United States securities and exchange commission logo
May 13, 2024
Sumeet Singh
Executive Vice President and Operations and Chief Operating Officer
Pacific Gas & Electric Company
PG&E Recovery Funding LLC
300 Lakeside Drive
Oakland, California 94612
Re: Pacific Gas &
Electric Company
PG&E Recovery
Funding LLC
Registration
Statement on Form SF-1
Filed April 15,
2024
File Nos.
333-278688 and 333-278688-01
Dear Sumeet Singh:
We have reviewed your
registration statement and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form SF-1
Cover Page
1. We note your footnote
stating that interest on the recovery bonds will accrue from [ ],
2024 and that accrued
interest must be paid by the purchaser if the bonds are delivered
after that date. Please
revise your form of prospectus to clarify the meaning of this
statement and disclose
the material terms of any such obligation on the part of the
purchaser to pay
interest on the bonds.
2. We note that the
recovery bonds will be offered in three tranches. Please revise your
cover page and your
form of prospectus as necessary to identify the tranche designations
being offered. Refer to
Item 501(b)(2) of Regulation S-K and Item 1102(b) of Regulation
AB.
Sumeet Singh
FirstName
Pacific GasLastNameSumeet Singh
& Electric Company
Comapany
May NamePacific Gas & Electric Company
13, 2024
May 13,
Page 2 2024 Page 2
FirstName LastName
Prospectus Summary of Terms
Diagram of Transaction and Flow of Funds, page 12
3. The diagram of the transaction and the chart representing the flow of
funds are not
readable. Specifically, the diagrams are too small and the text is not
clear or legible.
Please revise accordingly.
Priority of Payments, page 17
4. We note your disclosure that PG&E, as initial servicer and
administrator, will be entitled
to receive reimbursement of out-of-pocket expenses in addition to the
annual servicing
and administration fees. We are unable to locate additional disclosure
throughout the
form of prospectus with respect to the expected amount of such
out-of-pocket expenses or
whether there are any restrictions or limits on such out-of-pocket
expenses. Please revise.
Risk Factors
PG&E Corporation and PG&E could be liable as a result of [Various Wildfires],
page 31
5. We note your risk factor stating that PG&E Corporation and PG&E could
be liable as a
result of various wildfires occurring 2019-2022 or future wildfires,
which could impact
PG&E's ability to service the recovery property. Please revise your
risk factor and, if
applicable, your disclosure throughout your prospectus as necessary,
to explain why such
liability could impact servicing of the recovery property or could
otherwise impact
bondholders. As an example only, we note your statement that liability
for any such
wildfire(s) could require PG&E to make restitution payments to
victims, but the risk
factor does not state how such restitution payments would impact the
holders of the
recovery bonds. Refer to Item 503 of Regulation S-K.
The issuing entity will issue several tranches, and may issue multiple series,
of the recovery
bonds, page 45
6. We note your disclosure that "some matters relating to the recovery
bonds may require the
vote of the holders of all tranches of the recovery bonds." Your form
of prospectus,
however, does not appear to include disclosure about which matters may
require the vote
of the holders of all tranches of the bonds. Please revise.
Security for the Recovery Bonds, page 109
7. We note that, in addition to the recovery property, the bonds will
also be secured by "the
collection account for the recovery bonds and all subaccounts of the
collection
account, and all amounts of cash instruments, investment property or
other assets on
deposit therein or credited thereto from time to time and all
financial assets and securities
entitlements carried therein or credited thereto." Please confirm
whether any of the
underlying collateral will consistent of securities for purposes of
Securities Act Rule 190.
Sumeet Singh
FirstName
Pacific GasLastNameSumeet Singh
& Electric Company
Comapany
May NamePacific Gas & Electric Company
13, 2024
May 13,
Page 3 2024 Page 3
FirstName LastName
How a Bankruptcy May Affect Your Investment , page 138
8. Here and elsewhere throughout your form of prospectus, you discuss the
risk associated
with a potential bankruptcy proceeding of the seller or servicer and
you note that the
servicer will commingle the fixed recovery charges with other revenues
it collects, which
might obstruct access to the fixed recovery charges in case of the
servicer s bankruptcy
and reduce the value of an investment in the recovery bonds. You
further note that a
bankruptcy filing by PG&E could trigger a bankruptcy filing by the
issuing entity with
similar negative consequences for bondholders. We note that PG&E
Corporation and
Pacific Gas and Electric Company's Annual Report for the year ending
December 31,
2023, includes disclosure related to PG&E's recent emergence from
Chapter 11 and
ongoing proceedings and costs related to such bankruptcy proceedings.
When discussing
the risks to the recovery bonds associated with a potential bankruptcy
proceeding, please
consider whether such risks should be discussed in context of
registrant's recent
experience with such proceedings. To the extent material, please also
address any recent
or ongoing bankruptcy-related proceedings PG&E Corporation and Pacific
Gas and
Electric Company have.
Affiliations and Certain Relationships and Related Transactions, page 145
9. Your disclosure refers to certain ordinary course banking
relationships maintained by each
of the sponsor, the initial servicer and the depositor with certain
other transaction parties.
To the extent there are other material affiliations, relationships
and/or related
transactions that are required to be disclosed under Item 1119 of
Regulation AB, please
revise your disclosure to identify any such affiliations,
relationships and/or related
transactions. We note your disclosure on page 53, for example, that
PG&E worked with
the underwriters in preparing legal agreements that provide for the
terms and security of
the recovery bonds. Refer to Item 1119 of Regulation AB.
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-2
10. Please file your remaining exhibits with your next amendment. Refer to
Item 1100(f) of
Regulation AB and Item 601 of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Sumeet Singh
Pacific Gas & Electric Company
May 13, 2024
Page 4
Please contact Hodan Siad at 202-549-7631 or Kayla Roberts at
202-551-3490 with any
other questions.
FirstName LastNameSumeet Singh Sincerely,
Comapany NamePacific Gas & Electric Company
Division of Corporation
Finance
May 13, 2024 Page 4 Office of Structured
Finance
FirstName LastName