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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

&255(&7('FIRST INTERIM 

APPLICATION OF MILBANK LLP FOR 

ALLOWANCE AND PAYMENT OF 

COMPENSATION AND 

REIMBURSEMENT OF EXPENSES 

INCURRED AS COUNSEL TO THE 

OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS FOR THE PERIOD FROM 

FEBRUARY 12, 2019 THROUGH MAY 31, 

2019 

Date: September 25, 2019 

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

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 450 Golden Gate Avenue 

 San Francisco, CA 94102 

Re: Docket Nos.: 2219, 2707, 2950 & 3071

Objection Deadline: August 12, 2019, 

at 4:00 p.m. (PT)

 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).

Name of Applicant: Milbank LLP 

Authorized to Provide Professional Services to: Official Committee of Unsecured Creditors 

Date of Retention: April 29, 2019 nunc pro tunc to February 12, 

2019 

Time Period for which compensation 

and reimbursement are sought: February 12, 2019 through May 31, 2019 

Amount of Compensation sought as actual, 

reasonable, and necessary: $7,284,101.25 

Amount of Expense Reimbursement sought 

as actual, reasonable, and necessary: $225,980.03 

Total Compensation and Expenses 

Requested for Compensation Period: $7,510,081.28 

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This is a(n): ___ monthly _X_interim ___final application 

This is the first interim fee application filed by Milbank LLP in these cases. 

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Summary of Monthly Fee Statements for Compensation Period: 

 Requested Approved/ 

Pending Approval Holdback 

Fees (20%) 

Requested 

Fees 

Filing Period 

Covered 

Fees Expenses Fees 

(80%) 

Expenses 

(100%) 

First Monthly 

Fee Statement 

Docket No. 

2219 

 

Date Filed: 

5/24/19 

2/12/19 - 

2/28/19 $1,579,807.00 $17,428.27 $1,263,845.60 $17,428.27 $315,961.40 

Second 

Monthly Fee 

Statement 

Docket No. 

2707 

Date Filed: 

6/21/19 

3/1/10 - 

3/31/19 $2,154,205.25 $88,823.53 $1,723,364.20 $88,823.53 $430,841.05 

Third Monthly 

Fee Statement 

Docket No. 

Date Filed: 

7/12/19 

4/1/19 - 

4/30/19 $1,893,348.75 $65,490.56 $1,514,679.00 $65,490.56 $378,669.75 

Fourth Monthly 

Fee Statement 

 Docket No. 

Date Filed: 

7/18/19 

5/1/19 - 

5/31/19 

$1,656,740.25 $54,237.67 $1,325,392.20 $54,237.67 $331,348.05 

TOTALS: $7,284,101.25 $225,980.03 $5,827,281.00 $225,980.03 $1,456,820.25 

Summary of Any Objections to Monthly Fee Applications: No objections were filed with 

respect to the First or Second Monthly Fee Statements. See Certificates of No Objection [Docket 

Nos. 2565 and 2976]. The objection deadline with respect to the Third Monthly Fee Statement is 

August 2, 2019, and the objection deadline with respect to the Fourth Month Fee Statement is 

August 8, 2019.

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

&255(&7('FIRST INTERIM FEE APPLICATION OF MILBANK LLP 

FOR ALLOWANCE AND PAYMENT OF COMPENSATION AND 

REIMBURSEMENT OF EXPENSES INCURRED AS COUNSEL TO 

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD 

FROM FEBRUARY 12, 2019 THROUGH MAY 31, 2019 

TO THE HONORABLE DENNIS MONTALI 

UNITED STATES BANKRUPTCY JUDGE 

Milbank LLP (“Milbank”), counsel to the Official Committee of Unsecured Creditors (the 

“Committee”) of PG&E Corporation and Pacific Gas and Electric Company (collectively, the 

“Debtors”) in the above- captioned chapter 11 cases, hereby submits its first interim application 

(this “First Interim Application”), seeking entry of an order pursuant to: (i) sections 330 and 331 

of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy 

Code”); (ii) Rule 2016 of the Federal Rules of Bankruptcy Procedure (as amended, the 

“Bankruptcy Rules”); (iii) the Order Establishing Procedures for Interim Compensation and 

Reimbursement of Expenses for Professionals, dated February 15, 2012 [Docket No. 701] (the 

“Interim Compensation Order”); (iv) the Order Pursuant to 11 U.S.C. Section 1103(a) and Fed. 

R.Bankr. P.2014 and 2016 Authorizing the Retention and Employment of Milbank LLP as Counsel

for the Official Committee of Unsecured Creditors Effective as of February 12, 2019 [Docket No. 

1766] (the “Retention Order”); (v) the United States Trustee’s Guidelines for Reviewing 

Applications for Compensation and Reimbursement of Expenses by Attorneys in Larger Chapter 

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11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines”); (vi) the Bankruptcy Local 

Rules for the Northern District of California (the “Local Rules”); (vii) the Guidelines for 

Compensation and Expense Reimbursement of Professionals and Trustees for the Northern District 

of California, dated February 19, 2014 (the “Local Guidelines” and together with the U.S. Trustee 

Guidelines, the “Fee Guidelines”). 

By this First Interim Application, Milbank seeks: the allowance, on an interim basis, and 

payment (to the extent not previously paid) of (i) compensation for professional services rendered 

during the period from February 12, 2019 through and including May 31, 2019 (the 

“Compensation Period”) in the aggregate amount of $7,284,101.25, including amounts previously 

held back pursuant to the Interim Compensation Order; and (ii) reimbursement of actual and 

necessary expenses incurred by Milbank in connection with such services during the 

Compensation Period in the amount of $225,980.03. In support of this First Interim Application, 

Milbank respectfully states as follows: 

PRELIMINARY STATEMENT 

1. Filed in the aftermath of the horrific 2017 and 2018 wildfires in Northern 

California, these chapter 11 cases represent one of the largest and most complex chapter 11 filings 

in United States history. Immediately upon the Committee’s formation, Milbank has advised it 

on, among other things: (i) analyzing the Debtors’ “first day” motions and negotiating significant 

changes to the relief requested thereby; (ii) working with the Debtors’ counsel to minimize 

business and operational disruptions due to the bankruptcy filing; and (iii) analyzing the need for 

and propriety of the proposed $5.5 billion debtor in possession financing (the “DIP Financing”). 

In the ensuing weeks, Milbank also advised the Committee in: (i) working with the Debtors to 

markedly improve their short term incentive plan (“STIP”) for their employees; (ii) assisting in 

litigation with the Federal Energy Regulatory Commission (“FERC”) to determine jurisdictional 

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issues regarding potential future contract rejections; and (iii) helping secure an appropriately 

limited initial extension of the Debtors’ exclusivity. 

2. Milbank attorneys have appeared on behalf of the Committee at all of the Debtors’ 

omnibus and telephonic hearings, meetings, depositions and conferences, and drafted and filed on 

behalf of the Committee numerous pleadings, including objections, statements, discovery requests, 

notices, and stipulations. Milbank litigators have also taken a leading role in all aspects of 

numerous adversary proceedings. 

3. These efforts have allowed the Committee to carry out its fiduciary responsibilities 

to the Debtors’ unsecured creditors while also allowing the Debtors’ cases to be administered 

efficiently and economically for the benefit of all parties in interest. The professional services 

performed and expenses incurred by Milbank were actual and necessary to preserve and maximize 

the value of the Debtors’ estates. 

4. In light of the size, complexity and nature of these cases, Milbank’s charges for 

professional services performed and expenses incurred are reasonable under the applicable 

standards. Milbank respectfully requests that the Court grant this First Interim Application and 

allow interim compensation for professional services and reimbursement for expenses as requested 

herein. 

BACKGROUND 

5. Bankruptcy Filing. On January 29, 2019 (the “Petition Date”), each of the Debtors 

filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in this Court. The 

Debtors continue to manage and operate their businesses and properties as debtors in possession 

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been 

appointed in these cases. On February 1, 2019 the Court entered an order consolidating these cases 

for procedural purposes only [Docket No. 207]. 

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6. Creditors’ Committee. On February 12, 2019, the United States Trustee for the 

Northern District of California (the “U.S. Trustee”) appointed the Committee [Docket No. 409]. 

The Committee currently consists of the following nine members: (i) BOKF, N.A., as indenture 

trustee under unsecured bond indentures; (ii) The Davey Tree Expert Company, Davey Tree 

Surgery Company, and DRG, Inc.; (iii) Deutsche Bank National Trust Company and Deutsche 

Bank Trust Company Americas, as indenture trustee; (iv) G4S Secure Solutions (USA) Inc. and 

G4S Secure Integration LLC; (v) International Brotherhood of Electrical Workers, Local 1245; 

(vi) Mizuho Bank, Ltd.; (vii) NextEra Energy, Inc.; (viii) Pension Benefit Guaranty Corporation; 

and (ix) Roebbelen Contracting, Inc.1

7. Jurisdiction. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 

§§ 157 and 1334. Venue of the Chapter 11 Cases is proper pursuant to 28 U.S.C. §§ 1408 and 

1409. This matter is a core proceeding under 28 U.S.C. § 157(b)(2). The statutory predicates for 

the relief sought herein are sections 330 and 331 of the Bankruptcy Code. 

