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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)

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,

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)

DECLARATION OF ROBB C. McWILLIAMS IN 

SUPPORT OF DEBTORS’ FIRST OMNIBUS 

REPORT AND OBJECTION TO CLAIMS

ASSERTED PURSUANT TO 11 U.S.C. § 503(b)(9)

Date: August 14, 2019

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

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Case: 19-30088 Doc# 2897 Filed: 07/08/19 Entered: 07/08/19 18:08:37 Page 1 of

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Pursuant 28 U.S.C. § 1746, I, Robb C. McWilliams, hereby declare as follows:

I am a Managing Director at the firm of AlixPartners, LLP (“AlixPartners”), an affiliate of AP 

Services, LLC (“APS”), which, pursuant to an order of the Court dated April 9, 2019 [Dkt. No. 1299], 

provides interim management services to PG&E Corporation and Pacific Gas and Electric Company, as 

debtors and debtors-in-possession (collectively, “PG&E” or the “Debtors”) in the above-captioned 

cases (the “Chapter 11 Cases”). I submit this Declaration in support of the Debtors’ First Omnibus 

Report and Objection to Claims Asserted Pursuant to 11 U.S.C. § 503(b)(9) (the “503(b)(9) 

Objection”), filed contemporaneously hereto.1

In my current position with AlixPartners, I am responsible for assisting the Debtors with various 

matters related to these Chapter 11 Cases, including reviewing and assessing the validity of Asserted 

503(b)(9) Claims (as defined below). I am generally familiar with the Debtors’ day-to-day operations, 

financing arrangements, business affairs, and books and records. Except as otherwise indicated herein, 

all facts set forth in this Declaration are based either upon my personal knowledge, the knowledge of 

other APS professionals working under and alongside me on this matter, my discussions with other 

members of the Debtors’ management team, the Debtors’ various other advisors and counsel, and my 

review of relevant documents and information prepared by the Debtors. If called upon to testify, I would 

testify competently to the facts set forth in this Declaration. I am authorized to submit this Declaration 

on behalf of the Debtors. 

On March 1, 2019, the Bankruptcy Court entered that certain Amended Order Pursuant to 11 

U.S.C. §§ 503(b)(9) and 105(a) Establishing Procedures for the Assertion, Resolution, and Satisfaction 

of Claims Asserted Pursuant to 11 U.S.C. § 503(b)(9) [Dkt. No. 725] (the “503(b)(9) Procedures 

Order”), pursuant to which the Court established certain procedures (the “503(b)(9) Procedures”) to 

govern the resolution of any 503(b)(9) Claims that may be asserted by Claimants against the Debtors.

Pursuant to the 503(b)(9) Procedures, any Claimant asserting a 503(b)(9) Claim was required to 

submit its 503(b)(9) Claim to Prime Clerk, LLC, the Debtors’ claims and noticing agent, in the manner 

set forth in the 503(b)(9) Procedures Order by no later than April 22, 2019 (the “503(b)(9) Claim Filing 

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

such terms in the Objection. 

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Deadline”). As set forth on Exhibit A to the Objection, as of the date hereof, the Debtors have received 

approximately six hundred and thirty-three (633) 503(b)(9) Claims, of which of which five hundred and 

thirty-six (536) of the 503(b)(9) Claims were received on or before the 503(b)(9) Claim Filing Deadline.2

In assessing the validity of the 503(b)(9) Claims, I, other APS professionals, or employees of the 

Debtors reviewed each of the 503(b)(9) Claims, including any supporting documentation provided by 

the Claimants, compared the asserted amounts to the Debtors’ books and records, and corresponded with 

Claimants as necessary, to determine whether, and to what extent, each of the 503(b)(9) Claims satisfied 

the requirements of section 503(b)(9) of the Bankruptcy Code and the 503(b)(9) Procedures Order. 

After reviewing the foregoing, the Debtors have determined that certain of the 503(b)(9) Claims 

(or portions thereof) were made in accordance with the requirements of the Bankruptcy Code and the 

503(b)(9) Procedures and, are therefore, valid (the “Proposed Valid 503(b)(9) Claims”). Accordingly, 

the Debtors are seeking to allow each such Proposed Valid 503(b)(9) Claim identified on Exhibit A to 

the Objection as an administrative expense claim pursuant to section 503(b)(9) of the Bankruptcy Code 

and in accordance with the 503(b)(9) Procedures. In addition, after reviewing their books and records, 

the Debtors have determined that certain of the 503(b)9) Claims (or portions thereof) identified on 

Exhibit A to the Objection are invalid based on one or more of the following grounds and, as a result, 

the Debtors are seeking to reclassify as general unsecured claims and/or disallow and expunge in whole 

or in part such 503(b)(9) Claims:

 2 Notwithstanding the passage of the 503(b)(9) Claim Filing Deadline, the Debtors continue as of the 

date hereof, to receive 503(b)(9) Claims from various parties. Where applicable, the Debtors have noted 

on Exhibit A to the Objection any instance where a 503(b)(9) Claim was filed after the 503(b)(9) Claim 

Deadline. The Debtors have not objected to, and are not seeking at this time to disallow or expunge any 

such late filed 503(b)(9) Claims, solely on the basis that such claims were not timely filed prior to the 

503(b)(9) Claim Filing Deadline; provided, however, the Debtors reserve the right to do so at a later 

date. The Debtors continue to work with their advisors to reconcile the 503(b)(9) Claims that continue 

to be filed after the 503(b)(9) Claim Filing Deadline, and to the extent the Debtors have not resolved 

any outstanding 503(b)(9) Claims herein, the Debtors reserve the right to object to such claims in the 

future.

