FWP 1 d28443dfwp.htm FWP FWP

Issuer Free Writing Prospectus dated September 30, 2025

Filed Pursuant to Rule 433

Registration No. 333-277286-01

(Supplementing the Preliminary Prospectus Supplement

dated September 30, 2025 to the Prospectus dated February 22, 2024)

Pacific Gas and Electric Company

PRICING TERM SHEET

 

LOGO

$400,000,000 5.000% First Mortgage Bonds due 2028 (the “New 2028 Mortgage Bonds”)

$850,000,000 5.050% First Mortgage Bonds due 2032 (the “2032 Mortgage Bonds”)

$750,000,000 6.100% First Mortgage Bonds due 2055 (the “2055 Mortgage Bonds”)

(all together, the “Mortgage Bonds”)

The information in this pricing term sheet relates to Pacific Gas and Electric Company’s offering of the Mortgage Bonds listed above and should be read together with the preliminary prospectus supplement dated September 30, 2025 (the “Preliminary Prospectus Supplement”) relating to such offering and the accompanying prospectus dated February 22, 2024, including the documents incorporated by reference therein, each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, included in the Registration Statement No. 333-277286-01 (as supplemented by such Preliminary Prospectus Supplement, the “Preliminary Prospectus”). The information in this pricing term sheet supplements the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. Other information (including financial information) presented or incorporated by reference in the Preliminary Prospectus is deemed to have changed to the extent affected by the changes described herein.

Capitalized terms not defined herein are defined as such in the Preliminary Prospectus.

 

Issuer:    Pacific Gas and Electric Company (the “Company”)
Anticipated Ratings (Moody’s/S&P/Fitch)*:    Baa1 (Stable) / BBB (Positive Outlook) / BBB+ (Stable Outlook)
Trade Date:    September 30, 2025
Settlement Date**:    October 2, 2025 (T+2)
Proceeds to the Company:    Approximately $1,989,676,000 (not including the amount of accrued interest paid by the purchasers of the New 2028 Mortgage Bonds) (after deducting the underwriting discounts, but before deducting estimated offering expenses payable by the Company).
Use of Proceeds:    The Company expects to use the net proceeds, together with cash on hand, for the repayment in full of its $1,951,470,000 aggregate principal amount of 3.15% First Mortgage Bonds. The Company expects to use the remaining net proceeds from the offering for general corporate purposes.


Joint Book-Running Managers:   

Barclays Capital Inc.

BNP Paribas Securities Corp.

MUFG Securities Americas Inc.

RBC Capital Markets, LLC

Credit Agricole Securities (USA) Inc.

SMBC Nikko Securities America, Inc.

Truist Securities, Inc.

Co-Managers:   

BNY Mellon Capital Markets, LLC

Loop Capital Markets LLC

Academy Securities, Inc.

Blaylock Van, LLC

CastleOak Securities, L.P.

Drexel Hamilton, LLC

Aggregate Principal Amount Offered:   

New 2028 Mortgage Bonds: $400,000,000

2032 Mortgage Bonds: $850,000,000

2055 Mortgage Bonds: $750,000,000

 

The New 2028 Mortgage Bonds will constitute further issuance of the 5.000% First Mortgage Bonds due 2028 (the “Existing 2028 Mortgage Bonds”), of which $400,000,000 aggregate principal amount was issued on June 4, 2025. The New 2028 Mortgage Bonds will form a single series with, and have the same terms as the Existing 2028 Mortgage Bonds (other than the issue date and public offering price). Upon settlement, the New 2028 Mortgage Bonds will have the same CUSIP number and will trade interchangeably with the Existing 2028 Mortgage Bonds. Immediately after giving effect to the issuance of the New 2028 Mortgage Bonds, an aggregate principal amount of $800,000,000 of 5.000% First Mortgage Bonds due 2028 will be outstanding.

Issue Price:   

New 2028 Mortgage Bonds: 101.404% of the principal amount, plus accrued interest, of $ 6,555,555.56 from June 4, 2025

2032 Mortgage Bonds: 99.810% of the principal amount, plus accrued interest, if any, from October 2, 2025

2055 Mortgage Bonds: 99.860% of the principal amount, plus accrued interest, if any, from October 2, 2025

Maturity Date:   

New 2028 Mortgage Bonds: June 4, 2028

2032 Mortgage Bonds: October 15, 2032

2055 Mortgage Bonds: October 15, 2055

Interest:   

New 2028 Mortgage Bonds: 5.000% per annum

2032 Mortgage Bonds: 5.050% per annum

2055 Mortgage Bonds: 6.100% per annum

Interest Payment Dates:   

