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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: (415) 496-6723 

Fax: (415) 636-9251 

Attorneys for Debtors and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

 - and – 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric 

Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case 

No. 19-30088 (DM).

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

SUMMARY SHEET TO FIRST INTERIM FEE 

APPLICATION OF KELLER & BENVENUTTI 

LLP FOR ALLOWANCE AND PAYMENT OF 

COMPENSATION AND REIMBURSEMENT OF 

EXPENSES (JANUARY 29, 2019 THROUGH 

MAY 31, 2019) 

Date: September 25, 2019 

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

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Judge: Hon. Dennis Montali 

Objection Deadline: August 8, 2019 

 4:00 p.m. (Pacific Time)

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GENERAL INFORMATION 

Name of Applicant: Keller & Benvenutti LLP (“Keller & Benvenutti” or the “Firm”) 

Authorized to Provide 

Professional Services to: Attorneys for Debtors and Debtors in Possession 

Petition Date: January 29, 2019 

Retention Date: April 9, 2019 nunc pro tunc to January 29, 2019 

Prior Applications: None

SUMMARY OF FEES AND EXPENSES SOUGHT IN THIS APPLICATION 

Amount of Compensation Sought as Actual, Reasonable, and Necessary: $1,116,645.00 

Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: $32,606.79 

Total Compensation and Expenses Requested for the Compensation Period: $1,149,251.79 

SUMMARY OF PRIOR MONTHLY FEE STATEMENTS 

Date Filed Period 

Covered 

Requested 

Fees 

Requested 

Expenses 

Paid Fees Paid 

Expenses 

Holdback 

Fees 

Requested 

4/10/19 

[Dkt. No. 1332] 

1/29/19 – 

2/28/19 

$401,910.00 $13,631.54 $351,528.00 $13,631.54 $80,382.00 

5/8/19 

[Dkt. No. 1933] 

3/1/19 – 

3/31/19 

$248,035.00 $11,119.23 $198,428.00 $11,119.23 $49,607.00 

6/6/19 

[Dkt. No. 2435 

4/1/19 – 

4/30/19 

$271,250.00 $2,705.34 $217,000.00 $2,705.34 $54,250.00 

7/8/19 

[Dkt. No. 2894] 

5/1/19 – 

5/31/19 

$195,450.00 $5,150.68 $0 $0 $39,090.00 

 $1,116,645.00 $32,606.79 $736,956.00 $27,456.11 $223,329.00 

Summary of Any Objections to Monthly Fee Statements: None. 

Compensation and Expenses Sought in this Interim Application Not Yet Paid: $223,329.001

 

1

 Assumes payment received on May monthly fee request on or prior to the hearing hereon. 

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COMPENSATION BY PROFESSIONAL 

JANUARY 29, 2019 THROUGH MAY 31, 2019 

The attorneys and paraprofessionals who rendered legal services in these Chapter 11 Cases 

during the Interim Fee Period are:

NAME OF 

PROFESSIONAL: POSITION 

YEAR 

ADMITTED 

HOURLY

RATE 

TOTAL

HOURS

BILLED 

TOTAL 

COMPENSATION 

Tobias S. Keller Partner 1990 800 228.5 $180,240 

Peter J. Benvenutti Partner 1974 800 351.5 $281,200

Jane Kim Partner 20031 650 451.4 $287,885 

Keith A. McDaniels Of Counsel 1997 600 188.3 $112,590 

Berry Spears Of Counsel 19822 800 2.5 $2,000 

Dara L. Silveira Associate 2010 400 4.5 $1,800 

Thomas B. Rupp Associate 2011 400 432.4 $172,960 

Jacob Bodden Paralegal Trainee N/A 150 335.9 $50,385 

Stacy Oborne Paralegal N/A 225 122.6 $27,585 

Total Professionals: 2,117.6 $1,116,645 

1 Member of the California Bar since 2014 

2 Member of the Texas Bar. 

 PROFESSIONALS 

TOTALS: 

BLENDED RATE 

(rounded to nearest 

dollar) 

TOTAL HOURS 

BILLED 

TOTAL 

COMPENSATION 

Partners and Counsel 707 1,222.2 $863,915 

Associates 400 436.9 $174,760 

Blended Attorney Rate 626 1,659.1 $1,038,675 

Paraprofessionals 170 458.5 $77,970 

Total Fees Incurred 527 2,117.6 $1,116,645 

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COMPENSATION BY WORK TASK CODE 

