As filed with the Securities and Exchange Commission on April 15, 2024

REGISTRATION NOS. 333-   and 333-    -01

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM SF-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

PACIFIC GAS AND ELECTRIC COMPANY		PG&E RECOVERY FUNDING LLC
(Exact name of registrant, sponsor and depositor as specified in its charter)		(Exact name of registrant and issuing entity as specified in its charter)
California		Delaware
(State or other jurisdiction of incorporation or organization)		(State or other jurisdiction of incorporation or organization)
001-02348		333-256944-01
(Commission File Number)		(Commission File Number)
0000075488		0001866514
(Central Index Key Number)		(Central Index Key Number)
94-0742640		87-1047820
(I.R.S. Employer Identification Number)		(I.R.S. Employer Identification Number)
300 Lakeside Drive Oakland, California 94612 (415) 973-7000		C/O Pacific Gas and Electric Company 300 Lakeside Drive Oakland, California 94612 (415) 973-7000
(Address, including zip code, and telephone number, including area code, of depositor’s principal executive offices)		(Address, including zip code, and telephone number, including area code, of issuing entity’s principal executive offices)

 

 

Brian M. Wong

Vice President, General Counsel and Corporate Secretary

Pacific Gas and Electric Company

300 Lakeside Drive

Oakland, California 94612

(415) 973-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With Copies to:

 

Michael F. Fitzpatrick, Jr., Esq.		Eric D. Tashman, Esq.
Hunton Andrews Kurth LLP		Norton Rose Fulbright US LLP
200 Park Avenue		555 California Street
New York, New York 10166		San Francisco, California
(212) 309-1000		94104
		(628) 231-6803

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

 

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED APRIL 15, 2024

PRELIMINARY PROSPECTUS

$     Senior Secured Recovery Bonds, Series 2024-A

Pacific Gas and Electric Company

Sponsor, Depositor and

Initial Servicer Central Index Key Number: 0000075488

PG&E Recovery Funding LLC

Issuing Entity

Central Index Key Number: 0001866514

 

 

 

Tranche

Expected Weighted Average Life (Years)

Principal Amount Offered

Scheduled Final Payment Date

Final Maturity Date

Interest Rate

Initial Price to Public (1)

Underwriting Discounts and Commissions

Proceeds to Issuing Entity (Before Expenses)

 

(1)	Interest on the recovery bonds will accrue from    , 2024. If the recovery bonds are delivered after that date, the purchaser will pay accrued interest.

The total initial price to the public is $    . The total amount of the underwriting discounts and commissions is $    . The total amount of proceeds to the issuing entity before deduction of expenses (estimated to be $    ) is $    . The distribution frequency is semi-annually. The first expected payment date is     .

 

 

Investing in the Senior Secured Recovery Bonds involves risks. Please read “Risk Factors” beginning on page 28 in this prospectus to read about factors you should consider before buying the recovery bonds.

Pacific Gas and Electric Company, as “sponsor”, is offering $     Senior Secured Recovery Bonds, Series 2024-A, referred to herein as the “recovery bonds”, in three tranches to be issued by PG&E Recovery Funding LLC, as the “issuing entity”. Pacific Gas and Electric Company is also the “seller”, initial “servicer” and “depositor” with regard to the recovery bonds. The recovery bonds are senior secured obligations of the issuing entity supported by “recovery property”, which includes the right to a special, irrevocable non-bypassable charge, known as “fixed recovery charges”, paid by all existing and future consumers (subject to the exceptions described in this prospectus) within PG&E’s service territory as it existed on the date of the financing order (as defined below). The Wildfire Financing Law (as defined below) requires that fixed recovery charges be adjusted (or “trued-up”) at least annually, and the California Public Utilities Commission (the “CPUC”) has authorized the fixed recovery charges to be adjusted more frequently to ensure the expected recovery of fixed recovery charge revenues sufficient to timely provide all scheduled payments of principal and interest on the recovery bonds and related financing costs, as described further in this prospectus. Credit enhancement for the recovery bonds will be provided by such “true-up” mechanisms as well as by accounts held under the indenture.

The recovery bonds will be issued pursuant to Article 5.8 of Chapter 4 of the California Public Utilities Code, as amended (the “Wildfire Financing Law”), and an irrevocable financing order issued by the CPUC on February 16, 2024 approving the issuance of the recovery bonds (the “financing order”). The CPUC’s obligations under the Wildfire Financing Law and the financing order are irrevocable and the CPUC shall neither reduce, alter nor impair the fixed recovery charges authorized under a financing order, except for the true-up adjustments to the fixed recovery charges.

The recovery bonds represent obligations only of the issuing entity, PG&E Recovery Funding LLC, and do not represent obligations of the sponsor or any of its affiliates other than the issuing entity. The recovery bonds are secured by the collateral, consisting principally of the recovery property acquired pursuant to the sale agreement and funds on deposit in the collection account for the recovery bonds and related subaccounts. Please read “Security for the Recovery Bonds” in this prospectus. The recovery bonds are not a debt or general obligation of the State of California, the CPUC or any other governmental agency or instrumentality and are not a charge on the full faith and credit or the taxing power of the State of California or any governmental agency or instrumentality.

The recovery bonds are the third series of recovery bonds which the issuing entity expects to issue pursuant to the Wildfire Financing Law. PG&E has sponsored, and the issuing entity has issued, two series of recovery bonds pursuant to the Wildfire Financing Law (herein described as the “Series 2021-A Bonds” and the “Series 2022-A Bonds” and together, the “prior AB 1054 recovery bonds”) in the aggregate principal amount of $1,843,761,000. Each series of prior AB 1054 recovery bonds was issued pursuant to a separate financing order and is secured by separate fixed recovery charges and separate recovery property.

Interest will accrue on the recovery bonds from the date of issuance. The recovery bonds are scheduled to pay principal and interest semi-annually on     and      of each year. The first scheduled payment date is     . On each payment date, each recovery bond will be entitled to payment of principal, sequentially, but only to the extent funds are available in the collection account after payment of certain fees and expenses and after payment of interest.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The underwriters expect to deliver the recovery bonds through the book-entry facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment in immediately available funds on or about     , 2024.

 

 

Joint Book-Running Managers

 

The date of this prospectus is     , 2024

TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS			1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION			2
OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS			4
PROSPECTUS SUMMARY OF TERMS			8
SUMMARY OF RISK FACTORS			26
RISK FACTORS			28
RISKS ASSOCIATED WITH POTENTIAL JUDICIAL, LEGISLATIVE OR REGULATORY ACTIONS			29
SERVICING FORECASTING RISKS			35
RISKS ASSOCIATED WITH THE UNUSUAL NATURE OF THE RECOVERY PROPERTY			39
NATURAL DISASTER-RELATED RISKS			40
RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF THE SELLER OR THE SERVICER			41
OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE RECOVERY BONDS			45
REVIEW OF RECOVERY PROPERTY			52
THE RECOVERY PROPERTY AND THE WILDFIRE FINANCING LAW			56
PG&E’S FINANCING ORDER			61
THE DEPOSITOR, SELLER, INITIAL SERVICER AND SPONSOR			67
PG&E RECOVERY FUNDING LLC, THE ISSUING ENTITY			77
DESCRIPTION OF THE RECOVERY BONDS			82
EXPECTED SINKING FUND SCHEDULE			85
EXPECTED OUTSTANDING PRINCIPAL BALANCE PER TRANCHE			86
THE TRUSTEE			107
SECURITY FOR THE RECOVERY BONDS			109
WEIGHTED AVERAGE LIFE AND YIELD CONSIDERATIONS FOR THE RECOVERY BONDS			117
THE SALE AGREEMENT			119
THE SERVICING AGREEMENT			128
HOW A BANKRUPTCY MAY AFFECT YOUR INVESTMENT			138
USE OF PROCEEDS			142
PLAN OF DISTRIBUTION			143
AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			145
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			146
STATE AND OTHER TAX CONSEQUENCES			150
ERISA CONSIDERATIONS			151
LEGAL PROCEEDINGS			155
RATINGS FOR THE RECOVERY BONDS			156
WHERE YOU CAN FIND MORE INFORMATION			157
INCORPORATION BY REFERENCE			158
INVESTMENT COMPANY ACT OF 1940 AND VOLCKER RULE MATTERS			159
RISK RETENTION			160
LEGAL MATTERS			161
GLOSSARY OF DEFINED TERMS			162

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement filed with the Securities and Exchange Commission, or “SEC”. This prospectus provides information about the issuing entity, the recovery bonds and Pacific Gas and Electric Company, or “PG&E”, the depositor, sponsor and initial servicer. This prospectus describes the terms of the recovery bonds offered hereby. You should carefully review this prospectus, any free writing prospectus the issuing entity files with the SEC, and the information, if any, contained in the documents referenced in this prospectus under the heading “Where You Can Find More Information”.

References in this prospectus to the term “we”, “us”, or the “issuing entity” mean PG&E Recovery Funding LLC, the entity which will issue the recovery bonds. References to the “recovery bonds”, unless the context otherwise requires, mean the recovery bonds offered pursuant to this prospectus. References to “PG&E”, the “seller”, the “depositor” or the “sponsor” mean Pacific Gas and Electric Company. References to the “bondholders” or the “holders” refer to the registered holders of the recovery bonds. References to the “recovery property” mean the recovery property sold to the issuing entity by PG&E pursuant to the sale agreement and pledged to the payment of the recovery bonds. References to the “servicer” refer to PG&E and any successor servicer under the servicing agreement referred to in this prospectus. References to the “CPUC” refer to the California Public Utilities Commission. References to the “Wildfire Financing Law” refer to Article 5.8 of Chapter 4 of the California Public Utilities Code, as amended. Unless the context otherwise requires, references to a “financing order” are to the irrevocable financing order issued by the CPUC as Decision 24-02-011, on February 16, 2024. Unless the context otherwise requires, the term “consumer” means “consumer” within the meaning of Wildfire Financing Law. Under the Wildfire Financing Law, “consumer” is defined as any existing or future individual, governmental body, trust, business entity, or nonprofit organization located in the service territory of PG&E as such territory existed on the date of the financing order (subject to the exceptions described in this prospectus) that consumes electricity that has been transmitted or distributed by means of electric transmission or distribution facilities, whether those electric transmission or distribution facilities are owned by the consumer, PG&E, or any other party. References to “ESPs” refer to electric service providers as defined in the glossary. You can find a glossary of some of the other defined terms used in this prospectus on page 162 of this prospectus.

This prospectus includes cross-references to sections in this prospectus where you can find further related discussions. You can also find key topics in the preceding pages. Check the table of contents to locate these sections.

You should rely only on the information contained or incorporated by reference in this prospectus and in any free writing prospectus from us or the underwriters specifying the terms of this offering. Neither the issuing entity nor any underwriter, agent, dealer, salesperson, the CPUC or PG&E has authorized anyone else to provide you with any different information. If anyone provides you with different or inconsistent information, you should not rely on it. The recovery bonds are not being offered in any jurisdiction where the offer or sale is not permitted. The information in this prospectus and any free writing prospectus is current only as of the date of this prospectus.

 

1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements that are necessarily subject to various risks and uncertainties. These statements reflect management’s judgment and opinions that are based on current estimates, expectations and projections about future events and assumptions regarding these events and management’s knowledge of facts as of the date of this prospectus. These forward-looking statements relate to, among other matters, estimated losses, including penalties and fines, associated with various investigations and proceedings; forecasts of capital expenditures; forecasts of expense reduction; estimates and assumptions used in critical accounting estimates, including those relating to insurance receivables, regulatory assets and liabilities, environmental remediation, litigation, third-party claims, the Wildfire Fund and other liabilities; and the level of future equity or debt issuances. These statements are also identified by words such as “assume,” “expect,” “intend,” “forecast,” “plan,” “project,” “believe,” “estimate,” “predict,” “anticipate,” “may,” “should,” “would,” “could,” “potential” and similar expressions. PG&E is not able to predict all the factors that may affect future results. Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements, or from historical results, include, but are not limited to:

 

•

state and federal legislative, judicial and regulatory actions or developments, including deregulation, re-regulation, restructuring of the electric utility industry and changes in, or changes in application of, laws or regulations applicable to various aspects of PG&E’s business;

 

•

the risks and uncertainties associated with wildfires that have occurred or may occur in PG&E’s service territory; the damage caused by such wildfires; the extent of PG&E’s liability in connection with such wildfires, including potential liabilities in connection with fines or penalties that could be imposed on PG&E if the CPUC or any other enforcement agency were to bring an enforcement action in respect of any such fire, and the extent of PG&E’s ability to recover costs from, the Wildfire Fund or other third parties or through rates;

 

•

the accuracy of the servicer’s estimates of market demand and prices for energy;

 

•

the accuracy of the servicer’s estimates of industrial, commercial and residential growth;

 

•

the accuracy of the servicer’s forecast of electrical consumption or the payment of fixed recovery charges;

 

•

changes in market demand and demographic patterns;

 

•

the impact of severe weather events and other natural disasters, including wildfires and other fires, storms, tornadoes, floods, extreme heat events, drought, earthquakes, lightning, tsunamis, rising sea levels, mudslides, pandemics, solar events, electromagnetic events, wind events or other weather-related conditions, climate change, or natural disasters, and other events affecting consumer energy usage, the ability to supply electricity to consumers or PG&E’s ability to service the recovery property;

 

•

the operating performance of PG&E’s facilities and the facilities of third-party suppliers of electric energy;

 

•

the implementation and reliability of the systems, procedures and other infrastructure necessary to operate PG&E’s retail electric business, including the systems owned and operated by the California independent system operator (“CAISO”);

 

•

national or regional economic conditions affecting retail electric consumer energy usage;

 

•

direct or indirect results of cyber-attacks, security breaches or other attempts to disrupt the business of PG&E, ESPs or the CAISO;

 

•

non-payment of fixed recovery charges due to financial distress of ESPs;

 

•

the need of PG&E to recover substantial unrecovered wildfire costs through the issuance of additional recovery bonds or additional other recovery bonds; and

 

•

other factors discussed in this prospectus.

 

2

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and the issuing entity will undertake no obligation to update or revise any forward-looking statement, including unanticipated events, after the date on which such statement is made, except as required by law. New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

 

3

OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

THE RECOVERY BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, THE EXPRESSION “RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING: (1) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); (2) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (3) NOT A QUALIFIED INVESTOR (“QUALIFIED INVESTOR”) WITHIN THE MEANING OF REGULATION 2017/1129 (AS AMENDED, THE “PROSPECTUS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE RECOVERY BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED; AND THEREFORE OFFERING OR SELLING THE RECOVERY BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS PROSPECTUS IS NOT A PROSPECTUS FOR PURPOSES OF THE PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF RECOVERY BONDS IN ANY MEMBER STATE OF THE EEA (EACH, A “RELEVANT STATE”) WILL BE MADE ONLY PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS REGULATION FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF RECOVERY BONDS. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT STATE OF RECOVERY BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS REGULATION, IN RELATION TO SUCH OFFER. NEITHER THE ISSUING ENTITY NOR ANY UNDERWRITER HAVE AUTHORISED, NOR WILL THEY AUTHORISE, THE MAKING OF ANY OFFER OF RECOVERY BONDS IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS TO PUBLISH A PROSPECTUS FOR SUCH OFFER.

ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF RECOVERY BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY DO SO ONLY WITH RESPECT TO QUALIFIED INVESTORS. NEITHER WE NOR ANY UNDERWRITER HAS AUTHORIZED, NOR DO WE OR THEY AUTHORIZE, THE MAKING OF ANY OFFER OF RECOVERY BONDS OTHER THAN TO QUALIFIED INVESTORS.

ANY DISTRIBUTOR SUBJECT TO MIFID II THAT IS OFFERING, SELLING OR RECOMMENDING THE RECOVERY BONDS IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE RECOVERY BONDS AND DETERMINING ITS OWN DISTRIBUTION CHANNELS FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE RULES UNDER COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 (AS AMENDED, THE “DELEGATED DIRECTIVE”). NONE OF PG&E, THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO A DISTRIBUTOR’S COMPLIANCE WITH THE DELEGATED DIRECTIVE.

 

4

EACH UNDERWRITER HAS NOT OFFERED, SOLD OR OTHERWISE MADE AVAILABLE, AND WILL NOT OFFER, SELL OR OTHERWISE MAKE AVAILABLE, ANY RECOVERY BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS PROSPECTUS TO ANY RETAIL INVESTOR (AS DEFINED ABOVE) IN THE EEA. FOR THIS PURPOSE, THE EXPRESSION “OFFER” INCLUDES THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE RECOVERY BONDS SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE FOR THE RECOVERY BONDS.

NOTICE TO RESIDENTS OF UNITED KINGDOM

THE RECOVERY BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE UNITED KINGDOM (“UK”). FOR THESE PURPOSES OF THIS PROVISION:

 

(A)

THE EXPRESSION “RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING:

 

(I)

A RETAIL CLIENT AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (“EUWA”); OR

 

(II)

A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE “FSMA”) OF THE UNITED KINGDOM AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA; OR

 

(III)

NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PROSPECTUS REGULATION”); AND

 

(B)

THE EXPRESSION “OFFER” INCLUDES THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE RECOVERY BONDS TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE FOR THE RECOVERY BONDS.

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA, AS AMENDED (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE RECOVERY BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE RECOVERY BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF RECOVERY BONDS IN THE UK WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE UK PROSPECTUS REGULATION FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF RECOVERY BONDS. THIS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION.

THIS PROSPECTUS AND ANY OTHER MATERIAL IN RELATION TO THE RECOVERY BONDS IS ONLY BEING DISTRIBUTED TO, AND IS DIRECTED ONLY AT, PERSONS IN THE UK WHO ARE

 

5

“QUALIFIED INVESTORS” (AS DEFINED IN THE UK PROSPECTUS REGULATION) WHO ARE ALSO (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE “ORDER”), OR (II) HIGH NET WORTH ENTITIES OR OTHER PERSONS FALLING WITHIN ARTICLES 49(2)(A) TO (D) OF THE ORDER, OR (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE IT, ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”. THE RECOVERY BONDS ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH RECOVERY BONDS WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON IN THE UK THAT IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS PROSPECTUS OR ITS CONTENTS. THE RECOVERY BONDS ARE NOT BEING OFFERED TO THE PUBLIC IN THE UK.

ANY DISTRIBUTOR SUBJECT TO THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (THE “UK MIFIR PRODUCT GOVERNANCE RULES”) IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE RECOVERY BONDS AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS. NONE OF THE ISSUING ENTITY, PG&E OR ANY OF THE UNDERWRITERS MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO A DISTRIBUTOR’S COMPLIANCE WITH THE UK MIFIR PRODUCT GOVERNANCE RULES.

IN ADDITION, IN THE UK, THE RECOVERY BONDS MAY NOT BE OFFERED OTHER THAN BY AN UNDERWRITER THAT:

 

•

HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE RECOVERY BONDS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO US; AND

 

•

HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE RECOVERY BONDS IN, FROM OR OTHERWISE INVOLVING THE UK.

NOTICE TO RESIDENTS OF CANADA

THE RECOVERY BONDS MAY BE SOLD IN THE PROVINCES OF ALBERTA, BRITISH COLUMBIA AND ONTARIO ONLY TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE RECOVERY BONDS MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS PROSPECTUS (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS

 

6

OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.

PURSUANT TO SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS (“NI 33-105”), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING.

 

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SUMMARY OF RISK FACTORS

Set forth below is a summary of the material risk factors which you should consider before deciding whether to invest in the recovery bonds. These risks can affect the timing or ultimate payment of the recovery bonds and value of your security. A description of such risk factors in greater details follows this summary.

Limited Source of Payment for the Recovery Bonds: The only source of funds for the recovery bonds is the recovery property and the other limited moneys held by the trustee. At the time of issuance of the recovery bonds, the recovery bonds are non-recourse to PG&E. Therefore, the sources for repayment of the recovery bonds are limited. You must rely for payment of the recovery bonds solely upon the Wildfire Financing Law, state and federal constitutional rights to enforcement of the securitization provisions of the Wildfire Financing Law, the irrevocable financing order, collections of the fixed recovery charges and funds on deposit in the related accounts held by the trustee.

Risks Associated with Potential Judicial, Legislative or Regulatory Actions: The recovery property is an asset created under the Wildfire Financing Law and through regulatory proceedings at the CPUC. The Wildfire Financing Law as well as the financing order may be challenged in court.

The California legislature, or the voters of the State using their initiative powers, may attempt to amend the Wildfire Financing Law, which could potentially impair the value of the recovery property. Further, PG&E may fail or be unsuccessful in challenging such actions. Neither the issuing entity nor PG&E will indemnify you for any changes of law, whether as a result of constitutional amendment, legislative enactment, any regulatory or administrative action or any judicial proceedings.

In addition, the CPUC retains the power to adopt, revise or rescind rules or regulations affecting PG&E and may attempt to take actions which could potentially impair the value of the recovery property. Also, true-up adjustment submissions made with the CPUC may be challenged before the CPUC or in court, resulting in delays in implementation of the true-up adjustment. Additionally, subject to any required CPUC approval, PG&E may establish billing, collection and posting arrangements with consumers which could impact the timing and amount of consumer payments.

Also, jurisdictions may attempt to acquire portions of PG&E’s service territory, and may dispute their obligation to pay the fixed recovery charges, or even if obligated to do so, may fail to bill and remit the fixed recovery charges on a timely basis. Specifically, the City and County of San Francisco has submitted a petition with the CPUC seeking a valuation of PG&E’s electric assets in San Francisco and has expressed intent to acquire such assets.

Servicing Forecasting and Related Servicing Risks: The collection of fixed recovery charges on a timely and sufficient basis depend upon the ability of the servicer to accurately forecast consumer usage. If the servicer inaccurately forecasts consumption or underestimates consumer delinquencies for any reason, there could be a shortfall or material delay in fixed recovery charge collections. Factors which might cause inaccurate projections of usage or consumer delinquencies, include unanticipated weather conditions, rolling blackouts due to capacity constraints, cyber-attacks on PG&E or CAISO infrastructure, general economic conditions, natural or man-made disasters, such as wildfires, earthquakes or pandemics. PG&E’s ability to collect fixed recovery charges from consumers may also be impacted by some of these same factors.

Servicing of the fixed recovery charges may also be adversely affected by growth in the number of ESPs which elect to bill and collect the fixed recovery charges and who fail to do so promptly or completely.

It may be difficult for the issuing entity to find a replacement servicer should PG&E default in its obligations. Assuming the issuing entity can obtain a successor servicer, the successor servicer may be less effective in servicing the charges, potentially resulting in a delay in collections, which might reduce the value of your investment.

 

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Risks Associated with the Unusual Nature of Recovery Property: The unusual nature of the recovery property makes it unlikely that, in the event of a default, the recovery property could be sold. Although the recovery bonds may be accelerated in the event of a default, as a practical matter, the fixed recovery charges would likely not be accelerated.

Natural Disaster-Related Risk: Severe weather events and other natural disasters, including wildfires and other fires, storms, tornadoes, floods, extreme heat events, drought, earthquakes, lightning, tsunamis, rising sea levels, pandemics, solar events, electromagnetic events, wind events or other weather-related conditions, climate change, or natural disasters, could result in severe business or operational disruptions, prolonged power outages, property damage, injuries and loss of life, significant decreases in revenues and earnings, and significant additional costs to PG&E. Transmission and/or distribution and generation facilities could be damaged or destroyed and usage of electricity could be interrupted temporarily, reducing the collections of fixed recovery charges or otherwise impacting PG&E’s ability to service the recovery property. As the fixed recovery charge is a consumption-based charge, any unexpected failure to deliver electricity may impact the collection of fixed recovery charges. Further, there could be longer-lasting weather-related adverse effects on residential and commercial development and economic activity among PG&E’s consumers. As a consequence of and in response to these severe events, legislative action adverse to the bondholders might be taken, and such legislation, if challenged as a violation of the State Pledge, might be defended on the basis of public necessity.

