EXHIBIT A 

Case: 19-30088 Doc# 2996-1 Filed: 07/15/19 Entered: 07/15/19 20:34:08 Page 1

of 8
Exhibit A 

Retention Order

Case: 19-30088 Doc# 2996-1 Filed: 07/15/19 Entered: 07/15/19 20:34:08 Page 2

of 8
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

BRAD BRIAN (State Bar No. 79001) 

Brad.Brian@mto.com 

THOMAS B. WALPER (State Bar No. 96667) 

thomas.walper@mto.com 

HENRY WEISSMANN (State Bar No. 132418) 

henry.weissmann@mto.com 

BRADLEY SCHNEIDER (State Bar No. 235296) 

bradley.schneider@mto.com 

MUNGER, TOLLES & OLSON LLP

350 South Grand Avenue 

Fiftieth Floor

Los Angeles, California 90071 

Telephone: (213) 683-9100 

Facsimile: (213) 683-3702 

Proposed Attorneys for Debtors 

and Debtors in Possession 

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

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case)

(Jointly Administered)

ORDER PURSUANT TO 11 U.S.C. § 327(e)

AND FED. R. BANKR. P. 2014(a) AND

2016 FOR AUTHORITY TO RETAIN 

AND EMPLOY MUNGER, TOLLES &

OLSON LLP AS COUNSEL FOR 

CERTAIN MATTERS THE DEBTORS

EFFECTIVE AS OF THE PETITION

DATE 

Signed and Filed: April 24, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 25, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 1677 Filed: 04/24/19 Entered: 04/25/19 11:06:09 Page 1 of

 6

Case: 19-30088 Doc# 2996-1 Filed: 07/15/19 Entered: 07/15/19 20:34:08 Page 3

of 8
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

 

Upon the Application, dated February 13, 2019 (the “Application”), 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 section 327(e) of title 11 of the United States Code (the 

“Bankruptcy Code”) and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), for authority to retain and employ Munger, Tolles & Olson LLP 

(“MTO” or “Firm”) as counsel for certain matters for the Debtors effective as of the Petition 

Date, under a general retainer, all as more fully set forth in the Application; and this Court having 

jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C. §§ 

157 and 1334, and the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, 

General Order 24 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 due and 

proper notice of the Application having been provided to the parties listed therein, and it appearing 

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

the Weissmann Declaration, the Loduca Declaration, and the Wells Declaration; and upon the 

record of the Hearing (if any was held) and all of the proceedings had before the Court; and this 

Court having found and determined that the relief sought in the Application is in the best interests 

of the Debtors, their estates, creditors, shareholders, and all parties in interest; and that the legal 

and factual bases set forth in the Application establish just cause for the relief granted herein; and 

after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. This Application is granted as provided herein.

2. The Debtors are authorized, pursuant to section 327(e) of the Bankruptcy Code and 

Bankruptcy Rules 2014(a) and 2016, to retain and employ MTO as counsel under the 

terms and conditions set forth in the Application and the Weissmann Declaration 

effective nunc pro tunc to the Petition Date. 

Case: 19-30088 Doc# 1677 Filed: 04/24/19 Entered: 04/25/19 11:06:09 Page 2 of

 6

Case: 19-30088 Doc# 2996-1 Filed: 07/15/19 Entered: 07/15/19 20:34:08 Page 4

of 8
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

 

3. The Weissmann Declaration sets for the services being provided by, and to be provided 

by, MTO to the Debtors with respect to the following matters (the “Specific 

Matters”):

a. Advising and representing the Debtors with respect to federal, state, and local 

laws and regulations as they relate to (1) wildfires and the effects of wildfire 

liabilities on the Debtors’ businesses; (2) the relative jurisdiction of the 

California Public Utilities Commission (“CPUC”), the Federal Energy 

Regulatory Commission (“FERC”), and federal courts, including the 

Bankruptcy Court; and (3) motions and other negotiations and proceedings in 

the Chapter 11 Cases, and other legal proceedings, that may affect the interests 

of the CPUC and/or parties in CPUC proceedings involving the Debtors, 

including matters that may affect or relate to the Debtors’ management, 

governance, structure, and rates;

b. Advising and representing the Debtors in CPUC Proceedings, including but not 

limited to: (a) R.19-01-006, Order Instituting Rulemaking to Implement Public 

Utilities Code Section 451.2 Regarding Criteria and Methodology for Wildfire 

Cost Recovery Pursuant to Senate Bill 901 (“CPUC Proceeding R.19-01-

006”); (b) I.15-08-019, Order Instituting Investigation on the Commission’s 

Own Motion to Determine Whether Pacific Gas and Electric Company and 

PG&E Corporation’s Organizational Culture and Governance Prioritize Safety 

(“CPUC Proceeding I.15-08-019”); (c) A.19-02-016, Application of Pacific 

Gas and Electric Company for a Waiver of the Capital Structure Condition 

(“CPUC Proceeding A.19-02-016”); (d) A.18-11-001, Application of Pacific 

Gas and Electric Company to issue, sell, and deliver one or more series of Debt 

Securities and to guarantee the obligations of others in respect of the issuance 

of Debt Securities; to execute and deliver one or more indentures; to sell, lease, 

assign, mortgage, or otherwise dispose of or encumber utility property; to issue, 

sell and deliver in one or more series, cumulative Preferred Stock -- $25 Par 

Case: 19-30088 Doc# 1677 Filed: 04/24/19 Entered: 04/25/19 11:06:09 Page 3 of

 6

Case: 19-30088 Doc# 2996-1 Filed: 07/15/19 Entered: 07/15/19 20:34:08 Page 5

of 8
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

 