8. Authorization for Milbank’s Retention. On April 3, 2019, the Committee filed its 

Application to Employ Milbank LLP as Counsel to the Official Committee of Unsecured Creditors, 

Effective as February 12, 2019 [Docket No. 1208] (the “Retention Application”). In connection 

with the Retention Application, Milbank filed the Declaration of Thomas R. Kreller in Support of 

Application to Employ Milbank LLP as Counsel to the Official Committee of Unsecured Creditors, 

Effective as of February 12, 2019 (the “Kreller Declaration”) [Docket No. 1210]. On April 29, 

2019, the Court authorized Milbank’s retention as counsel to the Committee. The Retention Order 

provides that Milbank will be compensated on an hourly basis for services rendered to the 

Committee and reimbursed for actual and necessary out-of-pocket expenses. This First Interim 

Application is Milbank’s first interim application for the payment of its fees and reimbursement 

 

1

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of its expenses as well the release of the twenty-percent holdback (the “Holdback”) maintained 

during the Compensation Period. Milbank is not holding, and has not held, any retainer in 

connection with these cases or work performed on behalf of the Committee. 

9. Fee Examiner. On May 28, 2019, the Court entered an order appointing Bruce A.

Markell as fee examiner (the “Fee Examiner”) in these cases [Docket No. 2267]. Milbank is in 

the process of providing information to the Fee Examiner as requested and necessary for the Fee 

Examiner to evaluate the reasonableness of the compensation sought in this First Interim 

Application. 

10. Status of Cases. The Debtors are continuing their operations as debtors in

possession. No plan or disclosure statement has yet been filed. 

11. Monthly Fee Statements. In accordance with the Interim Compensation Order,

each Retained Professional (as defined therein) is required to file monthly fee statements. To the 

extent there are no objections to a monthly fee statement, the relevant Retained Professional is 

authorized to file a certification of no objection, after which the Debtors are authorized to pay such 

professional eighty percent (80%) of the fees and one hundred percent (100%) of the expenses 

requested in such monthly fee statement. Interim Compensation Order, ⁋ 2(f). Pursuant to the 

Interim Compensation Order, Milbank submitted the following monthly fee statements (each a 

“Monthly Fee Statement”): 

a. On May 24, 2019, Milbank filed its first fee statement for the period from February

12, 2019 through and including February 28, 2012 [Docket No. 2219] (the “First

Fee Statement”). The First Fee Statement sought: (i) compensation for services

rendered, in the amount of $1,579,807.00; and (ii) reimbursement of actual and

necessary expenses incurred in connection with such services, in the amount of

$17,428.27.

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b. On June 21, 2019, Milbank filed its second fee statement for the period from March 

1, 2019 through and including March 31, 2019 [Docket No. 2707] (the “Second 

Fee Statement”). The Second Fee Statement sought: (i) compensation for services 

rendered, in the amount of $2,154,205.25; and (ii) reimbursement of actual and 

necessary expenses incurred in connection with such services, in the amount of 

$88,823.53. 

c. On July 12, 2019, Milbank filed its third fee statement for the period from April 1, 

2019 through and including April 30, 2019 [Docket No. 2950] (the “Third Fee 

Statement”). The Third Fee Statement sought: (i) compensation for services 

rendered, in the amount of $1,893,348.75; and (ii) reimbursement of actual and 

necessary expenses incurred in connection with such services, in the amount of 

$65,490.56. 

d. On July 18, 2019, Milbank filed its fourth fee statement for the period from May 1, 

2019 through and including May 31, 2019 [Docket No. 3071] (the “Fourth Fee 

Statement”). The Fourth Fee Statement sought: (i) compensation for services 

rendered, in the amount of $1,656,740.25; and (ii) reimbursement of actual and 

necessary expenses incurred in connection with such services, in the amount of 

$54,237.67. 2

12. Milbank has not entered into any agreement, express or implied, with any other 

party for the purpose of fixing or sharing fees or other compensation to be paid for professional 

 

2

 The objection deadlines for the First Fee Statement and the Second Fee Statement expired 

on June 14, 2019 and July 12, 2019, respectively. No objections were filed with respect to 

either the First or Second Fee Statements, and a Certificates of No Objection has been filed 

with respect to each [Docket Nos. 2565 and 2976, respectively]. The objection deadlines 

with respect to the Third Fee Statement and the Fourth Fee Period have not yet passed, 

thus, the amounts requested therein have not yet been allowed. To date, no objections have 

been filed with respect to either fee statement. 

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services rendered in the Chapter 11 Cases. No promises have been received by Milbank or any 

member thereof as to compensation in connection with these cases other than in accordance with 

the provisions of the Bankruptcy Code. 

RELIEF REQUESTED 

13. By this First Interim Application, Milbank seeks: (i) interim allowance and award

of 100% of the compensation for professional services rendered by Milbank, as counsel to the 

Committee, during the Compensation Period in the amount of $7,284,101.25; (ii) reimbursement 

of actual and necessary expenses incurred by Milbank in connection with such services during the 

Compensation Period in the amount of $225,980.03; and (iii) the release of the Holdback. 

14. As stated in the certification (the “Kreller Certificate”) attached hereto as Exhibit

G, which certifies Milbank’s compliance with the Fee Guidelines, all of the services for which 

compensation is sought herein were rendered solely for or on behalf of the Committee in 

connection with these cases. 

15. Pursuant to the Interim Compensation Order, Milbank has already received

payment for the Compensation Period in the total amount of $1,281,273.87. Milbank seeks further 

payment of $6,228,807.41 pursuant to this First Interim Application, which amount represents the 

portion of Milbank’s fees for legal services rendered and expenses incurred during the 

Compensation Period not previously paid to Milbank pursuant to the Monthly Fee Statements. 

16. The fees sought by this First Interim Application reflect an aggregate of 7,055.20

hours of attorney and paraprofessional time spent and recorded in performing services to the 

Committee during the Compensation Period, at a blended average hourly rate of $1,032.44 for 

both attorneys and paraprofessionals. The blended hourly rate for attorneys only is $1,055.49. 

17. The fees charged by Milbank in these cases are billed in accordance with Milbank’s

existing billing rates and procedures in effect during the Compensation Period. The rates Milbank 

charges for the services rendered by its professionals in these cases generally are the same rates 

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Milbank charges for professional services rendered in comparable bankruptcy and non-bankruptcy 

related matters. Such fees are reasonable based on the customary compensation charged by 

comparably skilled practitioners in comparable bankruptcy and non-bankruptcy cases in a 

competitive legal market. 

18. Copies of Milbank’s invoices detailing the services rendered and expenses incurred

during the Compensation Period are attached to the Monthly Fee Statements, which have been 

filed on the docket and furnished to the Debtors, counsel to the Official Committee of Tort 

Claimants (the “Tort Committee”), the U.S. Trustee and the Fee Examiner. Milbank is in the 

process of providing the Fee Examiner with the Monthly Fee Statements in an electronic LEDES 

format Milbank believes is acceptable to the Fee Examiner. 

19. Milbank has made every effort to ensure that this First Interim Application

complies with the Fee Guidelines to the extent applicable. 

SUMMARY OF PROFESSIONAL SERVICES RENDERED 

20. In the ordinary course of its practice, Milbank maintains written records of the time

expended by professionals and paraprofessionals in the rendition of professional services.3

 A chart 

showing the name of each relevant professional or paraprofessional, each attorney’s year of bar 

admission, the aggregate time expended by each such professional or paraprofessional, the hourly 

billing rate for each such professional or paraprofessional in effect during the Compensation 

Period, and the amount requested for each such professional or paraprofessional is attached hereto 

as Exhibit A. A schedule of the project categories and amounts for which compensation is 

requested in each category is attached hereto as Exhibit B. 

3 Copies of these computerized records (as modified to address privileged and confidential 

matters) have been filed on the docket with the Monthly Fee Statements and furnished to 

the Debtors, the Tort Committee, the U.S. Trustee, and will be provided to the Fee 

Examiner in the format specified by the Fee Guidelines. 

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21. In the ordinary course of its practice, Milbank also maintains records of all actual 

and necessary out-of-pocket expenses incurred in connection with the performance of professional 

services, all of which are available for inspection. A detailed summary of the expenses incurred 

during the Compensation Period is attached hereto as Exhibit C. 

22. Milbank respectfully submits that the services that it has rendered on behalf of the 

Committee during the Compensation Period were necessary and appropriate and have directly 

contributed to the effective administration of these cases. 

