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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@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) 

MOTION OF DEBTORS PURSUANT TO 11 

U.S.C. § 1121(d) TO FURTHER EXTEND 

EXCLUSIVE PERIODS 

(“SECOND EXCLUSIVITY EXTENSION 

MOTION”) 

Date: October 23, 2019 

Time: 10:00 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: October 16, 2019, 4:00pm 

(Pacific Time)

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). 

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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”) in the above-captioned 

chapter 11 cases (the “Chapter 11 Cases”), hereby submit this Motion (the “Motion”), pursuant to 

section 1121(d) of title 11 of the United States Code (the “Bankruptcy Code”), for a further extension 

of (a) the Exclusive Filing Period (as defined below) to and including November 29, 2019, and (b) the 

Exclusive Solicitation Period (as defined below) to and including January 28, 2020, without prejudice 

to the Debtors’ right to seek additional extensions of such periods.1 

In support of this Motion, the Debtors submit the Declaration of John Boken In Support of 

Motion of Debtors Pursuant to 11 U.S.C. § 1121(d) to Further Extend Exclusive Periods (the “Boken 

Declaration”) filed contemporaneously herewith. A proposed form of order granting the relief 

requested herein is annexed hereto as Exhibit A (the “Order”). 

1

 Pursuant to the Second Amended Order Implementing Certain Notice and Case Management 

Procedures [Docket No. 1996] (the “Case Management Order”), if a motion to extend the time to 

take any action is filed consistent with the Case Management Order before the expiration of the 

period prescribed by the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules for 

the United States District Court for the Northern District of California (the “Bankruptcy Local 

Rules”), or the provisions of any Order entered by the Court, the time shall automatically be 

extended until the Court acts on the motion, without the necessity for the entry of a bridge order. 

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TABLE OF CONTENTS 

I. JURISDICTION ........................................................................................................................6

II. BACKGROUND .......................................................................................................................6

III. PRELIMINARY STATEMENT ...............................................................................................6

IV. RELIEF REQUESTED ..............................................................................................................7

V. BASIS FOR RELIEF REQUESTED ........................................................................................8

A. (i) The Debtors’ Chapter 11 Cases Are Large and Complex, 

(ii) Considerable Good Faith Progress Has Been Made to Achieve 

the Objectives of Chapter 11, and (iii) There Has Not Been Sufficient 

Time to Permit the Debtors to Prosecute Their Chapter 11 Plan. ................................12

B. The Debtors Are Not Seeking to Use Exclusivity to 

Pressure Creditors to Submit to the Debtors’ Demands. .............................................14

C. The Debtors Are Making Required Postpetition Administrative Expense 

Payments As They Come Due and Have the Ability to Continue to Do So. ...............14

VI. CONCLUSION ........................................................................................................................15

VII. NOTICE ...................................................................................................................................15

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TABLE OF AUTHORITIES 

 Page(s) 

Cases 

In re Adelphia Commc’ns Corp., 

352 B.R. 578 (Bankr. S.D.N.Y. 2006) ...............................................................................10, 11, 14 

In re Borders Grp., Inc., 

460 B.R. 818 (Bankr. S.D.N.Y. 2011) ...........................................................................................10 

In re Catholic Bishop of N. Alaska, 

No. F08-00110-DMD, 2009 WL 8412171 (Bankr. D. Alaska Sept. 11, 2009) .............................11 

In re Covus Corp., 

122 B.R. 685 (Bankr. E.D. Va. 1991) ..............................................................................................9 

In re Dow Corning Corp., 

208 B.R. 661 (Bankr. E.D. Mich. 1997) ........................................................................................10 

In re Express One Int’l, Inc., 

194 B.R. 98 (Bankr. E.D. Tex. 1996) ......................................................................................10, 11 

In re Henry Mayo Newhall Mem’l Hosp., 

282 B.R. 444 (B.A.P. 9th Cir. 2002)..............................................................................................10 

In re Hermanos Torres Perez, Inc., 

491 B.R. 316 (Bankr. D.P.R. 2010) .................................................................................................9 

In re McLean Indus., Inc., 

87 B.R. 830 (Bankr. S.D.N.Y. 1987) .............................................................................................11 

In re New Meatco Provisions, LLC, 

No. 2:13-BK-22155-PC, 2014 WL 917335 (Bankr. C.D. Cal. Mar. 10, 2014) .............................11 

