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KRAMER LEVIN NAFTALIS & FRANKEL LLP

Amy Caton * Pro Hac Vice Pending

Megan Wasson * Pro Hac Vice Pending

1177 Avenue of the Americas

New York, NY 10036

Telephone: (212) 715-9100

Facsimile: (650) 715-8000

Email: acaton@kramerlevin.com

mwasson@kramerlevin.com 

-and –

SHEPPARD, MULLIN, RICHTER & HAMPTON 

LLP

A Limited Liability Partnership

Including Professional Corporations

ORI KATZ, Cal. Bar No. 209561

okatz@sheppardmullin.com

MICHAEL M. LAUTER, Cal. Bar No. 246048

mlauter@sheppardmullin.com

SHADI FARZAN, Cal. Bar No. 301610

sfarzan@sheppardmullin.com

Four Embarcadero Center, 17th Floor

San Francisco, California 94111-4109

Telephone: 415.434.9100

Facsimile: 415.434.3947

Attorneys for the PG&E Holdco Group 

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)

VERIFIED STATEMENT OF THE PG&E 

HOLDCO GROUP PURSUANT TO 

BANKRUPTCY RULE 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).

Case: 19-30088 Doc# 3043 Filed: 07/17/19 Entered: 07/17/19 16:30:39 Page 1 of

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Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), certain owners of claims against and interests in, PG&E 

Corporation (“Holdco”) and its affiliated debtors (“the “Debtors”), including bank debt at 

PG&E Corporation (the “PG&E Holdco Group”), by and through its undersigned 

counsel, submit this verified statement (the “2019 Statement”), and in support thereof, 

state as follows:

1. In or around May 2, 2019, the PG&E Holdco Group engaged 

Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”) to represent it in connection 

with the Debtors’ restructuring. 

2. The members of the PG&E Holdco Group hold, or are the 

investment advisors, sub-advisors or managers of funds or discretionary accounts that hold 

(with such investment advisors, sub-advisors and managers acting on behalf of such 

holders), as of July 17, 2019, approximately $154,571,784 million in aggregate principal 

amount outstanding of the Holdco Revolving Credit Facility, issued pursuant to the Second 

Amended and Restated Credit Agreement, dated April 27, 2015, between PG&E 

Corporation and Bank of America, N.A., and approximately $189,798,364 million in 

aggregate principal amount outstanding of the Holdco Term Loan, issued pursuant to the 

Term Loan Agreement, dated April 16, 2018, between PG&E Corporation and Mizuho 

Bank, Ltd. In accordance with Bankruptcy Rule 2019, the address and the “nature and 

amount of all disclosable economic interests” for each member are set forth on Exhibit A

attached hereto. The information set forth on Exhibit A is based upon information the 

members provided to Counsel and is subject to change. 

Case: 19-30088 Doc# 3043 Filed: 07/17/19 Entered: 07/17/19 16:30:39 Page 2 of

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3. Nothing in this Statement, including Exhibit A hereto, should be 

construed as a limitation upon, or waiver of, any holder’s right to assert, file and/or amend 

its claims in accordance with applicable law and any orders entered in these cases. 

4. The undersigned verify that the foregoing is true and correct to the 

best of their knowledge.

5. Counsel reserves the right to amend or supplement this Statement.

6. The information contained herein is intended only to comply with 

Bankruptcy Rule 2019 and is not intended for any other use or purpose. 

Dated: July 17, 2019

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

/s/ 

ORI KATZ

okatz@sheppardmullin.com

MICHAEL M. LAUTER

mlauter@sheppardmullin.com

SHADI FARZAN

sfarzan@sheppardmullin.com

Four Embarcadero Center, 17th Floor

San Francisco, California 94111-4109

Telephone: 415.434.9100

Facsimile: 415.434.3947 -and –

KRAMER LEVIN NAFTALIS & FRANKEL LLP

Amy Caton

Megan Wasson

1177 Avenue of the Americas

New York, NY 10036

Telephone: (212) 715-9100

Facsimile: (650) 715-8000

Email: acaton@kramerlevin.com*

mwasson@kramerlevin.com*

Case: 19-30088 Doc# 3043 Filed: 07/17/19 Entered: 07/17/19 16:30:39 Page 3 of

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*pro hac vice applications pending

Attorneys for the PG&E Holdco Group

Case: 19-30088 Doc# 3043 Filed: 07/17/19 Entered: 07/17/19 16:30:39 Page 4 of

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Exhibit A

- 1 -

Name Nature and Amount1 of Disclosable Economic Interests

Holdco Revolver and Term Loan Claims Other

Azteca Partners LLC2

51 JFK Parkway

Short Hills NJ 07078

$48,139,955.00 PG&E Common Shares: 7,634,221

Utility Preferred Shares: 168,321

DIP Loan Obligations:

3

$41,050,000.00

Utility L/C Reimbursement: $8,200,000.00

Utility Unsecured Funded Debt Claims:4$303,556,896.00

Palomino Master Ltd.2

51 JFK Parkway

Short Hills NJ 07078

$69,140,423.00 PG&E Common Shares: 10,965,779

Utility Preferred Shares: 241,719

DIP Loan Obligations: $58,950,000.00

Utility L/C Reimbursement: $11,800,000.00

Utility Unsecured Funded Debt Claims: $435,879,437.00

GoldenTree Asset 

Management, LP

300 Park Avenue, 21st Floor

New York, NY 10022

$48,542,000.00 Utility Unsecured Funded Debt Claims: $89,956,000.00

HSBC Bank plc5

452 Fifth Avenue,

New York, NY 10018

$18,361,668.96 Utility Unsecured Funded Debt Claims: $88,457,642.00

Marathon Asset Management

1 Bryant Park, #38

New York, New York 10036

$80,986,101.00 Utility Unsecured Funded Debt Claims: $84,858,953.00

PG&E Common Shares: 200,000 

 

1 Amounts listed on this Exhibit A are calculated as of July 17, 2019 (unless otherwise noted) and do not include any claims for, without limitation, fees, 

expenses, accrued and unpaid interest, premiums, make-wholes or indemnification that may be owing under any indenture, credit agreement, or instrument.

2 Appaloosa LP is the investment advisor to Azteca Partners LLC and Palomino Master Ltd.

3 DIP Loan Obligations include undrawn commitments, if any.

4 Utility Unsecured Funded Debt Claims include the Senior Notes, the Utility Term Loan, and the Utility Revolver, all as described in the Amended 

Declaration of Jason P. Wells in Support of First Day Motions and Related Relief [Dkt. No. 263].

5 HSBC Bank plc also holds short positions on certain of the Senior Notes. 

Case: 19-30088 Doc# 3043 Filed: 07/17/19 Entered: 07/17/19 16:30:39 Page 5 of

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Exhibit A

- 2 -

Name Nature and Amount1 of Disclosable Economic Interests

Holdco Revolver and Term Loan Claims Other

Silver Point Capital, L.P., on 

behalf of certain funds and 

accounts6

Two Greenwich Plaza

Greenwich, CT 06830

$79,200,000.00 PG&E Common Shares: 14,524,000

Subrogation Claims: $22,397,514.23

Trade Vendor Claims: $8,626,980.26

Utility Unsecured Funded Debt Claims: $296,730,666.51

 

6 As of July 1, 2019.

Case: 19-30088 Doc# 3043 Filed: 07/17/19 Entered: 07/17/19 16:30:39 Page 6 of

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