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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)

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)

DEBTORS’ NOTICE OF PROPOSED 

TREATMENT OF RECLAMATION CLAIMS 

Re: Dkt. No. 699

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). 

Case: 19-30088 Doc# 2789 Filed: 06/28/19 Entered: 06/28/19 16:10:18 Page 1 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

PLEASE TAKE NOTICE that, on January 29, 2019, PG&E Corporation (“PG&E Corp.”) and 

Pacific Gas and Electric Company (the “Utility” and together with PG&E Corp., the “Debtors”) each 

commenced voluntary cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy 

Code”) with the United States Bankruptcy Court for the Northern District of California (the “Court”). 

PLEASE TAKE FURTHER NOTICE that by Order dated February 28, 2019, the Court 

established certain procedures (the “Reclamation Procedures”) for the treatment of all claims seeking 

reclamation of Goods pursuant to section 546(c) of the Bankruptcy Code (the “Reclamation Claims”) 

that may be asserted against the Debtors [Docket No. 699] (the “Reclamation Procedures Order”).1

PLEASE TAKE FURTHER NOTICE that, in accordance with the Reclamation Procedures, 

any Seller asserting a Reclamation Claim (each an “Asserted Reclamation Claim”) was required to 

submit a written demand asserting such Reclamation Claim by the deadline set forth in, and in 

accordance with, the Reclamation Procedures Order (a “Reclamation Demand”). To date, the Debtors 

have received 28 Reclamation Demands from various parties (each, a “Requesting Seller,” and, 

collectively, the “Requesting Sellers”),

2 each of which is listed on the schedule annexed hereto as 

Exhibit A.

PLEASE TAKE FURTHER NOTICE that, in accordance with the Reclamation Procedures, 

the Debtors hereby file this Reclamation Notice listing the Reclamation Demands and the amount (if 

any) of each of the Asserted Reclamation Claims that the Debtors have determined to be valid. In support 

of the Reclamation Notice and the proposed treatment of each of the Asserted Reclamation Claims, the 

Debtors have filed the Declaration of Robb C. McWilliams, contemporaneously hereto.

PLEASE TAKE FURTHER NOTICE that, after a review of their books and records, the 

Debtors have determined that certain Reclamation Claims were made in accordance with the 

requirements of the Bankruptcy Code and the Reclamation Procedures and are, therefore, valid 

(“Proposed Valid Reclamation Claims”). Accordingly, each such Proposed Valid Reclamation Claim

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

the Reclamation Procedures Order.

2 The Debtors also received 13 duplicates, amendments, and/or supplements to the Reclamation 

Demands. Exhibit A incorporates any amendments or supplements received but does not separately

list duplicate demands.

Case: 19-30088 Doc# 2789 Filed: 06/28/19 Entered: 06/28/19 16:10:18 Page 2 of

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shall be allowed as an administrative expense claim under section 503(b) of the Bankruptcy Code against 

the applicable Debtor in accordance with, and in the amount listed in the column labeled “Proposed 

Amount of Asserted Reclamation Claim - Valid” on Exhibit A; provided that, in accordance with the 

Reclamation Procedures Order, all issues related to the treatment of any such allowed claims under a 

chapter 11 plan for the Debtors shall be reserved.

3

PLEASE TAKE FURTHER NOTICE that, after a review of their books and records, the 

Debtors have determined that certain of the Asserted Reclamation Claims (or portions thereof) are 

invalid based on one or more of the following grounds each of which is set forth in further detail on 

Exhibit A:

(i) The Asserted Reclamation Claim is for goods received by the Debtors outside the 

Reclamation Period. Section 546(c) of the Bankruptcy Code limits the reclamation 

rights of sellers of goods that render certain Asserted Reclamation Claims invalid, at least 

in part. For example, section 546(c) requires that a vendor may only reclaim goods, if 

among other things, such goods were received by the Debtors within 45 days before the 

commencement of the chapter 11 case (the “Reclamation Period”). 11 U.S.C. § 

546(c)(1). As set forth on Exhibit A, certain of the Asserted Reclamation Claims, 

however, seek to reclaim goods that were received by the Debtors outside of the 

Reclamation Period and, therefore, the portions of those Asserted Reclamation Claims 

seeking to reclaim such goods are invalid.