Risks Associated with Potential Bankruptcy of the Seller or the Servicer: In the event of a bankruptcy by PG&E, you may experience a delay in payment or a default on payment of the recovery bonds due to various factors, including the comingling of fixed recovery charges with other revenue of the servicer, a challenge to the characterization of the sale of the recovery property as a financing transaction, an effort to consolidate the issuing entity’s assets and liabilities with those of PG&E, a characterization of fixed recovery payments to the trustee as preferential transfers, the treatment of the issuing entity’s claims against the seller as unsecured claims and a general limitation on the remedies available in a bankruptcy, including the risk of an automatic stay.

Other Risks Associated with an Investment in the Recovery Bonds: Other risks associated with the purchase of the recovery bonds include the inadequacy of any indemnification obligations provided by the seller, the impact of a change of ratings or the issuance of an unsolicited rating, the absence of a secondary market for the recovery bonds, the issuance of additional recovery bonds, additional other recovery bonds or similar instruments creating greater burdens on the same consumers, regulatory actions affecting certain investors and losses on investments held by the trustee.

 

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RISK FACTORS

Please carefully consider all the information the depositor has included or incorporated by reference in this prospectus, including the risks described below and the statements contained under the heading “Cautionary Statement Regarding Forward-Looking Information” in this prospectus before deciding whether to invest in the recovery bonds.

You may experience material payment delays or incur a loss on your investment in the recovery bonds because the source of funds for payment is limited.

The only source of funds for payment of the recovery bonds will be the collateral, which consist of:

 

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the recovery property securing the recovery bonds, including the right to impose, collect and receive related fixed recovery charges and the issuing entity’s rights under the financing order to the true-up mechanism;

 

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the funds on deposit in the accounts for the recovery bonds held by the trustee; and

 

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the issuing entity’s rights under various contracts the issuing entity describes in this prospectus.

The recovery bonds will not be insured or guaranteed by PG&E, including in its capacity as sponsor, depositor, seller or servicer, or by its parent, PG&E Corporation, any of their respective affiliates, the trustee or any other person or entity. The recovery bonds will be nonrecourse obligations, secured only by the collateral. Delays in payment on the recovery bonds might result in a reduction in the market value of the recovery bonds and, therefore, the value of your investment in the recovery bonds.

Thus, you must rely for payment of the recovery bonds solely upon the Wildfire Financing Law, state and federal constitutional rights to enforcement of the Wildfire Financing Law, the irrevocable financing order, collections of the fixed recovery charges and funds on deposit in the related accounts held by the trustee. If these amounts are not sufficient to make payments or there are delays in recoveries, you may experience material payment delays or incur a loss on your investment in the recovery bonds. The issuing entity’s organizational documents will restrict the issuing entity’s right to acquire other assets unrelated to the transactions described in this prospectus. Please read “PG&E Recovery Funding LLC, The Issuing Entity” in this prospectus.

 

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RISKS ASSOCIATED WITH POTENTIAL JUDICIAL, LEGISLATIVE OR REGULATORY ACTIONS

The issuing entity will not be obligated to indemnify you for changes in law.

Neither the issuing entity nor PG&E will indemnify you for any changes in the law, including any federal preemption or repeal or amendment of the Wildfire Financing Law, that may affect the value of your recovery bonds. PG&E will agree in the sale agreement to institute any action or proceeding as may be reasonably necessary to block or overturn any attempts to cause a repeal, modification or amendment to the Wildfire Financing Law that would be materially adverse to the issuing entity, the trustee or bondholders. However, PG&E may not be able to take such action and, if PG&E does take action, such action may not be successful. Although PG&E or any successor seller might be required to indemnify the issuing entity if legal action based on the law in effect at the time of the issuance of the recovery bonds invalidates the recovery property, such indemnification obligations do not apply for any changes in law after the date the recovery bonds are issued, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment, any regulatory or administrative action or any final and non-appealable judicial decision. Please read “The Sale Agreement—Seller Representations and Warranties” and “The Servicing Agreement—Servicing Standards and Covenants” in this prospectus.

Future judicial action could reduce the value of your investment in the recovery bonds.

The recovery property is created pursuant to the Wildfire Financing Law, the financing order and the issuance advice letter relating to the recovery bonds. The Wildfire Financing Law or any provisions thereof, as well as the financing order, might be directly contested in courts or otherwise become the subject of litigation. As of the date of this prospectus, no such litigation has arisen.

If the Wildfire Financing Law or financing order is challenged, such a challenge could be successful. If any relevant underlying legislative enactment or a provision of the Wildfire Financing Law were invalidated, you might lose some or all of your investment or you might experience delays in recovering your investment.

California and other states have passed laws permitting the securitization of electrical corporation costs similar to the Wildfire Financing Law, such as costs associated with the deregulation of the electric market, environmental control costs and hurricane recovery costs. Some of the laws have been challenged by judicial actions or in utility commission proceedings. To date, none of these challenges has succeeded, but future challenges might ensue. An unfavorable decision regarding another state’s law would not automatically invalidate the Wildfire Financing Law or the financing order, but it might provoke a challenge to the Wildfire Financing Law, establish a non-binding legal precedent for a successful challenge to the Wildfire Financing Law or heighten awareness of the political and other risks of the recovery bonds, and in that way may limit their liquidity and value. Therefore, legal activity in other states may indirectly affect the value of your investment in the recovery bonds.

Future state legislative action, including a voter initiative, might attempt to reduce the value of your investment in the recovery bonds.

In the Wildfire Financing Law, the State has pledged that it will neither limit nor alter the fixed recovery charges, recovery property, financing orders of the CPUC or any rights thereunder until the recovery bonds, together with the interest thereon and related financing costs, are fully paid and discharged. For a description of the State Pledge, please read “The Recovery Property and the Wildfire Financing Law—The Financing Order and the Recovery Property— State Pledge” in this prospectus. However, the Wildfire Financing Law further provides that nothing therein precludes the State from limiting or altering the fixed recovery charges, recovery property or any financing order of the CPUC, if and when adequate provision is made by law for the protection of PG&E and of owners and holders of recovery bonds. It is unclear what “adequate provision” would be afforded to holders of recovery bonds by the State if such limitation or alteration were attempted. Accordingly, that adequate provision could conceivably have an adverse effect on the market value of the recovery bonds or the timing of receipt of payments with respect to the recovery bonds.

 

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In addition, under Article II of the California Constitution, the electorate has the right through its initiative powers to propose statutes as well as amendments to the California Constitution. Generally, any matter that is a proper subject of legislation can become the subject of an initiative. For an initiative measure to qualify for an election, the initiative measure must, among other procedural requirements, be submitted to the California Attorney General. A petition signed by electors constituting five percent in the case of a statutory initiative and eight percent in the case of a constitutional initiative of the votes cast at the immediately preceding gubernatorial election also must be submitted to the California Secretary of State. To become effective, the initiative must then be approved by a majority vote of the electors voting at the next general election.

As of the date of this prospectus, the depositor is not aware of any pending California legislation or voter initiative that would materially and adversely affect any of the provisions of the Wildfire Financing Law. Nevertheless, the depositor cannot assure you that a repeal or amendment of the Wildfire Financing Law will not be adopted or sought, either by the California legislature, or the electorate acting through its initiative powers, or that any action or refusal to act by the State of California will not occur, any of which may constitute a violation of the State Pledge with the holders. If a violation of the State Pledge occurs, costly and time-consuming litigation might ensue. Any litigation might materially and adversely affect the price of the recovery bonds and your ability to resell the recovery bonds and might delay the timing of payments on the recovery bonds. Moreover, given the lack of controlling precedent directly addressing the recovery bonds and the State Pledge, the depositor cannot predict the outcome of any litigation with certainty. Accordingly, such litigation could result in delays in receipt of payments on the recovery bonds or losses on your investment in the recovery bonds.

The CPUC might attempt to take actions that could reduce the value of your investment in the recovery bonds.

The Wildfire Financing Law provides that a financing order is irrevocable and that the CPUC may not directly or indirectly, by any subsequent action, rescind or amend a financing order or reduce or impair the fixed recovery charges authorized under a financing order, except for the true-up adjustments to the fixed recovery charges. However, the CPUC retains the power to adopt, revise or rescind rules or regulations affecting PG&E.

For instance, the CPUC has adopted and may, from time to time in the future, adopt consumer protection regulations that may prolong the time it takes to complete the process of disconnecting consumers for nonpayment or completely prevent disconnections in excess of certain set thresholds. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Billing and Collections” and “The Depositor, Seller, Initial Servicer and Sponsor—Disconnection Order, Instituting and Rulemaking” in this prospectus. Similarly, the CPUC may prevent disconnections during extreme weather conditions. Any new or amended regulations or orders from the CPUC might affect the ability of the servicer to disconnect consumers for nonpayment or prevent disconnections in excess of certain regional thresholds, which may ultimately hinder PG&E’s ability to collect fixed recovery charges in full, and on a timely basis, which may in turn negatively impact, the rating of the recovery bonds or their price and, accordingly, the amortization of the recovery bonds and their weighted average lives.

The servicer is required to submit with the CPUC, on the issuing entity’s behalf, certain adjustments of the fixed recovery charges. Please read “PG&E’s Financing Order—Fixed Recovery Charges—The Financing Order Requires the Servicer to Periodically ‘True-Up’ the Fixed Recovery Charge” and “The Servicing Agreement— True-Up Adjustment Submissions” in this prospectus. Challenges to or delays in the true-up process might adversely affect the market perception and valuation of the recovery bonds. Also, any litigation might not only be costly and time-consuming, but also materially interrupt fixed recovery charge collections due to delayed implementation of true-up adjustments and might result in missing payments or payment delays and lengthened weighted-average lives of the recovery bonds.

 

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PG&E is subject to the Enhanced Oversight and Enforcement Process and may be subject to additional fines, penalties, or other regulatory actions in the future which could impact PG&E’s ability to service the recovery property.

The Enhanced Oversight and Enforcement Process (“EOEP”) is a six-step process with potentially escalating CPUC oversight and enforcement measures based on specific “triggering events” identified for each of the six steps. If PG&E is placed into the EOEP, it will be subject to additional reporting requirements and additional monitoring and oversight by the CPUC. Higher steps of the process (steps 3 through 6) also contemplate additional enforcement mechanisms, including appointment of an independent third-party monitor, appointment of a chief restructuring officer, pursuit of the receivership remedy, and review of PG&E’s Certificate of Public Convenience and Necessity (i.e., its license to operate as a utility). The process contains provisions for PG&E to cure and exit the process if it can satisfy specific criteria. The EOEP states that PG&E should presumptively move through the steps of the process sequentially, but the CPUC may place PG&E into the appropriate step of the process upon occurrence of a specified triggering event.

The EOEP does not replace or limit the CPUC’s regulatory authority, including the authority to issue orders to show cause and orders instituting investigations and to impose fines and penalties or take other regulatory actions. PG&E may be subject to additional fines, penalties, or other regulatory actions in the future which could impact PG&E’s ability to service the recovery property, whether in connection with the EOEP or otherwise.

PG&E Corporation and PG&E could be liable as a result of the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, the 2022 Mosquito fire, or future wildfires, which could impact PG&E’s ability to service the recovery property.

Based on the facts and circumstances available as of the date of this registration statement, PG&E Corporation and PG&E have determined that it is probable they will incur losses in connection with the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, and the 2022 Mosquito fire. PG&E Corporation’s and PG&E’s recorded liabilities for probable losses in connection with these fires correspond to the lower end of the range of reasonably estimable losses unless there is a better estimate, do not include several categories of potential damages that are not reasonably estimable, and are subject to change based on new information. PG&E could be subject to significant liability in excess of recoveries that would be expected to have a material impact on PG&E’s financial condition, results of operations, liquidity, and cash flows. PG&E Corporation and PG&E have been the subject of investigations, regulatory enforcement actions, or criminal proceedings in connection with wildfires and could be the subject of additional investigations, regulatory enforcement actions, or criminal proceedings in connection with the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, the 2022 Mosquito fire, or other wildfires.

Under California law (including Penal Code section 1202.4), if PG&E were convicted of any charges in connection with a wildfire, the sentencing court must order PG&E to “make restitution to the victim or victims in an amount established by court order” that is “sufficient to fully reimburse the victim or victims for every determined economic loss incurred as the result of” PG&E’s underlying conduct, in addition to interest and the victim’s or victims’ attorneys’ fees. This requirement for full reimbursement of economic loss is not waivable by either the government or the victims and is not offset by any compensation that the victims have received or may receive from their insurance carriers.

There have been numerous other wildfires in PG&E’s service territory, of which PG&E has not been alleged or determined to be a cause. PG&E could be alleged or determined to be a cause of one or more of these wildfires.

Additionally, under the doctrine of inverse condemnation, courts have imposed liability against utilities on the grounds that losses borne by the person whose property was damaged through a public-use undertaking should be spread across the community that benefited from such undertaking, even if PG&E is unable to recover these costs through rates.

 

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Although PG&E has taken extensive measures to reduce the threat of future wildfires, the potential that PG&E’s equipment will be involved in the ignition of future wildfires, including catastrophic wildfires, is significant. This risk may be attributable to, and exacerbated by, a variety of factors, including climate (in particular, extended periods of seasonal dryness coupled with periods of high wind velocities and other storms), infrastructure, and vegetation conditions. PG&E’s significant infrastructure investment, vegetation management, and de-energization strategies do not eliminate wildfire risk and may not prevent future wildfires. Once an ignition has occurred, PG&E is unable to control the extent of damages. The extent of damages for a wildfire is primarily determined by environmental conditions (including weather and vegetation conditions), third-party suppression efforts, and the location of the wildfire.

In addition, wildfires have had and could continue to have (as a result of any future wildfires) adverse consequences on PG&E’s proceedings with the CPUC and the FERC, and future regulatory proceedings, including future applications with the Office of Energy Infrastructure Safety for the safety certification required by AB 1054. PG&E Corporation and PG&E may also suffer additional reputational harm and face an even more challenging operating, political, and regulatory environment as a result of the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, the 2022 Mosquito fire, or any future wildfires.

The servicer may not fulfill its obligations to act on behalf of the bondholders to protect bondholders from actions by the CPUC or the State of California, or the servicer may be unsuccessful in any such attempt.

The servicer will agree in the servicing agreement to take any action or proceeding necessary to compel performance by the CPUC and the State of California of any of their obligations or duties under the Wildfire Financing Law or the financing order, including any actions reasonably necessary to block or overturn attempts to cause a repeal or modification of the Wildfire Financing Law or the financing order. The servicer, however, may not be able to take those actions for a number of reasons, including legal or regulatory restrictions, financial constraints and practical difficulties in challenging any such legislative enactment or constitutional amendment. Additionally, any action the servicer is able to take may not be successful. Any such failure to perform the servicer’s obligations or to successfully compel performance by the CPUC or the State of California could negatively affect bondholders’ rights and result in a loss of their investment.

Jurisdictions may attempt to acquire portions of PG&E’s electric facilities and/or serve the load of consumers within their jurisdictional areas and avoid or reduce the affected consumers’ payment of the fixed recovery charges.

Jurisdictions may attempt to acquire PG&E’s assets through eminent domain (“municipalization”). In particular, the City and County of San Francisco (“San Francisco”) has submitted a petition with the CPUC seeking a valuation of PG&E’s electric assets in San Francisco and has expressed intent to acquire such electric assets. San Francisco would still need to, among other things, initiate and prevail in an eminent domain action in state court to acquire PG&E’s electric assets, but PG&E may not be successful in defending against such an action or related regulatory proceeding. Additionally, local municipalities may extend their own facilities to take over service of consumers located within their jurisdictional areas, which may overlap with PG&E’s service territory. These circumstances involve what is referred to under existing tariffs as municipal departing load (“Municipal DL”), where the affected consumers are no longer interconnected with PG&E’s electric facilities. As of the date of this prospectus, the depositor is aware that certain municipalities, have suggested municipalization of part or all of PG&E’s businesses, offers by municipalities and other public entities to acquire the electric assets of PG&E within their respective jurisdictions and calls for state intervention, including the possibility of a state takeover of PG&E.

As required by the Wildfire Financing Law, the financing order provides that the fixed recovery charges must be paid by all existing and future consumers within PG&E’s service territory as it existed on the date of the financing order (subject to certain exceptions). The financing order provides that consumers that no longer take

 

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transmission and distribution retail service from PG&E after the date of the financing order, or that depart or reduce PG&E service after the date of the financing order, or that meet relevant criteria in the applicable tariff after the date of the financing order, shall be treated as departing load consumers (“DL consumers”) using applicable tariffs for DL consumers and will be subject to pay the fixed recovery charges and any FRTAs. DL consumers, including Municipal DL consumers, are required to pay the fixed recovery charge and any FRTAs based on approaches that are consistent with the methods in place for other non-bypassable charges. PG&E’s Municipal DL tariffs provide for calculation of certain non-bypassable charges based on consumption as metered or estimated. PG&E has administered these Municipal DL tariffs by reaching an agreement with the Municipal DL consumer or the local municipality serving the Municipal DL consumer for the payment of one or more lump sums based on a mutually acceptable estimate of the Municipal DL consumer’s non-bypassable cost obligations, which include charges similar to the fixed recovery charges. No assurance can be provided that such agreements will be reached in the future with respect to Municipal DL consumers, and any failure to reach such an agreement could result in litigation or otherwise make it difficult to collect the fixed recovery charges (including any lump sum payment). Please read “The Depositor, Seller, Initial Servicer and Sponsor— Municipalization; Municipal Departing Load” and “—Successors” in this prospectus. If such agreements relating to Municipal DL consumers are, however, reached, the payments allocable to the fixed recovery charges will constitute recovery property.

The Wildfire Financing Law also specifies that any successor to an electric utility shall perform and satisfy all obligations of the electric utility pursuant to the Wildfire Financing Law, including collecting and paying to the bondholders revenues arising with respect to the recovery property. In the servicing agreement, PG&E will covenant to assert in an appropriate forum that any public entity or municipality that acquires any portion of PG&E’s electric distribution facilities must be treated as a successor to PG&E under the Wildfire Financing Law and the financing order and that retail consumers remain responsible for payment of fixed recovery charges. No assurance can be provided that such assertion will be accepted by a public entity or municipality or sustained by a court. Please read “The Recovery Property and the Wildfire Financing Law—The Financing Order and the Recovery Property—The Wildfire Financing Law Requires the Electrical Corporation and its Successors to Service the Recovery Property” in this prospectus.

Despite these provisions of the Wildfire Financing Law and the financing order, the involved public entity or municipality might assert that its consumers are not responsible for payment of fixed recovery charges or that it is not responsible for collecting the charges, and as a result, PG&E may find collection of fixed recovery charges from such consumers difficult or impractical or the recovery of such charges to be delayed. In any such cases, there can be no assurance that the fixed recovery charges will be collected from consumers of publicly-owned utilities who were formerly consumers of PG&E. Any decrease in the consumer base from which fixed recovery charges are collected might result in missing payments or payment delays and lengthened weighted average life of the recovery bonds.

In the financing order, the CPUC has committed, in furtherance of the State Pledge and in accordance with the Wildfire Financing Law, in connection with any CPUC proceeding to authorize the voluntary or involuntary change in ownership of PG&E facilities by the new asset owner, including a public entity, to ensure the new asset owner either (a) will continue to bill and collect fixed recovery charges from consumers and remit such collections to PG&E or a new servicer for the recovery bonds or (b) ensure the upfront funding of the fixed recovery charges that would otherwise be paid by consumers where rate payment would be affected by the ownership change.

Whether and how the law giving the CPUC jurisdiction to approve a public entity’s acquisition of electric or gas assets would be applied to a condemnation has not been tested, and no assurance can be provided that the provisions of the financing order referenced herein will be successfully implemented. Please read “PG&E’s Financing Order—Fixed Recovery Charges—The Financing Order Provides that Fixed Recovery Charges are Non-bypassable” in this prospectus.

 

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It may be difficult to accurately estimate and collect fixed recovery charges from consumers who self- generate and who disconnect from PG&E’s grid.

Broader use of distributed generation by consumers may result from consumers’ changing perceptions of the merits of utilizing existing generation technology, tax or other economic incentives or from technological developments resulting in smaller-scale, more fuel efficient, more environmentally friendly and/or more cost effective distributed generation. Moreover, an increase in distributed generation may result if extreme weather conditions result in shortages of grid-supplied energy or if other factors cause grid-supplied energy to be less reliable. More widespread use of distributed generation, particularly battery storage, might allow greater numbers of consumers to reduce or eliminate their payment of fixed recovery charges causing fixed recovery charges to remaining consumers to increase.

In respect of consumers who self-generate, the financing order provides that consumers that no longer take transmission and distribution retail service from PG&E after the date of the financing order, or that depart or reduce PG&E service after the date of the financing order, or that meet relevant criteria in the applicable tariff after the date of the financing order, shall be treated as DL consumers using applicable tariffs for DL consumers and will be subject to pay the fixed recovery charges and any FRTAs. The financing order provides that these self-generating DL consumers will be required to pay fixed recovery charges consistent with the methodology in place under existing DL tariffs for the payment of other non-bypassable charges by such consumers, except as stated below. This methodology requires that the fixed recovery charge be imposed on DL consumers based upon the consumption displaced by the new generation. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Community Choice Aggregation, Direct Access and Departing Load” in this prospectus. The financing order does not limit the CPUC’s or PG&E’s discretion to modify DL tariffs in the future, but does provide assurance that fixed recovery charges will be recovered from consumers consistent with the method set forth in the DL tariffs in place as of the date of the financing order.

However, current DL tariffs do not require the payment of non-bypassable charges on DL consumers (other than Municipal DL consumers) that terminate service and disconnect from PG&E’s grid. While the financing order provides that such consumers remain responsible for payment of fixed recovery charges, it may be difficult for PG&E to accurately estimate and collect fixed recovery charges from these disconnected (former) consumers, and these consumers may dispute their obligation to pay the fixed recovery charge, thus potentially adversely impacting the timing and receipt of fixed recovery charge collections.

 

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SERVICING FORECASTING RISKS

Inaccurate consumption or collection forecasting might reduce scheduled payments on the recovery bonds.

The fixed recovery charges are calculated based on forecasted consumer usage. The amount and the rate of fixed recovery charge collections will depend in part on actual electricity consumption and the timing of collections and write-offs. The financing order approves the methodology by which the fixed recovery charges will be calculated and adjusted from time to time by the servicer pursuant to true-up advice letters submitted to the CPUC as described below. This methodology reflects the GRC allocation formula. The GRC allocation formula will be fixed for the life of the recovery bonds, and changes to the initial allocation factors will be limited to adjustments to changes in sales as necessary to collect the fixed recovery charge revenue requirement. If the servicer inaccurately forecasts either electricity consumption or underestimates consumer delinquency or write-offs when setting or adjusting the fixed recovery charge, there could be a shortfall or material delay in fixed recovery charge collections, which might result in missed or delayed payments of principal and interest and lengthened weighted average life of the recovery bonds. Please read “PG&E’s Financing Order—Fixed Recovery Charges—The Financing Order Approves the Methodology used to Calculate the Fixed Recovery Charges” and “The Servicing Agreement— True-Up Adjustment Submissions” in this prospectus.

