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DEBTORS’ MOTION FOR INTERIM 

COMPENSATION PROCEDURES

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Proposed Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

 - and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Bankruptcy Case 

No. 19 -30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

MOTION OF DEBTORS PURSUANT TO 

11 U.S.C. §§ 331 AND 105(a) AND FED. R. 

BANKR. P. 2016 FOR AUTHORITY TO 

ESTABLISH PROCEDURES FOR INTERIM 

COMPENSATION AND REIMBURSEMENT 

OF EXPENSES OF PROFESSIONALS

Date: February 27, 2019

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

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Debtors.

 Affects PG&E Corporation

 Affects Pacific Gas and Electric 

Company 

 Affects both Debtors

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

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767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company

(the “Utility”), as debtors and debtors in possession (collectively, “PG&E” or the “Debtors”) in the 

above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby submit this Motion 

(the “Motion”), pursuant to sections 331 and 105(a) of title 11 of the United States Code 

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

(the “Bankruptcy Rules”), for authority to establish an orderly and regular process for interim and

monthly allowance and payment of compensation and reimbursement of expenses (the “Interim 

Compensation Procedures”) for professionals whose services are authorized by this Court pursuant 

to sections 327 or 1103 of the Bankruptcy Code and who will be required to file applications for 

allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the 

Bankruptcy Code and Bankruptcy Rule 2016(a). 

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

Exhibit A (the “Proposed Order”). 

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767 Fifth Avenue

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

MEMORANDUM OF POINTS AND AUTHORITIES

I. JURISDICTION

The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 

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

Order 24 (N.D. Cal.), and Rule 5011-1(a) of the Bankruptcy Local Rules for the United States 

District Court for the Northern District of California (the “Bankruptcy Local Rules”). This is a 

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

U.S.C. §§ 1408 and 1409. 

II. BACKGROUND

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court 

voluntary cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their 

businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 

1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee has been appointed in 

either of the Chapter 11 Cases.

The Debtors’ Chapter 11 Cases are being jointly administered for procedural 

purposes only pursuant to Bankruptcy Rule 1015(b). 

Additional information regarding the circumstances leading to the commencement of 

the Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is set 

forth in the Amended Declaration of Jason P. Wells in Support of the First Day Motions and Related 

Relief [Docket No. 263] (the “Wells Declaration”).

III. RETENTION OF PROFESSIONALS

Given the size and complex nature of these Chapter 11 Cases, the Debtors require the 

assistance of a number of professionals to efficiently manage these cases to successfully and timely 

emerge from chapter 11. Accordingly, the Debtors have filed (or will soon file) separate 

applications with the Court to employ and retain a number of professionals, including, without 

limitation, (i) Weil, Gotshal & Manges LLP, as attorneys to represent them in the Chapter 11 Cases, 

(ii) Keller & Benvenutti LLP, as local counsel, (iii) Lazard Frères & Co. LLC, as investment banker, 

(iv) AP Services LLP, to provide a chief restructuring officer, a chief transition officer, and other 

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767 Fifth Avenue

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

personnel, (v) Cravath, Swaine & Moore LLP, as corporate counsel, and (vi) Prime Clerk LLP, as 

administrative agent (collectively, the “Debtors’ Professionals”). The Debtors may also need to 

retain additional professionals in connection with the administration of the Chapter 11 Cases. 1 In 

addition, any statutory committees (each a “Committee”) appointed in these Chapter 11 Cases

pursuant to section 1102 of the Bankruptcy Code will likely retain counsel and possibly other 

professionals to represent them in these Chapter 11 Cases (collectively, the “Committee 

Professionals” and, together with the Debtors’ Professionals, the “Retained Professionals”).

IV. PROPOSED COMPENSATION AND REIMBURSEMENT PROCEDURES

The Debtors believe that establishing orderly procedures to pay the Retained 

Professionals will streamline the administration of the Chapter 11 Cases and otherwise promote 

efficiency for the Court, the Office of the United States Trustee (the “U.S. Trustee”), and all parties 

in interest. A streamlined process for serving interim and monthly fee applications and notices 

thereof is in the best interest of the Debtors because it will facilitate efficient review of, and enable 

parties to more efficiently monitor, the Retained Professionals’ fees and expenses incurred in the

Chapter 11 Cases while saving the Debtors unnecessary copying and mailing expenses. 