JANUARY 29, 2019 THROUGH MAY 31, 2019 

TASK 

CODE DESCRIPTION HOURS AMOUNT 

001 First Day Administration Motions 156.6 $90,687.50 

002 Omnibus & Miscellaneous Court Appearances 24.6 $16,875.00 

003 Legal Research 11.4 $4,675.00 

004 General Case Administration 644.5 $203,102.50 

005 Automatic Stay Proceedings 224.5 $158,855.00 

006 Initial Debtor Interview, Meeting of Creditors, Creditor Inquiries 49.6 $32,980.00 

007 Professional Retention and Compensation – Keller & Benvenutti 82.9 $48,840.00 

008 Professional Retention and Compensation – Other Professionals 114.9 $62,420.00 

009 Financing and Cash Collateral 23.4 $14,195.00 

011 Creditors Committees – Communication & Negotiations 10.1 $6,625.00 

012 Tort Committees – Communication & Negotiation 28.4 $21,105.00 

013 U.S. Trustee – Communications & Negotiation 5.0 $3,265.00 

014 Employee Matters 56.1 $34,345.00 

015 Supplier Issues 65.4 $37,670.00 

016 General Asset Analysis and Recovery 1.7 $1,240.00 

017 Sale or Use of Property - Motions 18.7 $11,540.00 

018 Executory Contract Issues 39.0 $22,600.00 

019 Tax Issues 7.8 $3,725.00 

021 Plan – Advice, Strategy and Negotiation 12.6 $9,390.00 

022 Plan Disclosure Statements – Preparation of Documents 2.3 $1,495.00 

025 FERC Adversary Proceeding 151.7 $98,635.00 

026 Wildfire Litigation 21.7 $13,145.00 

027 Claims Review 11.3 $6,620.00 

028 Claim Disputes and Resolution 9.6 $5,890.00 

030 Non-working Travel 24.7 $8,475.00 

031 [Expenses – See Expense Summary] n/a n/a 

032 USDC Probation Compliance and Monitoring 193.6 $117,755.00 

033 Equity Committee .7 $560.00 

034 Third Party Injunction Action (PERA) 73.6 $45,845.00 

035 Government Relations and Communications 11.3 $9,040.00 

036 Miscellaneous Litigation Issues and Advice 39.9 $25,050.00 

TOTAL 2,117.6 $1,116,645 

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EXPENSE SUMMARY 

JANUARY 29, 2019 THROUGH MAY 31, 2019

EXPENSES AMOUNTS

Computerized Research $0.00 

Meals $0.00 

Travel $1,657.32 

Transportation $186.30 

Duplicating $14,150.91 

Transcription Services $9,550.70 

Telephone Conferencing $227.50 

Messenger $1,804.06 

Filing Fees $5,030.00 

Total Expenses Requested: $32,606.79 

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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: (415) 496-6723 

Fax: (415) 636-9251 

Attorneys for Debtors and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

 - and – 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric 

Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case 

No. 19-30088 (DM).

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

FIRST INTERIM FEE APPLICATION OF 

KELLER & BENVENUTTI LLP FOR 

ALLOWANCE AND PAYMENT OF 

COMPENSATION AND REIMBURSEMENT OF 

EXPENSES (JANUARY 29, 2019 THROUGH 

MAY 31, 2019) 

Date: September 25, 2019 

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

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Judge: Hon. Dennis Montali 

Objection Deadline: August 8, 2019 

 4:00 p.m. (Pacific Time)

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Keller & Benvenutti LLP (“Keller & Benvenutti” or the “Firm”), co-counsel for PG&E 

Corporation and Pacific Gas and Electric Company (the “Debtors”) in the above-captioned chapter 11 

cases (the “Chapter 11 Cases”), hereby submits its First Interim Fee Application (the “Interim 

Application”) for allowance and payment of compensation for professional services rendered and for 

reimbursement of actual and necessary expenses incurred for the period commencing January 29, 

2019, through May 31, 2019 (the “Interim Fee Period”), pursuant to the Order 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, entered on February 27, 2019 

[Docket No. 701] (the “Interim Compensation Procedures Order”), sections 330 and 331 of title 11 

of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”), the Guidelines for Compensation and Expense Reimbursement 

of Professionals and Trustees (the “Northern District Guidelines”), the United States Trustee 

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 

11 U.S.C. § 330 (the “UST Guidelines”), and the Local Bankruptcy Rules for the Northern District of 

California. 

The Interim Application is based upon the points and authorities cited herein, the Declaration 

of Tobias S. Keller filed concurrently herewith, the exhibits attached hereto and thereto, the pleadings, 

papers, and records on file in this case, and any evidence or argument that the Court may entertain at

the time of the hearing on the Interim Application.

CASE BACKGROUND AND STATUS 

A. The Debtors’ Bankruptcy Proceedings 

 The Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on 

January 29, 2019 (the “Petition Date”). The Debtors continue to operate their businesses and manage 

their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy 

Code. No trustee or examiner has been appointed. 

 On February 12, 2019, the Office of the United States Trustee for the Northern District of 

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California (the “U.S. Trustee”) appointed an Official Committee of Unsecured Creditors in the 

Debtors’ cases (the “Creditors’ Committee”). On February 15, 2019, the U.S. Trustee appointed an 

Official Committee of Tort Claimants (the “TCC”). On May 29, 2019, upon the request of the U.S. 

Trustee, the Court appointed Professor Bruce A. Markell as the fee examiner in these Chapter 11 Cases 

(the “Fee Examiner”). 

 A description of the Debtors’ business, capital structure, and the circumstances leading to the 

filing of these Chapter 11 Cases is set forth in the Amended Declaration of Jason P. Wells in Support 

of First Day Motions and Related Relief [Docket No. 263]. 