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Grounds for Reclassification (in whole or in part)3

(i) amounts asserted in the 503(b)(9) Claim are on account of services or other nongoods; 

(ii) amounts asserted in the 503(b)(9) Claim are on account of goods delivered to the 

Debtors outside of the 20-day period prior to the Petition Date; 

Grounds for Disallowance/Expungement (in whole or in part)

(i) the 503(b)(9) Claim contains insufficient information for the Debtors to establish 

or evaluate the basis of the claim;

(ii) amounts asserted in the 503(b)(9) Claim do not match the Debtors’ books and 

records;

(iii) the 503(b)(9) Claim is duplicative of another 503(b)(9) Claim;

(iv) the 503(b)(9) Claim has been amended and superseded by a subsequently filed 

claim;

(v) the 503(b)(9) Claim was withdrawn by the Claimant;

(vi) amounts asserted in the 503(b)(9) Claim were previously satisfied or paid by the 

Debtors.

In addition, certain Claimants have asserted 503(b)(9) Claims against the wrong Debtor. To the 

extent that a 503(b)(9) Claim asserts a claim against the wrong Debtor, the Debtors have reclassified 

such claim against the correct Debtor in accordance with the Debtors’ books and records and, in certain 

instances, have objected to the reclassified claim on one or more of the bases set forth above. Each of 

the requirements of section 503(b)(9) and the various grounds for which the Debtors are seeking to 

reclassify, disallow, and/or expunge certain of the 503(b)(9) Claims pursuant to the Objection are 

discussed in further detail below.

Deliverance of Goods. It is my understanding that a 503(b)(9) Claim is invalid to the extent that 

it asserts a claim for services or other nontangible items rather than goods. As set forth on Exhibit A to 

the Objection, certain of the 503(b)(9) Claims seek to reclaim amounts for contingent litigation claims, 

services, resource adequacy and dispatch rights, energy curtailment, customer access charges, freight 

 3 The Debtors reserve the right to object in the future to any claims that may be reclassified as general 

unsecured claims. 

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and handling charges or fees, taxes, and insurance. To the extent that a 503(b)(9) Claim asserts a claim 

for non-goods, the Debtors are seeking to reclassify such claim as a general unsecured claim in 

accordance with the Debtors’ books and records. 

503(b)(9) Period. It is my understanding that section 503(b)(9) of the Bankruptcy Code requires 

the Claimant to have delivered the goods in question to the Debtors in the ordinary course of business 

and within twenty days prior to the commencement of the chapter 11 filing. Accordingly, as identified 

on Exhibit A to the Objection, a Claimant’s 503(b)(9) Claim has been reclassified as a general unsecured 

claim to the extent that it asserts a claim for goods that were delivered to the Debtors on a date falling 

outside the 20-day period (i.e., earlier than January 9, 2019 or later than January 28, 2019).

Insufficient Information. A number of 503(b)(9) Claims identified on Exhibit A to the 

Objection contained insufficient information for the Debtors to establish the basis for, or evaluate the 

validity of, such claims. The 503(b)(9) Procedures Order requires each Claimant asserting a 503(b)(9) 

Claim to deliver a proof of claim prior to the 503(b)(9) Claim Filing Deadline (a “Proof of 503(b)(9) 

Claim Form”) that sets forth, to the extent such information is already available or known to such 

Claimant, (i) the value of the Goods the Claimant contends the Debtors received within twenty (20) days 

prior to the Petition Date; (ii) documentation, including invoices, receipts, bills of lading, and the like, 

identifying the particular Goods for which the claim is being asserted; (iii) documentation regarding 

which Debtor the Goods were shipped to, the date the Goods were received by such Debtor, and the 

alleged value of such Goods; and (iv) a statement indicating (I) whether the value of such Goods listed 

in the Proof of 503(b)(9) Claim represents a combination of services and Goods, (II) the percentage of 

value related to services and related to Goods, and (III) whether the Claimant has filed any other claim 

against any Debtor regarding the Goods underlying its Proof of 503(b)(9) Claim Form. Certain 

Claimants failed to include this information in their 503(b)(9) Claim Forms and, after reviewing the 

Debtors’ books and records, the Debtors are not able to identify the bases of such claims or verify the 

amounts listed in such Claimants’ 503(b)(9) Claim Forms. In instances where this applies, the Debtors 

or their advisors attempted to reach out to the Claimants to request additional information before filing 

this Objection. To date, sufficient additional information has not been provided by any such Claimants. 

