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& HOSTETLER LLP

ATTORNEYS AT LAW

SAB FRANCISCO, CA

Robert A. Julian (SBN 88469)

Cecily A. Dumas (SBN 111449)

BAKER & HOSTETLER LLP

1160 Battery Street, Suite 100

San Francisco, CA 94111

Telephone: 628.208.6434

Facsimile: 310.820.8859

Email: rjulian@bakerlaw.com

Email: cdumas@bakerlaw.com

Eric E. Sagerman (SBN 155496)

Lauren T. Attard (SBN 320898)

BAKER & HOSTETLER LLP

11601 Wilshire Blvd., Suite 1400

Los Angeles, CA 90025-0509

Telephone: 310.442.8800

Facsimile: 310.820.8859

Email: esagerman@bakerlaw.com

Email: lattard@bakerlaw.com

Counsel for Official 

Committee of Tort Claimants

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION

-andPACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

□ Affects PG&E Corporation

□ Affects Pacific Gas and Electric Company

■ Affects both Debtors

*All papers shall be filed in the Lead Case, 

No. 19-30088 (DM)

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

APPLICATION OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

PURSUANT TO 11 U.S.C. § 1103 AND 

FED. R. BANKR. P. 2014 AND 5002 TO 

RETAIN AND EMPLOY DUNDON 

ADVISERS LLC AS A FINANCIAL 

ADVISER NUNC PRO TUNC FROM 

MARCH 1, 2019 TO APRIL 29, 2019

Date: September 24, 2019 

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

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Objections Due: September 173, 2019

 4:00 p.m. (Pacific Time)

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The Official Committee of Tort Claimants (the “TCC”) of PG&E Corporation and Pacific 

Gas and Electric Company (the “Debtors”) submits this application (the “Application”) for entry 

of an order, substantially in the form attached hereto as Exhibit A, authorizing the employment 

and retention of Dundon Advisers LLC (“Dundon”), as financial advisor to the TCC in connection 

with the Debtors’ chapter 11 cases nunc pro tunc from March 1, 2019, to and including April 29, 

2019 pursuant to section 1103(a) of title 11 of the United States Code (the “Bankruptcy Code”) 

and Rules 2014 and 5002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), and in accordance with the terms and conditions set forth in the engagement letter 

between the TCC and Dundon dated April 15, 2019 (the “Engagement Letter”) attached as 

Exhibit 1 to the Declaration of Matthew J. Dundon (the “Dundon Declaration”), filed 

contemporaneously herewith. In support of the Application, the TCC respectfully states as 

follows:

Jurisdiction and Venue

1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334, 

and the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges of the United 

States District Court of the Northern District of California, General Order 24 (N.D. Cal.), and Rule 

5011-1(a) of the Bankruptcy Local Rules for the United States Bankruptcy Court for the Northern 

District of California (the “Bankruptcy Local Rules”). This is a core proceeding pursuant to 28 

U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

Background

2. On January 29, 2019 (the “Petition Date”), the Debtors filed voluntary petitions for 

relief under chapter 11 of the Bankruptcy Code (the “Cases”) in the United States Bankruptcy 

Court for the Northern District of California (the “Court”). On January 31, 2019, the Court entered 

an order consolidating the Cases for joint administration [Doc. No. 207]. 

3. The Debtors continue to manage their assets and operate their businesses as debtorsin-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee has been 

appointed in the Cases.

4. On February 15, 2019, the Office of the United States Trustee (“U.S. Trustee”)

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filed an Appointment of the Official Committee of Tort Claimants [Doc. No. 453]. Following the 

resignation of Richard Heffern from the original committee and the addition of Tommy Wehe, on 

February 21, 2019, the U.S. Trustee filed the Amended Appointment of the Official Committee of 

Tort Claimants [Doc. No. 530]. The members of the TCC are: (i) GER Hospitality, LLC, in its 

capacity as an individual claimant; (ii) Kirk Trostle; (iii) Tommy Wehe; (iv) Angelo Loo; (v) 

Karen K. Gowins; (vi) Agajanian, Inc.; (vii) Susan Slocum; (viii) Samuel Maxwell; (ix) Karen M. 

Lockhart; (x) Wagner Family Wines-Caymus Vineyards; and (xi) Gregory Wilson. The TCC 

conducted a meeting on February 15, 2019, at which all members were present, and appointed 

Karen M. Lockhart as Chairperson. 

Retention of Dundon

A. Qualifications of Dundon

5. As set forth in greater detail in the accompanying Dundon Declaration, Dundon is 

a financial advisory firm whose professionals’ experience with distressed assets and the 

bankruptcy process goes back to the 1990’s. Dundon serves and has served as a financial adviser 

to multiple committees, including the Official Committee of Unsecured Creditors appointed in the 

Open Road Films, SIW Holdings, and LBI Media cases in the District of Delaware, and the Frank 

Theatres cases in the District of New Jersey. Dundon has also represented clients in energy cases 

including the First Energy Solutions, Rex Energy and PetroQuest Energy matters.

