PG&E Corp 8-K, filed Feb 2, 2021
PG&E Corp (PCG)
8-K
2021-02-02
For: 2021-02-02
View Original
Added on
April 03, 2026
About this 8-K
PG&E Corp filed this 8-K on February 2, 2021.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 2, 2021
(Date of earliest event reported)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth company
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PG&E Corporation
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Emerging growth company
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Pacific Gas and Electric Company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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PG&E Corporation
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☐
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Pacific Gas and Electric Company
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Item 1.01 Entry into a Material Definitive Agreement.
On February 2, 2021, Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, entered into a Master Transaction
Agreement (the “Transaction Agreement”) with a subsidiary of SBA Communications Corporation (such subsidiary, “SBA”), pursuant to which, subject to the satisfaction or waiver of certain conditions, the Utility will grant to SBA an exclusive
license enabling SBA to sublicense and market wireless communications equipment attachment locations (“Cell Sites”) on more than 700 of the Utility’s electric transmission towers, telecommunications towers, monopoles, buildings or other
structures (collectively, the “Effective Date Towers”) to wireless telecommunication carriers (“Carriers”) for attachment of wireless communications equipment. The Utility will also assign to SBA license agreements between the Utility and
Carriers for the existing Cell Sites on the Effective Date Towers.
The Transaction Agreement provides that, at the closing of the transaction, SBA will pay the Utility a purchase price of approximately $973
million, subject to customary adjustments, and the Utility and SBA will enter into a Master Multi-Site License Agreement (the “License Agreement”), which will provide the terms and conditions upon which SBA will sublicense and market the Cell
Sites on the Effective Date Towers to Carriers.
The term of the License Agreement will be for 100 years following the closing of the transaction. The Utility will have the right to terminate
the license for individual Cell Sites for certain regulatory or utility operational reasons, with a corresponding payment to SBA.
Pursuant to the License Agreement, SBA will be entitled to the sublicensing revenue generated by new sublicenses of Cell Sites on the Effective
Date Towers after the closing of the transaction, subject to the Utility’s right to a percentage of such sublicensing revenue.
In addition, at the closing of the transaction, the Utility and SBA will enter into a Master Transmission Tower Site License Agreement (the
“Tower Site Agreement”), pursuant to which SBA will have the exclusive rights to sublicense and market potential additional attachment locations on approximately 28,000 of the Utility’s other electric transmission towers to Carriers for
attachment of wireless communications equipment. The Tower Site Agreement will provide for a split of license fees from Carriers between the Utility and SBA. The Tower Site Agreement will have a licensing period of up to 15 years, depending
on SBA’s achievement of certain performance metrics, and any sites licensed during such licensing period will continue to be subject to the Tower Site Agreement for the same term as the License Agreement.
The consummation of the transaction is subject to customary conditions, including the absence of certain legal impediments and restraints, the
accuracy of the parties’ representations and warranties, and the absence of a material adverse effect with respect to the Cell Sites and related sublicensing revenue. The closing will occur after the satisfaction of the applicable closing
conditions.
Subject to certain limitations, the Utility or SBA may terminate the Transaction Agreement if the closing is not consummated by June 30, 2021.
The above description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Transaction Agreement, a copy of which will be filed as an exhibit to PG&E Corporation and the Utility’s joint’s Annual Report on Form 10-K for the year ended December 31, 2020. The representations and warranties contained in
the Transaction Agreement were made only for the purposes of the Transaction Agreement as of specific dates, are solely for the benefit of the parties, and may have been qualified by certain disclosures between the parties and a contractual
standard of materiality different from those generally applicable to investors or shareholders, among other limitations. The representations and warranties were made for the purpose of allocating contractual risk between the parties to the
Transaction Agreement and should not be relied upon as a disclosure of factual information relating to the Utility or the Cell Sites. Moreover, information concerning the subject matter of the representations, warranties and covenants may
change after the date of the Transaction Agreement, and subsequent information may or may not be fully reflected in public disclosures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned
thereunto duly authorized.
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PG&E CORPORATION
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Date: February 2, 2021
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By:
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/s/ CHRISTOPHER A. FOSTER
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Name:
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Christopher A. Foster
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Title:
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Interim Chief Financial Officer
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PACIFIC GAS AND ELECTRIC COMPANY
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Date: February 2, 2021
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By:
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/s/ David S. Thomason
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Name:
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David S. Thomason
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Title:
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Vice President, Chief Financial Officer, and Controller
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