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

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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@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 

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,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

MOTION OF DEBTORS FOR ENTRY OF 

ORDER PURSUANT TO 11 U.S.C. § 365(d)(4) 

AND B.L.R. 6006-1 EXTENDING TIME TO 

ASSUME OR REJECT UNEXPIRED LEASES 

OF NONRESIDENTIAL REAL PROPERTY 

(“LEASE EXTENSION MOTION”)

Date: May 22, 2019 

Time: 9:30am, Pacific Time 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: May 15, 2019 

 4:00 p.m. (Pacific Time)

Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM). 

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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”), hereby submit this Motion (the 

“Motion”), pursuant to section 365(d)(4) of title 11 of the United States Code (the “Bankruptcy 

Code”) and Rule 6006-1 of the Bankruptcy Local Rules for the United States District Court for the 

Northern District of California (the “Bankruptcy Local Rules”), for an extension of time to 

assume or reject unexpired leases of nonresidential real property (the “Unexpired Leases”) to 

which the Debtors are party by an additional ninety (90) days from May 29, 2019 to and including 

August 27, 2019, (the “Extension”). The Extension would be without prejudice to the Debtors’ 

right to seek further extensions of such date with the consent of the affected lessors in accordance 

with section 365(d)(4)(B)(ii) the Bankruptcy Code. 

In support of this Motion, the Debtors submit the Declaration of John Boken In 

Support of Motion of Debtors for Entry of Order Pursuant to 11 U.S.C. § 365(d)(4) and B.L.R. 

6006-1 Extending Time to Assume or Reject Unexpired Leases of Nonresidential Real Property 

(the “Boken Declaration”) filed contemporaneously herewith. A proposed form of order granting 

the relief requested herein is annexed hereto as Exhibit A (the “Order”). 

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MEMORANDUM OF POINTS AND AUTHORITIES 

I. JURISDICTION 

The Court has jurisdiction to consider this matter 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. This is a core proceeding 

pursuant to 28 U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 

and 1409. 

II. BACKGROUND 

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court 

voluntary cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their 

businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 

1108 of the Bankruptcy Code. No trustee or examiner has been appointed in either of the Chapter 

11 Cases. The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes 

only pursuant to Bankruptcy Rule 1015(b). 

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, 

the U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants 

Committee” and, together with the Creditors Committee, the “Committees”). 

Additional information regarding the circumstances leading to the commencement 

of the Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is 

set forth in the Amended Declaration of Jason P. Wells in Support of the First Day Motions and 

Related Relief [Docket No. 263] (the “Wells Declaration”). 

III. THE DEBTORS’ UNEXPIRED LEASES 

The Debtors are currently undertaking a comprehensive review of their Unexpired 

Leases to determine which ones to assume and which to reject. The Debtors are party to over 100 

Unexpired Leases for, among other things, offices, warehouses, parking and storage yards, aircraft 

hangars and data centers. Annually, the rental obligation associated with the portfolio of these 

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leased properties is approximately $45 million, and the square footage of properties ranges from 

200 square feet to approximately 250,000 square feet. See Boken Declaration ¶ 4. 

On March 14, 2019, the Debtors filed their Schedules of Assets and Liabilities 

[Docket No. 897-908] (collectively, the “Schedules”). On their Schedules, the Debtors identified 

the Unexpired Leases to which one or both of the Debtors may be a party.1 See Boken Declaration 

¶ 5. 

IV. BASIS FOR RELIEF REQUESTED 

Section 365(d)(4) of the Bankruptcy Code provides, in pertinent part: 

an unexpired lease of nonresidential real property under which the 

debtor is the lessee shall be deemed rejected, and the trustee shall 

immediately surrender that nonresidential real property to the lessor, if 

the trustee does not assume or reject the unexpired lease by the earlier 

of— 

i. the date that is 120 days after the date of the order for relief; or 

ii. the date of the entry of an order confirming a plan. 