6. Leadership in these Cases for Dundon was provided by (1) firm Principal Matthew 

Dundon, who has more than twenty (20) years’ of experience in credit origination and restructuring 

in law firms, securities brokerages, and hedge funds, (2) firm Managing Director Alex Mazier, 

who has more than twenty (20) years’ of experience in investment management and restructuring, 

and is a leading energy and utility expert, and (3) firm Senior Adviser Laurence Pelosi, who has 

more than twenty (20) years’ of experience with California real estate, finance and public policy. 

John Roussey also contributed to the engagement. 

7. The TCC’s selection of Dundon as a financial advisor was based upon, among other 

things: (a) the TCC’s need to retain a financial advisory firm to provide advice relevant to the 

scope of the TCC’s mandate; (b) Dundon’s senior professionals’ extensive experience and 

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excellent reputation in providing financial advisory services in chapter 11 cases such as these 

Cases; (c) Dundon’s ability to provide advice on a cost-effective and time-sensitive basis 

(particularly important to tort claimants in these cases); (d) Dundon’s particular knowledge and 

expertise regarding litigation claims in bankruptcy, and the operations of utilities; and (e) 

Dundon’s established history of effective and efficient collaboration with other financial advisers. 

The TCC believes that Dundon’s proposed compensation structure is competitive, appropriate, and 

reasonable in the context of these Cases. Accordingly, on March 1, 2019, the TCC voted to retain 

Dundon as its financial advisor, subject to Court approval. 

8. As a result of the Issues to Be Addressed at the April 24 Hearing on Retention 

Applications [Docket No. 1587], entered on April 22, 2019, regarding the TCC’s retention of two 

financial advisory firms, the TCC worked with its financial advisors DSI, Lincoln and Dundon to 

further refine the scope of their work for the TCC. The revised scope of DSI and Lincoln’s 

retentions both eliminated overlap of services, and absorbed Dundon’s proposed role in the Cases. 

On May 3, 2019, the TCC submitted the Supplement to the Applications of the Official Committee 

of Tort Claimants to Retain and Employ Lincoln Partners Advisors LLC and Development 

Specialists, Inc. as its Financial Advisors [Doc. No. 1837], and Declaration of Karen M. Lockhart 

in Support of the Supplement to the Applications of the Official Committee of Tort Claimants to 

Retain and Employ Lincoln Partners Advisors LLC and Development Specialists, Inc. as its 

Financial Advisors [Doc. No. 1838]. Dundon also ceased performing services for the TCC. While 

Dundon is no longer providing services for the TCC, the TCC is seeking authority to retain Dundon 

nunc pro tunc from March 1, 2019 through and including April 29, 2019. Dundon’s fees for the 

services it performed are $155,164, which reflects a discount negotiated between the TCC and 

Dundon. If the Court grants the Application, Dundon will submit a first and final fee application.

B. Scope of Services to be Provided by Dundon

9. Dundon provided or anticipated providing financial advisory services to the TCC, 

as follows: 

a. Real estate: Review and advise on the Debtors’ real estate portfolio and 

evaluate leases for optimization/rejection and any proposed real estate sales 

or financings (except for PPAs as described below).

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b. Monitor and advise the TCC and, as directed by counsel, outreach to the 

California Public Utilities Commission with respect to resolution of tort 

claims, confirmation of a plan and other related matters.

c. Monitor and advise the TCC and, as directed by counsel, outreach to the 

California legislature and the California Governor’s office with respect to 

resolution of tort claims, confirmation of a plan and other related matters.

d. Monitor and advise the TCC regarding institutional shareholders, corporate 

governance, shareholder votes and proxy contests, and potential changes in 

the composition or direction of PG&E Corporation’s Board of Directors or 

senior executives.

e. Collaborate with Lincoln as requested with operations, rate base, and 

regulatory considerations.

f. Collaborate with Lincoln as requested with analysis of power purchase 

agreements.

g. Collaborate with Lincoln as requested with Wildfire Mitigation.

C. Dundon’s Disinterestedness

10. To the best of the TCC’s knowledge, information and belief, based on and except 

as otherwise set forth in the annexed Dundon Declaration, neither Dundon nor its professionals 

have any connection with or represent any other entity having an adverse interest to the Debtors, 

their creditors or any other party in interest, or their respective attorneys or accountants. The 

Dundon Declaration also sets forth, pursuant to Bankruptcy Rule 2014(a), to the best of Mr. 

Dundon’s knowledge, all of Dundon’s connections with the Debtors’ known creditors, other 

known parties in interest and their respective attorneys and accountants and any other person 

employed in the San Francisco Office of the United States Trustee for Region 17. Based upon the 

Dundon Declaration, Dundon is a “disinterested person” as that term is defined in section 101(14) 

of the Bankruptcy Code.

11. The TCC has been informed that Dundon conducted a review of its files which 

concluded no disqualifying conditions exist. 

12. The TCC believes that the employment of Dundon as financial advisor on the terms 

set forth in this Application is appropriate and in the best interests of the tort victim creditor body 

that the TCC represents. The TCC has reviewed the Dundon Declaration including the description 

of Dundon’s connections with parties in interest and/or potential parties in interest, and has no 

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objection to any matter set forth therein. The TCC thus seeks an order approving Dundon’s 

engagement by the TCC on the terms set forth in this Application and the Engagement Letter. 

