DEBTORS’ MOTION TO ESTABLISH

503(B)(9) CLAIM PROCEDURES

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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 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

MOTION OF DEBTORS PURSUANT TO 11 

U.S.C. §§ 503(b)(9) AND 105(a) FOR ENTRY 

OF ORDER ESTABLISHING PROCEDURES 

FOR THE ASSERTION, RESOLUTION, AND 

SATISFACTION OF CLAIMS ASSERTED 

PURSUANT TO 11 U.S.C. § 503(b)(9)

Date:

Time:

Place:

In re:

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtor.

Tax I.D. No. 94-0742640

Case: 19-30088 Doc# 31 Filed: 01/29/19 Entered: 01/29/19 03:00:07 Page 1 of 7
DEBTORS’ MOTION TO ESTABLISH

503(B)(9) CLAIM PROCEDURES

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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 above-captioned 

chapter 11 cases (the “Chapter 11 Cases”), hereby submit this Motion (the “Motion”), pursuant to 

sections 503(b)(9) and 105(a) of title 11 of the United States Code (the “Bankruptcy Code”), for entry 

of an order (i) authorizing the Debtors to establish procedures (the “Procedures”) for the assertion of 

unpaid claims pursuant to section 503(b)(9) of the Bankruptcy Code (the “503(b)(9) Claims”) and the 

resolution, allowance, and satisfaction thereof, and (ii) prohibiting Vendors (as defined below) from 

pursuing 503(b)(9) Claims outside of the Procedures.

A proposed form of order granting the relief requested herein is annexed hereto as Exhibit A

(the “Proposed Order”).

Case: 19-30088 Doc# 31 Filed: 01/29/19 Entered: 01/29/19 03:00:07 Page 2 of 7
DEBTORS’ MOTION TO ESTABLISH

503(B)(9) CLAIM PROCEDURES

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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 is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

II. BACKGROUND

On the date hereof (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, examiner, or statutory committee has been appointed in either of the 

Chapter 11 Cases.

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 Declaration of Jason P. Wells, Senior Vice President and Chief Financial Officer of PG&E Corp., 

filed contemporaneously herewith in support of the Debtors’ chapter 11 petitions and related first day 

relief (the “Wells Declaration”).

III. THE 503(b)(9) CLAIMS

Section 503(b)(9) of the Bankruptcy Code provides for the allowance, as an administrative 

expense, of the value of any goods sold to the Debtors in the ordinary course of the Debtors’ business 

and received by the Debtors within twenty (20) days prior to the Petition Date. Specifically, section 

503(b)(9) provides:

(b) After notice and a hearing, there shall be allowed, administrative expenses . . . 

including –

(9) the value of any goods received by the debtor within 20 days before the date of 

commencement of a case under [the Bankruptcy Code] in which the goods have been sold 

to the debtor in the ordinary course of such debtor’s business.

11 U.S.C. § 503(b)(9). 

Case: 19-30088 Doc# 31 Filed: 01/29/19 Entered: 01/29/19 03:00:07 Page 3 of 7
DEBTORS’ MOTION TO ESTABLISH

503(B)(9) CLAIM PROCEDURES

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Prior to the Petition Date and in the ordinary course of their business, the Debtors purchased 

on credit a variety of raw materials, equipment, specially fabricated repair and replacement parts, 

supplies, and other goods (collectively, the “Goods”) for use in their electric and natural gas 

transmission, distribution, generation and other operations. As of the Petition Date, the Debtors were 

in possession of certain Goods that had been delivered to them by various vendors, suppliers, or other 

parties (collectively, the “Vendors”), but for which the Debtors had not yet made payment.

