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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 

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE 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 & Electric Company

 Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

Case No. 19-30088 (DM)

Chapter 11 

(Lead Case)

(Jointly Administered)

DECLARATION OF GREGG M. FICKS IN 

SUPPORT OF APPLICATION PURSUANT 

TO 11 U.S.C. § 327(e) AND FED. R. BANKR. 

P. 2014(a) AND 2016 FOR ORDER

AUTHORIZING THE DEBTORS TO

COBLENTZ PATCH DUFFY & BASS LLP

AS SPECIAL COUNSEL NUNC PRO TUNC

TO THE PETITION DATE

Date: July 9, 2019 

Time: 9:30 a.m. (Pacific Time)

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Objection Deadline: July 2, 2019 at 4:00 p.m. (PT)

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I, Gregg M. Ficks, declare:

I am a partner at the law firm of Coblentz Patch Duffy & Bass LLP (“Coblentz” or 

the “Firm”), resident in Coblentz’s San Francisco office located at One Montgomery Street, Suite 

3000, San Francisco, CA 94104. I am a member in good standing of the State Bar of California, 

and of this Court. I submit this Declaration in connection with the accompanying Application1 of 

the above-captioned debtors and debtors in possession (collectively, “PG&E” or the “Debtors”), 

for an order, pursuant to section 327(e) of title 11 of the United States Code (the “Bankruptcy 

Code”) and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), approving the employment and retention of Coblentz as one of the 

Debtors’ special counsel effective nunc pro tunc to January 29, 2019 (the “Petition Date”). 

Unless otherwise stated in this Declaration, I have personal knowledge of the matters set forth 

herein.

To the extent any information disclosed herein requires subsequent amendment or 

modification upon Coblentz’s completion of further analysis or as additional information 

regarding creditors and other parties in interest becomes available to Coblentz, one or more 

supplemental declarations will be submitted to the Court reflecting the same.

COBLENTZ’S QUALIFICATIONS

Coblentz is a 125+ year old San Francisco-based law firm. Coblentz is a full-service law 

firm, but Coblentz’s qualifications described herein focus on the practice areas for which the 

Debtors intend to retain Coblentz. 

Coblentz’s real estate practice is one of the premier real estate practices in California. 

Coblentz has advised the Debtors on real estate matters for more than 30 years, including as 

primary outside real estate transactional counsel for the last 20 years. Coblentz has regularly 

represented the Debtors in the acquisition of improved and unimproved properties, the disposition 

of surplus properties, and the negotiation of all types of leases. Over the years, Coblentz also has 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such 

terms in the Application.

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handled unique assignments such as the retrofit of the Debtors’ headquarter buildings on Market 

Street, and more recently, the assemblage of parcels for the development of the state-of-the art gas 

training center in Winters. 

Since 2005, Coblentz also has served as primary outside counsel to Debtor Pacific Gas and 

Electric Company (the “Utility”) in the implementation of its Land Conservation Commitment 

(“LCC”) under which the Utility is undertaking to conserve approximately 140,000 acres of its 

watershed lands for a broad range of beneficial public values, including the protection of the 

natural habitat of fish, wildlife and plants, the preservation of open space, outdoor recreation by 

the general public, sustainable forestry, agricultural uses, and historic values. Approximately 100 

total transactions are anticipated. As of April 19, 2019, 39 transactions have closed. Ongoing 

compliance guidance is anticipated for closed transactions.

Coblentz’s white collar defense practice group is one of California’s premier practices in 

the field of internal investigations and defense of regulatory and civil enforcement matters. Its 

partner members, all of whom are former Assistant United States Attorneys in the United States 

Department of Justice, have conducted internal investigations concerning publicly held 

corporations, privately held corporations, and governmental entities across the United States and 

abroad, and have defended regulatory enforcement matters before the Securities and Exchange 

Commission, the Office of the Comptroller of the Currency, and the California Public Utilities 

Commission (the “CPUC”). Coblentz partner Sean Coyle has represented the Utility on 

regulatory enforcement and criminal matters for the last four-plus years.

Coblentz’s commercial and real property litigation practices are also among the strongest 

in California. Coblentz has represented commercial entities in a broad range of litigation disputes 

in courts throughout the state, and across the country. The firm has handled some of the most 

significant real property litigation matters in California in recent years, including California 

Environmental Quality Act (“CEQA”) matters, development disputes, and property tax matters.

