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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

-oOoIn Re:

PG&E CORPORATION AND PACIFIC 

GAS AND ELECTRIC COMPANY

Debtors.

_____________________________

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Case No. 19-30088

Chapter 11

San Francisco, California

Tuesday, September 24, 2019

9:30 AM

STATUS CONFERENCE RE: 

DEBTOR'S PLAN

FIFTH OMNIBUS MOTION OF THE 

DEBTORS PURSUANT TO 11 U.S.C. 

SECTION 365(A), FED. R. 

BANKR. P. 6006, AND B.L.R. 

6006-1 FOR AN ORDER APPROVING 

ASSUMPTION OF CERTAIN REAL 

PROPERTY LEASES ("LEASE 

ASSUMPTION MOTION") [3726]

TRANSCRIPT OF PROCEEDINGS

BEFORE THE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Debtors: STEPHEN KAROTKIN, ESQ.

JESSICA LIOU, ESQ.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212)310-8000

For Official Committee of 

Unsecured Creditors:

DENNIS F. DUNNE, ESQ.

Milbank LLP

55 Hudson Yards

New York, NY 10001

(212)530-5000

For Official Committee of 

Tort Claimants:

CECILY A. DUMAS, ESQ.

Baker & Hostetler LLP

11601 Wilshire Boulevard

Suite 1400

Los Angeles, CA 90025

(310)820-8800

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For Ad Hoc Committee of 

Bondholders:

ABID QURESHI, ESQ.

MICHAEL S. STAMER, ESQ.

DAVID H. BOTTER, ESQ.

ASHLEY VINSON CRAWFORD, ESQ.

Akin Gump Strauss Hauer & 

Feld LLP

One Bryant Park

New York, NY 10036

(212)872-8027

For Ad Hoc Group of 

Subrogation Claim Holders:

MATTHEW A. FELDMAN, ESQ.

BENJAMIN P. MCCALLEN, ESQ.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212)728-8000

For California Department 

of Toxic Control:

PAUL J. PASCUZZI, ESQ.

Felderstein Fitzgerald Willoughby 

Pascuzzi & Rios LLP

500 Capitol Mall

Suite 2250

Sacramento, CA 95814

(916)329-7400

For California Public 

Utilities Commission:

ALAN W. KORNBERG, ESQ.

SEAN MITCHELL, ESQ.

Paul, Weiss, Rifkind, Wharton & 

Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

(212)373-3000

For Indenture Trustee, 

BOKF, NA:

ANDREW I. SILFEN, ESQ.

Arent Fox LLP

1301 Avenue of the Americas

42nd Floor

New York, NY 10019

(212)484-3900

For North Bay Cases: FRANK M. PITRE, ESQ.

Cotchett Pitre & McCarthy LLP

840 Malcolm Road

Suite 200

Burlingame, CA 94010

(650)697-6000

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For PG&E Shareholders: BRUCE BENNETT, ESQ.

Jones Day

555 South Flower Street

Fiftieth Floor

Los Angeles, CA 90071

(213)489-3939

For SLF Fire Victim 

Claimants:

RICHARD A. MARSHACK, ESQ.

Marshack Hays LLP

870 Roosevelt

Irvine, CA 92620

(949)333-7777

For United States of 

America:

MATTHEW J. TROY, ESQ.

U.S. Department of Justice, Civil 

Division

P.O. Box 875

Ben Franklin Station

Washington, DC 20044

(202)514-7451

For Adventist Health: REBECCA J. WINTHROP, ESQ.

Norton Rose Fulbright US LLP

555 South Flower Street

Forty-First Floor

Los Angeles, CA 90071

(213)892-9200

For The Utility Reform 

Network (TURN):

ROBERT G. HARRIS, ESQ.

Law Offices of Binder and Malter

2775 Park Avenue

Santa Clara, CA 95050

(408)295-1700

For Sonoma Clean Power 

Authority:

For Department of Finance 

for the State of 

California:

G. LARRY ENGEL, ESQ.

Engel Law, PC

12116 Horseshoe Lane

Nevada City, CA 95959

(415)370-5943

MATTHEW L. HINKER, ESQ.

O'MELVENY & MYERS LLP

7 Times Square

New York, NY 10036

(212) 326-2000

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Court Recorder: LORENA PARADA

 United States District Court

450 Golden Gate Avenue

San Francisco, CA 94102

Transcriber: SUSAN PATTERSON

 eScribers, LLC

 7227 N. 16th Street

Suite #207

Phoenix, AZ 85020

(973)406-2250

Proceedings recorded by electronic sound recording; 

transcript provided by transcription service.

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SAN FRANCISCO, CALIFORNIA, TUESDAY, SEPTEMBER 24, 2019, 9:31 AM

-oOo-

(Call to order of the Court.)

THE COURT: Good morning, everyone. Please be seated. 

Mr. Karotkin, good morning. 

THE CLERK: Matter of PG&E Corporation.

MR. KAROTKIN: Good morning, sir. 

THE COURT: So by my calculation, we have two motions 

on -- two matters: a status conference and the assumption 

motion, right?

MR. KAROTKIN: That's correct. 

THE COURT: Ms. Liou, are you going to take care of 

the assumption motion?

MS. LIOU: That's correct, Your Honor. 

THE COURT: Let's get that out of the way. There's no 

opposition, as I recall. 

MS. LIOU: No, no. We have received a number of 

informal --

THE COURT: Wait, one second. Excuse me? 

THE CLERK: I need an appearance. 

THE COURT: Oh, yeah. We need an appearance for the 

record. 

MS. LIOU: Sure. Jessica Liou from Weil, Gotshal & 

Manges, counsel for the debtors. 

We've received a number of parties who have reached 

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out to us informally, with comments --

THE COURT: Okay. 

MS. LIOU: -- to the proposed order. You may have 

seen that we filed a revised proposed order with the Court 

yesterday --

THE COURT: I did see that. 

MS. LIOU: -- which reflects all the agreed upon 

changes. It is a matter that's moving forward on a fully 

consensual basis. 

THE COURT: Okay. Anyone in court want to be heard on 

the debtors' motion for, I guess, it's the broad lease 

assumption motion? Okay. We'll go ahead and submit that. 

MS. LIOU: Excellent. Thank you, Your Honor. 

THE COURT: That'll take -- resolve that part of the 

order. Thank you. 

MS. LIOU: Great, thank you. 

THE COURT: So Mr. Karotkin, I appreciate your status 

conference statement. And I do have a couple of minor 

questions. But if you have some issues you want to raise 

first, that's fine with me, and then I'll -- maybe we'll 

overlap in terms of my questions. 

MR. KAROTKIN: I have a brief statement I can make --

THE COURT: Okay. 

MR. KAROTKIN: -- if Your Honor --

THE COURT: Please. 

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MR. KAROTKIN: -- unless you want to have questions 

you'd like to raise first?

THE COURT: No, you're up. 

MR. KAROTKIN: First of all --

THE COURT: We need your appearance for the record, 

even though --

MR. KAROTKIN: Yes, I'm sorry. Stephen --

THE COURT: -- I know who you are. 

MR. KAROTKIN: Stephen Karotkin, Weil, Gotshal & 

Manges, for the debtors. 

As Your Honor indicated, today is a status conference 

on the debtors' plan, and I'm hopeful it won't devolve into a 

hearing on the motion to terminate exclusivity. 

THE COURT: What if I just make a ruling on it. Will 

that solve the problem?

MR. KAROTKIN: It depends how you rule, sir. 

I would just -- as a brief statement, solely with 

respect to the status conference, I'm sure Your Honor knows, 

and it's been widely reported, that the debtors have reached a 

comprehensive settlement with the ad hoc group of subrogation 

claimants. 

That agreement has been fully documented in a 

restructuring support agreement, and we expect to file a motion 

later today seeking court approval of that agreement. 

THE COURT: That was one of my questions. That's 

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going to be a standalone motion?

MR. KAROTKIN: That is correct, sir. 

THE COURT: Okay. 

MR. KAROTKIN: We expect to file that later this 

afternoon. 

THE COURT: And the underlying documents, then, will 

be supportive of that motion? I mean, they might be part of 

the plan package, but --

MR. KAROTKIN: Yes, they'll be an exhibit to that 

motion. 

THE COURT: Okay. Thanks. And you want to just do 

that on the regular calendar?

MR. KAROTKIN: Yes. I believe there is a calendar on 

October 23rd that we would set that for hearing.

THE COURT: I think that's the date we have, right? 

Ms. Parada?

THE CLERK: Yes. 

THE COURT: We're trying to avoid these two-day 

settings of minor matters, but then what's the definition of a 

minor matter, right?

MR. KAROTKIN: Right. 

THE COURT: Okay. 

MR. KAROTKIN: So that's what we are currently 

anticipating, setting that for hearing on October 23rd, which 

is one of your regular --

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THE COURT: Okay. 

MR. KAROTKIN: -- omnibus hearing dates. As we have 

announced, that settlement provides for the resolution of all 

subrogation claims asserted in the approximate amount of twenty 

billion dollars, to be satisfied and discharged pursuant to --

THE COURT: But am I correct, it doesn't settle a 

hundred percent of them. It settles with a --

MR. KAROTKIN: No, it settles a hundred percent of 

them. 

THE COURT: Well, every single subrogation claim?

MR. KAROTKIN: Every single subrogation claim to be 

treated under the plan.

THE COURT: Okay. 

MR. KAROTKIN: Yes. 

THE COURT: I thought when I read before, you --

MR. KAROTKIN: Yes. 

THE COURT: -- had about eighty-five percent. 

MR. KAROTKIN: Eighty-five percent of the holders of 

claims that are represented on the steering committee have 

signed the RSA. It provides for the treatment of those claims 

under the plan. And we believe it will be binding, assuming 

they accept the plan, which is our expectation. 

Moreover, Your Honor, based on our conversations with 

the Willkie Farr firm, who represents the subrogation 

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eight percent --

THE COURT: Well, but my question is, if there's even 

one claimant who doesn't accept, and we have to do an impaired 

class, right, or not?

MR. KAROTKIN: They are in an impaired class, in any 

event, and they --

THE COURT: Well, I understand. But if you've got 

them all signing up, it's a little easy. The point is, am I 

correct, there could be a dissenting member of the class.

MR. KAROTKIN: There could be a member who voted "no" 

on the plan. 

THE COURT: Correct. 

MR. KAROTKIN: That's correct. 

THE COURT: But voting means disclosure and --

MR. KAROTKIN: Absolutely, sir. 

THE COURT: Okay. 

MR. KAROTKIN: We expect that -- it's our view they 

are clearly -- that class is clearly impaired under the plan, 

and they will vote --

THE COURT: Oh, I don't doubt that, either. 

MR. KAROTKIN: Okay. 

THE COURT: My point is that -- and you made it clear 

in the original plan -- I can't keep track of all your 

classes -- but clearly it was an impaired class before the 

settlement. Now, it's still an impaired class.

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MR. KAROTKIN: Yes, sir. 

THE COURT: You just, from what you've said, you have 

a very high percentage of acceptance, but --

MR. KAROTKIN: We expect a very high percentage of 

acceptance. 

THE COURT: Yeah. 

MR. KAROTKIN: But it is an impaired class that will 

vote under the plan. That settlement is for value of cash, and 

perhaps equity, in the amount of eleven billion dollars, 

representing a forty-five percent reduction in the amount of 

the asserted claims. Obviously, Your Honor, this is a major 

achievement in these cases. 

And I'll point out, Your Honor -- and I really don't 

want to get into too much of this; we can certainly get into 

this at another time -- this was achieved despite efforts by 

the ad hoc bondholders and in particularly, Elliot (phonetic), 

to do everything in their powers to undermine --

THE COURT: Well, let's not get into it. You've made 

the -- because then it'll just invite the argument, and --

MR. KAROTKIN: Okay. 

THE COURT: -- I'm not going to resolve that today. 

MR. KAROTKIN: Very well. 

THE COURT: You got your votes; you got your -- and 

that's fine with me. 

MR. KAROTKIN: Very well. 

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THE COURT: That's progress. 

MR. KAROTKIN: And as Your Honor knows, yesterday, we 

did file an amended plan --

THE COURT: Right. 

MR. KAROTKIN: -- that incorporates that settlement 

in --

THE COURT: I heard from the Oxford Dictionary that 

you have now out-definitioned them. And it is the --

MR. KAROTKIN: I think we have -- I think that's 

right. I think we have the world's record number of --

THE COURT: Yes. 

MR. KAROTKIN: -- defined terms in a plan of 

reorganization. 

THE COURT: You have. And it's --

MR. KAROTKIN: And I'm glad you appreciate that, sir. 

THE COURT: There's an app to be able to understand 

where the definitions all tie up together. Okay. 

MR. KAROTKIN: And I'd also note, as the debtors 

announce that they've received equity commitments in excess of 

fourteen billion dollars. That was the fourteen billion dollar 

target. Commitments have come in well in excess of that 

amount, which will serve as the foundation for all of the plan 

funding necessary to have these debtors exit Chapter 11 on a 

timely basis, to take advantage of the go forward wildfire fund 

under AB 1054. 

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It is also my understanding, Your Honor, that the CPUC 

has commenced its review process with respect to the debtors' 

plan. 

THE COURT: That was right. That's one of my 

questions, because that was -- TURN told us -- told me that --

MR. KAROTKIN: Right. 

THE COURT: -- and I'm sure you saw what they filed. 

MR. KAROTKIN: Yes. And Mr. Kornberg, of course, is 

here, who can elaborate on that. And we believe, with that, 

things are on track to meet the June 30, 2020 date. 

With the settlement of the subrogation claimants being 

achieved and the equity financing commitments, the last 

remaining item -- and of course I don't mean to minimize this, 

Your Honor -- is establishing the amount of the claims held by 

the constituency represented by the tort claimant's committee 

for plan purposes. In that regard, as Your Honor, again, well 

knows, estimations of the proceedings are pending before Judge 

Donato, as well as in the related state court proceedings --

THE COURT: Right. 

MR. KAROTKIN: -- with respect to the Tubbs trial. 

It's my understanding that those proceedings are moving 

forward, on schedule and on track to assure that the 

reorganized debtors can confirm their plan, again, in time to 

take advantage of the go forward wildfire fund under AB 1054.

In terms of next steps in this court, Your Honor, we 

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think it still makes sense -- of course subject to your 

judgment -- to continue to defer the filing of a formal 

disclosure statement until we have more clarity on the 

magnitude of the individual tort claims to be addressed under 

the plan. Obviously, if you feel differently, we can move 

forward and file a formal disclosure statement: not a 

telephone book, but a formal disclosure statement within a 

reasonable period of time. Hopefully, Your Honor, we will have 

some additional information with respect to the tort claims 

with the upcoming bar date of October 21st. 

THE COURT: Okay. Well, I'll stop you by saying, I 

don't want a disclosure statement early either, so. 

MR. KAROTKIN: Okay. 

THE COURT: And that's two of us that support that. 

If there's someone in court that thinks, somehow, there should 

be one early, I'll listen to a comment when it's time to take 

other comments. 

MR. KAROTKIN: I'll go with your view on that, sir. 

THE COURT: Okay. 

MR. KAROTKIN: As I said, the purpose of today's 

hearing is not to address the motion filed to terminate 

exclusivity, and we hope that this hearing doesn't devolve into 

arguments with respect to that motion. We will, of course, 

fully address that motion in our responsive pleadings. 

I would like, however, to note some scheduling issue 

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that certain people have, including myself, with the October 

8th date. That, Your Honor, is the evening of the Jewish 

holiday. 

THE COURT: Yeah, and we try to adjust for those dates 

and sometimes forget them, so. Okay. Well, we can fix that. 

MR. KAROTKIN: So I think we need, again, subject to 

your availability, to choose a different date that week or the 

following week. Again --

THE COURT: Wait, what's that noise I'm getting?

THE CLERK: It might be a cell phone. 

THE COURT: Somebody got a cell phone in the court or 

on the phone? Operator, can you do anything about that noise 

on the speaker? Or if it's someone in the court --

UNIDENTIFIED SPEAKER: It's Steve's. 

THE COURT: -- answer the call and put it on the 

speaker. 

Well, Mr. Karotkin, how convenient or inconvenient 

would it be just to move it even one day, or if necessary, a 

second day. The following week is the only four days in this 

calendar year that I'm planning to be absent. And so --

MR. KAROTKIN: That's just not acceptable, Your Honor. 

THE COURT: Yeah, I know. Would it be an imposition 

on you and others who are traveling, to do it on either the 9th 

or the 10th?

MR. KAROTKIN: We can't do the 9th. The 9th actually 

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is the holiday. 

THE COURT: Yeah, of course. Okay. 

MR. KAROTKIN: So we could --

THE COURT: Well, again, I'm sorry; I didn't keep 

track of the dates. 

MR. KAROTKIN: We could do the 11th. We could -- I 

think other people are advocating for the 7th. 

THE COURT: Ms. Dumas, do you have an opinion?

MR. KAROTKIN: Ms. Dumas had indicated originally that 

she was available, and then I heard from her the other night 

that she was not available on the 11th. 

THE COURT: Not on 11th. What's your schedule?

MS. DUMAS: Good morning, Your Honor. 

THE COURT: Hi.

MS. DUMAS: Cecily Dumas. 

THE COURT: Good morning. 

MS. DUMAS: BakerHostetler, appearing on behalf of the 

official committee of tort claimants. Just with a little 

reminder to the Court that it's not Mr. Karotkin's motion that 

we're --

THE COURT: I know, but it's my hearing. And I set 

it. And I denied the shortened time and set it on the next 

date up, so. 

MS. DUMAS: So the tort committee believes that delay 

of the motion to terminate exclusivity is the debtors' purpose. 

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We would strongly object to any date later than the 9th. And 

there is a district court --

THE COURT: Well, what days are you, personally, not 

available?

MS. DUMAS: I am not available the 10th, 11th, and the 

following week. However, all of these people are -- the vast 

majority will be in court, upstairs, on the 7th -- 

THE COURT: So you're --

MS. DUMAS: -- at 10 a.m. for a district court 

proceeding. So we request that if the Court is inclined to 

respect the Jewish holiday on the 8th --

THE COURT: Well, first of all -- first of all I'm 

inclined to move it off of a conflict --

MS. DUMAS: Right. 

THE COURT: -- with a holiday. 

MS. DUMAS: Absolutely. 

THE COURT: I wouldn't have set it in the first place. 

As I say, you made a push for a speeded-up hearing and I said, 

no, we're going to go to the next hearing. I should have 

looked at the calendar with my courtroom deputy. 

MS. DUMAS: We would request the 7th.

THE COURT: And Judge Donato has a hearing in the 

morning, right?

MS. DUMAS: At 10. 

THE COURT: Okay. Well, I'll come back to that later. 

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MS. DUMAS: Thank you, sir. 

THE COURT: I'll get -- and we'll pick a date to make 

it work. 

MR. KAROTKIN: I will note, in that regard, Your 

Honor, significant discovery has already been served in 

connection with that motion which would require all of the many 

depositions to be conducted between now and whatever date you 

set the hearing. 

THE COURT: And your side is initiating the discovery?

MR. KAROTKIN: We have initiated it, and I believe 

that the ad hoc committee of bondholders is initiating 

discovery as well. 

THE COURT: Okay. Before we adjourn, I'll figure out 

when to move it and how to make it work. Now, I want to get 

back to the checklist of status conference items. 

MR. KAROTKIN: Okay. The other thing, Your Honor, 

that I would suggest, and I'm sure that the first thing Ms. 

Dumas, as well as the ad hoc bondholders will say, is that I'm 

seeking a delay here, which is obviously not my purpose. And 

we are perfectly willing to go forward with the motion to 

terminate exclusivity; I'm not seeking to delay that, whenever 

Your Honor sets that. 

But I think, Your Honor, we're at a crossroads in this 

case. We have an agreement with the public entities and the 

subrogation claimants. The tort claimants committee has come 

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down significantly from its fifty billion dollar claim 

assertions in these cases.

THE COURT: Well, you're saying that by virtue of 

their --

MR. KAROTKIN: Of their motion. 

THE COURT: -- their motion. 

MR. KAROTKIN: Their motion to it -- they're claiming 

twenty-four billion which, obviously, must include something 

for the subrogation claimants if their plan is going to comply 

with AB 1054, which they say it will be. 

THE COURT: Well, the term sheets seem to say it to 

me; I looked at their term sheet --

MR. KAROTKIN: Right. So it can't -- it certainly 

can't be zero for the subrogation claimants. And as you know, 

Your Honor, under AB 1054, they have to be paid in full in 

order to take advantage of the wildfire fund. 

Under these circumstances, Your Honor, we think it 

would be appropriate for the Court to appoint a mediator, one 

with bankruptcy experience. Get the parties together, see if a 

global consensus can be achieved. This will not delay 

anything. And as I'm sure Your Honor knows more than anybody, 

that was key to resolving the prior case. 

THE COURT: It was. 

MR. KAROTKIN: And we think that it would be 

appropriate here and would invite the Court to consider that. 

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THE COURT: Okay. 

MR. KAROTKIN: Thank you, sir. 

THE COURT: All right. Let me -- stay here, Mr. 

Karotkin, because I just want to go through a couple of 

housekeeping chores. The first one is something I never even 

thought about until last night when I was looking at your 

amended plan, and I simply couldn't absorb ninety-five pages of 

blackline or a redline plan. But I looked at -- I looked at 

the critical changes that, for the most part, as it looked to 

me that it's everything you have to do to reflect the 

subrogation --

MR. KAROTKIN: That was it. 

THE COURT: -- settlement, right? 

Pure mechanics. I have a pet peeve about plans having 

cumbersome names. And after a first amended plan, you normally 

get a second amended plan and keep counting. 

So in our other world here, when we do the simple 

Chapter 11s, we don't have anything called plan of 

reorganization with a date right below it. So unless you're 

troubled by that, I would like to see -- and this will be the 

same if there are any competing plans -- that the plan simply 

be the name, "plan of reorganization" or whatever the proper 

term is, with the date right in parenthesis under the title. 

Then there's no confusion of which one are we looking at. 

So --

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MR. KAROTKIN: Certainly. 

THE COURT: -- unless you don't want to do that --

MR. KAROTKIN: No, no. 

THE COURT: -- that's what I'd like you to do. Don't 

change it now, obviously. In other words, the document that 

you filed, I believe is called first amended, right?

MR. KAROTKIN: Yes, sir. 

THE COURT: Yeah, well, I mean, chances are it will be 

amended again, no matter what. 

MR. KAROTKIN: No doubt. 

THE COURT: Okay. So I was looking through my notes 

from the last hearing, and I have a couple of, sort of, just 

clarification points and a couple of question points. 

So the first one, I just reviewed my own schedule, and 

you tell me if there's any change. The schedule that we set on 

previously for the inverse condemnation issue was opening 

briefs from the debtor by October 25, oppositions by November 

15th, reply by November 22nd. And I realize -- and I decided 

on my own, without thinking about it until now is that I think 

it would be helpful to schedule an argument on those two, and 

looking at the calendar, a date that would work would be 

December 11th, so -- because that's a regular date we have 

blocked out for PG&E. 

So unless you or anyone who's going to be active on 

that motion has a problem either with the existing dates that 

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were already discussed or the hearing date for an argument on 

the motion, then I'll leave it at that. So I'll come back to 

it and, when I finish this short list with you, Mr. Karotkin, 

I'll invite comments from anyone else. 

The second question has to do with the revised plan, 

and in particular, the settlement with the public entities. 

And so the way I read the revised plan, Section 4.18, class 

5(b)(1), is the eighteen public entities that you settled with 

for eighteen (sic) billion dollars, right?

MR. KAROTKIN: Correct. 

THE COURT: Now, am I correct still that other public 

entities are --

MR. KAROTKIN: I'm sorry, one billion dollars. 

THE COURT: What did I say? Did I say something else?

IN UNISON: You said eighteen. 

THE COURT: Oh. Well, eighteen billion dollars for 

one creditor. No. One billion dollars for eighteen creditors. 

Sorry. 

But Mr. Karotkin, am I correct, you still are of the 

view that other public entities must be estimated? And you 

aren't -- and you have not accepted my discussion that, you'll 

recall, Mr. Pascuzzi was here and I raised the question. So am 

I right; you're still of the opinion that any other public

entity is -- the way I see the definition is in the broad 

category of other wildfire claim?

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MR. KAROTKIN: I agree with everything you just said. 

THE COURT: Well, have you made peace with Mr. 

Pascuzzi and his client?

MR. KAROTKIN: No. No, we have not, and we're --

THE COURT: Well, then again, I'll ask for him. I 

don't necessarily -- are you here, Mr. Pascuzzi, somewhere? 

MR. PASCUZZI: Yes, I am, Your Honor.

THE COURT: Okay. Well, I mean, you don't have to 

come up yet. You can come up in a minute. What I was going to 

ask is should we set a briefing schedule on that question 

because --

MR. KAROTKIN: Sure. 

THE COURT: Right? 

MR. KAROTKIN: Yes. 

THE COURT: Okay. Because it would seem to me that 

the pure legal question is, if there are claims filed by public 

entities that liquidate amounts, they are, by definition, not 

estimatable; I know you differ with that. And we could 

either -- I could invite the two of you to meet and confer and 

come up with an agreed schedule --

MR. KAROTKIN: Um-hum.

THE COURT: -- but I don't want to leave any other 

representatives of public entities out of the discussion. Or I 

could just decree some dates, but I'd rather let you work it 

out on something that works to your convenience and be 

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consistent with our calendar. 

MR. KAROTKIN: Yes. I'm happy to meet and confer with 

Mr. Pascuzzi. I don't think they filed claims yet. 

THE COURT: Well, if the claims bar date and they 

don't --

MR. KAROTKIN: Well, no, no. I know we have --

there's time. 

THE COURT: -- and they don't file, then you're on a 

roll. 

MR. KAROTKIN: No, no. I realize that. I'm sure 

that -- I'm sure Mr. Pascuzzi's not going to not file claims, 

but why don't -- if it's okay with him, we can meet and confer. 

And I think the briefing schedule is going to have to follow 

when they file claims. 

THE COURT: Yeah. 

MR. KAROTKIN: I don't know why they --

THE COURT: Well, Mr. Pascuzzi, I'll come back to you 

and every other person in the room here who wants to be heard. 

I just want to go through this short list of things and, 

frankly, Mr. Karotkin's response and your response are not 

surprising. 

Okay. Next, I agree with you, Mr. Karotkin, I don't 

want to turn this into a pre-hearing on the exclusivity motion. 

But as I read the exclusivity motion and the term sheet, again, 

perhaps more specifically, the position of the TCC and the 

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senior noteholders, is that the senior noteholders -- I mean, 

excuse me, the senior noteholders may not agree that they're 

unimpaired, and secondly, if I understand, it looks like the 

TCC and the senior noteholders believe that the subrogation 

claimants should be subordinated in some fashion. 

So the question is, aren't those two other additional 

legal questions that should be teed up and briefed? Am I 

right? Do you agree the plan that your opponents want to file 

would put the subrogation claims in a lower class?

MR. KAROTKIN: I agree that they're trying to 

subordinate the subrogation claims.

THE COURT: Right. 

MR. KAROTKIN: Yes. 

THE COURT: And subordinate would be, perhaps, 

inconsistent, certainly, with the language of your plan and 

perhaps --

MR. KAROTKIN: That's correct. 

THE COURT: Right. 

MR. KAROTKIN: And if our plan moves forward, that 

would certainly be a confirmation objection. 

THE COURT: Well, that's right. So the question is 

should we tee up these big ticket legal confirmation questions, 

even if there is no competing plan? It seems to me we should. 

MR. KAROTKIN: We're more than happy to do that. 

We're very comfortable in our position on that.

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THE COURT: And how about -- how about the question of 

whether the -- and this is one of those defined terms that I 

think is a defined term -- the funded debt claims; I believe 

their position is their impaired; your position is they're not 

impaired. That's a legal question, right?

MR. KAROTKIN: That's correct, and we're more than 

happy to tee that up right away as well. 

THE COURT: But do you think it would be helpful and 

efficient, in the context of a great, big ocean liner that is 

leaving the dock without a disclosure statement yet, to deal 

with some of these pivotal legal questions at a time when there 

could be rulings but there also could be challenges later on by 

others. 

In other words, I can't bar a party from opposing a 

position that the debtor does. I'm not setting a deadline for 

objections to confirmation. But in effect, it's like an early 

designation of confirmation issues. 

MR. KAROTKIN: Again, we have no objection to teeing 

up those two issues. I think the two issues relate to the 

federal judgment rate of interest and the make whole --

THE COURT: Right. They do.

MR. KAROTKIN: -- on those claims, and --

THE COURT: That's exactly I understand them to be. 

MR. KAROTKIN: Yes. And we're more than happy to 

confer with counsel and set a schedule on that as well. 

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THE COURT: Well, they also --

MR. KAROTKIN: I think --

THE COURT: -- I mean, they're ripe issues even if 

there's no competing plan. 

MR. KAROTKIN: I agree. 

THE COURT: Okay. 

MR. KAROTKIN: I agree. I will note, however, that 

our plan is very specific that if we are wrong on those issues, 

we will unimpair them. 

THE COURT: Well --

MR. KAROTKIN: Okay? 

THE COURT: I mean, is this something we just do in 

the middle of the confirmation hearing? I mean --

MR. KAROTKIN: But I'm saying, we're more than 

happy -- again, we're very comfortable on our position on those 

two issues as well. 

THE COURT: I think that the problem with that is, you 

can't --

MR. KAROTKIN: And we don't want to delay it. We 

don't delay. We're very happy to have those adjudicated. 

THE COURT: Well, wait. You mean you'll unimpair them 

or you'll treat them impaired? I mean, your view from the plan 

is they're unimpaired. 

MR. KAROTKIN: My view -- if I may? 

THE COURT: Go ahead. 

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MR. KAROTKIN: My view is, the way we propose to treat 

that class under the plan, based on applicable law and the 

contractual provisions in their agreements, they are 

unimpaired. 

THE COURT: Right. Agreed. 

MR. KAROTKIN: Okay? They disagree with that. 

THE COURT: Right. 

MR. KAROTKIN: And we are more than happy to bring 

those issues before the Court prior to the confirmation 

hearing. 

THE COURT: No, but I thought you were saying the 

reverse. 

MR. KAROTKIN: And then I'm also saying, that if we 

lose, if we lose, which I'm confident we will not, we will 

amend the plan to unimpair them. 

THE COURT: Okay. But we've gone through the drill 

of, perhaps, creating an impaired class and going to the 

trouble of voting. 

MR. KAROTKIN: I'm sure they'll vote no. 

THE COURT: Well, so am I. 

MR. KAROTKIN: Okay. We have other impaired classes 

that we believe will vote yes and satisfy the requirements of 

Section 1129.

THE COURT: Mr. Karotkin, we know that all you need is 

one impaired noninsider class to vote. The question is, what 

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do you do about an impaired class that votes no. It's very 

nice to say, on the fly, we'll unimpair them. But the question 

is, should we not deal with it ahead of time? 

Look, I'm going to offer the following: we've now 

identified three legal issues today -- 

MR. KAROTKIN: Um-hum.

THE COURT: -- one for the public entities; two for 

these two groups -- that you are agreeing with me should be 

dealt with early. And I think they should be, but I'll invite 

comments from other counsel here in a little while. 

MR. KAROTKIN: We agree with you. 

THE COURT: Okay. The next question is really more of 

an information, and that is TURN filed a position on 

exclusivity but includes a copy of the CPUC OII. And my 

question to you is, I think that's a nonaction item for this 

Court, do you agree?

MR. KAROTKIN: Yes. 

THE COURT: It's really informational, and Mr. 

Kornberg, or someone, will tell us if there's something the 

bankruptcy court ought to be doing other than what we're doing. 

MR. KAROTKIN: I'm sure he will say there is nothing 

you should be doing on that. 

THE COURT: Okay. The next question on my short list 

is -- at least in something that the TCC filed, they make the 

contention that, whether the debtor is doing it intentionally 

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or not, they're discouraging the filing of claims, which again, 

seems to be a serious allegation, if proven. But it doesn't 

seem like an action item for today. And again, I'll assume --

MR. KAROTKIN: Your Honor?

THE COURT: -- you'll tell me otherwise. 

MR. KAROTKIN: I have no idea what they're talking 

about. 

THE COURT: Okay. 

MR. KAROTKIN: There is no evidence of what they're 

talking about. 

THE COURT: Right. 

MR. KAROTKIN: As you know, the noticing protocol was 

the biggest and most widespread noticing protocol that I, 

certainly, have ever been involved with. I have no idea what 

Mr. Julian or Ms. Dumas is talking about. 

THE COURT: Okay. 

MR. KAROTKIN: Okay? As Your Honor knows, most claims 

are filed when we get close to the bar date. And I am very, 

very confident, Your Honor, that the plaintiff lawyers are 

very, very aware of when the claims must be filed. 

THE COURT: I'm sure they are. 

MR. KAROTKIN: That's one thing I'm sure of. 

THE COURT: That being said, you wouldn't be 

heartbroken if somebody misses the claims deadline?

MR. KAROTKIN: Actually, Your Honor, I --

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THE COURT: I mean, as a personal matter you might. 

MR. KAROTKIN: -- hope that if people believe they 

have claims, that they file them timely. 

THE COURT: No, I understand. 

MR. KAROTKIN: I hope, and so does the company. 

THE COURT: I wasn't suggesting that you had some 

devious thought about it. What I meant is that, no lawyer 

representing a debtor is going to be upset if a creditor 

doesn't file a claim. Obviously, we're dealing with a much 

different issue here. 

MR. KAROTKIN: We are. 

THE COURT: Look, as far as I'm concerned, the 

allegation is nothing more than an allegation, and it's not an 

action item. And if the TCC wants action, they know how to ask 

me to take action. 

MR. KAROTKIN: And they haven't to date. 

THE COURT: Okay. So one other question. So when 

I -- in looking back to the timeline, you filed a timeline way 

back before we were dealing with terminating the original -- I 

mean, denying the request to terminate exclusivity and the 

estimation and the timeline that you had in mind before the 

Tubbs fire trial was going on down the street -- before Judge 

Donato was involved. Obviously, those have all changed. But 

do you think it's time to come up with a revised timeline 

beyond what we're talking about now? In other words, what --

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and maybe the answer is no because there's too many big issues. 

MR. KAROTKIN: Excuse me, I haven't looked at the 

timeline we originally filed. I think that was back in the 

August.

THE COURT: Well, it was optimistic, but it was --

MR. KAROTKIN: I think it reflected a disclosure 

statement being filed a lot sooner than we're talking about 

now. 

THE COURT: Well, it had me -- I was doing the Tubbs 

estimation and the --

MR. KAROTKIN: Yes. 

THE COURT: -- liability issue. 

MR. KAROTKIN: Exactly. 

THE COURT: And there was no referral to the district 

court and lots of things. 

MR. KAROTKIN: So if it's okay with Your Honor, I'd 

like to have the opportunity to take a look at it, and perhaps 

we can file an amended timeline if you would like?

THE COURT: It's not even that I need one. I'm the 

one that said to you -- and I'm not taking credit, a lot of us 

have said, we have to make -- we have to be creative in how to 

deal with this complex issue of state law deadlines, CPUC 

procedures, which are certainly overwhelmingly complicated, the 

Bankruptcy Code, et cetera. 

And so one of things that you'll recall we talked 

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about before is, why can't we simplify the disclosure 

statement? And we're trying to do that. And I'm going to 

stick with that. But the question is, can we also sort of 

stagger the confirmation process? This is really getting --

what I was touching on before. 

MR. KAROTKIN: Um-hum.

THE COURT: I mean, I go back to a colloquy that I 

think I had with, perhaps you and Mr. Kornberg, is there a way 

to tee up the bankruptcy issues that are critical to the CPUC 

earlier rather than later. So kind of like as a tentative, the

Court can say well, the debtors jumped through all the hoops, 

the classification's right, the treatment is okay, et cetera, 

et cetera. The plan is ready to be confirmed if the following 

things occur. And obviously, the major thing is that the 

impaired classes either vote for it or there's a cramdown that 

is properly considered. 

So what I had in mind is a way of looking at the 

calendar and thinking about when to tee up these critical 

confirmation issues. We already identified several of them 

this morning. 

MR. KAROTKIN: We did. 

THE COURT: So look, I'll just leave this with you 

to -- not to do something because I'm asking you that I need it 

but rather to think about, as these issues are crystalized, 

whether we should try, then, to simplify the process so at 

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least the major player, certainly the formal committee, the ad 

hoc committees -- I'm not suggesting that outliers who are on 

their own are not going to have their day in court, but the 

major players can be treated up or down on a legal issue, in 

part; they might want to take interlocutory appeals if there --

or you might want to if there are rulings that you disagree 

with.

So it's just an invitation --

MR. KAROTKIN: Okay.

THE COURT: -- to do that.

MR. KAROTKIN: Thank you, sir.

THE COURT: Okay. So let's go through -- those are my 

short items, and there are a number of issues that I want to 

hear from various counsel.

But let's start with the normal procedure. I'll ask 

and see if the official unsecured creditors' committee counsel 

wants to be heard. Then I'll ask the tort committee. Then 

I'll ask Mr. Pascuzzi and the others for the public entities, 

in that -- and then anyone else who wants to be heard.

Good morning.

MR. DUNNE: Good morning, Your Honor. For the record, 

Dennis Dunne from Milbank on behalf of the official committee 

of unsecured creditors.

