Bank of China (Los Angeles Branch) contributes to debt rescheduling — via a one-year maturity extension in 2022 — of its $150 million USD contribution to a $4.4 billion USD syndicated revolving facility to Pacific Gas and Electric Company to finance working capital needs, capital expenditures and other general corporate purposes

Project narrative

On July 1, 2020, a syndicate of 13 banks — not including any Chinese state-owned banks — entered into a $3,500,000,000.00 USD syndicated revolving credit agreement with Pacific Gas and Electric Company — a California-incorporated investor-owned natural gas and electricity utility company operating in the northern two-thirds of California wholly-owned by PG&E Corporation, a holding company traded on the New York Stock Exchange — to finance transactions related to its plan of reorganization and working capital needs, capital expenditures and other general corporate purposes. This facility carried a maturity period of three years and a final maturity date of July 1, 2023 with two one-year extension options and an interest rate at the borrower's election of either LIBOR plus an applicable margin of 1.375% to 2.50% based on the borrower's credit rating or the base rate plus an applicable margin of 0.375% to 1.50% based on the the borrower's credit rating. The borrower was also required to pay a commitment fee to the lenders for unutilized commitments thereunder, ranging from 0.25% to 0.50% per annum depending on the borrower's credit rating. The facility included a $1,257,142,857.00 USD letter of credit sublimit and required the borrower to pay customary letter of credit fees based on letters of credit issued under the facility. This facility was secured by (i.e. collateralized against) the issuance of a first mortgage bond, issued pursuant to the Fifth Supplemental Indenture to the Mortgage Indenture, and by a first lien on substantially all of the Pacific Gas and Electric Company's real property and certain tangible personal property related to its facilities, subject to certain exceptions, and which would rank pari passu with its other first mortgage bonds. The Bank of New York Mellon Trust Company served as trustee. The facility included customary covenants limiting liens, indebtedness, sale and leaseback transactions, and other fundamental changes and a financial covenant for the borrower to maintain a ratio of total consolidated debt to consolidated capitalization of at most 65% as of the end of each fiscal quarter. The loan included cross-default provisions related to debt of the borrower or subsidiaries in excess of $200 million USD. The use of the proceeds were to fund transactions in relation to the plan of reorganization for Pacific Gas and Electric Company as part of its concurrent exit from bankruptcy stemming from the California wildfires in 2018 and working capital needs, capital expenditures and other general corporate purposes. The following lenders contributed the respective amounts to the facility: JPMorgan Chase Bank, N.A. ($424,307,692.30 USD, with $150,000,000.00 USD to the letter of credit sub-limit), Bank of America, N.A. ($388,948,717.95 USD, with $150,000,000.00 USD to the letter of credit sub-limit), Barclays Bank PLC ($388,948,717.95 USD, with $150,000,000.00 USD to the letter of credit sub-limit), Citibank, N.A. ($367,500,000.00 USD, with $150,000,000.00 USD to the letter of credit sub-limit), Citicorp North America, Inc. ($21,448,717.95 USD), Goldman Sachs Bank USA ($388,948,717.95 USD, with $150,000,000.00 USD to the letter of credit sub-limit), BNP Paribas ($268,728,205.13 USD, with $100,000,000.00 USD to the letter of credit sub-limit), the New York Branch of Credit Suisse AG ($268,728,205.13 USD, with $100,000,000.00 USD to the letter of credit sub-limit), Mizuho Bank, Ltd. ($268,728,205.13 USD, with $100,000,000.00 USD to the letter of credit sub-limit), MUFG Union Bank, N.A. ($268,728,205.13 USD, with $107,142,857.00 USD to the letter of credit sub-limit), Wells Fargo Bank, National Association ($268,728,205.13 USD, with $100,000,000.00 USD to the letter of credit sub-limit), the Chicago Branch of Bank of Montreal ($123,756,410.25 USD), and The Bank of New York Mellon ($52,500,000.00 USD). JPMorgan Chase Bank and Citibank served as co-administrative agents. Citibank served as designated agent. BofA Securities, Barclays Bank, and Goldman Sachs Bank USA served as co-syndication agents. BNP Paribas, the New York Branch of Credit Suisse, Mizuho Bank, MUFG Union Bank, and Wells Fargo Bank served as co-documentation agents. JPMorgan Chase Bank, BofA Securities, Barclays Bank, Citibank, and Goldman Sachs Bank USA served as joint lead arrangers and joint bookrunners. At December 31, 2020, the borrower had drawn down $605 million USD in borrowings and $1.020 billion USD in letters of credit under the facility under the $3.5 billion USD revolving facility. On June 22, 2021, the lending syndicate — now 14 banks, with the Los Angeles Branch of the Bank of China (BOC) and Sumitomo Mitsui Banking Corporation (SMBC) joining and Citicorp North America, Inc. departing — entered into an amendment agreement with Pacific Gas and Electric Company for the syndicated revolving facility; in the amendment, the lenders increased the commitments up to $4,000,000,000 USD (with the letter of credit sub-limit raised to $1,407,142,857.00 USD), extended the maturity period of the facility by three years — for a new maturity period of six years — and a final maturity date of June 22, 2026 (BOC's contribution having a maturity period of five years), and reduced the interest rates and commitment fee rates based on the credit