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0001004980424B2EX-FILING FEES 0001004980 2024-12-02 2024-12-02 0001004980 2 2024-12-02 2024-12-02 0001004980 1 2024-12-02 2024-12-02 iso4217:USD xbrli:pure xbrli:shares
Exhibit 107
Calculation of Filing Fee Tables
424(b)(2)
(Form Type)
PG&E Corporation
(Exact Name of Registrant as Specified in Its Charter)
Table 1: Newly Registered and Carry Forward Securities
 
    
Security
Type
 
Security
Class Title
(1)
 
Fee
Calculation
or Carry
Forward
Rule
 
Amount
Registered
 
Proposed
Maximum
Offering
Price Per
Unit
 
Maximum
Aggregate
Offering Price
 
Fee Rate
 
Amount of
Registration
Fee
 
Carry
Forward 
Form
Type
 
Carry
Forward File
Number
 
Carry
Forward 
Initial
effective
date
 
Filing Fee
Previously Paid
In Connection
with Unsold
Securities to be
Carried Forward
Fees to Be Paid
 
Equity
 
6.000% Series A Mandatory Convertible Preferred Stock
 
457(r)
 
32,200,000
(1)(2)
 
$50
 
$1,610,000,000
(2)
 
0.00015310
 
$246,491
 
 
 
 
 
 
 
 
 
 
Equity
 
Common Stock, no par value per share, issuable upon conversion of 6.000% Series A Mandatory Convertible Preferred Stock
 
Other
 
(3)
 
 
 
 
0.00015310
 
(4)
 
 
 
 
 
 
 
 
Fees
Previously
Paid
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carry Forward Securities
Carry
Forward
Securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Offering Amounts
 
 
$1,610,000,000
 
 
$246,491
 
 
 
 
 
 
 
 
 
 
Total Fees Previously Paid
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Fee Offsets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Fee Due
 
 
 
 
$246,491
 
 
 
 
 
 
 
 
 
(1)
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), PG&E Corporation (the “Company”) initially deferred payment of all of the registration fees for the Registration Statement on Form
S-3
(Registration
No. 333-277286),
filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2024. This filing fee exhibit is in connection with a final prospectus supplement (the “prospectus supplement”) dated December 3, 2024, filed by the Company with the SEC pursuant to Rule 424(b) of the Securities Act.
 
(2)
Assumes full exercise of the underwriters’ option to purchase up to an additional 4,200,000 shares of 6.000% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”) of the Company, solely to cover over-allotments, if any.
 
(3)
Includes (i) 78,345,820 shares of Common Stock, no par value per share (“Common Stock”) of the Company, issuable upon conversion of 32,200,000 shares of Mandatory Convertible Preferred Stock at the initial maximum conversion rate of 2.4331 shares of Common Stock per share of Mandatory Convertible Preferred Stock and (ii) up to 40,156,849 shares of Common Stock issuable upon conversion of 32,200,000 shares of Mandatory Convertible Preferred Stock on the mandatory conversion date or upon a conversion during a fundamental change conversion period on account of unpaid dividends or issuable in lieu of cash dividends, based on the initial floor price of $7.19 per share of Common Stock, as described in the prospectus supplement. The number of shares of our Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock is subject to anti-dilution adjustments upon the occurrence of certain events described herein. Under Rule 416 of the Securities Act, the number of shares of Common Stock whose offer and sale are registered hereby includes an indeterminate number of shares of Common Stock that may be issued as a result of anti-dilution provisions of the Mandatory Convertible Preferred Stock.
 
(4)
Pursuant to Rule 457(i) under the Securities Act, there is no additional registration fee payable with respect to the Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion privilege.