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Rebecca J. Winthrop (CA Bar No. 116386)

NORTON ROSE FULBRIGHT US LLP 

555 South Flower Street, Forty-First Floor 

Los Angeles, California 90071 

Telephone: (213) 892-9200 

Facsimile: (213) 892-9494 

rebecca.winthrop@nortonrosefulbright.com 

William R. Greendyke (TX Bar No. 08390450) (pro 

hac vice application forthcoming) 

Jason Boland (TX Bar No. 24040542) (pro hac vice 

application forthcoming) 

Julie Goodrich Harrison (TX Bar No. 24092434) (pro 

hac vice application forthcoming) 

NORTON ROSE FULBRIGHT US LLP 

1301 McKinney, Suite 5100 

Houston, Texas 77010-3095 

Telephone: (713) 651-5151 

Facsimile: (713) 651-5246 

william.greendyke@nortonrosefulbright.com 

jason.boland@nortonrosefulbright.com 

julie.harrison@nortonrosefulbright.com 

Attorneys for Creditor BERRY PETROLEUM 

COMPANY, LLC 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

 Debtor. 

Case No. 19-30088 

 19-30089 

Chapter 11 

RESERVATION OF RIGHTS WITH 

RESPECT TO DEBTORS’ CUSTOMER 

PROGRAMS MOTION 

Date: January 31, 2019 

Time: 10:00 a.m. 

Place: 450 Golden Gate Ave., 16th Floor 

San Francisco, CA 94102 

In re: 

PACIFIC GAS AND ELECTRIC COMPANY, 

 

 Debtor. 

 

Case: 19-30088 Doc# 170 Filed: 01/31/19 Entered: 01/31/19 07:34:27 Page 1 of 3
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Creditor and party-in-interest BERRY PETROLEUM COMPANY, LLC (“Berry”) 

respectfully submits the following Reservation of Rights with respect to the Motion of Debtors 

Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 507(a)(7) and Fed. R. Bankr. P. 6003 and 6004 for 

Interim and Final Orders (I) Authorizing Debtors to (A) Maintain and Administer Customer 

Programs, Including Public Purpose Programs, and (B) Honor any Prepetition Obligations 

Relating Thereto; and (II) Authorizing Financial Institutions to Honor and Process Related 

Checks and Transfers (the “Customer Programs Motion”) [Dkt. No. 16], and in support thereof 

states as follows: 

On January 29, 2019, the above-captioned Debtors (the “Debtors”) filed voluntary chapter 

11 petitions and seventeen first-day motions, including the Customer Programs Motion. The 

Customer Programs Motion seeks authority for the Debtors to maintain and administer certain 

Customer Programs, including certain Deposit and Reimbursement Programs (each as defined 

therein). The Deposit and Reimbursement Programs concern, among other things, Security 

Deposit Programs which have been approved by the CPUC and have the effect of state law. 

Pursuant to that program, the Debtors, in the ordinary course of their business, refund such 

deposits upon the occurrence of certain enumerated conditions. 

Prior to the commencement of these chapter 11 cases, on May 11, 2016, Berry filed its 

own chapter 11 petition in the United States Bankruptcy Court for the Southern District of Texas, 

Case No. 16-60040 (DRJ). As part of Berry’s bankruptcy case, Berry provided the Debtors with 

a security deposit in respect of certain utility accounts in the amount of $1,647,900 pursuant to a 

May 13, 2016 Order [Bankr. S.D. Tex. Case No. 16-60040, Dkt. No. 85], attached hereto as 

Exhibit A. The May 13, 2016 Order provides that the security deposit “shall be returned to 

[Berry] on the earlier of (a) reconciliation and payment by [Berry] of [PG&E]’s final invoice in 

accordance with applicable nonbankruptcy law following [Berry’s] termination of Utility 

Services from [PG&E] and (b) the effective date of any chapter 11 plan confirmed in [Berry’s] 

chapter 11 cases.” 

The Effective Date of Berry’s chapter 11 plan occurred on February 28, 2017. To date 

and despite requests by Berry pre-petition, the Debtors continue to hold the above-referenced 

Case: 19-30088 Doc# 170 Filed: 01/31/19 Entered: 01/31/19 07:34:27 Page 2 of 3
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security deposit. It is unclear from the Customer Programs Motion whether or not the utility 

deposit that the Debtors currently hold from Berry from its prior bankruptcy case is part of the 

Security Deposit Program. 

In any event, and out of an abundance of caution, Berry files this notice reserving all 

rights to seek the return and/or refund of its security deposit in full whether under the Security 

Deposit Programs or pursuant to the May 13, 2016 Order. Berry further reserves all rights to 

object to the Customer Programs Motion on any grounds at the final hearing. 

Dated: January 31, 2019 Respectfully submitted: 

NORTON ROSE FULBRIGHT US LLP 

 By: /s/ Rebecca J. Winthrop 

Rebecca J. Winthrop 

 Attorney for Creditor BERRY PETROLEUM 

 COMPANY, LLC 

Case: 19-30088 Doc# 170 Filed: 01/31/19 Entered: 01/31/19 07:34:27 Page 3 of 3