The Debtors believe that there will be some uncertainty among Vendors over the procedures 

and methods they must undertake to properly assert administrative expense claims pursuant to section 

503(b)(9) of the Bankruptcy Code. This may result in numerous inquiries and demands on the Debtors’ 

employees and professionals, as well as in the initiation of piecemeal litigation, which would divert 

the attention of the Debtors and their professionals from the more pressing tasks of administering these 

Chapter 11 Cases and overseeing the Debtors’ operations in a safe and reliable manner. To avoid the 

resulting distraction, delay, and expense that may ensue, the Debtors propose the Procedures set forth 

below.1

IV. PROPOSED PROCEDURES

The Debtors propose the following Procedures with respect to all 503(b)(9) Claims:

a) Any Vendor asserting a 503(b)(9) Claim must prepare a proof of claim

(a “Proof of 503(b)(9) Claim”), substantially in the form annexed as 

Schedule 1 to the Proposed Order (the “Proof of 503(b)(9) Claim 

Form”) that sets forth: (i) the value of the Goods the Vendor 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 Vendor has filed 

any other claim against any Debtor regarding the Goods underlying its 

Proof of 503(b)(9) Claim; 

 1 These procedures shall not apply to any claims that are treated as Operational Integrity Supplier 

Claims pursuant to the Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 503(b)(9) and 

Fed. R. Bankr. P. 6003 and 6004 for Interim and Final Authority to Pay Prepetition Obligations Owed 

to Certain Safety and Reliability, Outage, and Nuclear Facility Suppliers filed contemporaneously 

herewith.

Case: 19-30088 Doc# 31 Filed: 01/29/19 Entered: 01/29/19 03:00:07 Page 4 of 7
DEBTORS’ MOTION TO ESTABLISH

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b) All Proofs of 503(b)(9) Claims must be submitted to the Debtors’ 

proposed claims and noticing agent, Prime Clerk LLC (“Prime Clerk”), 

so as to be received no later than the fiftieth (50th) day after the Petition

Date (the “503(b)(9) Claim Filing Deadline”), either (i) by mail or hand 

delivery at PG&E Corporation Claims Processing Center c/o Prime Clerk 

LLC, 850 3rd Avenue, Suite 412, Brooklyn, New York 11232, or (ii) 

electronically via the interface provided on Prime Clerk’s website at 

http://restructuring.primeclerk.com/PGE/EPOC-index. Proofs of 

503(b)(9) Claims sent by facsimile or electronic mail will not be 

accepted;

c) The Debtors shall have seventy-five (75) days (or such later date as may 

be approved by the Court) after the 503(b)(9) Claim Filing Deadline to 

file with the Court and serve any objections (the “Objections”) to timely 

filed 503(b)(9) Claims (the “Objection Deadline”), without prejudice to 

the Debtors’ right to set an extension to such Objection Deadline;

d) Vendors shall have until twenty (20) days after the filing of the applicable 

Objection to file with the Court and serve on the Notice Parties any 

replies to such Objections;

e) All timely filed 503(b)(9) Claims will be deemed allowed unless objected 

to by the Debtors on or before the Objection Deadline;

f) Notwithstanding and without limiting the foregoing, the Debtors are 

authorized, but not required, to negotiate, in their sole discretion, with 

any Vendor and to seek an agreement resolving any Objection to such 

Vendor’s 503(b)(9) Claim without the need for any further order by the 

Court;

g) If the Debtors cannot reach agreement with a Vendor regarding a 

particular Objection to such Vendor’s 503(b)(9) Claim, the Debtors will 

schedule the matter for a hearing by the Court; 

h) To the extent a 503(b)(9) Claim is allowed, such 503(b)(9) Claim will be 

satisfied pursuant to, and as set forth in, a chapter 11 plan for the Debtors 

as confirmed by the Court, or as otherwise ordered by the Court after 

notice and an opportunity for a hearing; provided, that the Debtors 

reserve the right to exercise any lawful right of setoff against any 

503(b)(9) Claim; and

i) Vendors shall be forever barred, without further order of the Court, from 

asserting 503(b)(9) Claims after the expiration of the 503(b)(9) Claim 

Filing Deadline, but shall not be barred from asserting related or 

unrelated general unsecured claims in accordance with any general 

unsecured claims bar date established in these Chapter 11 Cases.