(ii) The Asserted Reclamation Claim was received by the Debtors after the Reclamation 

Deadline. Section 546(c) of the Bankruptcy Code and the Reclamation Procedures Order 

require that, subject to a Seller’s right to supplement a Reclamation Demand, the 

Requesting Seller submit their Reclamation Demand on or before February 18, 2019 

(the “Reclamation Deadline”). Certain of the Reclamation Demands set forth on 

Exhibit A, were not received by the Debtors until after the Reclamation Deadline. 

Accordingly, these Asserted Reclamation Claims are invalid.

(iii) The Asserted Reclamation Claim is not for goods. Certain Asserted Reclamation 

Claims seek to reclaim amounts for services, freight, taxes, or similar charges rather than 

for goods. Reclamation rights arise, only in connection with the sale of goods.4

 3 Nothing in this Reclamation Notice bars Requesting Sellers from filing proofs of claim with respect to

prepetition claims against the Debtors or affects claims that may have been asserted by Requesting 

Sellers pursuant to section 503(b)(9) of the Bankruptcy Code in accordance with the Amended Order 

Pursuant to 11 U.S.C. §§ 503(b)(9) and 105(a) Establishing Procedures for the Assertion, Resolution, 

and Satisfaction of Claims Asserted Pursuant to 11 U.S.C. § 503(b)(9) [Docket No. 725], nor does 

anything in this Reclamation Notice limit the Debtors’ right to object to such claims in the future.

4 Courts generally define “goods” in accordance with section 2-105 of the Uniform Commercial Code 

(the “UCC”). See, In re Circuit City Stores, Inc., 416 B.R. 531 (Bankr. E.D. Va 2009) ([T]he word 

“goods” in § 503(b)(9) should be defined the same way as “goods” is defined in §546(c); In re GIC 

Gov’t Sec., 64 B.R. 161, 162 (Bankr. M.D. Fla. 1986) (“Based on § 546(c)’s purpose and origins, this 

Case: 19-30088 Doc# 2789 Filed: 06/28/19 Entered: 06/28/19 16:10:18 Page 3 of

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Accordingly, those Asserted Reclamation Claims on Exhibit A that seek to reclaim nongoods are invalid.

(iv) The Asserted Reclamation Claim was for goods that the Debtors consumed prior to 

the receipt of the Reclamation Demand or were unidentifiable. By its terms, rights 

arising under section 546(c) of the Bankruptcy Code are rooted in the ability of a seller 

of goods to reclaim physical possession of the goods it has delivered to a debtor, and 

because of state law protection of good faith purchasers, courts routinely impose the 

additional requirements on reclamation claimants that the subject goods be identifiable 

and in the debtor’s possession on the date of the reclamation demand.5 To the extent that 

the seller’s products are no longer in the debtor’s possession on the date of the demand, 

they are not subject to reclamation. Also, to the extent that the goods in question have 

been commingled or processed such that they are no longer identifiable, the reclamation 

claims are invalid.6 Accordingly, certain of the Asserted Reclamation Claims set forth 

on Exhibit A are invalid to the extent that they seek to reclaim goods that were not 

identifiable or that were not in the Debtors’ possession on the date the Reclamation 

Demand was received.

