DEBTORS’ MOTION TO FILE 

FEE LETTERS UNDER SEAL

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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice pending) 

(stephen.karotkin@weil.com) 

Jessica Liou (pro hac vice pending) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice pending) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

CRAVATH, SWAINE & MOORE LLP 

Paul H. Zumbro (pro hac vice pending) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice pending) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice pending) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019 

Tel: 212 474 1000 

Fax: 212 474 3700 

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,

Debtor. 

Tax I.D. No. 94-3234914 

Case Nos. 19 -30088 (DM) 

 19 -30089 (DM) 

Chapter 11 

MOTION OF DEBTORS PURSUANT TO 

BANKRUPTCY CODE SECTIONS 105(A) AND 

107(B) AND BANKRUPTCY RULE 9018 FOR 

ENTRY OF AN ORDER AUTHORIZING THE 

FILING UNDER SEAL OF THE PROPOSED 

DEBTOR-IN-POSSESSION FINANCING FEE 

LETTERS 

Date: 

Time: 

Place: 

In re: 

PACIFIC GAS AND ELECTRIC COMPANY,

Debtor. 

Tax I.D. No. 94-0742640 

Case: 19-30088 Doc# 25 Filed: 01/29/19 Entered: 01/29/19 02:36:59 Page 1 of 8
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DEBTORS’ MOTION TO FILE 

FEE LETTERS UNDER SEAL

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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 sections 105(a) and 107(b) of title 11 of the United States Code (the 

“Bankruptcy Code”), Rule 9018 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), Rule 1001-2(a) of the Bankruptcy Local Rules for the United States District Court for the 

Northern District of California (the “Bankruptcy Local Rules”) and the New District Wide 

Procedures for Electronically Filing Sealed and Redacted Documents adopted by the United States 

Bankruptcy Court for the Northern District of California (the “Local Procedures”), for entry of an 

order (i) authorizing the Debtors to file under seal Fee Letters (as defined below) related to the 

Motion of Debtors Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364 and 507, and Fed. R. Bankr. 

P. 2002, 4001, 6004 and 9014 for Interim and Final Orders (I) Authorizing the Debtors to Obtain 

Senior Secured, Superpriority, Postpetition Financing, (II) Granting Liens and Superpriority 

Claims, (III) Approving Use of Cash Collateral of Prepetition Bridge Secured Parties, 

(IV) Granting Adequate Protection to Prepetition Bridge Secured Parties and (V) Scheduling Final 

Hearing (the “DIP Financing Motion”),1 filed contemporaneously herewith, and (ii) directing that 

the Fee Letters shall remain under seal and confidential and not be made available to anyone 

without the consent of the Debtors and the other parties to the Fee Letters or further order from the 

Court. The Debtors propose providing the Fee Letters to the Office of the United States Trustee 

for the Northern District of California (the “U.S. Trustee”) on a strictly confidential basis and to 

counsel and financial advisors to any statutory committee appointed in the Chapter 11 Cases on a 

strictly confidential and “professionals’ eyes only” basis. 

A proposed form of order granting the relief requested herein is being uploaded 

concurrently herewith in accordance with the Local Procedures (the “Proposed Order”). 

 

1

 Capitalized terms used but not defined in this Motion shall have the meaning used in the DIP Financing Motion. 

Case: 19-30088 Doc# 25 Filed: 01/29/19 Entered: 01/29/19 02:36:59 Page 2 of 8
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DEBTORS’ MOTION TO FILE 

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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 Bankruptcy Local Rule 5011-1(a). 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 the date hereof (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, examiner, or statutory committee of creditors has been 

appointed in either of the Chapter 11 Cases. 

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 Declaration of Jason P. Wells, Senior Vice President and Chief Financial Officer 

of PG&E Corp., filed contemporaneously herewith in support of the Debtors’ chapter 11 petitions 

and related first day relief (the “Wells Declaration”). 

III. FACTS SPECIFIC TO RELIEF REQUESTED 

Contemporaneously herewith, the Debtors have filed the DIP Financing Motion 

seeking authority to, among other things, obtain postpetition financing in accordance with the terms, 

and subject to the conditions of, the DIP Credit Agreement, the other DIP Loan Documents and the 

interim and final orders with respect to the DIP Financing Motion. As set forth in the DIP Financing 

Motion, the Debtors secured a commitment from a group of lenders (the “Commitment Parties”) to 

provide $5.5 billion secured, superpriority postpetition financing facilities (the “DIP Facilities”) that 

will enable the Debtors to fund their operations, develop a restructuring plan, and emerge from 

chapter 11, while continuing to provide safe and reliable gas and electric service to their millions of 

customers throughout California. 

