SEC Division of Corporation Finance no-action letter: PG&E Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
August 16, 2018
Ms. Meredith B. Cross, Esq.
WilmerHale
1875 Pennsylvania Ave. NW
Washington, DC 20006
Re: United States of America v. Pacific Gas and Electric Company (N.D. Cal., Case No. R-14- 00175-THE) PG&E Corporation and Pacific Gas and Electric Company – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Ms. Cross:
This is in response to your letter dated August 14, 2018, written on behalf of PG&E Corporation and Pacific Gas and Electric Company (“the Utility”) (together, “PG&E”) and constituting an application for relief from PG&E being considered “ineligible issuer[s]” under Rule 405(1)(v) of the Securities Act of 1933 (“Securities Act”). PG&E requests relief from being considered “ineligible issuers” under Rule 405 due to the August 9, 2016 guilty verdict against the Utility (“Conviction”). The Conviction, in part, found the Utility guilty of obstructing a federal agency proceeding, a felony violation of 18 U.S.C. § 1505. On January 26, 2017, the court entered a judgment of conviction (“Judgment”) which requires, among other things, oversight by a third-party monitor for five years and community service. Based on the facts and representations in your letter, and assuming the Utility complies with the Judgment, we have determined that PG&E has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that PG&E will not be considered ineligible issuers, beginning August 16, 2018, as a result of the Conviction. Accordingly, the relief described above from PG&E being ineligible issuers under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or failure to comply with the terms of the Judgment would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waivers. The Commission reserves the right, in its sole discretion, to revoke or further condition the waivers under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance