July 18, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Hodan Siad– Structured Finance
| Re: | Pacific Gas and Electric Company |
PG&E Recovery Funding LLC
Registration Statement on Form SF-1
File Nos. 333-278688 and 333-278688-01
Filed July 5, 2024
Dear Ms. Siad:
In connection with the proposed offering of the securities under the above-captioned Registration Statement on Form SF-1 (the “Registration Statement”), we wish to advise you that we, as representatives of the underwriters, hereby join the request of Pacific Gas and Electric Company and PG&E Recovery Funding LLC that the effective date of the Registration Statement be accelerated so that the same will become effective at 9:00 a.m. Eastern Time on July 22, 2024, or as soon as practicable thereafter.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:
| (i) | Date of Preliminary Prospectus: July 5, 2024 |
| (ii) | Anticipated dates of distribution: July 18, 2024 – July 31, 2024 |
| (iii) | Number of preliminary prospectuses expected to be distributed to prospective underwriters, institutional investors, dealers and others: approximately 1500 |
| (iv) | We have complied and will comply, and have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. |
Pursuant to Rule 460 of the Securities Act of 1933, please be advised that there will be distributed to each underwriter who is reasonably anticipated to participate in the distribution of the securities as many copies of the Preliminary Prospectus as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
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| Very truly yours, | ||
| Goldman Sachs & Co. LLC | ||
| Citigroup Global Markets Inc. | ||
| J.P. Morgan Securities LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Katrina T. Niehaus | |
| Name: | Katrina T. Niehaus | |
| Title: | Managing Director | |
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Steffen Lunde | |
| Name: | Steffen Lunde | |
| Title: | Director | |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Marquis Gilmore | |
| Name: | Marquis Gilmore | |
| Title: | Managing Director | |
On behalf of each of the Underwriters
Signature Page to Underwriters’ Acceleration Request