Inaccurate forecasting of electricity consumption by the servicer might result from, among other things:

 

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unanticipated weather or economic conditions, resulting in less electricity consumption than forecast;

 

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general economic conditions, causing consumers to migrate from PG&E’s service territory or reduce their electricity consumption;

 

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the occurrence of a natural disaster, such as wildfires or earthquakes, or other catastrophic event, including pandemics, unexpectedly disrupting electrical service and reducing electricity consumption;

 

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cyber or physical attacks, including acts of terrorism, war, and vandalism, on PG&E or its third-party vendors, contractors, or customers (or others with whom they have shared data) which could result in operational disruption;

 

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unanticipated changes in the market structure of the electric industry;

 

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large consumers unexpectedly ceasing business or departing PG&E’s service territory;

 

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dramatic and unexpected changes in energy prices resulting in decreased electricity consumption;

 

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consumers consuming less electricity than anticipated because of increased energy prices, unanticipated increases in conservation efforts or unanticipated increases in electric consumption efficiency; or

 

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differences or changes in forecasting methodology.

Inaccurate forecasting of delinquencies or write-offs by the servicer could result from, among other things:

 

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unexpected deterioration of the economy, the occurrence of a natural disaster, an act of war or terrorism or other catastrophic events, including pandemics, causing greater write-offs than expected or forcing PG&E or a successor utility to grant additional payment relief to more consumers;

 

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an unexpected change in law that makes it more difficult for PG&E or a successor distribution company to terminate service to nonpaying consumers, or that requires PG&E or a successor to apply more lenient credit standards for consumers;

 

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the expansion of the “direct access” program which permits ESPs to collect payments arising from the fixed recovery charges, but who may fail to remit consumer charges to the servicer in a timely manner; or

 

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rolling blackouts instituted by CAISO by the lack of installed capacity and high demand.

 

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Consumer protection measures may limit the ability of PG&E to collect all charges owed by consumers, including the fixed recovery charges.

Consumer protection measures may limit the ability of PG&E to collect all charges owed by consumers, including the fixed recovery charges. In addition, the California legislature or the CPUC may take actions in response to future pandemics which may adversely affect the timing of fixed recovery charge collections. As a consequence, the effect of any required true-up could be delayed, resulting in a shortfall or material delay in fixed recovery charge collections, which in turn might result in missed or delayed payments of principal and interest and lengthened weighted average life of the recovery bonds and downgrade of the credit ratings on the recovery bonds. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Disconnection Order, Instituting and Rulemaking” in this prospectus.

Your investment in the recovery bonds depends on PG&E or its successor or assignee, acting as servicer of the recovery property.

PG&E, as servicer, will be responsible for, among other things, calculating, billing and collecting the fixed recovery charges from ESPs, submitting requests to the CPUC to adjust these charges, monitoring the collateral for the recovery bonds and taking certain actions in the event of non-payment by consumers. The trustee’s receipt of collections in respect of the fixed recovery charges, which will be used to make payments on recovery bonds, will depend in part on the skill and diligence of the servicer in performing these functions. The systems that the servicer has in place for fixed recovery charge billings and collections, together with the CPUC regulations governing ESPs, might, in particular circumstances, cause the servicer to experience difficulty in performing these functions in a timely and completely accurate manner. If the servicer fails to make collections for any reason, then the servicer’s payments to the trustee in respect of the fixed recovery charges might be delayed or reduced. In that event, the issuing entity’s payments on the recovery bonds might be delayed or reduced.

If the issuing entity replaces PG&E as the servicer, the issuing entity may experience difficulties finding and using a replacement servicer.

If PG&E ceases to service the recovery property related to the recovery bonds, it might be difficult to find a successor servicer. Also, any successor servicer might have less experience and ability than PG&E and might experience difficulties in collecting fixed recovery charges and determining appropriate adjustments to the fixed recovery charges and billing and/or payment arrangements may change, resulting in delays or disruptions of collections. A successor servicer might not be willing to perform except for fees higher than those approved by the CPUC pursuant to the financing order and might charge fees that, while permitted under the financing order, are substantially higher than the fees paid to PG&E as servicer. Although a true-up adjustment would be required to allow for the increase in fees, there could be a gap between the incurrence of those fees and the implementation of a true-up adjustment to adjust for that increase that might adversely affect distributions to bondholders. In the event of the commencement of a case by or against the servicer under Title 11 of the United States Code, as amended, of the Bankruptcy Code, or similar laws, the issuing entity and the trustee might be prevented from effecting a transfer of servicing due to operation of the Bankruptcy Code. Any of these factors might delay the timing of payments and reduce the value of your investment.

PG&E’s operational networks and information technology systems could be impacted by a cyber incident, cybersecurity breach, or physical attack, which could limit PG&E’s ability to service the recovery property.

PG&E’s electricity and natural gas systems rely on a complex, interconnected network of generation, transmission, distribution, control, and communication technologies, which can be damaged by natural events-such as severe weather or seismic events and by malicious events, such as physical and cyber attacks. Nationally, there has been an increase in physical attacks on substations. Physical attacks targeting PG&E’s physical assets or personnel could cause damage, disrupt operations, or cause injuries. Cyber attacks targeting utility systems are

 

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significant and are continuing to increase in sophistication, magnitude, and frequency. Any failure, interruption, or decrease in the functionality of PG&E’s operational networks could cause harm to the public or employees, significantly disrupt operations, negatively impact PG&E’s ability to safely generate, transport, deliver and store energy and gas or otherwise operate in a safe and efficient manner or at all, and damage PG&E’s assets or operations or those of third parties.

PG&E also relies on complex information technology systems that allow it to create, collect, use, disclose, store and otherwise process sensitive information, including PG&E’s financial information, consumers energy usage and billing information, and personal information regarding consumers, employees and their dependents, contractors, and other individuals, and portions of such sensitive information may be required to be encrypted by PG&E. In addition, PG&E is increasingly being required to disclose large amounts of data (including consumer energy usage and personal information regarding consumers) to support changes to California’s electricity market related to grid modernization and consumer choice. PG&E often relies on third-party vendors to host, maintain, modify, and update its systems (including providing security updates), and to provide other services to PG&E or PG&E’s consumers. These third-party vendors could cease to exist, fail to adopt and implement adequate processes to protect PG&E’s systems and information, fail to provide timely software updates (and even if timely provided, there could be a delay in the installation of the updates), fail to detect security vulnerabilities, or experience security incidents or inadequate security measures. Any such incidents or disruptions in PG&E’s information technology systems could impact PG&E’s ability to track or collect fixed recovery charges and limit PG&E’s ability to service the recovery property.

PG&E Corporation and PG&E face various cybersecurity threats, including attempts to gain unauthorized access to their systems and networks, denial-of-service attacks, threats to their information technology infrastructure, ransomware and phishing attacks, and attempts to gain unauthorized access to confidential or sensitive information about PG&E, consumers and employees. These threats come from a variety of highly organized actors, including nation-state actors. PG&E Corporation, PG&E and their third-party vendors have been subject to, and will likely continue to be subject to, threats, breaches and attempts to gain unauthorized access to PG&E’s information technology systems or confidential or sensitive data (including information about consumers and employees), or to disrupt PG&E’s operations. PG&E may not be able to prevent unauthorized access to its operational networks, information technology systems or data, or the disruption of its operations. Such events could subject PG&E to significant expenses, claims by consumers or third parties, government inquiries, penalties for violation of applicable privacy laws, investigations, lawsuits, and regulatory actions and could result in material fines, penalties, loss of consumers, and harm to PG&E Corporation’s and PG&E’s reputation, any of which could have a material effect on PG&E’s ability to bill and collect fixed recovery charges or otherwise service the recovery property.

PG&E maintains cyber liability insurance that covers certain losses and damages caused by cyber incidents, but adequate insurance may not continue to be available at rates PG&E believes are reasonable, or the costs of responding to and recovering from a cyber incident may not be covered by insurance or recoverable through rates.

It may be difficult to collect fixed recovery charges from other parties who bill retail consumers.

Under California’s “direct access” program, PG&E faces competition in certain areas of its retail business from ESPs. Currently the direct access program is limited to 11,393 gigawatt hours of annual sales for PG&E’s service area. However, as has been done previously in 2009 and 2018, the California legislature or the CPUC could expand the direct access program at any time. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Community Choice Aggregation, Direct Access and Departing Load” in this prospectus. In respect of consumers taking service from an ESP, PG&E remains the transmission and distribution provider. The Wildfire Financing Law and the financing order provide that the fixed recovery charges must be paid by all existing and future consumers, except for Exempted Consumers, within PG&E’s service territory as it existed on the date of the financing order. The financing order provides that consumers with departing load must pay the fixed recovery

 

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charges on such departing load. Nevertheless, ESPs that elect to do their own billing will be responsible for billing the fixed recovery charges and any delay in the remittance of such fixed recovery charges may reduce the fixed recovery charge collections available to make payments on the recovery bonds.

It might be difficult for successor servicers to collect the fixed recovery charges from PG&E’s consumers.

Any successor servicer may bring an action against a consumer for non-payment of the fixed recovery charge, but only a successor servicer that is a successor electric utility may terminate service for failure to pay the fixed recovery charges. A successor servicer that does not have the threat of termination of service available to enforce payment of the fixed recovery charge would need to rely on the successor electric utility to threaten to terminate service for nonpayment of other portions of monthly electric utility bills. This inability might reduce the value of your investment.

 

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RISKS ASSOCIATED WITH THE UNUSUAL NATURE OF THE RECOVERY PROPERTY

Foreclosure of the trustee’s lien on the recovery property for the recovery bonds might not be practical, and acceleration of the recovery bonds before maturity might have little practical effect.

Under the Wildfire Financing Law and the indenture, the trustee or the bondholders have the right to foreclose or otherwise enforce the lien on the recovery property securing the recovery bonds. However, in the event of foreclosure, there is likely to be a limited market, if any, for the recovery property. Therefore, foreclosure might not be a realistic or practical remedy. Moreover, although principal of the recovery bonds will be due and payable upon acceleration of the recovery bonds before maturity, fixed recovery charges likely would not be accelerated and the nature of the issuing entity’s business will result in principal of the recovery bonds being paid as funds become available. If there is an acceleration of the recovery bonds, all tranches of the recovery bonds will be paid pro rata; therefore, some tranches might be paid earlier than expected and some tranches might be paid later than expected.

 

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NATURAL DISASTER-RELATED RISKS

Severe weather events, extended drought, and climate change could materially affect PG&E.

Extreme weather, drought and shifting climate patterns have intensified the challenges associated with many of the other risks facing PG&E, particularly wildfire management in California. PG&E’s service territory encompasses some of the most densely forested areas in California and, as a consequence, is subject to higher risk from vegetation-related ignition events than other California investor-owned utilities. Further, environmental extremes, such as drought conditions and extreme heat followed by periods of wet weather, can drive additional vegetation growth (which can then fuel fires) and influence both the likelihood and severity of extraordinary wildfire events. In particular, the risk posed by wildfires, including during the recent wildfire seasons, has increased in PG&E’s service area as a result of an ongoing extended period of drought, bark beetle infestations in the California forest and wildfire fuel increases due to rising temperatures and record rainfall following the drought, and strong wind events, among other environmental factors. Precipitation patterns in California vary significantly from year to year, often leading to periods of severe to extreme drought. Drought conditions often occur and can persist in nearly all of PG&E’s service territory depending on the amount of precipitation received in the current or previous water years. More than half of PG&E’s service territory is in a high fire-threat district as set forth in the CPUC Fire-Threat Map (“HFTD”). Contributing factors other than environmental can include local land use policies and historical forestry management practices. The combined effects of extreme weather and climate change also impact this risk. In January 2018, the CPUC approved a statewide fire-threat map that shows that approximately half of PG&E’s service area is facing “elevated” or “extreme” fire danger. Approximately 25,000 circuit miles of PG&E’s nearly 80,000 distribution overhead circuit miles and approximately 5,500 miles of the nearly 18,000 transmission overhead circuit miles are in such HFTDs, significantly more in total than other California investor-owned utilities.

Severe weather events and other natural disasters, including wildfires and other fires, storms, tornadoes, floods, extreme heat events, drought, earthquakes, lightning, tsunamis, rising sea levels, pandemics, solar events, electromagnetic events, wind events or other weather-related conditions, climate change, or natural disasters, could result in severe business or operational disruptions, prolonged power outages, property damage, injuries and loss of life, significant decreases in revenues and earnings, and significant additional costs to PG&E. Transmission and/or distribution and generation facilities could be damaged or destroyed and usage of electricity could be interrupted temporarily, reducing the collections of fixed recovery charges or otherwise impacting PG&E’s ability to service the recovery property. There could be longer-lasting weather-related adverse effects on residential and commercial development and economic activity among PG&E’s consumers, which could cause the fixed recovery charges to be greater than expected. In addition, heat waves and other extreme weather events may require the implementation of rolling blackouts, temporarily reducing electricity sales and resulting in reduced fixed recovery charge collections. Legislative action adverse to the bondholders might be taken in response, and such legislation, if challenged as a violation of the State Pledge, might be defended on the basis of public necessity. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions—Future state legislative action, including a voter initiative, might attempt to reduce the value of your investment in the recovery bonds” in this prospectus.

Events or conditions caused by climate change could have a material impact on PG&E’s operations and could result in lower revenues or increased expenses, or both. If PG&E’s rates cannot be adjusted to reflect the impact of events or conditions caused by climate change, PG&E’s financial condition, results of operations, liquidity, and cash flows could be materially affected, which, in turn, could reduce the collections of fixed recovery charges or otherwise impact PG&E’s ability to service the recovery property.

 

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RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF THE SELLER OR THE SERVICER

For a more detailed discussion of the following bankruptcy risks, please read “How a Bankruptcy May Affect Your Investment” in this prospectus.

The servicer will commingle the fixed recovery charges with other revenues it collects, which might obstruct access to the fixed recovery charges in case of the servicer’s bankruptcy and reduce the value of your investment in the recovery bonds.

The servicer will be required to remit estimated fixed recovery charge collections to the trustee no later than the second servicer business day of receipt. The servicer will not segregate the fixed recovery charges from the other funds it collects from consumers or ESPs or its general funds. The fixed recovery charges will be estimated and segregated only when the servicer remits them to the trustee.

Despite this requirement, the servicer might fail to remit the full amount of the fixed recovery charges payable to the trustee or might fail to do so on a timely basis. This failure, whether voluntary or involuntary, might materially reduce the amount of fixed recovery charge collections available to make payments on the recovery bonds.

Absent a default under the servicing agreement, PG&E will be permitted to remit estimated fixed recovery charges to the trustee. While PG&E will be responsible for identifying and calculating the actual amount of fixed recovery charges in the event of a default under the servicing agreement, it may be difficult for PG&E to identify such charges, given existing limitations in its billing system.

The Wildfire Financing Law provides that the priority of a lien and security interest perfected in recovery property is not impaired by the commingling of the funds arising from fixed recovery charges with any other funds. In a bankruptcy of the servicer, however, a bankruptcy court might rule that federal bankruptcy law takes precedence over the Wildfire Financing Law and might decline to recognize the issuing entity’s right to collections of the fixed recovery charges that are commingled with other funds of the servicer as of the date of bankruptcy. If so, the collections of the fixed recovery charges held by the servicer as of the date of bankruptcy would not be available to pay amounts owing on the recovery bonds. In this case, the issuing entity would have only a general unsecured claim against the servicer for those amounts. This decision could cause material delays in payments of principal or interest, or losses, on your recovery bonds and could materially reduce the value of your investment in the recovery bonds.

The bankruptcy of PG&E or any successor seller might result in losses or delays in payments on the recovery bonds.

The seller will represent and warrant in the sale agreement that the transfer of the recovery property to the issuing entity under that sale agreement is a valid sale and assignment of that recovery property from the seller to the issuing entity. The seller will also represent, warrant, and covenant that it will take the appropriate actions under the Wildfire Financing Law to perfect this sale. The Wildfire Financing Law provides that the transactions described in the sale agreement shall constitute a sale of the recovery property to the issuing entity, and the seller and the issuing entity will treat the transaction as a sale under applicable law, although for financial reporting and tax reporting purposes the transaction will be treated as debt of the seller. If the seller were to become a debtor in a bankruptcy case, and a party in interest (including the seller itself) were to take the position that the sale of the recovery property to the issuing entity should be recharacterized as the grant of a security interest in such recovery property to secure a borrowing of the seller, delays in payments on the recovery bonds could result. If a court were to adopt such position, then delays or reductions in payments on the recovery bonds could result.

Pursuant to the Wildfire Financing Law and the financing order, upon the sale of the recovery property, the recovery property is created as a current property right, and it thereafter continuously exists as property for all

 

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purposes. Nonetheless, if the seller were to become the debtor in a bankruptcy case, a party in interest (including the seller itself) may take the position that, because the fixed recovery charges are usage-based charges, recovery property comes into existence only as consumers use electricity. If a court were to adopt this position, no assurance can be given that the court would not also rule that any recovery property relating to electricity consumed after the commencement of the seller’s bankruptcy case was not required to be transferred to the issuing entity, thus resulting in delays or reductions of payments on the recovery bonds.

A bankruptcy court generally follows state property law on issues such as those addressed by the state law provisions described above. However, a bankruptcy court does not follow state law if it determines that the state law is contrary to a paramount federal bankruptcy policy or interest. If a bankruptcy court in a PG&E bankruptcy refused to enforce one or more of the state property law provisions described above, the effect of this decision on you as a beneficial owner of the recovery bonds might be similar to the treatment you would receive in a PG&E bankruptcy if the recovery bonds had been issued directly by PG&E. A decision by the bankruptcy court that, despite the issuing entity’s separateness from PG&E, the issuing entity’s assets and liabilities and those of PG&E should be consolidated would have a similar effect on you as a bondholder.

The issuing entity has taken steps together with PG&E, as the seller, to reduce the risk that in the event the seller or an affiliate of the seller were to become the debtor in a bankruptcy case, a court would order that the issuing entity’s assets and liabilities be substantively consolidated with those of PG&E or an affiliate.

Nonetheless, these steps might not be completely effective, and thus if PG&E or an affiliate of the seller were to become a debtor in a bankruptcy case, a court might order that the issuing entity’s assets and liabilities be consolidated with those of PG&E or an affiliate of the seller. This might cause material delays in payment of, or losses on, your recovery bonds and might materially reduce the value of your investment in the recovery bonds. For example:

 

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without permission from the bankruptcy court, the trustee might be prevented from taking actions against PG&E or recovering or using funds on your behalf or replacing PG&E as the servicer;

 

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the bankruptcy court might order the trustee to exchange the recovery property for other property of lower value;

 

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tax or other government liens on PG&E’s property might have priority over the trustee’s lien and might be paid from collected fixed recovery charges before payments on the recovery bonds;

 

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the trustee’s lien might not be properly perfected in the collected recovery property collections prior to or as of the date of PG&E’s bankruptcy, with the result that the recovery bonds would represent only general unsecured claims against PG&E;

 

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the bankruptcy court might rule that neither the issuing entity’s property interest nor the trustee’s lien extends to fixed recovery charges in respect of electricity consumed after the commencement of PG&E’s bankruptcy case, with the result that the recovery bonds would represent only general unsecured claims against PG&E;

 

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the issuing entity and PG&E might be relieved of any obligation to make any payments on the recovery bonds during the pendency of the bankruptcy case and might be relieved of any obligation to pay interest accruing after the commencement of the bankruptcy case;

 

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PG&E might be able to alter the terms of the recovery bonds as part of its plan of reorganization,

 

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the bankruptcy court might rule that the fixed recovery charges should be used to pay, or that the issuing entity should be charged for, a portion of the cost of providing electric service; or

 

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the bankruptcy court might rule that the remedy provisions of the sale agreement are unenforceable, leaving the issuing entity with an unsecured claim for actual damages against PG&E that may be difficult to prove or, if proven, to collect in full.

 

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Furthermore, if PG&E enters bankruptcy proceedings, it might be permitted to stop acting as servicer, and it may be difficult to find a third party to act as servicer. The failure of the servicer to perform its duties or the inability to find a successor servicer might cause payment delays or losses on your investment in the recovery bonds. Also, the mere fact of a servicer or seller bankruptcy proceeding might have an adverse effect on the resale market for the recovery bonds and on the value of the recovery bonds.

The State of California might seek to limit or alter the fixed recovery charges, recovery property or the financing order of the CPUC following a bankruptcy of PG&E.

Under the Wildfire Financing Law, the State of California has pledged that it will neither limit nor alter the fixed recovery charges, recovery property, the financing order, or any rights thereunder, except for adjustments discussed in this prospectus and in “PG&E’s Financing Order—Fixed Recovery Charges—The Financing Order Requires the Servicer to Periodically ‘True-Up’ the Fixed Recovery Charge” and “The Servicing Agreement— True-Up Adjustment Submissions”, until the recovery bonds, together with the interest thereon and related financing costs, are fully paid and discharged. The Wildfire Financing Law further provides that nothing in the State Pledge precludes the State of California from limiting or altering the fixed recovery charges, recovery property or the financing order of the CPUC, if and when adequate provision is made by law for the protection of electrical corporations and of owners and holders of recovery bonds. However, following a bankruptcy of PG&E or any successor seller, provided exigent circumstances justified such an action, the State of California or other governmental entities may seek to limit or alter the fixed recovery charges, recovery property, and the value of the recovery bonds. There are no judicial precedents directly addressing what the term “adequate provision” may mean in the context of compensation to holders of the recovery bonds.

The sale of the recovery property might be construed as a financing and not a sale in a case of PG&E’s bankruptcy which might delay or limit payments on the recovery bonds.

The Wildfire Financing Law provides that the characterization of a transfer of recovery property as a sale or other absolute transfer will not be affected or impaired by treatment of the transfer as a financing for federal or state tax purposes or financial reporting purposes. The issuing entity and PG&E will treat the transaction as a sale under applicable law, although for financial reporting and income and franchise tax purposes the transaction is intended to be treated as a financing. In the event of a bankruptcy of PG&E, a party in interest in the bankruptcy might assert that the sale of the recovery property to the issuing entity was a financing transaction and not a “sale or other absolute transfer” and that the treatment of the transaction for financial reporting and tax purposes as a financing and not a sale, lends weight to that position. If a court were to characterize the transaction as a financing, the issuing entity expects that it would, on behalf of itself and the trustee, be treated as a secured creditor of PG&E in the bankruptcy proceedings, although a court might determine that the issuing entity only has an unsecured claim against PG&E. Even if the issuing entity had a security interest in the recovery property, the issuing entity would not likely have access to the related fixed recovery charge collections during the bankruptcy and would be subject to the risks of a secured creditor in a bankruptcy case, including the possible bankruptcy risks described in the immediately preceding risk factor. As a result, repayment of the recovery bonds might be significantly delayed and a plan of reorganization in the bankruptcy might permanently modify the amount and timing of payments to the issuing entity of the related fixed recovery charge collections and therefore the amount and timing of funds available to the issuing entity to pay bondholders.

If the servicer enters bankruptcy proceedings, the collections of the fixed recovery charges held by the servicer as of the date of bankruptcy might constitute preferences, which means these funds might be unavailable to pay amounts owing on the recovery bonds.