At the outset, I think we should just take a step back 

to see with what I think are truly kind of stunning 

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developments over the past few weeks. We were all here four 

weeks ago or so, Your Honor, and we didn't have a settlement 

with the subrogation committee. We didn't have a number or a 

structure that worked for the TCC. And here we are, now at the 

end of September, and we have that.

Now, they happen to be tied to different plan 

proponents, and we'll have to deal with that. But I do think 

that the plan that was filed by the bondholders and the TCC is 

a positive development. There's a lot in that plan that are 

positives for many of the unsecured creditors. But with both 

the subrogation settlement, we haven't seen the underlying 

documents, need to kind of go through that. I heard today that 

it will be filed today; good, so that we can review it and 

comment on it. And we have similar questions for the 

bondholder TCC plan.

With respect to mediation that Mr. Karotkin raised, 

it's the first we're hearing about it.

THE COURT: Well, I had raised the question last time 

just to think about it. I hadn't been more specific, but 

just --

MR. DUNNE: Well, I agree. There's always mediation 

hovering over any kind of --

THE COURT: Right. Right.

MR. DUNNE: -- potential dispute. But as a result, I 

don't have a formal committee position on mediation, though --

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THE COURT: Right.

MR. DUNNE: -- as I was saying at the outset, it does 

look like some of the important building blocks for what could 

be a global consensual deal are beginning to fall into place --

THE COURT: Um-hum.

MR. DUNNE: -- with the subrogation settlement, the 

TCC bondholder plan. We have a number of parties that are 

willing to write substantial checks, now albeit on different 

capital structures. And so mediation at the right time I think 

would be important. Now I'm just musing, because I'm ahead of 

my client. 

What I struggle with a little bit is that what we have 

is a motion to terminate exclusivity, not to be heard today. 

Clearly that's not what he means to mediate. If you were 

mediating the motion to terminate exclusivity, it would be 

what --

THE COURT: No, I think I know what it means.

MR. DUNNE: Yeah. So but I also don't think Mr. 

Karotkin is presupposing that that plan is going forward. So 

it's either remediating the motion that's not yet heard --

THE COURT: Well, then, but even if it were -- I mean, 

look, do you think if I announced to him that I'm not going to 

terminate exclusivity, then he would say well, then, we don't 

want to mediate. I mean, he'd be crazy to say that, because 

I'd order him to mediation anyway if I wanted to.

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MR. DUNNE: I think he'd go -- anyway. I don't want 

to guess what Mr. Karotkin would do in that scenario.

All I'm saying, Your Honor, is it may be that we're at 

a status conference today. I don't have a position for the 

committee on mediation. We do know that we need to pick a date 

for the motion for termination of exclusivity, and maybe we see 

how the chips fall on that and then mediate.

But I do want to underscore that that's probably what 

happens at some point, is the mediation -- to see if we can 

avoid having the two plans go -- is there a way to build 

consensus and have one path forward.

With respect to the briefing that Your Honor raised, 

pulling up and out of confirmation hearing some of the legal 

issues, including with respect to post-petition interest and 

make-wholes, we support that. We think that's a fine idea to 

do that sooner rather than later.

THE COURT: Well, I presume you don't have a position, 

but you're not opposed to trying to straighten this question of 

estimating liquidated claims or not. I mean, again --

MR. DUNNE: Correct.

THE COURT: -- that to me is a pure issue that there's 

a finite group of folks that are affected by that 

determination, but they're important players also, right. 

MR. DUNNE: I agree. And we believe it's kind of 

prudent to do that sooner rather than later so that we can all 

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factor in the rulings into confirmation.

THE COURT: Right.

MR. DUNNE: And I also think with respect to the 

debtors' plan with respect to unimpairment, I understand what 

Mr. Karotkin's saying. He's saying -- I think he's saying, 

Judge, we'll take the risk that we're wrong that we don't have 

to pay contract rate interest. He says he's going to win. We 

may say he's going to lose. But let's assume he does lose. 

That just means they have to fund more dollars under the plan 

in order to unimpair that. So I think that's what he said.

THE COURT: Well, yeah. I know. But it also means 

that if I did it -- I said we're going to have this argument 

next week before we ever think about disclosures, and I rule 

next week that Mr. Karotkin is incorrect and bondholders are 

right, they are impaired, he could go back to his client and 

maybe unimpair them with a stroke of the pen.

MR. DUNNE: Exactly. Exactly.

THE COURT: But it goes both ways.

MR. DUNNE: Well, it could go --

THE COURT: I hadn't even thought about it until I 

read the arguments that were in the exclusivity motion. And 

again it's in the exclusivity papers, but it's not an 

exclusivity issue. It's a confirmation issue, right?

MR. DUNNE: Correct.

THE COURT: Yeah, okay.

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MR. DUNNE: Correct.

THE COURT: Okay.

MR. DUNNE: And I do agree with Your Honor on 

impairment, that if we were impaired -- if the unsecured 

creditors were unimpaired, one of the arguments for a 

post-petition interest is if they voted down -- and Mr. 

Karotkin was assuming that the bondholders would -- then you 

have the issues of whether post-petition interest is an element 

of the fair and equitable rule under the cramdown scenario.

THE COURT: Yeah.

MR. DUNNE: I think Mr. Karotkin's trying to avoid 

that by simply saying we're going to deal with what it takes to 

unimpair them. And if you say I need to pay these amounts to 

unimpair them, we'll pay them. That's what I'm hearing. But 

we're happy to deal with all of that sooner rather than later. 

It's all another reason why we should address these things 

sooner rather than at confirmation.

THE COURT: Well, you'll also -- I'm sure you're 

speaking to the choir here. We can tee up the legal issues, 

and the parties could still settle that issue, like any other 

issue.

MR. DUNNE: Correct.

THE COURT: All these things are settleable.

MR. DUNNE: Correct.

THE COURT: Okay.

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MR. DUNNE: Correct.

THE COURT: Okay. All right, so don't worry about the 

question of mediator. I'm hearing you state the obvious: that 

resolving some of these legal issues earlier rather later makes 

sense. Again, it's not that I have the final say. If I make a 

ruling, that's my job. If my ruling is appealed on an 

interlocutory basis, that's an option for the parties and 

something else to deal with. But we can't even get there if we 

don't start by teeing it up here. So three issues. Okay.

MR. DUNNE: And Your Honor, unless you have further 

questions, that's the committee's position.

THE COURT: No. Thank you. I appreciate it --

MR. DUNNE: Thank you.

THE COURT: -- Mr. Dunne.

Ms. Dumas, presumably you're going to speak for the 

committee today? 

MS. DUMAS: I am, Your Honor. Good morning. Cecily 

Dumas, on behalf of the official committee of tort claimants.

The debtor has requested, and we agree, that our 

comments today will be limited to plan process, and we will not 

jump ahead to the 9019 motion. We won't jump ahead to the 

motion to terminate exclusivity.

THE COURT: Good.

MS. DUMAS: So in that regard, I want to make three 

points.

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Your Honor, we didn't need to get to this place, but 

regrettably we are in this place.

THE COURT: Which place?

MS. DUMAS: The place where the victims, the reason 

this bankruptcy case was filed, are lining up behind a creditor 

plan.

THE COURT: Okay.

MS. DUMAS: That's where we are. We didn't need to 

get here, but it seems that getting here was a fait accompli 

from day one of these cases.

So what do I mean by that? My first point: plan 

process. I'm limiting my comments to plan process.

So I'd like to tell Your Honor how many drafts of the 

debtors' plan the TCC saw before it was filed; the answer would 

be zero. How many meetings the TCC had with the debtors to 

discuss the plan; the answer would be zero. It would also be 

zero if Your Honor asked me how many meetings the debtors had 

with the TCC in the entirety of the case. That's how they're 

playing it.

They are playing it like we are an irritant, like a 

rock in your shoe. We are not an irritant. We are the 

communities you burned. We are the loved ones of those whose 

lives you took. We deserve respect. This is not a chess game.

And forgive my initial scowl at the jocularity in the 

courtroom, Your Honor. I deal with thousands of constituents 

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who don't understand why we're all friendly in bankruptcy 

court, and they're suffering. That's just an aside.

So plan process. This has been the most unusual 

nonplan process I have seen in over thirty years. Nobody gets 

talked to. Nobody gets consulted. And we're treated with 

complete dismissiveness. And I'm not even going to go to 

discovery and Cravath at all today. So this is where we are in 

plan process.

My second point relative to this plan. The debtors' 

plan says that the tort claims and other identified public 

entity claims, unidentified whether it's Mr. Pascuzzi's clients 

or others, we just heard by happenstance that there are two 

local entities in Paradise who haven't been approached. There 

are undoubtedly other public entities, but --

THE COURT: Oh, there are. Mr. Pascuzzi alone has 

listed several of them.

MS. DUMAS: FEMA, which may be in the billions. But 

my point is that in the debtors' plan, the value of our claims, 

the victims' claims, and those other question-mark public 

entities are capped at 8.4 billion dollars. Capped. They are 

capped, because the debtors' intent from the beginning of this 

case was to protect equity value at all costs.

So I ask you, Your Honor, why are you reading up on 

inverse condemnation? Why is Judge Donato struggling to assist 

us in estimation? Why is Judge Jackson clearing her calendar 

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to have a preference trial in San Francisco Superior Court when 

the debtors have already determined that whatever these courts 

collectively say is the value of tort claims, they're cap is 

8.4 billion.

THE COURT: Well, how do you claim -- what am I 

supposed to make of that? I mean, look, I appreciate all the 

fervor that you're speaking with and the people you speak for, 

but in a stroke of a pen, that 8.4 could be 12.4 or 18.4 or 

22.6 --

MS. DUMAS: Yes, it could. And that would --

THE COURT: -- because Judge Jackson's court may make 

a ruling, one way or the other.

MS. DUMAS: Yes.

THE COURT: Judge Donato may make a ruling. I may 

make a ruling. This is not unusual process. I'm not going 

back to what you complained about. But why are you acting like 

it's in concrete -- final concrete today at 8.4 million (sic) 

when it isn't.

MS. DUMAS: Billion.

THE COURT: Billion. There I go again. Sorry.

MS. DUMAS: It's all right. They're awfully big 

numbers. So the point is --

THE COURT: No, but it's not. It's a position, but it 

doesn't mean it's inflexible.

MS. DUMAS: Yes, it is, Your Honor.

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THE COURT: Okay.

MS. DUMAS: And the reason I'm telling you --

THE COURT: But then what happens if a jury comes in 

in the billions, or Judge Donato estimates them in the 

billions? The debtors' got no choice at that point, right, 

except to work from that number upwards.

MS. DUMAS: That's correct, Your Honor. And what we 

believe, based on everything we've been told, which isn't much, 

is that the intention of this plan -- you can follow the 

breadcrumbs -- is to protect equity value.

THE COURT: Oh, I understand.

MS. DUMAS: So the financing, 14 billion, that is 

calculated on the base of 8.4 billion cap, they think it's 

lower. That's fair. They think it's lower. Here's my point: 

a fair and honest broker of these bankruptcy cases would've 

started with the enterprise value of the company.

THE COURT: Well, you've said that before.

MS. DUMAS: I have said that before.

THE COURT: And I don't know why that's so absolute. 

It's just a method of style. They can start with zero if they 

want, as you can start with fifty-five billion if you want.

But the fact of the matter is there are positions that 

are staked out, and I don't defend people that have treated 

your clients with dismissiveness.

But Ms. Dumas, since September 9th when Mr. Karotkin 

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promised to follow a plan, it is now September 24th, and there 

has been major progress made for one major constituency, if not 

two, and not your client, I agree. But in your experience, you 

can't deny that moving from a cap of 8.-whatever it was in the 

plan to 11 billion in four days isn't going backwards. It's 

progress. So why do you assume that --

MS. DUMAS: We'd strongly disagree with that 

assumption, Your Honor.

THE COURT: Well, I don't know how you can disagree 

with moving up two and half billion dollars for a constituency. 

It's not your constituency. I concede the point.

But why do you say that that's still not progress?

MS. DUMAS: I can explain, Your Honor.

THE COURT: Okay.

MS. DUMAS: So to my point on estimation and why are 

three judges going to all this effort, I would love to hear the 

debtors stand up and say to Your Honor we have the financing 

commitments for whatever number a court decides is the claim 

amount of the tort claims, because they have never said that; 

they are not saying that. 

THE COURT: But Ms. Dumas, they're going to --

MS. DUMAS: The plan is conditioned on 8.4 billion.

THE COURT: They won't get their plan confirmed if one 

or the other or the third court pegs that number and they want 

to confirm a plan. So whether it's Judge Jackson's court or 

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Judge Donato -- I don't think I'm a major player here, except 

to the extent of the inverse condemnation issue perhaps. But 

if Judge Donato decrees next week that I estimate the tort 

victims' claims at twenty-five billion dollars, what do you 

think the debtors' going to do about it?

MS. DUMAS: So --

THE COURT: They're stuck with it; aren't they --

MS. DUMAS: All to my --

THE COURT: -- unless they appeal it.

MS. DUMAS: All to my point. My friend Mr. Kornberg 

is here. You talked about the PUC. The debtors' plan in 

capping at 8.4, until we find out that it needs to be a 

different number and we need to scramble for different 

financing commitments or we need to go to existing equity 

security holders and tell them, oops, we are going to dilute 

you, the bondholders at least treated it fairly. They are 

diluted. The value isn't there.

When the debtors come to you and say oh, yeah, we've 

gone down in our number. No, we haven't gone down in our 

number. We've decided that to move the case forward in a 

constructive way; we will compromise our claims based on a 

reasonable assumption --

THE COURT: Okay. Well, I --

MS. DUMAS: -- regarding the distributable value of 

the company.

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THE COURT: And I understand. You have --

MS. DUMAS: So the bondholder plan is the one that 

speeds the way with the PUC.

THE COURT: But now you're arguing for your plan that 

we're not going to take up today.

MS. DUMAS: No, I'm not. No, I'm not. I'm taking 

the --

THE COURT: Well, I think you are, but that's okay.

MS. DUMAS: I'm taking the Court's comment at face 

value that the debtors can change their mind when, in December 

or January, a court tells them that their number is not --

THE COURT: They can change their mind on September 

30th if they choose to. This is the process.

MS. DUMAS: I think --

THE COURT: I can't order them to change their mind.

MS. DUMAS: Right. I --

THE COURT: You know that I can't. I can't say 

Dumas's got a great argument. Mr. Karotkin, would you please 

amend the plan to put thirty-five billion dollars in there. Be 

wonderful if he did it. But --

MS. DUMAS: It would be wonderful if he did it, Your 

Honor.

THE COURT: -- I can't make him do that. But I still 

don't --

MS. DUMAS: No, but lifting exclusivity could.

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THE COURT: -- understand your point. You complained 

that progress by getting rid of a major player doesn't exist, 

even though your clients are bigger players in terms of their 

losses and their personal tragedies. 

But you're saying -- what do you want me to do?

MS. DUMAS: So --

THE COURT: To order the debtors to up their offer?

MS. DUMAS: No, Your Honor.

THE COURT: Okay.

MS. DUMAS: Let me just make my third point --

THE COURT: Okay.

MS. DUMAS: -- since the Court seemed to think that it 

was major progress in the case to increase the insurance 

companies from eight and a half to eleven.

THE COURT: It certainly seems like it to me.

MS. DUMAS: Well, here's why it isn't.

THE COURT: Okay.

MS. DUMAS: Here's why it isn't. It isn't, because 

for another day, there is a relationship between insureds and 

their subrogating insurers --

THE COURT: I know.

MS. DUMAS: -- under state law --

THE COURT: You've made that --

MS. DUMAS: -- for another day.

THE COURT: You've made that -- that's your position.

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MS. DUMAS: But let's talk about how this eleven 

billion settlement was set up. 

Months ago, the debtors announced a settlement with 

certain public entities for a billion dollars. That settlement 

was going to be incorporated into a plan. This settlement, for 

some reason that we're all not smart enough to understand, is 

going to be a standalone 9019 settlement and allowed eleven 

billion dollar claim payable in cash outside the context of a 

plan.

What does that mean?

THE COURT: Well, I don't know --

MS. DUMAS: Does that mean --

THE COURT: -- because I haven't seen the motion. 

MS. DUMAS: Exactly. 

THE COURT: Well, what do you think it means if --

MS. DUMAS: Is it a sub rosa plan?

THE COURT: What do you think --

MS. DUMAS: Is it a cornerstone of it? Is it a super 

blocking vote?

THE COURT: Well, you have a --

MS. DUMAS: Your Honor --

THE COURT: You can make the argument when you see the 

motion. I don't --

MS. DUMAS: I agree with you, but that's why this is 

not progress. This is not progress. It is an admittedly 

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extremely clever way, by trying to put a 9019 in there. And 

I'm not even talking about priority at this point. I'm talking 

about why have a 9019 motion and an allowed eleven billion 

dollar cash claim sitting there. Is it binding on a Chapter 7 

trustee? What does it even mean? Why isn't it in the plan? 

It's a buying the votes of the insurance companies --

THE COURT: Well, wait, wait.

MS. DUMAS: -- with whatever was required.

THE COURT: Ms. Dumas, it is in the plan.

MS. DUMAS: It is --

THE COURT: It is in the plan. And lots --

MS. DUMAS: It will evaporate if it's not approved 

under 9019 --

THE COURT: Well, that may be.

MS. DUMAS: -- by a date certain.

THE COURT: Well, what do you think happens if it's 

approved under 9019 and the plan is supported? You don't know 

the answer, do you, because I don't know the answer?

MS. DUMAS: I don't know the answer to that.

THE COURT: Well, then let's cross that bridge when 

you see the motion. And if, indeed, that there's a lock-in at 

eleven billion dollars, even if there's no plan, then that's 

worth raising at that point. But you're getting upset about a 

document that doesn't exist yet, that you haven't seen, I 

haven't seen. Maybe the debtors haven't even drafted it yet, I 

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don't know. 

MS. DUMAS: Yes, and hiding the ball seems to be --

THE COURT: Well --

MS. DUMAS: -- his specialty. But Your Honor, I 

just --

THE COURT: Okay. 

MS. DUMAS: -- let's just go back to --

THE COURT: Okay. 

MS. DUMAS: -- similarly situated tort claimants are 

entitled to similar treatment under a plan.

THE COURT: Correct. 

MS. DUMAS: We have no idea whether the -- we have no 

information at this point. We are taking it on faith in 

allowing this debtor to go forward with his hodgepodge. They 

say --

THE COURT: What --

MS. DUMAS: -- there's a discount. They say 

there's a --

THE COURT: What do you want me to do, tell them they 

can't do anything? 

MS. DUMAS: No. 

THE COURT: I don't have --

MS. DUMAS: No. 

THE COURT: -- that option. 

MS. DUMAS: No, Your Honor. 

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THE COURT: So --

MS. DUMAS: Set a hearing on October 7th.

THE COURT: Give me a suggested game plan, and a 

competing plan is an option. What is the -- what if the 

competing plan is not filed, or what if the proponents back 

off, or what if I don't approve it, the filing of it? You 

still have every tool in the toolbox as representing a major 

constituency to challenge the debtors' plan in every respect. 

MS. DUMAS: That's right, Your Honor, and -- 

THE COURT: So you -- and no one's taking any of that 

away. And so that's why, other than your position about this, 

I don't know what you want me to do today.

MS. DUMAS: It's a status conference, Your Honor. 

THE COURT: Okay. 

MS. DUMAS: And I --

THE COURT: It's a status conference. 

MS. DUMAS: I simply want to point out that, since 

we're all thinking of AB 1054, we're all looking at the very 

complex process the PUC has to go through to approve a plan, 

the debtors' smoke and mirrors say, oh, two plans, that's going 

to be too complicated; they can't do it. And what I'm 

suggesting is when we get to the 7th or the 8th, whenever we 

hear that motion, we hope the Court will conclude that the 

competing plan is actually a clearer path forward to all 

constituents, not this mastermind gamesmanship, super blocking 

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vote, sub rosa plan, this settlement, that settlement, we won't 

let you see it yet. The insurance companies get releases from 

the victims, but the victims don't get rel -- I mean, it's 

all -- it's all way too cute. It is all way too mastermindy 

(sic) cute. 

Why not treat the people whose lives they ruined 

fairly and up front, clearly? We haven't had a single meeting, 

and every time we communicate with them, it's with 

dismissiveness. And I'm sorry, Your Honor, but this Court is 

the court in which we are usually talking in Code sections and 

talking with the familiarity we all have because we work with 

each other in every case. 

I have constituents here who are in tears every time I 

leave this courtroom because they can't believe the injustice 

that's happening here. How is PG&E getting away with it? I'm 

getting carried away again, but this is the world in which the 

tort victims are living. They are put behind the insurance 

companies, which it's not my world, but in their world is 

unfathomable. 

This is a status conference. We are glad we're 

finally going to see this restructuring support agreement. 

We're going to find out whether the debtors have required the 

insurance companies to tie up their hands, their documents, 

their experts, and not participate in estimation at Tubbs. We 

will find out what releases they've been giving. We will find 

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out what claims that -- I mean, we'll find all that out. So 

having a status conference where we talk about whether the 

bondholders get made whole yet, and how do we schedule that is 

the cart before the horse in every sense of the word. 

THE COURT: Well, why do you think that? 

MS. DUMAS: We need to see that motion. 

THE COURT: Why do you think it's the cart before the 

horse in terms of the pure legal questions, like, for example, 

funded bond classes, is it impaired or not? Isn't that 

purely --

MS. DUMAS: It's one, but it's most certainly not the 

most important issue --

THE COURT: I understand. 

MS. DUMAS: -- in going forward in these cases.

THE COURT: Ms. Dumas, we can agree on what's the most 

important. But what's the most important doesn't mean the 

second or third or fourth or fifth most important still have to 

be dealt with. So yes, your constituency getting paid fairly 

is the highest priority on your list, and perhaps on my list, 

and perhaps on everybody's list, despite what you say. 

But there are still a number of other major items that 

have to be dealt with, and we've identified them. I've 

identified at least three of them. Now, are you advocating 

that we not deal with these legal questions? Because they're 

legal questions as long as the debtor has the right to file a 

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plan, which it does. Even if there are one, or two, or ten 

competing plans, the debtor has the right to propose its 

reorganization. 

And I've differed with Mr. Karotkin about whether you 

can estimate liquidated claims. So he said let's tee that up. 

I've raised the question, and others have, as to whether the 

funded debt is impaired or not. That's a legal question, a 

pure legal question on their plan. The same with whether you 

can subordinate subrogation claims. 

MS. DUMAS: Your Honor, those are --

THE COURT: All legal claims. 

MS. DUMAS: Mr. Karotkin basically just told you, 

look, if I lose, I'll take care of it anyway. 

THE COURT: Well, he had said it as to one of them. 

MS. DUMAS: He said it doesn't matter. 

THE COURT: He didn't --

MS. DUMAS: Well --

THE COURT: He didn't say it as to the other. 

MS. DUMAS: Oh, so --

THE COURT: But Ms. Dumas, let's get back to the real 

world. That's what negotiation is all about, because that's 

what offering 8.4 billion means if somebody says, well, I might 

estimate this at 30 billion, and guess what happens? Sometimes 

people may up the offer, and they make deals. You're not 

asking me not --

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MS. DUMAS: Negotiation requires two sides, Your 

Honor. 

THE COURT: I accept that you are making the statement 

that, to date, you have not been invited, and your clients have 

not been invited to the table. And I'm sorry that that's been 

so, but that doesn't mean it won't happen. And if it doesn't 

happen, then that's unfortunate, but our system -- we have 

systems. We have mandatory mediation; we have rules that 

protect people against the consequences of opponents who are 

not as cooperative as they think. 

I'm not -- I don't want to turn this into that kind of 

a personality contest. You are capable, and you know the law 

well, and I know it's difficult for you to explain these 

complicated bankruptcy issues to your clients, but they are 

issues that we have to deal with, so. Okay. You --

MS. DUMAS: Your Honor --

THE COURT: I appreciate the way you have identified a 

number of issues that will have to be dealt with coming down 

the road, like the 9019 motion, if that's what it is --

MS. DUMAS: We --

THE COURT: -- and so on. 

MS. DUMAS: We believe that the -- whether a competing 

plan should be permitted to go forward, and whether the 9019 

motion should be granted are two issues that are far more 

important than whether Mr. Pascuzzi's claims are above the line 

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or below the line and made whole.

THE COURT: That doesn't mean that his problems aren't 

important.

MS. DUMAS: That is true. 

THE COURT: We don't have a rule that says you rank 

priorities and issues and problems in order of which is the 

most important. 

MS. DUMAS: Except that --

THE COURT: They're all --

MS. DUMAS: Except that --

THE COURT: They're all important. 

MS. DUMAS: -- the two issues that I've identified 

address whether the debtors' plan is confirmable in any event, 

and Mr. Karotkin can fix the others. 

I don't mean to be contentious today, Your Honor. 

It's been a very, very disappointing plan process with the 

debtors. 

THE COURT: Okay. Let's switch gears. How adamant 

are you about not being available on the 10th or the 11th? Is 

that something that you have any availability to adjust? I'm 

not going to mess up with religious holidays, and maybe the 7th 

is doable; but how much of an imposition would you or your 

clients suffer if I move the hearing to the 10th? 

MS. DUMAS: I'm not available on the 10th or the 11th, 

Your Honor, and I can explain --

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THE COURT: You don't have to. I'll take --

MS. DUMAS: -- in camera with Mr. Karotkin --

THE COURT: You don't have to Ms. Dumas. 

MS. DUMAS: -- if Your Honor would like to know. 

THE COURT: I don't make it a practice of imposing on 

counsels' schedules if I can avoid it, so I don't want to know. 

I take your word for it. I don't care what you're doing on 

that day. It's the date that you have a priority. Okay. I'm 

going to see if we can make it work. Okay? 

MS. DUMAS: We would like to have the hearing, if the 

Court can possibly schedule it, on the same day -- 

THE COURT: Maybe we can --

MS. DUMAS: -- as the district court. 

THE COURT: -- but again, I'm not going to mess up the 

religious holidays that people observe --

MS. DUMAS: Of course. 

THE COURT: -- if we have to be faithful to that any 

more than anything else, so we'll make it work one way or the 

other. 

MS. DUMAS: Of course. Thank you, Your Honor. 

THE COURT: Okay. Mr. Pascuzzi, I had asked you to --

well, let's see, who -- yeah, Mr. Pascuzzi, I already asked 

you, but we're going to take everybody who wants to be heard. 

Again, appearance for the record. 

MR. QURESHI: Good morning, Your Honor. For the 

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record, Abid Qureshi, Akin Gump Strauss Hauer & Feld --

THE COURT: Mr. Qureshi, yes. 

MR. QURESHI: -- on behalf of the ad hoc bondholder 

committee. Your Honor, if I could start with this scheduling 

issue? 

THE COURT: Okay. 

MR. QURESHI: Your Honor, what we would propose is 

that the hearing take place on October 7th in the afternoon to 

allow for the status conference and those that need to attend 

the status conference at the district court --

THE COURT: Um-hum. 

MR. QURESHI: -- to go ahead beforehand. We think 

that makes a lot of sense. 

THE COURT: Well, it does. There's some efficiencies 

there. 

MR. QURESHI: There's efficiencies there. 

THE COURT: I don't disagree with that. 

MR. QURESHI: I also want to address, in connection 

with the scheduling issue, Mr. Karotkin's comment on discovery. 

The discovery that has been served in connection with our 

motion to terminate has been entirely one way. If the hearing 

is to go forward on October 7th, I would imagine, Your Honor, 

that any discovery that we might serve upon the debtors or the 

equity holders will be very limited. We do think that we will 

be able to give them the depositions that they have asked for, 

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give them the document production that they have asked for, on 

a schedule that allows the hearing to take place on the October 

the 7th. Of course, it will be tight; it always in in 

bankruptcy, but we think we can make that work. And there 

certainly wouldn't be, in that scenario, Your Honor, any 

discovery coming from our group that would derail that in any 

way. So we do think that going forward on the 7th would be 

appropriate.

THE COURT: Do you agree with the need to tee up the 

impairment issue?

MR. HINKER: I do. That's where I was going next. We 

absolutely think that that question needs to be teed up, Your 

Honor. There are billions of dollars at stake, depending on 

the outcome of that issue. We think that is an issue that 

needs to be determined before --

THE COURT: And that's --

MR. HINKER: -- any disclosure statement goes out.

THE COURT: You agree, don't you, that that's true 

whether or not there's a competing plan?

MR. HINKER: Yes.

THE COURT: Okay.

MR. HINKER: That issue absolutely needs to be teed 

up, and we're happy to do so.

Next, Your Honor, I wanted to raise -- Your Honor had 

asked the question about the OII that was filed and whether 

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there was anything the Court needed to do with respect to that.

THE COURT: Yeah.

MR. HINKER: And I think the answer is no, other than, 

Your Honor, to point out that what is important about the OII 

is that it does contemplate, it does expressly state, that the 

PUC can handle multiple plans at one time. So I just wanted to 

make sure --

THE COURT: Well, it looks like they handle lots of 

things at one time.

MR. HINKER: Right.

THE COURT: Well, you know what, so can the bankruptcy 

court.

MR. HINKER: Next, Your Honor, mediation. So like the 

Official Creditors' Committee, we did not have any 

conversations with the debtors prior to this hearing about 

mediation and whether we would be willing to participate in 

mediation or even whether we are invited to the mediation that 

Mr. Karotkin is requesting. 

Our view, Your Honor, is as follows. Mediation 

absolutely can be helpful, but there's a time and place for 

mediation, and we think right now, in advance of the hearing on 

our motion to terminate exclusivity to allow for a competing 

plan, there is no issue to mediate.

And why do I say that, Your Honor? Because under the 

ad hoc bondholder plan, which, again, I'm not here to argue it, 

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but just in connection with the mediation question, we have a 

settlement with the individual claimants. With respect to the 

subrogation holders --

THE COURT: Well, just pause there for a minute.

MR. HINKER: Sure.

THE COURT: What does that mean in fact? In other 

words, you're not adverse to them to begin with, so what is 

being settled between the bondholders and Department of 

Finance?

MR. HINKER: So what we have offered, Your Honor, what 

is contemplated in our plan, is an aggregate cap of twenty-four 

billion dollars for all wildfire liability.

THE COURT: Right.

MR. HINKER: Now, importantly --

THE COURT: I know that.

MR. HINKER: -- with respect to the mediation issue --

so we have an agreement with the TCCs, with the individual 

claimants. The eleven-billion-dollar subrogation settlement 

that is part of the debtors' plan, Your Honor, we offered the 

same treatment to the subrogation holders.

THE COURT: Well, but --

MR. HINKER: It --

THE COURT: Listen. The one thing I don't want to do 

is have a discussion about offers that haven't been accepted. 

What I'm asking you is, really, the flipside of what I heard 

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Ms. Dumas argue about. Ms. Dumas says that the debtors are 

trying to run through their 9019 procedure with the ad hoc 

subrogation group as a discrete settlement. So whether they 

can do that or not remains to be seen.

My question to you is what is the discrete settlement 

between the bondholders and the TCC? There's nothing to 

settle, is there? There's no dispute to begin with. They're 

different creditor groups with the same common debtor.

MR. HINKER: Which --

THE COURT: So what are you settling?

MR. HINKER: Which gets to my point, Your Honor. 

There is nothing to mediate at this stage. What needs 

mediation is if there are competing plans.

THE COURT: You must not have been listening when 

Ms. --

MR. HINKER: But --

THE COURT: -- Dumas was speaking because I heard a 

plea about why isn't the TCC being invited to sit down and talk 

to the debtor? Why isn't that the most critical mediation in 

this entire case?

MR. HINKER: Your Honor, because --

THE COURT: You don't have to answer that. But it's a 

question.

MR. HINKER: We don't think mediation makes sense when 

there is a completely unlevel playing field. What ultimately 

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needs to be -- again, when the individual tort claimants have 

agreed upon, with the bondholders, an amount in recoveries that 

would satisfy them, and when the subrogation holders have 

agreed to a similar amount that would also be available to them 

under a bondholder plan, then the issue of what the recovery 

should be on account of the wildfire claims is no longer an 

issue that's in contention.

THE COURT: No, I understand.

MR. HINKER: Right?

THE COURT: I understand.

MR. HINKER: And therefore, what is left to mediate is 

if there are two competing plans.

THE COURT: No, I -- well, again, we can debate that, 

but listen, if there are competing plans, there should be 

mediation, perhaps. But you know what, if there aren't 

competing plans, there probably still should be mediation. But 

that's not for today. The board mediation was, other than the 

fact that I raised it at a prior hearing, the first time it's 

come back up again today. So it's on the table as something to 

consider. And I understand your point.

Just tell me one more thing, though --

MR. HINKER: Sure.

THE COURT: -- I'm still unclear. Should I anticipate 

that the bondholders on the one hand and the TCC on the other 

will be teeing up a 9019 motion?

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MR. HINKER: Well, in --

THE COURT: Is there a -- is there a dispute being 

settle between two creditor groups or not?

MR. HINKER: So step one, of course, is to terminate 

exclusivity, Your Honor. And once we terminate exclusivity and 

then actually file our plan, a component of which would be a 

settlement with the TCCs and potentially also with the 

subrogation holders, if they are willing to accept the same 

treatment as has been offered under the debtors' plan, then I 

think we still need to think through the procedures, but it may 

well be that we would tee up a 9019 --

THE COURT: But normally --

MR. HINKER: -- under our plan as well.

THE COURT: -- when you go back to the book, 9019 

motion is teed up by the representative of the estate.

MR. HINKER: Correct.

THE COURT: You're describing a 9019 motion that 

doesn't involve the representative of the estate and it's kind

of a --

MR. HINKER: Right.

THE COURT: -- it's kind of a strange animal here. 

I'm not saying you can't do it; I'm saying I don't know why --

MR. HINKER: Well, step one, Your Honor, is --

THE COURT: -- it's being done that way.

MR. HINKER: -- is --

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THE COURT: Step one is to break exclusivity --

MR. HINKER: Right.

THE COURT: -- and get your own plan.

MR. HINKER: Right.

THE COURT: I understand. Which is another way of 

saying if I don't terminate exclusivity, there'll be no 

settlement with your groups. Is that what you're telling me?

MR. HINKER: If exclusivity is not terminated, then 

there is not to settle, Your Honor.

THE COURT: Okay.

MR. HINKER: That is correct.

THE COURT: Save that for the hearing at the next time 

around.

MR. HINKER: Sure. Your Honor, I want to make just 

two points with respect to the debtors' plan. One --

THE COURT: Is it an action item or is it just an 

argument? I mean, because if --

MR. HINKER: This is in connection with the status 

conference.

THE COURT: Okay.

MR. HINKER: And I suppose it is an action item, Your 

Honor, in this sense, that we stood up at the last hearing and 

asked of Mr. Karotkin to please share with us the financing 

commitments as they come in. We've heard Mr. Karotkin stand up 

again and again. It's like the cashometer (sic). This is how 

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much we have today. Banks and financial institutions are 

tripping over themselves to offer financing. The plan 

documents that were filed, Your Honor, show that there are 

commitments from the same two institutions that aggregate 

something around 1.5 billion dollars that existed about a month 

ago, and nothing more than that.

THE COURT: Well, there's a statement that they filed 

yesterday. Does that not tell me fourteen billion? Is that --

MR. HINKER: Well, you --

THE COURT: Am I to ignore that?

MR. HINKER: The only commitment letters are the 

commitment letters that were previously filed with the Court 

that, in the aggregate, total approximately one-and-a-half 

billion dollars --

THE COURT: I'm just reading something --

MR. HINKER: -- from two institutions.

THE COURT: -- that I read that was written yesterday.

MR. HINKER: Yes, and --

THE COURT: Commitments in excess of fourteen billion.

MR. HINKER: Right.

THE COURT: That's false?

MR. HINKER: I'm not saying it's false, Your Honor. 

I'm saying that we have no underlying documentation whatsoever.

THE COURT: Okay.

MR. HINKER: All we have been provided are two 

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commitment letters from the same two parties that have 

committed about a billion-and-a-half dollars a long time ago. 

The debtors attached highly confident letters. If that's all 

they have, then that's all they have. But it is important, as 

their plan process moves forward, that there be complete 

transparency with respect to the financing commitments. 

Now, why is that important? Your Honor asked the 

question of Mr. Karotkin: what happens if the debtors are 

wrong about whether the bondholders are impaired? If they lose 

that issue, Mr. Karotkin lightly says, well, then we'll just 

unimpair them. Well, Your Honor, it's multibillion dollars of 

issues and it's not that simple because you can't just wave a 

magic wand and unimpair them; you need the financing.

THE COURT: Well --

MR. HINKER: And --

THE COURT: -- I mean, I know that and --

MR. HINKER: Right.

THE COURT: I know that. It's called, is your plan 

feasible. But what do you want me to do today? Look, I've got 

twenty people behind you --

MR. HINKER: Sure.

THE COURT: -- and this is supposed to be a status. 

So what do you want me to do today?

MR. HINKER: Nothing other, Your Honor, than to ask of 

the debtors what we have asked of them, which is to share 

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promptly with the parties and to be completely transparent with 

respect to commitments that they have and that they don't.

Your Honor, the last point I will raise -- again, it's 

just to flag an issue in the debtors' plan, and that is with 

respect to the subrogation settlement. Again, not an action 

item for today, but there is a provision in that settlement 

that we found to be very troubling, which is that is requires a 

release by the individual tort claimants of any claims they may 

have against the insurers in order to recover any amount out of 

the trust. Again, we don't think that's appropriate. It's not 

an issue for today, it's just one that we're --

THE COURT: Well, I think --

MR. HINKER: -- flagging for the Court.