Coblentz currently represents the Utility in an action against the California Department of 

Water Resources (the “DWR Matter”) in which the Utility seeks to recover expenses incurred 

when it had to relocate electric transmission facilities as a result of the Oroville Dam crisis in 

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2017. (This is a coordinated case proceeding in the Superior Court of Sacramento County, which 

includes lawsuits by other landowners affected by the Oroville Dam crisis.) Coblentz also 

represents the Utility in an “Order Instituting Investigation” regulatory enforcement action

(the ”Ex Parte OII Matter”) before the CPUC regarding alleged ex parte contacts between 

former of the Utility’s officers, employees, and consultants, and CPUC officials, regarding a 

number of CPUC proceedings in 2010-2014.

Additionally, having represented the Debtors for years in real estate, regulatory, litigation,

and similar matters, Coblentz and its applicable attorneys have acquired considerable knowledge 

of the Debtors’ business and operations. For the foregoing reasons, I believe Coblentz is wellqualified to represent the Debtors as special counsel in connection with the matters described 

herein during the pendency of these Chapter 11 Cases, and that Coblentz’s retention is in the best 

interests of the Debtors, their estates, and their creditors. 

SERVICES TO BE PROVIDED

III.SERVICES TO BE PROVIDED

Subject to Court approval, Coblentz will provide the following services to the Debtors:

1. Real Estate Purchase and Sale and Leasing.

a. Maintain and revise real estate transaction and lease forms for the Debtors.

b. Advise and represent the Debtors regarding potential and actual sales and 

acquisitions of real properties.

c. Draft and negotiate transactional real estate agreements, including 

post-closing agreements.

d. Review title, prepare title summaries and objection letters, and negotiate 

title policies and endorsements.

e. Prepare escrow instructions and coordinate closings.

f. Advise and represent the Debtors in connection with the creation of 

conservation easements.

g. Coordinate with environmental counsel regarding environmental issues.

h. Advise and represent the Debtors, as tenant(s), in connection with office, 

retail, warehouse, industrial, and yard leases.

i. Advise and represent the Debtors, as landlord(s), in connection with retail 

tenancies.

j. Advise and represent the Debtors in additional real estate and leasing 

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matters during the course of these Chapter 11 Cases.

2. Land Conservation Commitment.

a. Advise the Debtors regarding, and document, the development, preparation, 

negotiation, and finalization for each transaction.

b. Analyze and advise the Debtors regarding title, subdivision, and other 

property-specific issues.

c. Participate in implementation oversight by the Pacific Forest and Watershed 

Lands Stewardship Council, a non-profit corporation created to oversee and 

carry out the LCC.

d. Advise and assist with the Debtors’ requests for regulatory approval to 

FERC and the CPUC.

e. Coordinate transaction closings.

f. Advise and assist the Debtors regarding conservation compliance issues.

g. Coordinate and interface with co-counsel on specialized legal issues, e.g., 

tribal law, environmental law, governmental entity law, and water rights 

issues.

h. Advise and represent the Debtors in additional land conservation work 

during the course of these Chapter 11 Cases.

3. Litigation, Investigatory, and Regulatory Matters, Including the DWR Matter.

a. Propound and respond to written discovery and document 

demands/productions, and any related meet and confer and litigation.

b. Analyze key discovery materials for motion practice and trial.

c. Prepare for and attend depositions of the Utility’s witnesses and of other 

witnesses.

d. Contribute to case management submissions and attend case management 

conferences.

e. Attend hearings and trial planning conferences, including preparing court 

papers in conjunction therewith.

f. Prepare and oppose any motions for summary judgment or summary 

adjudication.

g. Prepare for and participate in trial and trial-related proceedings, 

submissions, and briefing.

h. Advise the Debtors regarding case management, discovery, and trial issues 

and strategies.

i. Advise and represent the Debtors in additional litigation, investigatory, and 

regulatory matters during the course of these Chapter 11 Cases.

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4. Representation of the Utility in the Ex Parte OII Matter.

a. Review and produce discovery materials, and a joint administrative 

evidentiary record.

b. Prepare written discovery responses and perform related research and 

investigation.

c. Participate in case management/meet and confer discussions with 

proceeding parties.

d. Attend status hearings.

e. Manage discovery disputes, and perform legal and factual research relating 

to such disputes.

f. Advise and participate in any settlement strategy, negotiations, and 

documentation, and any record submissions related thereto.

g. Prepare case submissions and prepare for and attend any hearings and 

evidentiary hearings.

h. Perform miscellaneous and case management work during the course of 

these Chapter 11 Cases.

Coblentz will perform other legal services as requested by the Debtors during the pendency 

of these Chapter 11 Cases, to the extent Coblentz agrees to perform such work. Coblentz will 

work with Weil, Gotshal & Manges LLP and the Debtors’ other professionals, as and if 

applicable, to maximize efficiency and avoid any duplication of effort.

