Fees: (a) from (and including) the Allocation Date to (and including) the date that is 180 days after the Allocation Date, 1.25% per annum, and (b) from (and including) the date that is 181 days after the Allocation Date to (and including) the last day of the Delayed Draw Commitment Period, 2.50% per annum, in each case for undrawn Delayed Draw Term Loans, (iii)  L/C Fronting Fee: 0.125% per annum payable to the applicable Issuing Lender on the outstanding face amount of each letter of credit, (iv) L/C Participation Fee: 2.25% per annum on the outstanding face amount of each letter of credit and (v) Extension Fee: 0.25% (12 month extension).
  • Maturity Date: December 31, 2020
Further Background on the DIP Facilities

In a press release announcing the Chapter 11 filing, PG&E noted that, “In conjunction with the filings, PG&E also filed a motion seeking interim and final approval of the Court to enter into an agreement for $5.5 billion in debtor-in-possession (‘DIP’) financing with J.P. Morgan, Bank of America, Barclays, Citi, BNP Paribas, Credit Suisse, Goldman Sachs, MUFG Union Bank and Wells Fargo acting as joint lead arrangers. PG&E expects the Court to act on an interim basis on the DIP motion in the coming days. The DIP financing, when approved, will provide PG&E with necessary capital to ensure essential maintenance and continued investments in safety and reliability for the expected duration of the Chapter 11 cases. On January 21, 2019, the Debtors filed an 8-K with the SEC detailing the terms of a DIP commitment letter and on January 23, 2019 they further filed a copy of a lender presentation in respect of the DIP financing.

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