In the event of a bankruptcy of the servicer, a party in interest might take the position that the remittance of funds prior to bankruptcy of the servicer, pursuant to the servicing agreement, constitutes a preference under bankruptcy law if the remittance of those funds was deemed to be paid on account of a preexisting debt. If a court were to hold that the remittance of funds constitutes a preference, any such remittance within 90 days of the

 

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filing of the bankruptcy petition could be avoidable, and the funds could be required to be returned to the bankruptcy estate of the servicer. To the extent that fixed recovery charges have been commingled with the general funds of the servicer, the risk that a court would hold that a remittance of funds was a preference would increase. Also, the issuing entity may be considered an “insider” of the servicer. If the issuing entity is considered to be an “insider” of the servicer, any such remittance to the issuing entity made within one year of the filing of the bankruptcy petition could be avoidable as well if the court were to hold that such remittance constitutes a preference. In either case, the issuing entity or the trustee would merely be an unsecured creditor of the servicer. If any funds were required to be returned to the bankruptcy estate of the servicer, the issuing entity would expect that the amount of any future fixed recovery charges would be increased through the statutory true-up mechanism to recover such amount, though this would not eliminate the risk of payment delays or losses on your investment in the recovery bonds.

Claims against PG&E or any successor seller might be limited in the event of a bankruptcy of the seller.

If the seller were to become a debtor in a bankruptcy case, claims, including indemnity claims, by the issuing entity against the seller under the sale agreement and the other documents executed in connection with the sale agreement would be unsecured claims and would be adjudicated in the bankruptcy case. In addition, the bankruptcy court might estimate any contingent claims that the issuing entity has against the seller and, if it determines that the contingency giving rise to these claims is unlikely to occur, estimate the claims at a lower amount. A party in interest in the bankruptcy of the seller might challenge the enforceability of the indemnity provisions in a sale agreement. If a court were to hold that the indemnity provisions were unenforceable, the issuing entity would be left with a claim for actual damages against the seller based on breach of contract principles, which would be subject to estimation and/or calculation by the court. The issuing entity cannot give any assurance as to the result if any of the above-described actions or claims were made. Furthermore, the issuing entity cannot give any assurance as to what percentage of their claims, if any, unsecured creditors would receive in any bankruptcy proceeding involving the seller.

The bankruptcy of PG&E or any successor seller might limit the remedies available to the trustee.

Upon an event of default for the recovery bonds under the indenture, the Wildfire Financing Law permits the trustee to enforce the security interest in the recovery property, as well as the statutory lien created by the Wildfire Financing Law in the recovery property, in accordance with the terms of the indenture. In this capacity, and pursuant to the Wildfire Financing Law and the financing order, the trustee is permitted to request the CPUC to order the sequestration and payment to bondholders of all revenues arising with respect to the related recovery property. There can be no assurance, however, that the CPUC or a court would issue this order, or that a court would respect the CPUC’s right to order sequestration, after a PG&E bankruptcy in light of the automatic stay provisions of Section 362 of the United States Bankruptcy Code. In that event, the trustee would be required to seek an order from the bankruptcy court lifting the automatic stay to permit this action by the CPUC or a court, and an order requiring an accounting and segregation of the revenues arising from the recovery property. There can be no assurance that a court would grant either order.

 

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OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE RECOVERY BONDS

PG&E’s indemnification obligations under the sale and servicing agreements are limited and might not be sufficient to protect your investment in the recovery bonds.

PG&E is obligated under the sale agreement to indemnify the issuing entity and the trustee, for itself and on behalf of the bondholders, only in specified circumstances and will not be obligated to repurchase any recovery property in the event of a breach of any of its representations, warranties or covenants regarding the recovery property. Similarly, PG&E is obligated under the servicing agreement to indemnify the issuing entity and the trustee, for itself and on behalf of the bondholders, only in specified circumstances. Please read “The Sale Agreement” and “The Servicing Agreement” in this prospectus.

Neither the trustee nor the bondholders will have the right to accelerate payments on the recovery bonds as a result of a breach under the sale agreement or servicing agreement, absent an event of default under the indenture relating to the recovery bonds as described under “Description of the Recovery Bonds—Events of Default; Rights Upon Event of Default” in this prospectus. Furthermore, PG&E might not have sufficient funds available to satisfy its indemnification obligations under these agreements, and the amount of any indemnification paid by PG&E might not be sufficient for you to recover all of your investment in the recovery bonds. In addition, if PG&E becomes obligated to indemnify bondholders, the then-current ratings on the recovery bonds will likely be downgraded as a result of the circumstances causing the breach and the fact that bondholders will be unsecured creditors of PG&E with respect to any of these indemnification amounts. PG&E will not indemnify any person for any loss, damages, liability, obligation, claim, action, suit or payment resulting solely from a downgrade in the ratings on the recovery bonds, or for any consequential damages, including any loss of market value of the recovery bonds resulting from a default or a downgrade of the ratings of the recovery bonds. Please read “The Sale Agreement—Seller Representations and Warranties” and “The Sale Agreement—Indemnification” in this prospectus.

The issuing entity will issue several tranches, and may issue multiple series, of the recovery bonds.

The financing order authorizes the issuing entity to issue up to two series and, within such series, one or more tranches of the recovery bonds not to exceed the Authorized Amount (as defined under “PG&E’s Financing Order”). Fixed recovery charges collected by or for the benefit of PG&E will be allocated among the tranches of recovery bonds as set forth in the expected sinking fund schedule and the priority of payments set forth under “Security for the Recovery Bonds—How Funds in the Collection Account will be Allocated” in this prospectus. However, the issuing entity cannot assure you that the existence of multiple tranches of recovery bonds would not cause reductions or delays in payment on your recovery bonds. In addition, some matters relating to the recovery bonds may require the vote of the holders of all tranches of the recovery bonds. Your interests in these votes might conflict with the interests of the beneficial owners of recovery bonds of another tranche and therefore these votes could result in an outcome that is materially unfavorable to you.

PG&E has caused, and may cause, the issuance of additional recovery bonds or additional other recovery bonds secured by additional recovery property or additional other recovery property that includes a non-bypassable charge on consumers, which may cause a delay in the payment of the recovery bonds and potential conflicts of interest among bondholders.

The financing order permits PG&E to issue up to the Authorized Amount in up to two series.

PG&E may cause the issuing entity or a separate issuing entity, subject to conditions set forth in its organizational documents and any relevant indenture, to acquire additional recovery property created under the financing order or additional other recovery property created under a separate financing order, and issue a series of additional recovery bonds or additional other recovery bonds supported by such additional recovery property or additional other recovery property without your prior review or approval. Please read “Description of the

 

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Recovery Bonds—Conditions of Issuance of Additional Recovery Bonds or Additional Other Recovery Bonds” and “Security for the Recovery Bonds—How Funds in the Collection Account will be Allocated—Issuance of Additional Recovery Bonds or Additional Other Recovery Bonds”. In addition, PG&E may in its sole discretion sell recovery property or property similar to the recovery property, created by a separate financing order to one or more entities other than the issuing entity in connection with the issuance of additional other recovery bonds or obligations similar to the recovery bonds without your prior review or approval.

Any new issuance would be offered pursuant to a separate registration statement or other offering document and may include terms and provisions that would be unique to that particular issuance. PG&E has covenanted in the sale agreement that the satisfaction of the rating agency condition and the execution and delivery of a joinder to the intercreditor agreement are condition precedents to the sale of additional recovery property or additional other recovery property, as the case may be, consisting of non-bypassable charges payable by consumers comparable to the recovery property to another entity. Please read “Security for the Recovery Bonds—Intercreditor Agreement” and “The Sale Agreement—Covenants of the Seller” in this prospectus.

In the event a consumer does not pay in full all amounts owed under any bill, including fixed recovery charges, PG&E, as servicer, is required to allocate any resulting shortfalls in fixed recovery charges ratably based on the amounts of fixed recovery charges owing in respect of the recovery bonds, the prior recovery bonds and any amounts owing in respect of any additional recovery bonds or additional other recovery bonds and other rates and charges to the total billed amount. However, if a dispute arises with respect to the allocation of such fixed recovery charges or other delays occur on account of the administrative burdens of making such allocation, the issuing entity cannot assure you that any new issuance would not cause reductions or delays in payment of your recovery bonds.

In addition, actions taken by the holders of the prior recovery bonds or one or more series of additional recovery bonds and additional other recovery bonds might conflict with the interests of the beneficial owners of the recovery bonds, and could result in an outcome that is materially unfavorable to you.

The credit ratings are no indication of the expected rate of payment of principal on the recovery bonds.

The issuing entity expects the recovery bonds will receive credit ratings from at least two nationally recognized statistical rating organizations (“NRSRO”). A rating is not a recommendation to buy, sell or hold the recovery bonds. The ratings merely analyze the probability that the issuing entity will repay the total principal amount of the recovery bonds at the final maturity date (which is later than the scheduled final payment date) and will make timely interest payments. The ratings are not an indication that the rating agencies believe that principal payments are likely to be paid on time according to the expected sinking fund schedule.

Under Rule 17g-5 of the Exchange Act, NRSROs providing the sponsor with the requisite certification will have access to all information posted on a website by the sponsor for the purpose of determining the initial rating and monitoring the rating after the closing date in respect of the recovery bonds. As a result, an NRSRO other than a NRSRO hired by the sponsor (a “hired NRSRO”) may issue ratings on the recovery bonds (“unsolicited ratings”), which may be lower, and could be significantly lower, than the ratings assigned by the hired NRSROs. The unsolicited ratings may be issued prior to, or after, the closing date in respect of the recovery bonds. Issuance of any unsolicited rating will not affect the issuance of the recovery bonds. Issuance of an unsolicited rating lower than the ratings assigned by the hired NRSRO on the recovery bonds might adversely affect the value of the recovery bonds and, for regulated entities, could affect the status of the recovery bonds as a legal investment or the capital treatment of the recovery bonds. Investors in the recovery bonds should consult with their legal counsel regarding the effect of the issuance of a rating by a non-hired NRSRO that is lower than the rating of a hired NRSRO. None of PG&E, the issuing entity, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. In addition, if either the issuing entity or PG&E fail to make available to a non-hired NRSRO any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the recovery bonds, a hired NRSRO could

 

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withdraw its ratings on the recovery bonds, which could adversely affect the market value of your recovery bonds and/or limit your ability to resell your recovery bonds.

The recovery bonds’ credit ratings might affect the market value of your recovery bonds.

A downgrading of the credit ratings of the recovery bonds might have an adverse effect on the market value of the recovery bonds. Credit ratings might change at any time and an NRSRO has the authority to revise or withdraw its rating based solely upon its own judgment. In addition, any downgrade in the credit ratings of the recovery bonds may result in the recovery bonds becoming ineligible to be held by certain funds or investors, which may require such investors to liquidate their investment in the recovery bonds and result in lower prices and a less liquid trading market for the recovery bonds.

The absence of a secondary market for the recovery bonds might limit your ability to resell your recovery bonds.

The underwriters for the recovery bonds might assist in resales of the recovery bonds, but they are not required to do so. A secondary market for the recovery bonds might not develop, and the issuing entity does not expect to list the recovery bonds on any securities exchange. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your recovery bonds. Please read “Plan of Distribution” in this prospectus.

You might receive principal payments for the recovery bonds later than you expect.

The amount and the rate of collection of the fixed recovery charges for the recovery bonds, together with the related fixed recovery charge adjustments, will generally determine whether there is a delay in the scheduled repayments of recovery bond principal. If the servicer collects the fixed recovery charges at a slower rate than expected from any ESP, it might have to request adjustments of the fixed recovery charges. If those adjustments are not timely and accurate, you might experience a delay in payments of principal and interest and a decrease in the value of your investment in the recovery bonds. A failure to pay principal as anticipated by the scheduled bond repayment schedule (other than on the final maturity date) will not constitute an event of default under the indenture.

Regulatory provisions affecting certain investors could adversely affect the liquidity of the bonds.

European Union (“EU”) legislation comprising Regulation (EU) 2017/2402 (as amended, the “EU Securitization Regulation”) and certain related regulatory technical standards, implementing technical standards and official guidance (together, the European Securitization Rules) impose certain restrictions and obligations with regard to securitizations (as such term is defined for purposes of the EU Securitization Regulation). The European Securitization Rules are in force throughout the EU (and are expected also to be implemented in the non-EU member states of the European Economic Area) in respect of securitizations the securities of which were issued (or the securitization positions of which were created) on or after January 1, 2019.

Pursuant to the European Securitization Rules, EU Institutional Investors investing in a securitization (as so defined) must, among other things, verify that (a) certain credit-granting requirements are satisfied, (b) the originator, sponsor or original lender retains on an ongoing basis a material net economic interest which, in any event, shall not be less than 5%, determined in accordance with Article 6 of the EU Securitization Regulation, and discloses that risk retention, and (c) the originator, sponsor or relevant securitization special purpose entity has, where applicable, made available information as required by Article 7 of the EU Securitization Regulation. “EU Institutional Investors” include: (a) insurance undertakings and reinsurance undertakings as defined in Directive 2009/138/EC, as amended; (b) institutions for occupational retirement provision falling within the scope of Directive (EU) 2016/2341 (subject to certain exceptions), and certain investment managers and authorized entities appointed by such institutions; (c) alternative investment fund managers as defined in

 

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Directive 2011/61/EU which manage and/or market alternative investment funds in the EU; (d) certain internally-managed investment companies authorized in accordance with Directive 2009/65/EC, and managing companies as defined in that Directive; (e) credit institutions as defined in Regulation (EU) No 575/2013 (“CRR”) (and certain consolidated affiliates thereof); and (f) investment firms as defined in CRR (and certain consolidated affiliates thereof).

With respect to the United Kingdom (“UK”), relevant UK established or UK regulated persons (as described below) are subject to the restrictions and obligations of the EU Securitization Regulation as it forms part of UK domestic law by operation of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”), and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019, and as further amended from time to time, the “UK Securitization Regulation”. The UK Securitization Regulation, together with (a) all applicable binding technical standards made under the UK Securitization Regulation, (b) any EU regulatory technical standards or implementing technical standards relating to the EU Securitization Regulation (including such regulatory technical standards or implementing technical standards that are applicable pursuant to any transitional provisions of the EU Securitization Regulation) forming part of UK domestic law by operation of the EUWA, (c) all relevant guidance, policy statements or directions relating to the application of the UK Securitization Regulation (or any binding technical standards) published by the Financial Conduct Authority (the “FCA”) and/or the Prudential Regulation Authority (the “PRA”) (or their successors), (d) any guidelines relating to the application of the EU Securitization Regulation that are applicable in the UK, (e) any other transitional, saving or other provision relevant to the UK Securitization Regulation by virtue of the operation of the EUWA and (f) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitization Regulation, in each case, as may be further amended, supplemented or replaced, from time to time, are referred to in this prospectus as the “UK Securitization Rules”.

Article 5 of the UK Securitization Regulation places certain conditions on investments in a “securitization” (as defined in the UK Securitization Regulation) by a UK Institutional Investor. UK Institutional Investors include: (a) an insurance undertaking as defined in section 417(1) of the Financial Services And Markets Act 2000 (as amended, the FSMA); (b) a reinsurance undertaking as defined in section 417(1) of the FSMA; (c) an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 that has its main administration in the UK, or a fund manager of such a scheme appointed under section 34(2) of the Pensions Act 1995 that, in respect of activity undertaken pursuant to that appointment, is authorized for the purposes of section 31 of the FSMA; (d) an alternative investment fund manager as defined in regulation 4(1) of the Alternative Investment Fund Managers Regulation 2013 that markets or manages alternative investments funds (as defined in regulation 3 of the Alternative Investment Fund Managers Regulation 2013) in the UK; (e) a management company as defined in section 237(2) of the FSMA; (f) an undertaking for collective investment in transferable securities as defined by section 236A of the FSMA, which is an authorized open ended investment company as defined in section 237(3) of the FSMA; and (g) a CRR firm as defined in CRR, as it forms part of UK domestic law by virtue of the EUWA (and certain consolidated affiliates thereof).

Prior to investing in (or otherwise holding an exposure to) a “securitisation position” (as defined in the UK Securitization Regulation), a UK Institutional Investor, other than the originator, sponsor or original lender (each as defined in the UK Securitization Regulation), must, among other things: (a) verify that, where the originator or original lender is established in a third country (i.e. not within the UK), the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness; (b) verify that, if established in the third country (i.e. not within the UK), the originator, sponsor or original lender retains on an ongoing basis a material net economic interest that, in any event, shall not be less than 5%, determined in accordance with Article 6 of the UK Securitization Regulation, and discloses the risk retention to the affected investors; (c) verify that, where established in a third country (i.e. not within the UK), the originator, sponsor or relevant securitization special purpose entity, where applicable, made available information that is substantially the same as that which it would have made available under

 

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Article 7 of the UK Securitization Regulation (which sets out certain transparency requirements) if it had been established in the UK and has done so with such frequency and modalities as are substantially the same as those with which it would have made information available if it had been established in the UK; and (d) carry out a due-diligence assessment that enables the UK Institutional Investor to assess the risks involved, considering at least (i) the risk characteristics of the securitisation position and the underlying exposures and (ii) all the structural features of the securitization that can materially impact the performance of the securitisation position.

The issuing entity and PG&E do not believe that the recovery bonds fall within the definition of a “securitization” for purposes of the EU Securitization Regulation or the UK Securitization Regulation as there is no tranching of credit risk associated with exposures under the transactions described in this prospectus. Therefore, such transactions are not subject to the European Securitization Rules or the UK Securitization Rules. As such, neither the issuing entity nor PG&E, nor any other party to the transactions described in this prospectus, intend, or are required under the transaction documents, to retain a material net economic interest in respect of such transactions, or to take, or to refrain from taking, any other action, in a manner prescribed or contemplated by the European Securitization Rules or the UK Securitization Rules. In particular, no such person undertakes to take, or to refrain from taking, any action for purposes of compliance by any investor (or any other person) with any requirement of the European Securitization Rules or the UK Securitization Rules to which such investor (or other person) may be subject at any time.

However, if a competent authority were to take a contrary view and determine that the transactions described in this prospectus do constitute a securitization for purposes of the EU Securitization Regulation or the “UK Securitization Regulation”, then any failure by an EU Institutional Investor or a UK Institutional Investor (as applicable) to comply with any applicable European Securitization Rules or UK Securitization Rules (as applicable) with respect to an investment in the recovery bonds may result in the imposition of a penalty regulatory capital charge on that investment or of other regulatory sanctions and remedial measures.

Consequently, the recovery bonds may not be a suitable investment for EU Institutional Investors or UK Institutional Investors. As a result, the price and liquidity of the recovery bonds in the secondary market may be adversely affected.

Prospective investors are responsible for analyzing their own legal and regulatory position and are advised to consult with their own advisors and any relevant regulator or other authority regarding the scope, applicability and compliance requirements of the European Securitization Rules and the UK Securitization Rule, and the suitability of the recovery bonds for investment. Neither the issuing entity, nor PG&E, nor any other party to the transactions described in this prospectus, make any representation as to any such matter, or have any liability to any investor (or any other person) for any non-compliance by any such person with the European Securitization Rules, the UK Securitization Rules or any other applicable legal, regulatory or other requirements.

If the investment of collected fixed recovery charges and other funds held pursuant to the indenture and the series supplement in the collection account results in investment losses or the investments become illiquid, you might receive payment of principal of and interest on the recovery bonds later than you expect.

Funds held pursuant to the indenture and the series supplement in the collection account will be invested in eligible investments. Eligible investments include money market funds having a rating from Moody’s, and S&P, of P-1 and A-1, respectively. Although investments in these money market funds have traditionally been viewed as highly liquid with a low probability of principal loss, illiquidity and principal losses have been experienced by investors in certain of these funds as a result of disruptions in the financial markets in recent years. If investment losses or illiquidity are experienced, you might experience a delay in payments of principal and interest and a decrease in the value of your investment in the recovery bonds.

There can be no assurance that the projects funded with the proceeds from the sale of the recovery property will meet investor criteria and expectations regarding environmental or social impact and sustainability performance.

 

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PG&E intends to allocate the ultimate proceeds received from the sale of the recovery property to reimburse itself for previously incurred recovery costs related to Eligible Projects, which consist of certain wildfire risk mitigation capital expenditures eligible for recovery under the Wildfire Financing Law that have been incurred by PG&E. Any information that PG&E or the issuing entity provides concerning the environmental or social impacts of the Eligible Projects will be estimates determined by their management to the best of their ability based on the information available to them at such time. The determinations giving rise to such impact information are inherently imprecise and should not be taken as statements of fact. Furthermore, the underwriters are not responsible for assessing or verifying whether the Eligible Projects meet the prescribed eligibility criteria or for the monitoring of the use of proceeds. Neither the terms of the recovery bonds, the indenture relating to the recovery bonds, nor the sale agreement pursuant to which the recovery property will be sold to the issuing entity by PG&E require PG&E or the issuing entity to use the proceeds for Eligible Projects as described under “Use of Proceeds” and any failure by PG&E or the issuing entity to comply with the anticipated use of proceeds will not constitute a breach of or an event of default under the recovery bonds or the indenture relating to the recovery bonds.

Prospective investors should carefully review the information set out in this prospectus regarding such use of the proceeds from the sale of the recovery property and must determine for themselves the relevance of such information for the purpose of any investment in the recovery bonds together with any other investigation such investor deems necessary. In particular, there can be no assurance that the use of such proceeds from the sale of the recovery property to fund any Eligible Projects will satisfy (or will continue to satisfy), whether in whole or in part, any present or future investor expectations or requirements, taxonomies or standards or other investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable laws or regulations or by its own by-laws or other governing rules or investment portfolio mandates, ratings mandates or other independent expectations, in particular with regard to any direct or indirect environmental, sustainability or social impact of any projects or uses, the subject of or related to, any Eligible Projects. Any failure by PG&E or the issuing entity to allocate the proceeds from the sale of the recovery property to reimburse itself for previously incurred recovery costs related to one or more Eligible Projects or the failure of those investments or financings to satisfy investor expectations or requirements could have a material adverse effect on the market price of the recovery bonds.

There is no legal, regulatory or market definition of or standardized criteria for what constitutes a “green,” “social,” “sustainable” or other equivalently labeled project, and any such designations made by third parties with respect to the recovery bonds may not be suitable for the investment criteria of an investor.

There is currently no clearly defined definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes, a “green,” “social,” “sustainable” or an equivalently labeled project, or as to what precise attributes are required for a particular project to be defined as “green,” “social,” “sustainable” or such other equivalent label, and nor can any assurance be given that such a clear definition or consensus will develop over time. Accordingly, no assurance is or can be given to investors that the Eligible Projects will meet any or all investor expectations regarding such “green,” “social,” “sustainable” or other equivalently-labeled performance objectives, or that any adverse environmental, social and/or other impacts will not occur with respect to any Eligible Projects funded in whole or in part by the proceeds from the sale of the recovery property.

No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by PG&E or the issuing entity) that may be solicited in connection with the issuance of the recovery bonds and, in particular, with respect to whether any Eligible Projects fulfill any environmental, social, sustainability and/or other criteria. For the avoidance of doubt, any such opinion or certification is not and shall not be deemed to be incorporated into and/or form part of this prospectus. Any such opinion or certification is not, nor should be deemed to be, a recommendation by the issuing entity, PG&E or any underwriter, or any other person to buy, sell or hold the recovery bonds. Any such opinion or certification is only current as of the date that opinion or certification was initially issued. Prospective

 

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investors must determine for themselves the relevance of any such opinion or certification and/or the information contained therein and/or the provider of such opinion or certification for the purpose of any investment in the recovery bonds. Currently, the providers of such opinions and certifications are not subject to any specific regulatory or other regime or oversight. Any withdrawal of any such opinion or certification or any additional opinion or certification attesting that PG&E or the issuing entity is not complying in whole or in part with any matters for which such opinion or certification is opining or certifying may have a material adverse effect on the value of the recovery bonds and/or result in adverse consequences for certain investors with mandates to invest in securities to be used for a particular purpose.