SECTION 327(e) REQUIREMENTS AND COBLENTZ’S CONNECTIONS

Coblentz has undertaken procedures to enable it to comply with the requirements of the 

Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, 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 

Guidelines”), and the U.S. Trustee Guidelines for Reviewing Applications for Compensation and 

Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 

Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines,” and together with the Local 

Guidelines, the “Fee Guidelines”), and is prepared to comply with any further Orders of the Court 

in these Chapter 11 Cases regarding professional compensation and reimbursement of expenses 

(the “Orders”).

In accordance with these procedures, and in conjunction with the Application, I asked 

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Coblentz conflicts personnel to compare the names from the categories listed on Exhibit A hereto, 

based as a conflicts check list provided by Weil, Gotshal, Chapter 11 counsel to the Debtors, on or 

about March 4, 2019, which Weil, Gotshal updated and provided to Coblentz on or about April 16, 

2019, with a database containing the names of all Coblentz clients and former clients from the past 

ten years, including known affiliates of the listed entities or people as known to Coblentz. I and/or 

my partners made follow-up inquiries to various attorneys at Coblentz as appropriate upon 

receiving the conflicts report. I also distributed an email inquiry to all Coblentz attorneys, 

paralegals, and senior managers to inquire if they may have relevant connections, claims, or 

interests in these bankruptcy cases, and made follow-up inquiries as appropriate upon receipt of 

various responses.

For disclosure purposes, Coblentz identified the creditors or parties in interest, or affiliates 

of creditors or parties in interest, set forth on Exhibit B hereto, as parties that Coblentz or 

Coblentz attorneys have represented in at least the past ten years, and/or continue to represent. 

Coblentz expects to continue to represent these and probably other creditors and parties in interest

in matters unrelated to the Debtors or these Chapter 11 Cases during the course of these Chapter 

11 bankruptcy Cases. Additionally, Coblentz discloses that:

1) A paralegal in Coblentz’s corporate department is engaged to be married to 

someone who is employed by one or both of the Debtors as “Gas Superintendent, 

San Francisco & North Bay,” and that future spouse owns stock in one or both of 

the Debtors. 

2) A partner who will have a lead role on real estate matters for the Debtors under 

Coblentz’s retention herein is married to someone who owns 900 shares of one of 

both of the Debtors stock in the Coblentz partner’s spouse’s separate brokerage 

account.

3) About 17 years ago, before joining Coblentz, I participated in the representation of 

one or more water or irrigation districts in connection with a prior Pacific Gas and 

Electric Company bankruptcy case. I ceased representing that water district(s) no 

later than when I left my prior firm in 2002. I have not communicated with that 

water district(s) since that time. I have not maintained or obtained any confidential 

information regarding that representation or that water district(s) since that time, 

and I do not recall any confidential information regarding that representation or that 

water district(s). 

4) Coblentz represents the City of Oakland, California (the “City”) in a series of civil 

actions pending in Alameda County Superior Court arising from the Ghost Ship 

fire, titled Gregory et al. v. Chor Nar Siu Ng, et al. (Case No. RG 16843631 and 

related cases) (the “Oakland Warehouse Fire Litigation”). Debtor Pacific Gas 

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and Electric Company is a co-defendant in the Oakland Warehouse Fire Litigation. 

Should any adversity arise between the City and Debtor Pacific Gas and Electric 

Company in the Oakland Warehouse Fire Litigation, Coblentz will not advise or 

represent the City regarding any matters for which any such adversity has arisen, 

and the City will need to rely on other counsel to advise and represent it regarding 

any such matters should it require counsel.

5) Coblentz, and all or virtually all of its partners and employees, reside in Northern 

California. As such, this firm, and all or virtually all of its partners and employees, 

likely are direct or indirect customers of the Debtors.

6) Coblentz has business banking relationships with Wells Fargo Bank and Citibank, 

and maintains profit sharing/401(k) plans through Fidelity.

7) A former associate at Debtors’ bankruptcy counsel, Weil, Gotshal (Hannah Jones), 

who did some work in these Chapter 11 Cases on behalf of Debtors while at Weil,

Gotshal, will join Coblentz as an associate on or about July 1, 2019.

8) Coblentz has a pre-petition claim against the Debtors in the approximate sum of 

$295,566.27.

2

9) During the ninety (90) day period prior to the Petition Date (i.e., October 31, 2018 

through January 28, 2019), Coblentz received payments in the amount of 

$768,304.86 on invoices for pre-petition services performed for, and expenses 

incurred on behalf of, the Debtors. None of these services were for bankruptcy 

counsel to the Debtors.

