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C. Luckey McDowell (admitted pro hac vice)

Ian Roberts (admitted pro hac vice)

SHEARMAN & STERLING LLP

1100 Louisiana

Suite 3300

Houston, Texas 77002

Tel: (713) 354-4875

Email: Luckey.McDowell@Shearman.com

Daniel Laguardia (CA Bar No. 314654)

SHEARMAN & STERLING LLP

535 Mission Street

25th Floor

San Francisco, CA 94105

Tel: (415) 616-1114

Email: Daniel.Laguardia@Shearman.com

Counsel for Agua Caliente Solar, LLC, Clearway 

Energy, Inc., Clearway Energy Group LLC, MC 

Shiloh IV Holdings LLC, NRG Energy, Inc., Solar 

Partners II LLC, Solar Partners VIII LLC, and 

TerraForm Power, Inc.

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E Corporation, Pacific Gas & Electric

Company,

Debtors.

Bankruptcy Case

No. 19-30088 (DM) 

Chapter 11

(Lead Case)

(Jointly Administered)

☐ 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.

LIMITED OBJECTION OF CERTAIN

PPA PARTIES TO (I) MOTION OF THE 

OFFICIAL COMMITTEE OF TORT 

CLAIMANTS FOR ENTRY OF A 

PROTECTIVE ORDER; AND (II) 

DEBTORS’ MOTION FOR ENTRY OF 

PROTECTIVE ORDER PURSUANT TO 

FED. R. BANKR. P. 7026 AND 9014(c) AND 

11 U.S.C. § 105(a) GOVERNING 

DISCOVERY MATERIALS AND OTHER 

INFORMATION

Date: 7/9/2019

Time: 9:30 a.m. PST

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Case: 19-30088 Doc# 2874 Filed: 07/05/19 Entered: 07/05/19 14:40:46 Page 1 of

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Agua Caliente Solar, LLC, Clearway Energy, Inc., Clearway Energy Group LLC, MC 

Shiloh IV Holdings LLC, NRG Energy, Inc., Solar Partners II LLC, Solar Partners VIII LLC, and 

TerraForm Power, Inc. (collectively, the “PPA Parties”) hereby submit this limited objection (this 

“Limited Objection”) with respect to the (i) Motion of the Official Committee of Tort Claimants 

for Entry of a Protective Order [Docket No. 2419] (the “TCC Motion”), filed by the Official 

Committee of Tort Claimants (the “TCC”); and (ii) Motion for Entry of Protective Order 

Pursuant to Fed. R. Bankr. P. 7026 and 9014(c) and 11 U.S.C. § 105(a) Governing Discovery 

Materials and Other Information [Docket No. 2459] (the “Debtor Motion” and, together with the 

TCC Motion, the “Motions”) filed by the Debtors, in the above-captioned chapter 11 cases (the 

“Chapter 11 Cases”), and respectfully represent as follows.

Preliminary Statement

The PPA Parties did not initially object to the Motions because they appeared to focus only

on the exchange of information between the Debtors, the Official Committee of Unsecured 

Creditors, and the TCC. Indeed, on July 1, 2019, the Court entered the Order Governing 

Discovery By And Among Debtors, Official Committee Of Unsecured Creditors, And Official 

Committee Of Tort Claimants [Docket No. 2807] (the “Protective Order”), limiting its effects to 

those groups. The Debtors, however, seek now to have the Protective Order apply to the exchange 

of information among all parties in these Chapter 11 Cases, including the PPA Parties.

Accordingly, the PPA Parties file this objection to preserve their rights, noting that similar 

objections filed by other PPA parties have not been accommodated by the Debtors to date. 

Limited Objection

The PPA Parties do not oppose the application of uniform terms governing discovery in 

these Chapter 11 Cases, but are concerned that the Protective Order, as currently drafted, would 

not permit parties in interest who are members of a common interest group, like the PPA Parties, 

Case: 19-30088 Doc# 2874 Filed: 07/05/19 Entered: 07/05/19 14:40:46 Page 2 of

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to share designated materials with other members of the group.1 Accommodating groups with 

common interests—without exposing the Debtors to unreasonable risk of disclosure—can be 

addressed in the Protective Order by expressly permitting parties to share the confidential 

information with others who hold a common interest, provided that such recipients will otherwise 

be bound by the same terms of the Protective Order as if the Debtors had provided the information 

directly to them. In addition, the Protective Order appears to preclude the disclosure of “HIGHLY 

