INTERIM ORDER REGARDING STOCK AND CLAIMS TRANSFERS

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Proposed Attorneys for Debtors 

and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19 - 30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

□ Affects PG& Corporation 

□ Affects Pacific Gas and Electric 

 Company 

x Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

INTERIM ORDER PURSUANT TO 11 U.S.C. 

§§ 105(A) AND 362 ESTABLISHING 

NOTIFICATION PROCEDURES AND 

APPROVING RESTRICTIONS ON CERTAIN 

TRANSFERS OF STOCK OF, AND CLAIMS 

AGAINST, THE DEBTORS

Signed and Filed: January 31, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

January 31, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 212 Filed: 01/31/19 Entered: 01/31/19 18:30:36 Page 1 of 4
INTERIM ORDER REGARDING STOCK AND 

CLAIMS TRANSFERS

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Upon the Motion, dated January 29, 2019 (the “Motion”),1 of PG&E Corporation (“PG&E 

Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession 

(collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 

Cases”), pursuant to sections 105(a) and 362 of title 11 of the United States Code (the “Bankruptcy 

Code”), for entry of interim and final orders establishing procedures to protect the potential value of the 

Debtors’ consolidated net operating loss carryforwards (the “NOLs”) and other tax benefits 

(collectively, the “Tax Attributes”) for use in connection with the reorganization of the Debtors, all as 

more fully set forth in the Motion; and this Court having jurisdiction to consider the Motion and the 

relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, the Order Referring Bankruptcy Cases 

and Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.) and Rule 5011-1(a) of the 

Bankruptcy Local Rules for the United States District Court for the Northern District of California 

(the “Bankruptcy Local Rules”); and consideration of the Motion and the requested relief being a core 

proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 

U.S.C. §§ 1408 and 1409; and the Court having found and determined that notice of the Motion as 

provided to the parties listed therein is reasonable and sufficient under the circumstances, and it 

appearing that no other or further notice need be provided; and this Court having reviewed the Motion 

and the Wells Declaration; and this Court having held a hearing on the Motion; and this Court having 

determined that the legal and factual bases set forth in the Motion establish just cause for the relief 

granted herein; and it appearing that the relief requested in the Motion is necessary to avoid immediate 

and irreparable harm to the Debtors and their estates as contemplated by Bankruptcy Rule 6003, and is 

in the best interests of the Debtors, their estates, creditors, shareholders, and all parties in interest; and 

upon all of the proceedings had before this Court and after due deliberation and sufficient cause 

appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Motion is granted on an interim basis, as provided herein. 

2. The provisions of this Interim Order shall be effective nunc pro tunc to the Petition Date. 

 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such 

terms in the Motion. 

Case: 19-30088 Doc# 212 Filed: 01/31/19 Entered: 01/31/19 18:30:36 Page 2 of 4
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

INTERIM ORDER REGARDING STOCK AND 

CLAIMS TRANSFERS

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3. The restrictions, notification requirements, and other procedures annexed hereto as 

Exhibit 1 (the “Procedures”) are hereby approved and shall apply to all trading and transfers of PG&E 

Stock. 

4. Until further order of this Court to the contrary, any acquisition or trading of PG&E Stock 

in violation of the Procedures shall be null and void ab initio as an act in violation of the automatic stay 

under section 362 of the Bankruptcy Code and pursuant to this Court’s equitable powers under section 

105(a) of the Bankruptcy Code. 

5. Any person (including any Entity) or Acquiring Group that acquires PG&E Stock in 

violation of this Interim Order or the Procedures or that otherwise fails to comply with their 

requirements, shall be subject to such sanctions as this Court may consider appropriate pursuant to this 

Court’s equitable power under section 105(a) of the Bankruptcy Code. 

6. The notices substantially in the forms annexed hereto as Exhibit 2, and Exhibit 3 are 

hereby approved. 

7. Within three (3) business days of the entry of this Interim Order, the Debtors shall send 

the notice of this Interim Order (the “Notice of Interim Order”) annexed hereto as Exhibit 4 to all 

parties that were served with notice of the Motion, publish the Notice of Interim Order once in the 

national edition of The New York Times and the San Francisco Chronicle, and post the Procedures to the 

website established by Prime Clerk for these chapter 11 cases (which website address shall be identified 

in the Notice of Interim Order), such notice being reasonably calculated to provide notice to all parties 

that may be affected by the Procedures, whether known or unknown, and no further notice of the 

Procedures shall be necessary. 

8. Nothing herein shall preclude any person desirous of acquiring any PG&E Stock from 

requesting relief from this Interim Order from this Court, subject to the Debtors’ rights to oppose such 

relief. 

9. Notice of the Motion as provided therein shall be deemed good and sufficient notice of 

the Motion. 

10. The relief granted in this Interim Order is intended solely to permit the Debtors to protect, 

preserve, and maximize the value of their Tax Attributes; accordingly, other than to the extent that this 

Case: 19-30088 Doc# 212 Filed: 01/31/19 Entered: 01/31/19 18:30:36 Page 3 of 4
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

INTERIM ORDER REGARDING STOCK AND 

CLAIMS TRANSFERS

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Interim Order expressly conditions or restricts trading in PG&E Stock, nothing in this Interim Order or 

in the Motion shall, or shall be deemed to, prejudice, impair, or otherwise alter or affect the rights of any 

holders of PG&E Stock, including in connection with the treatment of any such stock under any chapter 

11 plan or any applicable bankruptcy court order. 

11. The requirements set forth in this Interim Order are in addition to the requirements of 

Bankruptcy Rule 3001(e) and applicable securities, corporate and other laws and do not excuse 

noncompliance therewith. 

12. The Debtors are authorized to take all steps necessary or appropriate to carry out this 

Interim Order. 

1. A final hearing to consider the relief requested in the Motion shall be held on February 

27, 2019 at 9:30 a.m. (Prevailing Pacific Time) and any objections or responses to the Motion shall be 

filed and served so as to be actually received on or prior to February 20, 2019 at 4:00 p.m. (Prevailing 

Pacific Time). 

14. This Court shall retain jurisdiction to hear and determine all matters arising from or 

related to the implementation, interpretation, or enforcement of this Interim Order. 

** END OF ORDER ** 

Case: 19-30088 Doc# 212 Filed: 01/31/19 Entered: 01/31/19 18:30:36 Page 4 of 4