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GIBSON, DUNN & CRUTCHER LLP 

OSCAR GARZA, SBN 149790 

 ogarza@gibsondunn.com 

SAMUEL A. NEWMAN, SBN 217042 

 snewman@gibsondunn.com 

333 South Grand Avenue 

Los Angeles, CA 90071-3197 

Telephone: 213.229.7000 

Facsimile: 213.229.7520 

Counsel for Centerview Partners LLC 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re: 

PG&E CORPORATION 

 -andPACIFIC GAS AND ELECTRIC 

COMPANY,

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 NO. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

ORDER AUTHORIZING THE OFFICIAL 

COMMITTEE OF UNSECURED 

CREDITORS TO EMPLOY AND RETAIN 

CENTERVIEW PARTNERS LLC AS ITS 

INVESTMENT BANKER, EFFECTIVE AS 

OF FEBRUARY 15, 2019 

Hearing: 

Date: May 9, 2019 

Time: 9:30 a.m. Pacific Time 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Judge: Hon. Dennis Montali 

 

 

Signed and Filed: May 16, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

May 17, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 2067 Filed: 05/16/19 Entered: 05/17/19 11:56:00 Page 1 of

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Upon the application (the “Application”)1 of the Official Committee of Unsecured Creditors 

(the “Committee”) appointed in the above-captioned chapter 11 cases for entry of an order (this 

“Order”) authorizing the Committee to retain and employ Centerview Partners LLC (“Centerview”), 

pursuant to section 1103 of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 

2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), as 

investment banker to the Committee, effective as of February 15, 2019, all as more fully set forth in 

the Application; and the 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 relief requested therein 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, and no other or 

further notice being required; and this Court having reviewed the Application, the Declaration of 

Samuel M. Greene (the “Greene Declaration”), and the Declaration and Supplemental Declaration of 

Karn Chopra (the “Chopra Declarations”); and upon the record of the Hearing 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 PG&E Corporation and Pacific Gas and Electric Company 

(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 and satisfaction of the statutory 

requirements for the relief granted herein; and any objections to the relief requested by the Application 

 

1

 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 

Application. 

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having been overruled, resolved, or withdrawn; and upon all of the proceedings had before the Court, 

and after due deliberation and sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Application is granted as set forth herein. 

2. The Committee is authorized to employ and retain Centerview as its investment banker, 

effective as of February 15, 2019, on the terms set forth in the Engagement Letter. 

3. Centerview shall use its reasonable best efforts to avoid any duplication of the services 

to be provided by any of the Committee’s other retained professionals. 

4. Except to the extent set forth herein, the Engagement Letter, together with all 

attachments and schedules thereto, including, without limitation, the Fee Structure and the 

Indemnification Agreement, is approved pursuant to sections 328(a) and 1103(a) of the Bankruptcy 

Code. Except as otherwise provided herein, all compensation, indemnification, reimbursement, and 

contribution obligations owed to Centerview and any Indemnified Person (as defined in the 

Engagement Letter) under the Engagement Letter shall be subject to review only pursuant to the 

standards set forth in section 328(a) of the Bankruptcy Code, and shall not be subject to any other 

standard of review, including, but not limited to, that set forth in section 330 of the Bankruptcy Code, 

except that the U.S. Trustee shall have review for reasonableness pursuant to section 330 of the 

Bankruptcy Code. 

5. Centerview shall file monthly, interim and final fee applications for the allowance of 

compensation for services rendered and reimbursement of expenses incurred in accordance with 

sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, any applicable 

orders or procedures of this Court, and the Fee Guidelines; provided that Centerview shall be 

compensated and reimbursed pursuant to section 328(a) of the Bankruptcy Code, and Centerview’s 

fees and expenses shall not be subject to review under the standard set forth in section 330 of the 

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Bankruptcy Code, except that the U.S. Trustee shall have review for reasonableness pursuant to section 

330 of the Bankruptcy Code. Subject to compliance with the foregoing, and subject to approval by the 

Court, the Debtors shall pay Centerview’s fees and reimburse Centerview for its reasonable and 

necessary costs and expenses as provided in the Engagement Letter. 