THE COURT: Listen, I think it's a fair point, at 

least, to put the word out there, the R word. And releases go 

with exculpation clauses, and those of us who grow up and love 

the Ninth Circuit know exactly what the Ninth Circuit has 

taught us about third-party releases and some of these other 

things. And I'll assume that Mr. Karotkin and his team will 

keep those legal principles in mind, and we'll deal with it

downstream. I'm not going to turn the first status conference 

on a plan that was filed yesterday into a definitive 

discussion, but those are obviously red flags in a document 

that any bankruptcy judge in the Ninth Circuit has to approve, 

including this one. So we'll just put it on the checklist. 

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Okay.

MR. HINKER: Merely flagging the issue, Your Honor.

THE COURT: Okay.

MR. HINKER: That's all I had. Thank you.

THE COURT: Thanks.

Okay. Mr. Pascuzzi, I singled you out to be heard. 

You've been competing with all these people behind you that are 

trying to muscle you out of the way.

MR. PASCUZZI: Well, thank you, Your Honor.

THE COURT: So has peace broken out, or not?

MR. PASCUZZI: Peace has not broken out, Your Honor. 

Paul Pascuzzi, we're cocounsel with the California Attorney 

General's Office for various California state agencies with 

fire-related claims in connection with this, Your Honor. CAL 

FIRE, Department of Toxic Substances Control, Office of 

Emergency Services --

THE COURT: You don't have to name them all. You're 

on the record.

MR. PASCUZZI: Thank you, Your Honor.

I think that what you're asking is, as far as 

scheduling the briefing for the determination of the liquidated 

or unliquidated status of the claims, we should meet and confer 

with the debtor on that, I agree with Mr. Karotkin.

THE COURT: But you agree with me, right, that the 

plan is drafted, it doesn't separate it out.

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MR. PASCUZZI: I agree.

THE COURT: So one of your agencies, whether they 

filed a claim by the twenty-first to the penny or not, at least 

the debtors' plan would have them in the estimation process.

MR. PASCUZZI: Right.

THE COURT: Okay.

MR. PASCUZZI: Right. Which we object to, Your Honor, 

and --

THE COURT: And you did before, and we raised the 

preliminary discussion.

MR. PASCUZZI: Right.

THE COURT: Okay.

MR. PASCUZZI: So once we file the claims, then we 

will talk to the debtors about scheduling that to tee it up 

before Your Honor. And the --

THE COURT: Yeah. Well, I would -- I would like you, 

because you've been active for so many agencies -- not to 

discount FEMA or any other federal or state agencies that have 

separate representation. I just want you to be the point 

person and gather up the views of similarly situated counsel 

and work with Mr. Karotkin on an agreed schedule. And anything 

that is agreeable in terms of a timing is fine with me. I 

mean, we'll make it work. I don't necessarily want to have it 

exactly on the -- on the inverse condemnation schedule, but I'm 

willing to make it work. I'm the one that has to read the 

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briefs and listen to the arguments, so we'll just make it work.

MR. PASCUZZI: Understood, Your Honor.

THE COURT: Okay.

MR. PASCUZZI: And I did want to mention, the United 

States lawyer is here, Mr. Troy --

THE COURT: Right.

MR. PASCUZZI: -- and he's -- they've made the similar 

argument on the liquidated, unliquidated issue. So we'll 

include them, and I'd be happy to be the point person.

THE COURT: Okay. And I don't recognize Mr. Troy, 

but -- oh, okay. So Mr. Troy, then. Well, I don't know 

everybody in this case, and I'm trying to keep track. 

But I mean, are you in the same position, right?

MR. TROY: Yes.

THE COURT: You agree? Begin.

MR. TROY: For the Record, Matthew Troy, Civil 

Division, United States Department of Justice, on behalf of 

various federal agencies including, but not limited to FEMA. 

I'll stop there.

THE COURT: Well, you would just work with Mr. --

okay. So can you coordinate with respect to --

MR. TROY: I'm one of the people that Mr. Pascuzzi has 

to corral, yes. But just to drive home the point, Your Honor, 

Ms. Dumas is correct. And not to impugn or diminished the 

State's claims, but the federal government's claims are 

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significantly greater -- I believe will turn out to be,

significantly greater than the State's claims. And Ms. Dumas 

is correct, it will be in the billions. So we are not an 

insignificant player. I know I probably -- thinking you hadn't 

recognized me, I hadn't appeared much --

THE COURT: That doesn't matter.

MR. TROY: -- but we are a significant player in this 

claim --

THE COURT: I know you are.

MR. TROY: -- and in this case.

THE COURT: of course I know.

MR. TROY: And just to drive home the point, I am 

happy to talk to any other constituency in this case about our 

claims so that it's not a mystery about what we're going to 

assert.

THE COURT: Well, presumably by the 21st, you're going 

to -- you're going to assert your claims, right? I mean --

MR. TROY: Absolutely. And I'm happy --

THE COURT: And the --

MR. TROY: -- to have conversations before then, too.

THE COURT: There's no -- going back in recollection, 

the 21st is a deadline even for government claims, right?

MR. TROY: Absolutely, yes.

THE COURT: So on 10/21, the docket will reflect 

somewhere the liquidated claims that your agency and all the 

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other State agencies are serving, and then we have a number.

Okay. That's fine. I appreciate that.

MR. TROY: Yeah. Thank you, Your Honor.

THE COURT: Thank you, Mr. Troy.

All right. So I will then expect that the two of you 

will work with Mr. Karotkin on a schedule, okay?

Good morning.

MS. WINTHROP: Good morning, Your Honor. Rebecca 

Winthrop of Norton Rose Fulbright, on behalf of Adventist 

Health. Adventist Health owns and operates the hospital in 

Paradise, was the largest employer in the region, and has 

suffered multiple millions of dollars in property damage and 

business losses.

THE COURT: And tell me, then, the name of the 

hospital.

MS. WINTHROP: Adventist Health. 

THE COURT: Okay.

MS. WINTHROP: It owns and operates Feather River 

Hospital. It employed 1,200 people in the area and has 

multiple million dollars of business losses and property 

damage.

It, too, is working very hard to liquidate its claims. 

It, too, should be -- we would invite the Court to -- or we 

would like to accept the Court's suggestion that debtor tee up 

this estimation issue, and whether they can estimate liquidated 

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claims for more than just public entities, but for those of us 

who have the fully liquidated damage claims.

THE COURT: But the hospital is not a public entity? 

Is it a private -- 

MS. WINTHROP: No. It is a private entity.

THE COURT: It's not an entity -- so again, it's a big 

one and it's a hospital, but it's not legally different from --

MS. WINTHROP: It's a religious -- it's a 

California --

THE COURT: Yeah, and I --

MS. WINTHROP: -- religious nonprofit organization.

THE COURT: -- and I recognize the name. But legally, 

it's not an individual who suffered a loss of a home or family, 

but it's a --

MS. WINTHROP: Correct.

THE COURT: -- it's a corporate entity that lost 

property --

MS. WINTHROP: Yes. Property damage, business losses; 

fully liquidated claims.

THE COURT: But is it fully liquidated? Are you sure?

MS. WINTHROP: We are -- we are working very hard to 

liquidate those claims, Your Honor.

THE COURT: Okay.

MS. WINTHROP: Therefore, we would -- we would like to 

suggest a fourth area of legal issue to be addressed, and would 

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be happy to meet and confer with debtors' counsel.

THE COURT: And what would -- how would you label 

that? In other words, how does it differ from the federal --

the State and federal agencies?

MS. WINTHROP: As with the liquidated damage claims of 

those insurers and those public entities, we, too, have 

liquidated damages that do not need to be estimated as part of 

the estimation proceeding going on at District Court. They 

should just simply be -- they may well dispute them, and they 

can establish a disputed claims reserve for us.

THE COURT: Well, that's right. And they have every 

right to dispute them. And were you at the prior hearing when 

I had this discussion?

MS. WINTHROP: Yeah, I was listening, Your Honor, yes.

THE COURT: So I mean -- so disputes are what we deal 

with, but 502(c) isn't there, in my mind, for disputed claims. 

It's --

MS. WINTHROP: Correct, correct.

THE COURT: It's you file your claim, somebody 

objects.

MS. WINTHROP: Right. But as the plan is now stated, 

Your Honor, it seems to lump in even fully liquidated disputed 

claims into the claims estimation proceeding.

THE COURT: Well, it seems to me that, then, much like 

FEMA and the State agencies, we have to wait until the claims

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deadline and then somebody has to say, okay, what's the tally 

of claimants? And I would assume, for example, there are a 

small number of humans and individual people who have 

liquidated claims based upon the 2015 Butte fire. And those 

are probably not even disputed, but they are liquidated, 

therefore not estimatable, claims.

And the difference might be, for an individual who 

settled with PG&E in 2005, it's not only liquidated, it's 

undisputed. In your case, there may be disputes or not 

disputes. That's for another day.

MS. WINTHROP: Yes, Your Honor, but what we're seeing 

here is, as more and more claims -- or the classes of claims 

are evolving, you now have two classes of creditors that are 

wildfire-related claimants that are getting disparate treatment 

from the class of tort fire claimants.

THE COURT: Well, but suppose the debtor agrees that 

Adventist Hospital's liquidated claim is X million dollars --

let's pick a number, X -- that's different from what class this 

is in for plan purposes. So what class is your client in for 

the draft of this plan? I mean, there are only two classes 

of -- no, three. No, we'll leave aside the eighteen entities 

that have settled with PG&E, and that's a separate group. So 

aren't you in the other wildfire claim class?

MS. WINTHROP: One would assume, but you can't tell 

that specifically from the language in the current plan, Your 

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Honor.

THE COURT: Okay. Well, all right. So I will -- I 

will let Mr. Karotkin tell me if he agrees or disagrees, but at 

least for now, I'm going to assume that, you know, maybe 

there's a separate subset of people that claims have to be 

considered. To me, it seems like it's just part of -- it 

either is or isn't estimatable, and I'm not -- it doesn't 

strike me that the fact that your client is a private entity 

and Mr. Pascuzzi's are public entities that that's different, 

that that's a different analysis, but maybe I haven't thought 

about it. It seems to me it's the same analysis, but --

MS. WINTHROP: Well, Your Honor, we are concerned that 

these issues are not being fully addressed in the plan, and are 

hoping there would be an opportunity to do as you invited the 

debtor before, was to set up this issue for further briefing.

THE COURT: No, but all I'm -- and I don't want to 

beat this to death because I want to get this going --

MS. WINTHROP: Yes, Your Honor.

THE COURT: -- but why would you think, Ms. Winthrop, 

that -- let's assume that if the debtors believe that your 

claim is subject to estimation and I say -- and then I disagree 

or I rule on a proper motion that it is not subject to 

estimation, why, then, would it be any different from a FEMA 

claim or a State agency claim?

MS. WINTHROP: It --

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THE COURT: Wouldn't it -- wouldn't it be a 

liquidated, disputed claim --

MS. WINTHROP: Right.

THE COURT: -- like the gardener who trimmed the hedge 

at the corporate offices, or the victim who lost a life or a 

home? And then there are -- there are claims that either are 

allowed or aren't, and --

MS. WINTHROP: Yes, Your Honor.

THE COURT: Right?

MS. WINTHROP: Right. And as we understand it, there 

should be disputed claims reserves set aside, so that these 

parties are not --

THE COURT: But setting aside a reserve is a different 

issue. Any time -- I mean, that's a separate issue. And for 

example, if you see what the latest plan does about the Ghost 

Ship fire. As I see it, it treats it as a pass through. And 

again, I don't want to speak --

MS. WINTHROP: Separately classified, disparately 

treated fire victims, Your Honor.

THE COURT: Okay. But the point is, without getting 

into a debate, just looking at the document, they aren't

treated with the same as the other groups, but they are --

they're not -- whether they're reserved for is another story. 

And any creditor who differs with the adequacy of a reserve, 

that's a separate issue. Much to -- it's not different -- it's 

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not one of these Bankruptcy Code issues.

Okay. I got you. Thank you, Ms. Winthrop.

MS. WINTHROP: Thank you, Your Honor, for your time.

THE COURT: Okay. Good morning.

MR. MARSHACK: Good morning, Your Honor. Richard 

Marshack, Marshack Hays, on behalf of the SLF Fire Victims --

THE COURT: Mr. Marshack.

MR. MARSHACK: -- 5500.

I'm going to address two issues today, and I'm going 

to make it quick. One, the next hearing date. October 7th 

works great. And my experience with Judge Donato, we all came 

up here for a big hearing in front of Judge Donato --

THE COURT: He got rid of you in fifty minutes, right?

MR. MARSHACK: Yeah. And so I got a feeling there's 

going to be plenty of time for us.

THE COURT: Yeah. Maybe I'll take a lesson from him.

MR. MARSHACK: Oh. That was one of the quickest 

hearings --

THE COURT: This hearing's over.

MR. MARSHACK: Yeah. I got a feeling we're not going 

to be spending much time with him on the 7th. So if -- and 

that works out well. This allows us to travel on Sunday night. 

So if that works for the Court, I would request that --

THE COURT: Well, it works for the Court. I don't 

know if it will work for the principal counsel, but okay. 

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Thank you.

MR. MARSHACK: Thank you.

THE COURT: And you had two points, Mr. Marshack?

MR. MARSHACK: I do. Second point, Your Honor, why's 

the debtor asking for mediation? They can walk over -- five 

feet? They can walk over five feet and have a conversation 

with TCC, but apparently, they haven't. If the conversation 

fails, then maybe they should ask for mediation. But you 

normally start with having a conversation.

Is asking for a mediation simply giving them an 

argument for the 7th or 8th or 10th, where they're going to 

come before this Court and say to this Court: wait, don't 

terminate exclusivity. We have a mediator, and we're talking. 

And you would totally cut the legs out underneath a mediator if 

you -- cut the legs out under the mediator if you terminate 

exclusivity.

I think they're being disingenuous. I think they 

asked for mediation because TCC has a pretty good plan. And I 

won't say that they're afraid, but I will say they don't want 

to compete. They're going to -- so they don't want to 

terminate exclusivity. They're using a mediator to delay and 

make progress -- and prevent TCC from making progress.

If this Court is inclined to appoint a mediator, I 

know this is unusual, but I think the Court should do it in 

conjunction with Judge Donato. I don't mean to be offensive.

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THE COURT: No, you're not being offensive.

MR. MARSHACK: Okay. Because isn't really --

THE COURT: Well, isn't it the same issue?

MR. MARSHACK: Right.

THE COURT: I mean, the same issue is how to 

compensate the fire victims.

MR. MARSHACK: Right. Well, I don't want to suggest 

to this Court that you don't have the capability or ability.

THE COURT: Well, I do. 

MR. MARSHACK: Okay.

THE COURT: But so does Judge Donato --

MR. MARSHACK: No.

THE COURT: -- and so does the Superior Court.

MR. MARSHACK: But we're trying to run this case in 

harmony.

THE COURT: Yeah. You don't have to apologize for 

suggesting what you're suggesting. But whether it's Judge 

Donato or Judge Montali or both, what about -- your point is 

that -- it sounds like what you want is you want me to make a 

ruling on the exclusivity motion before I even address the 

mediator.

MR. MARSHACK: Absolutely.

THE COURT: And --

MR. MARSHACK: Absolutely, Your Honor. Because allow 

us -- allow all of us in this room that don't necessarily agree 

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with the debtor, allow us to put on paper our thoughts. Allow 

us to make the full argument. Allow you to appreciate every 

last issue of exclusivity.

THE COURT: Well, I do. I mean, I'm trying my best to 

appreciate it. I've been through the exclusivity drill already 

once.

MR. MARSHACK: You have.

THE COURT: And it's not that I don't understand the 

legal principle. And I --

MR. MARSHACK: You definitely understand.

THE COURT: And I don't want the lawyers who are going 

to brief the exclusivity issue to reinvent the wheel. I know 

the legal principles. The question is how to make it the right 

result in this case. And I made a decision all of four weeks 

ago not to terminate exclusivity, and so I have to think about, 

well, why would I revisit that now? But anyway, that's --

MR. MARSHACK: Because you know --

THE COURT: -- for another day.

MR. MARSHACK: Because you know that the really final, 

last issue in this case, the real big issue in this case, is: 

how much are we going to allocate for the fire victims?

THE COURT: Correct. I know.

MR. MARSHACK: And --

THE COURT: I do know that.

MR. MARSHACK: And we -- and I think when the Court 

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sits back in chambers and reads the pleadings on exclusivity, 

the Court's going to realize that the chances of fire victims 

getting fully, fully, fully compensated is going to come 

through a competitive process. That's the only chance we have 

at this point, Your Honor. 

You don't see the -- if the debtor can unilaterally 

run this case and unilaterally set the amounts, then --

THE COURT: Why do you say that? Mr. Marshack, why is 

the debtor unilaterally setting the amount? Is the debtor 

going to pick the number for Judge Donato --

MR. MARSHACK: The debtor is not going to --

THE COURT: -- or the jury, for the Tubbs trial jury?

MR. MARSHACK: You're correct, Your Honor, they're 

not. But TCC and bond holders may put up more money than Judge 

Donato does, and it may -- if they put up enough money, to a 

certain extent, it may moot out estimation.

THE COURT: Well, but that's true. I agree. That's 

true. But --

MR. MARSHACK: So --

THE COURT: -- that's true --

MR. MARSHACK: So let --

THE COURT: -- even with exclusivity.

MR. MARSHACK: Let the process -- well, it can't 

happen with exclusivity because you're not giving TCC or any --

or any other third --

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THE COURT: Mr. Marshack, again, I would -- we're 

going around in circles.

MR. MARSHACK: We're not going to argue.

THE COURT: If I say --

MR. MARSHACK: You know, you've asked this Court 

about -- okay.

THE COURT: -- no termination of exclusivity, go to 

mediation or not, talk to one another, the gamble still has to 

be: What if the Tubbs jury comes in favorable to the debtor? 

What if Judge Donato comes in with a huge number? What if --

what if a lot of -- there are -- there are two great, big 

unknowns from those two different places. And that's -- so 

I'm -- so you can -- we can revisit this in --

MR. MARSHACK: We can --

THE COURT: -- the next hearing about whether that's 

relevant, but --

MR. MARSHACK: We can't, Your Honor.

THE COURT: I think I went through this drill last 

time.

MR. MARSHACK: You did, but there's a game changer. 

And the game changer is the amount of money in play, starting 

with the TCC plan.

THE COURT: Okay.

MR. MARSHACK: Your Honor, we -- you asked us, and Mr. 

Karotkin asked us, not to debate exclusivity today, but I only 

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bring it in because of their request for a mediator. And their 

request for a mediator seems to be a way to defer or to weaken 

TCCs argument for determining exclusivity.

THE COURT: Okay. I appreciate your comment.

MR. MARSHACK: And thank you.

THE COURT: Next question, thanks.

MR. MARSHACK: Thank you, Your Honor.

THE COURT: Yes. 

Okay. Yes, sir. 

You gentlemen who are standing are welcome to sit. I 

won't take offense. You'll get your place in line. 

Mr. Harris, you're next up, and Mr. Engel, you're 

after that, and Mr. Bennett after that.

Appearance, please.

MR. FELDMAN: Your Honor, for the record, Matthew 

Feldman, Willkie Farr & Gallagher, on behalf of the ad hoc 

group of subrogation claimants.

THE COURT: Good morning, Mr. Feldman.

MR. FELDMAN: Good morning, Your Honor. Just I know 

Mr. Karotkin made this point, but I'm going to just reiterate 

the clarification. The eleven-billion-dollar class resolves 

all subrogation claims, regardless of whether they're in the ad 

hoc group or not in the ad hoc group. We have a mechanic that 

will be more evident once the papers are filed, and --

THE COURT: But --

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MR. FELDMAN: -- we'll happy to discuss it.

THE COURT: But today, you don't have unanimity, 

right?

MR. FELDMAN: We do not have unanimity, Your Honor --

THE COURT: Okay.

MR. FELDMAN: -- although I would reiterate what Mr. 

Karotkin said. I think we'll be north of ninety-five percent 

of --

THE COURT: Well, but you --

MR. FELDMAN: -- the class, and close to one hundred

percent.

THE COURT: -- but you also agree that if there's even 

one subrogation claimant who hasn't signed up, there's an 

impairment. I mean, excuse me, there's an impairment and there 

will have to be at least some kind of a disclosure and an 

opportunity to be heard, even though --

MR. FELDMAN: Correct. But that will be paid out of 

the eleven billion, is my point.

THE COURT: Yeah, no, I --

MR. FELDMAN: It doesn't change the economics --

THE COURT: -- that's what I --

MR. FELDMAN: -- for the company and the creditors.

THE COURT: -- that's what I understood. To me, when 

I read the plan -- and you correct me if I'm wrong. When I --

when I read the prior proposal, whenever it was, and I think it 

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was at eighty-five percent, it occurred to me that that meant 

even fifteen percent would be bound by the plan under the 

confirmation rules.

Obviously, it's better if you get everybody on board, 

but isn't that right? I mean, even if you had a holdout of 

fifteen percent, leaving aside the number, the amount, you'd 

have your acceptance?

MR. FELDMAN: That is correct, Your Honor.

THE COURT: Okay. I agree.

MR. FELDMAN: On to other issues. Your Honor, I do 

want to touch on Your Honor's invitation to litigate or have 

the Court consider the made-whole doctrine early as a 

confirmation issue. I both agree with Your Honor and disagree 

with Your Honor.

THE COURT: Okay.

MR. FELDMAN: And here -- and here's why: The TCC 

bondholder plan purports to impose class-on-class made-whole, 

which then provides for subordination of these subrogation 

claims.

THE COURT: Right. 

MR. FELDMAN: I think if the Court wants to consider 

whether class-on-class made-whole, which would be an entirely 

new doctrine, is applicable, that ought to be resolved early. 

When I first -- but ultimately, made-whole as a state law claim

is an -- is an insured versus insurer claim individually 

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brought by an individual against its insurance company.

THE COURT: No, I understand. You made that --

MR. FELDMAN: Which is a --

THE COURT: -- in your paper.

MR. FELDMAN: -- which is a state law circumstance, 

Your Honor. And I'm not even sure the Court has jurisdiction 

over that issue because, in fact, that's an issue that can be 

brought, and should be brought, in State Court by two 

non-debtor parties. So I don't understand why the Court would 

weigh in on that dispute. The subordination issue, I do --

THE COURT: Well, excuse me --

MR. FELDMAN: -- think the Court should weigh in on.

THE COURT: -- because I -- because when I -- well, 

first of all, this wasn't fully briefed, all right? I got a 

short response from -- well, I shouldn't say short. The TCC 

made a motion to terminate exclusivity with your fellow -- the 

other ad hoc group, not your client, and there were a number of 

things said in that motion, but one of them was the argument 

about the Ninth Circuit case, and which I promptly read and 

read the doctrines.

And then when I saw the term sheet for their competing 

plan, it looked to me like, that they're -- whether it's 

conflating or not, I won't put labels on it, but the whole 

issue of made-whole and subordination of subrogation claimants 

seemed to be the whole issue. And it's hard for me to think 

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that the Bankruptcy Court doesn't have jurisdiction to resolve 

what is, effectively -- even if it is -- even if it's an 

intercreditor issue. So --

MR. FELDMAN: As a class-on-class subrogation, I agree 

with Your Honor.

THE COURT: Okay.

MR. FELDMAN: I think Your Honor does have the 

jurisdiction --

THE COURT: But can you --

MR. FELDMAN: -- to rule on that.

THE COURT: -- can you side class-on-class without 

thinking about the made-whole Doctrine?

MR. FELDMAN: You'll have to think about it, Your 

Honor, I would agree with that, but I don't think you would 

have to make any determinations as to whether made-whole is 

right or right in a particular circumstance in determining --

THE COURT: Yeah.

MR. FELDMAN: -- whether class-on-class --

THE COURT: Yeah, that pretty --

MR. FELDMAN: -- subrogation.

THE COURT: But it --

MR. FELDMAN: That's the point --

THE COURT: -- but it --

MR. FELDMAN: -- I'm making.

THE COURT: -- but it also -- I mean, one of the 

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things, just to do exactly what I don't want to do, is get into 

the merits. I found it strange to read the TCCs papers to have 

them citing a case that is so pivotal that went the wrong way. 

Normally, I was told, don't cite a case that went the wrong way 

if you think it's making your point. And I don't, so -- but 

Mr. Feldman, help me. Should I have Mr. Karotkin coordinate 

with the other parties --

MR. FELDMAN: Well, here --

THE COURT: -- to tee up the legal issues, or not?

MR. FELDMAN: Well, here is what I was going to say, 

Your Honor. I think this legal issue is teed up, and I think 

it's teed up in connection with the soon-to-be-filed motion to 

approve our settlement. So I think the Court is going to have 

to deal with this issue in connection with that motion.

But what I would also say, which I did not intend to say as I 

was sitting in the courtroom today, until Mr. Qureshi got up, 

is that, frankly, Your Honor, I'm not sure how you can rule on 

the exclusivity motion without having resolved this issue 

because it's fundamental to their plan that they be able to 

subordinate the subrogation claims.

THE COURT: Well --

MR. FELDMAN: And Mr. Qureshi suggested, through 

announcing settlement proposals, that maybe it's not 

fundamental, but I'm not going to go down that road. I'm going 

to -- I'm going to -- I'm going to comment only on what's in 

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the record today, which is a plan that seeks to subordinate us. 

Which if it's dead in the water --

THE COURT: Well, but --

MR. FELDMAN: -- before we start --

THE COURT: But that's --

MR. FELDMAN: -- why are you terminating exclusivity 

for?

THE COURT: Well, that's my point. If it's dead in 

the water as a matter of law, I wouldn't terminate, so --

MR. FELDMAN: Correct, Your Honor.

THE COURT: I --

MR. FELDMAN: Well, then we have to tee it up between 

now and whatever date Your Honor decides we ought to hear 

exclusivity. But I think it's more appropriately teed up in 

connection with the company's 9019 motion related to our 

settlement, which I expect --

THE COURT: What --

MR. FELDMAN: -- will be filed today.

THE COURT: Well, when do you -- well, so I had talked 

to Mr. Karotkin before about --

MR. FELDMAN: I believe he told you it was going to be 

teed up for the 23rd.

THE COURT: The 23rd. So I mean, this is not going to 

sit well with your opponents, here, but --

MR. FELDMAN: But I think they've given --

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THE COURT: -- should I --

MR. FELDMAN: -- you this, Your Honor. I wasn't 

planning to stand up and say this, but I don't see how it could 

be done otherwise.

THE COURT: Well, I didn't -- I didn't think about a 

separate 9019 motion until I read a little bit more on the 

documents that were filed yesterday. So I read -- I know 

that -- I knew that there was this eleven-billion-dollar

settlement and wasn't surprised to see it make it to the 

revised plan. But what struck me as different was to hear it 

is also coming as a 9019 motion. It didn't -- I don't get 

worried about it, I don't think it's the wrong thing to do, 

it's just something I didn't anticipate because I thought it 

would be a plan issue.

So but your point is a good point. If it's relevant 

to exclusivity, then the question is, should I tier exclusivity 

and the 9019 motion all together, and you're making a good 

argument that maybe I should do that, which is not what the 

exclusivity -- opponents of exclusivity want to hear. But it 

would be unfortunate to have everybody rush discovery, rush 

briefing, rush an argument, only to have me come out here on 

the 7th and say, continue to --

MR. FELDMAN: Can't decide it, right.

THE COURT: Can't decide it.

MR. FELDMAN: Right.

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THE COURT: But I'll tell Ms. Dumas and Mr. Qureshi

that that sounds like not a deal breaker, but a scheduling, 

just, issue.

So before we end up today, maybe you need to come back 

and address that with me, but I want to let the other counsel 

appear, okay?

MR. FELDMAN: The last point, Your Honor --

THE COURT: Yeah.

MR. FELDMAN: -- and then I'll step aside, is that I 

think Mr. Dunne said it best, which is it does feel like people 

are circling around numbers that work, deals that work, and how 

the Court decides to move that forward, we would encourage 

building on the momentum. 

One of the benefits of settling, from our client's 

perspective, is that we do get out of the way and make it a 

more binary circumstance, and we believe --

THE COURT: You don't need to go to mediation. You've 

already cut your deal.

MR. FELDMAN: We believe and we hope that there is 

plenty of value available to pay in full, as required, the 

victims, who we do want to see get done. It is often the case 

that the subrogation holders settle first, outside of Chapter 

11, for this exact purpose, to leave the room so that there can 

be a fair and full settlement for the victims.

THE COURT: Okay, Mr. Feldman.

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MR. FELDMAN: Thank you.

THE COURT: Leave the room.

MR. FELDMAN: I will leave the room.

THE COURT: Mr. Harris?

MR. HARRIS: Good morning, Your Honor. Robert Harris, 

Binder & Malter, appearing for TURN.

I'm not going to repeat what's in the status 

conference statement that we filed, but I do want to focus the 

Court and the parties on one critical issue, and that is plan 

funding and the extent to which what is proposed may not comply 

with AB 1054. 

Your Honor, the reality is that AB 235 has not passed, 

the wildfire victims recovery bond measure, and yet it's still 

in the amended plan. TURN believes that the issuance of the 

wildfire victim recovery bonds, were some future iteration of 

AB 235 to pass, would violate AB 1054. It's simply this --

THE COURT: Well, no, how can the legislature violate 

its own rules? If it passes a law that deals with something, 

won't it implicitly amend the prior one by doing it? Does the 

California --

MR. HARRIS: Well, it would have --

THE COURT: -- legislature issue conflicting rules --

MR. HARRIS: It would have to do that.

THE COURT: -- laws?

MR. HARRIS: There would have to be an amendment. 

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Because the problem is, it's not neutral to ratepayers, on 

average. This is not the time to go into that. I am prepared 

to. I'm also prepared, Your Honor --

THE COURT: No, I don't want you to now. It's not an 

item.

MR. HARRIS: No.

THE COURT: I mean, the point is that you're -- if 

you're telling me that the latest iteration of the PG&E plan 

failed because there is no AB 235, then that's a legal 

argument, that's a legitimate one to make.

MR. HARRIS: It is.

THE COURT: But I don't have the knowledge to agree or 

disagree with you.

MR. HARRIS: Well, the point is, one, AB 235 has not 

passed --

THE COURT: Yeah.

MR. HARRIS: -- and two, I have multiple reasons why, 

as proposed before the legislature, were it to be brought back, 

it would not be neutral to ratepayers, on average. I'm happy 

to explain that in a letter to Mr. Karotkin and the committee 

counsel.

THE COURT: But just tell me this: the legislature 

who makes the rules for Californians can make its own decision 

on how to make something not rate neutral. So if it chooses to 

do what AB 235 intends, and to do so it must amend AB 1054, 

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that's its job, not my job. That is what it is, right? 

Including if it affects rates, right?

MR. HARRIS: Yes, Your Honor.

THE COURT: And again, it's out --

MR. HARRIS: It can choose to --

THE COURT: -- it's outside of this courtroom.

MR. HARRIS: It can certainly choose to put the burden 

on ratepayers, but as of right now, the controlling statute, 

the law, is AB 1054, and I would urge the debtor to be cautious 

not to rely on wildfire tax-free bonds --

THE COURT: Okay.

MR. HARRIS: -- that would place a greater burden on 

the ratepayers.

THE COURT: Okay. And I -- and I expect --

MR. HARRIS: -- because it's going to be opposed.

THE COURT: I expect you to be right at that podium if 

you believe that when it comes time to consider whether we do 

it in one fell swoop or in chunks, the legal sufficiency of the 

plan, if it violates California law, I suspect you'll tell me.

MR. HARRIS: Yes, Your Honor, I shall.

THE COURT: Okay.

MR. HARRIS: Here and before the CPUC.

THE COURT: Well, you tell me. I don't care what you 

tell them. You tell me. And I'll listen to you.

MR. HARRIS: That's all I have, Your Honor.

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THE COURT: Okay. Thanks, Mr. Harris.

MR. HARRIS: Thank you.

THE COURT: Mr. Engel?

MR. ENGEL: Good morning, Your Honor. Larry Engel for 

Sonoma Clean Power Authority.

And I encourage Your Honor to make even more focus on 

legal issues that affect broader parties. There are many. I 

want to mention just one, another two-line definition that you 

were focused on, perhaps, at the -- at the beginning.

There's a definition in 1.151, public entities 

releasing parties. And what they've done is they've -- and 

I'll read it to you in a second, but they've taken the eighteen 

public entities that have signed up, this PSA, and they've 

expanded it to include, "any subsidiary, affiliate, department, 

agency, political subdivision, or instrumentality thereof". My 

client, perhaps, may be an instrumentality. Certainly, every

city in Sonoma County is, even though they are not aware of 

this, a, I suppose, political subdivision of the county that 

signed the PSA.

So we have in this provision, which is tied into the 

definition of releasing parties, people that are being required 

to release claims when they were never parties to the 

transaction, they never -- they signed nothing, they were told 

nothing, they get nothing. This is both contrary to the 

California constitution and illegal, it's a gift of public 

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funds.

THE COURT: Well, again, this is why --

MR. ENGEL: So there were -- I submit to Your Honor --

THE COURT: This is why Mr. Harris was commenting. If 

you believe that there's a flaw in the law, in the plan --

MR. ENGEL: Yeah. 

THE COURT: -- then you raise it, but just to be --

MR. ENGEL: When, is the problem. There's going to be 

an end game squeeze.

THE COURT: But not now, other than just what you're 

saying.

MR. ENGEL: Yeah.

THE COURT: You're just giving me a heads up.

MR. ENGEL: I'm giving you a heads up, and I'm 

encouraging in your process to -- where you started the day was 

you were going to tee up critical legal issues that were simple 

questions of law. I submit to you this is a simple question of 

law that could be resolved well in advance of the end game 

squeeze. There's going to be a big squeeze here at the end 

game, Your Honor, and I don't know that anybody wants to get 

caught in it, including a lot of little parties, like us, that 

have specific issues like this. So I just encourage your 

process, because this is a process point.

THE COURT: Well, but the problem -- the problem, from 

my point of view, is I sit in my little, private room in there 

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and I look at this hundred-page document --

MR. ENGEL: Yeah.

THE COURT: -- and I see long paragraphs with lots of 

definitions --

MR. ENGEL: Yes.

THE COURT: -- about releases, and I think about my, 

you know, Ninth Circuit law --

MR. ENGEL: Right.

THE COURT: -- and I go, okay, I need to make sure 

we -- the thing is --

MR. ENGEL: Right.

THE COURT: -- complies with law. But I can't just 

announce that it does or doesn't. It seems to me, you've got 

to -- you've got to identify the issues for your opponents, --

MR. ENGEL: Yeah. 

THE COURT: -- and be prepared to raise it as a proper 

legal challenge at some point.

MR. ENGEL: Right.

THE COURT: And not to -- I mean, to say squeeze in 

the end game, I mean, I don't know whether it's a squeeze at 

the end game or in the front. I don't know how to identify it. 

To me, I've -- to me, I've identified three very significant 

legal issues that cut across this plan any way you cut it, and 

maybe you've identified a fourth one. But I don't know how to 

frame it.

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MR. ENGEL: Well, if Your Honor were to allow people 

to -- in this process that is novel that we're creating as we 

go, here -- to raise issues, I expect you would find that there 

are many interesting legal issues that would get raised by 

various parties who are impacted in some way or another by

those very Machiavellian definitions that you're talking about.

THE COURT: Right. But -- and the point is, what's 

wrong with asking you to lay out your theories, put it to the 

debtor, and have them at least hear it from you? And if they 

disagree with you, that's fine, and we can identify it as 

something to brief.

I -- what I'm trying to avoid is having an endless 

list of issues today that I want to put a schedule on. I've 

got four of them already and they're big ticket.

MR. ENGEL: I understand.

THE COURT: Okay.

MR. ENGEL: And I'm not asking you for a schedule and 

I'm not asking for embarrassment, what I -- or excuse me, your 

complicated -- getting this complicated further. What I am --

what I am asking is that the idea have some support from Your 

Honor so that, in fact, the debtor has some reason to listen to 

it. 

THE COURT: Well, let's start with Ninth Circuit 

authority on what --

MR. ENGEL: Right.

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THE COURT: -- releases are permissible under a plan.

MR. ENGEL: All right.

THE COURT: Period.

MR. ENGEL: All right.

THE COURT: And if we start there and we say, well, if 

someone else who isn't a proponent of the plan and isn't a 

participant and isn't a sponsor is being asked to do something, 

and maybe it's an issue or not. I just don't know. I can't --

I can't answer the question, at this point.

MR. ENGEL: All right.

THE COURT: So if I'm giving -- if I'm not giving you 

the right answer today, I'll do my best when it's more 

precisely defined for me.

MR. ENGEL: Well, we'll figure out a way to see if we 

can tee it up for Your Honor better. Thank you.

THE COURT: Okay.

Mr. Kornberg, good morning.

MR. KORNBERG: Good morning, Your Honor. Alan 

Kornberg of Paul, Weiss, Rifkind, Wharton & Garrison.

Is it still -- yeah, it is still morning.

THE COURT: Sure it's morning -- here.

MR. KORNBERG: Your Honor, a number of people have 

spoken about the PUC process, so I thought I would take a brief 

minute and just tell you where we are.