In re Texaco Inc., 

76 B.R. 322 (Bankr. S.D.N.Y. 1987) .......................................................................................12, 14 

In re United Press Int’l, Inc., 

60 B.R. 265 (Bankr. D.D.C. 1986) ............................................................................................9, 11 

Statutes 

28 U.S.C. §§ 157 and 1334 ....................................................................................................................6 

28 U.S.C. § 157(b) .................................................................................................................................6 

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28 U.S.C. §§ 1408 and 1409 ..................................................................................................................6 

Bankruptcy Code sections 1107(a) and 1108 ........................................................................................6 

Bankruptcy Code section 1121 ..............................................................................................7, 9, 10, 14 

Bankruptcy Code Section 1121(b) .....................................................................................................7, 9 

Bankruptcy Code Section 1121(c) .....................................................................................................7, 9 

Bankruptcy Code section 1121(d) ...........................................................................................7, 8, 9, 10 

Other Authorities 

Bankruptcy Rule 1015(b) .......................................................................................................................6 

Bankruptcy Rule 2002 .........................................................................................................................15 

H.R. Rep. No. 95-595 (1978), reprinted in 1978 U.S.C.C.A.N. 5963 ..........................................10, 12 

Local Rule 5011-1(a) .............................................................................................................................6 

Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, 

General Order 24 (N.D Cal) .............................................................................................................6 

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MEMORANDUM OF POINTS AND AUTHORITIES 

I. JURISDICTION 

The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334, the 

Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. 

Cal.), and Bankruptcy Local Rule 5011-1(a). This is a core proceeding pursuant to 28 U.S.C. § 157(b). 

Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

II. BACKGROUND 

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court voluntary 

cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and 

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the 

Bankruptcy Code. No trustee or examiner has been appointed in either of the Chapter 11 Cases. The 

Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to 

Bankruptcy Rule 1015(b). 

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an Official 

Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, the U.S. 

Trustee appointed an Official Committee of Tort Claimants (the “TCC” and, together with the 

Creditors Committee, the “Committees”). 

Additional information regarding the circumstances leading to the commencement of the 

Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is set forth 

in the Amended Declaration of Jason P. Wells in Support of the First Day Motions and Related Relief

[Docket No. 263] (the “Wells Declaration”). 

III. PRELIMINARY STATEMENT 

By Order dated May 23, 2019 [Docket No. 2226] (the “Extension Order”), the Court 

extended the Debtors’ Exclusive Filing Period to September 26, 2019, and extended the Debtors’ 

Exclusive Solicitation Period to November 26, 2019, in each case, without prejudice to the Debtors’ 

right to seek further extensions of such periods. 

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On September 9, 2019, the Debtors filed the Debtors’ Joint Chapter 11 Plan of 

Reorganization [Docket No. 3841]. On September 23, 2019, the Debtors’ filed the Debtors’ First 

Amended Joint Chapter 11 Plan of Reorganization [Docket No. 3966] (as may be further amended, 

modified, or supplemented, the “Plan”). Although the exclusive period to file a chapter 11 plan 

under section 1121 of the Bankruptcy Code remains in effect, out of an abundance of caution, the 

Debtors are seeking a further extension of the Exclusive Periods as they continue to prosecute their 

Plan. The Debtors, of course, are aware of the pending motion filed by the Ad Hoc Committee of 

Senior Unsecured Noteholders of the Utility and the TCC to terminate exclusivity. This Motion is 

not intended to circumvent that pending motion and the Debtors will respond separately to such 

motion. 

The Debtors believe the relief being sought in this Motion is appropriate in view of 

the substantial progress that has been made in these cases, including the filing of the Plan, and in 

view of the issues that need to be addressed prior to Plan solicitation and a hearing on confirmation 

of the Plan. 

IV. RELIEF REQUESTED 

Section 1121(b) of the Bankruptcy Code provides for an initial period of 120 days after the 

commencement of a chapter 11 case during which a debtor has the exclusive right to file a chapter 11 

plan (the “Exclusive Filing Period”). Section 1121(c)(3) of the Bankruptcy Code provides that if a 

debtor files a plan within the 120-day Exclusive Filing Period, it has an exclusive period of 180 days 

after the commencement of the chapter 11 case to obtain acceptances of its plan 

(the “Exclusive Solicitation Period”). As provided in the Extension Order, the Debtors’ Exclusive 

Filing Period and Exclusive Solicitation Period were extended to September 26, 2019 and November 

26, 2019, respectively (together, the “Exclusive Periods”), without prejudice to the Debtors’ right to 

seek further extensions of such periods. 

