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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, Ste. 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)

APPLICATION PURSUANT TO 11 U.S.C. § 327(e) 

AND FED. R. BANKR. P. 2014(a) AND 2016 FOR 

ORDER AUTHORIZING THE DEBTORS TO 

RETAIN COBLENTZ PATCH DUFFY & BASS 

LLP AS SPECIAL COUNSEL NUNC PRO TUNC

TO THE PETITION DATE

Date: July 9, 2019 

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

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: July 2, 2019 at 4:00 p.m. (PT)

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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 abovecaptioned chapter 11 cases (the “Chapter 11 Cases”), hereby submit this application (the 

“Application”) for entry of an order, pursuant to section 327(e) of title 11 of the United States 

Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) and Rules 2014(a) and 2016 of the Federal 

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the employment and 

retention of Coblentz Patch Duffy & Bass LLP (“Coblentz”), as special counsel to Debtors to 

represent the Debtors in connection with the matters described herein, on the terms and conditions 

set forth herein, nunc pro tunc to the Petition Date (as defined below). In support of this 

Application, the Debtors submit the Declaration of Gregg M. Ficks (the “Ficks Declaration”) and 

the Declaration of Janet Loduca (the “Loduca Declaration”), each of which is being field 

contemporaneously herewith.

A proposed form of order approving the retention and employment of Coblentz is annexed 

hereto as Exhibit A (the “Proposed Order”).

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 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”). This is a core proceeding 

pursuant to 28 U.S.C. § 157(b). Venue before the Court is proper 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 

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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 “Tort Claimants Committee” and, 

together with the Creditors Committee, the “Committees”).

By order entered on February 28, 2019 [Docket No. 707] (the “OCP Order”), the Court 

established certain procedures to retain and compensate certain professionals (collectively, 

the “Ordinary Course Professionals”) that the Debtors employ in the ordinary course of business

subject to, among other things, a monthly cap (the “OCP Monthly Cap”) and annual cap 

(the “OCP Annual Cap”) on fees incurred. 

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. BASIS FOR RELIEF

The Debtors seek approval of the employment of Coblentz as special counsel for the matters 

described herein pursuant to section 327(e) of the Bankruptcy Code. Section 327(e) of the 

Bankruptcy Code provides that the debtor in possession “may employ, for a specified special 

purpose, other than to represent the [debtor in possession] in conducting the case, an attorney that 

has represented the debtor, if in the best interest of the estate, and if such attorney does not represent 

or hold any interest adverse to the debtor or to the estate with respect to the matter on which such 

attorney is to be employed.” 11 U.S.C. § 327(e).

As detailed below, the Debtors submit that the employment of Coblentz, effective nunc pro 

tunc to the Petition Date, and on the terms and conditions set forth herein, is in the best interest of 

the Debtors, their estates, their creditors, and all other parties in interest, and therefore should be 

approved. The Debtors intended to retain and employ Coblentz as an Ordinary Court Professional, 

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pursuant to the OCP Order, to provide the services described herein. However, the services 

Coblentz is anticipated to provide in connection with its representation of the Debtors will likely 

result in fees generated in excess of the OCP Monthly Cap and the OCP Annual Cap. Accordingly, 

the Debtors are seeking to retain Coblentz pursuant to this Application.

IV. COBLENTZ’S QUALIFICATIONS

The Debtors have selected Coblentz to serve as special counsel in the matters described 

herein because of Coblentz’s considerable expertise and experience in these matters, and because of 

Coblentz’s experience with, and knowledge of, the Debtors’ business and legal affairs in these 

matters. Coblentz is a 125+ year old San Francisco-based law firm. Coblentz is a full-service law 

firm, but Coblentz’s qualifications described herein focus on the practice areas for which the 

Debtors intend to retain Coblentz.

Coblentz’s real estate practice is one of the premier real estate practices in California. 

Coblentz has advised the Debtors on real estate matters for more than 30 years, including as primary 

outside real estate transactional counsel for the last 20 years. Coblentz has regularly represented the 

Debtors in the acquisition of improved and unimproved properties, the disposition of surplus 

properties, and the negotiation of all types of leases. Over the years, Coblentz also has handled 

unique assignments such as the retrofit of the Debtors’ headquarter buildings on Market Street, and 

more recently, the assemblage of parcels for the development of the state-of-the art gas training 

center in Winters. 