CONFIDENTIAL” or “PROFESSIONAL EYES ONLY” information or items even to the parties’ 

in-house counsel. Depriving parties from sharing information with their in-house counsel takes 

the Debtors’ concerns too far and deprives parties from relying on the advice of their counsel who, 

in many cases, have years of specialized knowledge that benefits not only their client but also 

allows their outside counsel to give better advice. Accordingly, the Protective Order should be 

modified to: (i) permit common interest parties to share Protected Material amongst themselves, 

and (ii) allow the disclosure of such materials designated as “HIGHLY CONFIDENTIAL” or 

“PROFESSIONAL EYES ONLY” to the parties’ in-house counsel.

Finally, the PPA Parties submit that, in order to preserve clarity as to what is protected and 

what is not protected, the Protective Order should be modified to exclude oral communications 

(other than those transcribed), from the definition of “Discovery Material.”

Notice

Notice of this Limited Objection will be provided to (i) the Office of the U.S. Trustee for 

Region 17 (Attn: Anthony R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Debtors; 

(iii) counsel to the Creditors Committee; (iv) counsel to the Tort Claimants Committee; (v) the 

Securities and Exchange Commission; (vi) the Internal Revenue Service; (vii) the Office of the 

 

1 Section 7.2 and Section 7.3 of the Protective Order enumerate the persons to whom “Confidential” and “Highly 

Confidential” materials, respectively, may be disclosed.

Case: 19-30088 Doc# 2874 Filed: 07/05/19 Entered: 07/05/19 14:40:46 Page 3 of

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California Attorney General; (viii) the California Public Utilities Commission; (ix) the Nuclear 

Regulatory Commission; (x) the Federal Energy Regulatory Commission; (xi) the Office of the 

United States Attorney for the Northern District of California; (xii) counsel for the agent under the 

Debtors’ debtor-in-possession financing facility; (xiii) counsel to the various PPA counterparties; 

and (xiv) those persons who have formally appeared in these chapter 11 cases and requested 

service pursuant to Bankruptcy Rule 2002. The PPA Parties respectfully submit that no further 

notice is required.

Dated: Houston, Texas

July 5, 2019 Respectfully submitted,

/s/ C. Luckey McDowell

C. Luckey McDowell (admitted pro hac vice)

Ian Roberts (admitted pro hac vice)

SHEARMAN & STERLING LLP

1100 Louisiana

Suite 3300

Houston, Texas 77002

Tel: (713) 354-4875

Email: Luckey.McDowell@Shearman.com

Daniel Laguardia (CA Bar No. 314654)

SHEARMAN & STERLING LLP

535 Mission Street

25th Floor

San Francisco, CA 94105

Tel: (415) 616-1114

Email: Daniel.Laguardia@Shearman.com

Counsel for Agua Caliente Solar, LLC, Clearway 

Energy, Inc., Clearway Energy Group LLC, MC 

Shiloh IV Holdings LLC, NRG Energy, Inc., Solar 

Partners II LLC, Solar Partners VIII LLC, and 

TerraForm Power, Inc.

Case: 19-30088 Doc# 2874 Filed: 07/05/19 Entered: 07/05/19 14:40:46 Page 4 of

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CERTIFICATE OF SERVICE

At the time of service, I was over 18 years of age and not a party to this action. I am

employed in the County of Harris, State of Texas. My business address is1100 Louisiana, Suite 

3300, Houston, Texas 77002.

On July 5, 2019, I caused to be served a true copy of the following document described as 

Limited Objection of Certain PPA Parties to (I) Motion of the Official Committee of Tort 

Claimants for Entry of a Protective Order; And (II) Debtors’ Motion For Entry of Protective 

Order Pursuant To Fed. R. Bankr. P. 7026 And 9014(C) and 11 U.S.C. § 105(A) Governing 

Discovery Materials and Other Information by electronically filing the document with the Clerk 

of the Court by using the CM/ECF system. Participants in the case who are registered CM/ECF 

users will be served by the CM/ECF system.

I declare under penalty of perjury under the laws of the State of Texas that the foregoing is

true and correct.

Executed on July 5, 2019.

/s/ _C. Luckey McDowell____

Case: 19-30088 Doc# 2874 Filed: 07/05/19 Entered: 07/05/19 14:40:46 Page 5 of

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