 

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REVIEW OF RECOVERY PROPERTY

Pursuant to the rules of the SEC, PG&E, as sponsor, has performed, as described below, a review of the recovery property underlying the recovery bonds. As required by these rules, the review was designed and effected to provide reasonable assurance that disclosure regarding the recovery property is accurate in all material respects. PG&E did not engage a third party in conducting its review.

The recovery bonds will be secured under the indenture by the indenture’s trust estate. The principal asset of the indenture’s trust estate is the recovery property relating to the recovery bonds. The recovery property includes the right to impose, bill, collect and receive non-bypassable irrevocable fixed recovery charges in amounts necessary to pay principal on and interest of the recovery bonds and other required amounts and charges owing in connection with the recovery bonds, the right under the financing order to obtain true-up adjustments of fixed recovery charges under the Wildfire Financing Law (with respect to adjustments, in the manner and with the effect provided in the servicing agreement) and all revenue, collections, claims, right to payments, payments, money and proceeds arising out of the rights and interests created under the financing order. Under the Wildfire Financing Law and the financing order, the fixed recovery charges are payable by any existing or future individual, governmental body, trust, business entity, or nonprofit organization located in the service territory of PG&E as such territory existed on the date of the financing order, except Exempted Consumers, that consumes electricity that has been transmitted or distributed by means of electric transmission or distribution facilities, whether those electric transmission or distribution facilities are owned by the consumer, PG&E, or any other party.

The recovery property is not a receivable, and the recovery property and other collateral held by the trustee securing the recovery bonds do not constitute a pool of receivables. Fixed recovery charges that relate to the recovery property are irrevocable and not subject to reduction, impairment, postponement, termination or, except for the specified true-up adjustments to correct any overcollections or undercollections, adjustment by further action of the CPUC. The rates at which fixed recovery charges are billed to consumers will be adjusted to correct any overcollections or undercollections from prior periods. These adjustments are intended to ensure the recovery of revenues sufficient to retire the principal amount of the recovery bonds in accordance with the expected sinking fund schedule, to pay all interest on the recovery bonds when due, to pay fees and expenses of servicing the recovery bonds and premiums, if any, associated with the recovery bonds and to fund any required credit enhancement for the recovery bonds. In addition to the annual true-up adjustments, the servicer (a) is required to implement quarterly true-up adjustments beginning at least 12 months prior to the last scheduled final payment date of the last maturing tranche of the recovery bonds, (b) is required to implement semi-annual true-up adjustments if the servicer forecasts that fixed recovery charge collections will be insufficient to make scheduled payments of principal, interest, and other financing costs on a timely basis, and (c) may request an interim true-up adjustment at any time for any reason to ensure timely payment of scheduled principal of and interest on the recovery bonds and other required amounts and charges owing in connection with the recovery bonds on the next payment date.

There is no cap on the level of fixed recovery charges that may be imposed on consumers as a result of the true-up adjustment process to pay principal of and interest on the recovery bonds when due and other required amounts and charges owing in connection with the recovery bonds. All revenues and collections resulting from fixed recovery charges provided for in the financing order are part of the recovery property. The recovery property relating to the recovery bonds is described in more detail under “The Recovery Property and the Wildfire Financing Law” in this prospectus.

In the financing order, the CPUC, among other things:

 

•

orders that the fixed recovery charges shall be non-bypassable and recovered from existing and future consumers in PG&E’s service territory as of the date of the financing order except for Exempted Consumers, and that the fixed recovery charges shall be imposed on all consumers in accordance with the methodology approved in the financing order;

 

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•

orders that the owner of the recovery property will be entitled to recover fixed recovery charge revenues in the aggregate amount sufficient to pay on a timely basis the principal and interest on the recovery bonds together with all related financing costs until all such costs are paid in full; and

 

•

orders that the transfer of the recovery property to the issuing entity by PG&E shall be treated as an absolute transfer of all of PG&E’s right, title, and interest, as in a true sale, and not as a pledge or other financing, of the recovery property, other than for federal income tax and state income tax and franchise tax purposes.

Please read “The Recovery Property and the Wildfire Financing Law” and “PG&E’s Financing Order” in this prospectus for more information.

The characteristics of recovery property are unlike the characteristics of assets underlying mortgage and other commercial asset-based financings because recovery property is a creature of statute and state regulatory commission proceedings. Because the nature and characteristics of recovery property and many elements of recovery bond financings are set forth in and constrained by the Wildfire Financing Law and the financing order, PG&E, as sponsor, does not select the assets to be pledged as collateral in ways common to many traditional asset-based financings. Moreover, the recovery bonds do not contain origination or underwriting elements similar to typical mortgage or other loan transactions involved in other forms of asset-backed securities. The Wildfire Financing Law and the financing order require the imposition on, and collection of fixed recovery charges from, existing and future consumers, subject to the exceptions. Please read “The Recovery Property and the Wildfire Financing Law—The Financing Order and the Recovery Property—Exemptions from Fixed Recovery Charges” in this prospectus. Since fixed recovery charges are assessed against all such consumers and the true-up mechanism adjusts for the impact of consumer defaults, the collectability of the fixed recovery charges is not ultimately dependent upon the credit quality of particular PG&E consumers, as would be the case in the absence of the true-up adjustment.

The review by PG&E of the recovery property underlying the recovery bonds has involved a number of discrete steps and elements as described in more detail below. First, PG&E has analyzed and applied the Wildfire Financing Law’s requirements for recovering recovery costs and approval of the CPUC for the issuance of the financing order and in its proposal with respect to the characteristics of the recovery property to be created pursuant to the financing order. In preparing this proposal, PG&E worked with its counsel and its structuring advisor in preparing the application for a financing order. Moreover, PG&E worked with its counsel and the underwriters in preparing the legal agreements that provide for the terms of the recovery bonds and the security for the recovery bonds. PG&E has analyzed economic issues and practical issues for the scheduled payment of principal of and interest on the recovery bonds, including the impact of economic factors, potential for disruptions due to weather or catastrophic events, including pandemics, and its own forecasts for consumer growth as well as the historic accuracy of its prior forecasts.

In light of the unique nature of the recovery property, PG&E has taken (or prior to the offering of the recovery bonds, will take) the following actions in connection with its review of the recovery property and the preparation of the disclosure for inclusion in this prospectus describing the recovery property, the recovery bonds and the proposed securitization:

 

•

reviewed the Wildfire Financing Law, other relevant provisions of California statutes and any applicable rules, regulations and orders of the CPUC as they relate to the recovery property in connection with the preparation and filing of the application with the CPUC for the approval of the financing order in order to confirm that the application and proposed financing order satisfied applicable statutory and regulatory requirements;

 

•

actively participated in the proceeding before the CPUC relating to the approval of the requested financing order;

 

•

reviewed the financing order and the process by which it was adopted to confirm that the financing order satisfied the requirements of the Wildfire Financing Law;

 

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•

compared the proposed terms of the recovery bonds to the applicable requirements in the Wildfire Financing Law, other relevant provisions of California statutes, the financing order, the agreements related to the prior recovery bonds and any applicable regulations of the CPUC to confirm that they met such requirements;

 

•

prepared and reviewed the agreements to be entered into in connection with the issuance of the recovery bonds and compared such agreements to the applicable requirements in the Wildfire Financing Law, other relevant provisions of California statutes, the financing order and any applicable regulations of the CPUC to confirm that they met such requirements;

 

•

reviewed the disclosure in this prospectus regarding the Wildfire Financing Law, other relevant provisions of California statutes, the financing order and the agreements to be entered into in connection with the issuance of the recovery bonds, and compared such descriptions to the relevant provisions of the Wildfire Financing Law, other relevant provisions of California statutes, the financing order and such agreements to confirm the accuracy of such descriptions;

 

•

consulted with legal counsel to assess if there is a basis upon which the bondholders (or the trustee acting on their behalf) could successfully challenge the constitutionality of any legislative action by the State of California (including action by the CPUC or the voters by amendment to the California Constitution) that could repeal or amend the provisions of the Wildfire Financing Law in a way that could substantially impair the value of the recovery property, or substantially reduce, alter or impair the fixed recovery charges;

 

•

reviewed the process and procedures in place for it, as servicer, to perform its obligations under the servicing agreement, including billing, collecting, receiving and posting the fixed recovery charges to be provided for under the recovery property, forecasting fixed recovery charges, and preparing and submitting advice letters for true-up adjustments to the fixed recovery charges;

 

•

reviewed the operation of the true-up adjustment mechanism for adjusting fixed recovery charge levels to meet the scheduled payments on the recovery bonds and in this context took into account its experience with the CPUC; and

 

•

with the assistance of its advisors, prepared financial models in order to set the initial fixed recovery charges to be provided for under the recovery property at levels sufficient to pay principal of and interest on the recovery bonds when due and other required amounts and charges owing in connection with the recovery bonds.

In connection with the preparation of such models, PG&E:

 

•

reviewed (i) the historical electric consumption and consumer growth within its service territory and (ii) forecasts of expected energy sales and consumer growth; and

 

•

analyzed the sensitivity of the weighted average life of the recovery bonds in relation to variances in actual energy consumption levels and related charge collections from forecasted levels and in relation to the true-up adjustment in order to assess the probability that the weighted average life of the recovery bonds may be extended as a result of such variances, and in the context of the operation of the true-up adjustment for adjustment of fixed recovery charges to address undercollections or overcollections in light of scheduled payments on the recovery bonds to prevent an event of default.

As a result of this review, PG&E has concluded that:

 

•

the recovery property, the financing order and the agreements to be entered into in connection with the issuance of the recovery bonds meet in all material respects the applicable statutory and regulatory requirements;

 

•

the disclosure in this prospectus regarding the Wildfire Financing Law, the financing order and the agreements to be entered into in connection with the issuance of the recovery bonds is as of its date, accurate in all material respects and fails to omit any material information;

 

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•

the servicer has adequate processes and procedures in place to perform its obligations under the servicing agreement;

 

•

fixed recovery charge revenues, as adjusted from time to time as provided in the Wildfire Financing Law and the financing order, are expected to be sufficient to pay on a timely basis scheduled principal and interest on the recovery bonds; and

 

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the design and scope of PG&E’s review of the recovery property as described above is effective to provide reasonable assurance that the disclosure regarding the recovery property in this prospectus is accurate in all material respects.

 

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THE RECOVERY PROPERTY AND THE WILDFIRE FINANCING LAW

The Wildfire Financing Law Generally

The Wildfire Financing Law permits electrical corporations to recover certain costs and expenses related to catastrophic wildfires through the issuance of recovery bonds pursuant to and supported by an irrevocable financing order issued by the CPUC and permits the CPUC to approve an irrevocable non-bypassable fixed recovery charge on existing and future consumers located in the service territory of the electrical corporation as of the date of the financing order, subject to certain exceptions. Please read “The Financing Order and the Recovery Property—Exemptions from Fixed Recovery Charges” below and “PG&E’s Financing Order” in this prospectus. The Wildfire Financing Law authorizes the fixed recovery charge to recover: (a) recovery costs equal to the principal amount of the recovery bonds and (b) costs of recovering, financing, or refinancing those recovery costs, including the costs of servicing and retiring such recovery bonds.

The Wildfire Financing Law provides that fixed recovery charges are non-bypassable, meaning that they are payable by any individual, governmental body, trust, business entity, or nonprofit organization, subject to the exceptions described below, that consumes electricity that has been transmitted or distributed by means of electric transmission or distribution facilities, whether those electric transmission or distribution facilities are owned by the consumer, the electrical corporation, or any other party. In addition, under the Wildfire Financing Law, fixed recovery charges may consist of distribution, connection, disconnection and termination rates and charges and other rates and charges authorized by a financing order.

The Financing Order and the Recovery Property

The Wildfire Financing Law contains a number of provisions designed to facilitate the securitization of recovery costs, including the following:

The Wildfire Financing Law Provides for the Creation of Recovery Property

The Wildfire Financing Law authorizes the CPUC, through issuance of a financing order, to provide for the creation of recovery property to secure repayment of recovery bonds. Recovery property is defined under the Wildfire Financing Law to include, without limitation, the right, title, and interest of the electrical corporation or its transferee:

 

•

in and to the fixed recovery charges established pursuant to a financing order, including all rights to obtain adjustments to the fixed recovery charges in accordance with the provisions of the Wildfire Financing Law and the financing order; and

 

•

all revenues, collections, claims, payments, moneys, or proceeds of or arising from the fixed recovery charges that are the subject of a financing order described in the bullet point immediately above.

The Wildfire Financing Law provides that recovery property that is specified in a financing order shall constitute an existing, present property right, notwithstanding the fact that the imposition and collection of fixed recovery charges depend on the electrical corporation continuing to provide electricity service or continuing to perform its servicing functions relating to the collection of fixed recovery charges or on the level of future electricity consumption. The Wildfire Financing Law provides that recovery property shall exist whether or not the fixed recovery charges have been billed, have accrued, or have been collected and notwithstanding the fact that the value of the recovery property is dependent on the future provision of service to consumers. The Wildfire Financing Law further provides that all recovery property specified in a financing order shall continue to exist until the recovery bonds issued pursuant to a financing order and all associated financing costs are paid in full.

A Financing Order is Irrevocable

The Wildfire Financing Law provides that the financing order shall be irrevocable. In addition, under the Wildfire Financing Law, the CPUC may not, either by rescinding, altering, or amending the financing order or

 

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otherwise, revalue or revise for ratemaking purposes the recovery costs or the costs of recovering, financing, or refinancing the recovery costs, or in any way reduce or impair the value of recovery property either directly or indirectly by taking fixed recovery charges into account when setting other rates for the electrical corporation. Moreover, the Wildfire Financing Law provides that the amount of revenues generated by the fixed recovery charges shall not be subject to reduction, impairment, postponement, or termination.

Fixed Recovery Charges May Be Adjusted

The Wildfire Financing Law requires the CPUC to provide, in any financing order, a procedure for periodic true-up adjustments to fixed recovery charges, which shall be made at least annually and may be made more frequently. The financing order approved the submission of routine and non-routine advice letters to the CPUC to implement any true-up adjustment. Please read “PG&E’s Financing Order—Fixed Recovery Charges—The Financing Order Requires the Servicer to Periodically ‘True-Up’ the Fixed Recovery Charge” and “The Servicing Agreement—True-Up Adjustment Submissions” in this prospectus. Under the Wildfire Financing Law and the financing order, there is no cap on the level of fixed recovery charges that may be imposed on consumers as a result of the true-up adjustment process to pay principal of and interest on the recovery bonds when due and other ongoing financing costs in connection with the recovery bonds.

The Wildfire Financing Law Provides for the Creation of Consensual and Statutory Liens on Recovery Property

The Wildfire Financing Law provides that consensual security interests can be granted in recovery property and that a statutory lien will be established on recovery property upon the effective date of the financing order. With respect to consensual security interests, the Wildfire Financing Law provides that a valid and enforceable security interest in recovery property attaches when (a) the CPUC has issued the related financing order, (b) the pledgee of the recovery property (such as the trustee) has given value for the recovery property, and (c) the pledgor (such as PG&E) has signed a security agreement covering the recovery property. The security interest in the recovery property is perfected when it has attached and when a financing statement has been filed with the California Secretary of State in accordance with the Wildfire Financing Law. A statutory lien on recovery property with respect to recovery bonds arises under the Wildfire Financing Law. This statutory lien arises automatically, upon the effective date of the financing order, without further action by the servicer, the issuing entity or any other person. Under the financing order, a statutory lien will exist on the recovery property then existing or thereafter arising relating to recovery bonds and will secure all obligations, then existing or subsequently arising, to the holders of those recovery bonds and the trustee for those holders. The Wildfire Financing Law provides that this statutory lien will be a first priority lien on all recovery property then in existence or that subsequently arises for that series of recovery bonds pursuant to the terms of the financing order.

Under the Wildfire Financing Law, if a default or termination occurs under the terms of the recovery bonds, the pledgees of the recovery bonds (such as the trustee) are entitled to foreclose or otherwise enforce their security interest in the recovery property. In addition, the CPUC may require in the financing order that, in the event of default by the electrical corporation in payment of recovery property revenues, the CPUC and any successor thereto, upon the application by the pledgees or transferees (such as the trustee or us), and without limiting any other remedies available to the pledgees or transferees by reason of the default, shall order the sequestration and payment to the pledgees or transferees of recovery property revenues. The Wildfire Financing Law provides that any such order shall remain in full force and effect notwithstanding any bankruptcy, reorganization, or other insolvency proceedings with respect to the debtor, pledgor, or transferor of the recovery property. Please read “Risk Factors—Risks Associated with the Unusual Nature of the Recovery Property—Foreclosure of the trustee’s lien on the recovery property for the recovery bonds might not be practical, and acceleration of the recovery bonds before maturity might have little practical effect” in this prospectus.

 

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The Wildfire Financing Law and the Financing Order Provide that the Transfer of Recovery Property is a True Sale

The Wildfire Financing Law and the financing order provide that an electrical corporation’s transfer of recovery property is a “true sale” and shall be treated as an absolute transfer of all of the transferor’s right, title, and interest, as in a true sale, and not as a pledge or other financing, of the recovery property, other than for federal and state income and franchise tax purposes. The Wildfire Financing Law provides that the characterization of the sale, assignment, or transfer as an absolute transfer and true sale and the corresponding characterization of the property interest of the purchaser is not affected or impaired by, among other things, the occurrence of any of the following:

 

•

commingling of fixed recovery charge revenues with other amounts;

 

•

the retention by the seller of either of the following:

 

•

a partial or residual interest, including an equity interest, in the financing entity or the recovery property, whether direct or indirect, subordinate or otherwise; or

 

•

the right to recover costs associated with taxes, franchise fees, or license fees imposed on the collection of fixed recovery charges;

 

•

any recourse that the purchaser may have against the seller;

 

•

any indemnification rights, obligations, or repurchase rights made or provided by the seller;

 

•

the obligation of the seller to collect fixed recovery charges on behalf of an assignee;

 

•

the treatment of the sale, assignment, or transfer for tax, financial reporting, or other purposes; or

 

•

any true-up adjustment of the fixed recovery charges as provided in the financing order.

Please read “Risk Factors—Risks Associated with Potential Bankruptcy Proceedings of the Seller or the Servicer” and “How A Bankruptcy May Affect Your Investment” in this prospectus.

The Wildfire Financing Law Requires the Electrical Corporation and its Successors to Service the Recovery Property

The Wildfire Financing Law requires the CPUC to authorize the electrical corporation to enter into a servicing contract with the issuer of the recovery bonds (i.e., the issuing entity) in connection with a sale, assignment or pledge of the recovery property to such issuing entity. This contract must require the electrical utility to continue to operate its system to provide service to consumers within its service territory, to collect amounts in respect of the fixed recovery charges for the benefit and account of the issuing entity and to account for and remit these amounts to or for the account of the issuing entity. The Wildfire Financing Law further provides to the extent that billing, collection, and other related services with respect to the provision of electric service are provided to a consumer by any person or entity other than the electrical corporation in whose service territory the consumer is located, that person or entity must collect the fixed recovery charges from the consumer for the benefit and account of the applicable issuing entity as a condition to the provision of electric service to that consumer.

The Wildfire Financing Law further provides that any successor to the electrical corporation, whether pursuant to any bankruptcy, reorganization, or other insolvency proceeding, or pursuant to any merger, sale, or transfer, by operation of law, or otherwise, must perform and satisfy all obligations of the electrical corporation under the Wildfire Financing Law in the same manner and to the same extent as the electrical corporation. Please read “The Servicing Agreement—Successor Servicer” in this prospectus.

State Pledge

Under the Wildfire Financing Law, the State of California has pledged that it will neither limit nor alter the fixed recovery charges, recovery property, financing orders, or any rights thereunder, except for adjustments

 

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discussed above and in “PG&E’s Financing Order—Fixed Recovery Charges—The Financing Order Requires the Servicer to Periodically ‘True-Up’ the Fixed Recovery Charge” and “The Servicing Agreement—True-Up Adjustment Submissions”, until the recovery bonds, together with the interest thereon and related financing costs, are fully paid and discharged. However, the Wildfire Financing Law further provides that nothing in the State Pledge precludes the State of California from limiting or altering the fixed recovery charges, recovery property or any financing order of the CPUC, if and when adequate provision is made by law for the protection of PG&E, owners of recovery property and holders of recovery bonds.

Constitutional Matters

To date, no federal or California cases addressing the repeal or amendment of statutory provisions analogous to those contained in the Wildfire Financing Law have been decided. There have been cases in which courts applied the Contract Clause of the United States Constitution and the Contract Clause of the California Constitution to strike down legislation regarding reducing or eliminating taxes, public charges or other sources of revenues servicing other types of recovery bonds issued by public instrumentalities or private issuers (or issuing entities), or otherwise substantially impairing or eliminating the security for recovery bonds or other indebtedness. Based upon this case law, Hunton expects to deliver a reasoned opinion (the “Opinion”) prior to the closing of the offering of the recovery bonds. Subject to Hunton’s research and analysis on the subject, as well as the assumptions stated therein, the Opinion will state to the effect that a reviewing court of competent jurisdiction, in a properly prepared and presented case, would have grounds to conclude that the State Pledge constitutes a contractual relationship between the bondholders and the State of California, and that, absent a demonstration by the State of California that any legislative action that becomes law that limits, alters or reduces the value of the recovery property or the fixed recovery charges (such action being referred to as a “legislative action”) so as to impair (a) the terms of the indenture or the recovery bonds or (b) the rights and remedies of the bondholders (or the trustee acting on their behalf) (each such act, an “impairment”) is necessary to further a significant and legitimate public purpose, and upon a finding by the court that an evident and more moderate course would serve the State’s purposes equally well, the bondholders could successfully challenge under the Contract Clause of the United States Constitution or the Contract Clause of the California Constitution the constitutionality of any legislative action that causes an impairment prior to the time that the recovery bonds are fully paid and discharged. The relevant case law also indicates that the State’s justification would be subjected to a higher degree of scrutiny, and that the State would bear a more substantial burden, if the legislative action impairs a contract to which the State is a party (which the depositor believes to be the case here), as contrasted to a contract solely between private parties. It may be possible for the California legislature to repeal or amend the Wildfire Financing Law or for the CPUC to amend or revoke the financing order notwithstanding the State Pledge, if the legislature or the CPUC acts in order to serve a significant and legitimate public purpose, such as protecting the public health and safety or responding to a national or regional catastrophe affecting PG&E, or if the legislature otherwise acts in the valid exercise of the State’s police power. The issuing entity will file a copy of the Opinion as an exhibit to an amendment to the registration statement of which this prospectus is a part, or to one of the issuing entity’s periodic filings with the SEC.

In addition, any legislative action adversely affecting the recovery property or the ability to collect fixed recovery charges may be considered a “taking” under the United States or California Constitutions. Hunton has advised the issuing entity that it is not aware of any federal or California court cases addressing the applicability of the Takings Clause of the United States or California Constitutions in a situation analogous to that which would be involved in an amendment or repeal of the Wildfire Financing Law. Included in the Opinion, Hunton expects to render an opinion to the effect that under existing case law, assuming a Takings Clause analysis were applied under the United States or California Constitutions, there are sufficient legal grounds for a court to require the State of California to pay just compensation to the bondholders if the State’s repeal or amendment of the Wildfire Financing Law or taking of any other action in contravention of the State Pledge, (a) constituted a permanent appropriation of a substantial property interest of the bondholders in the recovery property or denied all economically productive use of the recovery property; (b) destroyed the recovery property other than in

 

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response to emergency conditions; or (c) substantially reduced, altered or impaired the value of the recovery property so as to unduly interfere with the reasonable expectations of the bondholders arising from their investments in the recovery bonds; provided, that the court might take a more expansive view of emergency conditions under the California Takings Clause, leading to correspondingly narrower restrictions on State action under the California Takings Clause than under the Federal Takings Clause. There is no assurance, however, that, even if a court were to award just compensation, it would be sufficient for you to recover fully your investment in the recovery bonds.