(v) There is insufficient information or documentation for the Debtors to evaluate the 

Asserted Reclamation Claim. Courts require that the form of a reclamation claimant’s 

demand sufficiently identify the goods the seller seeks to reclaim. 7 Certain of the 

 

should be the UCC definition.”); In re MGS Mktg., 111 B.R. 264, 267 (B.A.P. 9th Cir. 1990) (“It has 

also been widely held that the reclamation remedy applies solely to the goods, not to their proceeds.”); 

In re NE Opco, Inc., 501 B.R. 233 (2013) (finding amount attributable to the goods is provided 

administrative priority status and the amount attributable to services is not); In re Plastech Engineered 

Prods., Inc., 397 B.R. 828, 837-38 (Bankr. E.D. Mich. 2009) (finding where the value of services vs. 

goods could be ascertained, allowing 503(b)(9) for goods). Section 2-105(1) of the UCC provides that 

“‘[g]oods’ means all things (including specially manufactured goods) which are movable at the time of 

identification to the contract for sale other than the money in which the price is to be paid, investment 

securities (Article 8) and things in action.” U.C.C. § 2-105(1) (2016).

5 See, e.g., In re Arlco, Inc., 239 B.R. 261, 266 (Bankr. S.D.N.Y. 1999) (“[I]f not [in] possession, the 

debtor should at least have control over the goods if it is to be required to return them.”); In re Charter 

Oil Co., 54 B.R. 91, 92–93 (Bankr. M.D. Fla. 1985) (requiring goods to be identifiable and in debtor’s 

possession); McCain Foods, Inc. v. Flagstaff Foodservice Co. New England, Inc. (In re Flagstaff 

Foodservice Corp.), 14 B.R. 462, 465–66 (Bankr. S.D.N.Y. 1981) (“[T]he remedy of reclamation . . . is 

secure as to the identifiable goods in the possession of the purchaser. . .”). In Flagstaff, for example, the 

court found that a seller of frozen French fries was entitled to reclamation only to the extent that the 

debtor was in possession of the French fries on the date of the seller’s reclamation demand. 14 B.R. at 

463. 

6 See In re Arlco, Inc., 239 B.R. 261, 266 (Bankr. S.D.N.Y. 1999); In re Landy Beef Co., 30 B.R. 19, 21 

(Bankr. D. Mass. 1983).

7 See, e.g., In re Braniff, Inc., 113 B.R. 745, 752 (Bankr. M.D. Fla. 1990). In Braniff, for example, the 

court stated that due to the “fundamental purpose of a demand for reclamation,” such demand, to be 

sufficient, “must identify the goods as to which reclamation is sought so as to permit their return pursuant 

to the demand at the time the demand is made,” and that an insufficient demand “must of necessity fail 

as a matter of law.” Id. at 752 (finding fuel that has been commingled with fuel from other suppliers is 

not subject to reclamation). See also In re Hechinger Inv. Co. of Del., Inc., 274 B.R. 402, 406–07 (Bankr. 

D. Del. 2001) (finding that a reclamation demand must describe the subject goods in a manner that would 

allow the debtor to identify them upon reasonable investigation).

Case: 19-30088 Doc# 2789 Filed: 06/28/19 Entered: 06/28/19 16:10:18 Page 4 of

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Reclamation Demands do not provide sufficient information to allow the Debtors to 

reasonably identify from their books and records the goods the Requesting Sellers seek

to reclaim. Despite attempts by the Debtors to collect this information from the 

Requesting Sellers, the Debtors have not received sufficient information to identify the 

goods these Requesting Sellers seek to reclaim. Accordingly, those Asserted 

Reclamation Claims are invalid.

(vi) The Asserted Reclamation Claim was withdrawn or satisfied. There are a number of 

Asserted Reclamation Demands where the amounts asserted by the Requesting Seller 

have been withdrawn, satisfied prepetition, or satisfied pursuant to another Order of the 

Court.8 Accordingly, the Debtors request that the Court allow the Asserted Reclamation 

Claim only in the amounts net of any setoffs or other payments permitted in accordance 

with any other Orders of the Court.

(vii) The amount of the Asserted Reclamation Claim does not match the Debtors’ books 

and records. There are a number of Asserted Reclamation Claims identified on 

Exhibit A where the claim amount asserted by the Requesting Seller differs from the 

amounts that the Debtors have recorded on their books as owed to the Requesting Vendor. 

In these instances, the Debtors dispute the amount of the Asserted Reclamation Claim 

and request that the Court allow the Asserted Reclamation Claim only in the amounts 

reflected in the Debtors’ books and records.

