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Dennis F. Dunne (admitted pro hac vice) 

Samuel A. Khalil (admitted pro hac vice) 

MILBANK LLP 

55 Hudson Yards 

New York, New York 10001-2163 

Telephone: (212) 530-5000 

Facsimile: (212) 530-5219 

and 

Gregory A. Bray (SBN 115367) 

Thomas R. Kreller (SBN 161922) 

MILBANK LLP 

2029 Century Park East, 33rd Floor 

Los Angeles, CA 90067 

Telephone: (424) 386-4000 

Facsimile: (213) 629-5063 

Counsel for the Official Committee 

of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

-andPACIFIC 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) 

ORDER AUTHORIZING THE 

OFFICIAL COMMITTEE OF 

UNSECURED CREDITORS TO 

RETAIN AND EMPLOY FTI 

CONSULTING, INC. AS FINANCIAL 

ADVISOR NUNC PRO TUNC TO 

FEBRUARY 12, 2019 

Date: May 22, 2019 

Time: 9:30 a.m. 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Signed and Filed: May 24, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

May 28, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 2252 Filed: 05/24/19 Entered: 05/28/19 16:57:19 Page 1 of

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 Upon consideration of the Application of the Official Committee of Unsecured Creditors for 

Entry of an Order Pursuant to 11 U.S.C. §§ 328(a) and 1103 and Fed. R. Bankr. P. 2014(a) for 

Authorization to Retain and Employ FTI Consulting, Inc. as Financial Advisors Nunc Pro Tunc to 

February 12, 2019 (the “Application”)1 of the Official Committee of Unsecured Creditors (the 

“Committee”) appointed pursuant to section 1102 of title 11 of the United States Code §§ 101 et seq. 

(the “Bankruptcy Code”) in these chapter 11 cases (the “Chapter 11 Cases”) of the above captioned 

debtors and debtors in possession (collectively, the “Debtors”) for entry of an order pursuant to sections 

330, 331 and 1103 of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”) authorizing the retention and employment of FTI Consulting, 

Inc. (together with its wholly owned subsidiaries, contractors and employees, “FTI”) nunc pro tunc to 

February 12, 2019; and the Court having found that the Court has jurisdiction over this matter pursuant 

to 28 U.S.C. §§ 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 

U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the Application in 

this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and notice of the Application having 

been given as provided in the Application, and such notice having been adequate and appropriate under 

the circumstances, and it appearing that no other or further notice need be provided; and the Court 

having reviewed the Application and having heard the statements in support of the relief requested 

therein at a hearing, if any, before the Court; and all objections, if any, to the relief requested in the 

Application having been withdrawn, resolved or overruled by the Court; and this Court having found 

and determined that the relief sought in the Application is in the best interests of the Debtors, their 

estates, creditors, shareholders and all parties in interest; and that the legal and factual bases set forth 

in the Application establish just cause and satisfaction of the statutory requirements for the relief 

granted herein; and after due deliberation and sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1 . The Application is GRANTED as set forth herein; 

 

1

 Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Application. 

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2. The Committee is authorized to employ FTI as financial advisors nunc pro tunc to 

February 12, 2019, in accordance with the terms set forth in the Application, without the need for any 

further action on the part of FTI or the Committee to document such retention. 

3. The Debtors shall be bound by the indemnification, contribution, and reimbursement 

provisions below and will indemnify and hold harmless FTI, subject, during the pendency of these 

chapter 11 cases, to the following: 

(a) Subject to the provisions of subparagraphs (b) and (c) below and approval of 

the Court, the Debtors are authorized to indemnify, and shall indemnify, FTI 

for any claims arising from, related to, or in connection with FTI's engagement 

under this Application, but not for any claim arising from, related to, or in 

connection with FTI’s post-petition performance of any other services other 

than those in connection with the engagement, unless such post-petition 

services and indemnification therefore are approved by this Court; and 

(b) The Debtors shall have no obligation to indemnify FTI for any claim or expense 

that is either (i) judicially determined (the determination having become final) 

to have arisen primarily from FTI’s gross negligence, willful misconduct, fraud 

or negligence unless the Court determines that indemnification would be 

permissible pursuant to In re United Artists Theatre company, et al., 315 F.3d 

217 (3d Cir. 2003), or (ii) settled prior to a judicial determination as to FTI's

gross negligence, willful misconduct, fraud or negligence, but determined by 

this Court, after notice and a hearing, to be a claim or expense for which FTI is 

not entitled to receive indemnity under the terms of this Application; and 

(c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in 

these cases (that order having become a final order no longer subject to appeal), 

and (ii) the entry of an order closing these chapter 11 cases, FTI believes that it 

is entitled to the payment of any amounts by the Debtors on account of the 

Debtors’ indemnification obligations under this Application, including, without 

limitation, the advancement of defense costs, FTI must file an application in 

this Court, and the Debtors may not pay any such amounts to FTI before the 

entry of an order by this Court approving the payment. This subparagraph (c) 

is intended only to specify the period of time under which the Court shall have 

jurisdiction over any request for fees and expenses by FTI for indemnification, 

and not as a provision limiting the duration of the Debtors’ obligation to 

indemnify FTI. 

4. FTI shall be compensated in accordance with, and will file, interim and final fee 

applications for allowance of its compensation and expenses and shall be subject to sections 330 

and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules for the United 

States Bankruptcy Court for the Northern District of California, the Guidelines for Reviewing 

Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by 

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Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines”)

the United States Bankruptcy Court Northern District of California Guidelines for Compensation and 

Expense Reimbursement of Professionals and Trustees, effective February 19, 2014 (the “Local Fee 

Guidelines” and, together with the U.S. Trustee Guidelines, the “Fee Guidelines”), and any further 

order of the Court.

5. FTI shall be reimbursed for reasonable and necessary expenses as provided by the Fee 

Guidelines. 

6. All compensation previously paid shall be subject to review by the Court if any objection 

is timely filed. 

7. To the extent there is any inconsistency between the terms of this Order, the Application, 

or the Star Declaration, the terms of this Order shall control. 

8. All compensation and reimbursement due to, and other rights of FTI, including, without 

limitation, indemnification obligations, shall be treated and allowed (subject to the compensation 

review procedures identified in this Order) as administrative expenses in accordance with section 503 

of the Bankruptcy Code. 

9. In the event FTI or its affiliates are required by subpoena or other legal process to 

produce any of their documents or their respective shareholders, members, managers, employees, 

agents, representatives, or subcontractors as witnesses with respect to FTI’s services for the Committee, 

the Debtors will reimburse FTI for its professional time and expenses, as well as the fees and expenses 

of FTI’s counsel, incurred in responding to such requests. 

10. The Committee is authorized and empowered to take all actions necessary to implement 

the relief granted in this Order. 

11. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 7062, or 9014, or 

otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon 

its entry. 

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12. This Court shall retain jurisdiction with respect to all matters arising from or related to 

the implementation or interpretation of this Order. During the pendency of these Chapter 11 Cases, 

this Court retains jurisdiction with respect to all matters arising from or related to the implementation 

of this Order. 

** END OF ORDER ** 

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