Value, Preferred Stock -- $100 Par Value, Preference Stock or any combination 

thereof; to utilize various debt enhancement features; and enter into interest rate 

hedges (“CPUC Proceeding A.18-11-001”); (e) A.18-10-003, Application of 

Pacific Gas and Electric Company to increase its authority to finance short-term 

borrowing needs and procurement-related collateral costs by $2.0 billion to an 

aggregate amount not to exceed $6.0 billion (“CPUC Proceeding A.18-10-

003”); and (f) any other related or similar CPUC proceeding or other CPUC 

proceeding arising from the matters for which MTO is representing the 

Debtors;

c. Advising and representing the Utility regarding its rights and obligations under 

various power purchase agreements, including in connection with NextEra 

Energy, Inc., et al. v. Pacific Gas and Electric Company, FERC Docket No. 19-

35-000, and PG&E Corp. et al. v. Federal Energy Regulatory Commission, 

Adv. Proc. No. 19-03003 (N.D. Cal.); advising and representing the Utility on 

any appeal from these matters and, potentially, as an amicus curiae in other 

proceedings involving similar legal issues;

d. Advising the Debtors regarding compliance with laws and regulations 

governing public utilities, including Division 1, Part 1 of the California Public 

Utilities Code and the CPUC’s affiliate transaction rules (including Decision 

06-12-029 and related decisions);

e. Advising and representing the Debtors as necessary and appropriate with 

respect to potential actions by state government actors, including the legislature 

and the CPUC, that may affect or relate to the Debtors’ reorganization, plan, 

and operations, including with respect to liability standards, insurance and 

related cost-spreading regimes, recovery of costs in rates and the Debtors’ 

management, governance and structure;

f. Advising and representing the Debtors with respect to issues arising under 

California law that may affect or relate to the Debtors’ reorganization, plan and 

Case: 19-30088 Doc# 1677 Filed: 04/24/19 Entered: 04/25/19 11:06:09 Page 4 of

 6

Case: 19-30088 Doc# 2996-1 Filed: 07/15/19 Entered: 07/15/19 20:34:08 Page 6

of 8
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

 

operations; California corporate law including but limited to fiduciary duties 

and opinions regarding due authority; California law governing corporate 

forms; the California Public Records Act;

g. Advising and representing the Debtors with regard to potential criminal, civil, 

and administrative liability in connection with the 2017 and 2018 Northern 

California wildfires, including:

i. Advising and representing the Debtors in civil or administrative 

proceedings relating to the 2017 and 2018 Northern California wildfires;

ii. Advising and representing the Debtors concerning the Butte County 

Settlement; 

iii. Coordinating with Debtors’ counsel in civil actions and administrative 

proceedings arising from wildfires to provide advice regarding potential 

impact on and coordination with the Debtors’ response to and positions 

in the criminal investigations and any resulting prosecutions; 

iv. Advising and representing the Debtors and coordinating with other 

counsel in connection with any possible or proposed resolutions or 

settlements of criminal, civil, or administrative liability arising from 

California wildfires; and

h. Providing all other necessary legal services for the Debtors, as related to the 

above matters, in connection with the above captioned Chapter 11 Cases, 

including fact investigation, legal researching, briefing, argument, discovery, 

reorganization, plan and disclosure statement matters, appearance and 

participation in hearings, and communications and meetings with parties in 

interest.

4. MTO shall be compensated in accordance with, and will file, interim and final fee 

applications for allowance of its compensation and expenses and shall be subject to 

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

Local Rules, the Fee Guidelines, and any further order of the Court;

Case: 19-30088 Doc# 1677 Filed: 04/24/19 Entered: 04/25/19 11:06:09 Page 5 of

 6

Case: 19-30088 Doc# 2996-1 Filed: 07/15/19 Entered: 07/15/19 20:34:08 Page 7

of 8
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

 

5. MTO shall be reimbursed for reasonable and necessary expenses as provided by the 

Fee Guidelines;

6. MTO is authorized without further order of the Court to apply amounts from the 

Retainer to compensate and reimburse MTO and the Economic Consultants for fees or 

expenses incurred prior to the Petition Date consistent with their ordinary course 

billing practices. Notwithstanding anything to the contrary in the Engagement Letter, 

the Debtors are not obligated to replenish the Retainer. MTO shall hold the balance of 

the Retainer until the conclusion of the MTO engagement and the payment of the fees, 

costs, and expenses of MTO as approved in the MTO final fee application, after which 

MTO shall return any remaining balance of the Retainer to the Debtors.

7. MTO shall use its best efforts to avoid any duplication of services provided by any of 

the Debtors’ other retained professionals in these Chapter 11 Cases;

8. Notice of the Application as provided therein shall be deemed good and sufficient 

notice of the Application;

9. MTO shall provide reasonable notice to the Debtors and the U.S. Trustee of any 

increase of MTO’s hourly rates as set forth in the Weissmann Declaration;

10. To the extent the Application is inconsistent with this Order, the terms of the Order 

shall govern;

11. 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# 1677 Filed: 04/24/19 Entered: 04/25/19 11:06:09 Page 6 of

 6

Case: 19-30088 Doc# 2996-1 Filed: 07/15/19 Entered: 07/15/19 20:34:08 Page 8

of 8