DEBTORS’ MOTION TO ESTABLISH 

RECLAMATION PROCEDURES

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit A

[PROPOSED] Order

Case: 19-30088 Doc# 30-1 Filed: 01/29/19 Entered: 01/29/19 02:57:23 Page 1 of

6
DEBTORS’ MOTION TO ESTABLISH 

RECLAMATION PROCEDURES – EXHIBIT A

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice pending)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice pending)

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice pending)

(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

Proposed Attorneys for Debtors 

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re: 

PG&E CORPORATION,

Debtor.

Tax I.D. No. 94-3234914

Case Nos. 19 -_____ (___)

 19 -_____ (___)

Chapter 11

[PROPOSED] 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

Date:

Time:

Place:

In re: 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtor.

Tax I.D. No. 94-0742640

Case: 19-30088 Doc# 30-1 Filed: 01/29/19 Entered: 01/29/19 02:57:23 Page 2 of

6
DEBTORS’ MOTION TO ESTABLISH 

RECLAMATION PROCEDURES – EXHIBIT A

2

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Upon the Motion, dated _______, 2019 (the “Motion”),

1 of 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”), pursuant to sections 546(c) and 105(a) of title 11 of the United States Code (the “Bankruptcy 

Code”) and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for 

entry of an order establishing procedures for the treatment of all claims seeking reclamation of Goods 

pursuant to section 546(c) of the Bankruptcy Code (the “Reclamation Claims”) that may be asserted 

against the Debtors, and prohibiting any Seller from taking any other remedial action with respect to its 

Goods, including any other effort to reclaim the same, all as more fully set forth in the Motion; and this 

Court having jurisdiction to consider the Motion 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 

Motion 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 Motion as provided to the parties listed therein is reasonable and sufficient 

under the circumstances, and it appearing that no other or further notice need be provided; and this Court 

having reviewed the Motion and the Wells Declaration; and this Court having held a hearing on the 

Motion; and this Court having determined that the legal and factual bases set forth in the Motion establish 

just cause for the relief granted herein; and it appearing that the relief requested in the Motion 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 Motion is granted as provided herein.

2. The following reclamation procedures (the “Reclamation Procedures”), which are 

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

terms in the Motion.

Case: 19-30088 Doc# 30-1 Filed: 01/29/19 Entered: 01/29/19 02:57:23 Page 3 of

6
DEBTORS’ MOTION TO ESTABLISH 

RECLAMATION PROCEDURES – EXHIBIT A

3

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

hereby approved and authorized in their entirety, shall apply to all Reclamation Claims:

a. any Seller asserting a Reclamation Claim must satisfy all procedural and timing 

requirements entitling it to have a right to reclamation under section 546(c) of the 

Bankruptcy Code; 

b. any Seller asserting a Reclamation Claim must submit a written demand asserting 

such Reclamation Claim (a “Reclamation Demand”), which must include, to the 

extent such information is already available or known to such Seller, (i) a 

description of the Goods subject to the Reclamation Demand; (ii) copies of any 

purchasing orders, invoices, receipts, bills of lading and the like, identifying the 

particular Goods for which the Reclamation Demand is being asserted; (iii) any 

evidence regarding the date(s) such Goods were shipped to and received by the 

Debtors and the alleged value of such Goods; and (iv) a statement indicating 

whether the Seller has filed or intends to file any other claim against the Debtors 

regarding the Goods underlying its Reclamation Demand (collectively, the 

“Reclamation Demand Requirements”);

c. all Reclamation Demands must be submitted to the Debtors’ proposed claims and 

noticing agent, Prime Clerk LLC (“Prime Clerk”), by the applicable deadline set 

forth below, either by mail or hand delivery at PG&E Corporation Reclamations 

Demands, c/o Prime Clerk LLC, 850 3rd Avenue, Suite 412, Brooklyn, New York 

11232, and not filed on the Court docket;

d. to the extent that any Seller asserted a Reclamation Demand prior to entry of this 