The Debtors request, pursuant to section 1121(d) of the Bankruptcy Code, an extension of the 

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Exclusive Filing Period to and including November 29, 2019, and the Exclusive Solicitation Period to 

and including January 28, 2020, without prejudice to the Debtors’ right to seek additional extensions 

of such periods. 

An extension of the Exclusive Periods in these large and complex Chapter 11 Cases as 

requested herein is appropriate, is in the best interests of the Debtors’ economic stakeholders, and is 

consistent with the intent and purpose of chapter 11 of the Bankruptcy Code. Ample cause exists to 

grant the Debtors an extension of the Exclusive Periods as, inter alia, (i) the Debtors’ cases are large 

and complex – the Utility is one of the largest electricity and natural gas utilities in the United States, 

with approximately 16 million customers, some 24,000 employees, approximately $51.7 billion in 

prepetition liabilities on a book value basis, and potentially thousands of claims arising out of or 

relating to the tragic and catastrophic wildfires that occurred in Northern California in 2017 and 2018; 

(ii) considerable good faith progress has been made in the administration of the Chapter 11 Cases – 

including, the filing of the Plan, which encompasses, among other things, two fundamental settlements 

– one with the Public Entities, and the second with the holders of Subrogation Claims with asserted 

claims in the approximate amount of $20 billion; and (iii) various issues need to be addressed, 

including determining the aggregate wildfire liabilities held by the constituency represented by the 

TCC to be treated in the Plan. These circumstances, in and of themselves, warrant a further extension 

of the Exclusive Periods. 

The relief requested will allow the Debtors to continue to focus on preserving and enhancing 

going concern value and implementing a financial and operational restructuring that will result in a 

competitive and sustainable cost and capital structure and achieve the other objectives of these Chapter 

11 Cases, including confirmation of the Plan by the June 30, 2020 deadline established in AB 1054. 

V. BASIS FOR RELIEF REQUESTED 

Pursuant to section 1121(d) of the Bankruptcy Code, the Court may extend the Exclusive 

Periods for cause. See 11 U.S.C. § 1121(d) (“on request of a party in interest made within the 

respective periods specified in subsections (b) and (c) of this section and after notice and a hearing, 

the court may for cause reduce or increase the 120-day period or the 180-day period referred to in this 

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section”). However, the 120-day period “may not be extended beyond a date that is 18 months after 

the [commencement] date” and the 180-day period “may not be extended beyond a date that is 20 

months after the [commencement] date.” Id. § 1121(d)(2). 

The Exclusive Periods established by Congress were incorporated in the Bankruptcy Code to 

afford a debtor a full and fair opportunity to propose a chapter 11 plan and enable solicitation of 

acceptances of the plan without the deterioration and disruption of a debtor’s business that might be 

caused by the filing of multiple competing plans. To terminate the Exclusive Periods in these Chapter 

11 Cases at this juncture would be to defeat the very purpose of section 1121 of the Bankruptcy Code, 

i.e., affording a debtor the full and fair opportunity to formulate and prosecute its proposed chapter 11 

plan. 

Courts have previously held that if a debtor timely files a plan within the Exclusive Filing 

Period, the debtor continues to maintain exclusivity throughout the Exclusive Solicitation Period and 

no other party may file a chapter 11 plan during that time. In re Covus Corp., 122 B.R. 685 (Bankr. 

E.D. Va. 1991) (“If the debtor files a plan within the 120 day period, the debtor is given a period of 

180 days, commencing on the date the order of relief is entered, during which the debtor may solicit 

acceptances of its plan. No other person may file a plan during such periods.”) (emphasis in original); 

In re Hermanos Torres Perez, Inc., 491 B.R. 316, 320 (Bankr. D.P.R. 2010) (“Sections 1121(b) and 

(c) of the Bankruptcy Code contains what is commonly referred to as the “exclusivity period” 

provisions in a Chapter 11 context. These sections codify those periods of time in which the debtor, 

and only the debtor, may file a Chapter 11 plan and/or solicit acceptance of the Chapter 11 plan. 

Creditors and other parties in interest are barred from filing a competing plan during this time.”) 