Accordingly, the Debtors propose that the payment of compensation and reimbursement of expenses 

of Retained Professionals be structured as follows:

Monthly Fee Statements

(a) On or after the 30th day of each calendar month, following the month for 

which compensation is sought, each Retained Professional seeking interim 

allowance of its fees and expenses may file a monthly statement, which will 

include the relevant time entry and description and expense detail, with the 

Court for interim allowance of compensation for services rendered and 

reimbursement of expenses incurred during the preceding month (a “Monthly 

 

1 In addition, the Debtors have filed, or will soon file, a motion pursuant to sections 105(a), 327, 328, 

and 330 of the Bankruptcy Code seeking authority to employ certain legal professionals used in the 

ordinary course of business (collectively, the “Ordinary Course Professionals”). Pursuant to the 

relief requested in such motion, Ordinary Course Professionals will not need to file individual 

retention applications and will be paid in full without interim or final fee applications, subject to 

monthly and annual caps on fees and expenses. Any Ordinary Course Professional seeking payment 

of fees exceeding the monthly cap will be required to file a fee application pursuant to the 

procedures set forth in the Proposed Order. 

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767 Fifth Avenue

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Fee Statement”). Retained Professionals may submit the first Monthly Fee 

Statement, covering the period from the Petition Date through February 28, 

2019, on or after April 1, 2019.

(b) Each Retained Professional shall properly serve a copy of such Monthly Fee 

Statement on the following parties (collectively, the “Notice Parties”): 

(1) the Debtors c/o Pacific Gas & Electric Company, 77 Beale 

Street, San Francisco, CA 94105 (Attn: Janet Loduca, Esq.); 

(2) the proposed attorneys for the Debtors, Weil, Gotshal & 

Manges LLP, 767 Fifth Avenue, New York, New York 10153 

(Attn: Stephen Karotkin, Esq. and Rachael Foust, Esq.) and

Keller & Benvenutti LLP, 650 California Street, Suite 1900, 

San Francisco, CA 94108 (Attn: Tobias S. Keller, Esq. and 

Jane Kim, Esq.);

(3) the Office of the United States Trustee for Region 17, 450 

Golden Gate Avenue, 5th Floor, Suite #05-0153, San 

Francisco, CA 94102 (Attn: James L. Snyder, Esq. and 

Timothy Laffredi, Esq.); and

(4) counsel to each of the Committees.

(c) Any Retained Professional that fails to file a Monthly Fee Statement for a 

particular month or months may subsequently submit a consolidated Monthly 

Fee Statement that includes a request for compensation earned or expenses 

incurred during previous months. All Monthly Fee Statements will comply 

with the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local 

Rules, the Guidelines for Compensation and Expense Reimbursement of 

Professionals and Trustees for the Northern District of California, dated 

February 19, 2014 (the “Local Guidelines”), and the U.S. Trustee Guidelines 

for Reviewing Applications for Compensation and Reimbursement of 

Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 

Cases, effective November 1, 2013 (the “UST Guidelines” and, together with 

the Local Guidelines, collectively, the ‘Fee Guidelines”).

(d) The deadline to object to any Monthly Fee Statement is 4:00 p.m. (prevailing 

Pacific Time) on the 20th day (or the next business day if such day is not a 

business day) following the date the Monthly Fee Statement is served 

(the “Objection Deadline”).

(e) To object to a Retained Professional’s Monthly Fee Statement, the party must 

(i) file a written objection on or before the Objection Deadline and (ii) serve 

the objection upon the affected Retained Professional and the Notice Parties 

on or before the Objection Deadline.

(f) Upon the expiration of the Objection Deadline, a Retained Professional may 

file a certificate of no objection (a “CNO”) with the Court with respect to any 

fees and expenses not subject to objection. After a Retained Professional files 

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

a CNO, the Debtors will pay the Retained Professional 80% of the fees and 

100% of the expenses requested in the applicable Monthly Fee Statement that 

are not subject to an objection.