Since 2005, Coblentz also has served as primary outside counsel to the Utility in the 

implementation of its Land Conservation Commitment (“LCC”) under which the Utility is 

undertaking to conserve approximately 140,000 acres of its watershed lands for a broad range of 

beneficial public values, including the protection of the natural habitat of fish, wildlife and plants, 

the preservation of open space, outdoor recreation by the general public, sustainable forestry, 

agricultural uses, and historic values. Approximately 100 total transactions are anticipated. As of 

April 19, 2019, 39 transactions have closed. Ongoing compliance guidance is anticipated for closed 

transactions.

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Coblentz’s white collar defense practice group is one of California’s premier practices in the 

field of internal investigations and defense of regulatory and civil enforcement matters. Its partner 

members, all of whom are former Assistant United States Attorneys in the United States Department 

of Justice, have conducted internal investigations concerning publicly held corporations, privately 

held corporations, and governmental entities across the United States and abroad, and have defended 

regulatory enforcement matters before the Securities and Exchange Commission, the Office of the 

Comptroller of the Currency, and the California Public Utilities Commission (the “CPUC”). 

Coblentz partner Sean Coyle has represented the Utility on regulatory enforcement and criminal 

matters for the last four-plus years.

Coblentz’s commercial and real property litigation practices are also among the strongest in 

California. Coblentz has represented commercial entities in a broad range of litigation disputes in 

courts throughout the state, and across the country. The firm has handled some of the most 

significant real property litigation matters in California in recent years, including California 

Environmental Quality Act (“CEQA”) matters, development disputes, and property tax matters.

Coblentz currently represents the Utility in an action against the California Department of 

Water Resources (the “DWR Matter”) in which the Utility seeks to recover expenses incurred 

when it had to relocate electric transmission facilities as a result of the Oroville Dam crisis in 2017. 

(This is a coordinated case proceeding in the Superior Court of Sacramento County, which includes 

lawsuits by other landowners affected by the Oroville Dam crisis.) Coblentz also represents the 

Utility in an “Order Instituting Investigation” regulatory enforcement action (the “Ex Parte OII 

Matter”) before the CPUC regarding alleged ex parte contacts between former of the Utility’s 

officers, employees, and consultants, and CPUC officials, regarding a number of CPUC proceedings 

in 2010-2014.

Additionally, having represented the Debtors for years in real estate, regulatory, litigation, 

and similar matters, Coblentz and its applicable attorneys have acquired considerable knowledge of 

the Debtors’ business and operations. For the foregoing reasons, the Debtors believe Coblentz is 

well-qualified to represent them as special counsel in connection with the matters described herein 

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during the pendency of these Chapter 11 Cases.

III. SERVICES TO BE PROVIDED

Subject to Court approval, Coblentz will provide the following services to the Debtors:

1. Real Estate Purchase and Sale and Leasing.

a. Maintain and revise real estate transaction and lease forms for the Debtors.

b. Advise and represent the Debtors regarding potential and actual sales and 

acquisitions of real properties.

c. Draft and negotiate transactional real estate agreements, including 

post-closing agreements.

d. Review title, prepare title summaries and objection letters, and negotiate title 

policies and endorsements.

e. Prepare escrow instructions and coordinate closings.

f. Advise and represent the Debtors in connection with the creation of 

conservation easements.

g. Coordinate with environmental counsel regarding environmental issues.

h. Advise and represent the Debtors, as tenant(s), in connection with office, 

retail, warehouse, industrial, and yard leases.

i. Advise and represent the Debtors, as landlord(s), in connection with retail 

tenancies.

j. Advise and represent the Debtors in additional real estate and leasing matters 

during the course of these Chapter 11 Cases.

2. Land Conservation Commitment.

a. Advise the Debtors regarding, and document, the development, preparation, 

negotiation, and finalization for each transaction.

b. Analyze and advise the Debtors regarding title, subdivision, and other 

property-specific issues.

c. Participate in implementation oversight by the Pacific Forest and Watershed 

Lands Stewardship Council, a non-profit corporation created to oversee and 

carry out the LCC.

d. Advise and assist with the Debtors’ requests for regulatory approval to FERC 

and the CPUC.

e. Coordinate transaction closings.

f. Advise and assist the Debtors regarding conservation compliance issues.

g. Coordinate and interface with co-counsel on specialized legal issues, e.g., 

tribal law, environmental law, governmental entity law, and water rights 

issues.

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h. Advise and represent the Debtors in additional land conservation work during 

the course of these Chapter 11 Cases.