10) As of the January 29, 2019 Petition Date, Coblentz held no advance payment 

retainer from the Debtors, and continues to not have or hold any retainer.

Insofar as I have been able to ascertain, based on the results of these review procedures, I 

believe neither Coblentz nor any partner or other attorney at Coblentz represents any entity or 

person in, or in connection with, these Chapter 11 Cases (other than the Debtors if the Application 

is granted) with respect to the matters upon which Coblentz is to be retained; and Coblentz and its 

partners and other attorneys do not hold or represent any interest adverse to the Debtors or to the 

estate with respect to the matters upon which Coblentz is to be retained.

In addition, to the best of my knowledge, information and belief, no partner or other 

attorney at Coblentz, is a relative of, or has been so connected to, any judge of the United States 

 2 This $295,566.27 pre-petition claim consists of the following approximate amounts: 

(A) $168,166.14 on unpaid invoices Coblentz issued pre-petition for pre-petition fees and 

expenses (including $31,154.15 for invoice(s) issued pre-petition, on which the Debtors issued 

payments to Coblentz pre-petition, but which payments did not clear the bank prior to the Petition 

Date, or at all); and (B) $127,400.13 for pre-petition fees and expenses that Coblentz had not yet 

billed prior to the Petition Date, but which were included in segregated/partial January, 2019 

invoices that Coblentz issued to the Debtors post-petition for their information.

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Bankruptcy Court for the Northern District of California, or to any appointee or employee of the 

Office of the United States Trustee for Region 17 (the “U.S. Trustee”). Accordingly, I submit 

that Bankruptcy Rule 5002 would not prohibit employment of Coblentz as special counsel for the 

Debtors in these cases.

Based on the foregoing, I believe Coblentz is qualified to serve as special counsel to the 

Debtors under section 327(e) of the Bankruptcy Code and to be paid from these estates, that 

Coblentz’s retention as special counsel in connection with the matters described herein is in the 

best interest of the Debtors, the estates, and their creditors, and that Coblentz’s retention should be 

approved under section 327(e) of the Bankruptcy Code.

Coblentz’s practices encompass the representation of many diverse clients, some of which 

may be or may become creditors or parties in interest in these bankruptcy cases. To the extent 

that, during the course of Coblentz’s employment in these Chapter 11 Cases, Coblentz discovers 

any facts materially bearing on matters described in this Declaration, Coblentz will supplement the 

information contained in this Declaration.

COMPENSATION

The pre-petition terms of Coblentz’s engagement by the Debtors are set forth in the PG&E 

Master Services Agreement updated January 2018, which is further incorporated by reference into 

periodic letters from Pacific Gas & Electric Company confirming Coblentz’s retention in 

connection with various new matters as they arise (collectively, the “Engagement Agreement”).

3

 

Coblentz has informed the Debtors that, subject to the approval of this Court, it will charge the 

Debtors for its legal services on an hourly basis at the rates set forth in the Engagement Agreement

for calendar year 2019 and for reimbursement of certain costs and expenses in accordance with the

terms of the Engagement Agreement. These hourly rates reflect discounts ranging from 

 3 In the Engagement Agreement, Coblentz agreed to charge the Debtors at stipulated discounted 

rates during 2018 and 2019. In addition, for land conservation commitment work for the Debtors, 

Coblentz provides a discount of 3 percent on fees collected in excess of $300,000 during a 

calendar year, up to and including $500,000, and a discount of 5 percent on fees collected in 

excess of $500,000 during a calendar year. Further, with respect to work other than real estate and 

land conservation commitment work, Coblentz agreed to a 5 percent discount to the Debtors on 

fees collected in excess of $1,000,000 during a calendar year.

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approximately 12 to 24 percent from Coblentz’s ordinary and customary hourly rates for attorneys 

in effect as of January 1, 2019. The average discount for partners is approximately 16 percent, the 

average discount for of counsel attorneys is approximately 15 percent, and the average discount 

for associates is approximately 18 percent. In the normal course of its business, Coblentz revises 

its hourly rates annually, typically on or about January 1 of each year. Coblentz will discuss any 

such rate increases with the Debtors, and will serve notice of such rate increases to the Debtors 

and the Office of the United States Trustee, before the rate increases take effect. Coblentz also 

will cause notice of the rate increases to be filed with the Court, if so required. Coblentz will bill 

for services in increments of a tenth of an hour (0.1) as required by the U.S. Trustee Guidelines. 

