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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 

In re: 

PG&E CORPORATION, 

- and - 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

AMENDED ORDER PURSUANT TO 11 U.S.C. 

§§ 105(a), 362, AND 363 AND FED. R. BANKR. P. 

2002, 4001, AND 6004 (I) AUTHORIZING 

DEBTORS TO (a) SELL, TRANSFER, LEASE OR 

OTHERWISE ENCUMBER REAL PROPERTY, 

(b) ENTER INTO ACQUISITION, LEASE, 

LICENSE, AND PERMIT AGREEMENTS 

RELATING TO THIRD-PARTY PROPERTY, 

AND (c) PURSUE AND BRING EMINENT 

DOMAIN PROCEEDINGS TO JUDGMENT OR 

ENTER INTO SETTLEMENTS IN LIEU 

THEREOF, SUBJECT TO CERTAIN 

PROCEDURES AND PARAMETERS, AND 

(II) GRANTING RELATED RELIEF 

☐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 24, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 25, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 1676 Filed: 04/24/19 Entered: 04/25/19 11:00:13 Page 1 of

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 Upon the Motion, dated March 20, 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), 362, and 363 of title 11 of the United States Code (the 

“Bankruptcy Code”) and Rules 2002, 4001, and 6004 of the Federal Rules of Bankruptcy 

Procedure, for entry of an order (the “Order”) (I) authorizing the Debtors to (a) sell, transfer, lease, 

encumber or otherwise deal with real property interests, including without limitation, fee interests, 

leasehold interests, temporary and permanent easements, utility relocation agreements, conservation 

easements, land use restrictions, temporary and permanent licenses, and agreements or options to 

transfer or acquire same (collectively, “Real Property Interests”) held by the Debtors, (b) enter into 

agreements to acquire or otherwise deal with Real Property Interests, (c) pursue and bring eminent 

domain proceedings to judgments or enter into settlements in lieu thereof, and (d) implement 

procedures for the review and approval of such transactions, each subject to certain parameters and 

(II) granting other related relief, each 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; 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, the Williams Declaration; and upon resolution of the Limited 

Opposition to the Motion [Dkt. 1177]; 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 in the best 

 

1

 Capitalized terms used but not otherwise defined in this Order have the meanings given in 

the Motion. 

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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 as set forth herein.

2. The Debtors are authorized to (a) sell (including through condemnation or in 

lieu thereof), transfer, lease, encumber or otherwise deal with Real Property Interests, (b) 

enter into agreements to acquire or otherwise deal with Real Property Interests, and (c) 

pursue and bring eminent domain proceedings to judgment or enter into settlements in lieu 

thereof, each without further application or motion to this Court and without any further 

authorization of this Court being required, subject to the following procedures 

(the “Procedures”):

a) Transactions Requiring Review by the Committees 

i. The Debtors shall submit to the advisors for each of the Committees 

the following Real Property Interest transactions for review:

 Any sale of a real property fee interest at a discount in excess of 15% 

relative to the greater of book value and appraised/market value, 

notwithstanding anything else contained in this Order. 

 Any transaction involving an individual Real Property Interest where 

the consideration in question is between $5 million and $10 

million; 

 Any sale of an individual Real Property Interest pursuant to the 

exercise of an eminent domain action or settlement in lieu 

thereof, and any stipulation to lift the automatic stay to allow the 

applicable condemning authority to pursue any such eminent 

domain proceeding, where the consideration in question is 

between $1 million and $5 million; 

 Any lease or license of a Real Property Interest by PG&E where the 

initial annual rental obligation or license fee is between $500,000 

and $1 million (with the annual rental obligation or license fee in 

subsequent years subject to commercially reasonable 

escalations); 

 Any acquisition of a Real Property Interest by PG&E’s exercise of 

eminent domain or a settlement in lieu thereof where the 

consideration in question is between $2 million and $5 

million; and 

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ii. The Committees shall have ten (10) days to review transactions 

submitted by PG&E. 

iii. If the Committees do not object to the transaction within ten (10) 

days, the Debtors may enter into or consummate the transaction 

without further Court order and any third-party may rely on the 

representations of the Debtors that these procedures have been 

complied with and that no objections have been received. 

iv. If a Committee objects to the transaction within such ten (10) day 

period, the Debtors must seek Court approval of such transactions 

unless the Committee’s objection is resolved or withdrawn. 