Case: 19-30088 Doc# 25 Filed: 01/29/19 Entered: 01/29/19 02:36:59 Page 3 of 8
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DEBTORS’ MOTION TO FILE 

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As consideration for this commitment, the Debtors have agreed to certain fee 

arrangements and other economic terms and other confidential commercial information set forth in the 

following agreements (together, the “Fee Letters”): 

i. Fee Letter, dated as of January 21, 2019, by and among the Utility and J.P. 

Morgan Securities LLC and acknowledged by Merrill Lynch, Pierce, Fenner 

& Smith Incorporated, Barclays Bank PLC and Citigroup Global Markets 

Inc.; and 

ii. Fee Letter, dated as of January 21, 2019 (the “Underwriting Fee Letter”), by 

and among the Utility, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, 

Fenner & Smith Incorporated, Barclays Bank PLC and Citigroup Global 

Markets Inc. 

(Kurtz Decl. ¶ 5.) In addition, the Underwriting Fee Letter contains “market flex” provisions, which 

describe permitted modifications to the DIP Facilities in the interest of achieving a successful 

syndication of the Commitment Parties’ commitments, a customary feature of any broadly 

syndicated committed financing. (Id. ¶ 5.) 

As each of the Fee Letters includes sensitive and confidential commercial information, 

the Debtors and Commitment Parties agreed that the Fee Letters would not be publicly disclosed. 

(Id. ¶ 6.) The Commitment Parties have, however, consented to the Debtors filing the Fee Letters 

under seal with the Court and providing the Fee Letters to (i) the U.S. Trustee on a strictly confidential 

basis and (ii) counsel and financial advisors to any statutory committee appointed in the Chapter 11 

Cases on a strictly confidential and “professionals’ eyes only” basis. (Id.) 

IV. BASIS FOR RELIEF REQUESTED 

Section 105(a) of the Bankruptcy Code empowers the Court to “issue any order . . . that 

is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). Section 107(b) 

further provides: 

On request of a party in interest, the bankruptcy court shall, and on the bankruptcy 

court’s own motion, the bankruptcy court may— 

Case: 19-30088 Doc# 25 Filed: 01/29/19 Entered: 01/29/19 02:36:59 Page 4 of 8
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DEBTORS’ MOTION TO FILE 

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(1) Protect any entity with respect to a trade secret or confidential research, 

development, or commercial information. 

11 U.S.C. § 107(b) (emphasis added). Some courts have emphasized, parsing the language of 107(b) 

(namely, the word “shall”), that once the court determines that the information the moving party seeks

to protect falls within one of the categories enumerated in 107(b), it “has no discretion to deny” the

protection sought. Video Software Dealers Ass’n v. Orion Pictures Corp., 21 F.3d 24, 27 (2d Cir. 

1994). Also, section 107(b) expressly authorizes the court to grant protection, where warranted, to the 

confidential commercial information of “any entity.” 11. U.S.C. § 107(b). Unlike its counterpart in 

Rule 26(c) of the Federal Rules of Civil Procedure, section 107(b) of the Bankruptcy Code does not 

require an entity seeking protection to demonstrate “good cause.” Id. at 28. Indeed, an entity seeking 

protection under section 107(b) only needs to show “that the information it [seeks] to seal [is] 

‘confidential’ and ‘commercial’ in nature.” Id. at 27. Commercial information has been defined as

information would produce “an unfair advantage to competitors by providing them information as to 

the commercial operations” of the entity seeking protection. In re Itel Corp., 17 B.R. 942, 944 (9th 

Cir. B.A.P. 1982). Significantly, commercial information need not rise to the level of a trade secret to 

warrant section 107(b)’s protection. See Orion Pictures Corp., 21 F.3d at 28 (finding that “§ 107(b) 

is carefully drafted to avoid merging ‘trade secrets’ with ‘confidential commercial information’”). 

The Bankruptcy Rules similarly authorize the Court to “make any order which justice 

requires (1) to protect the estate or any entity in respect of a trade secret or other confidential research, 

development, or commercial information.” Fed. R. Bankr. P. 9018 (emphasis added). Finally, Local 

Procedures require that a request for seal is narrowly tailored to sealable materials. New District Wide 

Procedures For Electronically Filing Sealed and Redacted Documents. Because the Fee Letters 

contain confidential commercial information within the scope of section 107(b), this Court should 

grant the Debtors’ request. 