(emphasis supplied); In re United Press Int'l, Inc., 60 B.R. 265, 268 (Bankr. D.D.C. 1986) (“Thus, § 

1121(c)(3) can and should be construed as if it read that the exclusive period ends if ‘the debtor has 

filed a plan but that plan has not been accepted’ within 180 days (or any extension thereof).”). The 

foregoing, of course, is consistent with the Extension Order, nevertheless, out of an abundance of 

caution, the Debtors seek a further extension of the Exclusive Periods pursuant to section 1121(d) as 

requested herein. 

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As stated, section 1121(d) of the Bankruptcy Code empowers a Bankruptcy Court to extend 

the Exclusive Periods “for cause.” The Bankruptcy Code neither defines the term “cause” for purposes 

of section 1121(d) nor establishes formal criteria for an extension. The legislative history of section 

1121 indicates, however, that it is intended to be a flexible standard to balance the competing interests 

of a debtor and its creditors. See H.R. Rep. No. 95-595, at 231-32 (1978), reprinted in 1978 

U.S.C.C.A.N. 5963 (noting that Congress intended to give Bankruptcy Courts great flexibility to 

protect a debtor’s interests by allowing a debtor unimpeded opportunity to negotiate settlement of 

debts without interference from other parties in interest). 

In exercising its broad discretion, the Bankruptcy Court may consider a variety of factors to 

assess the totality of circumstances in each case. See In re Henry Mayo Newhall Mem'l Hosp., 282 

B.R. 444, 452 (B.A.P. 9th Cir. 2002) (“The question [of § 1121(d) cause] is inherently fact-specific 

and calls for a delicate exercise of judgment about which seasoned judges could differ.”); In re Borders 

Grp., Inc., 460 B.R. 818, 821−22 (Bankr. S.D.N.Y. 2011) (“The determination of cause under section 

1121(d) is a fact-specific inquiry and the court has broad discretion in extending or terminating 

exclusivity.”); In re Adelphia Commc’ns Corp., 352 B.R. 578, 587 (Bankr. S.D.N.Y. 2006) 

(identifying objective factors courts historically have considered in determining whether cause exists 

to extend or terminate exclusivity); In re Dow Corning Corp., 208 B.R. 661, 664 (Bankr. E.D. Mich. 

1997); In re Express One Int’l, Inc., 194 B.R. 98 (Bankr. E.D. Tex. 1996). Those factors include, 

without limitation: 

(i) the size and complexity of the debtor’s case; 

(ii) the necessity for sufficient time to permit the debtor to negotiate a 

 chapter 11 plan and prepare adequate information; 

(iii) the existence of good faith progress towards reorganization; 

(iv) the fact that the debtor is paying its bills as they become due; 

(v) whether the debtor has demonstrated reasonable prospects for 

 filing a viable plan; 

(vi) whether the debtor has made progress in negotiations with its 

 creditors; 

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(vii) the amount of time which has elapsed in the case; 

(viii) whether the debtor is seeking an extension of exclusivity in order to 

pressure creditors to submit to the debtor’s reorganization demands; 

and 

(ix) whether an unresolved contingency exists. 

In re New Meatco Provisions, LLC, No. 2:13-BK-22155-PC, 2014 WL 917335, at *3 (Bankr. 

C.D. Cal. Mar. 10, 2014); In re Catholic Bishop of N. Alaska, No. F08-00110-DMD, 2009 WL 

8412171, at *1 (Bankr. D. Alaska Sept. 11, 2009); Adelphia Commc’ns, 352 B.R. at 587 (noting that 

the nine factors listed above are “objective factors which courts historically have considered in making 

determinations of this character”); In re McLean Indus., Inc., 87 B.R. 830, 834 (Bankr. S.D.N.Y. 

1987); accord In re Express One, 194 B.R. at 100 (identifying all of the nine factors as relevant in 

determining whether cause exists to extend exclusivity); In re United Press Int’l, Inc., 60 B.R. 265, 

269 (Bankr. D.C. 1986) (holding that debtor showed cause to extend exclusive period based upon 

certain of the nine factors). The exercise of the Court’s discretion is not simply a check-off process, 

but is based upon the totality of the circumstances. The above factors are not the exclusive bases for 

the exercise of the Court’s discretion to extend the exclusive periods, nor must they all be satisfied. 