23. Annexed hereto as Exhibit D is a summary and comparison of the aggregate 

blended hourly rates billed by Milbank’s timekeepers in all domestic offices to non-bankruptcy 

matters during the preceding fiscal year and the blended hourly rates billed to the Debtors during 

the Compensation Period. 

24. Milbank discussed its rates, fees, and staffing with the Committee at the outset of 

its retention in these cases. Milbank provided the Committee with the Budget for Milbank LLP, 

Counsel to the Official Committee of Unsecured Creditors of PG&E Corporation and Pacific Gas 

and Electric Company for the Period from February 12, 2019 through May 31, 2019 (the 

“Budget”) and the Staffing Plan for Milbank LLP, Counsel to the Official Committee of Unsecured 

Creditors of PG&E Corporation and Pacific Gas and Electric Company, for the Period from 

February 12, 2019 through May 31, 2019 (the “Staffing Plan”) attached hereto as Exhibit E. The 

Committee is aware of the complexities of these cases, the many issues that need to be addressed, 

the various disciplines involved, and that the staffing needs are dynamic and based on a number 

of factors, many of which are unpredictable, including the activities of other parties in interest in 

these cases. Exhibit F is a summary of fees and hours budgeted compared to fees and hours billed. 

Lastly, Exhibit G is the Certification of Thomas R. Kreller, certifying certain matters addressed 

in the Interim Compensation Order. 

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Summary of Services Performed by 

Milbank by Project Code

25. The following summary of services rendered during the Compensation Period is

not intended to be a detailed description of the work performed. Rather, it merely highlights certain 

project billing categories areas in which significant services were rendered by Milbank, as well as 

identifies some of the issues Milbank was required to address. Detailed descriptions of the dayto-day services provided by Milbank and the time expended performing such services in each 

project billing category were attached as exhibits to the Monthly Fee Statements. Such detailed 

descriptions demonstrate that Milbank was heavily involved in the performance of services for the 

Committee on a daily basis, including night and weekend work, often under extreme time 

constraints, to meet the needs of the Committee. 

Automatic Stay 

(Fees: $131,882.00; Hours: 135.10)

26. During the Compensation Period, Milbank attorneys reviewed various motions to

either: (i) lift the automatic stay or (ii) find that the automatic stay did not apply, including those 

filed by, among others: (i) Enel Green Power North America Inc.; (ii) esVolta, LP; (iii) mNoc 

AERS LLC; (iv) Valero Refining Company; (v) Kevin Thompson and Mia Nash; (vi) Philip 

Verwey; (vii) Mikhail and Marina Gelman; and (viii) the City and County of San Francisco 

(collectively, the “Stay Motions”). In connection with the Stay Motions, Milbank drafted 

memorandum to the Committee regarding the issues raised therein, appeared at hearings regarding 

such motions, researched legal issues where necessary, worked with the Debtors to resolve the 

Stay Motions, and, where appropriate, filed statements in support of the Debtors’ position. 

Bankruptcy Litigation 

(Fees: $944,981.00 ; Hours: 1,069.00) 

27. During the Compensation Period, Milbank attorneys engaged in various litigation

and discovery related activities in connection with: (i) the adversary proceeding initiated by the 

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Debtors for a preliminary injunction against the FERC (Adv. Pro. 19-03003); (ii) the Herdon class 

action (Adv. Pro. 19193995); (iii) the subrogation litigation (Adv. Pro. 19-03015); (iv) the motion 

filed by TURN for the appointment of a ratepayers’ statutory committee; (iv) the Debtors’ motion 

to dismiss certain the Camp fire adversary proceeding; and (v) the Debtors’ various “first day” 

motions. These tasks included reviewing the underlying pleadings and proposed orders to evaluate 

and address the potential impacts upon the Debtors and the Committee, research into the relevant 

issues, diligencing factual issues, drafting related memoranda for the Committee and preparing 

and filing pleadings in support of the Committee’s positions, such as: (i) a statement with respect 

to the “first day” motions [Docket No. 610]; (ii) motion to intervene in the FERC adversary 

proceeding [Adv. Pro. Docket No. 96] (which was granted); and (iii) an objection to the 

establishment of a ratepayer’s committee [Docket No. 1653] (which was successful). 

28. In addition, Milbank also filed two additional objections: (i) an objection with 

respect to the Debtors’ motion to extend the exclusive periods [Docket No. 2009]; and (ii) a limited 

objection to the Debtors’ Motion Pursuant to Sections 105(a) and 362 for Interim and Final Orders 

Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Stock 

of, and Claims Against, the Debtors (the “NOL Motion”) [Docket No. 10]. Following the filing 

of these objections: (i) the Court shortened the Debtors’ requested exclusivity period by two 

months on the Committee’s recommendation; and (ii) the Debtors and the Committee agreed to 

important changes that significantly improved the marketability of the Debtors’ securities. 

Case Administration 

(Fees: $258,097.00; Hours: 290.30) 

29. During the Compensation Period, Milbank expended substantial time attending to 

various case administrative matters, including among other things: (i) preparing and updating an 

internal calendar of critical dates for the Committee; (ii) maintaining an internal task list to monitor 

the status of pending matters; (iii) coordinating critical work streams among Milbank attorneys 

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and the Committee’s various other advisors; and (iv) reviewing the docket for new pleadings and 

distributing such filings to the team and Committee along with summaries of such pleadings. 

Communications with Client 

(Fees: $471,370.50; Hours: 438.00) 

30. During the Compensation Period, in coordination with the Committee’s financial

advisors, Milbank attorneys spent a substantial amount of time coordinating, preparing materials 

for (including meeting agendas, factual and legal memoranda, summaries, and presentations) 

Committee meetings. In advance of such meetings, Milbank attorneys drafted memoranda for the 

Committee summarizing and providing analyses and recommendations with respect to each 

substantive matter that was scheduled for an upcoming hearing or was otherwise active. Milbank 

attorneys also drafted substantive memoranda on a number of various case topics, including, 

among other things: (i) the Committee’s fiduciary duties to the unsecured creditors; (ii) the 

Debtors’ Butte County settlement motion regarding wildfire liability, (iii) lift stay issues; 

(iv) certain plan issues including various issues related to solvent debtors; (iv) each of the Debtors’

substantive motions; and (v) the California legislative system. 

31. Milbank attorneys also prepared for and participated in numerous calls and other

communications, including via email, with individual Committee members and their counsel, as 

well as the subcommittees established by the Committee, which include the: (i) Public Affairs 

Subcommittee; (ii) Business Operations Subcommittee; (iii) Wildfire Mitigation Subcommittee; 

and (iv) Wildfire Claims Subcommittee. 

Communications with Unsecured Creditors 

(Fees: $66,132.50; Hours: 54.10) 

32. During the Compensation Period, Milbank attorneys researched, drafted, and filed

a motion to establish creditor information protocols, which the Court granted on April 26, 2019 

[Docket No. 1705]. In connection with such protocols, Milbank attorneys solicited proposals from 

various vendors and selected an information and noticing agent – Epiq Consulting, Inc. (“Epiq”) 

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– to establish a website on behalf of the Committee to provide pertinent information regarding

these cases to the Debtors’ unsecured creditors. Later, at the Court’s direction, Milbank worked 

with the counsel to the Tort Committee to expand Epiq’s role to also provide information to the 

constituents of the Tort Committee, as directed by the Court. Milbank also worked with Epiq to 

update the Committee’s website periodically. 

33. In addition, in accordance with the Committee’s statutory duties under section

1102(b) of the Bankruptcy Code, Milbank attorneys responded electronically and telephonically 

to various inquires received from the Debtors’ unsecured creditors regarding these cases. Milbank 

also maintained frequent contact with [the U.S. Trustee and] advisors to major constituencies in 

these cases, including the Debtors, the Tort Committee, and various ad hoc unsecured creditor 

groups, to discuss open issues and upcoming matters important to the Committee, communicate 

the Committee’s positions and seek mutually acceptable courses of action. 

34. Milbank attorneys also prepared for and participated in numerous in-person and

telephonic meetings with the Tort Committee and the various ad hoc groups (or combinations 

thereof) to, among other things, discuss the ongoing administration and potential resolution of 

these cases. 

Committee Meetings 

(Fees: $636,899.50; Hours: 523.60)

35. Given the significant size of the Debtors’ cases and the sheer amount of materials

that the Committee’s advisors were tasked with handling, each week (and sometimes, on additional 

occasions) Milbank conducted a telephonic meeting with the Committee. Milbank also conducted 

a number of in-person meetings with the Committee (collectively, with all telephonic meetings, 

the “Committee Meetings”). During Committee Meetings, Milbank attorneys discussed key issues 

with the Committee, including the upcoming matters scheduled for hearing by the Court. Prior to 

such meetings, Milbank attorneys reviewed pending matters requiring the Committee’s attention 

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and the underlying documentation and coordinated advice with the Committee’s other 

professionals. Milbank attorneys also drafted agendas for all such meetings, and distributed 

pertinent information in advance to the Committee. Thereafter, Milbank discussed each of these 

matters with the Committee, as well as individual Committee members on separate occasions, and 

assisted the Committee in formulating a position with respect to each matter. Milbank also 

provided Committee members with sometimes daily update emails regarding the status of these 

cases. 

