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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, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors and Debtors in Possession

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019

Tel: 212 474 1000 

Fax: 212 474 3700 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case No. 19-30088 (DM)

Chapter 11 

(Lead Case) (Jointly Administered) 

EX PARTE APPLICATION FOR ORDER 

PURSUANT TO L.B.R. 9013-1(c) 

AUTHORIZING OVERSIZE BRIEFING FOR 

DEBTORS’ REPLY IN SUPPORT OF 

SUBROGATION CLAIMS SETTLEMENT 

AND RSA MOTION 

[Refers to Dkt. Nos. 3992 and 4339] 

[No hearing requested] 

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). 

Case: 19-30088 Doc# 4341 Filed: 10/21/19 Entered: 10/21/19 12:56:26 Page 1 of

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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 Ex Parte

Application (the “Application”), pursuant to Rule 9013-1(c) of the Bankruptcy Local Rules for the 

United States District Court for the Northern District of California (the “Bankruptcy Local 

Rules”), for an order authorizing the Debtors to file an oversize brief in connection with their reply 

(the “Reply”) filed on the date hereof in support of the Debtors’ Motion Pursuant to 11 U.S.C. §§ 

363(b) and 105(a) and Fed. R. Bankr. P. 6004 and 9019 for Entry of an Order (i) Authorizing the 

Debtors to Enter into Restructuring Support Agreement with the Consenting Subrogation 

Claimholders, (ii) Approving the Terms of Settlement with Such Consenting Subrogation 

Claimholders, including the Allowed Subrogation Claim Amount, and (iii) Granting Related Relief, 

dated September 24, 2019 [Docket No. 3992] (the “RSA Motion”).1

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 Bankruptcy Local Rule 5011-1(a). 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 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. The Debtors’ Chapter 11 Cases are being jointly administered for 

procedural purposes only pursuant to Bankruptcy Rule 1015(b). 

1

 Capitalized terms used but not defined herein have the meanings ascribed to them in the RSA 

Motion or the Reply. 

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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”). 

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 RSA Motion seeks entry of an order (i) authorizing the Debtors to enter into and 

perform under that certain Restructuring Support Agreement, dated as of September 22, 2019 (the “RSA”), 

among the Debtors and the Consenting Creditors (as defined in the RSA) parties thereto, a copy of which 

is annexed to the RSA Motion as Exhibit A, (ii) approving the terms of the Subrogation Claims Settlement 

(as defined therein), including approval of the Allowed Subrogation Claim Amount (as defined therein) 

and the payment of certain fees and expenses of the professionals of the Ad Hoc Group of Subrogation 

Claimants (the “Ad Hoc Subrogation Group”), and (iii) granting related relief. Various parties have 

filed separate responses to the RSA Motion [Docket Nos. 4220, 4231, 4232, 4236, 4237, 4239, and 

4241] (collectively, the “Objections”).

III. OVERSIZE BRIEFING FOR THE REPLY IS WARRANTED 

Bankruptcy Local Rule 9013-1(c) provides that, “Unless the Court expressly orders 

otherwise, the initial and response memoranda of points and authorities shall not exceed 25 pages of 

text, and reply memorandum shall not exceed 15 pages of text.” B.L.R. 9013-1(c). The Debtors 

submit that sufficient cause exists for the Court to allow oversize briefing for the Reply. 

The relief requested in the RSA Motion is important to the success of the Debtors’ 

reorganization and the administration of these Chapter 11 Cases, and the issues to be considered are 

complex. As set forth in the RSA Motion, the Subrogation Claims Settlement has resolved $20 

billion of Subrogation Claims for consideration to be paid under the Debtors’ Plan in the amount of 

$11 billion. 

Case: 19-30088 Doc# 4341 Filed: 10/21/19 Entered: 10/21/19 12:56:26 Page 3 of

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As described in the Reply, some of the Objections to the RSA Motion have already 

been resolved through discussions with certain government entities; however, a number of 

Objections remain outstanding to which the Debtors will need to respond. The principal remaining 

Objections to the RSA Motion can be summarized as follows: 

1. Approval of the RSA would be inconsistent with the Court’s recent order 

terminating the Debtors’ exclusive periods; 

2. Approval of the RSA would require the Debtors to pay the holders of 

Subrogation Claims $11 billion under all circumstances, including if it 

were determined the Debtors were insolvent; 

3. The RSA somehow is violative of the individual wildfire claimants’ 

made-whole rights under California law, and provides for improper 

releases; 

4. The Allowed Subrogation Claim Amount of $11 billion is not a fair 

compromise and settlement under Bankruptcy Rule 9019; and 

5. The RSA constitutes an inappropriate solicitation of votes on a plan in 

contravention of section 1125 of the Bankruptcy Code. 

The Objections total many dozens of pages, and the Reply addresses these arguments 

in full. The Debtors therefore submit that, given the critical nature of the relief sought in connection 

with the RSA Motion and the numerous outstanding Objections to which the Debtors must respond, a 

reply in excess of 15 pages is necessary to fully address the remaining Objections. 

Accordingly, the Debtors believe it is appropriate to request authority for the Reply to 

exceed the 15 pages allowed under Bankruptcy Local Rule 9013-1(c). 

IV. NOTICE 

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

for Region 17 (Attn: Andrew R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors 

Committee; (iii) counsel to the 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; (xii) 

Consenting Creditors as set forth in the RSA; and (xiii) those persons who have formally appeared in 

Case: 19-30088 Doc# 4341 Filed: 10/21/19 Entered: 10/21/19 12:56:26 Page 4 of

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these Chapter 11 Cases and requested service pursuant to Bankruptcy Rule 2002. 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 authorizing the 

Debtors to file the Reply to exceed 15 pages, but not to exceed 25 pages (exclusive of any schedules 

or exhibits thereto and/or any declarations filed in connection therewith), and such other and further 

relief as the Court may deem just and appropriate. 

Dated: October 21, 2019 

 WEIL, GOTSHAL & MANGES LLP 

 CRAVATH, SWAINE & MOORE LLP 

 KELLER & BENVENUTTI LLP

 By: /s/ Stephen Karotkin 

 Stephen Karotkin 

Attorneys for Debtors and Debtors in Possession 

Case: 19-30088 Doc# 4341 Filed: 10/21/19 Entered: 10/21/19 12:56:26 Page 5 of

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