11 U.S.C. § 365(d)(4)(A). Thus, the Debtors’ Unexpired Leases that are not 

assumed within the initial 120 days of filing the Chapter 11 Cases, and are not the subject of a 

motion to extend the statutory period filed before the 120th day, will be deemed rejected. 

Pursuant to section 365(d)(4)(B) of the Bankruptcy Code, the Court may extend the 

120-day period for 90 days “for cause.” Id. § 365(d)(4)(B); see also Condal Distribs., Inc. v. 2300 

Xtra Wholesalers, Inc. (In re 2300 Xtra Wholesalers, Inc.), 445 B.R. 113, 122 (S.D.N.Y. 2011) 

(“section 365(d)(4)(B)(i) permits the bankruptcy court, upon motion, to grant a 90–day extension 

“for cause”). In determining whether cause exists to extend the time to assume or reject unexpired 

leases of nonresidential real property, Courts have considered the following factors: 

 

1 The inclusion of any Unexpired Lease in the Schedules or service of this Motion on a non-Debtor party to an 

Unexpired Lease is not binding on the Debtors’ determination that such agreements are unexpired nonresidential real 

property leases or a binding and enforceable agreement. Any omission of any agreement from the Schedules will not 

operate to preclude the effect of the extension sought herein; rather, the Debtors request that the relief contemplated by 

this Motion be extended to all of their unexpired leases of non-residential real property. The Debtors have reserved the 

right to amend the Schedules to include any unexpired non-residential real property lease that may be subsequently 

identified by the Debtors.

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i. whether the debtor was paying for the use of the property; 

ii. whether the debtor’s continued occupation could damage the lessor beyond 

the compensation available under the Bankruptcy Code; 

iii. whether the debtor has had sufficient time to formulate a plan of 

reorganization; 

iv. whether the bankruptcy case is complex; and 

v. the number of leases the debtor must evaluate. 

See, e.g., In re Victoria Station Inc., 88 B.R. 231, 236 n.7 (B.A.P. 9th Cir. 1988), 

aff’d, 875 F.2d 1380 (9th Cir. 1989); S. St. Seaport Ltd. P’Ship v. Burger Boys, Inc. (In re Burger 

Boys, Inc.), 94 F.3d 755, 761–62 (2d Cir. 1996); In re Wedtech Corp., 72 B.R. 464, 471–73 (Bankr. 

S.D.N.Y. 1987); see also Legacy, Ltd. v. Channel Home Ctrs., Inc. (In re Channel Home Ctrs., 

Inc.), 989 F.2d 682, 689 (3d Cir. 1993) (“[N]othing prevents a bankruptcy court from granting an 

extension because a particular debtor needs additional time to determine whether the assumption 

or rejection of particular leases is called for by the plan of reorganization that it is attempting to 

develop.”), cert. denied, 510 U.S. 865 (1993); In re 611 Sixth Ave. Corp., 191 B.R. 295, 298 (Bankr. 

S.D.N.Y. 1996) (“The bankruptcy court may extend the . . . period if the debtor makes a timely 

motion and establishe[d] ‘cause.’”); BC Brickyard Assocs. v. Ernst Home Ctr., Inc. (In re Ernst 

Home Ctr. Inc.), 221 B.R. 243, 253 (B.A.P. 9th Cir. 1998) (“[T]he [list of factors] is not exclusive, 

and a great deal of discretion is left to the court to weigh all relevant factors related to the requested 

extension.”). Although section 365(d)(4) was extensively amended by the Bankruptcy Abuse and 

Prevention and Consumer Protection Act of 2005, Pub. L. 109-8, 119 Stat. 23 (2005) (“BAPCPA”), 

the discretionary factors considered to determine whether cause exists for an extension that were 

articulated in the pre-BAPCPA cases cited above continue to be applied by Bankruptcy Courts. 

