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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Attorneys for Debtors 

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re: 

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case) (Jointly Administered)

Related Docket Ref: Docket Nos: 1527, 1528, 1529

AMENDED DECLARATION OF DAVID N. 

LEVINE IN SUPPORT OF APPLICATION 

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

R. BANKR. P. 2014(a) AND 2016 FOR 

AUTHORITY TO RETAIN AND EMPLOY 

GROOM LAW GROUP, CHARTERED AS 

SPECIAL EMPLOYEE BENEFITS COUNSEL 

TO THE DEBTORS EFFECTIVE AS OF THE 

PETITION DATE

Date: May 9, 2019

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

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

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). 

Case: 19-30088 Doc# 1799 Filed: 05/01/19 Entered: 05/01/19 18:31:33 Page 1 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Pursuant 28 U.S.C. § 1746, I, David N. Levine, hereby declare as follows:

1. I am an attorney admitted and in good standing to practice law in the District of Columbia. 

I am a principal in the law firm of Groom Law Group, Chartered (“Groom”) and am duly authorized to 

make this Declaration (the “Declaration”) on behalf of Groom. The facts set forth in this Declaration 

are based on my knowledge and belief after due inquiry and, if called as a witness, I could and would 

testify thereto. 

2. On January 29, 2019 (the “Petition Date”), PG&E Corporation (“PG&E Corp.”) and 

Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession (collectively, 

“PG&E” or the “Debtors”), each commenced with this Court a voluntary case under the Bankruptcy 

Code (the “Chapter 11 Cases”). 

3. I submit this Declaration in support of the Debtors’ Application (the “Application”),1

pursuant to section 327(e) of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 

2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for authority 

to employ and retain Groom as special employee benefits counsel, effective as of the Petition Date. 

4. This Declaration is provided pursuant to Paragraph D.1 of 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”). 

5. In connection with these Chapter 11 Cases, Groom has agreed to advise the Debtors with 

respect to legal issues associated with their employee benefit plans, including, but not limited to, issues 

related to Debtors’ employee benefit obligations under the Employee Retirement Income Security Act 

of 1974, as amended, the Internal Revenue Code of 1986, as amended, and the Bankruptcy Code; any 

investigations, inquiries, or claims made by the Department of Labor, the Internal Revenue Service, the 

Pension Benefit Guaranty Corporation, or the U.S. Trustee; claims by plan participants or beneficiaries 

that relate to Debtors’ employee benefit plans; and any proceedings before this Court, any appellate 

court, or any court of competent jurisdiction relating to Debtors’ employee benefit plans.

 1 Capitalized terms used, but not otherwise defined, herein shall have the same meanings ascribed to 

such terms in the Application.

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6. Groom did not agree to any variations from, or alternatives to, the firm’s standard or 

customary billing arrangements with the Debtors with respect to this matter.

7. No prospective budget or staffing plan has been prepared for this matter, except that 

Groom’s services must comply with the Groom Agreement. 

8. No Groom principal, of counsel, or associate, varies their billing rate based on the 

geographic location of the Debtor’s bankruptcy case. 

9. Neither I, nor Groom, nor any principal, of counsel, or associate thereof, insofar as I have 

been able to ascertain, has any connection with the Debtors, their creditors, the Office of the United 

States Trustee for Region 17 (the “U.S. Trustee”) or any other party with an actual or potential interest 

in these Chapter 11 Cases or their respective attorneys or accountants, except as set forth below:

a. Groom is not and has not been employed by any entity, other than the Debtors, in 

matters related to these Chapter 11 Cases.

b. Groom may perform or may have performed services for certain “Parties in Interest,” 

as defined below, in matters unrelated to these Chapter 11 Cases. As set forth below, 

Groom has undertaken a search to determine, and to disclose, whether it is performing 

or has performed services for any Parties in Interest in such unrelated matters. 

 

10. Neither I, nor Groom, nor any of counsel or associate thereof, insofar as I have been able 

to ascertain, holds or represents any interest adverse to the Debtors or their respective estates. 

Accordingly, I believe that Groom is a “disinterested person,” as defined in section 101(14) of the 

Bankruptcy Code. The Debtors, however, have numerous relationships and creditors. Consequently, 

although every reasonable effort has been made to discover and eliminate the possibility of any conflicts, 

including the efforts outlined in paragraphs 11 and 12 below, Groom is unable to state with certainty 

whether one or more of its clients or an affiliated entity may hold a claim or otherwise be a party in 

interest in these Chapter 11 Cases. If Groom discovers any information that is contrary to or in addition 

to the statements made herein, Groom will immediately disclose such information to the Court. To the 

best of my knowledge, Groom has not represented and will not represent any entities or individuals other 

than the Debtors in these Chapter 11 Cases or in connection with any matters that would be adverse to 

the interests of the Debtors.