DIP Financing/Cash Management 

(Fees: $193,772.00; Hours: 162.20) 

36. One of the most significant “first day” issues related to the Debtors request for 

authorization to obtain $5.5 billion of secured, superpriority postpetition financing pursuant to 

their Motion Pursuant to 11 U.S.C. §§ 105, 362, 363, 364, 503 and 507, and Fed. R. Bankr. P. 

2002, 4001, 6003, 6004 and 9014 for Interim and Final Orders (I) Authorizing the Debtors to 

Obtain Senior Secured, Superpriority Postpetition Financing, (II) Granting Liens and 

Superpriority Claims, (III) Modifying the Automatic Stay, (IV) Scheduling Final Hearing, and 

(V) Granting Related Relief (the “DIP Motion”) [Docket No. 23]. Immediately upon the 

Committee’s formation, Milbank and the Committee’s financial advisors began to review the DIP 

credit agreement and an enormous amount of diligence regarding the DIP Motion, which required 

that the Committee’s advisors work closely with the Committee and the Debtors’ advisors, in order 

to understand the various aspects of the proposed financing, the Debtors’ capital structure, funding 

needs and market conditions and comparables with respect to loans of this type and size. Among 

other things, Milbank and the Committee’s other advisors specifically focused on the sizing of the 

DIP Financing. Milbank also reviewed the related cash management order and the Debtors’ 

proposed DIP Order, and Milbank attorneys also appeared at the final hearing on the DIP Motion. 

Based on its review of all of the aspects of the DIP financing, the Committee ultimately came to 

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support the DIP Motion, and Milbank drafted and filed a Statement of the Official Committee of 

Unsecured Creditors in Support of the Final Approval of the Debtors’ DIP Motion [Docket No. 

835]. 

Executory Contracts 

(Fees: $123,790.00; Hours: 118.30) 

37. During the Compensation Period, Milbank attorneys spent considerable time and 

effort analyzing with the assistance of the Committee’s financial advisor, FTI Consulting, Inc. 

(“FTI”), those executory contracts and unexpired leases that the Debtors determined to assume or 

reject. Most importantly, the Committee closely reviewed the Debtors’ motion (the “Quanta 

Motion”) [Docket No. 1218] to assume certain agreements with Quanta Energy Services, LLC 

(“Quanta”), whereby the Debtors, among other things, sought to remit over $116 million to Quanta 

in cure payments. Milbank and FTI spent considerable time diligencing the agreements, and when 

it failed to obtain the necessary information from the Debtors, filed a limited objection to the 

Quanta assumption [Docket No. 1555]. 

General Case Strategy 

(Fees: $1,118,223.50; Hours: 964.40)

38. As Committee counsel, Milbank expended significant time organizing the 

Committee by, among other things: (i) conducting numerous calls, both internally, with Milbank 

attorneys, and externally, with the Committee’s other professionals to discuss and analyze the 

“first-day” and other pending motions and applications, as well as other tasks and projects; (ii) 

corresponding with the Debtors and their advisors regarding various work streams and diligence 

items; and (iii) analyzing new pleadings filed on the bankruptcy docket. 

39. Further, on a weekly basis during the Compensation Period, Milbank attorneys led 

advisors-only calls with the Committee’s financial advisors to prepare for regular Committee 

meetings and other matters. During such calls, the Committee’s advisors discussed general case 

strategy, issues that may be appropriate for special attention by the Committee and proposed 

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recommendations with respect to such issues. Also during the Compensation Period, Milbank 

attorneys drafted minutes to memorialize the Committee’s resolutions during Committee 

meetings. 

Court Hearings 

(Fees: $476,043.00; Hours 397.50) 

40. During the Compensation Period, Milbank attorneys spent considerable time

preparing for and attending (either in person or telephonically) all significant hearings and Court 

conferences in these cases and related adversary proceedings. Significant hearings were held with 

regard to: (i) the Debtors’ request for final relief with respect to a panoply of “first day” motions 

(which included substantial DIP financing); (ii) the Debtors’ complaint against the FERC for, 

among other things, a declaratory judgment and injunctive relief in connection with certain 

proceedings brought before FERC by several counterparties to whole power purchase agreements 

with the Debtors; (iii) motions from various parties for safe harbor protection; (iv) certain public 

entities’ request to appoint an official committee of public entities; (v) the Debtors’ hedging 

programs; (vi) the Debtors’ STIP; (vii) applications to employ and retain professionals for each of 

the Debtors, the Committee, and the Tort Committee; (viii) TURN’s motion for appointment of an 

official ratepayers committee; (ix) the Debtors’ exclusivity extension motion; (x) the wildfire 

assistance program motion; and (xi) numerous motions by non-debtor parties to modify or lift the 

automatic stay, among other matters. Milbank attorneys communicated in advance of hearings 

with other parties in interest, including the Debtors, the Tort Committee, the various ad hoc 

unsecured creditor groups, and the U.S. Trustee regarding the relief requested and any issues raised 

thereby, in an effort to consensually resolve concerns prior to the applicable hearing. Given the 

nature of these cases, many matters went forward during the Compensation Period on a contested 

basis, necessitating active Committee participation to advance and protect the interests of its 

constituency. Moreover, because the issues that arose implicated numerous nuanced areas of the 

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law, the contribution of Milbank attorneys spanning multiple specialties was necessary to properly 

represent the Committee. 

Non-Working Travel 

(Fees: $122,467.75; Hours: 186.80) 

41. Non-working travel time spent by Milbank attorneys traveling to and from 

meetings, conferences, hearings and similar events in connection with Milbank’s representation of 

the Committee was either not billed or charged at 50% of such attorney’s normal billing rate. Most 

significantly, during the Compensation Period, Milbank attorneys were required to travel to and 

from San Francisco on a regular basis – sometimes making multiple trips in a single week – for 

court hearings, meetings with the Debtors and their respective advisors. Efforts were made to use 

travel time productively, for performing work for the estates or for other client-related matters, but 

this was not always possible or practicable. 

Retention/Fee Applications 

(Fees: $796,780.50; Hours: 823.00) 

42. Soon after its engagement, Milbank worked with the Committee and FTI to hire an 

investment banker to provide investing banking services to the Committee. After the Committee’s 

selection of Centerview Partners LLC (“Centerview”), Milbank coordinated with the Committee, 

FTI, and Centerview to draft and/or finalize each professional firm’s retention application and 

exhibits thereto, including engagement letters, conflict schedules and declarations, in addition to 

those for Milbank. Subsequently, the Committee determined to retain Axiom Advisors (“Axiom”) 

as its government affairs consultant, given the significant legislative issues at play in these cases. 

As with FTI and Centerview, Milbank worked with the Committee and Axiom to file Axiom’s 

retention papers. To the extent required by applicable bankruptcy law, each professional ran a 

conflicts check for purposes of disclosing relationships to parties potentially interested in these 

cases, a list of such parties having been supplied by the Debtors’ advisors to Milbank. Given the 

voluminous nature of the list, significant time was required to be spent by Milbank attorneys 

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reviewing and analyzing the results of its conflicts search and making disclosures as appropriate 

in its retention application. Orders were entered approving the retention of each professional as 

follows: (i) Milbank [Docket No. 1766]; (ii) FTI [Docket No. 2252]; (iii) Centerview [Docket No. 

2067]; and (iv) Axiom [Docket No. 1978]. 

Tax Issues 

(Fees: $74,267.00; Hours: 69.90) 

43. During the Compensation Period, Milbank assisted the Committee with its review

and analysis of various tax issues. 

Wildfire Claims and Treatment 

(Fees: $794,796.50; Hours: 783.60) 

44. Likely one of the most significant issues in the Debtors’ cases will be the resolution

and treatment of the various claims made by victims of the Northern California wildfires. During 

the Compensation Period, Milbank attorneys researched and addressed a host of issues for the 

Committee related to mass tort cases, including the claims estimation process, potential 

mechanisms or structures to address those claims and other liability issues. In addition, Milbank 

reviewed various issues related to the possible treatment of the wildfire claims. Further, the 

Committee’s advisors spent substantial time reviewing the various proposed legislation in 

California meant to compensate the wildfire victims and to ensure the continued viability of 

California public utilities. Importantly, during the Compensation Period, the Debtors filed 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 (the 

“Housing Assistance Motion”) [Docket No. 1777], whereby the Debtors sought to establish a $105 

million fund for the benefit of wildfire victims. Milbank and the Committee’s other advisors spent 

considerable time reviewing and diligencing the issues raised in the Housing Motion, and 

subsequently filed an Objection to the Housing Motion, seeking, among other things, certain 

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modifications to the Order to ensure that: (i) only victims affected by fires caused by the Debtors 

receive payments from the fund; and (ii) payments are credited so that victims did not receive 

double payments. Relatedly, Milbank also reviewed the Tort Committee’s cross motion seeking 

to, among other things, increase the size of the Wildfire Recovery Fund to $250 million. Milbank 

attorneys negotiated with both the Debtors and the Tort Committee, and through these efforts the 

Debtors made certain modifications to the program. Additionally, Milbank also spent considerable 

time reviewing the Wildfire Mitigation Plan, which was approved by the State of California and 

linked by the Debtors to their STIP Motion, discussed below. 