Order granting the relief requested herein that complied with the procedures and 

timing requirements of section 546(c) of the Bankruptcy Code, but otherwise did 

not meet the Reclamation Demand Requirements, such Seller shall have twenty 

(20) days from the date of entry of this Order to submit to the Debtors (via Prime 

Clerk as set forth in (c) above) the supplemental information or evidence required 

to meet the Reclamation Demand Requirements; 

e. unless a Seller has already submitted a Reclamation Demand to the Debtors within 

the forty-five (45) days prior to the Petition Date, any Seller asserting a 

Reclamation Claim must have submitted a Reclamation Demand (subject to the 

Seller’s right to supplement the Reclamation Demand as set forth in (d) above to 

meet the Reclamation Demand Requirements) so that it was received by the 

Debtors (via Prime Clerk as set forth in (c) above) on or before twenty (20) days 

after the Petition Date (the “Reclamation Deadline”); 

f. upon entry of this Order, the Debtors will serve upon all Sellers who have 

submitted a Reclamation Demand by the Reclamation Deadline a copy of this 

Order at the address indicated in its Reclamation Demand; 

g. no later than 120 days after entry of this Order (the “Reclamation Notice 

Deadline”), the Debtors will file with the Court a notice (the “Reclamation 

Notice”), listing the timely submitted Reclamation Claims and the amounts (if 

any) and proposed status and treatment of each such Reclamation Claim that the 

Debtors determine to be valid. The Debtors will serve the Reclamation Notice on 

(i) the United States Trustee for Region 17; (ii) the attorneys for any statutory 

committees appointed in these Chapter 11 Cases; (iii) counsel to the agent(s) 

under the Debtors’ proposed debtor-in-possession financing facilities; and (iv) 

each Seller listed in the Reclamation Notice, at the address indicated in the 

respective Seller’s Reclamation Demand (collectively, the “Notice Parties”);

Case: 19-30088 Doc# 30-1 Filed: 01/29/19 Entered: 01/29/19 02:57:23 Page 4 of

6
DEBTORS’ MOTION TO ESTABLISH 

RECLAMATION PROCEDURES – EXHIBIT A

4

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

h. if the Debtors fail to file the Reclamation Notice by the Reclamation Notice 

Deadline, any holder of a Reclamation Claim that submitted a timely Reclamation 

Demand in accordance with the Reclamation Procedures may bring a motion on 

its own behalf to seek relief with respect to its Reclamation Claim;

i. any party that wishes to object to the Reclamation Notice must file and serve an 

objection (a “Reclamation Notice Objection”) on the Notice Parties, so as to be 

received no later than 4:00 p.m. (prevailing Eastern Time) on the twentieth (20th) 

day after the date on which the Reclamation Notice is filed (the “Objection 

Deadline”). Any Reclamation Notice Objection must include (i) a copy of the 

Reclamation Demand, with evidence of the date mailed to the Debtors; and (ii) a 

statement describing with specificity the objections to the Reclamation Notice and 

any legal and factual bases for such objections;

j. any Reclamation Claim listed in the Reclamation Notice for which no 

Reclamation Notice Objection is filed and served by the Objection Deadline shall 

be deemed allowed by the Court in the amount identified by the Debtors in the 

Reclamation Notice, provided that all issues relating to the treatment of any such 

allowed Reclamation Claim under a chapter 11 plan for the Debtors shall be 

reserved;

k. notwithstanding and without limiting the foregoing, the Debtors will be 

authorized, but not required, to negotiate, with any Seller to seek an agreement 

resolving the Seller’s Reclamation Claim. If no agreement is reached resolving 

the Reclamation Notice Objection, the Debtors or the Sellers may file a motion 

with the Court requesting a hearing with respect to the Reclamation Notice 

Objection. If the Debtors and a Seller agree on the validity, amount, or treatment 