The commission has taken the preliminary steps to 

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begin its approval process in respect of these Chapter 11 

cases.

THE COURT: Yeah. And I saw the OAI that Mr. Harris 

attached to his paper, so --

MR. KORNBERG: Correct, Your Honor.

THE COURT: -- that's sort of the framework, right? And, 

again, the deadlines there are October 7. The company will 

respond to the OII -- well, first I should say, that the 

proposed order will be presented to the commission for 

consideration on Thursday of this week. If adopted, the 

schedule would be as follows: October 7 is the deadline for 

the debtors to respond to the OII, and file their then most 

current plan, and anticipated timelines for estimation 

proceedings in the Tubbs fire trial. Interested parties will 

have an opportunity to serve a reply on October 14. There will 

be a pre-hearing conference on October 23, and that's described 

in the OII. And the outside date for the commencement of 

hearings is February 2020.

Your Honor, the OII does not specifically say that the 

commission can consider multiple plans. What it says is that 

the proceeding will resolve rate-making implications of PG&E's 

or any relevant alternative plan of reorganization. And there 

was also a suggestion --

THE COURT: Well, excuse me, doesn't that mean that if 

I terminate exclusivity and give the proponents of the 

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competing plan an opportunity, they file it and then that sets 

in motion something at the CPUC as the alternative plan, right?

MR. KORNBERG: Your Honor, exactly right.

THE COURT: Yeah.

MR. KORNBERG: We will then have to figure out what 

that proc -- what it does to the existing --

THE COURT: Right.

MR. KORNBERG: -- process in the OII.

THE COURT: Right. Right.

MR. KORNBERG: I just wanted to clarify that.

But there was also a suggestion in the pleading filed 

by TURN, that the OII was somehow premature. We don't believe 

that to be the case. There are many, many issues that will go 

into the PUC approval process. And the PUC is eager to get to 

work on that process. We are ever mindful of the June 

deadline.

THE COURT: So going back to our prior discussion, and 

trying to keep in mind what has to be done here versus what has 

to be done there, you heard me discuss with the other counsel 

about some of these dating issues. I take it to the extent 

that any of them relate to CPUC concerns, that that's helpful 

to get that out of the way, is that right?

MR. KORNBERG: Your Honor --

THE COURT: Maybe the CPUC doesn't care about the 

502(c) process, or maybe it doesn't care about some of the 

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Chapter 11 classification issues, but it seems to me it's still 

constructive to get those things pinned down. Do you agree 

or --

MR. KORNBERG: I do agree.

THE COURT: Okay.

MR. KORNBERG: The sooner there is more certainty 

about the plan that's under consideration, the better chance we 

have of meeting the statutory deadline.

THE COURT: Okay, good. Thank you.

MR. KORNBERG: Thank you, Your Honor.

THE COURT: All right. Mr. Bennett, good morning.

MR. BENNETT: Thank you, Your Honor. Bruce Bennett, 

Jones Day, on behalf of equity holders.

Couple of things. First of all, just a very short 

point. When TURN got up here they said they were concerned 

about their assertion that the plan was still dependent on 

wildfire victim recovery bonds. I know it's a long document, 

but in Section 9.2 is a paragraph at the end under subsection 

(L), and it says the following --

THE COURT: 9.2 of what, of the plan?

MR. BENNETT: Of the plan.

THE COURT: Oh, okay.

MR. BENNETT: "It shall not be a condition to the 

occurrence of the effective date that wildfire victim recovery 

bonds shall be available for the plan funding, or that wildfire 

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victim recovery bonds legislation shall have been enacted."

There are probably some sentences in this plan 

document that could be clearer and that will become clearer, 

but this isn't one of them.

I want to --

THE COURT: Actually, for what it's worth, I thought I 

saw that concept, and then I didn't -- I just can't keep track 

of all these things. And so when Mr. Harris said what he said, 

I just -- I'm glad you answered the way you did, and I'm sure 

he'll take note of what you said and agree or disagree with 

you.

MR. BENNETT: Okay.

THE COURT: Okay.

MR. BENNETT: Coming back to, I guess, where this 

hearing started, was Mr. Karotkin reporting that there'd been 

significant progress made. And I'm here to echo that's exactly 

true. And I don't want to go into details about that, because 

this will come in pleadings that will be filed in connection 

with the exclusivity hearing. But I do want to focus on two 

things.

One, there was extensive arm's length negotiations 

between equity holders and the company. And the commitment 

letters when Your Honor sees them and compares them with the 

commitment forms that were generated unilaterally by the 

bondholder group you'll see the difference. They're tighter 

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documents, there's clear evidence of arm's length bargaining 

and what that results in.

The second point I'm going to make is basically to 

support something that I think you started to say. Which is 

the debtors' plan is, in fact, the product of arm's length 

negotiations, where parties on the opposite side of important 

disputes were called upon to, and did, make compromises. 

Your Honor, that's the process I think you wanted to 

see happen. And in -- the process run by the debtors resulted 

in that. 

As Your Honor already noticed -- and by the way, it 

will turn out to be in many more respects, the bondholder TCC 

so-called plan is a very different document. Again, there'll 

be more about that in papers that you will see. It's not the 

result of arm's -- of compromises between people who are 

genuine adversaries.

Now, more to the point of, again, things here today. 

One, we strongly support the idea that some of these 

legal issues should get briefed, argued, teed-up, decided as 

rapidly as possible. We were, in fact, planning to do it 

ourselves in the event that others didn't. And I want to say 

that with respect to this problem of potentially liquidated 

claims, it might be that a response to this, and not the only 

response to this, is that the Court's going to have to start 

ruling on some claims, because maybe it will set patterns that 

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will generate opportunities for settlement and compromises 

going forwards.

THE COURT: And I'm going to do that --

MR. BENNETT: You do that for a living.

THE COURT: -- if nobody's filed an objection.

MR. BENNETT: I appreciate that, Your Honor, because I 

think that is a possible solution.

Okay, second point. And I didn't plan to talk about 

this. But Ms. Dumas was relatively explicit. In fact, in 

phones conversations and also in emails, I asked to meet with 

principals with the TCC, with the full knowledge and approval 

of the debtors. Made the request on Saturday. We got initial 

positive response, then heard nothing. So nothing's scheduled. 

I'm hoping that something will be scheduled. I am sure that we 

can be available almost any day next week if the TCC gets back 

to us. 

THE COURT: Is this on behalf of your group, or on 

behalf of the debtor, or both?

MR. BENNETT: I made it on behalf of our group, but I 

did it in coordination with the debtor. So I would regard it 

as both.

I also want to say one last thing. And I want to say 

it extraordinarily carefully, but it's important. There is 

actually a problem with discussions with the TCC right now, 

which we're feeling, and I suspect the debtors are feeling, and 

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I'm surprised the bondholders didn't feel it. And that is 

there's a fundamental credibility problem with the lawyers 

involved for the wildfire plaintiffs. And in this connection 

I'm really glad that in courts we take transcripts, because 

when we go back and look at them, we're going to see that when 

the TCC stood up in early hearings in this court, and I think 

it was Mr. Julian, but I'm not positive, we were told to expect 

100,000 claims, we were told the liability, just the uninsured 

part, the victim's not considering the payments they've already 

received from the insurers, was going to be thirty-six billion 

dollars. We even know I think to a certainty on October 21st 

that those numbers aren't close to right. So there's a problem 

starting with very high aggressive numbers if they're divorced 

from what turn out to be the actual facts. We will try very 

hard to get over it. But one of the things mediators do 

frequently help with, and some mediators as Your Honor 

certainly knows from your practice are more helpful than 

others, is that they are usually pretty good at eliminating 

credibility problems and forcing out real information where 

real information is required.

I don't know that I have a strong preference as to 

whether or not mediation is started now or started ten days 

from now. I would like to give our chance for invitation of a 

dialogue to work out first.

I am concerned that Mr. Qureshi's view that there will 

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be no negotiations could poison them, and so it might make 

sense that a class that is unimpaired might not be 

appropriately included. But we can sort that out some other 

time as well. 

THE COURT: Might not be appropriately what?

MR. BENNETT: Might not be appropriately included in a 

mediation, particularly when they've said there's no 

discussions anyway.

In any event, I'm hopeful that there will be a meeting 

sometime relatively soon between TCC principals and principals 

of my clients. We will be trying really hard to make that 

happen. But, again, this doesn't take away at all from --

there's been enormous amount of work by a number of 

constituencies, including my clients, to get together a plan 

that has more parties agreeing to it than anything we've seen 

so far in the case. And there really is no way to disparage 

that, that's a huge accomplishment.

THE COURT: Okay.

MR. BENNETT: Thank you, Your Honor.

THE COURT: Thanks, Mr. Bennett.

I'm going to take a ten-minute break for everyone. 

I'll let -- I'm not going to exclude any of you who want to 

speak, but it's been two hours. And I know from the prior 

hearing that we need to take a break for everyone's personal 

convenience. So ten minutes, see you back.

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(Recess from 11:27 a.m., until 11:43 a.m.)

THE CLERK: All rise.

THE COURT: Okay, please remain seated. You're all 

standing up anyway.

So I took a minute before -- a little longer than I 

expected, because we were checking our calendars. And I 

checked with my staff, and I'm sorry about that mix-up on the 

holiday -- the Jewish holiday. We cleared dates -- all the 

PG&E dates in advance, and so maybe that slipped through. But 

again, after we hear from the other counsel, I'll figure out 

what to do about rescheduling what we need to reschedule, so, 

let's go --

MR. STAMER: Good afternoon, Your Honor. For the 

record, Mike Stamer from Akin Gump, on behalf of the ad hoc 

noteholder group.

Your Honor, I am not going to be responding to Mr. 

Bennett's comments, including his comments about the 

credibility of the tort victims' lawyers. I assume there'll be 

a few people in the courtroom that will be responding to that.

THE COURT: Well, I'm not going to take any action on 

that anyway, but --

MR. STAMER: Understood. Your Honor, what I'm 

standing up to do, hopefully, is take a legal issue -- a legal 

issue off your plate. 

Mr. Feldman, in his presentation, talked about the 

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issue associated with subordination between the tort claims and 

the subrogation claimants. I can announce to the Court, and 

I've conferred with counsel for the TCC, that we anticipate, in 

advance of the hearing on the 7th that we will be modifying our 

term sheet, that we will be increasing the twenty-four number 

to a larger number, and we will be providing the full eleven 

billion dollars to the subrogation claimants, the same amount 

that is being offered or settled by the company.

We believe that this renders the subordination issue 

academic.

THE COURT: Well, are they pari passu or similar? I 

mean, are they going to be treated equally?

MR. STAMER: They'll be treated such that eleven 

billion dollars will be carved out for the benefit of the 

subrogation claimants.

THE COURT: But pro rata or pari passu or some other 

legal term that doesn't --

MR. STAMER: We can use whatever Latin you need to, 

Judge. That --

THE COURT: Any language will do.

MR. STAMER: -- but the bottom line is that they have 

asked for and negotiated with the company for an elevenbillion-dollar pool of capital: cash, potentially some other 

noncash items. 

As Mr. Qureshi said before, we actually offered that 

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to the subrogation claimants over the weekend. And Your Honor, 

we will put that offer in a modified term sheet --

THE COURT: But listen --

MR. STAMER: Yes, sure.

THE COURT: -- my question is -- because I'll have to 

look at this document. And will it tell the eleven-billiondollar class members that they are going to be paid in the same 

priority which the tort victims will be paid?

MR. STAMER: Your Honor, the answer is yes. 

THE COURT: Okay.

MR. STAMER: I believe the way it will work is there 

will be segregated pools of capital.

THE COURT: That's fine.

MR. STAMER: And therefore they will be treated the 

same as the other tort victims.

Your Honor, as I think you heard from Mr. Qureshi, 

what we have done is we have agreed with the TCC to a pool of 

capital that will be available to settle all of the tort 

claims.

THE COURT: So --

MR. STAMER: And that number is twenty-four billion 

dollars.

THE COURT: But it's going up.

MR. STAMER: And I'm happy to stand up and say, Your 

Honor, it's going up. Competition is a good thing.

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THE COURT: Okay, but my point is, I don't care 

whether it's going up or not, you've made it clear to me -- I 

take it you believe, Mr. Stamer, that if we're having this 

exclusivity hearing on the 7th or some other day, I won't be 

told that the plan is dead as a matter of law because of an 

improper or impermissible subordination --

MR. STAMER: That is correct, Your Honor.

THE COURT: -- of a class?

MR. STAMER: That is --

THE COURT: Okay.

MR. STAMER: -- it took me a little while to get 

there, but that's exactly why I'm standing up, Your Honor.

THE COURT: Well, you --

MR. STAMER: We are taking that legal issue off of 

your plate. We anticipate the subrogation claimants -- it's 

the eleven billion dollars they're focused on, not focused on 

whose money that is. So we anticipate this will completely 

remove that issue from contention, and therefore, we should be 

clear to go forward on the 7th.

THE COURT: It won't get rid of the make-whole 

argument, if that's a part -- a separate issue.

MR. STAMER: The made-whole argument -- you're talking 

about the argument that is assertible by the tort claimants --

THE COURT: I --

MR. STAMER: -- to be made whole --

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THE COURT: Yes.

MR. STAMER: -- for amounts not covered by insurance? 

Correct, Your Honor.

THE COURT: Yeah.

MR. STAMER: This does not address that issue.

THE COURT: It's a different issue.

MR. STAMER: That is an issue that will likely come up 

in connection with the motion to approve the settlement with 

the subros; and leading that charge, I anticipate, will be the 

tort claimants committee and individual tort claimants.

THE COURT: Okay. And the proposal that you're now 

talking about is not -- you're not going to make a separate 

9019-type motion, or you are?

MR. STAMER: Your Honor, the -- and maybe I can 

clarify the comments that Mr. Qureshi made before about the 

settlement and the question that you asked.

As Your Honor knows, you can settle claims in 

connection with a plan of reorganization --

THE COURT: Yes, of course.

MR. STAMER: -- under 9019. As a plan proponent, if 

we're fortunate enough to be given the right to file a plan, we 

will be proposing to settle all of the tort claims, subros and 

the like, for an aggregate amount of twenty-four billion plus 

whatever we put in the next round.

THE COURT: But that's -- I mean, that's the nature of 

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a plan by anyone other than a debtor, to offer or to change the 

rights and obligations of the debtor. That's different from an 

intercreditor difference. So two creditors can schedule -- or 

settle differences between the two, and to me it's just not 

typically a 9019 motion. 

MR. STAMER: Your Honor --

THE COURT: Okay?

MR. STAMER: -- we'll talk to the TCC about the 

appropriate way to get it in front of the Court. I'm actually 

not certain it's a 9019 motion to be filed --

THE COURT: Okay.

MR. STAMER: -- or whether this will happen in 

connection with a plan.

THE COURT: And --

MR. STAMER: But just to be clear, Your Honor, the 

bondholders have a dog in this fight.

THE COURT: I know. I understand.

MR. STAMER: So the TCC are asserting claims that 

would render the company insolvent, that would render the 

bondholders impaired, that would be detrimental to everyone 

involved. The virtue of the settlement is we have agreed --

and I think people were discounting anyone's ability to do 

this -- we have agreed to an all-in cap for all of the tort 

claims.

In addition, Your Honor, what I'm standing up now to 

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talk about, which I think I've done, is now we are seeking to 

settle the inter-claimant issue between the subros and the 

TCC --

THE COURT: I got it.

MR. STAMER: -- as it relates to subordination. The 

made-whole issues, this won't address that. And it's our view, 

for whatever it's worth, those are between the insurance 

companies that hold the subro claims and the -- and the tort 

claimants.

THE COURT: And where do the public entities come in, 

or the liquidated entities? Are they in part of the -- they're 

still part of the eleven million (sic)?

MR. STAMER: I believe the public entities are in the 

balance of the eleven.

THE COURT: Excuse me. I don't mean the eleven -- the 

eighteen people or eighteen entities that settled for a 

billion. I'm talking about Mr. Pascuzzi's clients, FEMA, the 

hospital, all the others up there. Where do they fit in this 

hierarchy? Are they in the eleven or in the --

MR. STAMER: They're in the --

THE COURT: -- in delta?

MR. STAMER: -- in the twenty-four-plus -- whatever 

we're going to add --

THE COURT: Okay.

MR. STAMER: -- and I believe separate from the 

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eleven. The eleven is just for the subrogation claimants.

THE COURT: Are they estimated or not?

MR. STAMER: Your --

THE COURT: Or I guess not. Your proposal, if it 

flies, moots the estimation process.

MR. STAMER: Your Honor, that's exactly right.

THE COURT: Well, I read it -- I read it in the prior 

version of it. Yeah, no, I --

MR. STAMER: From --

THE COURT: -- I got it.

MR. STAMER: -- from our perspective, and I think from 

the tort claimants' perspective, and hopefully from the 

subrogation claimants' perspective, it should moot the 

estimation process.

THE COURT: Okay.

MR. STAMER: What I think you heard foreshadowing of 

from Mr. Bennett is they believe that the tort claims are 

significantly less. We think they're going to have a hard time 

proving that, whether it's an estimation or otherwise. But 

I'll stay within my lane, Judge.

THE COURT: Well, no, but you're not. You're up. 

October 21, there'll be a -- the window will close, and there 

will be an aggregate amount of claims that must be accounted 

for. And whether Mr. Bennett was correct in quoting Mr. Julian 

or someone else that says it's a hundred billion dollars or 

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it's some single-digit billion, it will be what it is. And 

there may be some add-ons or some amendments. But the point 

is, it'll be somewhat isolated. There'll be a circle around 

that as a target. 

And if I follow you, Mr. Stamer, what you're saying is 

that the plan that you're proposing will say there's eleven 

billion going over here for the subrogation folks, and there is 

X -- which is going to be thirteen minus whatever's being set 

aside for the --

MR. STAMER: Plus --

THE COURT: -- Wildfire Fund, plus whatever you added 

on, then that is the pot for the other -- what Mr. Karotkin's 

plan calls "the other wildfire claims".

And there's no need to -- that is the estimation. I 

mean, in fact, it -- there's nothing to estimate, because 

that's the figure. Right?

MR. STAMER: Your Honor, that's right.

THE COURT: That's the figure.

MR. STAMER: That's the -- one of the -- one of the 

focal points, one of the prerequisites for the company getting 

out of bankruptcy -- there were a number of them. We needed 

legislation.

THE COURT: Oh, sure, of course.

MR. STAMER: You needed to line up a bunch of money, 

which we've talked about. And you need -- in order to attract 

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financing, you need to put a collar around -- you need to cap 

the wildfire claims.

THE COURT: Okay. No, of course.

MR. STAMER: And we have --

THE COURT: And I got it.

MR. STAMER: -- negotiated a cap of those claims.

THE COURT: Yeah, I got it. Okay, Mr. Stamer. 

Thanks.

MR. STAMER: And the only thing I'll add, Your Honor, 

again, in the nature of foreshadowing; we anticipate the 

motion to approve the settlement with respect to the subros --

there will be some issues. And we'll, in advance, advise the 

Court that to the extent that the restructuring support 

agreement, the settlement, whatever the document is, which we 

haven't seen yet -- it restricts the subrogation claimants from 

actually negotiating, accepting some other treatment, a better 

treatment, we're going to object to that.

Your Honor, as you saw, we've talked about this 

before, in the public entity -- the municipality settlement --

THE COURT: Yeah, I remember. We came up on the Butte 

one billion.

MR. STAMER: -- there's a big ugly provision in there 

that says you -- by signing this, you don't get to talk to 

anybody else; you don't get to negotiate; you can't take more 

or less money.

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We think that's completely inappropriate. It's anticompetitive. And it's actually bad for everybody in the case.

THE COURT: Okay. But what you're telling me is that 

you will undoubtedly challenge that aspect, among other things, 

of the debtors' 2019 --

MR. STAMER: 9019.

THE COURT: -- 9019 -- 2019 is another number that --

you all know what 2019 is, too. 9019. And I got it. So 

that's fine.

MR. STAMER: Thank you very much, Your Honor.

THE COURT: Go it. Thanks, Mr. Stamer.

It's still good morning.

MR. SILFEN: Good morning, Your Honor. Andrew Silfen 

with Arent Fox, counsel for BOKF, the indenture trustee for the 

senior notes in the principal amount in excess of 17.5 billion 

dollars.

And I just want to respond to what your question were 

with what you called "the action items". And we're supportive 

of breaking out and accelerating the consideration of what some 

folks have called the ripe issues, which is whether the 

bondholders are impaired; the make-whole -- with a K, not a 

D -- which is a bondholder make-whole redemption issue.

THE COURT: Well, but from what I just heard, the 

impaired issue is -- well, the impaired --

MR. SILFEN: The tort issue is taken care of.

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THE COURT: -- the impaired issue is discrete. Okay.

MR. SILFEN: And the third issue being the post-filing 

interest rate for the treatment --

THE COURT: Right, right.

MR. SILFEN: -- of creditors, including the 

bondholders.

Those issues need to be addressed by the Court 

independent of whether there's a competing plan process --

THE COURT: Right.

MR. SILFEN: -- or one plan or another goes forward.

THE COURT: Right.

MR. SILFEN: The only thing I will say is that we 

reserve our rights as to the details, because we don't know 

what folks are teeing up as far as procedure and so forth. But 

we will be a party to it, obviously, as the indenture trustee, 

to the litigation that pertains to the noteholders.

The other question you asked about was the scheduling 

on Yom Kippur. We're supportive of moving it up to the 

afternoon of October 7th, subject to Your Honor's schedule and 

Your Honor's availability.

We think it's important to hear the exclusivity motion 

sooner rather than later. This case cannot move forward until 

that motion is resolved, and therefore --

THE COURT: Well, I mean, that's -- but that's another 

argument for why I need to grant it. Of course, in your mind, 

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there might be other views that say I should deny it so the 

case moves forward. 

But your point is you're supporting that it -- that it 

be -- well, most importantly, what Mr. Stamer just said 

suggests to me that -- and I'm going to believe him -- that it 

will take away the silver bullet that Mr. Feldman believes the 

competing plan has, in effect, that it has an improper 

subordination of the subrogation claims. 

And if that -- if I understand -- if that's correct, 

if Mr. Stamer is right, and the modified term sheet that's 

coming from the TCC and senior bonds is such that it treats the 

subrogation claimants on a -- I used the term "pari passu" --

that might be the wrong term -- but it doesn't violate some 

subordination principle, then maybe that's not a -- it's not a 

fatal flaw.

MR. SILFEN: I mean, obviously everyone heard that you 

seized on Mr. Feldman's comments. And obviously there was 

tremendous progress during the break that came forth.

THE COURT: Well, I don't want any credit, but I'll 

take whatever I can get.

MR. SILFEN: But I will note that -- and Your Honor 

knows this, and we went through this exercise last time at the 

first motion -- you don't have to have a confirmation hearing 

on the competing plan in order to terminate --

THE COURT: Right; that's right.

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MR. SILFEN: -- exclusivity and allow it to go 

forward. It's obviously our view that it should. And we're 

just saying that earlier rather than later is probably more 

beneficial and more helpful to moving this case in a positive 

direction.

THE COURT: Okay.

MR. SILFEN: Thank you.

THE COURT: Good, thank you very much.

Mr. Pitre.

MR. PITRE: Good morning, Your Honor. Frank Pitre --

THE COURT: I didn't know I'd see you here today.

MR. PITRE: Well, I don't want to be here, Judge, 

but --

THE COURT: Well --

MR. PITRE: -- in light of some comments --

THE COURT: -- go back -- go over to superior court 

and where -- they're waiting for you.

MR. PITRE: You know what, Judge, in light of some 

comments that were made, I need to speak.

I represent individuals that were referred to by Mr. 

Bennett as -- I was referred to as a tort lawyer. What that 

means is I represent a group of people who were killed, 

severely injured, lost everything they owned, and had 

businesses destroyed. My job, as well as the job of my fellow 

lawyers, is to ensure that no victim who is entitled to just 

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compensation is left behind. 

Unlike Mr. Bennett who represents equity holders that 

also can hedge their bets by purchasing insurance claims and 

profiting in the market, these victims cannot hedge their bets. 

They have no ability to go out on Wall Street and make up for 

losses and indeed profit. Our job was to recognize each 

individual using recognized statistical models. 

And just to give the Court an idea, when the word 

100,000 was used by Mr. Julian, I just want to give the Court 

some perspective. There were 14,000 residences that were 

destroyed in the Camp Fire. Most of those residences, based on 

statistics, excuse me, had three to five people who lived in 

those homes. If you do some simple math, that's about 70,000 

individuals who were potentially impacted. And that's Camp 

Fire alone. 

There's another 8- to 9,000 for North Bay Fires. And 

when you use two to three people and you do the math, you get 

to 100,000 easily. And that doesn't count businesses. 

So, Your Honor, when people are using numbers and 

they're trying to estimate and make sure that the estimation 

does not exclude people -- and, Your Honor, when the numbers 

that are used come from direct settlements that I, Mr. Campora, 

Ms. Riddle, Mr. Kelly have directly had with PG&E in other 

cases like San Bruno and Butte Fire, so you use the very same 

numbers that were negotiated by PG&E, you get to the numbers 

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that were quoted. 

Now, I don't know, Judge, because I don't have a 

crystal ball. And I can't predict whether or not the notice 

program was effective or not. But to the extent that claims 

may not materialize doesn't mean that there are not individuals 

who are impacted and doesn't mean that they have value and 

doesn't mean that whatever we do here should not account for 

them to the extent they come in late or through other means 

deserve compensation.

THE COURT: Well, what does that means? I mean, 

again --

MR. PITRE: I don't --

THE COURT: -- I don't make the rules. 

MR. PITRE: Your Honor, all I'm saying is I don't know 

how people -- I know there have been numerous returned claims 

forms that were inappropriately mailed and for which my office 

has had to deal with so we can get people mailed the correct 

forms. I know that there are numerous people, despite the fact 

that they are represented -- and I can tell you the people who 

are represented are getting notice. But there are a lot of 

people who are not represented. 

THE COURT: But what do you want to do? What should 

we do about it? 

MR. PITRE: I --

THE COURT: I mean, I --

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MR. PITRE: Judge --

THE COURT: I want some help because --

MR. PITRE: I'm -- well, we may be coming before you 

and asking for an extension of time for the claims process. I 

want to see, everybody wants to see how well this process is 

working. But I'm very concerned. I'm very concerned that we 

are not getting in the requisite claims that should come in 

based on what we believed, in good faith, are the number of 

people --

THE COURT: Well, I --

MR. PITRE: -- who have been impacted. 

THE COURT: Mr. Pitre, I'm not questioning your good 

faith. But we also house -- and you said before, you're not 

familiar with bankruptcy. 

MR. PITRE: Correct.

THE COURT: And at least to the extent that some of 

the victims, large numbers of the victims, have the benefit of 

counsel, counsel tends to file near the deadline. And I think 

it's probably extremely predictable that the filing will ramp 

up as we approach the 21st. 

The problem is, on the 22nd, what to do about even one 

victim who could have filed a proof of claim and didn't. And 

if there's something that should be done now, I encourage you 

or any of the tort committee lawyers to come up with a 

suggestion. And I know Ms. Cabraser was the first person who 

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was one of several who argued about a later deadline. For a 

variety of reasons, I declined that option. 

But the point is that there has to be this concerted 

effort now rather than after the fact because, like it or not,

the timely filed claims are entitled to the benefit of having 

filed their claims and are inherently at odds, perhaps, with 

the late filed claims. The Ninth Circuit has some very liberal 

rules about permitting informal claims late. But beyond that, 

there's not a lot of options.

So I guess what I'm saying is I'm not saying don't 

come in if you believe the law permits extending the time, but 

come in earlier even though there isn't much time. There is 

over three weeks, almost four. I mean, I have to do something 

if -- look, I authorized twenty million dollars to be spent in 

trying to make sure the word gets out. And I think about all 

the people that got multiple notices in their bill. And that 

doesn't solve the problem of one victim who didn't get the 

notice. 

But anyway, my speech -- it has nothing to do with 

what Mr. Bennett said. It has to do with the facts of the 

deadline that we're dealing with.

MR. PITRE: Your Honor, I appreciate those words. I 

believe that I have some of the best bankruptcy lawyers that 

exist. I will work with them. To the extent that we do have a 

problem that is perceived by not only me but many other 

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members, that we will be coming to you through the proper 

channels or bankruptcy lawyers to see what is the best vehicle 

to ensure that all those people who are entitled to just claims 

are heard. And we don't take advantage of the fact that we've 

had a deadline that Mr. Bennett may want to take advantage of.

THE COURT: No. Mr. Bennett -- you shouldn't 

personalize it. I understand you took issue with some of the 

things Mr. Bennett said. But there was a full discussion and a 

full consideration of what was very unusual in this case was a 

late claims deadline. And it was late by traditional standards 

for a variety of reasons. And I'm not suggesting that it 

should have been an earlier date. But the point is, it's a 

very well-established procedure that was considered, debated, 

and acted on. 

But want to -- Mr. Pitre, I want to raise one other 

question with you. And that --

MR. PITRE: Yes, Your Honor.

THE COURT: -- because I think of prior times when 

you've been in the court. And we've talked about you and your 

colleagues in the state court litigation world or federal 

district court litigation world not familiar with 502(c).

Remember, we just heard Mr. Stamer tell us that 

there's going to be a proposal that's going to peg a number 

which, as of this morning, is twenty-four million minus eleven 

for the subrogation group. And it sounds like from what he 

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said, it's going to be higher. And that's going to moot the 

estimation. The estimation is gone if that plan is filed and 

ultimately prevails. Again, the debtor has a contrary view. 

But I want to make sure you don't leave the podium 

misunderstanding that. 

So all the discussion about going before the jury in 

Tubbs Fire and going before Judge Donato, because I know you 

were there and I know he thoughtfully considered the views of 

everybody about the estimation process, but what I heard Mr. 

Stamer tell me is coming down the road from his side, which is 

really your side, is going to moot that estimation process. 

Now, make sure you either understand and agree with 

me, or, if you disagree, take it up with your bankruptcy 

colleagues so they don't --

MR. PITRE: Your Honor, I understand completely.

THE COURT: Okay.

MR. PITRE: And the difference between discussions 

that at least I have had, I'm talking about me now, and the 

bondholders is that there's been complete transparency --

THE COURT: Okay.

MR. PITRE: -- as to what is available to resolve 

claims --

THE COURT: Okay.

MR. PITRE: -- so that we have a good understanding. 

What is missing is the same conversation on the other side with 

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the debtors. So we have to accept you cannot get blood out of 

a turnip. We have to accept that there is something called 

reality. And within reality we're prepared to deal. What we 

cannot deal with is when things are kept a mystery. And that's 

been the big difference, Judge.

THE COURT: Okay. I got it.

MR. PITRE: Thank you.

THE COURT: All right. All right. So let's take care 

of a couple of things. 

Mr. Karotkin, I want to come back to you and others. 

But I think, based upon everything we've said, I 

should stick -- I should move the --

MR. KAROTKIN: Can I make a few remarks?

THE COURT: Yes.

MR. KAROTKIN: First of all, contrary to what Mr. 

Stamer said, it doesn't in any way do away with the estimation 

hearing. I am sure that the existing equity will take issue 

with whatever they're proposing. And they are entitled to have 

those claims estimated for purposes of determining whether too 

much is being paid to claimants under the plan.

THE COURT: Well, but, I mean, it's -- what I said to 

Mr. Pitre is that if the competing plan is filed and becomes 

the plan, do you agree -- you don't disagree with, do you? 

If -- and --

MR. KAROTKIN: I do disagree with that. As a matter 

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of confirmation and cramming that plan down on the existing 

equity, a determination has to be made as to how much is being 

paid to both the subrogation claims and to the personal injury 

claims to determine whether they are being paid too much.

THE COURT: I don't disagree with that, but I don't 

know that it's a 502(c) estimation. That's all we're debating.

MR. KAROTKIN: I, frankly, don't know how else you 

would do it, Your Honor. And I think that's how it's been done 

in other cases. So --

THE COURT: Well, that might be how it's done in other 

cases. But if there's a competing plan that says this plan 

says twenty billion dollars goes to pay the victims, that's the 

number. And if the -- if it violates the absolute priority 

rule or pays too much or can be challenged by equity, I'll 

agree with you that can be done. But I don't think you go --

necessarily go back and revisit the 502(c) process. But we can 

defer that to another day.

MR. KAROTKIN: We can defer that. 

In terms of scheduling, now apparently, we're going to 

have a new motion to terminate exclusivity based on a new plan 

which we -- a new plan term sheet which we haven't seen. I 

don't know when they intend to file that. But we're entitled 

to evaluate that. Other parties are entitled to evaluate that 

and to respond in due course. And I think that October 7th is 

too early for that type of a hearing. 

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THE COURT: So what do you suggest? You don't want 

the 8th for the reasons we stated. So what are you suggesting 

that you want me to do? I mean, I don't disagree in theory if 

they don't file it until later. I mean, that's why I gave you 

the extension of time and gave myself the extension of time 

past today. I didn't even ask you. I needed more time for the 

four days that the TCC gave both of us and moved it to the 8th. 

Now, for reasons that we're saying, we're discussing, we have 

to move it from the 8th.

Are you saying that the reason why I can't do it on 

the 7th is not to do with religious holidays; it has to do with 

you don't even know what you're up against? 

MR. KAROTKIN: That's correct, Your Honor. We 

don't -- we haven't seen it. It's changing. We don't know 

what it says. And I think we're entitled to have an 

opportunity to review that and respond to it. And I, frankly, 

don't see the prejudice, Your Honor, to delaying it for some 

period of time. There is no disclosure statement going forward 

yet. And I think if it's deferred until the week following the 

week that you're not going to be here, I think that's more than 

sufficient time. That will not hold up the June 30th, 2020 

date in any respect based on where things stand in this case 

and the amount of time left. And there is certainly enough 

time.

If you are inclined to grant the motion, which, of 

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course, we will oppose, for things to move forward apace. 

THE COURT: Well, Mr. Karotkin, I'm inclined just to 

try to keep up with all the changes. So we have a very rapidly 

changing landscape. And I've already made a ruling on 

exclusivity once. And I'm being asked to -- essentially to 

revisit that, again, but it's with some different events. 

Things have happened. We all know that.

So you're right. If you persuade me not to allow a 

competing plan, then we deal with what's on the table from your 

side. 

So do you want to say anything about -- and you don't 

have to -- about the complaints from the TCC about no 

communication, no discussion? Is there -- I mean, I don't feel 

like --

MR. KAROTKIN: Your Honor --

THE COURT: -- I need to take experienced lawyers and 

order them to go talk to one another, so I'm not inclined to do 

that. 

MR. KAROTKIN: You don't, Your Honor. 

We have participated in the mediation. We have asked 

them for information. We tried to schedule meetings with them 

and ask them in advance to provide information as to their 

claims. They declined to do that. 

And I know you don't want to get into it. But the ad 

hoc group, by intervening in the negotiation process during the 

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exclusive period, effectively has precluded us from having 

substantive negotiations with the tort claimants committee. 

They've been up in Sacramento, trying to stymie the 

legislation. They've taken a concerted effort since these 

cases have commenced to promote their effort to take over the 

company. And they've done everything in their power to 

preclude us from engaging in negotiations with both the subro 

group -- fortunately, we overcame that -- and the trot 

claimants committee.

THE COURT: Well, but, again, I don't want to 

oversimplify it because it's very complicated. But why can't 

you and your representatives simply call a face-to-face meeting 

with the TCCs lawyers and its representatives and no one else 

and just at least shake hands and communicate on basics and 

hear from them?

MR. KAROTKIN: We're more than delighted to try to do 

that. I think we'll get a cold shoulder from them, based on 

the agreement they've reached with the bondholders who, I would 

imagine, are effectively precluding them from engaging in those 

negotiations. 

And I just want to make one last point about the 

claims that Mr. Pitre alluded to. Look, to the extent there 

were notice issues or he believes there were notice issues, we 

were -- would have hoped that they would have raised those 

issues prior to today. As Your Honor said, we went to 

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extraordinary lengths to give notice. And again, there is 

no -- let me emphasize -- absolutely no intention on the part 

of the debtors to try to preclude people from filing claims. 

That is the last thing we want to do. 

And as you said, we came up with a plan that cost 

twenty million dollars to make sure that every possible way to 

give effective notice was given.

THE COURT: Okay. Don't go away.

So do you agree -- even though you may believe that 

there might be an estimation process, notwithstanding the 

competing plan, do you believe at least for now it's not 

something we need to pre-brief? I mean, when we started, we 

had -- we identified three issues. And Mr. Stamer seemed to 

imply that at least the subordination of the subrogation group 

doesn't appear to be an issue anymore. Do you agree with that 

at least? 

MR. KAROTKIN: It depends on what their plan says.

THE COURT: Okay. And you also heard from the counsel 

for the Adventist Hospital. Do you have an opinion as to this 

issue, if we divide the world into disputed claims and on 

liquidated claims? It would strike me that a liquidated claim 

is a liquidated claim, whether it's filed by non-profit private 

organization or a federal entity or a state entity. Do you --

MR. KAROTKIN: I agree there's no difference.

THE COURT: Well, but, I mean, again, we don't want 

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to -- we're not going to have you negotiate a schedule with 

each and every --

MR. KAROTKIN: No.

THE COURT: -- claimant. 

MR. KAROTKIN: No. 

THE COURT: But just an aggregate. 