3. Litigation, Investigatory, and Regulatory Matters, Including the DWR Matter.

a. Propound and respond to written discovery and document 

demands/productions, and any related meet and confer and litigation.

b. Analyze key discovery materials for motion practice and trial.

c. Prepare for and attend depositions of the Utility’s witnesses and of other 

witnesses.

d. Contribute to case management submissions and attend case management 

conferences.

e. Attend hearings and trial planning conferences, including preparing court 

papers in conjunction therewith.

f. Prepare and oppose any motions for summary judgment or summary 

adjudication.

g. Prepare for and participate in trial and trial-related proceedings, submissions, 

and briefing.

h. Advise the Debtors regarding case management, discovery, and trial issues 

and strategies.

i. Advise and represent the Debtors in additional litigation, investigatory, and 

regulatory matters during the course of these Chapter 11 Cases.

4. Representation of the Utility in the Ex Parte OII Matter.

a. Review and produce discovery materials, and a joint administrative 

evidentiary record.

b. Prepare written discovery responses and perform related research and 

investigation.

c. Participate in case management/meet and confer discussions with proceeding 

parties.

d. Attend status hearings.

e. Manage discovery disputes, and perform legal and factual research relating to 

such disputes.

f. Advise and participate in any settlement strategy, negotiations, and 

documentation, and any record submissions related thereto.

g. Prepare case submissions and prepare for and attend any hearings and 

evidentiary hearings.

h. Perform miscellaneous and case management work during the course of these 

Chapter 11 Cases.

Coblentz also will perform other legal services as requested by the Debtors during the 

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pendency of their Chapter 11 Cases, to the extent Coblentz agrees to perform such work. Coblentz 

will work with Weil, Gotshal & Manges LLP and the Debtors’ other professionals, as and if 

applicable, to maximize efficiency and avoid any duplication of effort.

V. TERMS OF COMPENSATION

As set forth in the Ficks Declaration, the Debtors understand and have agreed that Coblentz 

will apply to the Court for allowances and reimbursement of expenses in accordance with the 

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, 

the United States Bankruptcy Court Northern District of California Guidelines for Compensation 

and Expense Reimbursement of Professionals and Trustees, effective February 19, 2014 (the “Local 

Guidelines”), 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 (the “U.S. Trustee Guidelines,” and together with the Local 

Guidelines, the “Fee Guidelines”), and any other applicable Orders of the Court regarding 

professional compensation and reimbursement of expenses in these Chapter 11 Cases 

(the “Orders”).

The pre-petition terms of Coblentz’s engagement by the Debtors are set forth in the PG&E 

Master Services Agreement updated January 2018, attached hereto as Exhibit B, which is further 

incorporated by reference into periodic letters from the Utility confirming Coblentz’s retention in 

connection with various new matters as they arise (collectively, the “Engagement Agreement”).

1

 

Coblentz has informed the Debtors that, subject to the approval of this Court, it will charge the 

Debtors for its legal services on an hourly basis at the rates set forth in the Engagement Agreement 

for calendar year 2019 and for reimbursement of certain costs and expenses in accordance with the 

terms of the Engagement Agreement. These hourly rates reflect discounts ranging from 

 1 In the Engagement Agreement, Coblentz agreed to charge the Debtors at stipulated discounted 

rates during 2018 and 2019. In addition, for land conservation commitment work for the Debtors, 

Coblentz provides a discount of 3 percent on fees collected in excess of $300,000 during a calendar 

year, up to and including $500,000, and a discount of 5 percent on fees collected in excess of 

$500,000 during a calendar year. Further, with respect to work other than real estate and land 

conservation commitment work, Coblentz agreed to a 5 percent discount to the Debtors on fees 

collected in excess of $1,000,000 during a calendar year.

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approximately 12 to 24 percent from Coblentz’s ordinary and customary hourly rates for attorneys 

in effect as of January 1, 2019. The average discount for partners is approximately 16 percent, the 

average discount for of counsel attorneys is approximately 15 percent, and the average discount for 

associates is approximately 18 percent. In the normal course of its business, Coblentz revises its 

hourly rates annually, typically on or about January 1 of each year. Coblentz will discuss any such 

rate increases with the Debtors, and will serve notice of such rate increases to the Debtors and the 

Office of the United States Trustee, before the rate increases take effect. Coblentz also will cause 

notice of the rate increases to be filed with the Court, if so required. Coblentz will bill for services 

in increments of a tenth of an hour (0.1) as required by the U.S. Trustee Guidelines.