v. The Debtors may file a motion seeking approval of such 

transactions on an expedited basis, and must serve such motion on 

the Committees and the U.S. Trustee on no less than fourteen (14) 

days’ notice. Any party in interest may be heard on a motion filed 

pursuant to this clause 2.a.v. 

b) Transactions Requiring Court Approval 

i. The Debtors shall submit for approval by the Court the following Real 

Property Interest transactions: 

 Any sale or other transaction involving an individual Real Property 

Interest where the consideration in question exceeds $10 million; 

 Any sale of an individual Real Property Interest pursuant to the 

exercise of an eminent domain action or settlement in lieu 

thereof, and any stipulation to lift the automatic stay to allow the 

applicable condemning authority to pursue any such eminent 

domain proceeding, where the consideration in question exceeds 

$5 million; 

 Any lease or license of a Real Property Interest by PG&E where the 

initial annual rental obligation or license fee exceeds $1 million 

(with annual rental obligation or license fee in subsequent years 

subject to commercially reasonable escalations); and 

 Any acquisition of a Real Property Interest by PG&E’s exercise of 

eminent domain or a settlement in lieu thereof where the 

consideration in question exceeds $5 million.

ii. The Debtors shall file a motion seeking such approval on an expedited 

basis, and must serve such motion upon the Committees and the U.S. 

Trustee on no less than fourteen (14) days’ notice. Any party in 

interest may be heard on a motion filed pursuant to this clause 2.b.ii 

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c) Transactions Requiring No Committee Review or Court Approval 

i. The Debtors shall be permitted to enter into and consummate the 

following Real Property Interest transactions without Committee 

review or Court approval: 

 Any transaction involving an individual Real Property Interest where 

the consideration in question is below $5 million; 

 Any sale of an individual Real Property Interest pursuant to the 

exercise of an eminent domain action or settlement in lieu 

thereof, and any stipulation to lift the automatic stay to allow the 

applicable condemning authority to pursue any such eminent 

domain proceeding, where the consideration in question is below 

$1 million; 

 Any lease or license of a Real Property Interest by PG&E where the 

initial annual rental obligation or license fee is below $500,000 

(with the annual rental obligation or license fee in subsequent 

years subject to commercially reasonable escalations); and 

 Any acquisition of a Real Property Interest by PG&E’s exercise of 

eminent domain or a settlement in lieu thereof where the 

consideration in question is below $2 million.

3. Any of the foregoing transactions that are pending at the time this Order is 

entered shall be subject to this Order and shall be subject to the same review and approval 

procedures described herein; provided that any direct condemnation actions filed by the 

Debtors prior to the Petition Date (the “Prepetition PG&E Eminent Domain Actions” and 

the defendants in such actions, the “Prepetition Eminent Domain Defendants”) shall 

proceed in accordance with applicable California law, and shall not be subject to the above 

review and approval procedures. Such actions shall be governed by this paragraph and by 

paragraph 4 of this Order. 

4. The Prepetition PG&E Eminent Domain Actions are authorized to proceed in 

the ordinary course and relief is granted from the automatic stay to the extent it would 

operate to bar the prosecution, defense, or administration of the Prepetition PG&E Eminent 

Domain Actions or the payment of just compensation in conjunction therewith, including, but 

not limited to, the following potential actions by the Prepetition Eminent Domain 

Defendants, the Debtors, and the superior courts in which the Prepetition PG&E Eminent 

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Domain Actions are pending: 

a) Continued prosecution of the Prepetition PG&E Eminent Domain Actions in 

the superior courts of the State of California in which they are now pending; 

b) The filing, amendment, and supplementing of pleadings or motions as 

permitted by California law, and entry of related orders; 

c) The engagement of the Prepetition Eminent Domain Defendants and the 

Debtors in permitted discovery, and the enforcement of discovery obligations, 

as permitted under California law; 

d) The serving of demands for exchange, and exchange of lists of expert 

witnesses and statements of valuation data pursuant to CCP § 1258.210, et 

seq.; 

e) The exchange of final offers and demands pursuant to CCP § 1250.410; 

f) Participation of the Prepetition Eminent Domain Defendants and the Debtors 

in mediations, settlement conferences, and any other formal or informal 

alternative dispute resolution processes as may be deemed desirable by the 

parties; 