Employment Issues 

(Fees: $310,510.00; Hours: 311.00 ) 

45. During the Compensation Period, the Debtors sought a variety of employee-related

relief, including with respect to: (i) the payment of prepetition wages, salaries, withholding 

obligations and other compensation and benefits and the continuation of employee benefits 

programs; and (ii) a STIP for the 2019 fiscal year. Given the size and scope of the STIP, with the 

assistance of FTI, Milbank conducted substantial diligence on the proposed terms of the program, 

prepared written analyses for the Committee, and engaged in extensive negotiations with the 

Debtors for improved terms, while also preparing an objection and supporting documents to the 

extent an acceptable compromise was not reached. Following the Committee’s filing of a limited 

objection to the STIP, and after numerous weeks of diligence, analysis, and productive 

negotiations, the Committee reached a resolution with the Debtors for significant improvements 

to be made to the program, which the Court ultimately approved.

ALLOWANCE OF COMPENSATION

46. In light of the size and complexity of these Chapter 11 Cases, the professional

services rendered by Milbank required the expenditure of substantial time and effort by a large but 

lean team of attorneys and a high degree of professional competence and expertise across multiple 

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specialties. It is respectfully submitted that the services rendered to the Committee were performed 

efficiently, effectively and economically, and the results obtained to date have benefited unsecured 

creditors and the Debtors’ estates. 

47. The interim allowance of compensation for services rendered and reimbursement

of expenses in bankruptcy cases is expressly provided for in Bankruptcy Code section 331: 

... any professional person . . . may apply to the court not more than once every 

120 days after an order for relief in a case under this title, or more often if the court 

permits, for such compensation for services rendered . . . as is provided under 

section 330 of this title. 

48. With respect to the level of compensation, Bankruptcy Code section 330(a)(1)(A)

provides, in pertinent part, that the Court may award to a professional person “reasonable 

compensation for actual, necessary services rendered[.]” See In re Manoa Finance Co., 853 F.2d 

687, 689 (9th Cir. 1988) (stating that section 330 authorizes reasonable compensation for certain 

services and costs). Section 330(a)(3), in turn, provides that: 

In determining the amount of reasonable compensation to be awarded to . . . [a] professional 

person, the court shall consider the nature, the extent, and the value of such services, taking 

into account all relevant factors, including – 

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the administration of, or beneficial at the time

which the service was rendered toward the completion of, a case under this title;

(D) whether the services were performed within a reasonable amount of time

commensurate with the complexity, importance, and nature of the problem, issue, or task

addressed;

(E) with respect to a professional person, whether the person is board certified or otherwise

has demonstrated skill and expertise in the bankruptcy field; and

(F) whether the compensation is reasonable based on the customary compensation charged

by comparably skilled practitioners in cases other than cases under this title.

11 U.S.C. § 330(a)(3). The clear Congressional intent and policy expressed by the statute is to 

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provide for adequate compensation to professionals in order to continue to attract qualified and 

competent bankruptcy practitioners to bankruptcy cases. In re Fleming Cos., 304 B.R. 85, 92 

(Bankr. D. Del. 2003) (“in enacting the Bankruptcy Code provisions which allow compensation 

to attorneys, Congress sought to encourage qualified attorneys to develop bankruptcy expertise by 

assuring that they would be compensated at the same level as their peers in other practice areas.”). 

49. The total time spent by Milbank attorneys and paraprofessionals during the 

Compensation Period was 7,055.20 hours and has a fair market value of $7,284,101.25. As 

demonstrated by this First Interim Application and supporting exhibits, Milbank submits that its 

services were rendered economically and without unnecessary duplication of efforts. In addition, 

the work involved, and thus the time expended, was carefully assigned in consideration of the 

experience and expertise required for each particular task. The compensation requested in the First 

Interim Fee Application is based on the customary compensation charged by comparably skilled 

practitioners in cases other than cases under the Bankruptcy Code. 

50. As reflected in this First Interim Fee Application and the supporting documents, 

Milbank spent its time efficiently and without unnecessary duplication of time. Nonetheless, 

Milbank has voluntarily agreed to reduce its fees during the Compensation Period in the amount 

of $757,811.00 (the “Voluntary Reduction”).4

EXPENSES 

51. Bankruptcy Code Section 330 also authorizes “reimbursement for actual, necessary 

expenses” incurred by a retained professional. 11 U.S.C. § 330(a)(1)(B). “Once documented, 

‘actual and necessary expenses’ are automatically reimbursable.” In re Wendy's of Montana, Inc., 

111 B.R. 314, 315 (Bankr. N.D. Mont. 1988). Milbank seeks reimbursement for actual out-ofpocket expenses in connection with the rendition of the professional services to the Committee in 

 

4

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with its final fee application or in advance thereof.

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the sum of $225,980.03. The disbursements have been incurred in accordance with Milbank’s 

normal practice of charging clients for expenses clearly related to and required by particular 

matters. In accordance with section 330 of the Bankruptcy Code, Milbank seeks reimbursement 

only for the actual cost of such expenses to Milbank. Milbank charges for these expenses at rates 

consistent with those charged to Milbank’s other bankruptcy clients, which rates are equal to or 

less than the rates charged by Milbank to its non-bankruptcy clients. Milbank has minimized these 

expenses to the greatest extent possible. A detailed summary of the expenses is attached hereto as 

Exhibit C. Copies of supporting documentation for the out-of-pocket expenses (receipts, 

statements, invoices, etc.) will be provided to the Court, the U.S. Trustee and the Fee Examiner 

upon request. 

52. Milbank’s hourly billing rates do not include charges for photocopying, telephone

and facsimile charges, computerized research, travel expenses, “working meals,” secretarial 

overtime, postage and certain other office services, since the needs of each client for such services 

differ. Milbank believes that it is more appropriate to charge each client only for the expenses 

actually incurred in performing services therefor. 

53. Milbank seeks reimbursement at the following rates for the following expenses:

(i) ten cents ($0.10) per page for photocopying; (ii) ten cents ($0.10) per page for black and white

printing; and (iii) ten cents ($0.10) per page for color printing. Milbank’s charges for internal 

duplicating are well below the $.50 per page rate authorized by statute for copies made by the 

clerks of the United States Courts. See 28 U.S.C. § 1914(b); Judicial Conference Schedule of Fees 

n. 4. Milbank currently does not charge for facsimile transmissions. Milbank has negotiated a

discounted transactional rate for computer assisted legal research. Milbank is not seeking 

reimbursement of hourly fees of its secretarial services in this First Interim Fee Application. 

Further, in providing or obtaining from third parties services that are reimbursable by clients, 

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Milbank does not include in such reimbursable amount any costs of investment, equipment, or 

capital outlay. 

54. Throughout the Compensation Period, Milbank has been keenly aware of cost

considerations and has tried to minimize the expenses charged to the Debtors’ estates. 

NO FEE SHARING; DISINTERESTEDNESS OF MILBANK; 

NO PRIOR APPLICATIONS 

55. No agreement or understanding exists between Milbank and any other person for

the sharing of any compensation to be received for professional services rendered or to be rendered 

in connection with these cases. 

56. No prior application has been made in this or in any other Court for the relief

requested herein for the Compensation Period. 

RESERVATION OF RIGHTS

57. Although every effort has been made to include all fees and expenses incurred

during the Compensation Period, some fees and expenses incurred during the period might not be 

included in this First Interim Fee Application due to delays caused in connection with the 

accounting and processing of such time and expenses. Accordingly, Milbank reserves the right to 

make further application to this Court for allowance of such fees and expenses incurred during this 

Compensation Period but not included herein. 

NOTICE 

58. No trustee or examiner has been appointed in the Chapter 11 Cases. Pursuant to

the Interim Compensation Order, notice of this Application has been served upon: (i) the Debtors 

c/o Pacific Gas & Electric Company, 77 Beale Street, San Francisco, CA 94105 (Attn: Janet 

Loduca, Esq.); (ii) the attorneys for the Debtors, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, 

New York, New York 10153 (Attn: Stephen Karotkin, Esq. and Rachael Foust, Esq.) and Keller 

& Benvenutti LLP, 650 California Street, Suite 1900, San Francisco, CA 94108 (Attn: Tobias S. 