See, e.g. In re C.W. Mining Co., No. 08-20105, 2009 Bankr. LEXIS 757 at *40-41 (Bankr. D. Utah 

Mar. 18, 2009). 

V. CAUSE EXISTS TO GRANT THE REQUESTED EXTENSION 

The Debtors require additional time beyond the initial 120-day period provided 

under section 365(d)(4)(A) of the Bankruptcy Code, which expires on May 29, 2019, to make a 

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reasoned determination regarding whether to assume or reject their remaining Unexpired Leases. 

In light of the early stages of these large and complex Chapter 11 Cases, the Debtors have not had 

a sufficient opportunity to adequately assess the potential value of each of the Unexpired Leases in 

the context of their restructuring efforts. See Boken Declaration ¶ 6. Such an evaluation will 

necessarily include an assessment of which of the Unexpired Leases will be required in the ongoing 

operation of the Debtors’ business and whether any Unexpired Lease could generate value by 

reason of an assignment or other disposition thereof. See Boken Declaration ¶ 6. 

a. The Debtors’ Chapter 11 Cases are Large and Complex 

The size and complexity of, and legal issues involved in, these unprecedented 

Chapter 11 Cases supports the grant of the Extension. These Chapter 11 Cases are among the 

largest chapter 11 filings in U.S. history. See Boken Declaration ¶ 7. The Debtors employ 

approximately 24,000 employees and operate one of the largest electricity and natural gas utilities 

in the United States – servicing approximately 16 million customers throughout a 70,000-squaremile service area in northern and central California. See Boken Declaration ¶ 7. The Debtors own 

and operate approximately 136 generating facilities, nine (9) natural gas compressor stations, over 

120,000 circuit miles of electric transmission and distribution lines, and nearly 50,000 miles of 

natural gas transmission and distribution pipelines. See Boken Declaration ¶ 7. The size and 

complexity of the Debtors’ businesses, assets, regulatory framework, employee relationships, 

vendor relationships, and financing arrangements are self-evident. Moreover, in addition to 

managing and operating a vast business enterprise, the Debtors must address and resolve in the 

chapter 11 plan process, the potentially thousands of wildfire claims that have already been asserted 

and will be asserted against them over the next several months. See Boken Declaration ¶ 7. 

During the initial stages of these Chapter 11 Cases, the Debtors’ resources have been 

devoted to successfully assuring a smooth transition into chapter 11 and minimizing the business 

disruptions normally attendant thereto, maintaining relationships with the Debtors’ business 

partners, and establishing a collaborative working relationship with the U.S. Trustee, the 

Committees, the California Public Utilities Commission, and the advisors to the Governor’s Office 

as well as with the Debtors’ other key economic stakeholders, including the ad hoc committee of 

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senior unsecured noteholders, the ad hoc group of subrogation claimants, and the ad hoc committee 

of equity security holders. See Boken Declaration ¶ 8. These efforts have been successful in 

preserving and enhancing value for all parties in interest. Indeed, as a result of these efforts, the 

Debtors have had no meaningful supply disruptions from their key energy suppliers and thereby 

have avoided any threat to their ability to provide ongoing services to their customers. See Boken 

Declaration ¶ 8. 

b. The Debtors Have Not Had Sufficient Time to Formulate a Plan of 

Reorganization 

As more fully stated in the Corrected Motion of Debtors Pursuant to 11 U.S.C. § 

1121(d) to Extend Exclusive Periods [Docket No. 1797], the Debtors have had insufficient time to 

formulate and negotiate a chapter 11 plan in the first 120 days of these Chapter 11 Cases. During 

the first few months of these Chapter 11 Cases, the Debtors’ primary focus has been on stabilizing 

their business by securing Court approval of a $5.5 billion debtor-in-possession financing facility 

and obtaining certain relief with respect to their cash management system, employee compensation 

and benefit programs, customer and public purpose programs, insurance and surety bond programs, 

utility providers, taxes, certain safety and reliability suppliers, and lienholders, among others. See 