11. Subject to the Court’s approval, Groom will charge for its services on an hourly basis in 

accordance with the January 2018 Master Services Agreement (“Groom Agreement”) and Groom’s 

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standard hourly rates in effect on the date services are rendered, minus a 5% or more discount based on 

volume of services. There were no adjustments to these terms or rates for the 12 months prepetition.

12. The hourly rates charged by Groom professionals differ based on, among other things, 

such professional’s level of experience. The names of Groom’s professionals approved by PG&E to 

provide services and their PG&E-approved rates (before application of certain applicable discounts) are 

listed below:

Principal Standard Rates Non-Principals Standard Rates

Adams 751 Ashner 556

Amin 713 Boberg 708

Anillo 898 Bradford 637

Cho 836 Carolan 675

Dold 898 Del Conte 713

Hogans 836 Fogleman 675

Itami 713 Geloneck 594

Keller 812 Goodwin 751

Kreps 751 Junk 812

Lee 751 Kimelblatt 413

Levine 860 Kohn 708

Levy 732 Lucco 637

Lofgren 898 Malik 504

Mazawey 1055 Mayland 556

Ryan 732 McSweeney 637

St. Martin 998 McTyre 675

Tinnes 812 Muma 556

Turner 732 Slee 751

Ullman 755 Temme 675

Walsh 708 Wood 713

Witt 751

Zaklad 795

Other Professionals

Latalladi-Fulton 328

Shahinllari 214

13. These rates may change from time to time in accordance with Groom’s established 

billing practices and procedures. Groom will maintain detailed, contemporaneous records of time and 

any actual and necessary expenses incurred in connection with the rendering of legal services 

described above by category and nature of the services rendered.

14. There have been no adjustments to Groom’s billing rates or terms of engagement with 

PG&E postpetition.

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15. In determining that Groom is a disinterested person, I have made diligent inquiry to 

determine whether Groom has any connection with parties in interest in these cases, or has or represents 

any interest adverse to the Debtors’ estates, or is otherwise subject to any disqualification which would 

prevent it from serving as special employee benefits counsel to the Debtor in these Chapter 11 Cases. In 

preparing this Declaration, I caused to be submitted for review by our conflicts check system the names 

of all known parties in interest (the “Parties in Interest”) in this case. The list of Parties in Interest was 

provided to us by the Debtors and included the following categories:

Debtors Ad Hoc Committee of Unsecured Tort 

Claimant Creditors

Debtors’ Trade Names and Aliases Non-Debtors Professionals

Affiliates and Subsidiaries Ordinary Course Professionals

Current Officers and Directors Other Secured Parties 

Term and Revolving Loan Lenders 

and Administrative Agents

Regulatory and Government (Federal, 

State and Local)

Contract Counterparties DIP Lenders

Debtors Professionals Significant Competitors

Former Officers and Directors Significant Shareholders 

Affiliations of Former Officers Significant holder of voting securities

Affiliations of Former Directors Taxing Authorities 

Insurance/Insurance 

Provider/Surety Bonds Top Unsecured Creditors

Surety Bonds Unsecured Notes

Landlords and parties to leases UCC Lien Holders

Lenders Unions 

Litigation Counterparties/Litigation 

Pending Lawsuits Utility Providers

Litigation Parties Vendors/Suppliers 

The results of this review were compiled and analyzed by Groom attorneys acting under my supervision.

16. Groom has researched its client database to determine whether Groom has provided in 

the recent past, or is presently providing, services to those persons/entities. To the extent that such 

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research indicated that Groom has provided/is providing such services, the identities of those 

persons/entities are set forth in Exhibit 1 attached hereto. 

17. The services we may currently provide or may have provided for creditors generally 

include advising such creditors with respect to legal issues associated with their own employee benefit 

plans or the services that they provide in connection with other employee benefit plans. To the best of 

my knowledge, information and belief, Groom’s fees for services we provided to any of the entities listed 

in Exhibit 1 are completely unrelated to any matters concerning these Debtors.

18. To the best of my knowledge, information and belief, neither the undersigned nor the 

professionals anticipated to assist the Debtors in these matters are related to any judge in the United 

States Bankruptcy for the Northern District of California or the U.S. Trustee assigned to this matter.