The Fee Letters are the product of arm’s length, extensive and good faith negotiations, 

and public disclosure of the Fee Letters would likely cause substantial harm to the Debtors and the 

Commitment Parties and create an unfair advantage for competitors of the Commitment Parties. The 

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Fee Letters contain highly sensitive commercial information that the Debtors and Commitment Parties 

have agreed should remain confidential. (See Kurtz Decl. ¶ 5.) These terms, which include fees 

payable to the Commitment Parties and market flex terms, are typically not disclosed publicly per the 

customs of the financial industry. (Id.) Disclosure of this information would put the Commitment 

Parties at a distinct competitive disadvantage by constraining their ability to negotiate fees in future 

transactions. Further, because debtor-in-possession financings are only a small fraction of all 

syndicated financings arranged by the Commitment Parties, requiring them to disclose certain 

information concerning their fees in this context but not in others could have a “chilling effect” that 

discourages them and other competitor institutions from providing debtor-in-possession financing 

facilities on terms favorable to debtors-in-possession. Finally, broad disclosure of the fees coupled

with the market flex provisions could jeopardize the Debtors’ ability to obtain the DIP Facilities on 

the best terms available for their estates—armed with knowledge of such terms, prospective lenders 

could insist on the maximum market flex that the Debtors would be obligated to accept in accordance 

with the terms of the Fee Letters. See id. ¶ 5; cf. In re Farmland Industries, Inc., 290 B.R. 364 (Bankr. 

W.D. Mo. 2003) (holding that information regarding timelines established by a DIP credit agreement 

for the marketing and sale of debtors’ assets was “commercial information” warranting seal because 

disclosure would hamper debtors in sale negotiations). 

It is a widespread practice for courts to authorize the filing of similar confidential 

financing information under seal. See, e.g., Velocity Holding Company, Inc., Case No. 17-12442 

(KJC) (Bankr. D. Del. Nov. 30, 2017) (D.I. 116) (authorizing debtors to file DIP financing fee letters

under seal); GST Autoleather, Inc., Case No. 17-12100 (LSS) (Bankr. D. Del. Oct. 5, 2017) (D.I. 72) 

(authorizing debtors to file under seal DIP financing commitment and fee letters); In re Alpha Natural 

Res., Inc., Case No. 15-33896 (KRH) (Bankr. E.D. Va. Sept. 17, 2015) (D.I. 472) (authorizing debtors 

to file DIP financing fee letters under seal); In re Tuscany Int’l Holdings (U.S.A.) Ltd., Case No. 14-

10193 (KG) (Bankr. D. Del. Feb. 4, 2014) (D.I. 50) (granting debtors’ request to file exit financing 

commitment fee letters under seal); In re the Great Atl. & Pac. Tea Co., Case No. 10-24549 (RDD) 

(Bankr. S.D.N.Y. Jan. 18, 2012) (D.I. 3184) (authorizing debtors to file DIP financing fee letters under 

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seal); In re Newpage Corp., Case No. 11-12804 (KG) (Bankr. D. Del. Sep. 8, 2011) (D.I. 78) 

(authorizing the debtors file under seal DIP agreement fee letters). 

The Debtors and the Commitment Parties fully acknowledge the paramount importance 

of the policy of open access to courts underlying section 107(a)—“[e]xcept as provided in subjections 

(b) and (c) and subject to section 112, a paper filed in a case under this title and the dockets of a 

bankruptcy court are public records open to examination by an entity at reasonable times without 

charge.” 11 U.S.C. § 107(a); see also Kurtz Decl. ¶ 7. In this spirit, the Debtors will file the 

Fee Letters with the Court under seal according to the Local Procedures and propose to share copies 

of the Fee Letters with (i) the U.S. Trustee on a strictly confidential basis and (ii) counsel and financial 

advisors to any statutory committee appointed in the Chapter 11 Cases on a strictly confidential and 

“professionals’ eyes only” basis. 

V. 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) the Debtors’ fifty (50) largest 

unsecured creditors on a consolidated basis; (iii) the Securities and Exchange Commission; (iv) the Internal 

Revenue Service; (v) the Office of the California Attorney General; (vi) the California Public Utilities 

Commission; (vii) the Nuclear Regulatory Commission; (viii) the Federal Energy Regulatory Commission; 

(ix) the Office of the United States Attorney for the Northern District of California; (x) counsel for the 

agent under the Debtors’ proposed debtor in possession financing facilities; and (xi) those persons who 

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

2002. Based on the urgency of the circumstances surrounding this Motion and the nature of the relief 

requested herein, the Debtors respectfully submit that no further notice is required. 

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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 the relief 

requested herein and such other and further relief as the Court may deem just and appropriate. 

Dated: January 29, 2019 CRAVATH, SWAINE & MOORE LLP

 WEIL, GOTSHAL & MANGES LLP 

 KELLER & BENVENUTTI LLP 

By: /s/ Tobias S. Keller 

 Tobias S. Keller 

Proposed Attorneys for Debtors and Debtors in 

Possession 

Case: 19-30088 Doc# 25 Filed: 01/29/19 Entered: 01/29/19 02:36:59 Page 8 of 8