of the Seller’s Reclamation Claim, the Debtors will file with the Court a notice of 

settlement (a “Settlement Notice”) and serve such Settlement Notice on the

Notice Parties. Each Notice Party will have ten (10) days from the date of service 

of such Settlement Notice to file with the Court and serve on the other Notice 

Parties and attorneys for the Debtors an objection thereto (a “Settlement 

Objection”); 

l. if no Settlement Objection is timely filed and served, such Reclamation Claim 

will be treated in accordance with the Settlement Notice without further order of 

the Court;

m. if a Settlement Objection is timely filed and served, the parties may negotiate a 

consensual resolution of such objection to be incorporated in a stipulation filed 

with the Court (a “Settlement Stipulation”). Upon the filing of a Settlement 

Stipulation, the applicable Reclamation Claim shall be allowed and treated in 

accordance with the terms of the Settlement Stipulation without further order of 

the Court; 

n. if no consensual resolution of a Settlement Objection is reached, the Debtors may 

file a motion with the Court requesting a hearing with respect to the Settlement 

Notice; 

o. if a Seller receives payment on account of the Seller’s prepetition claims pursuant 

to any other motion that has been or may be filed by the Debtors, including, 

without limitation, (i) the Debtors’ motion seeking authorization to establish 

procedures for asserting claims arising under section 503(b)(9) of the Bankruptcy 

Code; and (ii) the Debtors’ motion seeking authorization to pay prepetition claims 

of certain safety and reliability, outage and nuclear facility suppliers, to the extent 

a Seller receives payment on account of its prepetition claim pursuant to an order 

Case: 19-30088 Doc# 30-1 Filed: 01/29/19 Entered: 01/29/19 02:57:23 Page 5 of

6
DEBTORS’ MOTION TO ESTABLISH 

RECLAMATION PROCEDURES – EXHIBIT A

5

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

approving any of such motions, the Reclamation Procedures shall not apply to 

such Seller to the extent of any such payment; and

p. all Sellers shall be forever barred, without further order of the Court, from 

asserting a Reclamation Demand after the expiration of the Reclamation Deadline, 

but shall not be barred from asserting, subject to applicable deadlines, related or 

unrelated general unsecured claims or administrative expense status pursuant to 

section 503(b)(9) of the Bankruptcy Code.

3. The foregoing Reclamation Procedures are the sole and exclusive method for addressing 

and resolving unpaid Reclamation Claims asserted against the Debtors.

4. All Sellers are prohibited from seeking any other means for the resolution or treatment of 

their Reclamation Claims, including without limitation: (a) commencing adversary proceedings and 

contested matters in connection with any Reclamation Claims, (b) seeking to obtain possession of any 

Goods except as may be permitted by the Reclamation Procedures, and (c) interfering with the delivery 

of any Goods to the Debtors or the retention of any Goods by the Debtors; provided, however, that 

nothing in this Order shall bar a Seller from asserting a claim pursuant to section 503(b)(9) of the 

Bankruptcy Code by the applicable deadline.

5. Any adversary proceedings or contested matters related to Reclamation Claims, whether 

currently pending or initiated in the future, except those proceedings initiated by the Debtors in 

accordance with the Reclamation Procedures, are stayed and the claims asserted therein shall be resolved 

exclusively pursuant to the Reclamation Procedures.

6. To the extent a Reclamation Claim has been paid by the Debtors pursuant to another order 

entered by the Court in these Chapter 11 Cases, the Reclamation Procedures shall not apply to such 

Seller to the extent of any such payment and any Reclamation Claim to the extent of any such payment 

filed by such Seller with the Court shall be deemed withdrawn without the need for any further order of 

the Court.

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

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

** END OF ORDER **

Case: 19-30088 Doc# 30-1 Filed: 01/29/19 Entered: 01/29/19 02:57:23 Page 6 of

6