MR. KAROTKIN: I agree that --

THE COURT: Okay.

MR. KAROTKIN: -- they should be treated similarly. 

THE COURT: Okay. So then I'll go back to what I 

think the proper thing for you to do would be to -- for you to 

meet with Mr. Pascuzzi and the others who are aligned with him 

and agree on a relatively near term sequence of briefing and 

argument -- I mean, briefing, and then we'll pick a date for 

argument, on that issue, what we'll call the can you 502(c) 

estimate liquidated claims. 

And secondly, the question of whether the debtors' 

plan impairs the funded debt claims, those are two separate, 

discrete legal questions. Again, I think you agreed with me 

before. So you still agree with me?

MR. KAROTKIN: Yes, sir.

THE COURT: Okay. Then we're going to have some 

further hearings. Why don't I suggest that, between today and 

whatever the next hearing is, that your job is to work with the 

other counsel and come up with an agreed -- mutually agreeable 

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sequence of who's going to brief when? I mean, I'll be 

flexible to accommodate all of you. As I say, I'm not -- I'd 

ask that it not be on the same schedule as the inverse 

condemnation process, assuming that's going to go forward, but 

anything that accommodates you that lets me consider the 

arguments and we go from there.

MR. KAROTKIN: We will do that, sir.

THE COURT: Okay. Also, while you're there, I know 

Mr. Orsini probably more than you is going to be principal 

player before Judge Donato. But what do you think about the 

afternoon of the 7th? Can you handle that? I mean, again, 

everybody has to give a little bit here. That does seem to 

accommodate the travel plans for people that want to be back 

east for the holidays.

MR. KAROTKIN: Your Honor, as I said, we would like 

more time. But if you --

THE COURT: Well, I realize that.

MR. KAROTKIN: -- are to insist --

THE COURT: But, I mean, I --

MR. KAROTKIN: -- I'm not going to fight you on it. 

THE COURT: Well, I'm going to hear from Mr. Stamer to 

see when that's going to get filed. I mean, I really -- I'm 

not -- having previously agreed not to shorten time, I'm not 

going to then flip it and do the same thing back to you and 

say, well, you've got five days to deal with is. So if have to 

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move this out, we're going to -- we'll move it out to the next 

calendar.

MR. KAROTKIN: All right. I would prefer the 11th or 

the week after you return, or you could cancel your week off. 

That would be --

UNIDENTIFIED SPEAKER: Your Honor, it's really 

important to figure out when Mr. Stamer is going to file the 

plan.

THE COURT: Okay. Yeah. Mr. Stamer, why don't you 

tell us your -- and keep in mind, again, I don't know how much 

you stayed on top of things. But your side asked me to shorten 

time down to four days, and I said no. And so I can't tell 

them, yeah, we're going to do it to you four days. So when 

will we see this new plan? 

MR. STAMER: Your Honor, I don't have all of my 

clients in the room. I anticipate we'll have revised documents 

filed within twenty-four to forty-eight hours. 

THE COURT: So that means like --

MR. STAMER: Actually, they're saying they think it'll 

be filed today. So I was giving us, the lawyers, a little 

flexibility. But it will be filed very quickly.

And, Your Honor, we've laid out in open court what the 

changes are going to be. There will be some specific numbers. 

But we're not anticipating a huge redraft of our term sheet. 

Mr. Karotkin doesn't need any more time.

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THE COURT: Well, I'm sure he'll appreciate that 

comment. Look --

MR. STAMER: It's my next comment that he's not going 

to appreciate.

THE COURT: But I want to repeat what I said. I don't 

need to be reinventing -- have people reinvent that, by the 

way, exclusivity is a given right under Section 1121, blah blah 

blah blah blah. We need to focus on the issue. And I know the 

pros and cons about whether or not to terminate it. The 

question is, should I terminate it now for that particular 

plan? 

So today is the 24th. You're telling me you can file 

it by Thursday.

MR. STAMER: Your Honor, I think there's a genuine 

chance it'll be filed tonight. 

THE COURT: I don't care.

MR. STAMER: If not tonight --

THE COURT: I'm not going to read it tonight.

MR. STAMER: No later than -- it'll be filed tomorrow, 

no later than tomorrow. 

THE COURT: Okay. Mr. Karotkin and Mr. Bennett, if 

the plan is filed by close of business tomorrow, I'm going to 

go ahead and stick with the hearing on 1:30 on October 7th. 

And I will -- it's very tight for me also, but I'm going to do 

it because of the importance of it.

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If Mr. Stamer and people aligned with him can't make 

that deadline of tomorrow, I'm not going to hold you all to the 

hearing on the 7th. But I'm going to say that, with the filing 

on the 25th, the debtor and anyone on the debtor's side can 

respond by the 4th, by noon. And I will do my best to prepare. 

And I will hear all matters. 

I'll over the PG&E 8th -- the October 8th calendar. 

There are a couple of small matters. I'll move it to the 7th 

at 1:30. 

And I know we have a fee motion, a fee examiner's 

motion. And I believe there's one other matter that's not so 

important. But it's important because it's not so significant 

in terms of timing. So we'll take care of that. So that'll be 

the schedule.

MR. STAMER: Your Honor, I don't want to end the 

hearing on a sour note, but I do -- Mr. Karotkin said something 

that I think can't be left unaddressed.

So my notes seem to reflect that Mr. Karotkin believes 

that the reason they haven't engaged with the TCC is it's 

either the TCCs fault or it's the bondholder's fault. 

Your Honor, let me make very clear. There is 

nothing -- there's no document, there's no nothing between the 

TCC and the ad hoc noteholder group preventing anyone from 

talking to the TCC. The reason the company is not talking to 

the TCC is because they've chosen not to. 

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And, Your Honor, this is a familiar song that everyone 

in this case is singing. And if you'll recall, Your Honor, 

when Mr. Karotkin stood up at the exclusivity hearing and said 

that they're the honest broker, spontaneous laughter came forth 

by everyone. 

So this is -- no one is doing anything to interfere 

with the company's ability to talk to its constituencies. The 

only one they're talking to is the equity which is very clear.

And, Your Honor, we want to move this case forward in 

an open and transparent way. Thank you, Your Honor.

THE COURT: Okay. So I'm going to decline the 

invitation today, at least, to designate someone or to recruit 

someone -- I have some thoughts in mind -- to take on the role 

of being a mediator. I have not had any discussions at all and 

don't intend to have substantive discussions with Judge Donato. 

And I don't think that's appropriate.

On the other hand, I know him well enough to know he, 

like I, probably believes that, at some point, mediation will 

be appropriate. So I don't think there should be any concern 

or worry of whether we would be at cross-purposes. And at some 

point, if I feel that I believe it's appropriate for me to 

direct the involvement of an independent mediator, I probably 

will keep him informed.

Or again, I don't need to ask his permission, but he 

is the district judge. And he doesn't to ask my permission. 

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But I suspect that the decision of directing a third-party 

mediator would not be a problem for either one of us. And at 

least for now, I'm not going to do it.

Again, for those of you that -- Mr. Engel is here. 

Mr. Kornberg's here. In the prior case, without any warning to 

anybody, I directed the appointment of a mediator right from 

the bench. And guess what happened? It worked. So I -- at 

least I think it worked. So I'm not bashful about doing it 

again, but I don't know that I want to do it at this point for 

a variety of reasons.

So here's where we are. Mr. Karotkin, my homework 

assignment to you to repeat is you're going to try to get an 

agreed schedule for briefing of the two issues that we've 

identified. And I'd like to you to see if you can get that in 

place and on file by the 7th. And I say that only because I 

will presumably have you in court on that day. 

And if there are any issues, problems that come up, I 

might discuss it with you. It's not critical. These are 

briefing schedules that certainly lawyers can work out on their 

own. They don't need to be told by me how to do it. You all 

know how to do it. 

But again, to repeat, it will be to deal with the 

issue of can the estimation under 502(c) include liquidated 

claims, whether they be held by agencies or private entities. 

And secondly, whether the company's plan -- and again, 

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keep track of the numbers, but the plan filed yesterday -- does 

it impair what the plan calls the funded debt claims, and if 

so, what to do about it, how that should be teed up. That 

seems to be a legal issue.

I will not need -- I'm not scheduling any briefing 

today on the question or -- or, I mean, ask anybody to schedule 

any briefing on the subject of whether PG&E's plan -- I'm 

sorry, excuse me, the respective impeding plan improperly 

subordinates the subrogation claimholder's claim. 

And I started the conversation several hours ago with 

some nonaction items. And I'm going -- I don't have to repeat 

them. And I'll leave it at that.

So unless anybody wants to raise anything, we think 

we've forgotten something, I'll ask for anyone who has a 

comment.

You coming up? 

UNIDENTIFIED SPEAKER: No comment.

THE COURT: Okay. Just for those of you keeping track 

of the schedule generally then, my courtroom deputy will 

renotice on the docket -- we won't be noticing it out, but the 

docket will reflect that the hearings that are presently on the 

calendar for October 8th are also being moved one day back to 

October 7th at 1:30. 

Okay. Thank you all for your time, everyone.

IN UNISON: Thank you, Your Honor.

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THE COURT: Happy travels. 

(Whereupon these proceedings were concluded at 12:26 PM)

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C E R T I F I C A T I O N

I, Susan Patterson, certify that the foregoing transcript is a 

true and accurate record of the proceedings.

________________________________________ 

/s/ SUSAN PATTERSON, CDLT-174

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: September 25, 2019

Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 146

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

A

AB (14)

 12:25;13:24;19:10,

 15;52:18;95:11,12,16,

 16;96:9,14,25,25;97:9

Abid (1)

 59:1

ability (4)

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 142:7

able (3)

 12:16;59:25;91:19

above (1)

 56:25

absent (1)

 15:20

absolute (2)

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Absolutely (10)

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 22;61:20;73:18,23;

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absorb (1)

 20:7

academic (1)

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accelerating (1)

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accept (7)

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acceptable (1)

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acceptance (3)

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accepted (2)

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accepting (1)

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accommodate (2)

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accommodates (1)

 138:5

accompli (1)

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accomplishment (1)

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account (2)

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accounted (1)

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achieved (3)

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achievement (1)

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across (1)

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acted (1)

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acting (1)

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action (9)

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active (2)

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actual (1)

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actually (11)

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ad (15)

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adamant (1)

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add (2)

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added (1)

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addition (1)

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additional (2)

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add-ons (1)

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address (10)

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addressed (4)

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adequacy (1)

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adjourn (1)

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adjudicated (1)

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adjust (2)

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admittedly (1)

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adopted (1)

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advance (6)

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advantage (5)

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Adventist (5)

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adversaries (1)

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adverse (1)

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advise (1)

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advocating (2)

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affect (1)

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affected (1)

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affects (1)

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affiliate (1)

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afraid (1)

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afternoon (5)

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again (53)

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against (4)

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agencies (9)

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agency (3)

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aggregate (6)

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aggressive (1)

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ago (6)

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agree (42)

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agreeable (2)

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agreed (13)

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agreeing (2)

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agreement (8)

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agreements (1)

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agrees (2)

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ahead (8)

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Akin (2)

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Alan (1)

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albeit (1)

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aligned (2)

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allegation (3)

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all-in (1)

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allocate (1)

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allow (10)

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allowed (3)

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allowing (1)

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allows (2)

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alluded (1)

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almost (2)

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alone (2)

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alternative (2)

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although (1)

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always (2)

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amend (4)

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amended (8)

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amendment (1)

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amendments (1)

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among (1)

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amount (18)

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amounts (4)

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analysis (2)

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Andrew (1)

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animal (1)

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announce (3)

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announced (3)

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announcing (1)

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answered (1)

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anti- (1)

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anticipate (8)

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anticipated (1)

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anticipating (2)

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anymore (1)

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apace (1)

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apologize (1)

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app (1)

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apparently (2)

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appeal (1)

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appealed (1)

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appeals (1)

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appear (2)

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appearance (5)

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appeared (1)

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appearing (2)

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applicable (2)

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(1) AB - applicable Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 147

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

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appoint (2)

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appointment (1)

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appreciate (13)

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approach (1)

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approached (1)

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appropriate (8)

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appropriately (4)

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approval (4)

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approve (6)

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approved (2)

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approximate (1)

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approximately (1)

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area (2)

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Arent (1)

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argue (3)

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argued (2)

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arguing (1)

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argument (21)

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arguments (5)

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arm's (4)

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around (6)

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aside (7)

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aspect (1)

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assert (2)

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asserted (2)

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assertible (1)

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asserting (1)

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assertion (1)

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assertions (1)

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assignment (1)

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assist (1)

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associated (1)

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assume (9)

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assuming (3)

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assumption (5)

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assure (1)

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attached (2)

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attend (1)

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Attorney (1)

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attract (1)

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August (1)

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Authority (2)

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authorized (1)

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availability (3)

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available (12)

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average (2)

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avoid (5)

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aware (2)

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away (8)

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awfully (1)

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B

back (32)

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backwards (1)

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bad (1)

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BakerHostetler (1)

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balance (1)

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ball (2)

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bankruptcy (18)

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Banks (1)

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bar (4)

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bargaining (1)

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base (1)

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based (11)

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bashful (1)

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basically (2)

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basics (1)

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basis (3)

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Bay (1)

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beat (1)

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become (1)

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becomes (1)

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beforehand (1)

 59:12

begin (4)

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beginning (3)

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behalf (13)

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behind (5)

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believes (6)

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below (2)

 20:19;57:1

bench (1)

 143:7

beneficial (1)

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benefit (3)

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benefits (1)

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Bennett (23)

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 6,19;110:6,19,20;

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 8;140:21

Bennett's (1)

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best (6)

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bets (2)

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better (4)

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beyond (2)

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big (12)

 25:22;26:9;32:1;

 43:21;75:6;80:12;

 83:20;85:11;99:19;

 101:14;120:22;131:5

bigger (1)

 48:3

biggest (1)

 30:13

bill (1)

 128:16

billion (48)

 9:5;11:9;12:20,20;

 19:1,8;22:9,13,16,17;

 42:20;43:4,19,20;

 44:12,13,21;45:5,10,

 22;46:4;47:19;49:2,4,

 8;50:3,22;55:22,23;

 62:12;67:5,8,14,19;

 87:18;109:10;112:7,

 14;113:21;114:16;

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 119:1,7;120:21;

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billion-and-a-half (1)

 68:2

billion-dollar (1)

 112:23

billions (5)

 42:17;44:4,5;60:13;

 73:3

binary (1)

 94:16

Binder (1)

 95:6

binding (2)

 9:21;50:4

bit (3)

 36:12;93:6;138:12

blackline (1)

 20:8

blah (5)

 140:7,7,8,8,8

blocked (1)

 21:23

blocking (2)

 49:19;52:25

blocks (1)

 36:3

blood (1)

 131:1

board (2)

 64:17;88:4

BOKF (1)

 121:14

bond (3)

 54:9;84:14;95:13

bondholder (10)

 35:15;36:7;47:2;

 59:3;61:25;64:5;88:17;

 106:25;107:12;121:22

bondholders (20)

 11:16;18:11,18;35:8;

 38:14;39:7;46:16;54:3;

 62:8;63:6;64:2,24;

 68:9;109:1;116:16,20;

 121:21;122:6;130:19;

 135:18

bondholder's (1)

 141:20

bonds (6)

 95:15;97:10;105:17,

 25;106:1;123:11

book (2)

 14:7;65:14

both (10)

 35:10;38:18;82:18;

 88:13;98:24;108:18,

 21;132:3;133:7;135:7

bottom (1)

 112:21

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of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

bound (1)

 88:2

breadcrumbs (1)

 44:10

break (4)

 66:1;110:21,24;

 123:18

breaker (1)

 94:2

breaking (1)

 121:19

bridge (1)

 50:20

brief (6)

 6:22;7:17;83:12;

 101:11;102:23;138:1

briefed (3)

 25:7;89:14;107:19

briefing (12)

 23:10;24:13;37:12;

 70:21;78:15;93:21;

 137:13,14;143:13,19;

 144:5,7

briefs (2)

 21:17;72:1

bring (2)

 28:8;86:1

broad (2)

 6:11;22:24

broader (1)

 98:7

broken (2)

 70:10,11

broker (2)

 44:15;142:4

brought (4)

 89:1,8,8;96:18

Bruce (1)

 105:12

Bruno (1)

 125:24

build (1)

 37:10

building (2)

 36:3;94:13

bullet (1)

 123:6

bunch (1)

 119:24

burden (2)

 97:7,12

burned (1)

 41:22

business (4)

 74:13,20;75:18;

 140:22

businesses (2)

 124:24;125:18

Butte (3)

 77:4;120:20;125:24

buying (1)

 50:6

C

Cabraser (1)

 127:25

CAL (1)

 70:14

calculated (1)

 44:13

calculation (1)

 5:8

calendar (11)

 8:12,13;15:20;17:20;

 21:21;24:1;33:18;

 42:25;139:2;141:7;

 144:22

calendars (1)

 111:6

CALIFORNIA (7)

 5:1;70:12,13;75:9;

 95:20;97:19;98:25

Californians (1)

 96:23

Call (4)

 5:3;15:15;135:12;

 137:15

called (7)

 20:18;21:6;68:18;

 107:7;121:18,20;131:2

calls (2)

 119:13;144:2

came (5)

 80:11;120:20;

 123:18;136:5;142:4

camera (1)

 58:2

Camp (2)

 125:11,14

Campora (1)

 125:22

can (85)

 6:22;11:14;13:9,23;

 14:5;15:5,12;19:20;

 23:9;24:12;32:18;33:3,

 11;34:4;35:13;37:9,25;

 39:19;44:9,20,21;45:9,

 13;47:10,12;49:22;

 54:15;55:5,9;57:14,25;

 58:6,9,11,12;60:4;61:6,

 11,20;63:4;64:13;

 72:21;74:25;76:10;

 81:5,6;84:6;85:13,13,

 14;89:7;90:9,11;91:17;

 94:23;95:17;96:23;

 97:5,7;101:10;102:15;

 103:20;108:15;110:3;

 112:2,18;115:14,17;

 116:3;123:20;125:3;

 126:17,19;131:13;

 132:14,15,16,18;

 137:15;138:11;140:12;

 141:4;143:14,19,23

cancel (1)

 139:4

cap (7)

 43:3;44:13;45:4;

 62:11;116:23;120:1,6

capability (1)

 82:8

capable (1)

 56:12

capital (4)

 36:9;112:23;113:12,

 18

capped (3)

 42:20,20,21

capping (1)

 46:12

care (11)

 5:12;55:13;58:7;

 97:23;104:24,25;

 114:1;121:25;131:8;

 140:16;141:13

carefully (1)

 108:23

carried (1)

 53:16

cart (2)

 54:4,7

carved (1)

 112:14

case (33)

 18:24;19:22;41:5,18;

 42:22;46:20;48:13;

 53:12;63:20;72:12;

 73:10,13;77:9;82:14;

 83:14,20,20;84:7;

 89:19;91:3,4;94:21;

 104:13;110:16;121:2;

 122:22;123:2;124:4;

 129:9;133:22;142:2,9;

 143:5

cases (10)

 11:12;19:2;41:10;

 44:15;54:14;103:2;

 125:24;132:9,11;135:5

cash (4)

 11:8;49:8;50:4;

 112:23

cashometer (1)

 66:25

category (1)

 22:25

caught (1)

 99:21

cautious (1)

 97:9

Cecily (2)

 16:15;40:17

cell (2)

 15:10,11

certain (5)

 15:1;49:4;50:15;

 84:16;116:10

certainly (16)

 11:14;19:13;21:1;

 25:15,20;30:14;32:23;

 34:1;48:15;54:11;60:5;

 97:7;98:16;109:17;

 133:23;143:19

certainty (2)

 105:6;109:11

cetera (3)

 32:24;33:12,13

challenge (3)

 52:8;100:17;121:4

challenged (1)

 132:14

challenges (1)

 26:12

chambers (1)

 84:1

chance (4)

 84:4;105:7;109:23;

 140:15

chances (2)

 21:8;84:2

change (7)

 21:5,15;47:10,12,15;

 87:20;116:1

changed (1)

 31:23

changer (2)

 85:20,21

changes (4)

 6:8;20:9;134:3;

 139:23

changing (2)

 133:14;134:4

channels (1)

 129:2

Chapter (6)

 12:23;20:18;50:4;

 94:22;103:1;105:1

charge (1)

 115:9

checked (1)

 111:7

checking (1)

 111:6

checklist (2)

 18:15;69:25

checks (1)

 36:8

chess (1)

 41:23

chips (1)

 37:7

choice (1)

 44:5

choir (1)

 39:19

choose (4)

 15:7;47:13;97:5,7

chooses (1)

 96:24

chores (1)

 20:5

chosen (1)

 141:25

chunks (1)

 97:18

circle (1)

 119:3

circles (1)

 85:2

circling (1)

 94:11

Circuit (7)

 69:17,17,24;89:19;

 100:7;101:23;128:7

circumstance (3)

 89:5;90:16;94:16

circumstances (1)

 19:17

cite (1)

 91:4

citing (1)

 91:3

city (1)

 98:17

Civil (1)

 72:16

claim (24)

 9:10,11;19:1;22:25;

 31:9;43:5;45:18;49:8;

 50:4;71:3;73:8;76:19;

 77:17,23;78:21,24,24;

 79:2;88:24,25;127:22;

 136:21,22;144:9

claimant (3)

 10:3;87:13;137:4

claimants (35)

 7:21;9:25;13:11;

 16:18;18:25,25;19:9,

 14;25:5;40:18;51:9;

 62:2,18;64:1;69:8;

 77:2,14,15;86:17;

 89:24;112:2,7,15;

 113:1;114:15,23;

 115:10,10;117:9;

 118:1;120:15;123:12;

 131:20;135:2,9

claimants' (2)

 118:12,13

claimant's (1)

 13:15

claimholder's (1)

 144:9

claiming (1)

 19:7

claims (109)

 9:4,19,20;11:11;

 13:14;14:4,9;23:16;

 24:3,4,11,14;25:9,11;

 26:3,22;30:1,17,20,24;

 31:3;37:19;42:10,11,

 18,19;43:3;45:19;46:4,

 21;54:1;55:5,9,11;

 56:25;64:6;69:8;70:14,

 22;71:13;72:25,25;

 73:2,14,17,22,25;

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of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 74:22;75:1,2,19,22;

 76:5,10,16,23,23,25;

 77:4,6,12,12;78:5;79:6,

 11;86:22;88:19;91:20;

 98:22;107:23,25;

 109:8;112:1;113:19;

 115:17,22;116:18,24;

 117:8;118:17,23;

 119:13;120:2,6;123:8;

 125:3;126:4,15;127:4,

 7;128:5,6,7,8;129:3,10;

 130:22;131:19;132:3,

 4;134:23;135:22;

 136:3,20,21;137:16,18;

 143:24;144:2

clarification (2)

 21:13;86:21

clarify (2)

 104:10;115:15

clarity (1)

 14:3

class (22)

 10:4,5,9,18,24,25;

 11:7;22:7;25:9;28:2,

 17,25;29:1;77:15,18,

 19,23;86:21;87:10;

 110:2;113:7;114:8

classes (7)

 10:24;28:21;33:15;

 54:9;77:12,13,20

classification (1)

 105:1

classification's (1)

 33:12

classified (1)

 79:18

class-on-class (5)

 88:17,22;90:4,11,18

clauses (1)

 69:16

Clean (1)

 98:5

clear (7)

 10:22;107:1;114:2,

 19;116:15;141:21;

 142:8

cleared (1)

 111:8

clearer (3)

 52:24;106:3,3

clearing (1)

 42:25

clearly (5)

 10:18,18,24;36:14;

 53:7

CLERK (5)

 5:6,20;8:17;15:10;

 111:2

clever (1)

 50:1

client (8)

 23:3;36:11;38:15;

 45:3;77:19;78:8;89:17;

 98:16

clients (10)

 42:11;44:24;48:3;

 56:4,14;57:23;110:11,

 14;117:17;139:16

client's (1)

 94:14

close (5)

 30:18;87:10;109:12;

 118:22;140:22

cocounsel (1)

 70:12

Code (3)

 32:24;53:10;80:1

cold (1)

 135:17

collar (1)

 120:1

colleagues (2)

 129:20;130:14

collectively (1)

 43:3

colloquy (1)

 33:7

comfortable (2)

 25:25;27:15

coming (9)

 56:18;60:6;93:11;

 106:14;123:11;127:3;

 129:1;130:10;144:16

commenced (2)

 13:2;135:5

commencement (1)

 103:17

comment (10)

 14:16;35:14;47:9;

 59:19;86:4;91:25;

 140:2,3;144:15,17

commenting (1)

 99:4

comments (12)

 6:1;14:17;22:4;

 29:10;40:20;41:12;

 111:17,17;115:15;

 123:17;124:15,19

commission (3)

 102:25;103:9,20

commitment (5)

 67:11,12;68:1;

 106:22,24

commitments (10)

 12:19,21;13:12;

 45:18;46:14;66:24;

 67:4,19;68:6;69:2

committed (1)

 68:2

committee (22)

 9:19;13:15;16:18,24;

 18:11,25;34:1,16,17,

 22;35:3,25;37:5;40:16,

 18;59:4;61:14;96:20;

 115:10;127:24;135:2,9

committees (1)

 34:2

committee's (1)

 40:11

common (1)

 63:8

communicate (2)

 53:8;135:14

communication (1)

 134:13

communities (1)

 41:22

companies (6)

 48:14;50:6;53:2,18,

 23;117:8

company (13)

 31:5;44:16;46:25;

 87:22;89:1;103:7;

 106:22;112:8,22;

 116:19;119:20;135:6;

 141:24

company's (3)

 92:15;142:7;143:25

compares (1)

 106:23

compensate (1)

 82:6

compensated (1)

 84:3

compensation (2)

 125:1;126:9

compete (1)

 81:20

competing (24)

 20:21;25:23;27:4;

 52:4,5,24;55:2;56:22;

 60:19;61:22;63:13;

 64:12,14,16;70:7;

 89:21;104:1;122:8;

 123:7,24;131:22;

 132:11;134:9;136:11

Competition (1)

 113:25

competitive (2)

 84:4;121:2

complained (2)

 43:16;48:1

complaints (1)

 134:12

complete (3)

 42:6;68:5;130:19

completely (5)

 63:25;69:1;114:17;

 121:1;130:15

complex (2)

 32:22;52:19

complicated (6)

 32:23;52:21;56:14;

 101:19,19;135:11

complies (1)

 100:12

comply (2)

 19:9;95:10

component (1)

 65:6

comprehensive (1)

 7:20

compromise (1)

 46:21

compromises (3)

 107:7,15;108:1

concede (1)

 45:11

concept (1)

 106:7

concern (1)

 142:19

concerned (6)

 31:12;78:12;105:15;

 109:25;127:6,6

concerns (1)

 104:21

concerted (2)

 128:3;135:4

conclude (1)

 52:23

concluded (1)

 145:2

concrete (2)

 43:17,17

condemnation (5)

 21:16;42:24;46:2;

 71:24;138:4

condition (1)

 105:23

conditioned (1)

 45:22

conducted (1)

 18:7

confer (6)

 23:19;24:2,12;26:25;

 70:22;76:1

conference (16)

 5:9;6:18;7:11,18;

 18:15;37:4;52:13,16;

 53:20;54:2;59:9,10;

 66:19;69:21;95:8;

 103:16

conferred (1)

 112:3

confident (3)

 28:14;30:19;68:3

confirm (2)

 13:23;45:25

confirmable (1)

 57:13

confirmation (16)

 25:20,22;26:16,17;

 27:13;28:9;33:4,19;

 37:13;38:1,23;39:17;

 88:3,13;123:23;132:1

confirmed (2)

 33:13;45:23

conflating (1)

 89:23

conflict (1)

 17:13

conflicting (1)

 95:22

confusion (1)

 20:24

conjunction (1)

 81:25

connection (14)

 18:6;59:18,20;62:1;

 66:18;70:14;91:12,14;

 92:15;106:18;109:3;

 115:8,18;116:13

cons (1)

 140:9

consensual (2)

 6:9;36:4

consensus (2)

 19:20;37:11

consequences (1)

 56:9

consider (7)

 19:25;64:20;88:12,

 21;97:17;103:20;138:5

consideration (4)

 103:10;105:7;

 121:19;129:9

considered (4)

 33:16;78:6;129:13;

 130:8

considering (1)

 109:9

consistent (1)

 24:1

constituencies (2)

 110:14;142:7

constituency (7)

 13:15;45:2,10,11;

 52:8;54:18;73:13

constituents (3)

 41:25;52:25;53:13

constitution (1)

 98:25

constructive (2)

 46:21;105:2

consulted (1)

 42:5

contemplate (1)

 61:5

contemplated (1)

 62:11

contention (3)

 29:25;64:7;114:18

contentious (1)

 57:15

contest (1)

 56:12

context (2)

 26:9;49:8

continue (2)

 14:2;93:22

contract (1)

 38:7

contractual (1)

 28:3

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of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

contrary (3)

 98:24;130:3;131:15

Control (1)

 70:15

controlling (1)

 97:8

convenience (2)

 23:25;110:25

convenient (1)

 15:17

conversation (5)

 81:6,7,9;130:25;

 144:10

conversations (4)

 9:23;61:15;73:20;

 108:10

cooperative (1)

 56:10

coordinate (2)

 72:21;91:6

coordination (1)

 108:20

copy (1)

 29:14

cornerstone (1)

 49:18

corporate (2)

 75:16;79:5

Corporation (1)

 5:6

corral (1)

 72:23

cost (1)

 136:5

costs (1)

 42:22

counsel (18)

 5:24;26:25;29:10;

 34:14,16;71:20;76:1;

 80:25;94:5;96:21;

 104:19;111:10;112:3;

 121:14;127:18,18;

 136:18;137:25

counsels' (1)

 58:6

count (1)

 125:18

counting (1)

 20:16

County (2)

 98:17,18

couple (7)

 6:18;20:4;21:12,13;

 105:14;131:9;141:8

course (16)

 13:8,13;14:1,23;

 16:2;58:16,20;60:3;

 65:4;73:11;115:19;

 119:23;120:3;122:25;

 132:24;134:1

Court (668)

 5:3,4,8,12,15,19,21;

 6:2,4,6,10,10,14,17,23,

 25;7:3,5,8,14,24,25;

 8:3,6,11,15,18,22;9:1,

 6,10,13,15,17;10:2,7,

 12,14,16,20,22;11:2,6,

 18,21,23;12:1,4,7,11,

 14,16;13:4,7,18,19,25;

 14:11,14,15,19;15:4,9,

 11,11,13,15,22;16:2,4,

 8,12,14,16,19,21;17:2,

 3,7,8,9,10,12,15,17,22,

 25;18:2,9,13;19:3,6,11,

 18,23,25;20:1,3,13;

 21:2,4,8,11;22:11,14,

 16;23:2,5,8,13,15,22;

 24:4,8,15,17;25:12,14,

 18,21;26:1,8,21,23;

 27:1,3,6,10,12,17,21,

 25;28:5,7,9,11,16,20,

 24;29:7,12,16,18,20,

 23;30:5,8,11,16,21,23;

 31:1,4,6,12,17;32:5,9,

 12,14,15,19;33:7,11,

 22;34:3,10,12;35:18,

 23;36:1,5,17,21;37:17,

 21;38:2,11,18,20,25;

 39:2,10,18,23,25;40:2,

 12,14,23;41:3,7;42:2,

 15;43:1,5,11,11,14,20,

 23;44:1,3,11,17,19;

 45:9,14,18,21,23,24,

 25;46:7,9,23;47:1,4,8,

 11,12,15,17,23;48:1,7,

 9,11,12,15,17,21,23,25;

 49:11,13,15,17,20,22;

 50:7,9,11,14,16,20;

 51:3,6,8,11,16,19,22,

 24;52:1,3,10,14,16,23;

 53:9,10;54:5,7,13,15;

 55:11,14,16,18,20;

 56:3,17,21;57:2,5,9,11,

 18;58:1,3,5,11,12,13,

 14,17,21;59:2,6,10,11,

 14,17;60:9,16,18,21;

 61:1,2,8,11,12;62:4,6,

 13,15,21,23;63:10,14,

 17,22;64:8,10,13,23;

 65:2,12,14,17,21,24;

 66:1,3,5,10,12,16,20;

 67:7,10,12,15,17,19,21,

 24;68:14,16,18,22;

 69:12,13,14;70:3,5,10,

 17,24;71:2,6,9,12,16;

 72:3,6,10,15,20;73:6,9,

 11,16,19,21,24;74:4,

 14,17,23;75:3,6,10,12,

 16,20,23;76:2,8,11,15,

 19,24;77:16;78:2,16,

 19;79:1,4,9,13,20;80:4,

 7,13,16,19,23,24,24;

 81:3,12,12,23,24;82:1,

 3,5,8,9,11,13,13,16,23;

 83:4,8,11,18,22,24,25;

 84:8,12,17,20,22;85:1,

 4,5,7,15,18,23;86:4,6,8,

 18,25;87:2,5,9,12,19,

 21,23;88:9,12,15,20,

 21;89:2,4,6,8,9,11,12,

 13;90:1,6,9,11,17,19,

 21,23,25;91:9,13,21;

 92:3,5,8,11,17,19,23;

 93:1,5,24;94:1,8,12,17,

 25;95:2,4,9,17,22,24;

 96:4,7,12,16,22;97:4,6,

 11,14,16,21,23;98:1,3;

 99:2,4,7,10,13,24;

 100:3,6,9,12,16,19;

 101:7,16,23;102:1,3,5,

 11,16,21;103:3,6,24;

 104:4,7,9,17,24;105:5,

 9,11,20,22;106:6,13;

 108:3,5,17;109:6;

 110:5,18,20;111:3,20;

 112:2,11,16,20;113:3,

 5,10,13,20,23;114:1,8,

 10,13,20,24;115:1,4,6,

 11,19,25;116:7,9,11,

 14,17;117:4,10,15,21,

 24;118:2,4,7,10,15,21;

 119:11,18,23;120:3,5,

 7,13,20;121:3,7,11,23;

 122:1,4,7,9,11,24;

 123:19,25;124:6,8,11,

 14,16,16;125:8,9;

 126:10,13,22,25;127:2,

 10,12,16;129:6,18,19,

 20,21;130:16,20,23;

 131:6,8,14,21;132:5,

 10;133:1;134:2,16;

 135:10;136:8,18,25;

 137:4,6,8,10,22;138:8,

 17,19,21;139:9,18,22;

 140:1,5,16,18,21;

 142:11;143:16;144:18;

 145:1

courtroom (7)

 17:20;41:25;53:14;

 91:16;97:6;111:19;

 144:19

courts (2)

 43:2;109:4

Court's (4)

 47:9;74:24;84:2;

 107:24

covered (1)

 115:2

CPUC (8)

 13:1;29:14;32:22;

 33:9;97:22;104:2,21,

 24

cramdown (2)

 33:15;39:9

cramming (1)

 132:1

Cravath (1)

 42:7

crazy (1)

 36:24

creating (2)

 28:17;101:2

creative (1)

 32:21

credibility (3)

 109:2,19;111:18

credit (2)

 32:20;123:19

creditor (6)

 22:17;31:8;41:5;

 63:8;65:3;79:24

creditors (8)

 22:17;34:23;35:10;

 39:5;77:13;87:22;

 116:3;122:5

creditors' (2)

 34:16;61:14

critical (7)

 20:9;33:9,18;63:19;

 95:9;99:16;143:18

cross (1)

 50:20

cross-purposes (1)

 142:20

crossroads (1)

 18:23

crystal (1)

 126:3

crystalized (1)

 33:24

cumbersome (1)

 20:15

current (2)

 77:25;103:13

currently (1)

 8:23

cut (5)

 81:14,15;94:18;

 100:23,23

cute (2)

 53:4,5

D

damage (5)

 74:12,21;75:2,18;

 76:5

damages (1)

 76:7

date (28)

 8:15;13:10;14:10;

 15:2,7;16:23;17:1;

 18:2,7;20:19,23;21:21,

 22;22:1;24:4;30:18;

 31:16;37:5;50:15;56:4;

 58:8;80:10;92:13;

 103:17;105:24;129:12;

 133:22;137:14

dates (7)

 9:2;15:4;16:5;21:25;

 23:24;111:8,9

dating (1)

 104:20

day (17)

 15:18,19;34:3;41:10;

 48:19,24;58:8,11;

 77:10;83:18;99:15;

 105:13;108:15;114:4;

 132:17;143:16;144:22

days (8)

 15:19;17:3;45:5;

 109:22;133:7;138:25;

 139:12,13

dead (3)

 92:2,8;114:5

deadline (13)

 26:15;30:24;73:22;

 77:1;103:11;104:16;

 105:8;127:18;128:1,

 21;129:5,10;141:2

deadlines (2)

 32:22;103:7

deal (22)

 26:10;29:3;32:22;

 35:7;36:4;39:12,15;

 40:8;41:25;54:24;

 56:15;69:20;76:15;

 91:14;94:2,18;126:17;

 131:3,4;134:9;138:25;

 143:22

dealing (3)

 31:9,19;128:21

deals (3)

 55:24;94:11;95:18

dealt (4)

 29:9;54:18,22;56:18

death (1)

 78:17

debate (3)

 64:13;79:21;85:25

debated (1)

 129:13

debating (1)

 132:6

debt (4)

 26:3;55:7;137:18;

 144:2

debtor (30)

 21:17;26:15;29:25;

 31:8;40:19;51:14;