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Keller, Esq. and Jane Kim, Esq.); (iii) the Office of the United States Trustee for Region 17, 450 

Golden Gate Avenue, 5th Floor, Suite #05-0153, San Francisco, CA 94102 (Attn: James L. Snyder, 

Esq. and Timothy Laffredi, Esq.); and (iv) counsel for the Official Committee of Tort Claimants, 

Baker & Hostetler LLP, 11601 Wilshire Boulevard, Suite 1400, Los Angeles, CA 90025-0509 

(Attn: Eric Sagerman, Esq. and Cecily Dumas, Esq.). 

CONCLUSION 

WHEREFORE, Milbank respectfully requests that the Court enter an order: (i) allowing 

Milbank (a) interim compensation for professional services rendered as counsel for the Committee 

during the Compensation Period in the amount of $7,284,101.25; and (b) reimbursement of 

expenses incurred in connection with rendering such services in the aggregate amount of 

$225,980.03, for a total award of $7,510,081.28; (ii) authorizing and directing the Debtors to pay 

(to the extent not previously paid in accordance with the Interim Compensation Order) to Milbank 

$6,228,807.41 which is an amount equal to the difference between (a) this $7,510,081.28 award; 

and (b) $1,281,273.87, the total of all amounts that the Debtors have previously paid to Milbank 

pursuant to the Interim Compensation Order for services rendered and expenses incurred during 

the Compensation Period; and (iii) granting such further relief as is just and appropriate. 

Dated: July 22, 2019 

Respectfully submitted, 

MILBANK LLP 

By: /s/ Dennis F. Dunne 

Dennis F. Dunne (admitted pro hac vice) 

Samuel A. Khalil (admitted pro hac vice) 

Gregory A. Bray 

Thomas R. Kreller 

Counsel for the Official Committee of Unsecured 

Creditors 

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EXHIBIT A 

COMPENSATION BY PROFESSIONAL 

The attorneys who rendered professional services in these chapter 11 cases from February 

12, 2019 through May 31, 2019 (the “Fee Period”) are: 

NAME OF PROFESSIONAL 

PARTNERS AND 

COUNSEL: DEPARTMENT 

YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Paul Aronzon 

Financial 

Restructuring 1979 $1,540 191.50 $294,910.00 

William Bice 

Global Project, 

Energy and 

Infrastructure 

Finance 1996 

$1,540 

$770* 

146.80 

9.00 

$226,072.00 

$6,930.00 

Gregory Bray 

Financial 

Restructuring 1984 

$1,540 

$770* 

462.50 

19.20 

$712,250.00 

$14,784.00 

Dennis Dunne 

Financial 

Restructuring 1991 $1,540 211.80 $326,172.00 

Russell Kestenbaum Tax 1999 $1,540 31.80 $48,972.00 

Thomas Kreller 

Financial 

Restructuring 1992 

$1,540 

$770* 

294.40 

35.60 

$453,376.00 

$27,412.00 

Andrew Leblanc Litigation 2000 

$1,540 

$770 

162.60 

51.90 

$250,404.00 

$39,963.00 

Eric Moser 

Alternative 

Investments 1991 $1,540 1.40 $2,156.00 

Adam Moses Global Corporate 2002 $1,540 9.80 $15,092.00 

Michael Nolan Litigation 1992 $1,540 28.80 $44,352.00 

Albert Pisa 

Alternative 

Investments 1997 $1,540 6.50 $10,010.00 

Alan Stone Litigation 1988 $1,540 57.80 $89,012.00 

Karen Wong 

Global Project, 

Energy and 

Infrastructure 

Finance 1986 $1,540 3.80 $5,852.00 

Samuel Khalil 

Financial 

Restructuring 2004 

$1,425 

$712.5* 

60.00 

7.60 

$85,500.00 

$5,415.00 

Manan Shah Tax 2002 $1,425 37.90 $54,007.50 

Michael Price 

Financial 

Restructuring 2011 $1,155 10.40 $12,012.00 

Jennifer Harris Alternative 2000 $1,120 3.90 $4,368.00 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 28

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NAME OF PROFESSIONAL 

PARTNERS AND 

COUNSEL: DEPARTMENT 

YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Investments 

Craig Price 

Financial 

Restructuring 2000 $1,120 689.50 $772,240.00 

Samir Vora Litigation 2007 

$1,120 

$995 

$560* 

$497.5* 

152.40 

326.30 

12.70 

5.50 

$170,688.00 

$324,668.50 

$7,112.00 

$2,736.25 

Total Partners and Counsel: $1,321.66 3,031.40 $4,006,466.25 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 29

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NAME OF PROFESSIONAL 

ASSOCIATES: DEPARTMENT 

YEAR 

ADMITTED*

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Lena Mandel 

Financial 

Restructuring 1991 $1,080 69.70 $75,276.00 

Jason Anderson Global Corporate 2009 $995 9.30 $9,253.50 

Kamel Malik Aitelaj Litigation 2008 $995 39.30 $39,103.50 

James Beebe Tax 2011 $995 20.30 $20,198.50 

Nicholas Deluca Tax 2009 $995 1.00 $995.00 

Daniel Denny 

Financial 

Restructuring 2005 

$995 

$497.5* 

258.10 

17.10 

$256,809.50 

$8,507.25 

Yigal Gross 

Alternative 

Investments 2015 $995 6.30 $6,268.50 

James Behrens 

Financial 

Restructuring 2015 $955 13.10 $12,510.50 

Erin Dexter Litigation 2014 $920 143.40 $131,928.00 

Rachael Franzoia 

Financial 

Restructuring 2013 

$920 

$460* 

384.00 

7.50 

$353,280.00 

$3,450.00 

Matthew Koch 

Financial 

Restructuring 2014 $920 650.20 $598,184.00 

Parker Milender 

Financial 

Restructuring 2014 $920 55.30 $50,876.00 

Katherine Pierucci Litigation 2014 $920 65.60 $60,352.00 

Jordan Weber 

Financial 

Restructuring 2015 $920 268.90 $247,388.00 

Christina Skaliks Tax 2015 $875 22.10 $19,337.50 

Julie Wolf Litigation 2016 $875 455.90 $398,912.50 

Emile Ayoub Litigation 2017 $830 71.80 $59,594.00 

Archan Hazra Tax 2017 $830 18.70 $15,521.00 

Kavon Khani Litigation 2017 $830 199.60 $165,668.00 

Adeola Adeyosoye 

Financial 

Restructuring 2018 $735 25.40 $18,669.00 

Julia Duke Litigation 2018 $735 273.00 $200,655.00 

Will Clark Farmer Litigation 2017 $735 4.30 $3,160.50 

Luis Orengo Litigation 2018 $735 118.10 $86,803.50 

Henry Seeley 

Global Project, 

Energy and 

Infrastructure 2018 $735 60.80 $44,688.00 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 30

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Finance 

Stephen Benz Litigation 2019 $595 26.10 $15,529.50 

Margherita Capolino Litigation 2019 $595 56.80 $33,796.00 

Rachael Connelly Global Corporate 2018 $595 19.10 $11,364.50 

Colette Gulick 

Global Project, 

Energy and 

Infrastructure 

Finance 2018 $595 7.00 $4,165.00 

Benjamin Heller Tax 2018 $595 19.00 $11,305.00 

Erin Hood 

Alternative 

Investments 2019 $595 4.50 $2,677.50 

Danielle Lee Litigation 2019 $595 114.10 $67,889.50 

Aaron Metviner 

Financial 

Restructuring 2018 $595 8.90 $5,295.50 

Julia Wu Litigation 2018 

$595 

$297.5* 

197.00 

20.70 

$117,215.00 

$6,158.25 

Joshua Zimberg Litigation 2019 $595 66.40 $39,508.00 

Total Associates: $843.06 3,798.40 $3,202,293.00 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 31

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NAME OF 

PARAPROFESSIONALS: DEPARTMENT 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Angel Anderson Litigation $350 10.50 $3,675.00 

Abayomi Ayandipo Litigation $350 38.10 $13,335.00 

Jenifer Gibbs Litigation $350 11.30 $3,955.00 

David McCracken Litigation $350 20.30 $7,105.00 

Ishmael Taylor-Kamara 

Financial 

Restructuring $300 4.80 $1,440.00 

Charmaine Thomas 

Financial 

Restructuring $300 62.20 $18,660.00 

Ricky Windom Litigation $300 4.40 $1,320.00 

Jacqueline Brewster 

Financial 

Restructuring $290 28.80 $8,352.00 

Brandon Fiscina Litigation $250 27.00 $6,750.00 

Cecelia Kim 

Financial 

Restructuring $235 1.70 $399.50 

James Liles Practice Support $635 16.30 $10,350.50 

 

Total Paraprofessionals 

and other non-legal staff: $334.26 225.40 $75,342.00 

 PROFESSIONALS 

TOTALS: 