New 2028 Mortgage Bonds: Payable semi-annually in arrears on June 4 and December 4 of each year, commencing on December 4, 2025

 

2032 Mortgage Bonds: Payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2026

 

2055 Mortgage Bonds: Payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2026

 

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Regular Record Dates:   

With respect to the New 2028 Mortgage Bonds, the close of business on (i) the business day immediately preceding such interest payment date so long as all of the 2028 Mortgage Bonds remain in book-entry only form or (ii) the May 20 and November 20 immediately preceding such interest payment date (whether or not a business day) if any of the 2028 Mortgage Bonds do not remain in book-entry only form.

 

With respect to the 2032 Mortgage Bonds, the close of business on (i) the business day immediately preceding such interest payment date so long as all of the 2032 Mortgage Bonds remain in book-entry only form or (ii) the April 1 and October 1 immediately preceding such interest payment date (whether or not a business day) if any of the 2032 Mortgage Bonds do not remain in book-entry only form.

 

With respect to the 2055 Mortgage Bonds, the close of business on (i) the business day immediately preceding such interest payment date so long as all of the 2055 Mortgage Bonds remain in book-entry only form or (ii) the April 1 and October 1 immediately preceding such interest payment date (whether or not a business day) if any of the 2055 Mortgage Bonds do not remain in book-entry only form.

Benchmark Treasury:   

New 2028 Mortgage Bonds: 3.375% due September 15, 2028

2032 Mortgage Bonds: 3.875% due September 30, 2032

2055 Mortgage Bonds: 4.750% due May 15, 2055

Benchmark Treasury Price:   

New 2028 Mortgage Bonds: 99-10 14

2032 Mortgage Bonds: 99-21

2055 Mortgage Bonds: 100-05

Benchmark Treasury Yield:   

New 2028 Mortgage Bonds: 3.619%

2032 Mortgage Bonds: 3.932%

2055 Mortgage Bonds: 4.740%

Spread to Benchmark Treasury:   

New 2028 Mortgage Bonds: +80 basis points

2032 Mortgage Bonds: +115 basis points

2055 Mortgage Bonds: +137 basis points

Re-Offer Yield:   

New 2028 Mortgage Bonds: 4.419%

2032 Mortgage Bonds: 5.082%

2055 Mortgage Bonds: 6.110%

Optional Redemption:    Prior to (i) in the case of the New 2028 Mortgage Bonds, May 4, 2028 (one month prior to the maturity date of the New 2028 Mortgage Bonds), (ii) in the case of the 2032 Mortgage Bonds, August 15, 2032 (two months prior to the maturity date of the 2032 Mortgage Bonds) and (iii) in the case of the 2055 Mortgage Bonds, April 15, 2055 (six months prior to the maturity date of the 2055 Mortgage Bonds) (the applicable date with respect to the New 2028 Mortgage Bonds, 2032 Mortgage Bonds and the 2055 Mortgage Bonds, each a “Par Call Date”), the Company may redeem the New 2028 Mortgage Bonds, the 2032 Mortgage Bonds and/or the 2055 Mortgage Bonds at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of:

 

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(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Mortgage Bonds matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points in the case of the New 2028 Mortgage Bonds, 20 basis points in the case of the 2032 Mortgage Bonds and 25 basis points in the case of the 2055 Mortgage Bonds, each less (b) interest accrued to, but excluding, the date of redemption; and

 

(2) 100% of the principal amount of the Mortgage Bonds to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

 

On or after the applicable Par Call Date, the Company may redeem the Mortgage Bonds, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Mortgage Bonds being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

CUSIP / ISIN:   

New 2028 Mortgage Bonds: 694308 KW6 / US694308KW66

2032 Mortgage Bonds: 694308 KY2 / US694308KY23

2055 Mortgage Bonds: 694308 KZ9 / US694308KZ97

 

*

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

**

Note: It is expected that delivery of the Mortgage Bonds will be made against payment for the Mortgage Bonds on or about October 2, 2025, which is the second business day following the date hereof (such settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Mortgage Bonds on the date hereof will be required, by virtue of the fact that the mortgage bonds initially will settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Mortgage Bonds who wish to trade the Mortgage Bonds during the period described above should consult their own advisors.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting each of: Barclays Capital Inc. at 1-888-603-5847, BNP Paribas Securities Corp. at 1-800-854-5674, MUFG Securities Americas Inc. at 1-877-649-6848 or RBC Capital Markets, LLC at 1-866-375-6829.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

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