Daily News: January 23, 2019

BofA, Others to Provide $5.5MM DIP Facilities to PG&E


Bank of America, JPMorgan Chase Bank, Barclays Bank and Citigroup Global Markets signed a commitment letter to provide $5.5 billion in senior secured super-priority debtor-in-possession credit facilities to support Pacific Gas and Electric through its bankruptcy process.

The troubled utility company had previously announced its intention to file for Chapter 11 bankruptcy protection by the end of month, an unsurprising development given the criticisms and legal liabilities that have been surrounding the company in the wake of the 2017 and 2018 Northern California wildfires. PG&E expects that the Chapter 11 process will, among other things, support the orderly, fair and expeditious resolution of its potential liabilities resulting from said fires, along with assuring access to needed capital and resources to continue to provide safe service to customers.

According to the related 8-K filing on the debtor-in-possession funding, the facilities will include a $3.5 billion revolving credit facility, a $1.5 billion term loan facility and a $500 million delayed draw term loan, subject to certain terms and conditions.

Borrowings under the DIP facilities will be secured by substantially all of the utility’s assets and entitled to super-priority administrative expense claim status in the PG&E’s bankruptcy case. The scheduled maturity date of the facilities would be December 31, 2020, subject to an option to extend the maturity to December 31, 2021 if certain terms and conditions are satisfied.

The closing of the facilities will be dependent upon execution of definitive documentation and approval by the bankruptcy court. PG&E would seek interim approval of the DIP facilities, and availability of a portion of the revolver in the amount of $1.5 billion, at an interim hearing in the bankruptcy court shortly after its filing of Chapter 11, followed by a petition for final approval and availability of the remaining $4 billion DIP facilities at a final hearing. PG&E expects the hearing to occur within 30 to 45 days after the petition date.

PG&E believes the DIP facilities will provide it with sufficient liquidity to fund its ongoing operations during the Chapter 11 cases. The company currently expects the Chapter 11 process to take approximately two years.

JPMorgan Chase has also committed to provide a $250 million senior secured bridge loan to PG&E prior to its Chapter 11 filing. The maturity date of the bridge loan would occur six months after the filing date.

Weil, Gotshal & Manges and Cravath, Swaine & Moore are serving as the PG&E’s legal counsel through the bankruptcy process, while Lazard acts as its investment banker and AlixPartners as its restructuring advisor.