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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 DIVISION 

In re: 

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

Related Docket Ref: Docket No. 1777 

DEBTORS’ OMNIBUS REPLY IN 

FURTHER SUPPORT OF THE WILDFIRE 

ASSISTANCE PROGRAM MOTION 

Date: May 22, 2019 

Time: 9:30am (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

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: 19-30088 Doc# 2092 Filed: 05/20/19 Entered: 05/20/19 14:27:26 Page 1 of

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

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The Debtors submit this omnibus Reply in further support of their Motion Pursuant 

to 11 U.S.C. §§ 105(a) and 363(b) and Fed. R. Bankr. P. 2002 and 6004(h) for an Order (a) 

Authorizing Debtors to Establish and Fund Program to Assist Wildfire Claimants with Alternative 

Living Expenses and Other Urgent Needs and (b) Granting Related Relief [Docket No. 1777] (the 

“Assistance Motion”) 1 and in connection with the responses filed to the Assistance Motion.2

In a good faith effort to provide some immediate relief from circumstances arising 

from the 2017 and 2018 Northern California wildfires, the Debtors filed the Assistance Motion. 

Pursuant to the Assistance Motion, the Debtors are seeking to establish an independently 

administered fund in the aggregate amount of $105 million — with no commitment to fund 

additional amounts — to provide some assistance to defray the costs of substitute or temporary 

housing and other urgent needs of certain individuals who are either uninsured or still in need of 

assistance. The Debtors concluded that funding and establishing the Wildfire Assistance Program 

to aid those displaced by the 2017 and 2018 Wildfires represents a sound exercise of their business 

judgment. There is no representation by the Debtors in the Assistance Motion that the amount to 

 

1

 All capitalized terms used in this reply have the meanings assigned to them in the Assistance 

Motion, unless otherwise noted. 

2

 The Response to Debtors’ Motion Pursuant to 11 U.S.C. §§ 105(a) and 363(b) and Fed. R. 

Bankr. P. 2002 and 6004(h) for an Order (a) Authorizing Debtors to Establish and Fund Program 

to Assist Wildfire Claimants with Alternative Living Expenses and Other Urgent Needs and (b) 

Granting Related Relief [Docket No. 2011], the Official Committee of Tort Claimants’ Limited 

Joinder, Objection and Counter Motion to Debtors’ Wildfire Assistance Program Motion [Docket 

No. 2013] (the “TCC Objection”), the International Brotherhood of Electrical Workers, Local 

Union No. 1245’s Statement in Support and Further Response Regarding Motion Pursuant to 11 

U.S.C. §§ 105(a) and 363(b) and Fed. R. Bankr. P. 2002 and 6004(h) for an Order (a) 

Authorizing Debtors to Establish and Fund Program to Assist Wildfire Claimants with Alternative 

Living Expenses and Other Urgent Needs and (b) Granting Related Relief [Docket No. 2018], the 

Corrected Objection of the Official Committee of Unsecured Creditors to Motion of Debtors 

Pursuant to 11 U.S.C. § 105(a) and 363(b) and Fed. R. Bankr. P. 2002 and 6004(h) for an Order 

(a) Authorizing Debtors to Establish and Fund Program to Assist Wildfire Claimants with 

Alternative Living Expenses and Other Urgent Needs and (b) Granting Related Relief [Docket No. 

2041], the Joinder of the Ad Hoc Committee of Senior Unsecured Noteholders to Objection of the 

Official Committee of Unsecured Creditors to Debtors’ Wildfire Assistance Motion [Docket No. 

2058], and the Response of the United States Trustee to the Wildfire Assistance Program Motion 

(ECF No. 1777) and Reservation of Rights [Docket. No. 2068] (together, the “Responses”). 

Case: 19-30088 Doc# 2092 Filed: 05/20/19 Entered: 05/20/19 14:27:26 Page 2 of

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be funded pursuant to the Assistance Motion and outside of a chapter 11 plan will defray all of the 

costs that may be related to Alternative Living Expenses and other urgent needs of certain of the 

Wildfire Claimants. As a result, the Debtors stand willing and ready to establish the Wildfire 

Assistance Fund in the amount of $105 million on the terms set forth in the Assistance Motion. 

 The Official Committee of Tort Claimants (the “TCC”), however, has objected to 

the Assistance Motion and, in the same pleading, brought a cross motion (the “Cross-Motion”) 

seeking an order compelling the Debtors to increase the Wildfire Assistance Fund to $250 million, 

subject to unlimited replenishment. Notably, the TCC cites no legal authority to support the novel 

relief it is seeking because there is none.3 Further, to the extent that the Court would even entertain 

the relief sought by the TCC in the Cross-Motion, it should be set for hearing on appropriate notice, 

at a later date, with all parties in interest being afforded the opportunity to submit responsive 

pleadings. 

Lastly, contrary to the objections interposed by the Official Committee of 

Unsecured Creditors and other parties in interest, the Debtors believe that there is authority to grant 

the relief requested under the circumstances and that appropriate mechanisms exist to guard against 

claimants being paid twice in these Chapter 11 Cases. Indeed, claimants must account for any 

payments they have received on their claims when they file a proof of claim in these cases. 

The Debtors are open to the inclusion of an appropriate mechanism in the program 

that will help prevent the estates from inadvertently making duplicative payments to Wildfire 

Claimants, to giving both Committees limited consultation rights with the Administrator, or to 

making other reasonable changes to the parameters of the Wildfire Assistance Program. However, 

these parameters should not unduly delay the administration of the Wildfire Assistance Program or 

 

3

 The TCC’s reliance on the customary prayer for relief at the end of virtually every pleading that the 

moving party seeks “such other and further relief as the Court may deem just and appropriate” (TCC 

Objection at p. 11) to justify compelling the Debtors to increase the size of the fund, and the TCC’s 

reliance on the Restatement of Torts in an attempt to create administrative expense claims based 

exclusively on prepetition conduct, plainly epitomize the complete lack of substance of its legal 

argument that an increase in the fund can be compelled. 

Case: 19-30088 Doc# 2092 Filed: 05/20/19 Entered: 05/20/19 14:27:26 Page 3 of

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result in the incurrence of additional unnecessary expenses. The Debtors determined that an 

experienced, independent Administrator is best-equipped to implement the program and bring some 

relief to those affected in a fair but timely manner and are cautious of imposing too much 

conditionality upon the Wildfire Assistance Program or burdensome oversight on the 

Administrator. If the program becomes a complex, time-consuming “mini-claims” process, its 

purpose—to provide urgent relief to certain Wildfire Claimants most in need—will be defeated. 

Accordingly, the Debtors request that the Assistance Motion be granted, as 

proposed, that all objections in the Responses be overruled and that the TCC’s Cross-Motion be 

denied or a hearing thereon be deferred after appropriate notice. 

Dated: May 20, 2019 

 WEIL, GOTSHAL & MANGES LLP 

 KELLER & BENVENUTTI LLP

/s/ Stephen Karotkin

Stephen Karotkin

Attorneys for Debtors and Debtors in Possession

Case: 19-30088 Doc# 2092 Filed: 05/20/19 Entered: 05/20/19 14:27:26 Page 4 of

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