Filing Details
- Accession Number:
- 0001193125-19-242319
- Form Type:
- 13D Filing
- Publication Date:
- 2019-09-10 21:01:57
- Filed By:
- Knighthead Capital
- Company:
- Pg&E Corp (NYSE:PCG)
- Filing Date:
- 2019-09-11
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Knighthead Capital Management | 0 | 17,131,521 | 0 | 17,131,521 | 17,131,521 | 3.24% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PG&E Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
69331C108
(CUSIP Number)
Thomas Wagner
Knighthead Capital Management, LLC
1140 Avenue of the Americas, 12th Floor
New York, New York 10036
(212) 356-2900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 9, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 69331C108
Page 2 of 6 Pages
| 1 | NAME OF REPORTING PERSON
Knighthead Capital Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (1) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
17,131,521 (2) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
17,131,521 (2) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,131,521 (3) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.24% | |||||
| 14 | TYPE OF REPORTING PERSON
IA, OO | |||||
| (1) | See Item 4. |
| (2) | See Item 5. |
| (3) | Includes 2,748,000 Shares underlying certain options exercisable within 60 days hereof. |
CUSIP No. 69331C108
Page 3 of 6 Pages
Explanatory Note
This Amendment No. 2 amends the statement on Schedule 13D filed with the Securities and Exchange Commission by Knighthead Capital Management, LLC (the Reporting Person) on August 7, 2019, as amended (the Original Schedule 13D), with respect to common stock of PG&E Corporation (the Company). Except as specified in Item 2, capitalized terms used but not defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to include Knighthead Distressed Opportunities Fund, L.P. as one of the Knighthead Funds.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated in its entirety as follows:
The Shares reported herein as being beneficially owned by the Reporting Person were purchased using working capital of the Knighthead Funds in open-market transactions. A total of $187,168,736.52 was paid to acquire the Shares reported in this Schedule 13D, excluding brokerage commissions. The aggregate purchase price of the Call Options (defined below) reported herein is approximately $13,998,826.03, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended by adding the following two paragraphs:
On September 9, 2019, the Reporting Person, solely on behalf of certain funds and accounts it manages and/or advises, and the Company entered into a letter agreement setting forth the terms by which the Reporting Person committed to provide capital to the Company in connection with its plan of reorganization. The letter agreement supersedes the letter that the Reporting Person had submitted to the Company on August 7, 2019.
The Reporting Person presently intends to seek to work with the Company in connection with its development and implementation of a plan of reorganization, which may include matters referred to in items (a) through (j) of Item 4 of Schedule 13D relating to the Companys assets, liabilities, capital structure and governance.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended to include the following information, which supersedes the information provided in the Original Schedule 13D:
| (a) | As of the close of business on September 10, 2019, the Reporting Person and each of the Controlling Persons, solely on behalf of the Knighthead Funds, beneficially owned 17,131,521 Shares. |
Percentage: 3.24%
| (b) | (1) Sole power to vote or direct vote: 0 |
(2) Shared power to vote or direct vote: 17,131,521
CUSIP No. 69331C108
Page 4 of 6 Pages
(3) Sole power to dispose or direct the disposition: 0
(4) Shared power to dispose or direct the disposition: 17,131,521
| (c) | Transactions in the Shares by the Reporting Person and each of the Controlling Persons during the period August 8, 2019 to September 10, 2019 are set forth in Schedule A and are incorporated herein by reference. |
| (d) | Other persons are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares beneficially owned by the Reporting Person. The Knighthead Funds are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of, more than five percent of the Shares reported herein. |
| (e) | Not applicable. |
The aggregate percentage of Shares owned by the Reporting Person and reported in this Schedule 13D is based upon 529,223,793Shares outstanding, as of August 2, 2019, which is the total number of Shares outstanding as reported in the Companys Quarterly Report on Form 10-Q filed with the SEC on August 9, 2019.
| Item 7. | Materials to be Filed as Exhibits. |
| 99.1* | Backstop Commitment Letter, dated September 9, 2019, between Knighthead Capital Management, LLC and PG&E Corporation. |
| * | Filed herewith. |
CUSIP No. 69331C108
Page 5 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 10, 2019
| KNIGHTHEAD CAPITAL MANAGEMENT, LLC | ||||
| By: | /s/ Thomas A. Wagner | |||
| Name: | Thomas A. Wagner | |||
| Title: | Managing Member | |||
CUSIP No. 69331C108
Page 6 of 6 Pages
SCHEDULE A
Transactions in Shares During the Period August 8, 2019 through September 10, 2019
| Transaction Date | Entity Transacting | Transaction Type | Options * | Quantity | Price | How Effected | ||||||||||||
| Common Shares | ||||||||||||||||||
| 8/8/2019 | Knighthead Distressed Opportunities Fund L.P. | Buy Transactions | 167,000 | 18.71 | Open Market | |||||||||||||
| 8/8/2019 | Knighthead Distressed Opportunities Fund L.P. | Buy Transactions | 100,000 | 18.73 | Open Market | |||||||||||||
| 8/19/2019 | HF Fund LP | Buy Transactions | 100,000 | 10.79 | Open Market | |||||||||||||
| 8/19/2019 | HF Fund LP | Buy Transactions | 250,000 | 10.83 | Open Market | |||||||||||||
| 8/19/2019 | HF Fund LP | Buy Transactions | 112,000 | 10.69 | Open Market | |||||||||||||