19. Accordingly, based upon the discussion herein above, Groom is a “disinterested person,” 

as defined in section 101(14) and as required by section 327(e) of the Bankruptcy Code and, to the best 

of my information and belief, neither my firm nor any member thereof is connected, other than as 

disclosed herein or at Exhibit 1 to the Debtors or the parties set forth above.

20. As of the date of filing, based upon review of our internal billing records, Groom was not 

owed any fees in respect of services provided during the pre-petition period.

21. Groom has not shared or agreed to share any of its compensation from the Debtors with 

any other person, other than with principals, of counsel, associates or other employees of Groom as 

permitted by section 304 of the Bankruptcy Code.

22. To the best of my knowledge, Groom has not represented and will not represent any 

entities or individuals other than Debtors in these Chapter 11 Cases or in connection with any matters 

that would be adverse to the interests of the Debtors.

23. Groom intends to apply to the Court for payment of compensation and reimbursement of 

expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, 

the Bankruptcy Local Rules, the Fee Guidelines, and any further order of the Court and pursuant to any 

additional procedures that may be established by the Court in these cases.

24. This Declaration is submitted in accordance with section 327 of the Bankruptcy Code and 

Bankruptcy Rule 2014.

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I declare under penalty of perjury that, to the best of my knowledge and after reasonable inquiry, 

the foregoing is true and correct. 

Executed this 1st day of May, 2019

David N. Levine

Case: 19-30088 Doc# 1799 Filed: 05/01/19 Entered: 05/01/19 18:31:33 Page 7 of

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EXHIBIT 1

Bank Accounts 

Bank of America 

Bank of New York Mellon 

Deutsche Bank Trust Company Americas 

Fidelity Management Trust Company

Royal Bank of Canada

U.S. Bank N.A. Global Corporate Trust Services 

U.S. Bank, N.A 

JP Morgan Chase Bank, N.A. 

Morgan Stanley / ISG Operations 

RBC Capital Markets

Wells Fargo Bank, N.A. 

Wells Fargo Securities, LLC

Bank of America Merrill Lynch 

Barclays Capital Inc. 

Union Bank of California 

Goldman, Sachs & Co. 

Merrill Lynch 

Royal Bank of Scotland 

Debtors Professionals (law firms, accountants and other professionals)

PricewaterhouseCoopers LLP

Weil, Gotshal & Manges LL

Willis Towers Watson

Cravath, Swaine & Moore LLP 

Lazard Frères & Co. LLC 

Term and Revolving Loan Lenders and Administrative Agents

Bank of America, N.A. (Admin Agent - $300M) 

JPMorgan Chase Bank, N.A. 

Morgan Stanley Bank, N.A. 

Morgan Stanley Senior Funding, Inc. 

MUFG Union Bank, N.A. 

Royal Bank of Canada 

The Bank of New York Mellon 

Wells Fargo Bank, National Association 

Barclays Bank PLC 

Canadian Imperial Bank of Commerce, New York Branch

Goldman Sachs Bank USA 

US Bank, National Association 

Case: 19-30088 Doc# 1799 Filed: 05/01/19 Entered: 05/01/19 18:31:33 Page 8 of

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Contract Counterparties (includes, PPAs, patents and IP)

Bank of Montreal

Cargill Inc. 

Chevron USA, Inc.

Conoco Phillips Company

Conocophillips Co. 

Google Inc.

J.P. Morgan Ventures 

Koch Energy Svc 

Morgan Stanley Capital Group Inc.

National Fuel 

Portland General Electric

Royal Bank of Canada

UBS AG (Switzerland)

Wells Fargo LLC

Anadarko

Barclays Bank PLC

Canadian Imperial Bank of Commerce

First Reserve

Lehman Brothers Commodity Services

Merrill Lynch 

Merrill Lynch Commodities Inc.

NextEra

NextEra Energy, Inc.

Royal Bank of Scotland, PLC

Sierra Pacific Ind. (Susanville)

Sierra Pacific Industries

Southern California Edison Company

United Airlines (Cogen)

Insurance/Insurance Provider/Surety Bonds

AETNA

Aetna International

Allianz Global Corporate & Specialty SE (PDW)

Allianz Global Risks

Allianz Global Risks US Insurance Company

Blue Cross of California, Inc. d/b/a Anthem Blue Cross (“Anthem”)

Beacon Health Options, Inc.

