This Settlement Agreement (this Agreement) is entered into and effective as of April 22, 2019, by and among PG&E Corporation, a California corporation (for itself and on behalf of the Utility (as defined below), the Company), and BlueMountain Capital Management, LLC, a Delaware limited liability company (for itself and on behalf of BMCA (as defined below), BlueMountain and, together with the Company and the Utility, the Parties).
WHEREAS, on January 29, 2019, the Company and Pacific Gas and Electric Company, a California corporation (the Utility) voluntarily commenced bankruptcy cases under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Northern District of California (together with any related or ancillary proceedings, the Chapter 11 Cases);
WHEREAS, pursuant to Article I, Section 2 of the Bylaws of the Company (the Bylaws), on March 1, 2019, Blue Mountain Credit Alternative Master Fund L.P., a limited partnership organized under the laws of the Cayman Islands and managed by BlueMountain (BMCA), delivered written notice to the Company (the Notice) nominating 13 persons, including each of Frederick W. Buckman (Buckman) and Christopher A. Hart (Hart), for election to the Board of Directors of the Company (the Company Board) and proposing other business for consideration at the 2019 joint annual meeting of shareholders of the Company and the Utility or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the 2019 Annual Meeting), and announced its intention to solicit proxies in favor of the election of such persons to the Company Board and the approval of such other business at the 2019 Annual Meeting (the Potential Proxy Contest);
WHEREAS, representatives of the Company and BlueMountain have participated in discussions regarding their respective views on the proper composition of the Company Board and the merits of potential nominees for election or appointment to the Company Board;
WHEREAS, on April 3, 2019, the Company announced the appointment of 10 new directors to the Company Board, effective as of the next in-person meeting of the Company Board, and stated that the then-existing members of the Company Board (including the 10 newly appointed directors) and William D. Johnson (Johnson) will stand for election to the Company Board at the 2019 Annual Meeting;
WHEREAS, on April 3, 2019, the Company also announced the appointment of 10 new directors to the Board of Directors of the Utility (the Utility Board and, together with the Company Board, the Boards), effective as of the next in-person meeting of the Utility Board, and stated that the then-existing members of the Utility Board (including the 10 newly appointed directors) and Johnson will stand for election to the Utility Board at the 2019 Annual Meeting;
WHEREAS, on April 9 and 10, 2019, such 10 new directors were seated on the Company Board, joining 3 continuing directors, with 7 previous directors resigning from the Company Board;