In connection with the foregoing, Hunton will advise the issuing entity that issues relating to the Contract and Takings Clauses of the United States and California Constitutions are decided on a case-by-case basis and that courts’ determinations, in most cases, are strongly influenced by the facts and circumstances of the particular case, and Hunton will further advise the issuing entity that there are no reported controlling judicial precedents that are directly on point. The Opinion described above will be subject to the qualifications included in them.

The degree of impairment necessary to meet the standards for relief under a Takings Clause analysis or Contract Clause analysis could be substantially in excess of what a bondholder would consider material.

For a discussion of risks associated with potential judicial, legislation or regulatory actions, please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions” in this prospectus.

Exemptions from Fixed Recovery Charges

Under the Wildfire Financing Law, consumers enrolled in the CARE or FERA programs are exempted from the payment of fixed recovery charges. Please read “PG&E’s Financing Order” in this prospectus.

 

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PG&E’S FINANCING ORDER

PG&E’s Financing Order

In August 2023, PG&E filed an application with the CPUC for a financing order seeking recovery of certain fire risk mitigation capital expenditures.

On February 16, 2024 the CPUC issued its financing order which authorized PG&E to cause to be issued recovery bonds in up to two separate series in an estimated aggregate principal amount up to $1,412,237,000 (the “Authorized Amount”). The Authorized Amount consists of $1,384,952,000 of fire risk mitigation capital expenditures, plus an estimated $15,082,000 in pre-securitization debt financing costs and an estimated $12,203,000 of upfront financing costs. The final principal amount of any series of recovery bonds will be subject to the approval of the CPUC through the issuance advice letter process described below. Please read “—Issuance Advice Letter” below.

The financing order became final and non-appealable on February 26, 2024.

The financing order, pursuant to the provisions of the Wildfire Financing Law, is irrevocable and is not subject to reduction, impairment or adjustment by further action of the CPUC, except as contemplated by the periodic true-up adjustments.

The issuing entity has filed the financing order with the SEC as an exhibit to the registration statement of which this prospectus forms a part. The depositor summarized portions of the financing order below.

As part of AB 1054, up to $5 billion of fire risk mitigation capital expenditures by large electrical corporations in California may be funded by recovery bonds (including the recovery bonds offered hereby). Pursuant to AB 1054, 64.2% of that $5 billion is allocated to PG&E, yielding PG&E a total of $3.21 billion of such expenditures that may be subject to financing orders. On November 12, 2021, PG&E sponsored, and the issuing entity issued, approximately $860.4 million aggregate principal amount of the Series 2021-A Bonds pursuant to the Wildfire Financing Law, which included approximately $850.05 million of fire risk mitigation capital expenditures actually incurred by PG&E through the close of September 2021. On November 30, 2022, PG&E sponsored, and the issuing entity issued, approximately $983.36 million aggregate principal amount of the Series 2021-A Bonds pursuant to the Wildfire Financing Law, which included approximately $975 million of fire risk mitigation capital expenditures actually incurred by PG&E from the period beginning October 2021 through October 2022. Therefore, at present, after accounting for the amount of fire risk mitigation capital expenditures financed by the prior AB 1054 recovery bonds previously issued, approximately $1.385 billion of such fire risk mitigation capital expenditures may be recovered through the issuance of recovery bonds pursuant to the authorization granted in AB 1054. Upon completion of the offering, $    aggregate amount of additional fire risk mitigation capital expenditures may be recovered through the issuance of recovery bonds pursuant to the authorization granted in AB 1054.

Fixed Recovery Charges

The Financing Order Requires the Imposition and Collection of Fixed Recovery Charges

The financing order authorizes the owner of recovery property to impose, bill, collect and adjust from time to time a fixed recovery charge, to be collected on a per kWh basis from all consumers (based on such consumer’s FRC consumer class) until the recovery bonds are paid in full and all other operating expenses have been recovered in full. Such fixed recovery charges will be in amounts sufficient to retire the principal amount of the recovery bonds in accordance with the expected sinking fund schedule, to pay all interest on the recovery bonds when due, and to pay all operating expenses relating to the recovery bonds (“operating expenses”). Under the financing order, there is no limit on the amount of the fixed recovery charge.

 

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The Financing Order Provides that Fixed Recovery Charges are Non-bypassable

As required by the Wildfire Financing Law, the financing order provides that the fixed recovery charges are “non-bypassable” and must be paid by all consumers in PG&E’s service territory, except Exempted Consumers. The financing order provides that consumers that no longer take transmission and distribution retail service from PG&E after the date of the financing order, or that depart or reduce PG&E service after the date of the financing order, or that meet relevant criteria in the applicable tariff after the date of the financing order, shall be treated as DL consumers using applicable tariffs for DL consumers and will be subject to pay the fixed recovery charges and any FRTAs. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions—It may be difficult to accurately estimate and collect fixed recovery charges from consumers who self-generate and who disconnect from PG&E’s grid” and “The Depositor, Seller, Initial Servicer and Sponsor—Community Choice Aggregation, Direct Access and Departing Load” in this prospectus.

The financing order specifies that any successor to an electric utility shall perform and satisfy all obligations of the electric utility pursuant to the Wildfire Financing Law, including collecting and paying to the bondholders revenues arising with respect to the recovery property. The financing order states that it is binding on PG&E and any successor to PG&E that provides electric distribution service directly to consumers of electricity within PG&E’s service territory.

In the servicing agreement, PG&E will covenant to assert in an appropriate forum that any municipality, or any other person or entity, that acquires any portion of PG&E’s electric distribution facilities must be treated as a successor to PG&E under the Wildfire Financing Law and the financing order, subject to approval by the CPUC, and that its retail consumers remain responsible for payment of fixed recovery charges. Please read “The Servicing Agreement—Servicing Standards and Covenants” in this prospectus.

In addition, under the financing order and the Wildfire Financing Law, if any local municipality acquires PG&E’s electric facilities through the power of eminent domain, consumers that no longer take transmission and distribution retail service from PG&E after the date of the financing order, or that depart or reduce PG&E service after the date of the financing order, or that meet relevant criteria in the applicable tariff after the date of the financing order, shall be treated as DL consumers using applicable tariffs for DL consumers and will be subject to pay the fixed recovery charges and any FRTAs. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions—It may be difficult to accurately estimate and collect fixed recovery charges from consumers who self- generate and who disconnect from PG&E’s grid” and “The Depositor, Seller, Initial Servicer And Sponsor—Municipalization; Municipal Departing Load” in this prospectus.

The Financing Order Approves the Methodology used to Calculate the Fixed Recovery Charges

The financing order describes the methodology by which the fixed recovery charges will be calculated and adjusted from time to time by the servicer pursuant to true-up advice letters submitted with the CPUC as described below. Pursuant to the financing order, the fixed recovery charge will be a per kWh charge assessed against each consumer as part of each consumer’s regular monthly billing. A different fixed recovery charge will be calculated for each FRC consumer class, using the revenue allocation methodology approved by the CPUC for the fixed recovery charge in the financing order pursuant to the GRC allocation formula as further described below. The GRC allocation formula will be fixed for the life of the recovery bonds, and changes to the initial allocation factors will be limited to adjustments to changes in sales as necessary to collect the fixed recovery charge revenue requirement.

The servicer will determine the fixed recovery charge for each FRC consumer class in the following manner:

 

•

First: Determine the electric sales forecast for eligible electric consumers for the forthcoming year.

 

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•

Second: Determine all components to be covered by the fixed recovery charge revenue requirement in each year. These components include principal, interest and other financing costs.(1)

 

•

Third: The rate per kWh by consumer class for the year will equal the sum of the components covered by the fixed recovery charges for the year divided by the estimated eligible sales for that year.

The illustrative allocation factors in connection with the methodology set forth in PG&E’s most recent filed general rate case and approved in the financing order are set forth in the table below. The initial allocation factors set forth below are estimated and will be updated based on methodology adopted by the financing order for initial implementation of the fixed recovery charge at the time of issuance of the recovery bonds. In accordance with the financing order, after the initial implementation of the fixed recovery charge, PG&E will revise the fixed recovery charge rates only as necessary to collect the required fixed recovery charge revenue based on the then-current sales forecast. Please read “PG&E’s Financing Order—Fixed Recovery Charges—The Financing Order Requires the Servicer to Periodically ‘True-Up’ the Fixed Recovery Charge” in this prospectus.

The initial allocation factors shown below reflect the adopted approach to allocating similar costs in the 2020 GRC Phase II proceeding based on rates effective April 1, 2024, assuming that Exempted Consumers are responsible for the fixed recovery charges. As noted, under the Wildfire Financing Law, however, Exempted Consumers are exempt from the payment of the fixed recovery charges. In accordance with the financing order, costs allocable to the CARE and FERA FRC consumer classes will be reallocated to the remaining FRC consumer classes on an equal-cents per kWh basis as shown below in the column “Revised GRC allocation factors.” In 2023, Exempted Consumers accounted for approximately 10% of total electric deliveries and approximately 28% of deliveries to the residential domestic FRC consumer classes.

 

FRC Consumer Class		GRC allocation factors (no CARE /FERA exemption)				Revised GRC allocation factors*
Residential			40.3	%			31.8	%
Small Commercial			12.5	%			13.9	%
Medium Commercial			10.7	%			12.0	%
E/B-19			16.2	%			18.5	%
Streetlight			0.4	%			0.5	%
Standby			0.4	%			0.5	%
Agriculture			7.5	%			8.4	%
E/B-20			12.0	%			14.5	%
Total			100.00	%			100.00	%

 

*	Note: Percentages may not add up due to rounding.

Although the fixed recovery charges payable by each FRC consumer class will differ, any deficiency in the payment of such charges by any class of consumers, including write-offs, will be included in determining the periodic payment requirement used in calculating the next “true-up” adjustment for all consumers (other than Exempted Consumers). Thus, all consumers (other than Exempted Consumers) will be responsible for paying the fixed recovery charges. Please read “PG&E’s Financing Order—Fixed Recovery Charges—The Financing Order Requires the Servicer to Periodically ‘True-Up’ the Fixed Recovery Charge” in this prospectus.

 

(1)

Uncollectible billed fixed recovery charge revenue and the timing of the remittances based on servicing procedures and delinquencies will each affect cash flow available to cover the tariff components and, consequently, will each be factored into the fixed recovery charge as a component. This determination assumes that fixed recovery charge collections will be remitted daily and held by the trustee in a collection account for distribution on semi-annual payment dates. The determination also assumes a collection curve, such that when applied to the billed revenue for a given day the collection curve will map that day’s billed revenue into expected daily cash receipts over the following 180 days, with any amount unpaid at 180 days assumed to be uncollectible.

 

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The Financing Order Requires the Servicer to Periodically “True-Up” the Fixed Recovery Charge

The financing order requires that the servicer submit with the CPUC at least annually and semi-annually, if required, an advice letter (each, an “advice letter”), applying the true-up methodology described above, to adjust the fixed recovery charges to ensure the recovery of revenues sufficient to provide for the timely payment of the periodic payment requirement. In addition to the annual true-up adjustment and the semi-annual true-up adjustment if the servicer deems necessary, the servicer is authorized under the financing order to make interim routine adjustments at any time the servicer deems necessary to ensure the recovery of revenues sufficient to provide for the timely payment of the periodic payment requirement.

In addition, the financing order requires the servicer to implement quarterly true-up adjustments beginning 12 months prior to the last scheduled final payment date for the last maturing tranche of recovery bonds. Annual true-up adjustments, semi-annual true-up adjustments, if necessary, interim true-up adjustments and quarterly true-up adjustments as described above are referred to as “routine true-up adjustments”. Each such routine true-up adjustment shall utilize the methodology described above under the heading “—The Financing Order Approves the Methodology used to Calculate the Fixed Recovery Charges” to determine the fixed recovery charges requested on the next adjustment date.

Routine annual true-up adjustment advice letters, routine semi-annual true-up advice letters and routine interim true-up adjustment advice letters must be submitted at least fifty days prior to the proposed effective date of the adjustment. In each case, the CPUC has committed in the financing order to provide a negative or affirmative response within twenty days of the submission of any routine true-up adjustment advice letter. Under the financing order, the CPUC’s review of any routine true-up adjustment advice letter, and any protest, will be limited solely to determining whether there is any mathematical error in such advice letter. No protest, review or required correction of mathematical errors will delay the effective date of such adjustment and, if such correction cannot be corrected prior to the effective date, such correction will be reflected in the next adjustment request. In the absence of a negative response from the energy division of the CPUC, PG&E’s, or a successor servicer’s, timely revision to the fixed recovery charges should automatically go into effect in accordance with the advice letter’s proposed schedule.

The servicer is also authorized under the financing order to seek a non-routine true-up at any time to revise the logic of the methodology approved in the financing order to determine the fixed recovery charges. Any such adjustment is referred to as a “non-routine true-up adjustment”. A non-routine true-up adjustment advice letter must be submitted to the CPUC at least ninety days prior to the effective date specified therein and will be acted upon by the CPUC within sixty days. In connection with a non-routine true-up adjustment, the energy division of the CPUC will have the opportunity to prepare a resolution that adopts, modifies or rejects the changes to the methodology proposed by the servicer. Absent a CPUC resolution that adopts, modifies or rejects a non-routine true-up adjustment advice letter, PG&E, or a successor servicer, may implement the fixed recovery charge adjustments proposed in such non-routine true-up adjustment advice letter on the effective date identified in the letter.

The Initial Fixed Recovery Charges

The initial fixed recovery charges will be determined and approved by the CPUC as part of the issuance advice letter process described below. Please read “PG&E’s Financing Order—Issuance Advice Letter” in this prospectus. While the initial fixed recovery charge will vary based on the FRC consumer class, the initial fixed recovery charge for the recovery bonds offered hereby is expected to represent approximately  % of the total electric bill, as of April 1, 2024, received by a 500 kWh residential consumer of PG&E.

The estimated aggregate initial fixed recovery charge for (1) the recovery bonds offered hereby and (2) the prior recovery bonds is expected to represent approximately  % of the total electric bill, as of April 1, 2024, received by a 500 kWh residential consumer of PG&E.

 

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The fixed recovery charges will become effective on the date specified in the issuance advice letter, and will be subject to periodic true-up as described above.

Partial Payments of the Fixed Recovery Charges will be Pro-rated

The financing order requires that, in the event a consumer does not pay in full all amounts owed under any bill including fixed recovery charges, any resulting shortfalls in fixed recovery charges will be allocated ratably among the fixed recovery charges and other rates and charges to the total billed amount. The portion owed in respect of fixed recovery charges may be further allocated ratably among different series of recovery bonds, including the recovery bonds, the prior recovery bonds and any amounts owing in respect of any additional recovery bonds or additional other recovery bonds. Please read “—Additional Recovery Bonds or Additional Other Recovery Bonds” in this prospectus.

Issuance Advice Letter

Within one business day after the pricing date of the recovery bonds, PG&E is required to submit with the CPUC an issuance advice letter, which will:

 

•

specify the final principal amount of the recovery bonds;

 

•

identify the recovery property to be sold to the issuing entity;

 

•

document the final terms on which the recovery bonds will be issued;

 

•

show the actual dollar amount of the fixed recovery charges relating to the recovery bonds for each FRC consumer class;

 

•

set forth the costs of issuance, pre-securitization debt financing costs and other financing costs associated with the recovery bonds, including the servicing fee and administration fee payable to PG&E; and

 

•

identify the issuing entity.

The financing order provides that the issuance advice letter will be automatically approved and become effective at noon on the fourth business day after pricing unless before noon on the fourth business day after pricing the CPUC staff rejects the issuance advice letter.

Servicing Agreement

In the financing order, the CPUC authorized PG&E, as the servicer, to enter into the servicing agreement described under “The Servicing Agreement” in this prospectus. The servicing agreement provides that PG&E may not resign from its obligations and duties as servicer thereunder, except if (a) PG&E determines that the performance of its duties under the servicing agreement is no longer permissible under applicable law or (b) satisfaction of the following: (i) the rating agency condition shall have been satisfied and (ii) the CPUC shall have approved such resignation. No resignation by PG&E as servicer will become effective until a successor servicer has assumed PG&E’s servicing obligations and duties under the servicing agreement. Please read “The Servicing Agreement—Matters Regarding the Servicer” in this prospectus.

Fixed recovery charges will be collected by PG&E from consumers as part of its normal collection activities. Fixed recovery charges will be deposited by PG&E into the collection account under the terms of the indenture, the series supplement and the servicing agreement. Estimated fixed recovery charge collections will be remitted to the trustee on each business day. The estimated daily remittances made by PG&E will use a monthly collections curve that is expressed as a percentage measured at each of six consecutive 30-day intervals and represents the ratio of accumulative daily collections to the total amount billed to a sample customer population.

 

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Semi-annually, estimated fixed recovery charge collections will be reconciled with actual fixed recovery charge collections, which may be determined using a six month collections curve for the applicable reconciliation period. Please read “The Servicing Agreement—Remittances to Collection Account” in this prospectus.

Additional Recovery Bonds or Additional Other Recovery Bonds

PG&E is authorized to issue up to $1,412,237,000 of recovery bonds under the financing order from the CPUC under the Wildfire Financing Law in up to two series. The Wildfire Financing Law permits PG&E, upon receipt of an additional financing order, to finance certain costs and expenses related to catastrophic wildfires through the issuance of additional other recovery bonds pursuant to a separate financing order and secured by separate recovery property.

Any such additional other recovery bonds would be secured by separate recovery property created by a separate financing order or orders. The issuing entity’s organizational documents, as well as the basic documents, give it the authority and flexibility to issue one or more series of additional recovery bonds or additional other recovery bonds authorized by additional financing orders and to acquire additional recovery property or additional other recovery property which will be pledged to such additional recovery bonds or additional other recovery bonds, subject to satisfaction of the rating agency condition. Please read “PG&E Recovery Funding LLC, The Issuing Entity” in this prospectus.

The financing order provides that, in the event additional recovery bonds or additional other recovery bonds are issued, the fixed recovery charges should be allocated ratably between the trustee, the trustees for the prior recovery bonds and other trustees for each series of additional recovery bonds or additional other recovery bonds. Please read “Risk Factors—Other Risks Associated with an Investment in the Recovery Bonds—PG&E has caused, and may cause, the issuance of additional recovery bonds or additional other recovery bonds secured by additional recovery property or additional other recovery property that includes a non-bypassable charge on consumers, which may cause a delay in the payment of the recovery bonds and potential conflicts of interest among bondholders” in this prospectus. In addition, PG&E has covenanted in the sale agreement that it will not sell recovery property or property comparable to the recovery property unless, among other conditions, the rating agency condition is satisfied and until it has entered into a joinder to the intercreditor agreement described in “Security for the Recovery Bonds—Intercreditor Agreement” in this prospectus. Please read “The Sale Agreement—Covenants of the Seller” in this prospectus.

 

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THE DEPOSITOR, SELLER, INITIAL SERVICER AND SPONSOR

General

PG&E will be the depositor, seller and initial servicer of the recovery property securing the recovery bonds, and will be the sponsor of the securitization in which recovery bonds covered by this prospectus are issued.

PG&E is a public utility operating in northern and central California and is one of the largest combination natural gas and electric utilities in the United States. PG&E was incorporated in California in 1905 and is a subsidiary of PG&E Corporation. PG&E provides natural gas and electric service to approximately 10 million consumers (including 5.6 million electric service consumers) throughout a 70,000-square-mile service area in northern and central California. PG&E generates revenues mainly through the sale and delivery of electricity and natural gas to consumers.

During the year ended December 31, 2023, PG&E sold or delivered electricity to an average of 5,649,612 consumers and, for the twelve months ended December 31, 2023, its total electric operating revenue was derived as follows: 40.2% Residential; 12.3% Small Commercial; 10.6% Medium Commercial; 14.7% E/B-19; 0.4% Streetlights; 0.8% Standby; 9.4% Agriculture and 11.5% E/B-20. During 2023, Exempted Consumers accounted for 10% of PG&E’s total electric deliveries and approximately 28% of deliveries to the residential domestic FRC consumer classes. The recovery bonds do not constitute a debt, liability or other legal obligation of PG&E or PG&E Corporation.

Community Choice Aggregation, Direct Access and Departing Load

Consumers within PG&E’s service territory may purchase their energy from certain other energy suppliers. In 2002, California Assembly Bill 117 was signed into law, allowing cities and counties to form Community Choice Aggregators (“CCAs”). Community Choice Aggregation is a program that allows cities, counties, other California public agencies and Joint Power Authorities to procure electricity for consumers located within the city or county or public agency’s jurisdictional area, including within PG&E’s service territory. Consumers not wishing to participate must opt out. As of year-end 2023, PG&E had twelve CCAs serving consumers in its service territory that represent over 44% of PG&E’s total service load. In 2023, direct access and CCA load was more than two-thirds (approximately 67%) of its total service load. When consumers are served by a CCA, PG&E continues to be responsible for the transmission and distribution of the electricity, as well as metering and billing and consumers must pay the fixed recovery charges on all electricity consumption.

California law also provides limited opportunities for consumers in PG&E’s service territory to choose to purchase power directly from an Electric Service Provider (which do not include CCAs). A limited, phased-in partial reopening of direct access for nonresidential consumers was authorized in 2010, and an additional limited partial reopening of direct access was authorized in 2018. On June 24, 2021, the CPUC adopted a decision further implementing the 2018 legislation. In that decision, the CPUC recommended against further legislative expansion of DA at this time. The CPUC considered recent reliability events and the current integrated resource planning forecasted needs for additional generation to conclude that there was not a need for further DA reopening. During the year ending December 31, 2023, about 17,000 consumers, consuming approximately 11,319 gigawatt hours of electricity, took service on direct access. California may decide to increase the existing direct access cap in the future. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Forecasting Electricity Consumption” in this prospectus. As with the CCAs, when a consumer who previously took bundled service from PG&E converts to taking procurement service from an ESP or a CCA, PG&E remains that consumer’s transmission and distribution provider and consumers must pay the fixed recovery charges on all electric consumption and, when consumers are served by a CCA, PG&E continues to be responsible for metering and billing of the fixed recovery charges.

Other forms of departing load (“DL”) include consumer generation, and load that departs PG&E service entirely to take electricity service from a publicly owned utility. Please read “—Municipalization; Municipal

 

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Departing Load” in this prospectus. In accordance with PG&E’s existing tariffs, fixed recovery charges will be imposed only on each kWh of electricity that is imported from PG&E net of exports in each metered interval.

Under PG&E’s current tariffs, consumers who self-generate using generation facilities which interconnect to and operate in parallel with PG&E’s electric system must also pay the fixed recovery charges based on metered consumption, or if metered consumption is not available, then estimated based on historical load, and also pay the fixed recovery charges on electric service they receive from PG&E when the consumer’s load is not served by the consumer’s generation facility (i.e., in a partial or complete outage of the generation facility).

Under PG&E’s existing tariff applicable to consumer generation departing load, consumers are not subject to a departing load charge in certain circumstances, including when the consumer physically disconnects from PG&E’s grid, when consumers experience changes in usage in the normal course of business, and consumers whose load is served from a back-up unit during certain emergency conditions.