D. Effective Date of Retention 

13. The TCC requests that Dundon’s retention be approved effective as of March 1, 

2019, the date Dundon was selected by the TCC as its financial advisor and began substantive 

work on the TCC’s behalf. The TCC believes retention effective as of March 1, 2019 is appropriate 

in view of the nature of these Cases and the TCC’s immediate needs for the assistance of a financial 

advisor.

E. Compensation of Dundon

14. Dundon intends to apply to the Court for payment of compensation and 

reimbursement of expenses in a single application that accords with applicable provisions of the 

Bankruptcy Code, the Bankruptcy Rules, the Guidelines promulgated by the Office of the United 

States Trustee, and pursuant to the order entered by this Court on February 28, 2019 establishing 

the procedures for interim compensation and reimbursement of expenses of professionals [Doc. 

No. 701] and any additional procedures that may be established by the Court in these Cases.

15. Subject to the Court’s approval, Dundon will be compensated for fees in the amount 

of $155,164, plus reimbursement of the actual and necessary expenses that Dundon incurred in 

accordance with the ordinary and customary rates which were in effect on the date the services 

were rendered. The amount of fees Dundon will seek represents a discount of Dundon’s standard 

hourly rates, which are based on its professionals’ level of experience. The standard hourly rates 

for Dundon’s staff are as follows:

Dundon Professionals Standard Hourly Rate

Alex Mazier $600

John Roussey $550

Laurence Pelosi $630

Matthew Dundon $630

16. Dundon will maintain detailed, contemporaneous records of time and any necessary 

costs and expenses incurred in connection with the rendering of its services as described above 

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and will be reimbursed for such costs and expenses in conformity with the Guidelines promulgated 

by the United States Trustee as in effect in this District. 

Basis for Relief

17. The TCC respectfully requests that the Court authorize the retention and 

employment of Dundon as its financial advisor, nunc pro tunc for the period March 1, 2019 through 

and including April 29, 2019, pursuant to section 1103(a) of the Bankruptcy Code, which provides 

that a committee appointed under section 1102 of the Bankruptcy Code: 

[M]ay select and authorize the employment by such committee of 

one or more attorneys, accountants, or other agents, to represent or 

perform services for such committee. 

11 U.S.C. § 1103(a). 

18. Bankruptcy Rule 2014(a) requires that an application for retention include: 

[S]pecific facts showing the necessity for the employment, the name 

of the [firm] to be employed, the reasons for the selection, the 

professional services to be rendered, any proposed arrangement for 

compensation, and, to the best of the applicant’s knowledge, all of 

the [firm’s] connections with the debtor, creditors, any other party 

in interest, their respective attorneys and accountants, the United 

States trustee, or any person employed in the office of the United 

States trustee. 

Fed. R. Bankr. P. 2014(a).

19. The TCC submits that for all the reasons stated above and based upon the Dundon 

Declaration, the retention of Dundon as financial advisor to the TCC is merited. Further, as stated 

in the Dundon Declaration, Dundon is a “disinterested person” within the meaning of section 

101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors’ 

estates and has no connection to the Debtors, their creditors or their related parties except as may 

be disclosed in the Dundon Declaration. Accordingly, the retention of Dundon as financial advisor 

to the TCC should be approved.

Notice

20. Notice of this Application will be provided to (i) the Office of the United States 

Trustee for Region 17 (Attn: James L. Snyder, Esq. and Timothy Laffredi, Esq.); (ii) counsel to 

the Creditors Committee; (iii) counsel to the Debtors; (iv) the Securities and Exchange 

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Commission; (v) the Internal Revenue Service; (vi) the Office of the California Attorney General; 

(vii) the California Public Utilities Commission; (viii) the Nuclear Regulatory Commission; (ix) 

the Federal Energy Regulatory Commission; (x) the Office of the United States Attorney for the 

Northern District of California; (xi) counsel for the agent under the Debtors’ debtor in possession 

financing facility; and (xii) those persons who have formally appeared in these Cases and requested 

service pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no further notice 

is required.

No Prior Request

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

court. 

Reservation of Rights

22. The TCC respectfully reserves the right to file a brief and memorandum of law in 

response to any objection to this Application.

[remainder of page intentionally left blank]

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1 WHEREFORE, the ICC respectfully requests that this Court enter an order, in the form 

2 attached hereto as Exhibit A, (a) authorizing the ICC to retain Dundon nunc pro tune from March 

3 1, 2019 to and including April 29, 2019; and (b) granting such other and further relief as is just 

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and proper. 

Dated: August l1 , 2019 

4845-0986-6909. 5 

OFFICIAL COMMITTEE OF TORT CLAIMANTS 

OF PG&E CORPORATION AND PACIFIC GAS 

AND EL CTRIC COMP ANY 

Name: Karen M. Loe 

Title: Chair of the Official 

Claimants 

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