Boken Declaration ¶ 9. In addition, the Debtors have (i) filed their Schedules and Statements of 

Financial Affairs, and participated in the section 341 meeting of creditors; (ii) filed and obtained 

approval of numerous additional motions and applications necessary to ensure the continuing, 

uninterrupted operation of the Debtors’ business, including motions to hedge its exposure to 

commodity prices, establishing procedures governing certain real property interest transactions, 

and approving the Debtors’ 2019 short-term incentive plan for its non-insider employees; and (iii) 

engaged in extensive consultations with the U.S. Trustee, the Committees and other parties in 

interest on a wide variety of issues relating to these Chapter 11 Cases. See Boken Declaration ¶ 9. 

Further, PG&E Corp. recently announced the appointment of a new Chief Executive Officer and 

President as well as the appointment of 11 new directors to its Board of Directors. See Boken 

Declaration ¶ 9. 

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The Debtors are administering these Chapter 11 Cases as expeditiously as possible, 

but there are a number of issues that must be addressed before the chapter 11 plan negotiation and 

formulation process can take place in earnest. See Boken Declaration ¶ 10. The fundamental issue 

which must be resolved is quantifying the aggregate amount of the Debtors’ liability for the 

Northern California wildfire claims, made even more challenging in view of the more recent Camp 

Fire and the inability to date to obtain reliable information on the scope, extent, and types of 

damages that may be asserted. See Boken Declaration ¶ 10. Indeed, in view of these issues and 

the size and complexity of these Chapter 11 Cases, the time is not even ripe for the filing of a plan. 

See Boken Declaration ¶ 10. 

c. The Debtors Have a Large Number of Leases to Evaluate 

The Debtors are party to over 100 Unexpired Leases, many of which are integral to 

the Debtors’ continuing operations. See Boken Declaration ¶ 11. Because of the size of the 

Debtors’ operations and the complexity of these Chapter 11 Cases, the Debtors must evaluate 

Unexpired Leases involving numerous properties while also (i) attending to the myriad of other 

issues in connection with the administration of these cases, (ii) negotiating and developing a plan 

of reorganization that is fair and equitable, (iii) focusing on preserving and enhancing going 

concern value, and (iv) continuing to operate and provide safe and reliable gas and electric utility 

services to 16 million Californians. See Boken Declaration ¶ 11. In light of the foregoing, the 

Debtors have not been able to devote the time and effort required to carefully evaluate the 

economics of the Unexpired Leases to determine whether the assumption or rejection of each of 

the Unexpired Leases would make sense in light of their overall restructuring and benefit their 

estates, their creditors, their shareholders, and other parties in interest. See Boken Declaration ¶ 

11. 

d. Impact of Granting or Not Granting the Extension on the Debtors and their 

Lessors 

The deemed rejection of the Debtors’ Unexpired Leases could adversely impact the 

Debtors’ ongoing restructuring efforts and greatly disrupt their operations. See Boken 

Declaration ¶ 12. Several of the Unexpired Leases, by way of example, are office buildings in 

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which approximately 5,800 of the Debtors’ employees work. See Boken Declaration ¶ 12. 45% of 

the Debtors’ customer service offices are leased. See Boken Declaration ¶ 12. Other Unexpired 

Leases provide critical infrastructure, such as data centers which are essential for the Debtors’ 

information technology systems, and aircraft hangars which support the Debtors’ aerial inspection 

program, an integral part of the Debtors’ safety operations. See Boken Declaration ¶ 12. 

Without such relief, the Debtors will be forced to decide, without being afforded 

time to adequately consider the value of each Unexpired Lease, whether to permanently forfeit their 

right to assume any Unexpired Leases, as a result of the “deemed rejected” provision of section 

365(d)(4), or be compelled to assume any Unexpired Leases by May 29, 2019 to avoid deemed 

rejections, with the resultant imposition of potentially substantial administrative expenses on their 

estates. See Boken Declaration ¶ 13. 