6. Notwithstanding anything to the contrary herein, the requirements of the Interim 

Compensation Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and 

any other orders or procedures of this Court, to the extent applicable, are hereby modified such that 

Centerview’s professionals shall only be required to maintain summary records in one-half (.5) hour 

increments; provided further that (a) Centerview shall not be required to obtain Court approval of any 

counsel it employs in connection with these chapter 11 cases; however, if Centerview seeks 

reimbursement for attorney’s fees pursuant to the terms of the Engagement Letter or the 

Indemnification Agreement (except for fees incurred in defense of fee applications), the invoices and 

supporting time records from such attorneys shall be included in Centerview’s own application and 

such invoices and time records shall be subject to (i) the guidelines promulgated by the U.S. Trustee 

for compensation and reimbursement of expenses and (ii) approval by the Bankruptcy Court under 

sections 330 and 331 of the Bankruptcy Code. Notwithstanding the foregoing, Centerview shall only 

be reimbursed for any legal fees incurred in connection with these chapter 11 cases to the extent 

permitted under applicable law. For the avoidance of doubt, under no circumstances shall any of the 

compensation or expense reimbursement obligations approved by the Court be an obligation of, or paid 

by, the Committee or any of its members. 

7. Subject to the Court’s approval, Centerview shall be compensated in accordance with 

the terms of the Engagement Letter and in particular, the Fee Structure. Notwithstanding anything to 

the contrary herein, the fees and expenses payable to Centerview pursuant to the Engagement Letter 

shall be subject to review pursuant to the standard of review set forth in section 330 of the Bankruptcy 

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Code only by the U.S. Trustee. This Order and the record relating to the Court’s consideration of the 

Application shall not prejudice or otherwise affect the rights of the U.S. Trustee to challenge the 

reasonableness of Centerview’s compensation and expense reimbursements under section 330 of the 

Bankruptcy Code. Accordingly, nothing in this Order or the record shall constitute a finding of fact or 

conclusion of law binding on the U.S. Trustee, on appeal or otherwise, with respect to the 

reasonableness of Centerview’s compensation. 

8. The indemnification and related provisions set forth in the Engagement Letter and the 

Indemnification Agreement are approved, subject during the pendency of these chapter 11 cases to the 

following: 

a. each Indemnified Person (as that term is defined in the Indemnification 

Agreement) shall be entitled to indemnification, contribution or reimbursement 

pursuant to the Indemnification Agreement only in respect of Losses (as defined 

in the Indemnification Agreement) in connection with any matters in any way 

relating to or referred to in the Engagement Letter (as may be modified by this 

Court pursuant to this Order or any further order); 

b. subject to the provisions of subparagraphs (c) and (d) of this paragraph 8, the 

Debtors are authorized to indemnify, and to provide contribution and 

reimbursement to, and shall indemnify, and provide contribution and 

reimbursement to, the Indemnified Persons (as defined in the Indemnification 

Agreement) in accordance with the Indemnification Agreement for any claim 

arising from, related to, or in connection with the services provided for in the 

Engagement Letter; 

c. notwithstanding subparagraph (b) of this paragraph 8 or any provisions of the 

Engagement Letter or Indemnification Agreement to the contrary, the Debtors 

shall have no obligation to indemnify an Indemnified Person or provide 

contribution or reimbursement to an Indemnified Person (i) for any claim or 

expense that is judicially determined (the determination having become final) to 

have resulted directly from the willful misconduct, negligence, gross negligence, 

or bad faith of such Indemnified Person, (ii) for a contractual dispute alleging 

the breach of Centerview’s contractual obligations if the Court determines that 

indemnification, contribution, or reimbursement would not be permissible, or 

(iii) for any claim or expense that is settled prior to a judicial determination as 

to the exclusions set forth in clauses (i) and (ii) above, but determined by this 

Court, after notice and a hearing pursuant to subparagraph (d) infra, to be a claim 

or expense for which such Indemnified Person should not receive indemnity, 

contribution or reimbursement under the terms of the Engagement Letter and 

Indemnification Agreement, as modified by this Order; 

