DEBTORS’ MOTION WAIVING REQUIREMENTS TO 

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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

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 -_____ (___)

 19 -_____ (___)

Chapter 11

MOTION OF DEBTORS PURSUANT TO 11 U.S.C. 

§§ 105(a), 342(a), AND 521(a)(1) AND FED. R. 

BANKR. P. 1007 AND 2002 FOR ENTRY OF 

ORDER (I) WAIVING THE REQUIREMENTS TO 

FILE LISTS OF CREDITORS AND EQUITY 

HOLDERS AND GRANTING RELATED RELIEF; 

AND (II) AUTHORIZING AND APPROVING 

PROCEDURES FOR PROVIDING NOTICE OF 

THE COMMENCEMENT OF CHAPTER 11 CASES

Date:

Time:

Place:

In re: 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtor.

Tax I.D. No. 94-0742640

Case: 19-30088 Doc# 17 Filed: 01/29/19 Entered: 01/29/19 01:22:35 Page 1 of 8
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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), 342(a), and 521(a)(1) of title 11 of the United States Code (the “Bankruptcy Code”) 

and Rules 1007(a) and (d) and 2002(a), (d), and (f) of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), for entry of an order (i) waiving the requirements that the Debtors file lists 

of creditors and equity holders on the Petition Date (as defined below), as set forth in section 521(a)(1) 

of the Bankruptcy Code, Bankruptcy Rules 1007(a)(1) and (a)(3), and Amended General Order 13 

(the “General Order”) of the United States Bankruptcy Court for the Northern District of California 

(collectively, the “Notice Rules”); and (ii) authorizing the Debtors to implement certain procedures for 

the mailing and publication of the notice announcing the commencement of these Chapter 11 Cases and 

the meeting of creditors to be held pursuant to section 341 of the Bankruptcy Code (the “Notice of 

Commencement”).

A proposed form of order granting the relief requested herein is annexed hereto as Exhibit A

(the “Proposed Order”).

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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 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”). 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 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. BASIS FOR RELIEF REQUESTED

A. Waiving the Requirements to File Lists of Creditors and Equity Holders is 

Warranted

Pursuant to the Notice Rules, unless a debtor’s schedules of assets and liabilities are filed 

simultaneously with a chapter 11 petition, a debtor must file a list of creditors as of the Petition Date 

(the “List of Creditors”) with the petition. Similarly, Bankruptcy Rule 1007(a)(3) provides that “unless 

the court orders otherwise, the debtor must file within fourteen (14) days after entry of the order for relief 

a list of the debtor’s equity security holders of each class (the “List of Equity Holders”) showing the 

number and kinds of interests registered in the name of each holder, and the last known address or place 

of business for each holder.” Fed. R. Bankr. P. 1007(a)(3). The Debtors submit that waiving the 

requirements to file a List of Creditors and, for PG&E Corp., a List of Equity Holders is appropriate.

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Contemporaneously herewith, the Debtors have filed a motion requesting an extension of the 

time to file their schedules of assets and liabilities and statements of financial affairs (collectively, 

the “Schedules and Statements”), and, therefore, have not yet filed their Schedules and Statements with 

the Bankruptcy Court. Accordingly, without the relief requested herein, the Notice Rules would require 

the Debtors to each file a separate List of Creditors on the date hereof. The Debtors submit that waiving 

the requirement to file the List of Creditors is appropriate in these Chapter 11 Cases and is within the 

Bankruptcy Court’s equitable powers under section 105 of the Bankruptcy Code. 

The Debtors have filed an application to retain Prime Clerk LLC as their claims and noticing 

agent (the “Prime Clerk”) in these Chapter 11 Cases. Pursuant to section 156(c) of title 28 of the United 

States Code, the Court is empowered to use outside facilities or services to provide notices and other 

administrative information to parties in interest, if the costs are paid from the assets of the estates. Under 

the proposed Procedures (as defined and as set forth below) and pursuant to section 342(a) of the 

Bankruptcy Code and Bankruptcy Rules 2002(a) and (f), as soon as practicable after the Petition Date, 

the Debtors will furnish their consolidated List of Creditors to Prime Clerk so that Prime Clerk can mail 

the Notice of Commencement to creditors identified on the Debtors’ List of Creditors. Under these 

circumstances, the Debtors submit that the requirement that the List of Creditors be filed on the Petition 

Date should be waived. 

As set forth in the Wells Declaration, all of the outstanding common stock of the Utility is owned 

by PG&E Corp. This information is set forth in the List of Equity Holders filed as a part of the Utility’s 

chapter 11 petition. With respect to PG&E Corp., however, the Debtors submit that the requirement that 

it file a List of Equity Holders should be waived. PG&E Corp. is a public company and, as of October 

25, 2018, had 518,674,276 shares of common stock outstanding. The ownership of these shares changes 

daily, if not more frequently. The Debtors submit that preparing the List of Equity Holders with lastknown addresses will be expensive for the Debtors, time consuming, and difficult to accomplish quickly 

and accurately. The Debtors further submit that PG&E Corp.’s equity security holders will not be 

prejudiced if the List of Equity Holders is not filed. As set forth in the Procedures, such parties will 

receive appropriate notice of the commencement of these Chapter 11 Cases. Accordingly, the 

requirement that the Debtors file a List of Equity Holders for PG&E Corp. should be waived. 

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B. Proposed Procedures for Service of the Notice of Commencement

The Debtors propose the following procedures (the “Procedures”) with respect to service and 

publication of the Notice of Commencement:

Mailing of the Notice of Commencement 

Bankruptcy Rule 2002(a) provides, in pertinent part, that the “clerk, or some other person as the 

court may direct, shall give the debtor, the trustee, all creditors and indenture trustees at least 21 days’ 

notice by mail of . . . the meeting of creditors under § 341 or § 1104(b) of the Code.” Fed. R. Bankr. P. 