BLENDED RATE TOTAL HOURS 

BILLED 

TOTAL 

COMPENSATION 

Partners and Counsel 1,321.66 3,031.40 $4,006,466.25 

Associates 843.06 3,798.40 $3,202,293.00 

Paraprofessionals and other non-legal staff 334.26 225.40 $75,342.00 

Blended Attorney Rate 1,055.49 6,829.80 $7,208,759.25 

Total Fees Incurred 1,032.44 7,055.20 $7,284,101.25 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 32

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EXHIBIT B 

COMPENSATION BY PROJECT CATEGORY 

Project Category Total Hours Total Fees 

 00002 Asset Sales/363 Sales 3.20 $3,518.50 

 00003 Automatic Stay 135.10 $131,882.00 

 00004 Bankruptcy Litigation 1,069.00 $944,981.00 

 00005 Bar Date 102.20 $125,984.50 

 00007 Case Administration (Dockets updates, WIP and 

calendar) 

290.30 

$258,097.00 

 00008 CCA and Aggregator Issues .40 $368.00 

 00009 Plan of Reorganization 50.90 $49,481.50 

 00010 Communications with Client 438.00 $471,370.50 

 00011 Communications with Unsecured Creditors 54.10 $66,132.50 

 00012 Committee Meetings 523.60 $636,899.50 

 00013 Committee Governance 80.90 $98,239.50 

 00014 Corporate Governance and Board Issues 84.00 $84,871.50 

 00015 Customer, Supplier and Vendor Issues 29.80 $30,080.00 

 00016 DIP Financing/Cash Management 162.20 $193,772.00 

 00017 Executory Contracts/Lease issues 118.30 $123,790.00 

 00018 General Case Strategy(includes calls with client 

 and team calls and meetings) 

964.40 

$1,118,223.50 

 00020 Court Hearings 397.50 $476,043.00 

 00022 Non-Bankruptcy Litigation 119.60 $105,591.00 

 00023 Non-Working Travel 186.80 $122,467.75 

 00026 Regulatory, Political and Legislative 11.70 $16,191.00 

 00027 CPUC 90.00 $91,096.00 

 00028 FERC 62.40 $64,667.50 

 00029 Retention/Fee Applications 823.00 $796,780.50 

 00030 Retention/Fee Applications Ordinary Course 3.00 $2,257.50 

 00032 Subrogation Issues 52.40 $44,503.00 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 33

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25 

26 

27 

28 

1

 00034 Tort Committee 18.10 $26,716.00 

 00034 Tax Issues 69.90 $74,267.00 

 00036 U.S. Trustee 19.80 $20,523.00 

00038 Wildfire Claims and Treatment 783.60 $794,796.50 

00039 Employee Benefits/Severance Issues 311.00 $310,510.00 

Total 7,055.20 $7,284,101.25 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 34

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EXHIBIT C 

EXPENSE SUMMARY 

Expense Category Total Expenses 

Airfreight/Messenger $2,204.66 

Cab Fares/Local Transportation $7,198.58 

Computerized Database 

Research $139,993.27 

Lodging $26,399.25 

Meals $6,464.82 

Photocopies/Printing $12,800.94 

Telephone $4,797.13 

Transcript Expenses $4,270.75 

Travel $21,850.63 

TOTAL $225,980.03 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 35

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EXHIBIT D 

CUSTOMARY AND COMPARABLE COMPENSATION DISCLOSURES 

Category of Timekeeper Blended Hourly Rate 

Billed 

Firm-wide for preceding 

Fiscal year (FY2018)1

Billed 

February 12, 2019 through 

May 31, 2019 

Partner $1,329.38 $1,479.91 

Counsel $1,053.49 $1,076.80 

Associate $753.07 $843.06 

Paralegal $281.10 $334.26 

Aggregated $869.72 $1,032.44 

 

1

 As requested in the U.S. Trustee Guidelines, the calculations in this column exclude members of Milbank’s 

Financial Restructuring Group. 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 36

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EXHIBIT E 

BUDGET AND STAFFING PLAN 

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

BUDGET FOR MILBANK LLP AS 

COUNSEL TO THE OFFICIAL 

COMMITTEE OF UNSECURED 

CREDITORS OF PG&E CORPORATION 

AND PACIFIC GAS AND ELECTRIC 

COMPANY FOR THE PERIOD 

FEBRUARY 12, 2019 THROUGH MAY 31, 

2019 

 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). 

Date Retention Approved: April 29, 2019 nunc pro tunc to February 12, 2019 

PROJECT CATEGORY ESTIMATED 

HOURS 

ESTIMATED 

FEES1

Administrative Expense Claims (00001) 50 $51,486.50 

Asset Sales/363 Sales (00002) 5 $5,148.65 

Automatic Stay (00003) 150 $154,459.50 

Bankruptcy Litigation (00004) 1,800 $1,853,514.00 

Bar Date (00005) 90 $92,675.70 

Claims Reconciliation/Objections (00006) 15 $15,445.95 

Case Administration (Docket Updates, WIP and 

calendar) (00007) 425 $437,635.25 

CCA and Aggregator Issues (00008) 10 $10,297.30 

Plan of Reorganization (00009) 25 $25,743.25 

 

1

 The estimated fees contained herein are calculated by multiplying the estimated hours by 

$1,029.73, the average blended rate of the Milbank professionals and paraprofessionals 

working on these cases for the month of February 2019.

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 38

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24 

25 

26 

27 

28 

 244553.00001

PROJECT CATEGORY ESTIMATED 

HOURS 

ESTIMATED 

FEES1

Communications with Client (00010) 475 $489,121.75 

Communications with Unsecured Creditors (00011) 100 $102,973.00

Committee Meetings (00012) 600 $617,838.00 

Committee Governance (00013) 150 $154,459.50 

Corporate Governance and Board Issues (00014) 115 $118,418.95 

Customer, Supplier and Vendor Issues (00015) 5 $5,148.65 

DIP Financing/Cash Management (00016) 175 $180,202.75 

Executory Contracts/Lease Issues (00017) 100 $102,973.00 

General Case Strategy (includes calls with clients and 

team calls and meetings) (00018) 1250 $1,287,162.50 

Insurers and Insurance Claims (00019) 10 $10,297.30 

Court Hearings (00020) 700 $720,811.00 

Mediation and Alternative Dispute Resolution (00021) 5 $5,148.65 

Non-Bankruptcy Litigation (00022) 200 $205,946.00 

Non-Working Travel (00023) 200 $205,946.00 

Power Purchase Agreements (00024) 50 $51,486.50 

Reclamation/503(b)(9) Claims (00025) 10 $10,297.30 

Regulatory, Political and Legislative (00026) 50 $51,486.50 

CPUC (00027) 125 $128,716.25 

FERC (00028) 50 $51,486.50 

Retention/Fee Applications (00029) 1000 $1,029,730.00 

Retention/Fee Application Ordinary Course 

Professionals (00030) 25 $25,743.25 

Schedules/Statements of Financial Affairs (00031) 5 $5,148.65 

Subrogation Issues (00032) 50 $51,486.50 

Tort Committee (00033) 15 $15,445.95 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 39

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344553.00001

PROJECT CATEGORY ESTIMATED 

HOURS 

ESTIMATED 

FEES1

Tax Issues (00034) 100 $102,973.00 

Trust Structure, Corpus and Terms (00035) 0 $0.00 

U.S. Trustee (00036) 15 $15,445.95 

Adequate Assurance Issues (00037) 0 $0.00 

Wildfire Claims and Treatment (00038) 750 $772,297.50 

Employee Benefits and Severance Issues (00039) 500 $514,865.00 

TOTAL 9,350 $9,627,975.50 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 40

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

STAFFING PLAN FOR MILBANK LLP AS 

COUNSEL TO THE OFFICIAL 

COMMITTEE OF UNSECURED 

CREDITORS OF PG&E CORPORATION 

AND PACIFIC GAS AND ELECTRIC 

COMPANY FOR THE PERIOD 

FEBRUARY 12, 2019 THROUGH MAY 31, 

2019 

 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). 

