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28 BAKER

& HOSTETLER LLP

ATTORNEYS AT LAW

SAB FRANCISCO, CA 

 

Robert A. Julian (SBN 99469) 

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: 310.442.8875 

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) 

ORDER APPROVING THE 

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 LINCOLN 

PARTNERS ADVISORS LLC AS A 

FINANCIAL ADVISER EFFECTIVE AS 

OF MARCH 1, 2019 

Signed and Filed: May 10, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

May 10, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 1976 Filed: 05/10/19 Entered: 05/10/19 14:10:27 Page 1 of

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BAKER 

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ATTORNEYS AT LAW

SAN FRANCISCO, CA 

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Upon the Application, dated March 29, 2019, (the “Application”),1 of the Official 

Committee of Tort Claimants (the “Committee”) of PG&E Corporation and Pacific Gas and 

Electric Company (collectively the “Debtors”) for an order authorizing the Committee to retain 

and employ Lincoln Partners Advisors LLC (“Lincoln”) as financial advisor to the Committee, 

effective as of March 1, 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 Committee and Lincoln dated March 1, 2019 (the 

“Engagement Letter”) as such was affixed to the Williams Declaration, and 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, dated May 3, 

2019, (the “Supplement”), and this Court having jurisdiction to consider the Application and the 

relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, Order Referring Bankruptcy Cases 

and Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.), and Rule 5011-1(a) of the 

Bankruptcy Local Rules for the United States District Court for the Northern District of California 

(the “Bankruptcy Local Rules”); and consideration of the Application and the requested relief 

being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court 

pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found and determined that notice 

of the Application as provided to the parties listed therein is reasonable and sufficient; and it 

appearing that no other or further notice need be provided; and this Court having reviewed the 

Application and the Williams Declaration; and it appearing that the relief requested in the 

Application is in the best interests of the Debtors, their estates, creditors, shareholders, and all 

parties in interest; and upon all of the proceedings had before this Court and after due deliberation 

and sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Application is approved solely to the extent set forth herein. 

 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the 

Application. 

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ATTORNEYS AT LAW

SAN FRANCISCO, CA 

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2. The Committee is authorized, pursuant to section 1103 of the Bankruptcy Code and 

Bankruptcy Rules 2014(a) and 5002, to engage Lincoln as its financial advisor in these Cases, 

effective as of March 1, 2019. The terms of Lincoln’s engagement, with the exception of Lincoln’s 

compensation and reimbursement of expenses, will be pursuant to the terms of the Engagement 

Letter, which scope shall be amended as reflected in the Supplement. 

3. Lincoln shall be compensated for fees and reimbursed for reasonable and necessary 

expenses and shall file monthly fee statements and interim and final fee applications for the 

allowance of compensation for services rendered and reimbursement of expenses incurred in 

accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the 

Bankruptcy Local Rules, 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], the United States Bankruptcy Court Northern District of California Guidelines for 

Compensation and Expense Reimbursement of Professionals and Trustees, effective February 19, 

2014, and 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, and any other order of the Court. 

4. In connection with any increases in Lincoln’s rates, as set forth in paragraph 16 of 

the Application, Lincoln shall file a supplemental declaration with this Court and provide ten [10] 

business days’ notice to the United States Trustee and the Debtors prior to filing a fee statement 

or fee application reflecting an increase in such rates. The supplemental declaration shall set forth 

the requested rate increases, explain the basis for the requested rate increases in accordance with 

section 330(a)(3)(F) of the Bankruptcy Code and certify that the Committee has consented to the 

requested rate increases. The United States Trustee retains all rights to object to any rate increase 

on all grounds including, but not limited to, the reasonableness standard provided for in section 

330 of the Bankruptcy Code, and all rates and rate increases are subject to review by the Court. 

5. Notwithstanding anything to the contrary herein, the Office of the United States 

Trustee shall have the right to object to Lincoln’s interim and final fee applications (including 

Case: 19-30088 Doc# 1976 Filed: 05/10/19 Entered: 05/10/19 14:10:27 Page 3 of

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SAN FRANCISCO, CA 

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expense reimbursement) on all grounds, including the reasonableness standard provided in section 

330 of the Bankruptcy Code. 

6. Notwithstanding anything to the contrary in the Application, any of its attachments, 

or the Engagement Letter, Lincoln shall not seek reimbursement of any fees or costs arising from 

the defense of any of Lincoln’s monthly fee statements or fee applications in these Cases. 

Approval of the Application and any terms of the Engagement Agreement shall not alter the result 

dictated by the holding in Baker Botts L.L.P. v. ASARCO LLC, 135 S. Ct. 2158, 2169 (2015) and 

its construction of 11 U.S.C. § 330(a)(1). 

7. The indemnification, exculpation, contribution, reimbursement and related 

provisions set forth in the Engagement Letter and Indemnification Letter are approved, subject 

during the pendency of these Cases to the following: 

(a) Lincoln shall not be entitled to indemnification, contribution or 

reimbursement for services other than the services provided under the 

Engagement Letter, unless such services and the indemnification, 

contribution or reimbursement therefor are approved by the Court; and 

(b) notwithstanding any provisions of the Engagement Letter or 

Indemnification Letter to the contrary, the Debtors shall have no obligation 

to indemnify an Indemnified Person or provide contribution or 

reimbursement to an Indemnified Person (i) for any claim or expense that 

is judicially determined (the determination having become final) to have 

arisen from such Indemnified Person’s bad faith, gross negligence, willful 

misconduct, or negligence (ii) for a contractual dispute in which the 

Committee alleges the breach of Lincoln’s contractual obligations if the 

Court determines that indemnification, contribution, or reimbursement 

would not be permissible, or (iii) for any claim or expense that is settled 

prior to a judicial determination as to the exclusions set forth in clauses (i) 

and (ii) above, but determined by this Court, after notice and a hearing, to 

be a claim or expense for which such Indemnified Person should not receive 

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ATTORNEYS AT LAW

SAN FRANCISCO, CA 

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indemnity, contribution or reimbursement under the terms of the 

Engagement Letter and Indemnification Letter, as modified by this Order. 

8. To the extent that there may be any inconsistency between the terms of the 

Application, the Engagement Letter and this Order, the terms of this Order shall govern. 

9. Notwithstanding anything to the contrary in the Application, any of its attachments, 

or the Engagement Letter, Lincoln’s allowed compensation shall have the same priority as the 

allowed professional fees and expenses of other professionals retained in the Cases. 

10. The relief granted herein shall be binding upon any chapter 11 trustee appointed in 

the Cases, or upon any chapter 7 trustee appointed in the event of a subsequent conversion of the 

Cases to cases under chapter 7. 

11. The Committee is authorized to take all steps necessary or appropriate to carry out 

this Order. 

12. This Court shall retain jurisdiction to hear and determine all matters arising from 

or related to the implementation, interpretation, or enforcement of this Order. For the avoidance 

of doubt, notwithstanding any provision in the Engagement Letter to the contrary, during the 

pendency of these Cases, this Court shall have exclusive jurisdiction over the approval of fees due 

and owing to Lincoln for this retention. 

** END OF ORDER **

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