(g) If a portion of the fees and expenses requested in a Monthly Fee Statement is 

subject to an objection and the parties are unable to reach a consensual 

resolution, the Retained Professional may (i) request the Court approve the 

amounts subject to objection or (ii) forego payment of such amounts until the 

next hearing to consider interim or final fee applications, at which time the 

Court will adjudicate any unresolved objections. 

Interim Fee Applications

(a) At four-month intervals or such other intervals convenient to the Court, 

Retained Professionals may file with the Court an application (an “Interim 

Fee Application”) for interim approval and allowance of compensation and 

reimbursement of expenses sought by such Retained Professional in its 

Monthly Fee Statements, including any holdbacks, filed during the preceding 

interim period (the “Interim Fee Period”). The initial Interim Fee Period 

will include the period from the Petition Date through May 31, 2019.

(b) Retained Professionals will file their Interim Fee Applications on or before the 

45th day, or the next business day if such day is not a business day, following 

the end of each Interim Fee Period.

(c) The Interim Fee Application will include a brief description identifying the 

following: 

(1) the Monthly Fee Statements that are the subject of the request; 

(2) the amount of fees and expenses requested; 

(3) the amount of fees and expenses paid to date or subject to an 

objection; 

(4) the deadline for parties to file objections to the Interim Fee 

Application (“Additional Objections”); and

(5) any other information requested by the Court or required by the 

Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local 

Rules, or the Fee Guidelines.

(d) Additional Objections to any Interim Fee Application will be filed and served 

upon the affected Retained Professional and the Notice Parties so as to be 

received on or before 4:00 p.m. (prevailing Pacific Time) on the 20th day (or 

the next business day if such day is not a business day), following service of 

the applicable Interim Fee Application.

(e) Each Retained Professional will properly serve its Interim Fee Application 

and final fee application upon the Notice Parties. Each Retained Professional 

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767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

will properly serve a notice of hearing on its Interim Fee Application and final 

fee application on all parties that have requested notice in these Chapter 11 

Cases pursuant to Bankruptcy Rule 2002. No further notice shall be

necessary.

(f) The Debtors may request that the Court schedule a hearing on Interim Fee 

Applications at least once every four months or at such other intervals as the 

Court deems appropriate. If no Objections are pending and no Additional 

Objections are timely filed, the Court may grant an Interim Fee Application 

without a hearing.

(g) A pending objection to compensation or reimbursement of any Retained 

Professional does not disqualify a Retained Professional from future 

compensation or reimbursement. 

(h) Any Retained Professional that fails to file a Monthly Fee Statement or an 

Interim Fee Application when due or permitted will not receive further interim 

compensation or reimbursement until the Retained Professional submits any 

outstanding Monthly Fee Statements or Interim Fee Applications. There are 

no other penalties for failing to file a Monthly Fee Statement or Interim Fee 

Application.

(i) Neither (i) the payment of, or the failure to pay, in whole or in part, any 

interim compensation and reimbursement to a Retained Professional nor 

(ii) the filing of, or failure to file an objection, will bind any party in interest 

or the Court with respect to the final allowance of any compensation of fees 

for services rendered or reimbursement of expenses incurred. All fees and 

expenses paid to Retained Professionals under these Interim Compensation 

Procedures are subject to disgorgement until final allowance by the Court.

(j) No Retained Professional may serve a Monthly Fee Statement or file an 

Interim Fee Application until the Court enters an order approving the retention 

of such Professional pursuant to sections 327 or 1103 of the Bankruptcy Code.

(k) The attorneys for any Committees may, in accordance with the Interim 

Compensation Procedures, collect and submit statements of expenses, with 

supporting vouchers, from members of such Committee; provided that these 

reimbursement requests must comply with the Fee Guidelines.