Application of the relevant standards to the indisputable facts of these Chapter 11 Cases 

demonstrates that more than ample cause exists to grant the Debtors’ requested extensions of the 

Exclusive Periods. The extensions are necessary and appropriate in order for the Debtors to have the 

opportunity contemplated by the Bankruptcy Code to prosecute their Plan. 

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A. (i) The Debtors’ Chapter 11 Cases Are Large and Complex, 

(ii) Considerable Good Faith Progress Has Been Made to Achieve 

the Objectives of Chapter 11, and (iii) There Has Not Been Sufficient 

Time to Permit the Debtors to Prosecute Their Chapter 11 Plan.

It is well established that the size and complexity of a debtor’s case alone may constitute cause 

to extend the Exclusive Periods. The legislative history provides that “if an unusually large company 

were to seek reorganization under chapter 11, the court would probably need to extend the time in 

order to allow the debtor to reach an agreement.” H.R. Rep. No. 95-595, at 232 (1978), reprinted in

1978 U.S.C.C.A.N. 5963. Similarly, courts have recognized that “[t]he large size of a debtor and the 

consequent difficulty in formulating a plan . . . for a huge debtor with a complex financial structure 

are important factors which generally constitute cause for extending the exclusivity periods.” In re 

Texaco Inc., 76 B.R. 322, 326 (Bankr. S.D.N.Y. 1987). 

The size and complexity of, and legal issues involved in, these unprecedented Chapter 11 Cases 

themselves warrant a further extension of the Exclusive Periods as requested. As set forth above, these 

Chapter 11 Cases are among the largest chapter 11 filings in U.S. history. The Debtors employ 

approximately 24,000 employees and operate one of the largest electricity and natural gas utilities in 

the United States – servicing approximately 16 million customers throughout a 70,000-square-mile 

service area in northern and central California. The Debtors own and operate approximately 136 

generating facilities, nine (9) natural gas compressor stations, over 120,000 circuit miles of electric 

transmission and distribution lines, and nearly 50,000 miles of natural gas transmission and 

distribution pipelines. The size and complexity of the Debtors’ businesses, assets, regulatory 

framework, employee relationships, vendor relationships, and financing arrangements are selfevident. Moreover, in addition to managing and operating a vast business enterprise, the Debtors must 

address and resolve in the chapter 11 plan process, the potentially thousands of wildfire claims that 

have already been asserted and will be asserted against them. 

During the initial stages of these Chapter 11 Cases, the Debtors’ resources were devoted to 

successfully assuring a smooth transition into chapter 11 and minimizing the business disruptions 

normally attendant thereto, and maintaining relationships with the Debtors’ business partners. The 

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Court is well aware of the number of parties that have appeared in these Chapter 11 Cases, and the 

number of hearings and contested matters that have been held before the Court. Establishing a bar 

date and noticing procedures alone took several months, with the bar date being set for October 21, 

2019, which the Debtors hope will provide additional pertinent information for the Debtors’ Plan 

process. 

Further, the Debtors have made substantial progress in the Plan process. As stated and as the 

Court is aware, the Debtors have achieved two critical settlements of their wildfire liabilities to be 

satisfied and discharged pursuant to their Plan. The first settlement fully resolves all of the wildfire 

claims held by the 18 settling Public Entities for the aggregate amount of $1 billion. The second 

settlement fully resolves all of the claims held by Subrogation Claimants in the asserted amount of 

approximately $20 billion for consideration in the amount of $11 billion, representing a 45% 

reduction. 

Moreover, the Debtors filed their Plan on September 23, 2019. The Plan encompasses the two 

settlements discussed above and also is backed by equity commitments of at least $14 billion, which 

serve as the foundation for the equity portion of a comprehensive financing package that will fund the 

Plan and the Debtors’ timely emergence from chapter 11. With the CPUC review process also 

underway, the Debtors’ Plan is on track to meet the June 30, 2020 deadline imposed by AB 1054. 

Nevertheless, as the Court has recognized, certain contingencies still exist that warrant the 

requested extensions. These include getting more clarity on the magnitude of the wildfire liabilities 

held by the constituency represented by the TCC to be addressed in the Plan. This is the subject of 

ongoing proceedings before the United States District Court, the California Superior State Court, as 

well as this Court. There are also certain other preliminary Plan-related issues raised by the Court, 

including whether wildfire claims asserted by certain public or private entities are subject to 

estimation, and postpetition interest rate and make-whole issues related to funded debt claims and their 

proposed treatment under the Plan. In light of these issues and contingences, the Court has 

appropriately recognized that filing a proposed Disclosure Statement with respect to the Debtors’ Plan 

is still premature. 