Pursuant to the financing order, PG&E is required to utilize DL tariffs existing as of the effective date of the financing order to determine the consumption on which fixed recovery charges will be imposed on DL consumers. Current departing load tariffs apply to consumers who disconnect entirely or that depart or reduce service from PG&E’s grid after the date of the issuance of the financing order. The financing order requires that the fixed recovery charges be paid by such disconnected consumers using the same methodology as that applied to other DL consumers under existing DL tariffs. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions—It may be difficult to accurately estimate and collect fixed recovery charges from consumers who self- generate and who disconnect from PG&E’s grid”.

PG&E Retail Consumer Base and Electric Energy Consumption

PG&E’s retail consumer base currently consists of eight revenue reporting rate classes, referred to herein as FRC consumer classes: Residential; Small Commercial; Medium Commercial; E/B-19; Streetlights; Standby; Agriculture and E/B-20. Under the Wildfire Financing Law, the Residential Domestic (FERA), Non-Residential (CARE) and Residential/Domestic Income Qualified (CARE) are exempt from paying the fixed recovery charges and the costs associated with these groups is allocated to the remaining FRC consumer classes.

 

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The following tables show the electricity delivered to retail consumers, electric delivery revenues and number of retail consumers for each of the eight revenue reporting rate classes for 2023 and each of the four preceding years. There can be no assurances that the retail electricity sales, retail electric revenues and number of retail consumers or the composition of any of the foregoing will remain at or near the levels reflected in the following tables.

Electricity Delivered to Retail Consumers, Electric Delivery Revenues and Retail Consumers Retail Electric Usage (As Measured by Billed GWh Sales) by FRC Consumer Class

and Percentage Composition⁽¹⁾

 

FRC Consumer Class		2019								2020								2021								2022								2023
Residential			27,514				35.1	%			29,814				37.8	%			28,660				36	%			27,211				35	%			25,638				35	%
Residential (Excludes CARE & FERA)			20,144				25.7	%			21,070				26.7	%			19,407				25	%			19,053				24	%			18,398				25	%
Residential (CARE & FERA Only)			7,370				9.4	%			8,744				11.1	%			9,253				12	%			8,158				10	%			7,240				10	%
Small Commercial			8,174				10.4	%			7,343				9.3	%			7,452				9	%			7,414				10	%			7,202				10	%
Medium Commercial			8,355				10.7	%			7,499				9.5	%			7,603				10	%			7,830				10	%			7,304				10	%
E/B-19			13,555				17.3	%			12,561				15.9	%			13,032				17	%			13,408				17	%			13,686				19	%
Streetlight			266				0.3	%			258				0.3	%			249				0	%			237				0	%			229				0	%
Standby			449				0.6	%			340				0.4	%			465				1	%			564				1	%			670				1	%
Agriculture			5,093				6.5	%			6,657				8.4	%			7,438				9	%			7,515				10	%			4,735				6	%
E/B-20			14,967				19.1	%			14,322				18.2	%			13,959				18	%			13,859				18	%			13,740				19	%
Total			78,372				100.0	%			78,793				100.0	%			78,857				100	%			78,039				100	%			73,203				100	%

 

(1)	Amounts may not recalculate due to rounding.

Revenue by FRC Consumer Class ⁽¹⁾

(dollars in thousands)

 

FRC Consumer Class		2019				2020				2021				2022				2023
Residential		$	4,846,918			$	5,522,636			$	6,088,969			$	6,129,892			$	6,041,021
Residential (Excludes CARE & FERA)			3,934,653				4,327,821				4,633,494				4,774,821				4,813,440
Residential (CARE & FERA Only)			912,265				1,194,815				1,455,475				1,355,071				1,227,582
Small Commercial			1,631,443				1,586,135				1,699,903				1,782,767				1,848,828
Medium Commercial			1,380,540				1,362,035				1,442,265				1,593,775				1,592,807
E/B-19			1,756,375				1,785,519				1,914,824				2,051,955				2,212,883
Streetlight			53,306				56,118				57,173				57,284				60,936
Standby			82,314				77,739				64,544				105,717				126,737
Agriculture			1,106,296				1,471,223				1,564,755				1,829,366				1,412,956
E/B-20			1,462,460				1,504,973				1,475,074				1,583,339				1,731,337
Total		$	12,319,652			$	13,366,378			$	14,307,507			$	15,134,096			$	15,027,506

 

(1)	Amounts may not recalculate due to rounding.

 

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Number of Average Metered Retail Electric Consumers ⁽¹⁾

 

FRC Consumer Class		2019				2020				2021				2022				2023
Residential			4,845,470				4,910,753				4,947,951				4,931,176				4,977,138
Residential (Excludes CARE & FERA)			3,667,341				3,621,849				3,553,281				3,639,030				3,720,643
Residential (CARE & FERA Only)			1,178,129				1,288,904				1,394,670				1,292,146				1,256,495
Small Commercial			477,344				477,888				475,768				472,715				470,513
Medium Commercial			43,201				42,768				41,961				41,262				39,832
E/B-19			28,668				29,568				30,143				30,827				32,211
Streetlight			36,948				36,920				36,985				36,985				36,877
Standby			667				638				680				670				683
Agriculture			90,667				90,908				88,757				89,749				91,293
E/B-20			1,116				1,119				1,056				1,058				1,065
Total			5,524,081				5,590,562				5,623,301				5,604,442				5,649,612

 

(1)	Amounts may not recalculate due to rounding.

Forecasting Electricity Consumption

PG&E develops retail electricity sales forecasts each year for approval by the CPUC for rate setting the following year. These updates reflect bundled load migration along with other changes including those to account for impacts of the COVID-19 pandemic. PG&E has forecasted a decrease in bundled sales of approximately 5.7% in calendar year 2024 compared to its forecast for calendar year 2023. This change is due to multiple factors including minor CCA expansions, increased behind-the-meter photovoltaic activity due to the Net Billing Tariff decision by the CPUC in December 2022, and a wetter weather outlook which reduces agricultural load.

PG&E develops econometric models to forecast electricity sales for the residential, commercial, industrial, and agricultural market segments. These forecasts will be used to calculate the fixed recovery charges for any given period, in order to determine the revenue required to meet the expected sinking fund schedules for the recovery bonds.

For the residential sector, electricity consumption is modeled as a function of population, housing, and heating and cooling degree days. The commercial sector is modeled as a function of residential accounts, cooling degree days, and regional employment components for PG&E’s service territory. Electricity usage for the industrial sector is modeled as a function of cooling degree days and regional GDP. Finally, agricultural usage is projected using a drought indicator based on river runoff and regional agricultural economic output for PG&E’s service territory. Forecasted weather-related drivers assume normal weather conditions. Thirty-year averages for such weather drivers as heating and cooling degree-days, and rainfall are employed in developing the sales forecast.

PG&E’s electricity demand forecast models have been in use in their current form for more than five years and have undergone extensive review by the CPUC and the California Energy Commission, respectively. Each year PG&E updates these models with the most recent recorded data, and conducts testing to ensure that model statistics indicate that drivers are relevant and significant.

As discussed above, various CCAs have formed and become operational in PG&E’s service territory, which resulted in consumers departing bundled service starting in 2010. In 2013, CCAs served about 1% of the system load. The most recent short term CCA load forecast, which is expected to be about 47% of the system load in 2024, was developed in coordination with the CCAs through a meet and confer process. A new meet and confer process is in progress for the 2025 short term CCA load forecast. For the long-term CCA load forecast, PG&E utilizes a probabilistic model to account for the uncertainty of future CCA formations and expansions. Given the

 

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current size of the CCA load, forecasted incremental departure will be relatively small compared to the overall size of existing CCA load. PG&E has incorporated its best estimate of the departing CCA load to this forecast based on the best information PG&E had received at the time that this forecast was made. DA, which has reached the cap, is expected to serve 15% of system load in 2024.

The table below shows electricity forecasts and variances from the forecast for the five years 2019-2023.

 

Annual Forecast Variance For Ultimate Electric Delivery (GWh)
		2019				2020				2021				2022				2023
Forecast (1)			81,371				79,860				76,601				76,813				80,032
Actual			78,372				78,793				78,857				78,039				73,203
Variance			-3.69	%			-1.34	%			2.95	%			1.60	%			-8.53	%

 

(1)	Annual Electric Delivery Forecast (GWh) inclusive of public transit rate class (E/B-20).

Sales were below forecast in 2023 due to cooler summer temperatures, more water availability, and more photovoltaic installations, relative to forecast. Variances among the FRC consumer classes, which are used to allocate payment responsibility for the recovery bonds, may differ from the variances shown above, as the classifications relate to distribution voltage only.

Billing and Collections

In 2023, PG&E received approximately 80.5% of total bill payments electronically, through means such as electronic funds transfer, electronic data interchange, pay by phone, and web-based payments. Approximately 16.5% of bill payments were received via U.S. Mail and the remaining 3% were received through Authorized Payment Agencies (walk-in payments). Regardless of payment type, if a consumer currently has delinquent debt, the delinquent balance is paid first followed by any current outstanding debt for the billing period. Payment allocation rules are the same for all consumers, where delinquent debt is satisfied first, followed by current debt. An account’s debt is broken into delinquent vs. current debt. Delinquent debt is debt aged greater than the due date of the bill. Current debt is debt aged less than the due date of the bill. Accounts are due upon presentment.

PG&E’s billing system automatically calculates monthly charges based on each consumer’s usage, rate schedule and any special programs they may be participating in. Consumers with a third-party provider, such as CCA, may require PG&E to send usage files so that the third-party can calculate their charges. The third-party provider has 4 business days to send their charges back to PG&E to ensure they are added onto the monthly billing statement.

Residential consumer accounts are considered past due 21 days from the bill date and non-residential consumer accounts are considered past due 17 days from the bill date. For residential consumers, PG&E mails a 15-day overdue notice and a subsequent 48-hour disconnect notice. PG&E makes a reasonable attempt to contact an adult person residing at the consumer’s residence at least 24 hours prior to termination of service. Non-residential accounts receive a seven-day overdue notice and although not required, these non-residential consumers may also be provided with a 24-hour disconnect notice prior to disconnection of service.

For residential and non-residential consumers, a closing bill including all unpaid amounts is generally issued within three to ten days of service termination. If amounts remain outstanding after 27 days, for residential consumers and 21 days for non-residential consumers, a phone call will be made, and a letter of non-payment will be sent to the consumer. Unpaid residential accounts will be referred to third-party collection agencies approximately 52 days after the closing bill and listed with major credit bureaus by the agencies approximately 3 months thereafter. Unpaid non-residential accounts will be referred to third party collection agencies and listed with the major credit bureaus, if applicable, approximately 36 days after the closing bill. Active collections on unpaid accounts will continue up to the statutory limit of 3 years. Under current policies, unpaid closed account balances are written off 180 days after the final bill is issued.

 

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Generally, service may be disconnected if payment is not received after all notifications have been provided. The CPUC adopted certain additional regulations relating to disconnection that would make permanent certain of the provisions enacted in connection with the Disconnection Order, Instituting and Rulemaking which may extend the time it takes to complete the process of disconnecting residential consumers for nonpayment. Please read “—Disconnection Order, Instituting and Rulemaking” below for current measure restricting PG&E’s ability to disconnect certain residential consumers for non-payment.

Before restoring service that has been shut-off for non-payment, PG&E has the right to require the payment of the past due amount; PG&E has the right to require a reconnection fee, and a deposit, if applicable, on non-residential accounts.

Credit Policy

Under California law and CPUC regulatory guidelines, PG&E is obligated to provide service to electricity consumers in its service territory regardless of their creditworthiness.

Non-residential accounts are secured with deposits or guarantees to reduce losses. Since the vast majority of consumers pay their bills within the allotted time, it is not necessary to require deposits from all consumers. Specific criteria have been developed for establishing credit. These criteria are based on multiple factors, including prior service, payment history, or external credit score.

In June 2020, the CPUC issued a decision that prohibits investor-owned utilities, such as PG&E, from collecting deposits from residential consumers for the establishment and reestablishment of service. Therefore, PG&E will not secure any new residential consumer accounts, or those reconnected after June 11, 2020 after a service disconnection for non-payment. Credit policies are managed within the Credit Policy team and are updated and/or reviewed as needed in accordance with regulatory requirements or business adjustments/strategies. Policies and Procedures developed through committee reviews and approved at the Manager or Director level.

Non-residential consumers may establish credit by depositing cash equal to twice the highest monthly electric charge or furnishing a satisfactory guarantor, or other credit support such as a surety bond, a certificate of deposit or an irrevocable letter of credit.

PG&E may change its credit and collections policies from time to time.

Disconnection Order, Instituting and Rulemaking

On June 11, 2020, the CPUC issued a final decision as part of the Order Instituting Rulemaking to Consider New Approaches to Disconnections and Reconnections to Improve Energy Access and Contain Costs. As part of this decision, the CPUC set up an annual cap (currently 3.5% (based on a rolling 12-month timeline)) on the numbers of residential disconnections, revised extreme weather policies, permanently eliminated deposit requirements and fees, required additional time for customers to enroll in programs and services prior to disconnection, the implementation of an Arrearage Management Program and offering 24-month payment plans for residential consumers.

 

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Loss Experience

The following table sets forth information relating to PG&E’s annual net write-offs as a percentage of billed revenue for its electric retail consumers for the five years ending December 31, 2019 through 2023:

 

Net Write-Offs as a Percentage of Billed Revenues (dollars in thousands)
		2019				2020				2021				2022				2023
Billed Electric Revenues		$	12,319,652			$	13,366,379			$	14,307,507			$	15,134,096			$	15,027,506
Net Write-Offs		$	29,108			$	27,891			$	49,277			$	77,845			$	181,404
Percentage of Billed Revenue			0.2363	%			0.2087	%			0.3444	%			0.5143	%			1.2071	%

The net write-offs increased in 2023 as PG&E resumed disconnections for all customers.

Average Days Sales Outstanding

The following table sets forth information relating to the average number of days retail consumer electricity bills remained outstanding beyond 31 days from the bill date for the five years ending December 31, 2019 through 2023:

 

Average Days Sales Outstanding
		2019				2020				2021				2022				2023
Average Days Sales Outstanding			22.99				28.23				37.72				38.71				36.35

The average days sales outstanding for December 2022 compared to the average days sales outstanding for December 2023 decreased from 38.71 days to 36.35 days, or a 6% decrease, as a result of reinstating collection and disconnections for all customers.

Delinquencies

The following table sets forth information relating to the delinquencies as a percentage of total annual billed revenues for all classes of electric consumers as of December 31st for the years 20 to 2023. Balances are aged when the following month’s bill is rendered.

 

Delinquencies as a Percentage of Total Billed Electric Revenues
		2019				2020				2021				2022				2023
31-60 days . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . .			0.67	%			1.15	%			1.29	%			1.31	%			1.02	%
61-90 days . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . .			0.38	%			0.83	%			0.87	%			0.86	%			0.62	%
91+ days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .			0.53	%			2.29	%			4.03	%			4.08	%			2.48	%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .			1.58	%			4.28	%			6.19	%			6.24	%			4.12	%

 

*	Note: Percentages may not add up due to rounding.

Municipalization; Municipal Departing Load

California law may authorize certain local municipalities to seek to acquire portions of PG&E’s electric distribution facilities through the power of eminent domain for use as part of municipally-owned utility systems and serve consumers with those facilities. Additionally, local municipalities may extend their own facilities to take over service of consumers located within their jurisdictional areas which overlap with PG&E’s service territory. These circumstances involve what is referred to in the tariffs as “Municipal DL”, where the affected consumers are no longer interconnected with PG&E’s electric facilities. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions—It may be difficult to accurately estimate and collect fixed recovery charges from consumers who self- generate and who disconnect from PG&E’s grid”.

 

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The Wildfire Financing Law and the financing order provide that the fixed recovery charges must be paid by all existing and future consumers, except Exempted Consumers, within PG&E’s service territory as it existed on the date of the financing order. The financing order provides that consumers that no longer take transmission and distribution retail service from PG&E after the date of the financing order, or that depart or reduce PG&E service after the date of the financing order, or that meet relevant criteria in the applicable tariff after the date of the financing order, shall be treated as DL consumers using applicable tariffs for DL consumers and will be subject to pay the fixed recovery charges and any FRTAs.

The Wildfire Financing Law also specifies that any successor to an electric utility shall perform and satisfy all obligations of the electric utility pursuant to the Wildfire Financing Law, including collecting and paying to the bondholders revenues arising with respect to the recovery property. In the servicing agreement, PG&E will covenant to assert in an appropriate forum that any municipality that acquires any portion of PG&E’s electric distribution facilities must be treated as a successor to PG&E under the Wildfire Financing Law and the financing order, subject to approval by the CPUC, and that retail consumers in such municipalities remain responsible for payment of fixed recovery charges.

In the financing order, the CPUC has committed, in furtherance of the State Pledge, in connection with any Commission proceeding to authorize the voluntary or involuntary change in ownership of PG&E facilities by the new asset owner, including a public entity, to ensure the new asset owner either (a) will continue to bill and collect fixed recovery charges from consumers and remit such collections to PG&E or a new servicer for the recovery bonds or (b) ensure the upfront funding of the fixed recovery charges that would otherwise be paid by consumers where rate payment would be affected by the ownership change. Any such upfront funding would constitute recovery property pledged to the payment of the recovery bonds.

Successors

California law also provides the merger, acquisition or control of PG&E, either directly or indirectly, by any person or corporation must be approved by the CPUC. The Wildfire Financing Law specifies that any successor to an electric utility shall perform and satisfy all obligations of the electric utility pursuant to the Wildfire Financing Law, including collecting and paying to the bondholders revenues arising with respect to the recovery property. Further, the financing order states that it is binding on PG&E and any successor to PG&E that provides electric distribution service directly to consumers of electricity within PG&E’s service territory. In the servicing agreement, PG&E has covenanted to assert in an appropriate forum that any person or corporation that merges with, acquires or controls PG&E directly or indirectly must be treated as a successor to PG&E under the Wildfire Financing Law and the financing order, subject to approval by the CPUC, and that consumers remain responsible for payment of fixed recovery charges.

Prior Securitizations

PG&E currently serves as, and has previously served as, sponsor and servicer, as applicable in the issuance of (i) the Series 2021-A Bonds, (ii) the Series 2022-A Rate Neutral Bonds, (iii) the Series 2022-B Rate Neutral Bonds, (iv) the Series 2022-A Bonds, (v) $2,901,000,000 original aggregate principal amount of rate reduction certificates by the California Infrastructure and Economic Development Bank, issued on December 11, 1997 (the “1997 rate reduction certificates”), issued to permit PG&E to recover certain stranded costs associated with the restructuring of the electric utility industry in California, (vi) $1,887,864,000 original aggregate principal amount of energy recovery bonds by PG&E Energy Recovery Funding LLC, issued on February 10, 2005 (the “Series 2005-1 recovery bonds”), issued to permit PG&E to reduce outstanding debt and retire common equity, or to finance future capital expenditures, and (vii) $844,461,000 original aggregate principal amount of energy recovery bonds by PG&E Energy Recovery Funding LLC, issued on November 9, 2005 (the “Series 2005-2 recovery bonds”, together with the Series 2021-A Bonds, the Series 2022-A Rate Neutral Bonds, the Series 2022-B Rate Neutral Bonds, the Series 2022-A Bonds, the 1997 rate reduction certificates and the Series 2005-1 recovery bonds, the “prior transactions”), issued to permit PG&E to reduce outstanding debt and retire common equity, or to finance future capital expenditures.

 

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The underlying structure of the prior transactions is comparable to the underlying structure of the recovery bonds, with the exception of the use in 1997 of an issuing entity created by the State of California, in that PG&E, pursuant to the authority granted by the CPUC in a financing order that created property, namely, the right to impose, bill and receive the charges to another entity, and each such entity financed the purchase of the property through the issuance of indebtedness. The charges were included on the bills of PG&E’s consumers, collected via PG&E’s bills, and the revenues related to such charges were remitted to the trustee for such rate reduction certificates to make payments on the certificates.

In each of the prior transactions, PG&E serviced the charges authorized by an order of the CPUC that were subject to regular and periodic true-up adjustments following similar processes as in the current transaction, including submissions with and review and approval by the CPUC. In addition, PG&E services “non-bypassable charges” on behalf of the issuing entity of each transaction to support recovery bonds issued to (i) finance power purchase costs during the State of California’s energy crisis in 2000 and 2001 (for the 1997 rate reduction certificates) and (ii) reduce outstanding debt and retire common equity, or to finance future capital expenditures (for both the Series 2005-1 recovery bonds and the Series 2005-2 recovery bonds). In servicing the recovery property, PG&E will draw upon its current experience servicing the Series 2021-A Bonds, the Series 2022-A Rate Neutral Bonds, the Series 2022-B Rate Neutral Bonds and the Series 2022-A Bonds and its prior servicing experience with the prior transactions and the charges it collects on behalf of each of the issuing entities of each transaction, each similar to the fixed recovery charges, and in calculating and implementing rates and charges under various cost recovery clauses and billing those amounts to consumers as a result of the prior transactions.

Beyond its experience serving stranded cost recovery charges in connection with the prior transactions, PG&E has a long history of collecting charges from its consumers and allocating them accordingly. PG&E has over 100 years of experience in collecting charges from its consumers, which it will be doing on the issuing entity’s behalf, as initial servicer of the recovery property.

Future Securitizations

PG&E, in its sole discretion, may sell recovery property or property similar to recovery property, created by one or more separate financing orders in connection with the issuance of additional other recovery bonds or obligations similar to the recovery bonds without your prior review or approval. Please read Risk Factors—Other Risks Associated with an Investment in the Recovery Bonds—PG&E has caused, and may cause, the issuance of additional recovery bonds or additional other recovery bonds secured by additional recovery property or additional other recovery property that includes a non-bypassable charge on consumers, which may cause a delay in the payment of the recovery bonds and potential conflicts of interest among bondholders”, “Security for the Recovery Bonds—Intercreditor Agreement” and “The Sale Agreement—Covenants of the Seller” in this prospectus.

Any new issuance would be offered pursuant to a separate registration statement or other offering document and may include terms and provisions that would be unique to that particular issuance. PG&E has covenanted in the sale agreement that the satisfaction of the rating agency condition and the execution and delivery of a joinder to the intercreditor agreement are condition precedents to the sale of additional recovery property or similar property consisting of non-bypassable charges payable by consumers comparable to the recovery property to another entity. Please read “Security for the Recovery Bonds—Intercreditor Agreement” and “The Sale Agreement—Covenants of the Seller” in this prospectus.

Where to Find Information About PG&E

PG&E routinely provides links to PG&E’s principal regulatory proceedings before the CPUC at http://investor.pgecorp.com, under the “Regulatory Filings” tab, so that such filings are available to investors upon filing with the relevant agency. PG&E also routinely posts or provides direct links to presentations, documents, and other information that may be of interest to investors at http://investor.pgecorp.com, under the “Wildfire and

 

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Safety Updates” and “News & Events: Events & Presentations” tabs, respectively, in order to publicly disseminate such information. The information contained on such website (other than the materials specifically incorporated by reference herein) is not part of this registration statement or any report that PG&E files with, or furnishes to, the SEC. PG&E and the issuing entity are providing the address to this website solely for the information of investors and does not intend the address to be an active link.

 

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PG&E RECOVERY FUNDING LLC, THE ISSUING ENTITY

The issuing entity is a special purpose limited liability company formed under the Delaware Limited Liability Company Act pursuant to a limited liability company agreement executed by the issuing entity’s sole member, PG&E, and the filing of a certificate of formation with the Secretary of the State of Delaware. The issuing entity was formed on June 4, 2021.