 54:25;55:2;63:8,19;

 70:23;74:24;77:16;

 78:15;81:5;83:1;84:6,

 9,9,11;85:9;97:9;

 101:9,21;108:18,20;

 116:1,2;130:3;141:4

debtors (32)

 5:24;7:10,19;12:18,

 23;13:23;33:11;41:15,

 17;43:2;45:17;46:18;

 47:10;48:7;49:3;50:25;

 53:22;57:17;59:23;

 61:15;63:1;68:3,8,25;

 71:14;78:20;103:12;

 107:9;108:12,25;

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(5) contrary - debtors Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 151

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 131:1;136:3

debtors' (24)

 6:11;7:12;13:2;

 16:25;38:4;41:14;42:9,

 18,21;44:5;46:5,11;

 52:8,20;57:13;62:19;

 65:9;66:15;69:4;71:4;

 76:1;107:5;121:5;

 137:17

debtor's (1)

 141:4

December (2)

 21:22;47:10

decide (2)

 93:23,24

decided (3)

 21:18;46:20;107:19

decides (3)

 45:18;92:13;94:12

decision (3)

 83:14;96:23;143:1

decline (1)

 142:11

declined (2)

 128:2;134:23

decree (1)

 23:24

decrees (1)

 46:3

defend (1)

 44:23

defer (4)

 14:2;86:2;132:17,18

deferred (1)

 133:19

defined (4)

 12:12;26:2,3;102:13

definitely (1)

 83:10

definition (6)

 8:19;22:24;23:17;

 98:8,10,21

definitions (3)

 12:17;100:4;101:6

definitive (1)

 69:22

delay (7)

 16:24;18:19,21;

 19:20;27:19,20;81:21

delaying (1)

 133:17

delighted (1)

 135:16

delta (1)

 117:21

denied (1)

 16:22

Dennis (1)

 34:22

deny (2)

 45:4;123:1

denying (1)

 31:20

Department (4)

 62:8;70:15;72:17;

 98:14

dependent (1)

 105:16

depending (1)

 60:13

depends (2)

 7:16;136:17

depositions (2)

 18:7;59:25

deputy (2)

 17:20;144:19

derail (1)

 60:6

described (1)

 103:16

describing (1)

 65:17

deserve (2)

 41:23;126:9

designate (1)

 142:12

designation (1)

 26:17

despite (3)

 11:15;54:20;126:18

destroyed (2)

 124:24;125:11

details (2)

 106:17;122:13

determination (3)

 37:23;70:21;132:2

determinations (1)

 90:15

determine (1)

 132:4

determined (2)

 43:2;60:15

determining (3)

 86:3;90:16;131:19

detrimental (1)

 116:20

development (1)

 35:9

developments (1)

 35:1

devious (1)

 31:7

devolve (2)

 7:12;14:22

dialogue (1)

 109:24

Dictionary (1)

 12:7

differ (2)

 23:18;76:3

differed (1)

 55:4

difference (6)

 77:7;106:25;116:3;

 130:17;131:5;136:24

differences (1)

 116:4

different (20)

 15:7;31:10;35:6;

 36:8;46:13,13;63:8;

 75:7;77:18;78:9,10,23;

 79:13,25;85:12;93:10;

 107:13;115:6;116:2;

 134:6

differently (1)

 14:5

differs (1)

 79:24

difficult (1)

 56:13

dilute (1)

 46:15

diluted (1)

 46:17

diminished (1)

 72:24

direct (2)

 125:22;142:22

directed (1)

 143:6

directing (1)

 143:1

direction (1)

 124:5

directly (1)

 125:23

disagree (15)

 28:6;34:6;45:7,9;

 59:17;78:21;88:13;

 96:13;101:10;106:10;

 130:13;131:23,25;

 132:5;133:3

disagrees (1)

 78:3

disappointing (1)

 57:16

discharged (1)

 9:5

disclosure (11)

 10:14;14:3,6,7,12;

 26:10;32:6;33:1;60:17;

 87:15;133:18

disclosures (1)

 38:13

discount (2)

 51:17;71:18

discounting (1)

 116:22

discouraging (1)

 30:1

discovery (9)

 18:5,9,12;42:7;

 59:19,20,23;60:6;

 93:20

discrete (4)

 63:3,5;122:1;137:19

discuss (4)

 41:16;87:1;104:19;

 143:18

discussed (1)

 22:1

discussing (1)

 133:8

discussion (10)

 22:21;23:23;62:24;

 69:23;71:10;76:13;

 104:17;129:8;130:6;

 134:13

discussions (5)

 108:24;110:8;

 130:17;142:14,15

disingenuous (1)

 81:17

dismissiveness (3)

 42:6;44:24;53:9

disparage (1)

 110:16

disparate (1)

 77:14

disparately (1)

 79:18

dispute (6)

 35:24;63:7;65:2;

 76:9,12;89:10

disputed (7)

 76:10,16,22;77:5;

 79:2,11;136:20

disputes (4)

 76:15;77:9,10;107:7

dissenting (1)

 10:9

distributable (1)

 46:24

district (8)

 17:2,9;32:14;58:13;

 59:10;76:8;129:21;

 142:25

divide (1)

 136:20

Division (1)

 72:17

divorced (1)

 109:13

doable (1)

 57:22

dock (1)

 26:10

docket (3)

 73:24;144:20,21

doctrine (3)

 88:12,23;90:12

doctrines (1)

 89:20

document (12)

 21:5;50:24;60:1;

 69:23;79:21;100:1;

 105:17;106:3;107:13;

 113:6;120:14;141:22

documentation (1)

 67:23

documented (1)

 7:22

documents (7)

 8:6;35:12;53:23;

 67:3;93:7;107:1;

 139:16

dog (1)

 116:16

dollar (5)

 12:20;19:1;49:8;

 50:4;113:7

dollars (33)

 9:5;11:9;12:20;22:9,

 13,16,17;38:9;42:20;

 45:10;46:4;47:19;49:4;

 50:22;60:13;62:12;

 67:5,14;68:2,11;74:12,

 20;77:17;109:11;

 112:7,14;113:22;

 114:16;118:25;121:16;

 128:14;132:12;136:6

Donato (19)

 13:18;17:22;31:23;

 42:24;43:14;44:4;46:1,

 3;80:11,12;81:25;

 82:11,18;84:10,15;

 85:10;130:7;138:10;

 142:15

done (13)

 65:24;93:4;94:21;

 98:11;104:18,19;

 113:17;117:1;127:23;

 132:8,10,15;135:6

doubt (2)

 10:20;21:10

down (13)

 19:1;31:22;34:4;

 39:6;46:19,19;56:18;

 63:18;91:24;105:2;

 130:10;132:1;139:12

downstream (1)

 69:21

draft (1)

 77:20

drafted (2)

 50:25;70:25

drafts (1)

 41:13

drill (3)

 28:16;83:5;85:18

drive (2)

 72:23;73:12

due (1)

 132:24

Dumas (117)

 16:8,9,13,15,15,17,

 24;17:5,9,14,16,21,24;

 18:1,18;30:15;40:15,

 17,18,24;41:4,8;42:17;

 43:10,13,19,21,25;

 44:2,7,12,18,25;45:7,

 13,15,21,22;46:6,8,10,

 24;47:2,6,9,14,16,21,

 25;48:6,8,10,12,16,18,

 22,24;49:1,12,14,16,

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of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 18,21,24;50:8,9,10,12,

 15,19;51:2,4,7,9,12,17,

 21,23,25;52:2,9,13,15,

 17;54:6,11,14,15;

 55:10,12,15,17,19,20;

 56:1,16,20,22;57:4,8,

 10,12,24;58:2,3,4,10,

 13,16,20;63:1,1,17;

 72:24;73:2;94:1;108:9

Dumas's (1)

 47:18

DUNNE (24)

 34:21,22;35:21,24;

 36:2,6,18;37:1,20,24;

 38:3,17,19,24;39:1,3,

 11,22,24;40:1,10,13,

 14;94:10

during (2)

 123:18;134:25

E

eager (1)

 104:14

earlier (5)

 33:10;40:4;124:3;

 128:12;129:12

early (8)

 14:12,16;26:16;29:9;

 88:12,23;109:6;132:25

easily (1)

 125:18

east (1)

 138:14

easy (1)

 10:8

echo (1)

 106:16

economics (1)

 87:20

effect (2)

 26:16;123:7

effective (3)

 105:24;126:4;136:7

effectively (3)

 90:2;135:1,19

efficiencies (2)

 59:14,16

efficient (1)

 26:9

effort (4)

 45:16;128:4;135:4,5

efforts (1)

 11:15

eight (2)

 10:1;48:14

eighteen (9)

 22:8,9,15,16,17;

 77:21;98:12;117:16,16

eighty-five (3)

 9:17,18;88:1

either (12)

 10:20;14:12;15:23;

 21:25;23:19;33:15;

 36:20;78:7;79:6;

 130:12;141:20;143:2

elaborate (1)

 13:9

element (1)

 39:8

eleven (18)

 11:9;48:14;49:1,7;

 50:3,22;87:18;112:6,

 13;114:16;117:12,14,

 15,19;118:1,1;119:6;

 129:24

eleven- (1)

 112:22

eleven-billion- (1)

 113:6

eleven-billion-dollar (3)

 62:18;86:21;93:8

eliminating (1)

 109:18

Elliot (1)

 11:16

else (10)

 22:4,14;34:19;40:8;

 58:18;102:6;118:25;

 120:24;132:7;135:13

emails (1)

 108:10

embarrassment (1)

 101:18

Emergency (1)

 70:16

emphasize (1)

 136:2

employed (1)

 74:19

employer (1)

 74:11

enacted (1)

 106:1

encourage (4)

 94:12;98:6;99:22;

 127:23

encouraging (1)

 99:15

end (9)

 35:5;94:4;99:9,18,

 19;100:20,21;105:18;

 141:15

endless (1)

 101:12

engaged (1)

 141:19

engaging (2)

 135:7,19

Engel (24)

 86:12;98:3,4,4;99:3,

 6,8,12,14;100:2,5,8,11,

 15,18;101:1,15,17,25;

 102:2,4,10,14;143:4

enormous (1)

 110:13

enough (5)

 49:6;84:15;115:21;

 133:23;142:17

ensure (2)

 124:25;129:3

enterprise (1)

 44:16

entire (1)

 63:20

entirely (2)

 59:21;88:22

entirety (1)

 41:18

entities (24)

 18:24;22:6,8,12,20;

 23:17,23;29:7;34:18;

 42:13,14,20;49:4;75:1;

 76:6;77:21;78:9;98:10,

 13;117:10,11,13,16;

 143:24

entitled (8)

 51:10;124:25;128:5;

 129:3;131:18;132:22,

 23;133:15

entity (10)

 22:24;42:11;75:3,5,

 6,16;78:8;120:19;

 136:23,23

equally (1)

 112:12

equitable (1)

 39:9

equity (14)

 11:9;12:19;13:12;

 42:22;44:10;46:14;

 59:24;105:13;106:22;

 125:2;131:17;132:2,

 14;142:8

essentially (1)

 134:5

establish (1)

 76:10

establishing (1)

 13:14

estate (2)

 65:15,18

estimatable (3)

 23:18;77:6;78:7

estimate (7)

 46:3;55:5,23;74:25;

 119:15;125:20;137:16

estimated (4)

 22:20;76:7;118:2;

 131:19

estimates (1)

 44:4

estimating (1)

 37:19

estimation (26)

 31:21;32:10;42:25;

 45:15;53:24;71:4;

 74:25;76:8,23;78:21,

 23;84:16;103:13;

 118:5,14,19;119:14;

 125:20;130:2,2,9,11;

 131:16;132:6;136:10;

 143:23

estimations (1)

 13:17

et (3)

 32:24;33:12,13

evaluate (2)

 132:23,23

evaporate (1)

 50:12

even (38)

 7:6;10:2;15:18;20:5;

 25:23;27:3;32:19;

 36:21;38:20;40:8;42:6;

 48:3;50:2,5,22,25;

 55:1;61:17;73:22;

 76:22;77:5;82:20;

 84:22;87:12,16;88:2,5;

 89:6;90:2,2;98:6,17;

 109:11;127:21;128:12;

 133:6,12;136:9

evening (1)

 15:2

event (4)

 10:6;57:13;107:21;

 110:9

events (1)

 134:6

everybody (8)

 58:23;72:12;88:4;

 93:20;121:2;127:5;

 130:9;138:12

everybody's (1)

 54:20

everyone (7)

 5:4;110:21;116:20;

 123:16;142:1,5;144:24

everyone's (1)

 110:24

evidence (2)

 30:9;107:1

evident (1)

 86:24

evolving (1)

 77:13

exact (1)

 94:23

exactly (12)

 26:23;32:13;38:17,

 17;49:14;69:17;71:24;

 91:1;104:3;106:16;

 114:12;118:6

examiner's (1)

 141:10

example (3)

 54:8;77:2;79:15

Excellent (1)

 6:13

except (4)

 44:6;46:1;57:8,10

excess (5)

 9:25;12:19,21;67:19;

 121:15

exclude (2)

 110:22;125:21

exclusive (1)

 135:1

exclusivity (54)

 7:13;14:22;16:25;

 18:21;24:23,24;29:14;

 31:20;36:13,15,23;

 37:6;38:21,22,23;

 40:22;47:25;61:22;

 65:5,5;66:1,6,8;81:13,

 16,21;82:20;83:3,5,12,

 15;84:1,22,24;85:7,25;

 86:3;89:16;91:18;92:6,

 14;93:16,16,19,19;

 103:25;106:19;114:4;

 122:21;124:1;132:20;

 134:5;140:7;142:3

exculpation (1)

 69:16

Excuse (10)

 5:19;25:2;32:2;

 87:14;89:11;101:18;

 103:24;117:15;125:12;

 144:8

exercise (1)

 123:22

exhibit (1)

 8:9

exist (3)

 48:2;50:24;128:24

existed (1)

 67:5

existing (5)

 21:25;46:14;104:6;

 131:17;132:1

exit (1)

 12:23

expanded (1)

 98:14

expect (11)

 7:23;8:4;9:25;10:17;

 11:4;74:5;92:16;97:14,

 16;101:3;109:7

expectation (1)

 9:22

expected (1)

 111:6

experience (3)

 19:19;45:3;80:11

experienced (1)

 134:16

experts (1)

 53:24

explain (4)

 45:13;56:13;57:25;

 96:20

explicit (1)

 108:9

expressly (1)

 61:5

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PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

extending (1)

 128:11

extension (3)

 127:4;133:5,5

extensive (1)

 106:21

extent (10)

 46:2;84:16;95:10;

 104:20;120:13;126:4,

 8;127:16;128:24;

 135:22

extraordinarily (1)

 108:23

extraordinary (1)

 136:1

extremely (2)

 50:1;127:19

F

face (1)

 47:9

face-to-face (1)

 135:12

fact (13)

 44:22;62:6;64:18;

 78:8;89:7;101:21;

 107:5,20;108:9;

 119:15;126:18;128:4;

 129:4

factor (1)

 38:1

facts (2)

 109:14;128:20

failed (1)

 96:9

fails (1)

 81:8

fair (5)

 39:9;44:14,15;69:14;

 94:24

fairly (3)

 46:16;53:7;54:18

fait (1)

 41:9

faith (3)

 51:13;127:8,13

faithful (1)

 58:17

fall (2)

 36:4;37:7

false (2)

 67:21,22

familiar (3)

 127:14;129:21;142:1

familiarity (1)

 53:11

family (1)

 75:13

far (5)

 31:12;56:24;70:20;

 110:16;122:14

Farr (2)

 9:24;86:16

fashion (1)

 25:5

fatal (1)

 123:15

fault (2)

 141:20,20

favorable (1)

 85:9

feasible (1)

 68:19

Feather (1)

 74:18

February (1)

 103:18

federal (8)

 26:20;71:18;72:18,

 25;76:3,4;129:20;

 136:23

fee (2)

 141:10,10

feel (5)

 14:5;94:10;109:1;

 134:13;142:21

feeling (4)

 80:14,20;108:25,25

feet (2)

 81:6,6

Feld (1)

 59:1

FELDMAN (48)

 86:15,16,18,19;87:1,

 4,6,10,17,20,22;88:8,

 10,16,21;89:3,5,12;

 90:4,7,10,13,18,20,22,

 24;91:6,8,10,22;92:4,6,

 10,12,18,21,25;93:2,

 23,25;94:7,9,19,25;

 95:1,3;111:25;123:6

Feldman's (1)

 123:17

fell (1)

 97:18

fellow (2)

 89:16;124:24

FEMA (6)

 42:17;71:18;72:18;

 76:25;78:23;117:17

fervor (1)

 43:7

few (3)

 35:1;111:19;131:13

field (1)

 63:25

fifteen (2)

 88:2,6

fifth (1)

 54:17

fifty (2)

 19:1;80:13

fifty-five (1)

 44:21

fight (2)

 116:16;138:20

figure (7)

 18:13;102:14;104:5;

 111:10;119:16,18;

 139:7

file (24)

 7:23;8:4;12:3;14:6;

 24:8,11,14;25:8;31:3,

 9;32:18;54:25;65:6;

 71:13;76:19;103:12;

 104:1;115:21;127:18;

 132:22;133:4;139:7;

 140:12;143:15

filed (47)

 6:4;13:7;14:21;21:6;

 23:16;24:3;29:13,24;

 30:18,20;31:18;32:3,7;

 35:8,13;41:5,14;52:5;

 60:25;67:3,7,12;69:22;

 71:3;86:24;92:18;93:7;

 95:8;104:11;106:18;

 108:5;116:10;127:22;

 128:5,6,7;130:2;

 131:22;136:22;138:22;

 139:17,20,21;140:15,

 19,22;144:1

filing (6)

 14:2;30:1;52:6;

 127:19;136:3;141:3

final (3)

 40:5;43:17;83:19

finally (1)

 53:21

Finance (1)

 62:9

financial (1)

 67:1

financing (9)

 13:12;44:12;45:17;

 46:14;66:23;67:2;68:6,

 13;120:1

find (6)

 46:12;53:22,25,25;

 54:1;101:3

fine (8)

 6:20;11:24;37:15;

 71:22;74:2;101:10;

 113:13;121:9

finish (1)

 22:3

finite (1)

 37:22

fire (15)

 31:22;70:15;77:4,15;

 79:16,19;80:6;82:6;

 83:21;84:2;103:14;

 125:11,15,24;130:7

fire-related (1)

 70:14

Fires (1)

 125:16

firm (1)

 9:24

first (24)

 6:20;7:2,4;17:12,12,

 17;18:17;20:5,15;21:6,

 14;35:17;41:11;64:18;

 69:21;88:24;89:14;

 94:22;103:8;105:14;

 109:24;123:23;127:25;

 131:15

fit (1)

 117:18

five (4)

 81:5,6;125:12;

 138:25

fix (2)

 15:5;57:14

flag (1)

 69:4

flagging (2)

 69:13;70:2

flags (1)

 69:23

flaw (2)

 99:5;123:15

flexibility (1)

 139:21

flexible (1)

 138:2

flies (1)

 118:5

flip (1)

 138:24

flipside (1)

 62:25

fly (1)

 29:2

focal (1)

 119:20

focus (4)

 95:8;98:6;106:19;

 140:8

focused (3)

 98:9;114:16,16

folks (4)

 37:22;119:7;121:20;

 122:14

follow (4)

 24:13;44:9;45:1;

 119:5

following (7)

 15:8,19;17:6;29:4;

 33:13;105:19;133:19

follows (2)

 61:19;103:11

forcing (1)

 109:19

foreshadowing (2)

 118:16;120:10

forget (1)

 15:5

forgive (1)

 41:24

forgotten (1)

 144:14

formal (5)

 14:2,6,7;34:1;35:25

forms (3)

 106:24;126:16,18

forth (3)

 122:14;123:18;142:4

fortunate (1)

 115:21

fortunately (1)

 135:8

forty-eight (1)

 139:17

forty-five (1)

 11:10

forward (27)

 6:8;12:24;13:22,24;

 14:6;18:20;25:19;

 36:19;37:11;46:20;

 51:14;52:24;54:14;

 56:23;59:22;60:7;68:5;

 94:12;114:19;122:10,

 22;123:2;124:2;

 133:18;134:1;138:4;

 142:9

forwards (1)

 108:2

found (2)

 69:7;91:2

foundation (1)

 12:22

four (9)

 15:19;35:1;45:5;

 83:14;101:14;128:13;

 133:7;139:12,13

fourteen (4)

 12:20,20;67:8,19

fourth (3)

 54:17;75:25;100:24

Fox (1)

 121:14

frame (1)

 100:25

framework (1)

 103:6

FRANCISCO (2)

 5:1;43:1

Frank (1)

 124:10

frankly (4)

 24:20;91:17;132:7;

 133:16

frequently (1)

 109:16

friend (1)

 46:10

friendly (1)

 42:1

front (4)

 53:7;80:12;100:21;

 116:9

Fulbright (1)

 74:9

full (8)

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(8) extending - full Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 154

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 19:15;83:2;94:20,24;

 108:11;112:6;129:8,9

fully (12)

 6:8;7:22;14:24;75:2,

 19,20;76:22;78:13;

 84:3,3,3;89:14

fund (5)

 12:24;13:24;19:16;

 38:9;119:11

fundamental (3)

 91:19,24;109:2

funded (5)

 26:3;54:9;55:7;

 137:18;144:2

funding (3)

 12:23;95:10;105:25

funds (1)

 99:1

further (4)

 40:10;78:15;101:19;

 137:23

future (1)

 95:15

G

Gallagher (1)

 86:16

gamble (1)

 85:8

game (9)

 41:23;52:3;85:20,21;

 99:9,18,20;100:20,21

gamesmanship (1)

 52:25

gardener (1)

 79:4

Garrison (1)

 102:19

gather (1)

 71:20

gave (3)

 133:4,5,7

gears (1)

 57:18

generally (1)

 144:19

General's (1)

 70:13

generate (1)

 108:1

generated (1)

 106:24

gentlemen (1)

 86:10

genuine (2)

 107:16;140:14

gets (5)

 42:4,5;63:11;108:15;

 128:15

Ghost (1)

 79:15

gift (1)

 98:25

given (4)

 92:25;115:21;136:7;

 140:7

giving (8)

 53:25;81:10;84:24;

 99:13,14;102:11,11;

 139:20

glad (4)

 12:15;53:20;106:9;

 109:4

global (2)

 19:20;36:4

goes (4)

 38:18;60:17;122:10;

 132:12

Good (36)

 5:4,5,7;16:13,16;

 34:20,21;35:13;40:17,

 23;58:25;74:7,8;80:4,

 5;81:18;86:18,19;

 93:15,17;95:5;98:4;

 102:17,18;105:9,11;

 109:18;111:13;113:25;

 121:12,13;124:8,10;

 127:8,12;130:24

Gotshal (2)

 5:23;7:9

government (1)

 73:22

government's (1)

 72:25

grant (2)

 122:25;133:25

granted (1)

 56:24

Great (5)

 6:16;26:9;47:18;

 80:11;85:11

greater (3)

 73:1,2;97:12

group (19)

 7:20;37:22;60:6;

 63:3;77:22;86:17,23,

 23;89:17;106:25;

 108:17,19;111:15;

 124:22;129:25;134:25;

 135:8;136:14;141:23

groups (5)

 29:8;63:8;65:3;66:7;

 79:22

grow (1)

 69:16

guess (7)

 6:11;37:2;55:23;

 106:14;118:4;128:10;

 143:7

Gump (2)

 59:1;111:14

H

half (2)

 45:10;48:14

hand (2)

 64:24;142:17

handle (3)

 61:6,8;138:11

hands (2)

 53:23;135:14

happen (7)

 35:6;56:6,7;84:24;

 107:9;110:12;116:12

happened (2)

 134:7;143:7

happening (1)

 53:15

happens (5)

 37:9;44:3;50:16;

 55:23;68:8

happenstance (1)

 42:12

happy (17)

 24:2;25:24;26:7,24;

 27:15,20;28:8;39:15;

 60:23;72:9;73:13,18;

 76:1;87:1;96:19;

 113:24;145:1

hard (6)

 74:22;75:21;89:25;

 109:15;110:11;118:18

harmony (1)

 82:15

Harris (24)

 86:12;95:4,5,5,21,23,

 25;96:6,11,14,17;97:3,

 5,7,12,15,20,22,25;

 98:1,2;99:4;103:3;

 106:8

Hauer (1)

 59:1

Hays (1)

 80:6

heads (2)

 99:13,14

Health (3)

 74:10,10,16

hear (12)

 34:14;45:16;52:23;

 92:13;93:10,19;101:9;

 111:10;122:21;135:15;

 138:21;141:6

heard (26)

 6:10;12:7;16:10;

 24:18;34:17,19;35:12;

 36:13,20;42:12;58:23;

 62:25;63:17;66:24;

 70:6;87:16;104:19;

 108:13;113:16;118:16;

 121:23;123:16;129:4,

 22;130:9;136:18

hearing (47)

 7:13;8:14,24;9:2;

 14:21,22;16:21;17:18,

 19,22;18:8;21:12;22:1;

 27:13;28:10;35:17;

 37:13;39:14;40:3;52:2;

 57:23;58:10;59:8,21;

 60:2;61:15,21;64:18;

 66:12,22;76:12;80:10,

 12;85:15;106:15,19;

 110:24;112:4;114:4;

 123:23;131:17;132:25;

 137:24;140:23;141:3,

 16;142:3

hearings (5)

 80:18;103:18;109:6;

 137:23;144:21

hearing's (1)

 80:19

heartbroken (1)

 30:24

hedge (3)

 79:4;125:3,4

held (2)

 13:14;143:24

help (3)

 91:6;109:16;127:2

helpful (6)

 21:20;26:8;61:20;

 104:21;109:17;124:4

Here's (5)

 44:14;48:16,18;

 88:16;143:11

Hi (1)

 16:14

hiding (1)

 51:2

hierarchy (1)

 117:19

high (3)

 11:3,4;109:13

higher (1)

 130:1

highest (1)

 54:19

highly (1)

 68:3

HINKER (48)

 60:11,17,20,22;61:3,

 10,13;62:5,10,14,16,

 22;63:9,11,16,21,24;

 64:9,11,22;65:1,4,13,

 16,20,23,25;66:2,4,8,

 11,14,18,21;67:9,11,

 16,18,20,22,25;68:15,

 17,21,24;69:13;70:2,4

hoc (15)

 7:20;11:16;18:11,18;

 34:2;59:3;61:25;63:2;

 86:16,23,23;89:17;

 111:14;134:25;141:23

hodgepodge (1)

 51:14

hold (3)

 117:8;133:21;141:2

holders (12)

 9:18;46:15;59:24;

 62:3,20;64:3;65:8;

 84:14;94:22;105:13;

 106:22;125:2

holdout (1)

 88:5

holiday (6)

 15:3;16:1;17:11,15;

 111:8,8

holidays (4)

 57:21;58:15;133:11;

 138:14

home (4)

 72:23;73:12;75:13;

 79:6

homes (1)

 125:13

homework (1)

 143:11

honest (2)

 44:15;142:4

Honor (209)

 5:14;6:13,24;7:11,

 18;9:23;11:11,13;12:2;

 13:1,14,16,25;14:8;

 15:2,21;16:13;18:5,16,

 22,23;19:15,17,21;

 23:7;30:4,17,19,25;

 32:16;34:21;35:2;37:3,

 12;39:3;40:10,17;41:1,

 13,17,25;42:23;43:25;

 44:7;45:8,13,17;47:22;

 48:8;49:21;51:4,25;

 52:9,13;53:9;55:10;

 56:2,16;57:15,25;58:4,

 20,25;59:4,7,22;60:5,

 13,24,24;61:4,13,19,

 24;62:10,19;63:11,21;

 65:5,23;66:9,14,22;

 67:3,22;68:7,11,24;

 69:3;70:2,9,11,14,19;

 71:7,15;72:2,23;74:3,

 8;75:22;76:14,22;

 77:11;78:1,12,18;79:8,

 19;80:3,5;81:4;82:24;

 84:5,13;85:17,24;86:7,

 15,19;87:4;88:8,10,13,

 14;89:6;90:5,7,14;

 91:11,17;92:10,13;

 93:2;94:7;95:5,12;

 96:3;97:3,20,25;98:4,

 6;99:3,20;101:1,21;

 102:15,18,22;103:5,19;

 104:3,23;105:10,12;

 106:23;107:8,11;

 108:6;109:16;110:19;

 111:13,16,22;113:1,9,

 16,25;114:7,12;115:3,

 14,17;116:6,15,25;

 118:6;119:17;120:9,

 18;121:10,13;123:21;

 124:10;125:19,21;

 126:14;128:22;129:17;

 130:15;132:8;133:13,

 17;134:15,19;135:25;

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(9) fully - Honor Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 155

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 138:15;139:6,15,22;

 140:14;141:15,21;

 142:1,2,9,10;144:25

Honor's (3)

 88:11;122:19,20

hoops (1)

 33:11

hope (5)

 14:22;31:2,5;52:23;

 94:19

hoped (1)

 135:24

hopeful (2)

 7:12;110:9

Hopefully (3)

 14:8;111:23;118:12

hoping (2)

 78:14;108:14

horse (2)

 54:4,8

hospital (7)

 74:10,15,19;75:3,7;

 117:18;136:19

Hospital's (1)

 77:17

hours (3)

 110:23;139:17;

 144:10

house (1)

 127:13

housekeeping (1)

 20:5

hovering (1)

 35:22

huge (3)

 85:10;110:17;139:24

humans (1)

 77:3

hundred (4)

 9:7,8;87:10;118:25

hundred-page (1)

 100:1

I

idea (7)

 30:6,14;37:15;51:12;

 101:20;107:18;125:8

identified (11)

 29:5;33:19;42:10;

 54:22,23;56:17;57:12;

 100:22,24;136:13;

 143:14

identify (3)

 100:14,21;101:10

ignore (1)

 67:10

illegal (1)

 98:25

imagine (2)

 59:22;135:19

impacted (4)

 101:5;125:14;126:6;

 127:11

impair (1)

 144:2

impaired (24)

 10:3,5,18,24,25;

 11:7;26:4,5;27:22;

 28:17,21,25;29:1;

 33:15;38:15;39:4;54:9;

 55:7;68:9;116:20;

 121:21,24,24;122:1

impairment (4)

 39:4;60:10;87:14,14

impairs (1)

 137:18

impeding (1)

 144:8

impermissible (1)

 114:6

implications (1)

 103:21

implicitly (1)

 95:19

imply (1)

 136:14

importance (1)

 140:25

important (20)

 36:3,10;37:23;54:12,

 16,16,17;56:25;57:3,7,

 11;61:4;68:4,7;107:6;

 108:23;122:21;139:7;

 141:12,12

importantly (2)

 62:14;123:4

impose (1)

 88:17

imposing (1)

 58:5

imposition (2)

 15:22;57:22

improper (2)

 114:6;123:7

improperly (1)

 144:8

impugn (1)

 72:24

inappropriate (1)

 121:1

inappropriately (1)

 126:16

inclined (6)

 17:10,13;81:23;

 133:25;134:2,17

include (4)

 19:8;72:9;98:14;

 143:23

included (2)

 110:3,6

includes (1)

 29:14

including (9)

 15:1;37:14;69:25;

 72:18;97:2;99:21;

 110:14;111:17;122:5

inconsistent (1)

 25:15

inconvenient (1)

 15:17

incorporated (1)

 49:5

incorporates (1)

 12:5

incorrect (1)

 38:14

increase (1)

 48:13

increasing (1)

 112:5

indeed (2)

 50:21;125:6

indenture (2)

 121:14;122:15

independent (2)

 122:8;142:22

indicated (2)

 7:11;16:9

individual (11)

 14:4;62:2,17;64:1;

 69:8;75:13;77:3,7;

 89:1;115:10;125:7

individually (1)

 88:25

individuals (3)

 124:20;125:14;126:5

inflexible (1)

 43:24

informal (2)

 5:18;128:8

informally (1)

 6:1

information (7)

 14:9;29:13;51:13;

 109:19,20;134:21,22

informational (1)

 29:18

informed (1)

 142:23

inherently (1)

 128:6

initial (2)

 41:24;108:12

initiated (1)

 18:10

initiating (2)

 18:9,11

injured (1)

 124:23

injury (1)

 132:3

injustice (1)

 53:14

insignificant (1)

 73:4

insist (1)

 138:18

insolvent (1)

 116:19

institutions (3)

 67:1,4,16

instrumentality (2)

 98:15,16

insurance (9)

 48:13;50:6;53:2,17,

 23;89:1;115:2;117:7;

 125:3

insured (1)

 88:25

insureds (1)

 48:19

insurer (1)

 88:25

insurers (4)

 48:20;69:9;76:6;

 109:10

intend (3)

 91:15;132:22;142:15

intends (1)

 96:25

intent (1)

 42:21

intention (2)

 44:9;136:2

intentionally (1)

 29:25

inter-claimant (1)

 117:2

intercreditor (2)

 90:3;116:3

interest (6)

 26:20;37:14;38:7;

 39:6,8;122:3

Interested (1)

 103:14

interesting (1)

 101:4

interfere (1)

 142:6

interlocutory (2)

 34:5;40:7

intervening (1)

 134:25

into (20)

 7:12;11:14,14,18;

 14:22;24:23;36:4;38:1;

 49:5;56:11;69:22;

 76:23;79:21;91:1;96:2;

 98:20;104:14;106:17;

 134:24;136:20

inverse (5)

 21:16;42:24;46:2;

 71:24;138:3

invitation (4)

 34:8;88:11;109:23;

 142:12

invite (6)

 11:19;19:25;22:4;

 23:19;29:9;74:23

invited (5)

 56:4,5;61:17;63:18;

 78:14

involve (1)

 65:18

involved (4)

 30:14;31:23;109:3;

 116:21

involvement (1)

 142:22

irritant (2)

 41:20,21

isolated (1)

 119:3

issuance (1)

 95:14

issue (79)

 14:25;21:16;31:10;

 32:12,22;34:4;37:21;

 38:23,23;39:20,21;

 46:2;54:12;59:5,19;

 60:10,14,14,22;61:23;

 62:16;64:5,7;68:10;

 69:4,11;70:2;72:8;

 74:25;75:25;78:15;

 79:14,14,25;82:3,5;

 83:3,12,20,20;88:13;

 89:7,7,10,24,25;90:3;

 91:11,14,18;93:14;

 94:3;95:9,22;102:8;

 111:23,24;112:1,9;

 114:14,18,21;115:5,6,

 7;117:2;121:22,24,25;

 122:1,2;129:7;131:17;

 136:15,20;137:15;

 140:8;143:23;144:4

issues (53)

 6:19;26:17,19,19;

 27:3,8,16;28:9;29:5;

 32:1;33:9,19,24;34:13;

 37:14;39:8,19;40:4,9;

 56:14,15,18,24;57:6,

 12;68:12;78:13;80:1,9;

 88:10;91:9;98:7;99:16,

 22;100:14,23;101:3,4,

 13;104:13,20;105:1;

 107:19;117:6;120:12;

 121:20;122:7;135:23,

 23,25;136:13;143:13,

 17

item (8)

 13:13;29:15;30:3;

 31:14;66:16,21;69:6;

 96:5

items (6)

 18:15;34:13;54:21;

 112:24;121:18;144:11

iteration (2)

 95:15;96:8

J

Jackson (1)

 42:25

Jackson's (2)

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PG&E CORPORATION AND 

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Case No. 19-30088; Chapter 11

September 24, 2019

 43:11;45:25

January (1)

 47:11

Jessica (1)

 5:23

Jewish (3)

 15:2;17:11;111:8

job (7)

 40:6;97:1,1;124:24,

 24;125:6;137:24

jocularity (1)

 41:24

Jones (1)

 105:13

Judge (33)

 13:17;17:22;31:22;

 38:6;42:24,25;43:11,

 14;44:4;45:25;46:1,3;

 69:24;80:11,12;81:25;

 82:11,17,18;84:10,14;

 85:10;112:19;118:20;

 124:12,18;126:2;

 127:1;130:7;131:5;

 138:10;142:15,25

judges (1)

 45:16

judgment (2)

 14:2;26:20

Julian (4)

 30:15;109:7;118:24;

 125:9

jump (2)

 40:21,21

jumped (1)

 33:11

June (3)

 13:10;104:15;133:21

jurisdiction (3)

 89:6;90:1,8

jury (5)

 44:3;84:12,12;85:9;

 130:6

Justice (1)

 72:17

K

Karotkin (187)

 5:5,7,11;6:17,22,24;

 7:1,4,7,9,9,16;8:2,4,9,

 13,21,23;9:2,8,11,14,

 16,18;10:5,10,13,15,

 17,21;11:1,4,7,20,22,

 25;12:2,5,9,12,15,18;

 13:6,8,20;14:13,18,20;

 15:6,17,21,25;16:3,6,9;

 18:4,10,16;19:5,7,13,

 24;20:2,4,12;21:1,3,7,

 10;22:3,10,13,19;23:1,

 4,12,14,21;24:2,6,10,

 16,22;25:10,13,17,19,

 24;26:6,18,22,24;27:2,

 5,7,11,14,19,24;28:1,6,

 8,13,19,21,24;29:6,11,

 17,21;30:4,6,9,12,17,

 22,25;31:2,5,11,16;

 32:2,6,11,13,16;33:6,

 21;34:9,11;35:16;

 36:19;37:2;38:14;39:7;