g) The depositing, decreasing, or increasing of amounts of probable just 

compensation by the Debtors; stipulations to, and unilateral applications for, 

withdrawal of deposits; and orders authorizing withdrawals pursuant to the 

provisions of CCP §§ 1255.010, et seq. and 1255.210, et seq.; 

h) The filing of motions to vacate orders of possession, and the entry of such 

orders pursuant to CCP § 1255.440; 

i) Abandonment of the Prepetition PG&E Eminent Domain Actions pursuant to 

CCP § 1268.510; 

j) Dismissals and entry of judgments as warranted under California law, and 

orders for redelivery of possession and for damages proximately caused by the 

proceedings and dismissals pursuant to CCP § 1268.620, and for awards of 

litigation expenses pursuant to CCP § 1268.610 to the extent applicable; 

k) Trials to assess and finally determine just compensation, pursuant to 

California law, including the provisions of CCP §§ 1263.310, et seq., 

1263.410, et seq. defining the governing valuation standards, fair market value 

for property taken, and compensatory damage for injury to remainder 

property; 

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l) Payment of just compensation2, including costs to cure or mitigate severance 

damages, pursuant to settlement agreements or judgments entered, and acts by 

the Prepetition Eminent Domain Defendants to enforce judgments obtained, 

whether before or after the Petition Date, against the Debtors and property of 

the estate, through all available means under California law3; 

m) Motions pursuant to CCP § 1268.020 to dismiss the Prepetition PG&E 

Eminent Domain Actions in the event the Debtors fail to timely pay the 

amounts required by fully executed settlement agreements or by judgments 

entered pursuant to the provisions of CCP § 1268.010, et seq., and the entry of 

judgments of dismissal pursuant thereto; 

n) Deposits and withdrawals pursuant to CCP § 1268.110, et seq.; and 

o) The filing and participation in appellate proceedings that may arise out of the 

Prepetition PG&E Eminent Domain Actions. 

5. Neither the Motion nor this Order addresses or purports to govern transactions 

that are undertaken pursuant to a confirmed plan of reorganization in these Chapter 11 Cases, 

which shall be governed by subsequent order(s) of this Court.

6. Nothing in this Order releases or excuses the Debtors from obtaining all 

applicable non-bankruptcy law approvals for any real property transaction, or releases or 

excuses the Debtors from compliance with all applicable state and local laws, regulations, 

ordinances or with any injunctions, administrative orders, or agreements entered pursuant to 

such non-bankruptcy laws. 

7. Nothing in this Order: (i) releases, nullifies, precludes, or enjoins the 

enforcement of any liability (including for penalties, damages, cost recovery, or injunctive 

 

2

 Including recoverable court costs pursuant to CCP §§ 1268.710 and 1268.720, litigation expenses 

awarded as costs pursuant to CCP §§ 1250.410, and interest or its equivalent. 

3

 For the avoidance of doubt, the following agreements are covered by paragraph 4(l) of this Order: 

(i) the Right to Take Settlement Agreements entered into in February of 2016 by the Utility, DF 

Properties (“DF”), KV Sierra Vista, LLC, Successor Trustee of the Cyril G. Barbaccia Irrevocable 

Trust (“GCB”), and Baseline P&R, LLC, (ii) Grading Work Agreement and First Amendment of 

Grading Work Agreement entered into in 2017 by the Utility and DF, (iii) the Stipulation for Entry of 

Judgment in Condemnation executed in January of 2019 by the Utility and CGB; and (iv) the 

Mediation Settlement Agreement and Release of Claims executed in January of 2019 by the Utility, 

Brian T. Howe, and Stephen J. Norman; provided that this Order does not adjudicate or determine 

the parties’ rights under the agreements, which are fully reserved, including, but not limited to, the 

right to contest any obligation or payment thereunder. 

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relief) to a governmental unit under police and regulatory statutes or regulations (including 

but not limited to environmental laws or regulations) that any entity would be subject to as 

the owner or operator of property that is sold or transferred pursuant to this Order or (ii) 

authorizes the transfer to the purchaser of any governmental licenses, permits, registrations, 

authorizations, or approvals without compliance with all applicable legal requirements under 

the law governing such transfers. 

