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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) 

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 

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,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

ORDER PURSUANT TO 11 U.S.C. §§ 363(b) 

AND 105(a) AUTHORIZING THE DEBTORS 

TO EMPLOY AND RETAIN AP SERVICES, 

LLC TO PROVICE A CHIEF 

RESTRUCTURING OFFICER, DEPUTY 

CHIEF RESTRUCTURING OFFICER, AND 

ADDITIONAL PERSONNEL FOR THE 

DEBTORS NUNC PRO TUNC TO THE 

PETITION DATE 

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). 

Signed and Filed: April 9, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 09, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 1299 Filed: 04/09/19 Entered: 04/09/19 17:39:37 Page 1 of

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

Upon the Application, dated March 13, 2019 (the “Application”),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 363(b) and 105(a) of title 11 of the United States Code (the 

“Bankruptcy Code”), for authority to employ and retain AP Services, LLC (“APS”), nunc pro tunc

to the Petition Date, to provide (i) James Mesterharm to serve as the Debtors’ Chief Restructuring 

Officer (“CRO”), (ii) John Boken to serve as the Debtors’ Deputy Chief Restructuring Officer 

(“Deputy CRO”), and (iii) additional personnel in accordance with the terms and conditions set forth 

in that certain engagement letter by and among the Debtors and APS, dated as of January 25, 2019 

(the “CRO Engagement Letter”), a copy of which is attached to the Application as Exhibit B-1, all 

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

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

Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 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 Application 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 due and proper notice of the Application having been provided to 

the parties listed therein, and it appearing that no other or further notice need be provided; and this 

Court having reviewed the Application and the Mesterham Declaration; and a hearing having been 

noticed to consider the relief requested in the Application (the “Hearing”); and upon the record of the 

Hearing (if any was held) and all of the proceedings had before the Court; and this Court having found 

and determined that the relief sought in the Application is in the best interests of the Debtors, their 

estates, creditors, shareholders, and all parties in interest; and that the legal and factual bases set forth 

in the Application establish just cause for the relief granted herein; and after due deliberation and 

sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

 

1

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

terms in the Application. 

Case: 19-30088 Doc# 1299 Filed: 04/09/19 Entered: 04/09/19 17:39:37 Page 2 of

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

1. The Application is granted as set forth herein. 

2. The terms and conditions of the CRO Engagement Letter, as modified by the 

Application and this Order, are reasonable and are hereby approved. 

3. The Debtors are hereby authorized, pursuant to sections 363(b) and 105(a) of the 

Bankruptcy Code, to employ and retain APS, nunc pro tunc to the Petition Date, to provide (i) James 

Mesterharm to serve as the Debtors’ CRO, (ii) John Boken to serve as the Debtors’ Deputy CRO, and 

(iii) additional personnel as described in the CRO Engagement Letter (the “APS Personnel”) in 

accordance with the terms and conditions set forth in the Application, the Mesterharm Declaration, 

and the CRO Engagement Letter, subject to the provisions of this Order. 

4. APS and its affiliates shall not act as financial advisor, claims agent, claims 

administrator, or investor/acquirer in connection with the Chapter 11 Cases. 

5. No principal, employee, or independent contractor of APS and its affiliates shall serve 

as a director of any of the Debtors during the pendency of the Chapter 11 Cases. 

6. APS shall be compensated for its services and reimbursed for any related expenses in 

accordance with the rates (as may be adjusted from time-to-time) and disbursement policies as set 

forth in the Application, the Mesterharm Declaration, the CRO Engagement Letter, and any other 

applicable Orders of this Court. 

7. The Success Fee requested by APS shall be subject to a reasonableness standard and 

will be submitted by separate application to this Court for approval. 

8. APS is not required to submit fee applications pursuant to sections 330 and 331 of the 

Bankruptcy Code, but will instead submit monthly invoices to the Debtors, and the Debtors are hereby 

authorized to pay, in the ordinary course of business, all reasonable and undisputed amounts invoiced 

by APS for fees and expenses. 

9. APS shall file and submit reports of compensation earned and expenses incurred on a 

monthly basis (“Compensation Reports”) to the Court, and provide notice of the same to the Notice 

Parties. APS will file and submit Compensation Reports within 30 days of the end of each monthly 

period. Compensation reports shall summarize the services provided, and identify the compensation 

earned and expenses incurred by APS Personnel. The Notice Parties shall have 21 days after the date 

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each Compensation Report is served upon them to object. Such compensation and expenses will be 

subject to Court review in the event an objection is filed. 

10. Each month, APS shall file with the Court (and serve copies to the Notice Parties) a 

report reflecting the APS Personnel that worked on the engagement for the previous month (“Staffing 

Reports”). Staffing Reports shall include the names of all full- and part-time APS Personnel that 

provided services in these Chapter 11 Cases during the prior month and each individual’s hourly 

billing rate. APS will file and submit Staffing Reports within 30 days of the end of each monthly 

period. The Notice Parties shall have 21 days after the date each Staffing Report is served upon them 

to object. The Staffing Reports and APS’s staffing decisions will be subject to review by the Court in 

the event an objection is filed. 

11. APS is authorized to apply the Retainer to satisfy any unbilled or other remaining 

prepetition fees and expenses APS becomes aware of during its ordinary course billing review and 

reconciliation. The remaining balance of the Retainer held by APS shall be applied to post-petition 

fees and expenses incurred by APS. 

12. Notwithstanding anything in the Application or the CRO Engagement Letter to the 

contrary, APS shall (a) pass through the cost of such Contractors to the Debtors at the same rate that 

APS pays the Contractors; (b) seek reimbursement for actual costs only; (c) ensure that the Contractors 

are subject to the same conflict checks as required for APS; and (d) file with the Court disclosure(s) 

of the results of such conflict checks. 

13. APS shall use its reasonable efforts to avoid any unnecessary duplication of services 

provided by any other retained professionals in these Chapter 11 Cases. 

14. For the duration of these Chapter 11 Cases, there shall be no indemnification of APS, 

its affiliates, or the APS Personnel. Debtors shall indemnify Mr. Mesterharm and Mr. Boken in their 

capacity as corporate officers on the same terms provided to the Debtors’ other officers and directors 

under the corporate bylaws and applicable state law, along with insurance coverage under the Debtors’ 

D&O policy. 

15. For a period of three years after the conclusion of the engagement, neither APS nor its 

affiliates shall make any investments in the Debtors or the Reorganized Debtors. 

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16. To the extent that there may be any inconsistency between the terms of the Application, 

the Mesterharm Declaration, or the CRO Engagement Letter and this Order, the terms of this Order 

shall govern. 

17. The terms and conditions of this Order shall be immediately effective and enforceable 

upon its entry. 

18. The Debtors are authorized and empowered to take all actions necessary to implement 

the relief granted in this Order. 

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

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

** END OF ORDER ** 

Case: 19-30088 Doc# 1299 Filed: 04/09/19 Entered: 04/09/19 17:39:37 Page 5 of

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