 44:25;47:18;55:4,12;

 57:14;58:2;61:18;

 66:23,24;68:8,10;

 69:19;70:23;71:21;

 74:6;78:3;85:25;86:20;

 87:7;91:6;92:20;96:20;

 106:15;131:10,13,15,

 25;132:7,18;133:13;

 134:2,15,19;135:16;

 136:17,24;137:3,5,7,9,

 21;138:7,15,18,20;

 139:3,25;140:21;

 141:16,18;142:3;

 143:11

Karotkin's (6)

 16:19;24:20;38:5;

 39:11;59:19;119:12

keep (11)

 10:23;16:4;20:16;

 69:20;72:12;104:18;

 106:7;134:3;139:10;

 142:23;144:1

keeping (1)

 144:18

Kelly (1)

 125:23

kept (1)

 131:4

key (1)

 19:22

killed (1)

 124:22

kind (9)

 33:10;34:25;35:12,

 22;37:24;56:11;65:18,

 21;87:15

Kippur (1)

 122:18

knew (1)

 93:8

knowledge (2)

 96:12;108:11

knows (8)

 7:18;12:2;13:17;

 19:21;30:17;109:17;

 115:17;123:22

Kornberg (17)

 13:8;29:19;33:8;

 46:10;102:17,18,19,22;

 103:5;104:3,5,8,10,23;

 105:4,6,10

Kornberg's (1)

 143:5

L

label (1)

 76:2

labels (1)

 89:23

laid (1)

 139:22

landscape (1)

 134:4

lane (1)

 118:20

language (3)

 25:15;77:25;112:20

large (1)

 127:17

larger (1)

 112:6

largest (1)

 74:11

Larry (1)

 98:4

last (14)

 13:12;20:6;21:12;

 35:18;66:22;69:3;83:3,

 20;85:18;94:7;108:22;

 123:22;135:21;136:4

late (5)

 126:8;128:7,8;

 129:10,10

later (16)

 7:24;8:4;17:1,25;

 26:12;33:10;37:16,25;

 39:15;40:4;122:22;

 124:3;128:1;133:4;

 140:19,20

latest (2)

 79:15;96:8

Latin (1)

 112:18

laughter (1)

 142:4

law (17)

 28:2;32:22;48:22;

 56:12;88:24;89:5;92:9;

 95:18;97:9,19;99:5,17,

 18;100:7,12;114:5;

 128:11

laws (1)

 95:24

lawyer (3)

 31:7;72:5;124:21

lawyers (12)

 30:19;83:11;109:2;

 111:18;124:25;127:24;

 128:23;129:2;134:16;

 135:13;139:20;143:19

lay (1)

 101:8

leading (1)

 115:9

lease (1)

 6:11

least (18)

 29:24;34:1;46:16;

 54:23;69:15;71:3;78:4;

 87:15;101:9;127:16;

 130:18;135:14;136:11,

 14,16;142:12;143:3,8

leave (10)

 22:2;23:22;33:22;

 53:14;77:21;94:23;

 95:2,3;130:4;144:12

leaving (2)

 26:10;88:6

left (4)

 64:11;125:1;133:23;

 141:17

legal (36)

 23:16;25:7,22;26:5,

 11;29:5;34:4;37:13;

 39:19;40:4;54:8,24,25;

 55:7,8,11;69:20;75:25;

 83:9,13;91:9,11;96:9;

 97:18;98:7;99:16;

 100:17,23;101:4;

 107:19;111:23,23;

 112:17;114:14;137:19;

 144:4

legally (2)

 75:7,12

legislation (3)

 106:1;119:22;135:4

legislature (4)

 95:17,22;96:18,22

legitimate (1)

 96:10

legs (2)

 81:14,15

length (3)

 106:21;107:1,5

lengths (1)

 136:1

less (2)

 118:18;120:25

lesson (1)

 80:16

lets (1)

 138:5

letter (1)

 96:20

letters (5)

 67:11,12;68:1,3;

 106:23

liability (3)

 32:12;62:12;109:8

liberal (1)

 128:7

life (1)

 79:5

lifting (1)

 47:25

light (2)

 124:15,18

lightly (1)

 68:10

likely (1)

 115:7

limited (3)

 40:20;59:24;72:18

limiting (1)

 41:12

line (5)

 56:25;57:1;86:11;

 112:21;119:24

liner (1)

 26:9

lining (1)

 41:5

Liou (9)

 5:12,14,17,23,23;6:3,

 7,13,16

liquidate (3)

 23:17;74:22;75:22

liquidated (24)

 37:19;55:5;70:21;

 72:8;73:25;74:25;75:2,

 19,20;76:5,7,22;77:4,5,

 8,17;79:2;107:22;

 117:11;136:21,21,22;

 137:16;143:23

list (7)

 22:3;24:19;29:23;

 54:19,19,20;101:13

listed (1)

 42:16

listen (8)

 14:16;62:23;64:14;

 69:14;72:1;97:24;

 101:21;113:3

listening (2)

 63:14;76:14

litigate (1)

 88:11

litigation (3)

 122:16;129:20,21

little (11)

 10:8;16:18;29:10;

 36:12;93:6;99:21,25;

 111:5;114:11;138:12;

 139:20

lived (1)

 125:12

lives (2)

 41:23;53:6

living (2)

 53:17;108:4

local (1)

 42:13

lock-in (1)

 50:21

long (4)

 54:25;68:2;100:3;

 105:17

longer (2)

 64:6;111:5

Look (15)

 29:4;31:12;32:17;

 33:22;36:3,22;43:6;

 55:13;68:19;100:1;

 109:5;113:6;128:14;

 135:22;140:2

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of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

looked (7)

 17:20;19:12;20:8,8,

 9;32:2;89:22

looking (8)

 20:6,24;21:11,21;

 31:18;33:17;52:18;

 79:21

looks (2)

 25:3;61:8

lose (6)

 28:14,14;38:8,8;

 55:13;68:9

loss (1)

 75:13

losses (5)

 48:4;74:13,20;75:18;

 125:6

lost (3)

 75:16;79:5;124:23

lot (8)

 32:7,20;35:9;59:13;

 85:11;99:21;126:20;

 128:9

lots (4)

 32:15;50:11;61:8;

 100:3

love (2)

 45:16;69:16

loved (1)

 41:22

lower (3)

 25:9;44:14,14

lump (1)

 76:22

M

Machiavellian (1)

 101:6

made-whole (9)

 88:12,17,22,24;

 89:24;90:12,15;

 114:22;117:6

magic (1)

 68:13

magnitude (1)

 14:4

mailed (2)

 126:16,17

major (11)

 11:11;33:14;34:1,4;

 45:2,2;46:1;48:2,13;

 52:7;54:21

majority (1)

 17:7

makes (5)

 14:1;40:4;59:13;

 63:24;96:23

make-whole (3)

 114:20;121:21,22

make-wholes (1)

 37:15

making (5)

 56:3;81:22;90:24;

 91:5;93:17

Malter (1)

 95:6

mandatory (1)

 56:8

Manges (2)

 5:24;7:10

many (13)

 18:6;32:1;35:10;

 41:13,15,17;71:17;

 98:7;101:4;104:13,13;

 107:12;128:25

market (1)

 125:4

MARSHACK (40)

 80:5,6,6,7,8,14,17,

 20;81:2,3,4;82:2,4,7,

 10,12,14,22,24;83:7,

 10,17,19,23,25;84:8,

 11,13,19,21,23;85:1,3,

 5,14,17,20,24;86:5,7

mastermind (1)

 52:25

mastermindy (1)

 53:4

materialize (1)

 126:5

math (2)

 125:13,17

Matter (12)

 5:6;6:8;8:20;21:9;

 31:1;44:22;55:15;73:6;

 92:9;114:5;131:25;

 141:11

matters (4)

 5:9;8:19;141:6,8

Matthew (2)

 72:16;86:15

may (25)

 6:3;25:2;27:24;37:3;

 38:8;42:17;43:11,14,

 14;50:14;55:24;65:10;

 69:8;76:9;77:9;84:14,

 15,16;95:10;98:16;

 119:2;126:5;127:3;

 129:5;136:9

maybe (22)

 6:20;32:1;37:6;

 38:16;50:25;57:21;

 58:12;78:4,10;80:16;

 81:8;91:23;93:18;94:4;

 100:24;102:8;104:24,

 25;107:25;111:9;

 115:14;123:14

mean (72)

 8:7;13:13;21:8;23:8;

 25:1;27:3,12,13,21,22;

 31:1,20;33:7;36:21,24;

 37:19;41:11;43:6,24;

 49:10,12;50:5;53:3;

 54:1,16;56:6;57:2,15;

 62:6;66:17;68:16;

 71:23;72:13;73:17;

 76:15;77:20;79:14;

 81:25;82:5;83:4;87:14;

 88:5;90:25;92:23;96:7;

 100:19,20;103:24;

 112:12;115:25;117:15;

 119:15;122:24;123:16;

 126:5,6,7,10,25;

 128:13;131:21;133:3,

 4;134:13;136:12,25;

 137:14;138:1,11,19,22;

 144:6

means (11)

 10:14;36:14,17;38:9,

 11;49:15;55:22;

 124:22;126:8,10;

 139:18

meant (2)

 31:7;88:1

measure (1)

 95:13

mechanic (1)

 86:23

mechanics (1)

 20:14

mediate (6)

 36:14,24;37:7;61:23;

 63:12;64:11

mediating (1)

 36:15

mediation (32)

 35:16,21,25;36:9,25;

 37:5,9;56:8;61:13,16,

 17,17,19,21;62:1,16;

 63:13,19,24;64:15,16,

 17;81:5,8,10,18;85:8;

 94:17;109:22;110:7;

 134:20;142:18

mediator (14)

 19:18;40:3;81:13,14,

 15,21,23;82:21;86:1,2;

 142:14,22;143:2,6

mediators (2)

 109:15,16

meet (8)

 13:10;23:19;24:2,12;

 70:22;76:1;108:10;

 137:12

meeting (4)

 53:7;105:8;110:9;

 135:12

meetings (3)

 41:15,17;134:21

member (2)

 10:9,10

members (2)

 113:7;129:1

mention (2)

 72:4;98:8

Merely (1)

 70:2

merits (1)

 91:2

mess (2)

 57:21;58:14

method (1)

 44:20

middle (1)

 27:13

might (18)

 8:7;15:10;31:1;34:5,

 6;55:22;59:23;77:7;

 107:23;110:1,2,5,6;

 123:1,13;132:10;

 136:10;143:18

Mike (1)

 111:14

Milbank (1)

 34:22

million (7)

 43:17;74:20;77:17;

 117:12;128:14;129:24;

 136:6

millions (1)

 74:12

mind (11)

 31:21;33:17;47:10,

 12,15;69:20;76:16;

 104:18;122:25;139:10;

 142:13

mindful (1)

 104:15

minimize (1)

 13:13

minor (3)

 6:18;8:19,20

minus (2)

 119:8;129:24

minute (4)

 23:9;62:4;102:24;

 111:5

minutes (2)

 80:13;110:25

mirrors (1)

 52:20

misses (1)

 30:24

missing (1)

 130:25

misunderstanding (1)

 130:5

mix-up (1)

 111:7

models (1)

 125:7

modified (2)

 113:2;123:10

modifying (1)

 112:4

momentum (1)

 94:13

money (6)

 84:14,15;85:21;

 114:17;119:24;120:25

Montali (1)

 82:18

month (1)

 67:5

Months (1)

 49:3

moot (4)

 84:16;118:13;130:1,

 11

moots (1)

 118:5

more (41)

 14:3;19:21;24:25;

 25:24;26:6,24;27:14;

 28:8;29:12;31:13;

 35:19;38:9;56:24;

 58:18;64:21;67:6;75:1;

 77:12,12;84:14;86:24;

 92:14;93:6;94:16;98:6;

 102:12;105:6;107:12,

 14,17;109:17;110:15;

 120:24;124:3,4;133:6,

 20;135:16;138:9,16;

 139:25

Moreover (1)

 9:23

morning (28)

 5:4,5,7;16:13,16;

 17:23;33:20;34:20,21;

 40:17;58:25;74:7,8;

 80:4,5;86:18,19;95:5;

 98:4;102:17,18,20,21;

 105:11;121:12,13;

 124:10;129:24

most (14)

 20:9;30:13,17;42:3;

 54:11,12,15,16,17;

 57:7;63:19;103:12;

 123:4;125:11

motion (67)

 5:10,13;6:11,12;

 7:13,23;8:1,7,10;14:21,

 23,24;16:19,25;18:6,

 20;19:5,6,7;21:25;

 22:2;24:23,24;36:13,

 15,20;37:6;38:21;

 40:21,22;49:13,23;

 50:3,21;52:23;54:6;

 56:19,24;59:21;61:22;

 64:25;65:15,17;78:22;

 82:20;89:16,18;91:12,

 14,18;92:15;93:6,11,

 17;104:2;115:8,13;

 116:5,10;120:11;

 122:21,23;123:23;

 132:20;133:25;141:10,

 11

motions (1)

 5:8

move (15)

 14:5;15:18;17:13;

 18:14;46:20;57:23;

 94:12;122:22;131:12;

 133:9;134:1;139:1,1;

 141:8;142:9

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(12) looked - move Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 158

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

moved (2)

 133:7;144:22

moves (3)

 25:19;68:5;123:2

moving (6)

 6:8;13:21;45:4,10;

 122:18;124:4

much (18)

 11:14;31:9;44:8;

 57:22;67:1;73:5;76:24;

 79:25;80:21;83:21;

 121:10;124:8;128:12;

 131:20;132:2,4,14;

 139:10

multibillion (1)

 68:11

multiple (6)

 61:6;74:12,20;96:17;

 103:20;128:16

municipality (1)

 120:19

muscle (1)

 70:8

musing (1)

 36:10

must (6)

 19:8;22:20;30:20;

 63:14;96:25;118:23

mutually (1)

 137:25

myself (2)

 15:1;133:5

mystery (2)

 73:14;131:4

N

name (4)

 20:22;70:17;74:14;

 75:12

names (1)

 20:15

nature (2)

 115:25;120:10

near (2)

 127:18;137:13

necessarily (4)

 23:6;71:23;82:25;

 132:16

necessary (2)

 12:23;15:18

need (41)

 5:20,21;7:5;15:6;

 28:24;32:19;33:23;

 35:12;37:5;39:13;41:1,

 8;46:13,14;54:6;59:9;

 60:9;65:10;68:13;76:7;

 94:4,17;100:9;110:24;

 111:11;112:18;119:14,

 25;120:1,1;122:7,25;

 124:19;134:16;136:12;

 139:25;140:6,8;

 142:24;143:20;144:5

needed (4)

 61:1;119:21,24;

 133:6

needs (6)

 46:12;60:12,15,22;

 63:12;64:1

negotiate (2)

 120:24;137:1

negotiated (3)

 112:22;120:6;125:25

negotiating (1)

 120:16

negotiation (3)

 55:21;56:1;134:25

negotiations (6)

 106:21;107:6;110:1;

 135:2,7,20

neutral (3)

 96:1,19,24

new (5)

 88:23;132:20,20,21;

 139:14

next (22)

 13:25;16:22;17:19;

 24:22;29:12,23;38:13,

 14;46:3;60:11,24;

 61:13;66:12;80:10;

 85:15;86:6,12;108:15;

 115:24;137:24;139:1;

 140:3

nice (1)

 29:2

night (3)

 16:10;20:6;80:22

ninety- (1)

 9:25

ninety-five (3)

 9:25;20:7;87:7

Ninth (7)

 69:17,17,24;89:19;

 100:7;101:23;128:7

Nobody (2)

 42:4,5

nobody's (1)

 108:5

noise (2)

 15:9,12

nonaction (2)

 29:15;144:11

noncash (1)

 112:24

non-debtor (1)

 89:9

noninsider (1)

 28:25

nonplan (1)

 42:4

nonprofit (1)

 75:11

non-profit (1)

 136:22

noon (1)

 141:5

normal (1)

 34:15

normally (4)

 20:15;65:12;81:9;

 91:4

north (2)

 87:7;125:16

Norton (1)

 74:9

note (7)

 12:18;14:25;18:4;

 27:7;106:10;123:21;

 141:16

noteholder (2)

 111:15;141:23

noteholders (5)

 25:1,1,2,4;122:16

notes (3)

 21:11;121:15;141:18

nothing's (1)

 108:13

notice (7)

 126:3,20;128:18;

 135:23,23;136:1,7

noticed (1)

 107:11

notices (1)

 128:16

noticing (3)

 30:12,13;144:20

notwithstanding (1)

 136:10

novel (1)

 101:2

November (2)

 21:17,18

number (32)

 5:17,25;12:10;34:13;

 35:3;36:7;44:6;45:18,

 24;46:13,19,20;47:11;

 54:21;56:18;74:1;77:3,

 18;84:10;85:10;88:6;

 89:17;102:22;110:13;

 112:5,6;113:21;

 119:21;121:7;127:8;

 129:23;132:13

numbers (11)

 43:22;94:11;109:12,

 13;125:19,21,25,25;

 127:17;139:23;144:1

numerous (2)

 126:15,18

O

OAI (1)

 103:3

object (3)

 17:1;71:7;120:17

objection (3)

 25:20;26:18;108:5

objections (1)

 26:16

objects (1)

 76:20

obligations (1)

 116:2

observe (1)

 58:15

obvious (1)

 40:3

Obviously (14)

 11:11;14:5;18:19;

 19:8;21:5;31:9,23;

 33:14;69:23;88:4;

 122:15;123:16,17;

 124:2

occur (1)

 33:14

occurred (1)

 88:1

occurrence (1)

 105:24

ocean (1)

 26:9

October (22)

 8:14,24;14:10;15:1;

 21:17;52:2;59:8,22;

 60:2;80:10;103:7,11,

 15,16;109:11;118:22;

 122:19;132:24;140:23;

 141:7;144:22,23

odds (1)

 128:6

off (5)

 17:13;52:6;111:24;

 114:14;139:4

offense (1)

 86:11

offensive (2)

 81:25;82:1

offer (6)

 29:4;48:7;55:24;

 67:2;113:2;116:1

offered (5)

 62:10,19;65:9;112:8,

 25

offering (1)

 55:22

offers (1)

 62:24

Office (3)

 70:13,15;126:16

offices (1)

 79:5

official (5)

 16:18;34:16,22;

 40:18;61:14

often (1)

 94:21

OII (9)

 29:14;60:25;61:4;

 103:8,12,17,19;104:8,

 12

omnibus (1)

 9:2

once (5)

 65:5;71:13;83:6;

 86:24;134:5

one (88)

 5:19;7:25;8:25;10:3;

 13:4;14:16;15:18;

 19:18;20:5,24;21:14;

 22:13,17,17;26:2;

 28:25;29:7;30:22;

 31:17;32:19,20,25;

 37:11;39:5;41:10;

 43:12;45:2,23;47:2;

 54:11;55:1,14;58:18;

 59:21;61:6,9;62:23;

 64:21,24;65:4,23;66:1,

 15;69:11,25;71:2,25;

 72:22;75:7;77:24;80:1,

 10,17;85:8;87:10,13;

 89:18;90:25;94:14;

 95:9,19;96:10,14;

 97:18;98:8;100:24;

 106:4,21;107:18;

 108:22;109:15;119:19,

 19,20;120:21;122:10;

 127:21;128:1,17;

 129:15;134:17;135:13,

 21;141:11;142:6,8;

 143:2;144:22

one-and-a-half (1)

 67:13

ones (1)

 41:22

one's (1)

 52:10

only (14)

 15:19;67:11;77:8,20;

 84:4;85:25;91:25;

 93:21;107:23;120:9;

 122:12;128:25;142:8;

 143:15

oOo- (1)

 5:2

oops (1)

 46:15

open (2)

 139:22;142:10

opening (1)

 21:16

operates (2)

 74:10,18

Operator (1)

 15:12

opinion (3)

 16:8;22:23;136:19

opponents (5)

 25:8;56:9;92:24;

 93:19;100:14

opportunities (1)

 108:1

opportunity (6)

 32:17;78:14;87:16;

 103:15;104:1;133:16

oppose (1)

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PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 134:1

opposed (2)

 37:18;97:15

opposing (1)

 26:14

opposite (1)

 107:6

opposition (1)

 5:16

oppositions (1)

 21:17

optimistic (1)

 32:5

option (4)

 40:7;51:24;52:4;

 128:2

options (1)

 128:9

order (15)

 5:3;6:3,4,15;19:16;

 36:25;38:10;47:15;

 48:7;57:6;69:9;103:9;

 119:25;123:24;134:17

organization (2)

 75:11;136:23

original (2)

 10:23;31:19

originally (2)

 16:9;32:3

Orsini (1)

 138:9

others (11)

 15:23;26:13;34:18;

 42:12;55:6;57:14;

 107:21;109:18;117:18;

 131:10;137:12

otherwise (3)

 30:5;93:4;118:19

ought (3)

 29:20;88:23;92:13

ourselves (1)

 107:21

out (55)

 5:15;6:1;11:13;

 18:13;21:23;23:23,25;

 37:13;44:23;46:12;

 52:17;53:22,25;54:1,1;

 60:17;61:4;69:9,15;

 70:6,8,10,11,25;73:1;

 80:22;81:14,15;84:16;

 87:17;93:21;94:15;

 97:4;101:8;102:14;

 104:5,22;107:12;

 109:14,19,24;110:3;

 111:10;112:14;119:21;

 121:19;125:5;128:15;

 131:1;139:1,1,7,22;

 143:19;144:20

outcome (1)

 60:14

out-definitioned (1)

 12:8

outliers (1)

 34:2

outset (2)

 34:24;36:2

outside (4)

 49:8;94:22;97:6;

 103:17

over (15)

 35:1,22;42:4;67:2;

 80:19;81:5,6;89:7;

 109:15;113:1;119:7;

 124:16;128:13;135:5;

 141:7

overcame (1)

 135:8

overlap (1)

 6:21

oversimplify (1)

 135:11

overwhelmingly (1)

 32:23

own (7)

 21:14,19;34:3;66:3;

 95:18;96:23;143:20

owned (1)

 124:23

owns (2)

 74:10,18

Oxford (1)

 12:7

P

package (1)

 8:8

pages (1)

 20:7

paid (8)

 19:15;54:18;87:17;

 113:7,8;131:20;132:3,

 4

paper (3)

 83:1;89:4;103:4

papers (4)

 38:22;86:24;91:2;

 107:14

Parada (1)

 8:16

Paradise (2)

 42:13;74:11

paragraph (1)

 105:18

paragraphs (1)

 100:3

parenthesis (1)

 20:23

pari (3)

 112:11,16;123:12

part (12)

 6:14;8:7;20:9;34:5;

 62:19;76:7;78:6;109:9;

 114:21;117:11,12;

 136:2

participant (1)

 102:7

participate (2)

 53:24;61:16

participated (1)

 134:20

particular (3)

 22:6;90:16;140:10

particularly (2)

 11:16;110:7

parties (21)

 5:25;19:19;36:7;

 39:20;40:7;68:1;69:1;

 79:12;89:9;91:7;95:9;

 98:7,11,21,22;99:21;

 101:5;103:14;107:6;

 110:15;132:23

party (2)

 26:14;122:15

Pascuzzi (25)

 22:22;23:3,6,7;24:3,

 17;34:18;42:15;58:21,

 22;70:6,9,11,12,19;

 71:1,5,7,11,13;72:2,4,

 7,22;137:12

Pascuzzi's (5)

 24:11;42:11;56:25;

 78:9;117:17

pass (2)

 79:16;95:16

passed (2)

 95:12;96:15

passes (1)

 95:18

passu (3)

 112:11,16;123:12

past (2)

 35:1;133:6

path (2)

 37:11;52:24

patterns (1)

 107:25

Paul (2)

 70:12;102:19

pause (1)

 62:4

pay (5)

 38:7;39:13,14;94:20;

 132:12

payable (1)

 49:8

payments (1)

 109:9

pays (1)

 132:14

peace (3)

 23:2;70:10,11

peeve (1)

 20:14

peg (1)

 129:23

pegs (1)

 45:24

pen (2)

 38:16;43:8

pending (1)

 13:17

penny (1)

 71:3

people (41)

 15:1;16:7;17:6;31:2;

 43:7;44:23;53:6;55:24;

 56:9;58:15;68:20;70:7;

 72:22;74:19;77:3;78:5;

 94:10;98:21;101:1;

 102:22;107:15;111:19;

 116:22;117:16;124:22;

 125:12,17,19,21;

 126:15,17,18,19,21;

 127:9;128:16;129:3;

 136:3;138:13;140:6;

 141:1

perceived (1)

 128:25

percent (11)

 9:7,8,17,18;10:1;

 11:10;87:7,11;88:1,2,6

percentage (2)

 11:3,4

perfectly (1)

 18:20

perhaps (14)

 11:9;24:25;25:14,16;

 28:17;32:17;33:8;46:2;

 54:19,20;64:15;98:9,

 16;128:6

period (4)

 14:8;102:3;133:18;

 135:1

permissible (1)

 102:1

permission (2)

 142:24,25

permits (1)

 128:11

permitted (1)

 56:23

permitting (1)

 128:8

person (4)

 24:18;71:20;72:9;

 127:25

personal (4)

 31:1;48:4;110:24;

 132:3

personality (1)

 56:12

personalize (1)

 129:7

personally (1)

 17:3

perspective (5)

 94:15;118:11,12,13;

 125:10

persuade (1)

 134:8

pertains (1)

 122:16

pet (1)

 20:14

PG&E (10)

 5:6;21:23;53:15;

 77:8,22;96:8;111:9;

 125:23,25;141:7

PG&E's (2)

 103:21;144:7

phone (3)

 15:10,11,12

phones (1)

 108:10

phonetic (1)

 11:16

pick (5)

 18:2;37:5;77:18;

 84:10;137:14

pinned (1)

 105:2

Pitre (24)

 124:9,10,10,12,15,

 18;126:12,14,24;127:1,

 3,11,12,15;128:22;

 129:15,17;130:15,17,

 21,24;131:7,22;135:22

pivotal (2)

 26:11;91:3

place (12)

 17:17;36:4;41:1,2,3,

 4;59:8;60:2;61:20;

 86:11;97:12;143:15

places (1)

 85:12

plaintiff (1)

 30:19

plaintiffs (1)

 109:3

plan (177)

 7:12;8:8;9:12,21,22;

 10:11,18,23;11:8;12:3,

 12,22;13:3,16,23;14:5;

 19:9;20:7,8,15,16,18,

 21,22;22:5,7;25:8,15,

 19,23;27:4,8,22;28:2,

 15;33:13;35:6,8,9,15;

 36:7,19;38:4,9;40:20;

 41:6,11,12,14,16;42:3,

 8,9,10,18;44:9;45:1,5,

 22,23,25;46:11;47:2,4,

 19;49:5,9,16;50:5,9,11,

 17,22;51:10;52:3,4,5,8,

 19,24;53:1;55:1,8;

 56:23;57:13,16;60:19;

 61:23,25;62:11,19;

 64:5;65:6,9,13;66:3,

 15;67:2;68:5,18;69:4,

 22;70:25;71:4;76:21;

 77:19,20,25;78:13;

 79:15;81:18;85:22;

 87:24;88:2,17;89:22;

 91:19;92:1;93:10,14;

 95:9,14;96:8;97:19;

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of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 99:5;100:23;102:1,6;

 103:13,22;104:1,2;

 105:7,16,20,21,25;

 106:2;107:5,13;108:8;

 110:14;114:5;115:18,

 20,21;116:1,13;119:6,

 13;122:8,10;123:7,24;

 130:2;131:20,22,23;

 132:1,11,11,20,21;

 134:9;136:5,11,17;

 137:18;139:8,14;

 140:11,22;143:25;

 144:1,2,7,8

planning (3)

 15:20;93:3;107:20

plans (12)

 20:14,21;37:10;

 52:20;55:2;61:6;63:13;

 64:12,14,16;103:20;

 138:13

plate (2)

 111:24;114:15

play (1)

 85:21

player (6)

 34:1;46:1;48:2;73:4,

 7;138:10

players (3)

 34:4;37:23;48:3

playing (3)

 41:19,20;63:25

plea (1)

 63:18

pleading (1)

 104:11

pleadings (3)

 14:24;84:1;106:18

Please (6)

 5:4;6:25;47:18;

 66:23;86:14;111:3

plenty (2)

 80:15;94:20

plus (3)

 115:23;119:10,11

PM (1)

 145:2

podium (2)

 97:16;130:4

point (60)

 10:8,22;11:13;37:9;

 41:11;42:9,18;43:22;

 44:5,14;45:11,15;

 46:10;48:1,10;50:2,23;

 51:13;52:17;61:4;

 63:11;64:20;69:3,14;

 71:19;72:9,23;73:12;

 79:20;81:4;82:18;84:5;

 86:20;87:18;90:22;

 91:5;92:8;93:15,15;

 94:7;96:7,14;99:23,25;

 100:17;101:7;102:9;

 105:15;107:3,17;

 108:8;114:1;119:2;

 123:3;128:3;129:12;

 135:21;142:18,21;

 143:9

points (6)

 21:13,13;40:25;

 66:15;81:3;119:20

poison (1)

 110:1

political (2)

 98:15,18

pool (2)

 112:23;113:17

pools (1)

 113:12

position (15)

 24:25;25:25;26:4,4,

 15;27:15;29:13;35:25;

 37:4,17;40:11;43:23;

 48:25;52:11;72:13

positions (1)

 44:22

positive (4)

 35:9;108:13;109:7;

 124:4

positives (1)

 35:10

possible (3)

 107:20;108:7;136:6

possibly (1)

 58:11

post-filing (1)

 122:2

post-petition (3)

 37:14;39:6,8

pot (1)

 119:12

potential (1)

 35:24

potentially (4)

 65:7;107:22;112:23;

 125:14

Power (2)

 98:5;135:6

powers (1)

 11:17

practice (2)

 58:5;109:17

pre-brief (1)

 136:12

precisely (1)

 102:13

preclude (2)

 135:7;136:3

precluded (1)

 135:1

precluding (1)

 135:19

predict (1)

 126:3

predictable (1)

 127:19

prefer (1)

 139:3

preference (2)

 43:1;109:21

pre-hearing (2)

 24:23;103:16

prejudice (1)

 133:17

preliminary (2)

 71:10;102:25

premature (1)

 104:12

prepare (1)

 141:5

prepared (4)

 96:2,3;100:16;131:3

prerequisites (1)

 119:20

presentation (1)

 111:25

presented (1)

 103:9

presently (1)

 144:21

presumably (3)

 40:15;73:16;143:16

presume (1)

 37:17

presupposing (1)

 36:19

pretty (3)

 81:18;90:19;109:18

prevails (1)

 130:3

prevent (1)

 81:22

preventing (1)

 141:23

previously (3)

 21:16;67:12;138:23

principal (3)

 80:25;121:15;138:9

principals (3)

 108:11;110:10,10

principle (2)

 83:9;123:14

principles (2)

 69:20;83:13

prior (13)

 19:22;28:9;61:15;

 64:18;76:12;87:25;

 95:19;104:17;110:23;

 118:7;129:18;135:25;

 143:5

priorities (1)

 57:6

priority (5)

 50:2;54:19;58:8;

 113:8;132:13

private (6)

 75:4,5;78:8;99:25;

 136:22;143:24

pro (1)

 112:16

probably (10)

 37:8;64:16;73:4;

 77:5;106:2;124:3;

 127:19;138:9;142:18,

 22

problem (15)

 7:15;21:25;27:17;

 96:1;99:8,24,24;

 107:22;108:24;109:2,

 12;127:21;128:17,25;

 143:2

problems (4)

 57:2,6;109:19;

 143:17

proc (1)

 104:6

procedure (4)

 34:15;63:2;122:14;

 129:13

procedures (2)

 32:23;65:10

proceeding (4)

 17:10;76:8,23;

 103:21

proceedings (5)

 13:17,18,21;103:14;

 145:2

process (40)

 13:2;33:4,25;40:20;

 41:12,12;42:3,4,8;

 43:15;47:13;52:19;

 57:16;68:5;71:4;84:4,

 23;99:15,23,23;101:2;

 102:23;103:1;104:8,

 14,15,25;107:8,9;

 118:5,14;122:8;127:4,

 5;130:9,11;132:16;

 134:25;136:10;138:4

product (1)

 107:5

production (1)

 60:1

profit (1)

 125:6

profiting (1)

 125:4

program (1)

 126:4

progress (12)

 12:1;45:2,6,12;48:2,

 13;49:25,25;81:22,22;

 106:16;123:18

promised (1)

 45:1

promote (1)

 135:5

promptly (2)

 69:1;89:19

proof (1)

 127:22

proper (5)

 20:22;78:22;100:16;

 129:1;137:11

properly (1)

 33:16

property (4)

 74:12,20;75:17,18

proponent (2)

 102:6;115:20

proponents (3)

 35:7;52:5;103:25

proposal (4)

 87:25;115:11;118:4;

 129:23

proposals (1)

 91:23

propose (3)

 28:1;55:2;59:7

proposed (5)

 6:3,4;95:10;96:18;

 103:9

proposing (3)

 115:22;119:6;131:18

pros (1)

 140:9

protect (3)

 42:22;44:10;56:9

protocol (2)

 30:12,13

proven (1)

 30:2

provide (1)

 134:22

provided (1)

 67:25

provides (3)

 9:3,20;88:18

providing (1)

 112:6

proving (1)

 118:19

provision (3)

 69:6;98:20;120:22

provisions (1)

 28:3

prudent (1)

 37:25

PSA (2)

 98:13,19

public (24)

 18:24;22:6,8,11,20,

 23;23:16,23;29:7;

 34:18;42:10,14,19;

 49:4;75:1,3;76:6;78:9;

 98:10,13,25;117:10,13;

 120:19

PUC (7)

 46:11;47:3;52:19;

 61:6;102:23;104:14,14

pulling (1)

 37:13

purchasing (1)

 125:3

Pure (5)

 20:14;23:16;37:21;

 54:8;55:8

purely (1)

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(15) planning - purely Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 161

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 54:10

purports (1)

 88:17

purpose (4)

 14:20;16:25;18:19;

 94:23

purposes (3)

 13:16;77:19;131:19

pursuant (1)

 9:5

push (1)

 17:18

put (17)

 15:15;25:9;47:19;

 50:1;53:17;69:15,25;

 83:1;84:14,15;89:23;

 97:7;101:8,13;113:2;

 115:24;120:1

Q

question-mark (1)

 42:19

quick (1)

 80:10

quickest (1)

 80:17

quickly (1)

 139:21

quoted (1)

 126:1

quoting (1)

 118:24

QURESHI (14)

 58:25;59:1,2,3,7,12,

 16,18;91:16,22;94:1;

 112:25;113:16;115:15

Qureshi's (1)

 109:25

R

raise (9)

 6:19;7:2;60:24;69:3;

 99:7;100:16;101:3;

 129:15;144:13

raised (9)

 22:22;35:16,18;

 37:12;55:6;64:18;71:9;

 101:4;135:24

raising (1)

 50:23

ramp (1)

 127:19

rank (1)

 57:5

rapidly (2)

 107:20;134:3

rata (1)

 112:16

rate (4)

 26:20;38:7;96:24;

 122:3

rate-making (1)

 103:21

ratepayers (4)

 96:1,19;97:8,13

rates (1)

 97:2

rather (11)

 23:24;33:10,24;

 37:16,25;39:15,17;

 40:4;122:22;124:3;

 128:4

reached (3)

 5:25;7:19;135:18

read (17)

 9:15;22:7;24:24;

 38:21;67:17;71:25;

 87:24,25;89:19,20;

 91:2;93:6,7;98:12;

 118:7,7;140:18

reading (2)

 42:23;67:15

reads (1)

 84:1

ready (1)

 33:13

real (4)

 55:20;83:20;109:19,

 20

reality (3)

 95:12;131:3,3

realize (4)

 21:18;24:10;84:2;

 138:17

really (13)

 11:13;29:12,18;33:4;

 62:25;82:2;83:19;

 109:4;110:11,16;

 130:11;138:22;139:6

reason (8)

 39:16;41:4;44:2;

 49:6;101:21;133:10;

 141:19,24

reasonable (2)

 14:8;46:22

reasons (6)

 96:17;128:2;129:11;

 133:2,8;143:10

Rebecca (1)

 74:8

recall (4)

 5:16;22:22;32:25;

 142:2

received (4)

 5:17,25;12:19;

 109:10

Recess (1)

 111:1

recognize (3)

 72:10;75:12;125:6

recognized (2)

 73:5;125:7

recollection (1)

 73:21

record (11)

 5:22;7:5;12:10;

 34:21;58:24;59:1;

 70:18;72:16;86:15;

 92:1;111:14

recover (1)

 69:9

recoveries (1)

 64:2

recovery (6)

 64:5;95:13,15;

 105:17,24;106:1

recruit (1)

 142:12

red (1)

 69:23

redemption (1)

 121:22

redline (1)

 20:8

redraft (1)

 139:24

reduction (1)

 11:10

referral (1)

 32:14

referred (2)

 124:20,21

reflect (4)

 20:10;73:24;141:18;

 144:21

reflected (1)

 32:6

reflects (1)

 6:7

regard (4)

 13:16;18:4;40:24;

 108:20

regarding (1)

 46:24

regardless (1)

 86:22

region (1)

 74:11

regrettably (1)

 41:2

regular (3)

 8:12,25;21:22

reinvent (2)

 83:12;140:6

reinventing (1)