The billing rates for the attorneys and paraprofessionals currently expected to have a material 

role in representing the Debtors are set forth below:

Real Estate/Land/Conservation Easement/Eminent Domain:

Name Title Discounted 

Hourly Rate –

2019

Barbara A. Milanovich Partner $648

Douglas C. Sands Partner $648

Harry O’Brien Partner $900

Scott Greenwood-Meinert Partner $472

Matt Bove Partner $725

Robert B. Hodil Of Counsel $520

Misti M. Schmidt Of Counsel $450

Joy Spezeski Associate $369

Daniel P. Barsky Associate $334

Leah P. Collins Associate $334

Michael Wilson Paralegal $302

Doug Larson Paralegal $284

Angie Brandt Paralegal $248

Gino Altamirano Paralegal $248

Litigation, Including CPUC, Regulatory, and Investigative

Name Title Discounted 

Hourly Rate –

2019

Sean P. Coyle Partner $500

Jonathan R. Bass Partner $800

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Name Title Discounted 

Hourly Rate –

2019

Charmaine Yu Partner $595

Gregg M. Ficks Partner $623

David (Duff) Beach Of Counsel $450

Mark Hejinian Associate $400

James McKee Associate $400

Foram Dave Associate $365

Yasmin L. Jayasuriya Paralegal $260

Vincent N. Doan Case Clerk $175

As set forth in the Ficks Declaration, the hourly rates set forth above are consistent with or 

generally less than the rates that Coblentz charges other comparable clients for similar services, 

whether in or outside of chapter 11, regardless of the location of the client or the court in which a 

matter is pending. The Debtors believe the hourly rates listed above are appropriate, and are less 

than or similar to, the rates that other counsel of similar expertise and experience would charge to do 

work similar to the work Coblentz will perform for the Debtors.

The expenses for which Coblentz may be reimbursed by the Debtors are limited by the 

Engagement Agreement. In accordance with the Engagement Agreement, unless otherwise agreed 

in advance, Coblentz cannot charge for secretarial services, library services, clerical support, 

learning or training costs, office supplies, postage, internal couriers, routine office photocopying, 

telecopying or fax, local telephone and cellular plans, filing, file indexing, bill preparation, staff 

overtime, word processing, computer assisted research (such as Lexis-Nexis, Westlaw and the like), 

and meals or snacks (unless while traveling). Coblentz will charge such costs and expenses in 

accordance, and only to the extent consistent, with the Bankruptcy Local Rules, the applicable 

Guidelines promulgated by the U.S. Trustee, and the Engagement Agreement.

The Debtors believe that the terms on which they propose to employ Coblentz are usual and 

customary and believe that Coblentz’s rates for the Debtors are reasonable based upon its 

capabilities and are better than and/or within the market range for comparable firms.

VI. SECTION 327(e) REQUIREMENTS AND COBLENTZ’S CONNECTIONS

Debtors believe Coblentz’s employment as special counsel is in the best interest of these

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estates. Further, to the best of the Debtors’ knowledge based on the Ficks Declaration, Coblentz 

does not hold or represent any interest adverse to the Debtors or their estates with respect to the 

matters on which Coblentz is to be employed. Coblentz therefore qualifies for employment as 

special counsel for the Debtors in these Chapter 11 Cases pursuant to Bankruptcy Code Section 

327(e). Given the large number of parties in interest involved in these Chapter 11 Cases, Coblentz’s 

evaluation of its potential connections with such interested parties is ongoing. To the extent that 

Coblentz discovers any connection with any interested party or enters into any new relationship with 

any interested party that require disclosure under the Bankruptcy Code or Rules, the firm will 

supplement its disclosure to the Court.

Based on the foregoing, the Debtors believe, and request that the Court find, that it is 

necessary and in the best interest of the Debtors, their estates, their creditors, and all other parties in 

interest to employ Coblentz as special counsel to render professional services as described herein 

during the pendency of these Chapter 11 Cases, and that Coblentz be paid from these estates upon 

subsequent fee application(s), as applicable.

VII. NOTICE

Notice of this Application will be provided to (i) the Office of the United States Trustee for 

Region 17 (Attn: James L. Snyder, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors 

Committee; (iii) counsel to Tort Claimants Committee; (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.

WHEREFORE, the Debtors respectfully request that the Court enter an order substantially in 

the form annexed hereto as Exhibit A, granting the relief requested herein and such further relief as 

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is just and proper.

Dated: June 18, 2019

WEIL, GOTSHAL & MANGES LLP

KELLER & BENVENUTTI LLP

By: /s/ Stephen Karotkin

Stephen Karotkin

Attorneys for Debtors

and Debtors in Possession

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