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d. if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in 

the Debtors’ cases (that order having become a final order no longer subject to 

appeal), and (ii) the entry of an order closing the Debtors’ chapter 11 cases, 

Centerview believes that it is entitled to the payment of any amounts by the 

Debtors on account of the Debtors’ indemnification, contribution and/or 

reimbursement obligations under the Indemnification Agreement, as modified 

by this Order, including without limitation the advancement of defense costs, 

Centerview must file an application therefore in this Court, and the Debtors may 

not pay any such amounts to Centerview before the entry of an order by this 

Court approving such payment. This subparagraph (d) is intended only to 

specify the period during which the Court shall have jurisdiction over any 

request by Centerview for indemnification, contribution or reimbursement and 

is not a provision limiting the duration of the Debtors’ obligation to indemnify; 

and 

e. if, during the pendency of the Debtors’ Chapter 11 Cases, the indemnification is 

held unenforceable by reason of the exclusions set forth in subparagraph c. 

above (i.e., bad faith, negligence, gross negligence, willful misconduct, or for a 

contractual dispute in which the Debtors allege the breach of Centerview’s 

contractual obligations if the Court determines that indemnification would not 

be permissible) and Centerview makes a claim for the payment of any amounts 

by the Debtors on account of the Debtor’s contribution obligations, then the 

proviso set forth in the first sentence in paragraph 5 of the Indemnification 

Agreement attached to the Engagement Letter shall not apply. 

9. The Committee and Centerview are authorized to take all actions each of them deems 

necessary and appropriate to effectuate the relief granted in this Order. 

10. Notwithstanding anything to the contrary in the Application or this Order, if the 

Committee approves an Additional Fee for Centerview, such Additional Fee shall only be allowed 

pursuant to further order of this Court. The Official Committee of Tort Claimants shall receive notice 

and an opportunity to object to such Additional Fee. Any and all grounds for the Official Committee 

of Tort Claimants’ objection to allowance of such Additional Fee are hereby expressly reserved and 

preserved hereunder. 

11. Notwithstanding anything to the contrary in the Application or the Engagement Letter, 

Centerview shall have whatever duties, fiduciary or otherwise, that are imposed upon it by applicable 

law. 

12. This Order shall be immediately effective and enforceable upon its entry. 

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13. In the event of any inconsistency between the Engagement Letter, the Application, and 

this Order, this Order shall govern. 

14. Notwithstanding any term in the Engagement Letter to the contrary, this Court shall 

retain exclusive jurisdiction to hear and determine all matters arising from or related to the 

implementation, interpretation, or enforcement of this Order. 

APPROVED AS TO FORM AND CONTENT: 

Dated: May 15, 2019 

OFFICE OF THE UNITED STATES TRUSTEE 

Marta E. Villacorta 

Trial Attorney 

Attorney for Andrew R. Vara, Acting United States 

Trustee for Region 32

/ / / 

/ / / 

/ / / 

 

 

2

 Andrew R. Vara, Acting United States Trustee for Region 3, is acting in this appointment for 

Tracy Hope Davis, United States Trustee for Region 17, who is recused from the above-captioned 

cases. 

/s/ Marta E. Villacorta

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APPROVED AS TO FORM AND CONTENT: 

Dated: May 15, 2019 

OFFICIAL COMMITTEE OF TORT CLAIMANTS 

Jorian L. Rose 

Attorney for Official Committee of Tort Claimants 

 

** END OF ORDER ** 

/s/ Jorian L. Rose

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COURT SERVICE LIST

Federal Energy Regulatory Commission

Attn: General Counsel 

888 First St NE

Washington, DC 20426

Internal Revenue Service

Centralized Insolvency Operation

2970 Market St

Philadelphia, PA 19104-5016

John A. Vos

1430 Lincoln Avenue

San Rafael, CA 94901

Office of the United States Attorney for the Northern District of California

Attn: Bankruptcy Unit

Federal Courthouse

450 Golden Gate Avenue

San Francisco, CA 94102

PG&E Corporation

Attn: President or General Counsel

77 Beale Street

P.O. Box 77000

San Francisco, CA 94177

Placer County Office Of The Treasurer-Tax Collector

Attn: Robert Kanngiesser

2976 Richardson Drive

Auburn, CO 95603

U.S. Nuclear Regulatory Commission

Attn: General Counsel

U.S. NRC Region IV

1600 E. Lamar Blvd.

Arlington, TX 76011

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