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Simply stated, and as the Court has recognized, the Debtors have made substantial progress in 

the administration of these Chapter 11 Cases. The Exclusive Periods should be extended as requested 

so the Debtors can have the opportunity to continue this progress and achieve a timely and successful 

emergence from chapter 11. 

B. The Debtors Are Not Seeking to Use Exclusivity to 

Pressure Creditors to Submit to the Debtors’ Demands.

It is self-evident that the Debtors are not seeking these extensions to artificially delay the 

administration of these Chapter 11 Cases or to hold creditors hostage to an unsatisfactory plan 

proposal. Rather, the requested extensions recognize the current posture of these cases and the time 

needed for the Debtors to successfully complete their Plan process. The request for extending the 

Exclusive Periods is not a negotiation tactic, but rather a realistic assessment of the time necessary to, 

among other things, address the above-described issues so that the Plan solicitation process can 

appropriately commence, 

Additionally, the extensions of the Exclusive Periods as requested will not prejudice any party 

in interest, but rather will afford the Debtors a realistic opportunity to timely confirm the Plan. Failure 

to extend the Exclusive Periods as requested herein would defeat the very purpose of section 1121 of 

the Bankruptcy Code, i.e., to provide the Debtors with a meaningful and reasonable opportunity to 

pursue a confirmable chapter 11 plan. Conversely, the termination of the Exclusive Periods and the 

threat of multiple plans would lead to unnecessary adversarial situations, a potential crisis in 

confidence among the Debtors’ customers, employees, business partners, and other economic 

stakeholders, and the attendant deterioration in value of the Debtors’ business enterprise, to the 

detriment and prejudice of all parties in interest. Further, termination of the Exclusive Periods likely 

would jeopardize meeting the June 30, 2020 AB 1054 deadline and the Debtors’ ability to participate 

in the go-forward wildfire fund. 

C. The Debtors Are Making Required Postpetition Administrative Expense 

Payments As They Come Due and Have the Ability to Continue to Do So.

Courts considering an extension of exclusivity also may assess a debtor’s liquidity and ability 

to pay costs and expenses of administration. See Adelphia Commc’ns, 352 B.R. at 587; Texaco, 76 

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B.R. at 322. Here, the Debtors have obtained a $5.5 billion DIP facility, are current on payment of 

their postpetition obligations, and have sufficient liquidity to pay their undisputed administrative 

expenses in the ordinary course. As such, the requested extension of the Exclusive Periods will not 

prejudice the legitimate interests of creditors or other parties in interest, and this factor weighs in favor 

of granting the relief requested. 

VI. CONCLUSION 

The Debtors have responded to the exigent demands of these Chapter 11 Cases and have made 

substantial progress to advance the reorganization process. The Debtors should be afforded a full, fair, 

and reasonable opportunity to pursue and solicit acceptances of their Plan, as contemplated by chapter 

11 of the Bankruptcy Code. 

VII. NOTICE 

Notice of this Motion will be provided to (i) the Office of the U.S. Trustee for Region 17 (Attn: 

Andrew Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors Committee; (iii) counsel 

to TCC; (iv) the Securities and Exchange 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 Chapter 11 Cases and requested service pursuant to Bankruptcy Rule 2002. The Debtors 

respectfully submit that no further notice is required. 

No previous request for the relief sought herein has been made by the Debtors to this or any 

other court, other than the motion resulting in the Extension Order. 

WHEREFORE the Debtors respectfully request entry of an order granting (i) the relief 

requested herein for cause shown and as being in the best interests of their estates, creditors, 

shareholders, and all other parties in interest, and (ii) such other and further relief as the Court may 

deem just and appropriate. 

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Dated: September 25, 2019 

 WEIL, GOTSHAL & MANGES LLP 

 KELLER & BENVENUTTI LLP

 

/s/ Stephen Karotkin

 Stephen Karotkin 

Attorneys for Debtors and Debtors in Possession

Case: 19-30088 Doc# 4005 Filed: 09/25/19 Entered: 09/25/19 17:08:25 Page 16

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