The issuing entity has been organized as a special purpose subsidiary of PG&E for the limited purpose of holding recovery property and issuing recovery bonds, including the recovery bonds, secured by recovery property and other collateral pledged to secure such recovery bonds.

On November 12, 2021, the issuing entity issued the Series 2021-A Bonds, which was the issuing entity’s first issuance of a series of recovery bonds. The Series 2021-A Bonds were issued pursuant to a separate financing order and are secured by separate fixed recovery charges and separate recovery property and a separate indenture dated as of November 12, 2021, including a capital account established to secure the Series 2021-A Bonds. Holders of the Series 2021-A Bonds have no recourse to the recovery property securing the recovery bonds offered hereby and have no claim against the issuing entity if revenue from the fixed recovery charges and funds on deposit in the trust accounts with respect to the Series 2021-A Bonds are insufficient to pay such bonds in full.

On November 30, 2022, the issuing entity issued the Series 2022-A Bonds, which was the issuing entity’s second issuance of a series of recovery bonds. The Series 2022-A Bonds were issued pursuant to a separate financing order and are secured by separate fixed recovery charges and separate recovery property and a separate indenture dated as of November 30, 2022, including a capital account established to secure the Series 2022-A Bonds. Holders of the Series 2022-A Bonds have no recourse to the recovery property securing the recovery bonds offered hereby and have no claim against the issuing entity if revenue from the fixed recovery charges and funds on deposit in the trust accounts with respect to the Series 2022-A Bonds are insufficient to pay such bonds in full.

The issuing entity’s organizational documents, as well as the basic documents supporting the recovery bonds, give the issuing entity the authority and flexibility to issue additional recovery bonds authorized by the financing order or additional other recovery bonds authorized by additional financing orders and to acquire recovery property created by the financing order or such additional financing orders, which will be pledged solely to the payment of such additional recovery bonds or additional other recovery bonds, subject to satisfaction of the rating agency condition. As a result, the issuing entity may acquire additional recovery property and issue one or more series of additional recovery bonds or additional other recovery bonds that are supported by such additional recovery property or other collateral to finance the recovery costs approved by an additional financing order. Please read “Security for the Recovery Bonds—How Funds in the Collection Account will be Allocated—Issuance of Additional Recovery Bonds or Additional Other Recovery Bonds” and “—Allocations as Between Series of Recovery Bonds” in this prospectus.

The issuing entity’s limited liability company agreement restricts it from engaging in activities other than those described in this section. The issuing entity does not have any employees, but it will pay its member for out-of-pocket expenses incurred by the member in connection with its services to the issuing entity in accordance with the issuing entity’s limited liability company agreement. The issuing entity has summarized selected provisions of its limited liability company agreement below, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part. On the date of issuance of the recovery bonds, the capital subaccount securing the recovery bonds will be funded at a level equal to 0.50% of the principal amount of such recovery bonds issued or such other amount as may allow the recovery bonds to achieve the desired security rating and treat the recovery bonds as debt under applicable guidance issued by the Internal Revenue Service, which the issuing entity also refers to as the “IRS”.

 

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At the time of the issuance of the recovery bonds, the issuing entity’s assets available to secure the recovery bonds will consist primarily of the recovery property and the other collateral held under the indenture and the series supplement for the recovery bonds. The recovery property and other collateral securing the prior AB 1054 recovery bonds will not secure the recovery bonds, and the recovery property and other collateral securing the recovery bonds will not secure the prior AB 1054 recovery bonds.

Restricted Purpose

The issuing entity has been created for the sole purpose of:

 

•

acquiring, owning, holding, disposing of, administering, servicing or entering into agreements regarding the receipt and servicing of the recovery property, and any other recovery bond collateral and related assets created by the financing order or an additional financing order, and the other collateral;

 

•

issuing securities, including the prior AB 1054 recovery bonds, the recovery bonds and one or more series of additional recovery bonds or additional other recovery bonds;

 

•

making payment on the prior AB 1054 recovery bonds, the recovery bonds and any series of additional recovery bonds or additional other recovery bonds;

 

•

distributing amounts released to the issuing entity;

 

•

managing, selling, assigning, pledging, collecting amounts due on, or otherwise dealing with the recovery property and the other recovery bond collateral and related assets;

 

•

negotiating, authorizing, executing, delivering, assuming and performing the issuing entity’s obligations under the basic documents;

 

•

pledging the issuing entity’s interest in recovery property and other recovery bond collateral to an indenture trustee under one or more indentures and one or more series supplements in order to secure a series of recovery bonds, including the prior AB 1054 recovery bonds, the recovery bonds and any additional recovery bonds or additional other recovery bonds; and

 

•

performing other activities that are necessary, suitable or convenient to accomplish these purposes.

The issuing entity’s limited liability company agreement does not permit the issuing entity to engage in any activities not directly related to these purposes, including issuing securities (other than the recovery bonds, any additional recovery bonds and any additional other recovery bonds), borrowing money or making loans to other persons. The list of permitted activities set forth in the issuing entity’s limited liability company agreement may not be altered, amended or repealed without the affirmative vote of a majority of the issuing entity’s managers, which vote must include the affirmative vote of the issuing entity’s independent manager. The issuing entity’s limited liability company agreement and the indenture will prohibit it from issuing any recovery bonds (as such term is defined in the Wildfire Financing Law), other than the recovery bonds that the issuing entity will offer pursuant to this prospectus and any additional recovery bonds or additional other recovery bonds issued by the issuing entity pursuant to a separate financing order and secured by additional recovery property or additional other recovery property, as the case may be. Please read “Security for the Recovery Bonds—How Funds in the Collection Account will be Allocated—Issuance of Additional Recovery Bonds or Additional Other Recovery Bonds” and “—Allocations as Between Series of Recovery Bonds” in this prospectus.

The Issuing Entity’s Relationship with PG&E

On the issue date for the recovery bonds, PG&E will sell recovery property to the issuing entity pursuant to a sale agreement between the issuing entity and PG&E. PG&E will service the recovery property pursuant to a servicing agreement between the issuing entity and PG&E and will provide administrative services to the issuing entity pursuant to an administration agreement between the issuing entity and PG&E.

 

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The Issuing Entity’s Management

Pursuant to the issuing entity’s limited liability company agreement, the issuing entity’s business will be managed by three or more managers, at least one of whom will be an independent manager, in each case appointed from time to time by PG&E or, in the event that PG&E transfers its interest in the issuing entity, by the issuing entity’s owner or owners. Following the initial issuance of recovery bonds, the issuing entity will have at least one independent manager, who among other things, must be a natural person who, for the five-year period prior to his or her appointment as an independent manager has not been and during the continuation of his or her service as independent manager is not:

 

•

an employee, director, manager, stockholder, partner, agent, consultant, attorney, accountant, advisor or officer of the issuing entity, PG&E or any of their respective affiliates, other than his or her service as independent manager;

 

•

a creditor, service provider or supplier of the issuing entity, PG&E or any their respective affiliates, except that an independent manager may be an employee of a supplier of corporate related services to the issuing entity or any of our affiliates; or

 

•

any member of the immediate family of a person described in either of the above bullets.

PG&E, as the issuing entity’s sole member, appointed the independent manager prior to the issuance of the recovery bonds. None of the issuing entity’s managers or officers has been involved in any legal proceedings which are specified in Item 401(f) of the SEC’s Regulation S-K. None of the issuing entity’s managers or officers beneficially own any equity interest in the issuing entity.

The following is a list of our managers as of the date of this prospectus:

 

Name		Age		Title		Background
Margaret K. Becker		42		Manager and President		Manager and President of the issuing entity since its inception in 2021. Ms. Becker has served as Vice President and Treasurer of PG&E since April 2021. From 2016 to March 2020, Ms. Becker served as Assistant Treasurer and Director of Banking and Economic Analysis at PG&E. From March 2020 to April 2021, Ms. Becker served as Senior Director and Treasurer at PG&E.
Monica Klemann		40		Manager, Treasurer and Secretary		Manager, Treasurer and Secretary of the issuing entity since its inception in 2021. Ms. Klemann has served as Assistant Treasurer and Director of PG&E since April 2021. From April 2015 to March 2020, Ms. Klemann served as Manager of the Banking and Money Management team at PG&E. From March 2020 to April 2021, she served as Senior Manager of PG&E.
Orlando Figueroa		63		Independent Manager		Independent Manager of the issuing entity since its inception in 2021. With over 21 years’ US and global capital markets experience, Mr. Figueroa currently serves as President and is primarily responsible for leading the business development efforts of

 

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Name		Age		Title		Background
						Citadel SPV, which he co-founded in November 2014. Prior to forming Citadel SPV, Mr. Figueroa served as Managing Director—Corporate Governance and New Business Development of Lord Securities Corporation, a TMF Group Company from March 2002 to October 2014. Mr. Figueroa’s responsibilities at Lord Securities included business development, senior oversight of Lord Securities’ corporate governance practice, and managing all daily aspects of document review and execution, including legal response and transaction management. Mr. Figueroa also was a member of TMF Group’s Structured Finance Global Strategy Board and served as TMF Group’s Regional Director for Structured Finance in the Americas from January 2010 to October 2014. During his career, Mr. Figueroa has served as a director on the boards of over 1,000 special purpose vehicles spanning various asset classes. He also served on the Executive Board of Directors of the American Securitization Forum (the “ASF”) and acted as Chairman of the ASF’s Membership Committee from 2008 to 2010. Mr. Figueroa currently serves on the Board of Directors of The Cameron Kravitt Foundation, a not-for-profit charitable foundation, which he has served on since 2010.

Manager Fees and Limitation on Liabilities

The issuing entity has not and will not compensate its managers, other than the independent manager, for their services on behalf of the issuing entity. The issuing entity will pay the annual fees of the independent manager from its revenues and will reimburse them for reasonable expenses. These expenses include the reasonable compensation, expenses and disbursements of the agents, representatives, experts and counsel that the independent manager may employ in connection with the exercise and performance of his or her rights and duties under the issuing entity’s limited liability company agreement. In the event that one or more series of additional recovery bonds or additional other recovery bonds is issued by the issuing entity, independent manager fees and an allocable share of other operating expenses payable by the issuing entity on a payment date will be assessed to each series on a pro rata basis, based upon the respective outstanding principal amounts of each series.

The issuing entity’s limited liability company agreement provides that to the extent permitted by law, the managers will not be personally liable for any of the issuing entity’s debts, obligations or liabilities. The issuing entity’s limited liability company agreement further provides that, except as described below, to the fullest extent permitted by law, the issuing entity will indemnify the managers against any liability incurred in connection with their services as managers for us if they acted in good faith and in a manner which they reasonably believed to be in or not opposed to the issuing entity’s best interests. With respect to a criminal action, the managers will be indemnified unless they had reasonable cause to believe their conduct was unlawful. The issuing entity will not indemnify the manager for any judgment, penalty, fine or other expense directly caused by their fraud, gross

 

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negligence or willful misconduct. In addition, unless ordered by a court, the issuing entity will not indemnify the managers if a final adjudication establishes that their acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. The issuing entity will pay any indemnification amounts owed to the managers out of funds in the collection accounts, subject to the priority of payments described under “Security for the Recovery Bonds—How Funds in the Collection Account will be Allocated” in this prospectus.

The Issuing Entity is a Separate and Distinct Legal Entity from PG&E

Under the issuing entity’s limited liability company agreement, the issuing entity may not file a voluntary bankruptcy petition for relief under the Bankruptcy Code or any other state, local, federal, foreign or other law relating to bankruptcy, without the affirmative vote of PG&E, the sole member of the issuing entity, and the unanimous affirmative vote of all of its managers, including the independent manager. PG&E has agreed that it will not cause the issuing entity to file a voluntary petition for relief under the Bankruptcy Code. The issuing entity’s limited liability company agreement requires the issuing entity, except for financial reporting purposes (to the extent required by generally accepted accounting principles) and for federal income tax purposes, and, to the extent consistent with applicable state law, state income and franchise tax purposes, to maintain its existence separate from PG&E including:

 

•

taking all necessary steps to continue its identity as a separate legal entity;

 

•

making it apparent to third persons that the issuing entity is an entity with assets and liabilities distinct from those of PG&E, other affiliates of PG&E, the managers or any other person; and

 

•

making it apparent to third persons that, except for federal and certain other tax purposes, the issuing entity is not a division of PG&E or any of its affiliated entities or any other person.

Administration Agreement

PG&E will, pursuant to an administration agreement between PG&E and the issuing entity, provide administrative services to the issuing entity, including, among others, services relating to required filings with the SEC with respect to the recovery bonds, any financial statements or tax returns the issuing entity might be required to file under applicable law, qualifications to do business, and minutes of the issuing entity’s managers’ meetings. The issuing entity will pay PG&E a fixed fee related to the recovery bonds of $75,000, payable in installments of $37,500 on each payment date for performing these services, plus reasonable out-of-pocket expenses described below; provided, that the first payment may be adjusted for a longer or shorter first payment period. In addition, the administrator shall be entitled to be reimbursed by the issuing entity for all costs and expenses of services performed by unaffiliated third parties and actually incurred by the administrator in connection with the performance of its obligations under the administration agreement (but, for the avoidance of doubt, excluding any such costs and expenses incurred by PG&E in its capacity as servicer), to the extent that such costs and expenses are supported by invoices or other customary documentation and are reasonably allocated to the issuing entity. There is no limit on the amount of these out-of-pocket expenses, and they will be recovered as ongoing financing costs through the collection of the fixed recovery charges and paid in accordance with the payment waterfall in the indenture. Please read “Security for the Recovery Bonds—How Funds in the Collection Account will be Allocated” in this prospectus. Pursuant to separate administration agreements executed in connection with the prior AB 1054 recovery bonds, PG&E has agreed to provide similar administrative services to the issuing entity in respect to the prior AB 1054 recovery bonds. The issuing entity may amend the administration agreement between PG&E and the issuing entity that relates to the recovery bonds offered hereby such that PG&E will provide administrative services to the issuing entity with respect to additional recovery bonds or additional other recovery bonds issued in connection with an additional financing order.

 

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DESCRIPTION OF THE RECOVERY BONDS

General

The depositor has summarized below selected provisions of the indenture and the recovery bonds. A form of the indenture and series supplement are filed as exhibits to the registration statement of which this prospectus forms a part. Please read “Where You Can Find More Information” in this prospectus.

The recovery bonds are not a debt, liability or other obligation of the State of California, the CPUC or of any political subdivision, governmental agency, authority or instrumentality of the State or California and do not represent an interest in or legal obligation of PG&E or any of its affiliates, other than the issuing entity. Neither PG&E nor any of its affiliates will guarantee or insure the recovery bonds. The financing order authorizing the issuance of the recovery bonds does not constitute a pledge of the full faith and credit of the State of California or of any of its political subdivisions. The issuance of the recovery bonds under the Wildfire Financing Law will not directly, indirectly or contingently obligate the State of California or any of its political subdivisions to levy or to pledge any form of taxation for the recovery bonds or to make any appropriation for their payment.

The issuing entity will issue the recovery bonds and secure their payment under an indenture that the issuing entity will enter into with The Bank of New York Mellon Trust Company, National Association, as trustee, referred to in this prospectus as the “trustee”. The issuing entity will issue the recovery bonds in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof, except that the issuing entity may issue one recovery bond in each tranche in a smaller denomination. The initial principal balance, scheduled final payment date, final maturity date and interest rate for each tranche of the recovery bonds are stated in the table below:

 

Tranche

Expected Weighted Average Life (Years)

Principal Amount Offered

Scheduled Final Payment Date

Final Maturity Date

Interest Rate

The scheduled final payment date for each tranche of the recovery bonds is the date when the outstanding principal balance of that tranche will be reduced to zero if the issuing entity makes payments according to the expected sinking fund schedule for that tranche. The final maturity date for each tranche of recovery bonds is the date when the issuing entity is required to pay the entire remaining unpaid principal balance, if any, of all outstanding recovery bonds of that tranche. The failure to pay principal of any tranche of recovery bonds by the final maturity date for that tranche is an event of default, but the failure to pay principal of any tranche of recovery bonds by the respective scheduled final payment date will not be an event of default. Please read “—Interest Payments” and “—Principal Payments” and “—Events of Default; Rights Upon Event of Default” in this prospectus.

Payment and Record Dates and Payment Sources

Beginning     , the issuing entity will make payments of principal and interest on the recovery bonds semi-annually on     and      of each year, or, if that day is not a business day, the following business day (each, a “payment date”). So long as the recovery bonds are in book-entry form, on each payment date, the issuing entity will make interest and principal payments to the persons who are the holders of record as of the business day immediately prior to that payment date, which is referred to herein as the “record date”. If the issuing entity issues certificated recovery bonds to beneficial owners of the recovery bonds, the record date will be the last business day of the calendar month immediately preceding the payment date. On each payment date, the issuing entity will pay amounts on outstanding recovery bonds from amounts available in the collection account and the related subaccounts held by the trustee in the priority set forth under “Security for the Recovery Bonds—How Funds in the Collection Account will be Allocated” in this prospectus. These available amounts, which will include amounts collected by the servicer for the issuing entity with respect to the fixed recovery

 

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charges, are described in greater detail under “Security for the Recovery Bonds—How Funds in the Collection Account will be Allocated” and “The Servicing Agreement—Remittances to Collection Account” in this prospectus.

Interest Payments

Interest on each tranche of recovery bonds will accrue from and including the issue date to but excluding the first payment date, and thereafter from and including the previous payment date to but excluding the applicable payment date until the recovery bonds have been paid in full, at the interest rate indicated on the cover of this prospectus and in the table above. Each of those periods is referred to as an “interest accrual period”. The issuing entity will calculate interest on tranches of the recovery bonds on the basis of a 360-day year of twelve 30-day months.

On each payment date, the issuing entity will pay interest on each tranche of the recovery bonds equal to the following amounts:

 

•

if there has been a payment default, any interest payable but unpaid on any prior payment date, together with interest on such unpaid interest, if any; and

 

•

accrued interest on the principal balance of each tranche of the recovery bonds as of the close of business on the preceding payment date (or with respect to the initial payment date, the date of the original issuance of the recovery bonds) after giving effect to all payments of principal made on the preceding payment date, if any.

The issuing entity will pay interest on the recovery bonds before the issuing entity pays principal on the recovery bonds. Interest payments will be made from collections of fixed recovery charges, including amounts available in the excess funds subaccount and, if necessary, the amounts available in the capital subaccount.

If there is a shortfall in the amounts available in the collection account to make interest payments on the recovery bonds, the trustee will distribute interest pro rata to each tranche of recovery bonds based on the amount of interest payable on each such outstanding tranche. Please read “Security for the Recovery Bonds—How Funds in the Collection Account will be Allocated” in this prospectus.

Principal Payments

On each payment date, the issuing entity will pay principal of the recovery bonds to the bondholders equal to the sum, without duplication, of:

 

•

the unpaid principal amount of any recovery bond whose final maturity date is on that payment date, plus

 

•

the unpaid principal amount of any recovery bond upon acceleration following an event of default relating to the recovery bonds, plus

 

•

any overdue payments of principal, plus

 

•

any unpaid and previously scheduled payments of principal, plus

 

•

the principal scheduled to be paid on any recovery bond on that payment date,

but only to the extent funds are available in the collection account after payment of certain of the issuing entity’s fees and expenses and after payment of interest as described above under “—Interest Payments” in this prospectus. If the trustee receives insufficient collections of fixed recovery charges for any payment date, and amounts in the collection account (and the applicable subaccounts of the collection account) are not sufficient to make up the shortfall, principal of any tranche of recovery bonds may be payable later than expected. Please read “Risk Factors—Other Risks Associated with an Investment in the Recovery Bonds” in this prospectus. To the

 

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extent funds are so available, the issuing entity will make scheduled payments of principal of the recovery bonds in the following order:

 

(1)

to the holders of the tranche    recovery bonds, until the principal balance of that tranche has been reduced to zero,

 

(2)

to the holders of the tranche    recovery bonds, until the principal balance of that tranche has been reduced to zero, and

 

(3)

to the holders of the tranche    recovery bonds, until the principal balance of that tranche has been reduced to zero.

However, on any payment date, unless an event of default has occurred and is continuing and the recovery bonds have been declared due and payable, the trustee will make principal payments on the recovery bonds only until the outstanding principal balances of those recovery bonds have been reduced to the principal balances specified in the applicable expected sinking fund schedule for that payment date. Accordingly, principal of the recovery bonds may be paid later, but not sooner, than reflected in the expected sinking fund schedule, except in the case of an acceleration. The entire unpaid principal balance of each tranche of the recovery bonds will be due and payable on the final maturity date for that tranche. The failure to make a scheduled payment of principal on the recovery bonds because there are not sufficient funds in the collection account does not constitute a default or an event of default under the indenture, except for the failure to pay in full the unpaid balance of any tranche upon the final maturity date for such tranche.

Unless the recovery bonds have been accelerated following an event of default, any excess funds remaining in the collection account after payment of principal, interest, applicable fees and expenses and payments to the applicable subaccounts of the collection account will be retained in the excess funds subaccount until applied on a subsequent payment date.

If an event of default (other than a breach by the State of California of the State Pledge) has occurred and is continuing, then the trustee or the holders of not less than a majority in principal amount of the recovery bonds then outstanding may declare the recovery bonds to be immediately due and payable, in which event the entire unpaid principal amount of the recovery bonds will become due and payable. Please read “—Events of Default; Rights Upon Event of Default” in this prospectus. However, the nature of the issuing entity’s business will result in payment of principal upon an acceleration of the recovery bonds being made as funds become available.

Please read “Risk Factors—Risks Associated With the Unusual Nature of the Recovery Property—Foreclosure of the trustee’s lien on the recovery property for the recovery bonds might not be practical, and acceleration of the recovery bonds before maturity might have little practical effect” and “Risk Factors—You may experience material payment delays or incur a loss on your investment in the recovery bonds because the source of funds for payment is limited” in this prospectus.

If there is a shortfall in the amounts available to make principal payments on the recovery bonds that are due and payable, including upon an acceleration following an event of default, the trustee will distribute principal from the collection account pro rata to each tranche of recovery bonds based on the principal amount then due and payable on the payment date; and if there is a shortfall in the remaining amounts available to make principal payments on the recovery bonds that are scheduled to be paid, the trustee will distribute principal from the collection account pro rata to each tranche of recovery bonds based on the principal amount then scheduled to be paid on the payment date.

The expected sinking fund schedule below sets forth the corresponding principal payment that is scheduled to be made on each payment date for each tranche of the recovery bonds from the issuance date to the scheduled final payment date. Similarly, the expected outstanding principal balance per tranche schedule below sets forth the principal balance that is scheduled to remain outstanding on each payment date for each tranche of the recovery bonds from the issuance date to the scheduled final payment date.

 

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EXPECTED SINKING FUND SCHEDULE

 

Semi-Annual Payment Date

Tranche Principal

Tranche Principal

Tranche Principal

$

$

$

Total Payments (1)

 

(1)	Totals may not add up due to rounding.

The issuing entity cannot assure you that the principal balance of any tranche of the recovery bonds will be reduced at the rate indicated in the table above. The actual reduction in tranche principal balances may occur more slowly. The actual reduction in tranche principal balances will not occur more quickly than indicated in the above table, except in the case of acceleration due to an event of default under the indenture. The recovery bonds will not be in default if principal is not paid as specified in the schedule above unless the principal of any tranche is not paid in full on or before the final maturity date of that tranche.

 

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