The Debtors propose that the Procedures be the sole and exclusive method for the assertion, 

resolution, allowance, and satisfaction of 503(b)(9) Claims and request that all Vendors be prohibited 

from invoking any other means therefor, including, without limitation, the filing of a motion for 

allowance, or to compel payment, of any 503(b)(9) Claims. 

Case: 19-30088 Doc# 31 Filed: 01/29/19 Entered: 01/29/19 03:00:07 Page 5 of 7
DEBTORS’ MOTION TO ESTABLISH

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V. THE RELIEF REQUESTED IS IN THE BEST INTERESTS OF THE DEBTORS AND 

THEIR ESTATES

Because the Debtors, in the ordinary course of their business, typically purchase a substantial 

amount of Goods on a monthly basis from a variety of Vendors, the Debtors expect that numerous 

503(b)(9) Claims may be filed. Accordingly, the establishment of an orderly, uniform process for their 

resolution is warranted. Deferring litigation of claims asserted under section 503(b)(9) of the 

Bankruptcy Code and establishing uniform procedures for resolving such claims is a common practice 

in chapter 11 cases, as is the establishment of a bar date. See Fed. R. Bankr. P. 3003(c)(3) (“The court 

shall fix . . . the time within which proofs of claim or interest may be filed.”). Moreover, the Debtors 

believe that the Procedures will facilitate their ability to resolve claims with Vendors asserting a 

503(b)(9) Claim, expediting the resolution of 503(b)(9) Claims, and assisting with the administration 

of these Chapter 11 Cases.

Section 105(a) of the Bankruptcy Code provides that the Court “may issue any order, process, 

or judgment that is necessary or appropriate to carry out the provisions” of the Bankruptcy Code. 11 

U.S.C. § 105(a). The Debtors submit that establishing and implementing the Procedures is necessary 

and appropriate and that the Procedures are consistent with the provisions of section 503(b)(9) of the 

Bankruptcy Code.

The Debtors believe that their ability to address 503(b)(9) Claims in this uniform manner will 

assist in the timely resolution of such claims and promote the orderly, efficient, and economic 

administration of these Chapter 11 Cases. Therefore, the relief requested in this Motion is in the best 

interests of the Debtors and their respective estates and should be granted. 

VI. NOTICE

Notice of this Motion 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) the Debtors’ fifty (50) largest 

unsecured creditors on a consolidated basis; (iii) the Securities and Exchange Commission; (iv) the 

Internal Revenue Service; (v) the Office of the California Attorney General; (vi) the California Public 

Utilities Commission; (vii)the Nuclear Regulatory Commission; (viii) the Federal Energy Regulatory 

Commission; (ix) the Office of the United States Attorney for the Northern District of California; (x) 

Case: 19-30088 Doc# 31 Filed: 01/29/19 Entered: 01/29/19 03:00:07 Page 6 of 7
DEBTORS’ MOTION TO ESTABLISH

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counsel for the agent under the Debtors’ proposed debtor in possession financing facilities; and 

(xi) those persons who have formally appeared in these Chapter 11 Cases and requested service 

pursuant to Bankruptcy Rule 2002. Based on the urgency of the circumstances surrounding this Motion 

and the nature of the relief requested herein, the Debtors respectfully submit that no further notice is 

required.

No previous request for the relief sought herein has been made by the Debtors to this or any 

other court.

WHEREFORE the Debtors respectfully request entry of an order granting the relief requested 

herein and such other and further relief as the Court may deem just and appropriate.

Dated: January 29, 2019

WEIL, GOTSHAL & MANGES LLP

KELLER & BENVENUTTI LLP

By: /s/ Tobias S. Keller

Tobias S. Keller

Proposed Attorneys for Debtors 

and Debtors in Possession

Case: 19-30088 Doc# 31 Filed: 01/29/19 Entered: 01/29/19 03:00:07 Page 7 of 7