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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,

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). 

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11 

(Lead Case) 

(Jointly Administered)

DECLARATION OF ROBB C. 

McWILLIAMS IN SUPPORT OF 

DEBTORS’ NOTICE OF PROPOSED 

TREATMENT OF RECLAMATION CLAIMS

Case: 19-30088 Doc# 2790 Filed: 06/28/19 Entered: 06/28/19 16:14:00 Page 1 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Pursuant 28 U.S.C. § 1746, I, Robb C. McWilliams, hereby declare as follows:

I am a Managing Director at the firm of AlixPartners, LLP (“AlixPartners”), an affiliate 

of AP Services, LLC (“APS”), which, pursuant to an order of the Court dated April 9, 2019 [Docket 

No. 1299], provides interim management services to PG&E Corporation and Pacific Gas and Electric 

Company, as debtors and debtors-in-possession (collectively, “PG&E” or the “Debtors”) in the abovecaptioned cases (the “Chapter 11 Cases”). I submit this Declaration in support of the Debtors’ Notice 

of Proposed Treatment of Reclamation Claims (the “Reclamation Notice”), filed contemporaneously 

hereto.1

In my current position with AlixPartners, I am responsible for assisting the Debtors with 

various matters related to these Chapter 11 Cases, including reviewing and assessing the validity of 

Asserted Reclamation Claims (as defined below). I am generally familiar with the Debtors’ day to day 

operations, financing arrangements, business affairs, and books and records. Except as otherwise 

indicated herein, all facts set forth in this Declaration are based either upon my personal knowledge, 

the knowledge of other APS professionals working under and alongside me on this matter, my 

discussions with other members of the Debtors’ management team, the Debtors’ various other advisors

and counsel, and my review of relevant documents and information prepared by the Debtors. If called 

upon to testify, I would testify competently to the facts set forth in this Declaration. I am authorized to 

submit this Declaration on behalf of the Debtors. 

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”). Pursuant to 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,” 

 1 Capitalized terms used, but not otherwise defined, herein shall have the same meanings ascribed to 

such terms in the Reclamation Notice. 

Case: 19-30088 Doc# 2790 Filed: 06/28/19 Entered: 06/28/19 16:14:00 Page 2 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

and, collectively, the “Requesting Sellers”), each of which is listed on the schedule annexed as 

Exhibit A to the Reclamation Notice.

2

In accordance with the Reclamation Procedures, the Debtors contemporaneously 

herewith have filed the 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 assessing the validity of the Asserted Reclamation Claims, I, other APS professionals,

or employees of the Debtors reviewed each Reclamation Demand, including any supporting 

documentation provided, and the Debtors’ books and records, and corresponded with Requesting 

Sellers as necessary, to determine whether each Asserted Reclamation Claim satisfied the requirements 

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

After reviewing the foregoing, it has been determined that, certain Reclamation Claims

(or portions thereof) were made in accordance with the requirements of the Bankruptcy Code and the 

Reclamation Procedures and are, therefore, valid (collectively, the “Proposed Valid Reclamation

Claims”). Accordingly, as set forth in the Reclamation Notice, the Debtors are requesting that each 

such Proposed Valid Reclamation Claim 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

to the Reclamation Notice; 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.

In addition, after reviewing their books and records, 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 to the Reclamation Notice:

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

Reclamation Period. It is my understanding that section 546(c) of the Bankruptcy Code 

limits the reclamation rights of sellers of goods that render certain Asserted Reclamation 

 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# 2790 Filed: 06/28/19 Entered: 06/28/19 16:14:00 Page 3 of

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Claims invalid, at least in part. As set forth on Exhibit A to the Reclamation Notice,

certain of the Asserted Reclamation Claims 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. It is my understanding that 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”). As set forth on Exhibit A to 

the Reclamation Notice, one of the Reclamation Demands was not received by the 

Debtors until May 7, 2019, well after the Reclamation Deadline. Accordingly, that 

Asserted Reclamation Claim is invalid.3

(iii) The Asserted Reclamation Claim is not for goods. As set forth on Exhibit A to the 

Reclamation Notice, certain of the Asserted Reclamation Claims seek in part to reclaim

amounts for services, freight, taxes, or similar charges, rather than for goods. It is my 

understanding that reclamation rights arise, however, only in connection with the sale of 

goods. Accordingly, those portions of the Asserted Reclamation Claims on Exhibit A

that seek to reclaim non-goods 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. It is my 

understanding that 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. Accordingly, as it has been explained to me, 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. I further understand that, 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. Certain of the Asserted Reclamation Claims set forth on 

Exhibit A include some portion seeking to reclaim goods that were not identifiable or 

that were not in the Debtors’ possession on the date the Reclamation Demand was 

received. Accordingly, those portions of the Asserted Reclamation Claims on Exhibit A

are invalid.

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

Asserted Reclamation Claim. Certain of the 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, the portions of those Asserted Reclamation Claims for which the 

 3 The Debtors considered three other demands that were received within one or two days of the 

Reclamation Deadline as being timely filed, but reserve all of their rights with respect thereto.

Case: 19-30088 Doc# 2790 Filed: 06/28/19 Entered: 06/28/19 16:14:00 Page 4 of

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Seller has not included sufficient information or documentation for the Debtors to 

evaluate the Asserted Reclamation Claims are invalid.

(vi) The Asserted Reclamation Claim was withdrawn or is satisfied. Certain of the 

Reclamation Demands seek to receive payment of amounts that have been withdrawn, 

satisfied prepetition, or satisfied pursuant to another Order of the Court. 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]. 

Accordingly, as set forth in the Reclamation Notice, the Debtors are requesting 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. Certain of the Asserted Reclamation Claims identified on Exhibit A to the 

Reclamation Notice assert amounts that differ from the amounts that the Debtors have 

recorded on their books as owed to the Requesting Vendor. As set forth in the 

Reclamation Notice, in these instances, the Debtors dispute the amount of the Asserted 

Reclamation Claim and are requesting that the Court allow the Asserted Reclamation 

Claim only in the amounts reflected in the Debtors’ books and records.

Accordingly, as set forth in the Reclamation Notice, the Debtors are requesting that each 

of the Asserted Reclamation Claims listed on Exhibit A to the Reclamation Notice be allowed, if at 

all, 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.”

Case: 19-30088 Doc# 2790 Filed: 06/28/19 Entered: 06/28/19 16:14:00 Page 5 of

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1 I declare under penalty of perjury that, to the best of my knowledge and after reasonable 

2 inquiry, the foregoing is true and correct. 

3 Executed this 28th day of June, 2019.�t�,. 

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Case: 19-30088 Doc# 2790 Filed: 06/28/19 Entered: 06/28/19 16:14:00 Page 6 of

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