2002(a). Bankruptcy Rule 2002(f) provides that notice of the order for relief shall be provided to all 

creditors by mail. Furthermore, Bankruptcy Rule 2002(d) provides that, unless otherwise ordered by the 

Bankruptcy Court, the Debtors shall provide notice to all equity security holders of the order for relief 

and any section 341 meeting for shareholders. See Fed. R. Bankr. P. 2002(d). In light of the requirement 

to notify creditors and shareholders of the commencement of these Chapter 11 Cases and to notify 

creditors of the meeting of creditors under section 341 of the Bankruptcy Code (the “Section 341 

Meeting”), the Debtors seek authority to have Prime Clerk undertake the mailing of the Notice of 

Commencement, substantially in the form annexed as Exhibit 1 to the Proposed Order, to the creditors 

listed on the Debtors’ consolidated List of Creditors.

For purposes of this Motion, the Debtors have not included their 16 million customers or their 

nearly 24,000 employees as creditors on the List of Creditors (other than any customers or employees 

that may otherwise be creditors (e.g., litigation claimants)) and do not believe that the Notice Rules 

require the Debtors to provide the Notice of Commencement to such parties. Moreover, Prime Clerk 

estimates that the cost of mailing the Notice of Commencement to such parties via traditional first class 

mail would increase the cost of preparing and mailing the Notice of Commencement by approximately 

$9.4 million. Nevertheless, employees will be made aware of the commencement of these Chapter 11 

Cases through customary employee communication channels that the Debtors have historically utilized. 

Additionally, given the extensive media coverage of these Chapter 11 Cases and the proposed 

publication procedures described below, the Debtors believe that their customers will also be adequately 

informed regarding the commencement of these Chapter 11 Cases.

As set forth above, as PG&E Corp. is a public company, the ownership of its shares changes on 

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a daily, if not more frequent, basis. Accordingly, serving the Notice of Commencement on holders of 

PG&E Corp.’s equity interests by mail also would be a very costly undertaking and not necessarily very 

effective. Further, it is highly likely that PG&E Corp.’s equity security holders will learn of these 

Chapter 11 Cases through the financial press, the extensive publication proposed by the Debtors below, 

as well as the Debtors’ reporting with the United States Securities and Exchange Commission. 

Accordingly, the requirement that the Debtors provide the Notice of Commencement to holders of equity 

interests in PG&E Corp. should be waived, as authorized by Bankruptcy Rule 2002(d).

Publication of the Notice of Commencement

In addition to providing the Notice of Commencement to the Debtors’ creditors asset forth above, 

the Debtors propose to publish, as soon as practicable, the Notice of Commencement, substantially in 

the form attached to the Proposed Order (i) once in the national editions of the Wall Street Journal and 

USA Today, and (ii) once in each of the Los Angeles Times, San Francisco Chronicle, The Bakersfield 

Californian, The Fresno Bee, The Modesto Bee, The Sacramento Bee, The Santa Rosa Press Democrat, 

The San Jose Mercury News, The East Bay Times, The Stockton Record, the Paradise Post, and the 

Chico Enterprise-Record. The Debtors also propose to post the Notice of Commencement on the website 

to be established by Prime Clerk and on the Debtors’ website. The Bankruptcy Court has authority under 

Bankruptcy Rule 2002(l) to “order notice by publication if it finds that notice by mail is impracticable 

or that is it desirable to supplement the notice.” Fed. R. Bankr. P. 2002(l). Publication of the Notice of 

Commencement as proposed above is the most practical method by which to notify customers,

employees and equity holders who do not receive the Notice of Commencement by mail and other parties 

in interest of the commencement of these Chapter 11 Cases. Notice by publication also will ensure an 

efficient use of estate resources.

As stated, the applicable Notice Rules permit the authorization of the relief requested herein and, 

in addition, the Bankruptcy Court has the authority under section 105(a) of the Bankruptcy Code to 

authorize the relief requested herein, because such relief is necessary for the Debtors to carry out their 

fiduciary duties under section 1107(a) of the Bankruptcy Code. Section 105(a) of the Bankruptcy Code 

provides, in pertinent part, that “[t]he Court may issue any order, process, or judgment that is necessary 

or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). Section 1107(a) of the 

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Bankruptcy Code “contains an implied duty of the debtor in possession” to “protect and preserve the 

estate, including an operating business’ going concern value,” on behalf of the debtor’s creditors and 

other parties in interest. In re CEI Roofing, Inc., 315 B.R. 50, 59 (Bankr. N.D. Tex. 2004) (quoting In re 

CoServ, L.L.C., 273 B.R. 487, 497 (Bankr. N.D. Tex. 2002)); see also Unofficial Comm. of Equity 

Holders v. McManigle (In re Penick Pharm., Inc.), 227 B.R. 229, 232 33 (Bankr. S.D.N.Y. 1998) 

(“[U]pon filing its petition, the Debtor became debtor in possession and, through its management . . . 

was burdened with the duties and responsibilities of a bankruptcy trustee.”). The Debtors submit that 

implementation of the Procedures and the other relief requested herein is appropriate in these Chapter 

11 Cases and well within the Bankruptcy Court’s authority.

IV. 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.

No previous request for the relief sought herein has been made by the Debtors to this or any other 

court.

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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

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# 17 Filed: 01/29/19 Entered: 01/29/19 01:22:35 Page 8 of 8