Date Retention Approved: April 29, 2019 nunc pro tunc to February 12, 2019 

CATEGORY OF TIMEKEEPER 

NUMBER OF 

TIMEKEEPERS 

EXPECTED TO WORK 

ON THE MATTER 

DURING THE BUDGET 

PERIOD 

AVERAGE 

HOURLY RATE1

Partners 20 $1,376.82 

Counsel 7 $1,218.00 

Sr. Associates (7+ years experience) 7 $991.67 

Associates (4-6 years experience) 12 $916.67 

Jr. Associates (1-3 years experience) 22 $720.00 

Paralegals 8 $270.00 

Staff Attorneys, Case Managers, and 

Specialists 9 $320.00 

 

1

 Milbank’s hourly rates are subject to customary annual firm-wide adjustments in the 

ordinary course of business, notice of which adjustments shall be provided to the 

Committee and the U.S. Trustee. 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 41

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EXHIBIT F 

SUMMARY OF FEES AND HOURS 

BUDGETED COMPARED TO FEES AND HOURS BILLED 

PROJECT CATEGORY Budgeted 

Hours 

Billed 

Hours 

Budgeted 

Fees 

Billed Fees 

Administrative Expense 

Claims (00001) 50 0 $51,486.50 $0.00 

Asset Sales/363 Sales (00002) 5 3.20 $5,148.65 $3,518.50 

Automatic Stay (00003) 150 135.10 $154,459.50 $131,882.00 

Bankruptcy Litigation (00004) 1,800 1,069.00 $1,853,514.00 $944,981.00 

Bar Date (00005) 90 102.20 $92,675.70 $125,984.50 

Claims 

Reconciliation/Objections 

(00006)

15 0 $15,445.95 $0.00 

Case Administration (Docket 

Updates, WIP and calendar) 

(00007)

425 290.30 $437,635.25 $258,097.00 

CCA and Aggregator Issues 

(00008) 10 .40 $10,297.30 $368.00 

Plan of Reorganization 

(00009) 25 50.90 $25,743.25 $49,481.50 

Communications with Client 

(00010) 475 438.00 $489,121.75 $471,370.50 

Communications with 

Unsecured Creditors (00011) 100 54.10 $102,973.00 $66,132.50 

Committee Meetings (00012) 600 523.60 $617,838.00 $636,899.50 

Committee Governance 

(00013) 150 80.90 $154,459.50 $98,239.50 

Corporate Governance and 

Board Issues (00014) 115 84.00 $118,418.95 $84,871.50 

Customer, Supplier and 

Vendor Issues (00015) 5 29.80 $5,148.65 $30,080.00 

DIP Financing/Cash 

Management (00016) 175 162.20 $180,202.75 $193,772.00 

Executory Contracts/Lease 

Issues (00017) 100 118.30 $102,973.00 $123,790.00 

General Case Strategy 

(includes calls with clients and 

team calls and meetings) 

(00018)

1250 964.40 $1,287,162.50 $1,118,223.50 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 42

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4553.00001

PROJECT CATEGORY Budgeted 

Hours 

Billed 

Hours 

Budgeted 

Fees 

Billed Fees 

Insurers and Insurance Claims 

(00019) 10 0 $10,297.30 $0.00 

Court Hearings (00020) 700 397.50 $720,811.00 $476,043.00 

Mediation and Alternative 

Dispute Resolution (00021) 5 0 $5,148.65 $0.00 

Non-Bankruptcy Litigation 

(00022) 200 119.60 $205,946.00 $105,591.00 

Non-Working Travel (00023) 200 186.80 $205,946.00 $122,467.75 

Power Purchase Agreements 

(00024) 50 0 $51,486.50 $0.00 

Reclamation/503(b)(9) Claims 

(00025) 10 0 $10,297.30 $0.00 

Regulatory, Political and 

Legislative (00026) 50 11.70 $51,486.50 $16,191.00 

CPUC (00027) 125 90.00 $128,716.25 $91,096.00 

FERC (00028) 50 62.40 $51,486.50 $64,667.50 

Retention/Fee Applications 

(00029) 1000 823.00 $1,029,730.00 $796,780.50 

Retention/Fee Application 

Ordinary Course Professionals 

(00030)

25 3.00 $25,743.25 $2,257.50 

Schedules/Statements of 

Financial Affairs (00031) 5 0 $5,148.65 $0.00 

Subrogation Issues (00032) 50 52.40 $51,486.50 $44,503.00 

Tort Committee (00033) 15 18.10 $15,445.95 $26,716.00 

Tax Issues (00034) 100 69.90 $102,973.00 $74,267.00 

Trust Structure, Corpus and 

Terms (00035) 0 0 $0.00 $0.00 

U.S. Trustee (00036) 15 19.80 $15,445.95 $20,523.00 

Adequate Assurance Issues 

(00037) 0 0 $0.00 $0.00 

Wildfire Claims and 

Treatment (00038) 750 783.60 $772,297.50 $794,796.50 

Employee Benefits and 

Severance Issues (00039) 500 311.00 $514,865.00 $310,510.00 

TOTAL 9,350 7,055.20 $9,627,975.50 $7,284,101.25 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 43

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EXHIBIT G 

KRELLER DECLARATION 

Case: 19-30088 Doc# 3117 Filed: 07/22/19 Entered: 07/22/19 07:27:34 Page 44

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

CERTIFICATION OF THOMAS R. 

KRELLER REGARDING FIRST INTERIM 

APPLICATION OF MILBANK LLP FOR 

ALLOWANCE OF COMPENSATION AND 

FOR REIMBURSEMENT OF EXPENSES 

INCURRED AS COUNSEL TO THE 

OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS FOR THE PERIOD FROM 

FEBRYARY 12, 2019 THROUGH MAY 31, 

2019 

 

 

 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). 

1. I am a partner in the Financial Restructuring Group of the firm Milbank LLP 

(“Milbank”), counsel to the official committee of unsecured creditors (the “Committee”) in these 

chapter 11 cases. I am admitted to the bar of the State of California. 

2. I make this certification regarding the First Interim Application of Milbank LLP for 

Allowance of Compensation for Services Rendered and for Reimbursement of Expenses Incurred 

as Counsel to the Official Committee of Unsecured Creditors for the Period from February 12, 

2019 through May 31, 2019 (the “Interim Fee Application”). I am familiar with: (i) the Order 

Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish 

Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket 

No. 701] (the “Interim Compensation Order”); (ii) the Guidelines for Compensation and Expense 

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Reimbursement of Professionals and Trustees for the Northern District of California, dated 

February 19, 2014 (the “Local Guidelines”); and (iii) 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 collectively, the “Fee Guidelines”).

3. I have reviewed the Interim Fee Application and hereby certify that, to the best of

my knowledge, information and belief, it complies with the Fee Guidelines and the applicable 

provisions of the Bankruptcy Code and the Bankruptcy Rules. The fees and disbursements sought 

are billed at rates in accordance with those generally charged by Milbank and generally accepted 

by Milbank’s clients. I certify that: (i) all of the services for which compensation is sought in the 

First Interim Application were rendered for or on behalf of the Committee solely in connection 

with the Chapter 11 Cases; and (ii) the First Interim Application is being served on the Debtors, 

the Tort Committee, and the U.S. Trustee in accordance with the Interim Compensation Order. 

Additionally, I hereby certify that, in accordance with the Interim Compensation Order, and in 

connection with preparing this Interim Fee Application, Milbank has made a reasonable effort to 

comply with the U.S. Trustee’s requests for information and additional disclosures set forth in the 

U.S. Trustee Guidelines. To that end, Milbank specifically responds to certain questions identified 

in the U.S. Trustee Guidelines as follows: 

Question 1: Did Milbank agree to any variations from, or alternatives to, Milbank’s 

standard or customary billing rates, fees or terms for services pertaining to 

this engagement that were provided during the application period? If so, 

please explain. 

Answer: No. 

Question 2: If the fees sought in the Interim Fee Application as compared to the fees 

budgeted for the time period covered by the Application are higher by 10% 

or more, did Milbank discuss the reasons for the variation with the client? 

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Answer: The fees sought in the First Interim Fee Application are less 

than the fees budgeted for the time period covered by such 

application. 

Question 3: Have any of the professionals included in the Interim Fee Application varied 

their hourly rate based on geographic location of the bankruptcy case? 

Answer: No. 

Question 4: Does the Interim Fee Application include time or fees related to reviewing 

or revising time records or preparing, reviewing or revising invoices? 

Answer: The First Interim Fee Application includes a small amount 

of time and fees related to reviewing or revising time records 

for privileged or confidentiality and preparing, reviewing or 

revising invoices in connection with the preparation of 

Monthly Fee Statements relating to the period covered by 

this First Interim Fee Application. 

Question 5: Does the Interim Fee Application include time for fees for reviewing time 

records to redact any privileged or other confidential information? 

Answer: Yes. See above. 

Question 6: Does the Interim Fee Application includes any rate increases since retention 

in these cases: 

Answer: The First Interim Fee Applications does not include any rate 

increases since retention in these cases. 

Question 7: Did the client agree when retaining Milbank to accept all future rate 

increases? If not, did Milbank inform the client that they need not agree to 

modified rates or terms in order to have you continue the representation, 

consistent with ABA Formal Ethics Opinion 11-458? 

Answer: The client did not prospectively approve such rate increases 

but was notified at the outset of the engagement that 

Milbank’s hourly rates are reviewed and revised from time 

to time. In accordance with ABA Formal Ethics Opinion 11-

458, Milbank also notified the Committee at the outset of the 

representation that it need not agree to any modified rates or 

terms in order to have Milbank continue its representation of 

the Committee. 

/s/ Thomas R. Kreller

Thomas R. Kreller 

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