The Debtors are committed to remaining current with respect to all undisputed 

postpetition obligations under the Unexpired Leases in compliance with section 365(d)(3) of the 

Bankruptcy Code. See Boken Declaration ¶ 14. Thus, the requested extension does not adversely 

affect the Debtors’ lessors with respect to the Unexpired Leases, and forcing the Debtors to 

prematurely decide whether to assume or reject the leases may prejudice lessors if their Unexpired 

Leases are rejected. See Boken Declaration ¶ 14. The Debtors will continue evaluating the 

Unexpired Leases on an ongoing basis as expeditiously as practicable and will file appropriate 

motions as soon as informed decisions can be made. Granting the extension therefore will not 

cause any damage to the Debtors’ lessors. See Boken Declaration ¶ 14. 

In sum, considering the size and complexity of these Chapter 11 Cases, the time 

needed to formulate a reorganization plan, the number of Unexpired Leases, the Debtors’ ongoing 

payment of its postpetition obligations under the Unexpired Leases, the adverse effects of not 

granting the Extension for both the Debtors and their lessors, and the lack of damage to their lessors 

by granting the Extension, cause exists for a 90-day extension to be granted pursuant to section 

365(d)(4)(B) of the Bankruptcy Code. In light of the foregoing, the Debtors submit that cause 

exists to grant the extension of the period within which the Debtors may assume or reject their 

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Unexpired Leases to and including August 27, 2019 and such extension is in the best interests of 

the Debtors, their estates, their creditors, their shareholders, and all parties in interest. 

VI. RESERVATION OF RIGHTS 

Nothing contained herein is intended to be or shall be construed as (i) an admission 

as to the characterization or validity of any Unexpired Lease or other claim against the Debtors, (ii) 

a waiver of the Debtors’ or any appropriate party in interest’s rights to dispute any Unexpired Lease 

or other claim, or (iii) an approval, rejection or assumption of an Unexpired Lease, or any other 

agreement, contract, program, policy, or lease under section 365 of the Bankruptcy Code. 

Likewise, if the Court grants the relief sought herein, any and all of the Debtors’ rights, claims, and 

defenses with respect to the characterization of the Unexpired Leases under Bankruptcy Code 

sections 365(d)(3) and 365(d)(4) or otherwise are expressly reserved. 

VII. NOTICE

Notice of this Motion will be provided to (i) the Office of the United States Trustee 

for Region 17 (Attn: James L. Snyder, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors 

Committee; (iii) counsel to the Tort Claimants Committee; (iv) the Securities and Exchange 

Commission; (v) the Internal Revenue Service; (vi) the Office of the California Attorney General; 

(vii) the California Public Utilities Commission; (viii) the Nuclear Regulatory Commission; (ix) the 

Federal Energy Regulatory Commission; (x) the Office of the United States Attorney for the 

Northern District of California; (xi) counsel for the agent under the Debtors’ debtor in possession 

financing facility; (xii) the non-Debtor parties to the Unexpired Leases; and (xiii) those persons who 

have formally appeared in these Chapter 11 Cases and requested service pursuant to Bankruptcy 

Rule 2002. The Debtors respectfully submit that no further notice is required. 

No previous request for the relief sought herein has been made by the Debtors to this 

or any other court. 

WHEREFORE the Debtors respectfully request entry of an order granting (i) the 

relief requested herein for cause shown and as being in the best interests of their estates, creditors, 

shareholders, and all other parties in interest, and (ii) such other and further relief as the Court may 

deem just and appropriate. 

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Dated: May 1, 2019 

WEIL, GOTSHAL & MANGES LLP 

KELLER & BENVENUTTI LLP 

By: __/s/ Jane Kim______________

 Jane Kim 

Attorneys for Debtors 

and Debtors in Possession 

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