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Consequently, the Debtors are seeking to disallow and expunge those 503(b)(9) Claims (or portions 

thereof) that failed to include sufficient information for the Debtors to establish the basis for, or evaluate 

the validity of, the 503(b)(9) Claims.

Books and Records. There are a number of 503(b)(9) Claims identified on Exhibit A to the 

Objection where the claim amount asserted by the Claimant differs from the amount that the Debtors 

have recorded in their books and records as owed to the Claimant. As set forth in the Objection, in these 

instances, the Debtors are disputing the amount of the 503(b)(9) Claim and requesting that the Court 

allow such claim only in the amounts reflected in the Debtors’ books and records.

Duplicate Claims. There are a number of 503(b)(9) Claims identified on Exhibit A to the 

Objection where the applicable Claimants have asserted multiple identical 503(b)(9) Claims. In these 

instances, to the extent that a 503(b)(9) Claim duplicates another 503(b)(9) Claim, the Debtors are 

seeking to disallow and expunge such duplicate 503(b)(9) Claims. 

Amended Claims. There are a number of 503(b)(9) Claims identified on Exhibit A to the 

Objection where the applicable Claimants have amended their 503(b)(9) Claims (the “Amended 

503(b)(9) Claims”). In these instances, the Debtors have reconciled the Amended 503(b)(9) Claim in 

lieu of the original 503(b)(9) Claim. To the extent that a 503(b)(9) Claim has been amended, the 

Amended 503(b)(9) Claim supersedes the original 503(b)(9) Claim, and the Debtors are seeking to 

disallow and expunge the original 503(b)(9) Claim.

Withdrawn Claims. A number of the 503(b)(9) Claims identified on Exhibit A to the Objection 

have been withdrawn by the Claimants. In these instances, the Debtors are seeking to disallow and 

expunge such claims.

Satisfied Claims. Certain of the 503(b)(9) Claims have already been satisfied or paid by the 

Debtors – this includes amounts that were satisfied prepetition, satisfied as ordinary course postpetition 

obligations, or satisfied pursuant to prior Orders of the Court.4 To avoid the situation where a Claimant

 4 Such prior Orders of the Court include, without limitation, that certain Final Order Pursuant to 11 

U.S.C. §§ 105(a), 363(b), and 503(b)(9) and Fed. R. Bankr. P. 6003 and 6004 Authorizing Debtors to 

Pay Prepetition Obligations Owed to Certain Safety and Reliability, Outage, and Nuclear Facility 

Suppliers [Dkt. No. 883], Final Order Pursuant to 11 U.S.C. §§ 105(a), 363(b), 507(a), and 541 and 

Fed. R. Bankr. P. 6003 and 6004 Authorizing Debtors to Pay Prepetition Taxes and Assessments and 

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may be receiving a double recovery on account its claim, the Debtors are requesting that each such 

satisfied 503(b)(9) Claim be disallowed. In addition, certain Claimants have also filed written demands 

asserting reclamation claims (each a “Reclamation Demand”) that may be satisfied in accordance with 

the Order Pursuant to 11 U.S.C. §§ 546(c) and 105(a) and Fed. R. Bankr. P. 9019 Establishing and 

Implementing Exclusive and Global Procedures for the Treatment of Reclamation Claims [Dkt. No. 

699] (the “Reclamation Procedures Order”). In these instances, to the extent that a 503(b)(9) Claim 

duplicates a Reclamation Demand that has been allowed as an administrative expense claim pursuant to 

the Reclamation Procedures Order, such duplicate 503(b)(9) Claims should be disallowed and expunged. 

Accordingly, for the reasons set forth herein and in the Objection, the Debtors are requesting that 

each of the 503(b)(9) Claims listed on Exhibit A to the Objection (i) be allowed to the extent, and in the 

amount listed in the column labeled “Proposed Allowed 503(b)(9) Amount”, (ii) be disallowed, to the 

extent, and in the amount, listed in the column labeled, “Proposed Amount Disallowed and Expunged”, 

and (iii) be reclassified as a general unsecured claim, to the extent, and in the amount listed in the column 

labeled, “Proposed Amount Reclassified as General Unsecured.”

 

Granting Related Relief [Dkt. No. 698]; Final Order Pursuant to 11 U.S.C. §§ 105, 362, 363, and 364 

and Fed. R. Bankr. P. 6003 and 6004 Authorizing Debtors to (A) Honor Prepetition Obligations to 

Natural Gas and Electricity Exchange Operators, (B) Grant Administrative Expense Claims and 

Authorize Posting of Collateral to Exchange Operators, Trading Counterparties, and Future 

Commission Merchants, (C) Modify the Automatic Stay, and (D) Grant Related Relief [Dkt. No. 696].

Case: 19-30088 Doc# 2897 Filed: 07/08/19 Entered: 07/08/19 18:08:37 Page 7 of

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

2 inquiry, the foregoing is true and correct. 

3 Executed this 8th day of July, 2019. �t�,. 

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