 140:6

reiterate (2)

 86:20;87:6

rel (1)

 53:3

relate (2)

 26:19;104:21

related (2)

 13:18;92:15

relates (1)

 117:5

relationship (1)

 48:19

relative (1)

 42:9

relatively (3)

 108:9;110:10;137:13

release (2)

 69:8;98:22

releases (6)

 53:2,25;69:15,18;

 100:6;102:1

releasing (2)

 98:11,21

relevant (3)

 85:16;93:15;103:22

religious (5)

 57:21;58:15;75:8,11;

 133:11

rely (1)

 97:10

remain (1)

 111:3

remaining (1)

 13:13

remains (1)

 63:4

remarks (1)

 131:13

remediating (1)

 36:20

remember (2)

 120:20;129:22

reminder (1)

 16:19

remove (1)

 114:18

render (2)

 116:19,19

renders (1)

 112:9

renotice (1)

 144:20

reorganization (6)

 12:13;20:19,22;55:3;

 103:22;115:18

reorganized (1)

 13:23

repeat (5)

 95:7;140:5;143:12,

 22;144:11

reply (2)

 21:18;103:15

reported (1)

 7:19

reporting (1)

 106:15

represent (2)

 124:20,22

representation (1)

 71:19

representative (2)

 65:15,18

representatives (3)

 23:23;135:12,13

represented (5)

 9:19;13:15;126:19,

 20,21

representing (3)

 11:10;31:8;52:7

represents (2)

 9:24;125:2

request (7)

 17:10,21;31:20;

 80:23;86:1,2;108:12

requested (1)

 40:19

requesting (1)

 61:18

require (1)

 18:6

required (5)

 50:8;53:22;94:20;

 98:21;109:20

requirements (1)

 28:22

requires (2)

 56:1;69:7

requisite (1)

 127:7

reschedule (1)

 111:11

rescheduling (1)

 111:11

reserve (4)

 76:10;79:13,24;

 122:13

reserved (1)

 79:23

reserves (1)

 79:11

residences (2)

 125:10,11

resolution (1)

 9:3

resolve (5)

 6:14;11:21;90:1;

 103:21;130:21

resolved (4)

 88:23;91:18;99:18;

 122:23

resolves (1)

 86:21

resolving (2)

 19:22;40:4

respect (25)

 7:18;13:2,20;14:9,

 23;17:11;35:16;37:12,

 14;38:3,4;41:23;52:8;

 61:1;62:2,16;66:15;

 68:6;69:2,5;72:21;

 103:1;107:22;120:11;

 133:22

respective (1)

 144:8

respects (1)

 107:12

respond (6)

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(16) purports - respond Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 162

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 103:8,12;121:17;

 132:24;133:16;141:5

responding (2)

 111:16,19

response (6)

 24:20,20;89:15;

 107:23,24;108:13

responsive (1)

 14:24

restricts (1)

 120:15

restructuring (3)

 7:23;53:21;120:13

result (3)

 35:24;83:14;107:15

resulted (1)

 107:9

results (1)

 107:2

return (1)

 139:4

returned (1)

 126:15

reverse (1)

 28:12

review (3)

 13:2;35:13;133:16

reviewed (1)

 21:14

revised (6)

 6:4;22:5,7;31:24;

 93:10;139:16

revisit (4)

 83:16;85:13;132:16;

 134:6

Richard (1)

 80:5

rid (3)

 48:2;80:13;114:20

Riddle (1)

 125:23

Rifkind (1)

 102:19

right (124)

 5:10;8:15,20,21;

 10:4;12:4,10;13:4,6,

 19;17:14,23;19:13;

 20:3,13,19,23;21:6;

 22:9,23;23:13;25:8,12,

 18,21;26:5,7,21;28:5,7;

 30:11;33:12;35:23,23;

 36:1,9;37:23;38:2,15,

 23;40:2;43:21;44:5;

 47:16;52:9;54:25;55:2;

 61:10,21;62:13;64:9;

 65:20;66:2,4;67:20;

 68:17;70:24;71:5,7,11;

 72:6,13;73:17,22;74:5;

 76:11,12,21;78:2;79:3,

 9,10;80:13;82:4,7;

 83:13;87:3;88:5,20;

 89:14;90:16,16;93:23,

 25;97:1,2,8,16;100:8,

 11,18;101:7,25;102:2,

 4,10,12;103:6;104:2,3,

 7,9,9,22;105:11;

 108:24;109:12;115:21;

 118:6;119:16,17;

 122:4,4,9,11;123:10,

 25,25;131:8,8;134:8;

 139:3;140:7;143:6

rights (2)

 116:2;122:13

ripe (2)

 27:3;121:20

rise (1)

 111:2

risk (1)

 38:6

River (1)

 74:18

road (3)

 56:19;91:24;130:10

Robert (1)

 95:5

rock (1)

 41:21

role (1)

 142:13

roll (1)

 24:9

room (7)

 24:18;82:25;94:23;

 95:2,3;99:25;139:16

rosa (2)

 49:16;53:1

Rose (1)

 74:9

round (1)

 115:24

RSA (1)

 9:20

ruined (1)

 53:6

rule (8)

 7:16;38:13;39:9;

 57:5;78:22;90:10;

 91:17;132:14

rules (7)

 56:8;88:3;95:18,22;

 96:23;126:13;128:8

ruling (9)

 7:14;40:6,6;43:12,

 14,15;82:20;107:25;

 134:4

rulings (3)

 26:12;34:6;38:1

run (4)

 63:2;82:14;84:7;

 107:9

rush (3)

 93:20,20,21

S

Sacramento (1)

 135:3

same (20)

 20:21;55:8;58:11;

 62:20;63:8;65:8;67:4;

 68:1;72:13;78:11;

 79:22;82:3,5;112:7;

 113:7,15;125:24;

 130:25;138:3,24

SAN (3)

 5:1;43:1;125:24

satisfied (1)

 9:5

satisfy (2)

 28:22;64:3

Saturday (1)

 108:12

Save (1)

 66:12

saw (6)

 13:7;41:14;89:21;

 103:3;106:7;120:18

saying (27)

 14:11;19:3;27:14;

 28:11,13;36:2;37:3;

 38:5,5,5;39:12;45:20;

 48:5;65:22,22;66:6;

 67:22,23;99:11;119:5;

 124:3;126:14;128:10,

 10;133:8,10;139:19

scenario (3)

 37:2;39:9;60:5

schedule (27)

 13:22;16:12;21:14,

 15,20;23:10,20;24:13;

 26:25;54:3;58:11;60:2;

 71:21,24;74:6;101:13,

 17;103:11;116:3;

 122:19;134:21;137:1;

 138:3;141:14;143:13;

 144:6,19

scheduled (2)

 108:13,14

schedules (2)

 58:6;143:19

scheduling (9)

 14:25;59:4,19;70:21;

 71:14;94:2;122:17;

 132:19;144:5

scowl (1)

 41:24

scramble (1)

 46:13

seated (2)

 5:4;111:3

second (10)

 5:19;15:19;20:16;

 22:5;42:9;54:17;81:4;

 98:12;107:3;108:8

secondly (3)

 25:3;137:17;143:25

Section (4)

 22:7;28:23;105:18;

 140:7

sections (1)

 53:10

security (1)

 46:15

seeing (1)

 77:11

seeking (4)

 7:24;18:19,21;117:1

seeks (1)

 92:1

seem (5)

 19:11;23:15;30:3;

 138:12;141:18

seemed (3)

 48:12;89:25;136:13

seems (13)

 25:23;30:2;41:9;

 48:15;51:2;76:22,24;

 78:6,11;86:2;100:13;

 105:1;144:4

sees (1)

 106:23

segregated (1)

 113:12

seized (1)

 123:17

senior (6)

 25:1,1,2,4;121:15;

 123:11

sense (7)

 14:1;40:5;54:4;

 59:13;63:24;66:22;

 110:2

sentences (1)

 106:2

separate (11)

 70:25;71:19;77:22;

 78:5;79:14,25;93:6;

 114:21;115:12;117:25;

 137:18

Separately (1)

 79:18

SEPTEMBER (5)

 5:1;35:5;44:25;45:1;

 47:12

sequence (2)

 137:13;138:1

serious (1)

 30:2

serve (3)

 12:22;59:23;103:15

served (2)

 18:5;59:20

Services (1)

 70:16

serving (1)

 74:1

set (15)

 8:14;16:21,22;17:17;

 18:8;21:15;23:10;

 26:25;49:2;52:2;78:15;

 79:11;84:7;107:25;

 119:8

sets (2)

 18:22;104:1

setting (4)

 8:24;26:15;79:13;

 84:9

settings (1)

 8:19

settle (11)

 9:6;39:20;63:7;65:3;

 66:9;94:22;113:18;

 115:17,22;116:4;117:2

settleable (1)

 39:23

settled (6)

 22:8;62:8;77:8,22;

 112:8;117:16

settlement (38)

 7:20;9:3;10:25;11:8;

 12:5;13:11;20:13;22:6;

 35:2,11;36:6;49:2,3,4,

 5,7;53:1,1;62:2,18;

 63:3,5;65:7;66:7;69:5,

 6;91:13,23;92:16;93:9;

 94:24;108:1;115:8,16;

 116:21;120:11,14,19

settlements (1)

 125:22

settles (2)

 9:7,8

settling (2)

 63:10;94:14

several (4)

 33:19;42:16;128:1;

 144:10

severely (1)

 124:23

shake (1)

 135:14

shall (4)

 97:20;105:23,25;

 106:1

share (2)

 66:23;68:25

sheet (8)

 19:12;24:24;89:21;

 112:5;113:2;123:10;

 132:21;139:24

sheets (1)

 19:11

Ship (1)

 79:16

shoe (1)

 41:21

short (7)

 22:3;24:19;29:23;

 34:13;89:15,15;105:14

shorten (2)

 138:23;139:11

shortened (1)

 16:22

shoulder (1)

 135:17

show (1)

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(17) responding - show Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 163

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

 67:3

sic (5)

 22:9;43:17;53:5;

 66:25;117:12

side (9)

 18:9;90:11;107:6;

 130:10,11,25;134:10;

 139:11;141:4

sides (1)

 56:1

signed (5)

 9:20;87:13;98:13,19,

 23

significant (5)

 18:5;73:7;100:22;

 106:16;141:12

significantly (4)

 19:1;73:1,2;118:18

signing (2)

 10:8;120:23

Silfen (11)

 121:13,13,25;122:2,

 5,10,12;123:16,21;

 124:1,7

silver (1)

 123:6

similar (5)

 35:14;51:10;64:4;

 72:7;112:11

similarly (3)

 51:9;71:20;137:9

simple (5)

 20:17;68:12;99:16,

 17;125:13

simplify (2)

 33:1,25

simply (8)

 20:7,21;39:12;52:17;

 76:9;81:10;95:16;

 135:12

singing (1)

 142:2

single (3)

 9:10,11;53:7

singled (1)

 70:6

single-digit (1)

 119:1

sit (4)

 63:18;86:10;92:24;

 99:25

sits (1)

 84:1

sitting (2)

 50:4;91:16

situated (2)

 51:9;71:20

SLF (1)

 80:6

slipped (1)

 111:9

small (2)

 77:3;141:8

smart (1)

 49:6

smoke (1)

 52:20

so-called (1)

 107:13

solely (1)

 7:17

solution (1)

 108:7

solve (2)

 7:15;128:17

Somebody (5)

 15:11;30:24;55:22;

 76:19;77:1

somehow (2)

 14:15;104:12

someone (7)

 14:15;15:13;29:19;

 102:6;118:25;142:12,

 13

sometime (1)

 110:10

sometimes (2)

 15:5;55:23

somewhat (1)

 119:3

somewhere (2)

 23:6;73:25

song (1)

 142:1

Sonoma (2)

 98:5,17

soon (1)

 110:10

sooner (7)

 32:7;37:16,25;39:15,

 17;105:6;122:22

soon-to-be-filed (1)

 91:12

sorry (9)

 7:7;16:4;22:13,18;

 43:20;53:9;56:5;111:7;

 144:8

sort (4)

 21:12;33:3;103:6;

 110:3

sounds (3)

 82:19;94:2;129:25

sour (1)

 141:16

speak (5)

 40:15;43:7;79:17;

 110:23;124:19

speaker (5)

 15:13,14,16;139:6;

 144:17

speaking (3)

 39:19;43:7;63:17

specialty (1)

 51:4

specific (4)

 27:8;35:19;99:22;

 139:23

specifically (3)

 24:25;77:25;103:19

speech (1)

 128:19

speeded-up (1)

 17:18

speeds (1)

 47:3

spending (1)

 80:21

spent (1)

 128:14

spoken (1)

 102:23

sponsor (1)

 102:7

spontaneous (1)

 142:4

squeeze (5)

 99:9,19,19;100:19,

 20

staff (1)

 111:7

stage (1)

 63:12

stagger (1)

 33:4

stake (1)

 60:13

staked (1)

 44:23

STAMER (69)

 111:13,14,22;

 112:13,18,21;113:4,9,

 11,14,21,24;114:3,7,9,

 11,14,22,25;115:2,5,7,

 14,20;116:6,8,12,15,

 18;117:5,13,20,22,25;

 118:3,6,9,11,16;119:5,

 10,17,19,24;120:4,6,7,

 9,22;121:6,10,11;

 123:4,10;129:22;

 130:10;131:16;136:13;

 138:21;139:7,9,15,19;

 140:3,14,17,19;141:1,

 15

stand (5)

 45:17;66:24;93:3;

 113:24;133:22

standalone (2)

 8:1;49:7

standards (1)

 129:10

standing (5)

 86:10;111:4,23;

 114:12;116:25

start (10)

 34:15;40:9;44:20,21;

 59:4;81:9;92:4;101:23;

 102:5;107:24

started (8)

 44:16;99:15;106:15;

 107:4;109:22,22;

 136:12;144:10

starting (2)

 85:21;109:13

state (16)

 13:18;32:22;40:3;

 48:22;61:5;70:13;

 71:18;74:1;76:4,25;

 78:24;88:24;89:5,8;

 129:20;136:23

stated (2)

 76:21;133:2

statement (15)

 6:18,22;7:17;14:3,6,

 7,12;26:10;32:7;33:2;

 56:3;60:17;67:7;95:8;

 133:18

States (2)

 72:5,17

State's (2)

 72:25;73:2

statistical (1)

 125:7

statistics (1)

 125:12

status (17)

 5:9;6:17;7:11,18;

 18:15;37:4;52:13,16;

 53:20;54:2;59:9,10;

 66:18;68:22;69:21;

 70:22;95:7

statute (1)

 97:8

statutory (1)

 105:8

stay (2)

 20:3;118:20

stayed (1)

 139:11

steering (1)

 9:19

step (5)

 34:24;65:4,23;66:1;

 94:9

Stephen (2)

 7:7,9

steps (2)

 13:25;102:25

Steve's (1)

 15:14

stick (3)

 33:3;131:12;140:23

still (23)

 10:25;14:1;22:11,19,

 23;39:20;45:12;47:23;

 52:7;54:17,21;64:16,

 23;65:10;85:8;95:13;

 102:20,20;105:1,16;

 117:12;121:12;137:20

stood (3)

 66:22;109:6;142:3

stop (2)

 14:11;72:19

story (1)

 79:23

straighten (1)

 37:18

strange (2)

 65:21;91:2

Strauss (1)

 59:1

street (2)

 31:22;125:5

strike (2)

 78:8;136:21

stroke (2)

 38:16;43:8

strong (1)

 109:21

strongly (3)

 17:1;45:7;107:18

struck (1)

 93:10

structure (1)

 35:4

structures (1)

 36:9

struggle (1)

 36:12

struggling (1)

 42:24

stuck (1)

 46:7

stunning (1)

 34:25

style (1)

 44:20

stymie (1)

 135:3

sub (2)

 49:16;53:1

subdivision (2)

 98:15,18

subject (6)

 14:1;15:6;78:21,22;

 122:19;144:7

submit (3)

 6:12;99:3,17

subordinate (5)

 25:11,14;55:9;91:20;

 92:1

subordinated (1)

 25:5

subordinates (1)

 144:9

subordination (10)

 88:18;89:10,24;

 112:1,9;114:6;117:5;

 123:8,14;136:14

subro (2)

 117:8;135:7

subrogating (1)

 48:20

subrogation (48)

 7:20;9:4,10,11,24;

 13:11;18:25;19:9,14;

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Case No. 19-30088; Chapter 11

September 24, 2019

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 20;63:3;64:3;65:8;

 69:5;86:17,22;87:13;

 88:18;89:24;90:4,20;

 91:20;94:22;112:2,7,

 15;113:1;114:15;

 118:1,13;119:7;

 120:15;123:8,12;

 129:25;132:3;136:14;

 144:9

subros (4)

 115:9,22;117:2;

 120:11

subsection (1)

 105:18

subset (1)

 78:5

subsidiary (1)

 98:14

Substances (1)

 70:15

substantial (1)

 36:8

substantive (2)

 135:2;142:15

suffer (1)

 57:23

suffered (2)

 74:12;75:13

suffering (1)

 42:2

sufficiency (1)

 97:18

sufficient (1)

 133:21

suggest (5)

 18:17;75:25;82:7;

 133:1;137:23

suggested (2)

 52:3;91:22

suggesting (7)

 31:6;34:2;52:22;

 82:17,17;129:11;133:2

suggestion (4)

 74:24;103:23;

 104:11;127:25

suggests (1)

 123:5

Sunday (1)

 80:22

super (2)

 49:18;52:25

Superior (3)

 43:1;82:13;124:16

support (8)

 7:23;14:14;37:15;

 53:21;101:20;107:4,

 18;120:13

supported (1)

 50:17

supporting (1)

 123:3

supportive (3)

 8:7;121:18;122:18

suppose (3)

 66:21;77:16;98:18

supposed (2)

 43:6;68:22

Sure (34)

 5:23;7:18;13:7;

 18:17;19:21;23:12;

 24:10,11;28:19;29:21;

 30:21,22;39:18;61:7;

 62:5;64:22;66:14;

 68:21;75:20;89:6;

 91:17;100:9;102:21;

 106:9;108:14;113:4;

 119:23;125:20;128:15;

 130:4,12;131:17;

 136:6;140:1

surprised (2)

 93:9;109:1

surprising (1)

 24:21

suspect (3)

 97:19;108:25;143:1

switch (1)

 57:18

swoop (1)

 97:18

system (1)

 56:7

systems (1)

 56:8

T

table (3)

 56:5;64:19;134:9

talk (12)

 49:1;54:2;63:18;

 71:14;73:13;85:8;

 108:8;116:8;117:1;

 120:23;134:17;142:7

talked (8)

 32:25;42:5;46:11;

 92:19;111:25;119:25;

 120:18;129:19

talking (18)

 30:6,10,15;31:25;

 32:7;50:2,2;53:10,11;

 81:13;101:6;114:22;

 115:12;117:17;130:18;

 141:24,24;142:8

tally (1)

 77:1

target (2)

 12:21;119:4

taught (1)

 69:18

tax-free (1)

 97:10

TCC (40)

 24:25;25:4;29:24;

 31:14;35:4,8,15;36:7;

 41:14,15,18;63:6,18;

 64:24;81:7,18,22;

 84:14,24;85:22;88:16;

 89:15;107:12;108:11,

 15,24;109:6;110:10;

 112:3;113:17;116:8,

 18;117:3;123:11;

 133:7;134:12;141:19,

 23,24,25

TCCs (6)

 62:17;65:7;86:3;

 91:2;135:13;141:20

team (1)

 69:19

tears (1)

 53:13

tee (14)

 25:22;26:7;33:9,18;

 39:19;55:5;60:9;65:11;

 71:14;74:24;91:9;

 92:12;99:16;102:15

teed (9)

 25:7;60:12,22;65:15;

 91:11,12;92:14,22;

 144:3

teed-up (1)

 107:19

teeing (4)

 26:18;40:9;64:25;

 122:14

telephone (1)

 14:7

telling (5)

 44:2;66:7;96:8;

 121:3;140:12

tells (1)

 47:11

ten (3)

 55:1;109:22;110:25

tends (1)

 127:18

ten-minute (1)

 110:21

tentative (1)

 33:10

term (15)

 19:11,12;20:23;

 24:24;26:3;89:21;

 112:5,17;113:2;

 123:10,12,13;132:21;

 137:13;139:24

terminate (25)

 7:13;14:21;16:25;

 18:21;31:20;36:13,15,

 23;40:22;59:21;61:22;

 65:4,5;66:6;81:13,15,

 21;83:15;89:16;92:9;

 103:25;123:24;132:20;

 140:9,10

terminated (1)

 66:8

terminating (2)

 31:19;92:6

termination (2)

 37:6;85:7

terms (9)

 6:21;12:12;13:25;

 26:2;48:3;54:8;71:22;

 132:19;141:13

Thanks (7)

 8:11;70:5;86:6;98:1;

 110:20;120:8;121:11

That'll (2)

 6:14;141:13

theories (1)

 101:8

theory (1)

 133:3

there'd (1)

 106:15

therefore (6)

 64:11;75:24;77:6;

 113:14;114:18;122:23

there'll (5)

 66:6;107:13;111:18;

 118:22;119:3

thereof (1)

 98:15

thinking (5)

 21:19;33:18;52:18;

 73:4;90:12

third (5)

 45:24;48:10;54:17;

 84:25;122:2

third-party (2)

 69:18;143:1

thirteen (1)

 119:8

thirty (1)

 42:4

thirty-five (1)

 47:19

thirty-six (1)

 109:10

though (8)

 7:6;35:25;48:3;

 64:21;87:16;98:17;

 128:12;136:9

thought (9)

 9:15;20:6;28:11;

 31:7;38:20;78:10;

 93:13;102:23;106:6

thoughtfully (1)

 130:8

thoughts (2)

 83:1;142:13

thousands (1)

 41:25

three (11)

 29:5;40:9,24;45:16;

 54:23;77:21;100:22;

 125:12,17;128:13;

 136:13

Thursday (2)

 103:10;140:13

ticket (2)

 25:22;101:14

tie (2)

 12:17;53:23

tied (2)

 35:6;98:20

tier (1)

 93:16

tight (2)

 60:3;140:24

tighter (1)

 106:25

timeline (6)

 31:18,18,21,24;32:3,

 18

timelines (1)

 103:13

timely (3)

 12:24;31:3;128:5

times (1)

 129:18

timing (2)

 71:22;141:13

title (1)

 20:23

today (41)

 7:11,24;11:21;29:5;

 30:3;35:12,13;36:13;

 37:4;40:16,20;42:7;

 43:17;47:5;52:12;

 57:15;64:17,19;67:1;

 68:19,23;69:6,11;80:9;

 85:25;87:2;91:16;92:1,

 18;94:4;101:13;

 102:12;107:17;124:11;

 133:6;135:25;137:23;

 139:20;140:12;142:12;

 144:6

today's (1)

 14:20

together (4)

 12:17;19:19;93:17;

 110:14

told (11)

 13:5,5;44:8;55:12;

 91:4;92:21;98:23;

 109:7,8;114:5;143:20

tomorrow (4)

 140:19,20,22;141:2

tonight (3)

 140:15,17,18

took (4)

 41:23;111:5;114:11;

 129:7

tool (1)

 52:7

toolbox (1)

 52:7

top (1)

 139:11

tort (34)

 13:15;14:4,9;16:18,

 24;18:25;34:17;40:18;

 42:10;43:3;45:19;46:3;

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Case No. 19-30088; Chapter 11

September 24, 2019

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 113:8,15,18;114:23;

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 121:25;124:21;127:24;

 135:2

total (1)

 67:13

totally (1)

 81:14

touch (1)

 88:11

touching (1)

 33:5

Toxic (1)

 70:15

track (8)

 10:23;13:10,22;16:5;

 72:12;106:7;144:1,18

traditional (1)

 129:10

tragedies (1)

 48:4

transaction (1)

 98:23

transcripts (1)

 109:4

transparency (2)

 68:6;130:19

transparent (2)

 69:1;142:10

travel (2)

 80:22;138:13

traveling (1)

 15:23

travels (1)

 145:1

treat (3)

 27:22;28:1;53:6

treated (11)

 9:12;34:4;42:5;

 44:23;46:16;79:19,22;

 112:12,13;113:14;

 137:9

treatment (9)

 9:20;33:12;51:10;

 62:20;65:9;77:14;

 120:16,17;122:3

treats (2)

 79:16;123:11

tremendous (1)

 123:18

trial (5)

 13:20;31:22;43:1;

 84:12;103:14

tried (1)

 134:21

trimmed (1)

 79:4

tripping (1)

 67:2

trot (1)

 135:8

trouble (1)

 28:18

troubled (1)

 20:20

troubling (1)

 69:7

Troy (15)

 72:5,10,11,14,16,16,

 22;73:7,10,12,18,20,

 23;74:3,4

true (6)

 57:4;60:18;84:17,18,

 20;106:17

truly (1)

 34:25

trust (1)

 69:10

trustee (3)

 50:5;121:14;122:15

try (7)

 15:4;33:25;109:14;

 134:3;135:16;136:3;

 143:12

trying (17)

 8:18;25:10;33:2;

 37:18;39:11;50:1;63:2;

 70:8;72:12;82:14;83:4;

 101:12;104:18;110:11;

 125:20;128:15;135:3

Tubbs (8)

 13:20;31:22;32:9;

 53:24;84:12;85:9;

 103:14;130:7

TUESDAY (1)

 5:1

TURN (12)

 13:5;24:23;29:13;

 56:11;69:21;73:1;95:6,

 14;104:12;105:15;

 107:12;109:14

turnip (1)

 131:2

twenty (5)

 9:4;68:20;128:14;

 132:12;136:6

twenty-first (1)

 71:3

twenty-five (1)

 46:4

twenty-four (7)

 19:8;62:11;112:5;

 113:21;115:23;129:24;

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twenty-four-plus (1)

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two (43)

 5:8,9;14:14;21:20;

 23:19;25:6;26:19,19;

 27:16;29:7,8;37:10;

 42:12;45:3,10;52:20;

 55:1;56:1,24;57:12;

 64:12;65:3;66:15;67:4,

 16,25;68:1;74:5;77:13,

 20;80:9;81:3;85:11,12;

 89:8;96:17;106:19;

 110:23;116:3,4;

 125:17;137:18;143:13

two-day (1)

 8:18

two-line (1)

 98:8

type (1)

 132:25

typically (1)

 116:5

U

ugly (1)

 120:22

ultimately (3)

 63:25;88:24;130:3

Um-hum (5)

 23:21;29:6;33:6;

 36:5;59:11

unaddressed (1)

 141:17

unanimity (2)

 87:2,4

unclear (1)

 64:23

under (30)

 9:12,21;10:18;11:8;

 12:25;13:24;14:4;

 19:15,17;20:23;28:2;

 38:9;39:9;48:22;50:13,

 17;51:10;61:24;64:5;

 65:9,13;81:15;88:2;

 102:1;105:7,18;

 115:20;131:20;140:7;

 143:23

underlying (3)

 8:6;35:11;67:23

undermine (1)

 11:17

underneath (1)

 81:14

underscore (1)

 37:8

Understood (3)

 72:2;87:23;111:22

undisputed (1)

 77:9

undoubtedly (2)

 42:14;121:4

unfathomable (1)

 53:19

unfortunate (2)

 56:7;93:20

UNIDENTIFIED (4)

 15:14;42:11;139:6;

 144:17

unilaterally (4)

 84:6,7,9;106:24

unimpair (10)

 27:9,21;28:15;29:2;

 38:10,16;39:13,14;

 68:11,13

unimpaired (5)

 25:3;27:23;28:4;

 39:5;110:2

unimpairment (1)

 38:4

uninsured (1)

 109:8

UNISON (2)

 22:15;144:25

United (2)

 72:4,17

unknowns (1)

 85:12

unless (7)

 7:1;20:19;21:2,24;

 40:10;46:9;144:13

unlevel (1)

 63:25

Unlike (1)

 125:2

unliquidated (2)

 70:22;72:8

unsecured (4)

 34:16,23;35:10;39:4

unusual (4)

 42:3;43:15;81:24;

 129:9

up (95)

 7:3;10:8;12:17;

 16:23;23:9,9,20;25:7,

 22;26:7,19;31:24;33:9,

 18;34:4;37:13;39:19;

 40:9;41:5;42:23;45:10,

 17;47:5;48:7;49:2;

 53:7,23;55:5,24;57:21;

 58:14;60:9,12,23;

 64:19,25;65:11,15;

 66:22,24;69:16;71:14,

 20;74:24;78:15;80:12;

 84:14,15;86:12;87:13;

 91:9,11,12,16;92:12,

 14,22;93:3;94:4;98:13;

 99:13,14,16;102:15;

 105:15;109:6;111:4,

 23;113:23,24,25;114:2,

 12;115:7;116:25;

 117:18;118:21;119:24;

 120:20;122:14,18;

 125:5;127:20,24;

 130:13;133:12,21;

 134:3;135:3;136:5;

 137:25;142:3;143:17;

 144:3,16

upcoming (1)

 14:10

upon (6)

 6:7;59:23;64:2;77:4;

 107:7;131:11

upset (2)

 31:8;50:23

upstairs (1)

 17:7

upwards (1)

 44:6

urge (1)

 97:9

use (3)

 112:18;125:17,24

used (3)

 123:12;125:9,22

using (3)

 81:21;125:7,19

usually (2)

 53:10;109:18

V

value (11)

 11:8;42:18,22;43:3;

 44:10,16;46:17,24;

 47:10;94:20;126:6

variety (3)

 128:2;129:11;143:10

various (4)

 34:14;70:13;72:18;

 101:5

vast (1)

 17:6

vehicle (1)

 129:2

version (1)

 118:8

versus (2)

 88:25;104:18

victim (8)

 79:5;95:15;105:17,

 24;106:1;124:25;

 127:22;128:17

victims (18)

 41:4;53:3,3,17;

 79:19;80:6;82:6;83:21;

 84:2;94:21,24;95:13;

 113:8,15;125:4;

 127:17,17;132:12

victims' (3)

 42:19;46:4;111:18

victim's (1)

 109:9

view (12)

 10:17;14:18;22:20;

 27:22,24;28:1;61:19;

 99:25;109:25;117:6;

 124:2;130:3

views (3)

 71:20;123:1;130:8

violate (3)

 95:16,17;123:13

violates (2)

 97:19;132:13

virtue (2)

 19:3;116:21

vote (8)

 10:19;11:8;28:19,22,

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PG&E CORPORATION AND 

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Case No. 19-30088; Chapter 11

September 24, 2019

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voted (2)

 10:10;39:6

votes (3)

 11:23;29:1;50:6

voting (2)

 10:14;28:18

W

Wait (7)

 5:19;15:9;27:21;

 50:7,7;76:25;81:12

waiting (1)

 124:17

walk (2)

 81:5,6

Wall (1)

 125:5

wand (1)

 68:13

wants (9)

 24:18;31:14;34:17,

 19;58:23;88:21;99:20;

 127:5;144:13

warning (1)

 143:5

water (2)

 92:2,9

wave (1)

 68:12

way (38)

 5:15;22:7,24;28:1;

 31:18;33:8,17;37:10;

 43:12;46:21;47:3;50:1;

 53:4,4;56:17;58:18;

 59:21;60:7;65:24;66:5;

 70:8;86:2;91:3,4;

 94:15;100:23;101:5;

 102:14;104:22;106:9;

 107:11;110:16;113:11;

 116:9;131:16;136:6;

 140:7;142:10

ways (1)

 38:18

weaken (1)

 86:2

week (13)

 15:7,8,19;17:6;

 38:13,14;46:3;103:10;

 108:15;133:19,20;

 139:4,4

weekend (1)

 113:1

weeks (4)

 35:1,2;83:14;128:13

weigh (2)

 89:10,12

Weil (2)

 5:23;7:9

Weiss (1)

 102:19

welcome (1)

 86:10

well-established (1)

 129:13

Wharton (1)

 102:19

whatever's (1)

 119:8

what's (10)

 8:19;15:9;16:12;

 54:15,16;77:1;91:25;

 95:7;101:7;134:9

whatsoever (1)

 67:23

wheel (1)

 83:12

whenever (3)

 18:21;52:22;87:25

Whereupon (1)

 145:2

whole (6)

 26:20;54:3;57:1;

 89:23,25;114:25

who's (2)

 21:24;138:1

whose (3)

 41:22;53:6;114:17

why's (1)

 81:4

widely (1)

 7:19

widespread (1)

 30:13

wildfire (17)

 12:24;13:24;19:16;

 22:25;62:12;64:6;

 77:23;95:13,15;97:10;

 105:17,24,25;109:3;

 119:11,13;120:2

wildfire-related (1)

 77:14

willing (5)

 18:20;36:8;61:16;

 65:8;71:25

Willkie (2)

 9:24;86:16

win (1)

 38:7

window (1)

 118:22

WINTHROP (27)

 74:8,9,16,18;75:5,8,

 11,15,18,21,24;76:5,

 14,18,21;77:11,24;

 78:12,18,19,25;79:3,8,

 10,18;80:2,3

within (4)

 14:7;118:20;131:3;

 139:17

without (6)

 21:19;26:10;79:20;

 90:11;91:18;143:5

wonderful (2)

 47:20,21

word (6)

 54:4;58:7;69:15,15;

 125:8;128:15

words (6)

 21:5;26:14;31:25;

 62:7;76:3;128:22

work (25)

 18:3,14;21:21;23:24;

 44:6;53:11;58:9,18;

 60:4;71:21,23,25;72:1,

 20;74:6;80:25;94:11,

 11;104:15;109:24;

 110:13;113:11;128:24;

 137:24;143:19

worked (3)

 35:4;143:7,8

working (3)

 74:22;75:21;127:6

works (5)

 23:25;80:11,22,23,

 24

world (8)

 20:17;53:16,18,18;

 55:21;129:20,21;

 136:20

world's (1)

 12:10

worried (1)

 93:12

worry (2)

 40:2;142:20

worth (3)

 50:23;106:6;117:7

write (1)

 36:8

written (1)

 67:17

wrong (9)

 27:8;38:6;68:9;

 87:24;91:3,4;93:12;

 101:8;123:13

Y

year (1)

 15:20

years (1)

 42:4

yesterday (7)

 6:5;12:2;67:8,17;

 69:22;93:7;144:1

Yom (1)

 122:18

Z

zero (5)

 19:14;41:15,16,17;

 44:20

1

1,200 (1)

 74:19

1.151 (1)

 98:10

1.5 (1)

 67:5

1:30 (3)

 140:23;141:9;144:23

10 (2)

 17:9,24

10/21 (1)

 73:24

100,000 (3)

 109:8;125:9,18

1054 (9)

 12:25;13:24;19:10,

 15;52:18;95:11,16;

 96:25;97:9

10th (6)

 15:24;17:5;57:19,23,

 24;81:11

11 (5)

 12:23;45:5;94:23;

 103:1;105:1

11:27 (1)

 111:1

11:43 (1)

 111:1

1121 (1)

 140:7

1129 (1)

 28:23

11s (1)

 20:18

11th (8)

 16:6,11,12;17:5;

 21:22;57:19,24;139:3

12.4 (1)

 43:8

12:26 (1)

 145:2

14 (2)

 44:12;103:15

14,000 (1)

 125:10

15th (1)

 21:18

17.5 (1)

 121:15

18.4 (1)

 43:8

2

2005 (1)

 77:8

2015 (1)

 77:4

2019 (4)

 5:1;121:5,7,8

2020 (3)

 13:10;103:18;133:21

21 (1)

 118:22

21st (5)

 14:10;73:16,22;

 109:11;127:20

22.6 (1)

 43:9

22nd (2)

 21:18;127:21

23 (1)

 103:16

235 (5)

 95:12,16;96:9,14,25

23rd (4)

 8:14,24;92:22,23

24 (1)

 5:1

24th (2)

 45:1;140:12

25 (1)

 21:17

25th (1)

 141:4

3

30 (2)

 13:10;55:23

30th (2)

 47:13;133:21

4

4.18 (1)

 22:7

4th (1)

 141:5

5

502c (7)

 76:16;104:25;

 129:21;132:6,16;

 137:15;143:23

5500 (1)

 80:8

5b1 (1)

 22:8

7

7 (3)

 50:4;103:7,11

70,000 (1)

 125:13

7th (26)

 16:7;17:7,21;52:2,

 22;57:21;59:8,22;60:3,

 7;80:10,21;81:11;

 93:22;112:4;114:4,19;

 122:19;132:24;133:11;

 138:11;140:23;141:3,

 8;143:15;144:23

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(21) voted - 7th Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 167

of 168
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088; Chapter 11

September 24, 2019

8

8- (1)

 125:16

8.4 (8)

 42:20;43:4,8,17;

 44:13;45:22;46:12;

 55:22

8th (10)

 15:2;17:11;52:22;

 81:11;133:2,7,9;141:7,

 7;144:22

8-whatever (1)

 45:4

9

9,000 (1)

 125:16

9.2 (2)

 105:18,20

9:31 (1)

 5:1

9019 (23)

 40:21;49:7;50:1,3,

 13,17;56:19,23;63:2;

 64:25;65:11,14,17;

 92:15;93:6,11,17;

 115:20;116:5,10;

 121:6,7,8

9019-type (1)

 115:13

9th (5)

 15:23,25,25;17:1;

 44:25

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(22) 8- - 9th Case: 19-30088 Doc# 4003 Filed: 09/25/19 Entered: 09/25/19 14:46:19 Page 168

of 168