8. This Order does not authorize any sale of contaminated Real Property 

Interests other than in the ordinary course of business. This Order does not preclude the 

Debtors from filing a motion pursuant to section 363(b) seeking authorization to sell any 

contaminated Real Property Interests. 

9. This Order does not preempt, dislodge, or otherwise affect any regulatory 

jurisdiction that the California Public Utilities Commission (the “Commission”) may have 

under California law in respect of actions involving Real Property Interests, including under 

Section 851 of the California Public Utilities Code. The Debtors reserve the right to contend 

that they may execute actions involving Real Property Interests without permission from the 

Commission and the Commission reserves the right to oppose such contention. 

10. This Order does not preempt, dislodge, or otherwise affect the Debtors’ 

obligations under that certain Settlement Agreement, dated December 19, 2003, among the 

Debtors and the Commission and approved by the Court and the related Stipulation 

Resolving Issues Regarding the Land Conservation Commitment.

11. Nothing in this Order shall approve the Debtors’ assumption, assumption and 

assignment, or rejection of any real property leases, contracts, or other such interests to 

which section 365 of the Bankruptcy Code applies and the Debtors shall comply with the 

requirements of section 365 of the Bankruptcy Code, to the extent applicable, with respect to 

any assumption, assumption and assignment, or rejection of any real property leases, 

contracts, or other such interests. 

12. This Order does not circumscribe or affect any specific protections afforded 

any lienholder, co-interest owner, or similarly situated party that may be applicable under 

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section 363 of the Bankruptcy Code with respect to any specific property the Debtors may 

seek to sell or transfer. With respect to any transaction covered by the Procedures, if there is 

a lien on such property and the Debtors seek to transfer the property free and clear of the lien, 

section 363(f) of the Bankruptcy Code and any relevant Federal or local Bankruptcy Rule 

remain fully applicable and the Debtors would be required to comply therewith, including, 

but not limited to, providing to all lienholders, co-interest owners, or similarly situated 

parties advance notice and an opportunity to object and be heard by the Court with respect to 

any specific property that the Debtors may seek to sell or transfer.

13. The Debtors shall maintain a matrix summarizing with respect to each 

transaction involving Real Property Interests (regardless of whether notice pursuant to this 

Order is required): (i) a description of the Real Property Interest involved in the transaction; 

(ii) the type of transaction, (iii) whether sold or acquired under an eminent domain 

proceeding; (iv) the name of the purchaser/counterparty; (v) type of consideration; (vi) the 

amount of consideration; (vii) to the extent applicable and available, book value of the Real 

Property Interest, and (viii) to the extent applicable and available, valuation data for the Real 

Property Interest. This matrix shall be provided monthly on a confidential basis to (i) 

Milbank LLP, as counsel to the Creditors Committee and (ii) Baker & Hostetler LLP, as 

counsel to the Tort Claimants Committee.

14. To the extent applicable, pursuant to section 362(d)(1) of the Bankruptcy 

Code, the Debtors are authorized to enter into stipulations to lift the automatic stay with 

respect to eminent domain proceedings where PG&E is a defendant as necessary to 

effectuate the relief granted in this Order; provided, however, that nothing in this Order shall 

prevent any party from seeking relief from the automatic stay with respect to such eminent 

domain actions.

15. Nothing contained in this Order is intended to be or shall be construed as (a) 

an admission as to the validity of any claim against the Debtors, (b) a waiver of the Debtors’ 

or any appropriate party in interest’s rights to dispute any claim, or (c) an approval or 

assumption of any agreement, contract, program, policy, or lease under section 365 of the 

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Bankruptcy Code. Likewise any payment made pursuant to this Order is not intended to be 

and shall not be construed as an admission to the validity of any claim or a waiver of the 

Debtors’ rights to dispute such claim subsequently. 

16. Notwithstanding entry of this Order, nothing herein shall create, nor is 

intended to create, any rights in favor of or enhance the status of any claim held by, any 

party. 

17. Notice of the Motion satisfies the requirements of Bankruptcy Rule 6004(a).

18. Notwithstanding the provisions of Bankruptcy Rules 4001 and 6004(h), this 

Order shall be immediately effective and enforceable upon its entry.

19. The Debtors are authorized to take all actions necessary to effectuate the relief 

granted in this Order in accordance with the Motion.

20. This Court retains exclusive jurisdiction with respect to all matters arising 

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

** END OF ORDER** 

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