V. BASIS FOR RELIEF REQUESTED

Pursuant to section 331 of the Bankruptcy Code, all Retained Professionals are 

entitled to submit applications for interim compensation and reimbursement of expenses every onehundred and twenty (120) days, or more often if the Court permits. Section 331 of the Bankruptcy 

Code provides, in part, as follows:

A trustee, an examiner, a debtor’s attorney, or any professional 

person employed under section 327 or 1103 of this title may apply 

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

to the court not more than once every 120 days after an order for 

relief in a case under this title, or more often if the court permits, 

for such compensation for services rendered before the date of 

such an application or reimbursement for expenses incurred before 

such date as is provided under section 330 of this title.

11 U.S.C. § 331. Section 105(a) of the Bankruptcy Code authorizes the Court to issue any order 

“that is necessary or appropriate to carry out the provisions” of the Bankruptcy Code. Id. § 105(a). 

Thus, the Court has ample authority to enter an order authorizing the Interim Compensation 

Procedures requested herein.

Courts in this Circuit have made it clear that monthly interim payments to 

professionals employed in large chapter 11 cases are reasonable and appropriate. See e.g. In re 

Knudsen, 84 B.R. 668, 672 (B.A.P. 9th Cir. 1988) (“[T]he Trustee ignores the problem, arising 

especially in large cases, that when counsel must wait an extended period for payment, counsel is 

essentially compelled to finance the reorganization. This result is improper and may discourage 

qualified practitioners from participating in bankruptcy cases; a result that is clearly contrary to 

Congressional intent.”). In Knudsen, the Ninth Circuit Bankruptcy Appellant Panel identified four 

criteria to be applied in evaluating whether to adopt such a procedure:

1. The case is an unusually large one in which an 

exceptionally large amount of fees accrue each month;

2. The court is convinced that waiting an extended period for 

payment would place an undue hardship on counsel;

3. The court is satisfied that counsel can respond to any 

reassessment in one or more of the ways listed above; an

4. The fee retainer procedure is, itself, the subject of a noticed 

hearing prior to any payment thereunder.

Knudsen, supra, 84 B.R. at 672.

The size and complexity of these Chapter 11 Cases and the amount of time and effort 

that will be required from Retained Professionals to effectuate a successful outcome justify approval 

of the Interim Compensation Procedures requested herein. The proposed Interim Compensation 

Procedures are necessary to ensure that Retained Professionals are fairly and timely compensated for 

their services in these cases and are not forced to bear undue financial burden or risk caused by 

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

delays in payment. The proposed Interim Compensation Procedures will enable the Debtors to 

closely monitor the costs of administration, forecast cash flows, and implement efficient cash 

management procedures. Absent streamlined compensation procedures, the professional fee 

application and review process could be exceptionally burdensome on the Debtors, the Retained 

Professionals, the Court, and other parties. Accordingly, the Interim Compensation Procedures 

should be approved. 

VI. RESERVATION OF RIGHTS

Nothing contained herein is intended to be or shall be construed as (i) an admission 

as to the validity of any claim against the Debtors, (ii) a waiver of the Debtors’ or any appropriate 

party in interest’s rights to dispute any claim, or (iii) an approval or assumption of any agreement, 

contract, program, policy, or lease under section 365 of the Bankruptcy Code. Likewise, if the 

Court grants the relief sought herein, any payment made pursuant to the Court’s order is not 

intended to be and should not be construed as an admission to the validity of any claim or a waiver 

of the Debtors’ rights to dispute such claim subsequently.

VII. NOTICE

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

for Region 17 (Attn: James L. Snyder, Esq. and Timothy Laffredi, Esq.); (ii) the Debtors’ fifty (50) 

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

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

California Public Utilities Commission; (vii) the Nuclear Regulatory Commission; (viii) the Federal 

Energy Regulatory Commission; (ix) the Office of the United States Attorney for the Northern 

District of California; (x) counsel for the agent under the Debtors’ debtor in possession financing 

facilities; and (xi) those persons who have formally appeared in these Chapter 11 Cases and 

requested service pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no 

further notice is required.

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

or any other court.

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

WHEREFORE the Debtors respectfully request entry of an order granting the 

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

appropriate.

Dated: February 6, 2019 WEIL, GOTSHAL & MANGES LLP

 KELLER & BENVENUTTI LLP

By: /s/ Jane Kim

 Jane Kim 

Proposed Attorneys for Debtors

and Debtors in Possession

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