Chubb Bermuda

Chubb Bermuda Insurance Ltd

CIGNA Group Insurance

Express Scripts Holding Company

Kaiser Foundation Health Plan, Inc.

Case: 19-30088 Doc# 1799 Filed: 05/01/19 Entered: 05/01/19 18:31:33 Page 9 of

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Life Insurance Company of North America (CIGNA)

Willis Towers Watson

Beazley Insurance Company

Liberty Mutual Insurance Company

Neff

The Marine Insurance Company Ltd. (Royal Sun Alliance - RSA)

Surety Bonds

Liberty Mutual Insurance Company

Liberty Mutual Fire Insurance Company

Landlords and parties to leases

Google, Inc. 

Ingersoll 

Sears

Lenders (Prepetition and Proposed Postpetition to the extent not already 

listed)

Bank of America, N.A., 

JPMorgan Chase Bank, N.A., 

Barclays Bank PLC

Litigation Counterparties/Litigation Pending Lawsuits – includes threatened 

litigation

Benjamin Moore

Damniel Gallagher

Litigation Parties (in adversary 19-03003)

Consolidated Edison Development, Inc.

NextEra Energy, Inc.

Ad Hoc Committee of Unsecured Tort Claimant Creditors

DLA Piper LLP (US)

Other Secured Parties (Letters of Credit/ Issuers of Letters of Credit)

City of Oakland

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Secured Creditors

Bank of America, N.A.

Deutsche

J.P. Morgan Securities LLC

JPMorgan Chase Bank, N.A.

Morgan Stanley Bank/ Morgan Stanley Senior Funding

MUFG Union Bank, N.A.

Royal Bank of Canada

The Bank of New York Mellon, N.A.

UBS

UBS Securities

Wells Fargo Bank, N.A.

Wells Fargo Bank, National Association

Wells Fargo Securities LLC

Bank of America Merrill Lynch

Barclays Bank PLC

Barclays Capital Inc.

Barclays Global

Canadian Imperial Bank of Commerce, NY Agency

Goldman Sachs Bank USA

Lehman Brothers

Merrill Lynch, Pierce, Fenner & Smith Incorporated

RBS

U.S. Bank National Association

Williams Capital

Significant Shareholders (more than 5% of equity)

BlackRock, Inc.

T. Rowe Price Associates, Inc.

The Vanguard Group, Inc.

Significant holder of voting securities

BlackRock Fund Advisors

T. Rowe Price Associates, Inc.

The Vanguard Group, Inc.

Top Unsecured Creditors 

Bank of America

Bank of New York Mellon

Chevron Power Holding Inc.

Deutsche Bank

McKinsey & Company Inc. - U S

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MUFG

Siemens Industry Inc.

The Bank of New York Mellon

Wells Fargo

Turner Construction Company

Unsecured Notes

Bank of America, N.A.

Bank of New York Mellon

JPMorgan Chase Bank, N.A.

Morgan Stanley

Morgan Stanley Bank

Morgan Stanley Senior Funding

MUFG Union Bank, N.A.

Royal Bank of Canada

UBS Investment Bank

Wells Fargo

Wells Fargo Bank, N.A.

Barclays Bank PLC

Canadian Imperial Bank of Commerce

Goldman Sachs Bank USA

Lehman Brothers

U.S. Bank National Association

US Bank

UCC Lien Holders

Great West Life and Annuity Insurance Company

MassMutual Asset Finance LLC

Wells Fargo Bank

Wells Fargo Bank Northwest, National Association, as Trustee Mac: U1228-051

U.S Bank Equipment Finance, a division of U.S. Bank National Association

Unions 

International Brotherhood of Electrical Workers

Service Employees International

Utility Providers

AT&T

AT&T Corp.

Comcast

Level 3 Communications

Verizon Business Network Services

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Vendors/Suppliers (critical, foreign, common carrier, shippers, 

warehousemen, customs duties, brokers charges, facilities provider and third 

party)

Brock Services, LLC

ChemTreat, Inc.

Praxair

Praxair Services, Inc.

ADP, Inc.

Turner Construction Company

Interested Parties / Notice of Appearance Parties

Deutsche Bank National Trust Company

Deutsche Bank Trust Company Americas

Honeywell International Inc.

McKinsey & Company, Inc. U.S.

Liberty Mutual Insurance Company

NextEra Energy Inc., et al.

NextEra Energy Montezuma II Wind, LLC

NextEra Energy Partners, L.P.

NextEra Energy, Inc.

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