Please take further notice that, pursuant to the Reclamation Procedures Order, unless a party timely 

objects to the proposed treatment of its Reclamation Demand as set forth below, each of the Asserted 

Reclamation Claims listed on Exhibit A shall be allowed to the extent, and in the amount, listed in the 

column labeled “Proposed Amount of Asserted Reclamation Claim - Valid” and be disallowed, to the 

extent, and in the amount, listed in the column labeled “Proposed Amount of Asserted Reclamation 

Claim – Invalid.”

PLEASE TAKE FURTHER NOTICE that, pursuant to the Reclamation Procedures Order, 

any party that wishes to object to the proposed treatment of its Reclamation Demand in this Reclamation 

Notice (including any party that believes it was incorrectly omitted from this Reclamation Notice) must 

file and serve an objection (a “Reclamation Notice Objection”) on the following parties, so as to be 

received no later than July 18, 2019 at 4:00 p.m. (Pacific Time) (the “Objection Deadline”):

(i) Weil, Gotshal & Manges LLP, as counsel for the Debtors, 767 Fifth Avenue, New 

York, New York 10153 (Attn: Stephen Karotkin, Esq. and Liza Carens, Esq.). 

 8 In some instances, certain amounts asserted by Requesting Sellers were satisfied pursuant to the Final 

Order Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 503(b)(9) and Fed. R. Bankr. P. 6003 and 6004 

Authorizing Debtors to pay Prepetition Obligations Owed to Certain Safety and Reliability, Outage, and 

Nuclear Facility Suppliers [Docket No. 883]. 

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(ii) The United States Trustee for Region 17, 450 Golden Gate Avenue, 5th Floor, Suite 

05-0153, San Francisco, California 94102 (Attn: James L. Snyder, Esq. and 

Timothy Laffredi, Esq.);

(iii) Milbank LLP, as counsel to the Official Committee of Unsecured Creditors, 2029 

Century Park East, 33rd Floor , Los Angeles, California, 90067 (Attn: Paul S. 

Aronzon, Esq., Gregory A. Bray, Esq., and Thomas R. Kreller, Esq.); 

(iv) Baker & Hostetler LLP, as counsel to the Official Committee of Tort Claimants, 

1160 Battery Street, Suite 100, San Francisco, California 94111 (Attn: Robert A. 

Julian, Esq., and Cecily A. Dumas, Esq.); and

(v) Stroock & Stroock & Lavan LLP, as counsel to the agent under the Debtors’ debtorin-possession financing facility, 180 Maiden Lane, New York, New York 10038 

(Attn: Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, 

Esq.).

Any Reclamation Notice Objection must include (i) a copy of the Reclamation Demand, with evidence 

of the date mailed to the Debtors, and (ii) a statement describing with specificity the objections to this 

Reclamation Notice and any legal and factual bases for such objections. 

PLEASE TAKE FURTHER NOTICE that any Reclamation Claim listed in on Exhibit A

hereto for which no Reclamation Notice Objection is filed and served by the Objection Deadline shall 

be deemed allowed, if at all only in the amount listed on Exhibit A in the column entitled “Proposed 

Amount of Reclamation Claim – Valid,” and shall be disallowed in the amount listed on Exhibit A in 

the column entitled “Proposed Amount of Reclamation Claim – Invalid,” provided that all issues relating 

to the treatment of any such allowed Reclamation Claim under a chapter 11 plan for the Debtors shall 

be reserved. 

Case: 19-30088 Doc# 2789 Filed: 06/28/19 Entered: 06/28/19 16:10:18 Page 6 of

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Dated: June 28, 2019

WEIL, GOTSHAL & MANGES LLP

KELLER & BENVENUTTI LLP

By: /s/Matthew Goren

Matthew Goren 

Attorneys for Debtors

and Debtors in Possession

Case: 19-30088 Doc# 2789 Filed: 06/28/19 Entered: 06/28/19 16:10:18 Page 7 of

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