rating of the borrower and changed it to be based on SOFR; for the ratings from higher than BBB+/Baa1/BBB+, SOFR loans would have a margin of 1.125% and base rate loans would have a margin of 0.125% all the way down to lower than BB+/Ba1/BB+ SOFR loans would have a margin of 2.50% and base rate loans would have a margin of 1.50%. The commitment fee would range from 0.125% for ratings higher than BBB+/Baa1/BBB+ to 0.50% for ratings lower than BB+/Ba1/BB+. The borrower's rating in 2021 was BB, so the SOFR rate was 2.50% and base rate was 1.50% and the commitment fee was 0.50%. Additionally, on June 22, 2021, Pacific Gas and Electric entered into a Tenth Supplemental Indenture to the Mortgage Indenture with the trustee to issue, among other things, a collateral bond to secure the borrower's obligations under the revolving facility. The proceeds were to be used by to finance working capital needs, capital expenditures and other general corporate purposes. BOC LA Branch committed $150,000,000.00 USD in the up-sizing. Record ID#106392 captures BOC's commitment. In addition to BOC, the following lenders contributed the respective amounts to the up-sizing: JPMorgan Chase Bank, N.A. ($395,000,000.00 USD, with $150,000,000.00 USD to the letter of credit sub-limit), Bank of America, N.A. ($365,500,000.00 USD, with $150,000,000.00 USD to the letter of credit sub-limit), Barclays Bank PLC ($365,500,000.00 USD, with $150,000,000.00 USD to the letter of credit sub-limit), Citibank, N.A. ($365,500,000.00 USD, with $150,000,000.00 USD to the letter of credit sub-limit), Goldman Sachs Bank USA ($365,500,000.00 USD, with $150,000,000.00 USD to the letter of credit sub-limit), Wells Fargo Bank, National Association ($365,500,000.00 USD, with $150,000,000.00 USD to the letter of credit sub-limit), BNP Paribas S.A. ($268,500,000.00 USD, with $100,000,000.00 USD to the letter of credit sub-limit), the New York Branch of Credit Suisse AG, New York Branch ($268,500,000.00 USD, with $100,000,000.00 USD to the letter of credit sub-limit), Mizuho Bank, Ltd. ($268,500,000.00 USD, with $100,000,000.00 USD to the letter of credit sub-limit), MUFG Union Bank, N.A. ($268,500,000.00 USD, with $107,142,857.00 USD to the letter of credit sub-limit), the Chicago Branch of Bank of Montreal ($268,500,000.00 USD, with $100,000,000.00 USD to the letter of credit sub-limit), Sumitomo Mitsui Banking Corporation (SMBC) ($185,000,000.00 USD), and The Bank of New York Mellon ($100,000,000.00 USD). As of December 31, 2021, the borrower had drawn down $1.885 billion USD in borrowings and $692 million USD in letters of credit under the facility under the $4 billion USD revolving facility. On October 4, 2022, the lending syndicate — still including the LA Branch of BOC — entered into an amendment agreement with the borrower for the syndicated revolving facility; in the amendment, the lenders increased the commitments up to $4,400,000,000.00 USD (with the letter of credit sub-limit lower to $1,300,000,000.00 USD), extended the maturity period of the facility by one year — for a new maturity period of seven years — and a final maturity date of June 22, 2027 (BOC's contribution having a maturity period of six years). Record ID#106393 captures BOC's contribution to this debt rescheduling. BOC's contribution remained the same, but the commitments of the syndicate changed: JPMorgan Chase Bank ($436,000,000.00 USD, with $150,000,000.00 to the letter of credit sub-limit), Bank of America, N.A. ($403,500,000.00 USD, with $150,000,000.00 to the letter of credit sub-limit), Barclays Bank PLC ($403,500,000.00 USD, with $150,000,000.00 to the letter of credit sub-limit), Citibank, N.A. ($403,500,000.00 USD, with $150,000,000.00 to the letter of credit sub-limit), Goldman Sachs Bank USA ($403,500,000.00 USD, with $150,000,000.00 to the letter of credit sub-limit), Citibank ($403,500,000.00 USD, with $150,000,000.00 to the letter of credit sub-limit), Wells Fargo Bank ($403,500,000.00 USD, with $150,000,000.00 to the letter of credit sub-limit), BNP Paribas ($296,400,000.00 USD, with $100,000,000.00 to the letter of credit sub-limit), the New York Branch of Credit Suisse ($296,400,000.00 USD, with $100,000,000.00 to the letter of credit sub-limit), Mizuho Bank, Ltd. ($296,400,000.00 USD, with $100,000,000.00 to the letter of credit sub-limit), the Chicago Branch of Bank of Montreal ($296,400,000.00 USD, with $100,000,000.00 to the letter of credit sub-limit), MUFG Union Bank ($296,400,000.00 USD), SMBC ($204,200,000.00 USD), and The Bank of New York Mellon ($110,300,000.00 USD). As of December 31, 2022, the borrower had drawn down $1.930 billion USD in borrowings and $998 million USD in letters of credit under the facility under the $4.4 billion USD revolving facility. On June 22, 2023, the lending syndicate — still including the LA Branch of BOC, albeit MUFG Bank, Ltd. replacing MUFG Union Bank — entered into an amendment agreement with the borrower for the syndicated revolving facility; in the amendment, the lenders extended the maturity period of the facility by one year — for a new maturity period of eight years — and a final maturity date of June 22, 2028 (BOC's contribution having a maturity period of seven years), as well as increased the letter of credit sub-limit to $2.0 billion USD and increased the uncommitted incremental facility to up to $1.0 billion USD. Record ID#106394 captures BOC's contribution to this debt rescheduling. As of December 31, 2023, the borrower had drawn down $1.750 billion USD in borrowings and $652 million USD in letters of credit under the facility under the $4.4 billion USD revolving facility.