Submission Complies with Public Utility Holding Company Act of 1935
SAN FRANCISCO - As promised
in its Bankruptcy Court filings, PG&E Corporation (NYSE: PCG), and
Pacific Gas and Electric Company today jointly submitted an application
to the Securities and Exchange Commission (SEC) seeking approval
of elements of the utility's proposed Plan of Reorganization (POR)
pursuant to the federal Public Utility Holding Company Act of 1935
(PUHCA).
The POR and accompanying
disclosure statement identify several important regulatory approvals
that must be obtained in order for the Plan to be implemented and
the utility to emerge from bankruptcy no later than December 31,
2002. PG&E has already filed applications with the Nuclear Regulatory
Commission (NRC) and the Federal Energy Regulatory Commission (FERC)
seeking necessary regulatory approvals. Among other conditions,
the POR must be confirmed by the U.S. Bankruptcy Court.
The PUHCA filing made today
is necessary because, under the POR, the electric transmission (ETrans),
electric generation (Gen), and gas transmission (GTrans) assets
would be transferred to subsidiaries of PG&E Corporation, where
they would issue debt in order to provide funds to pay off PG&E's
creditors, without asking the Bankruptcy Court for a rate increase
or state bailout. The ETrans and Gen subsidiaries would be "public
utilities" as defined in PUHCA. Under PUHCA, a company must obtain
SEC approval for a transaction that results in that company owning
more than one PUHCA-defined public utility.
For purposes of the SEC
review of the application, the filing presents values for the assets
of the four companies that Pacific Gas and Electric Company will
be divided into under its bankruptcy Plan of Reorganization: Pacific
Gas and Electric Company - $9.5 billion, ETrans - $1.6 billion,
GTrans - $1.4 billion, and Gen - $5.3 billion. Under the plan, ETrans,
GTrans and Gen will assume significant amounts of Pacific Gas and
Electric Company's debt: ETrans - $1.1 billion, GTrans - $900 million,
and Gen - $2.4 billion. The value for Gen represents PG&E's estimate
of the value of Gen's nuclear and hydroelectric assets and power
contracts if the company's POR is approved as proposed. Under California
law, PG&E's ratepayers were entitled to receive the market value
of non-nuclear generation assets owned by PG&E as a credit against
their obligation to pay certain of PG&E's investment costs. The
application and actual amount of any credit for California ratemaking
purposes will depend upon the way the California Public Utilities
Commission or the courts implement applicable law.
The filing seeks the expeditious
approval by the SEC of the proposed transaction, emphasizing that
it meets the applicable standards of PUHCA:
-
The POR would have no
anti-competitive effect, representing as it does only a regrouping
of assets and businesses under existing ownership;
-
Fees and commissions
would be within accepted ranges;
-
The resulting entities
would be creditworthy, reflecting capital structures supportive
of investment grade credit ratings;
-
The businesses and assets
allocated to discrete entities would be interconnected utility
assets in a single region capable of effective management and
in each case subject to effective regulation;
-
The POR would benefit
the utility and its investors, ratepayers and creditors by permitting
its emergence from bankruptcy with payment of all valid claims;
implementation of the POR does not require a retail rate increase.
Pacific Gas and Electric
Company has requested an expedited review and approval process of
this application. While not required to act on an application within
any set period of time, the SEC generally issues its approval some
time after all other regulatory approvals have been obtained. It
is anticipated that approval will be obtained in time to allow the
plan of reorganization to be implemented by December 31, 2002.