I believe that Coblentz’s rates are reasonable based upon its capabilities and are below the 

market range for comparable firms. The billing rates for the attorneys and paraprofessionals 

currently expected to have a material role in representing the Debtors are set forth below:

Real Estate/Land/Conservation Easement/Eminent Domain: 

Name Title Discounted 

Hourly Rate – 

2019

Barbara A. Milanovich Partner $648

Douglas C. Sands Partner $648

Harry O’Brien Partner $900

Scott Greenwood-Meinert Partner $472

Matt Bove Partner $725

Robert B. Hodil Of Counsel $520

Misti M. Schmidt Of Counsel $450

Joy Spezeski Associate $369

Daniel P. Barsky Associate $334

Leah P. Collins Associate $334

Michael Wilson Paralegal $302

Doug Larson Paralegal $284

Angie Brandt Paralegal $248

Gino Altamirano Paralegal $248

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Litigation, Including CPUC, Regulatory, and Investigative

Name Title Discounted 

Hourly Rate –

2019

Sean P. Coyle Partner $500

Jonathan R. Bass Partner $800

Charmaine Yu Partner $595

Gregg M. Ficks Partner $623

David (Duff) Beach Of Counsel $450

Mark Hejinian Associate $400

James McKee Associate $400

Foram Dave Associate $365

Yasmin L. Jayasuriya Paralegal $260

Vincent N. Doan Case Clerk $175

The hourly rates set forth above are consistent with or generally less than the rates that 

Coblentz charges other comparable clients for similar services, whether in or outside of chapter 

11, regardless of the location of the client or the court in which a matter is pending. The hourly 

rates listed above are appropriate and are generally less than (a) the rates that Coblentz charges for 

other similar types of representations, or (b) the rates that other counsel of similar expertise and 

experience would charge to do work similar to the work Coblentz will perform for the Debtors.

The expenses for which Coblentz may be reimbursed by the Debtors are limited by the 

Engagement Agreement. In accordance with the Engagement Agreement, unless otherwise agreed 

in advance, Coblentz cannot charge for secretarial services, library services, clerical support, 

learning or training costs, office supplies, postage, internal couriers, routine office photocopying, 

telecopying or fax, local telephone and cellular plans, filing, file indexing, bill preparation, staff 

overtime, word processing, computer assisted research (such as Lexis-Nexis, Westlaw and the 

like), and meals or snacks (unless while traveling).

Coblentz will charge such costs and expenses in accordance, and only to the extent 

consistent, with the Bankruptcy Local Rules, the applicable Guidelines promulgated by the U.S.

Trustee, and the Engagement Agreement.

Coblentz will apply for compensation for professional services rendered and 

reimbursement of expenses incurred in connection with its representation of the Debtors in 

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compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the 

Bankruptcy Rules, Local Rules, the Fee Guidelines, and (including to any extent modified by) 

Orders of the Court. In connection with any employment or interim or final fee application 

Coblentz files in these Chapter 11 Cases, Coblentz will make a reasonable effort to comply with 

the Fee Guidelines.

Coblentz does not share fees with any attorneys except to the extent permitted by section 

504 of the Bankruptcy Code.

RESPONSE TO U.S. TRUSTEE FEE GUIDELINE QUESTIONS

The following answer the questions in Section D.1 of the U.S. Trustee Guidelines:

1) Other than the discount provided for in the Engagement Agreement and noted 

above, Coblentz did not agree to any variations from, or alternatives to, its standard 

or customary billing arrangements for this engagement.

2) None of the professionals included in this engagement vary their rate based on the 

geographic location of the bankruptcy case.

3) Coblentz billed the Debtors for services rendered prior to the Petition Date in 

accordance with the rate schedule included in the Engagement Agreement, as these 

rates existed in 2018 through December 31, 2018. Starting January 1, 2019, 

Coblentz began charging rates in accordance with the 2019 rate schedule included 

in the Engagement Agreement, as they incurred in the ordinary course of 

Coblentz’s business. Coblentz’s billing rates and material financial terms have not 

changed post-petition.

4) Coblentz and the Debtors will discuss a staffing plan and budget for these matters

in connection with Coblentz’s initial fee application in this case.

Case: 19-30088 Doc# 2596 Filed: 06/18/19 Entered: 06/18/19 18:30:15 Page 12

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Pursuant to 2$ U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct to the best of my knowledge, information, and belief.

Dated: JuneJ, 2019

San Francisco, California

Case: 19-30088 Doc# 2596 Filed: 06/18/19 Entered: 06/18/19 18:30:15 Page 13

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