B. The Debtors’ Retention of Keller & Benvenutti 

 On April 10, 2019, the Court entered the Order Authorizing Debtors Pursuant to 11 U.S.C. 

§ 327(a) and Fed. R. Bankr. P. 2014(a) and 2016 to Retain and Employ Keller & Benvenutti LLP Nunc 

Pro Tunc to the Petition Date [Docket No. 1306] (the “Retention Order”). A copy of the Retention 

Order is attached hereto as Exhibit A. 

 The Retention Order authorizes the Debtors to compensate and reimburse the Firm pursuant to 

the Bankruptcy Code, the Bankruptcy Rules, the Northern District Guidelines, and the Interim 

Compensation Order. Subject to the Firm’s application to the Court, the Debtors also are authorized 

by the Retention Order to compensate Keller & Benvenutti at the Firm’s standard hourly rates for 

services performed and to reimburse it for actual and necessary expenses incurred. The Retention 

Order authorizes Keller & Benvenutti to provide the following services to the Debtors: 

• Appear in Court on behalf of the Debtors; 

• Provide legal advice regarding the Debtors’ rights and obligations as debtors in possession 

and regarding local rules, practices, and procedures; 

• Act to protect and preserve the Debtors’ estates through the prosecution of actions on the 

Debtors’ behalf, defense of actions commenced against the Debtors, negotiation of disputes 

in which the Debtors are involved, and preparation of objections to claims filed against the 

Debtors’ estates; 

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• Prepare on behalf of the Debtors any necessary applications, motions, answers, orders, 

reports, and other legal papers; 

• Provide traditional services of local co-counsel including, without limitation: monitoring 

the docket for filings and coordinating with co-counsel in pending matters that need 

response; preparing agenda letters, certificates of no objection, certifications of counsel, and 

notices of fee applications and hearings; preparing hearing binders of documents and 

pleadings; and preparing documents and pleadings for hearings; 

• Handle inquiries and calls from creditors and counsel to interested parties regarding 

pending matters and the general status of the Chapter 11 Cases and, to the extent required, 

coordinate with co-counsel on any necessary responses; 

• Act as primary counsel in the event that debtor’s lead bankruptcy counsel has a disabling 

conflict, believes it would be more efficient, or otherwise desires the Firm to act in such 

capacity in discrete matters; and 

• Provide additional support to the Debtors and to co-counsel, as requested. 

C. Professional Compensation and Reimbursement of Expenses Requested 

 By this Interim Application, the Firm seeks interim allowance of compensation in the amount 

of $1,116,645.00 and actual and necessary expenses in the amount of $32,606.79, for a total allowance 

of $1,149,251.79, and payment of $223,329.00 (20% of the allowed fees) for the Interim Fee Period. 

 All services for which Keller & Benvenutti requests compensation were performed for or on 

behalf of the Debtors. Keller & Benvenutti has received no payment and no promises for payment 

from any source other than the Debtors for services rendered or to be rendered in any capacity 

whatsoever in connection with the matters covered by this Interim Application. 

 There is no agreement or understanding between Keller & Benvenutti and any other person 

other than the partners of Keller & Benvenutti for the sharing of compensation to be received for 

services rendered in these cases. As of the Petition Date, the Firm had a remaining credit balance in

favor of the Debtors for professional services performed and to be performed, and expenses incurred 

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and to be incurred, in connection with these Chapter 11 Cases in the amount of $111,105.20. In 

connection with these Chapter 11 Cases, as of this date Keller & Benvenutti has been paid $736,956.00 

in fees and reimbursed $27,456.11 in expenses. These amounts have been paid pursuant to the Interim 

Compensation Order but not yet allowed. 

 The Firm has billed the Debtors in these Chapter 11 Cases in accordance with its existing 

billing rates and procedures in effect during the Interim Fee Period. These rates are the same rates 

Keller & Benvenutti charges for services rendered by its attorneys and paraprofessionals in comparable

matters, and are reasonable given the compensation charged by comparably skilled practitioners in 

similar matters in both the California and national markets. The Summary Sheet filed herewith 

contains tables listing the Keller & Benvenutti attorneys and paraprofessionals who have performed 

services for the Debtors during the Interim Fee Period, including their job titles, hourly rates, aggregate 

number of hours worked in this matter, and, for attorneys, the year in which each professional was 

licensed to practice law. The Summary Sheet also contains a table summarizing the hours worked by 

the Firm’s attorneys and paraprofessionals broken down by project billing code. Keller & Benvenutti 

maintains computerized time records, which have been filed on the docket with the Firm’s monthly fee 

statements and furnished to the Debtors, counsel for the Creditors’ Committee and the TCC, the U.S. 

Trustee, and the Fee Examiner in the format specified by the Interim Compensation Order. 

D. Budget and Budget-to-Actual Performance 

 For the period ending February 29, March 31, April 30, and May 31, 2019, Keller & 

Benvenutti provided budget estimates to the Debtors of $375,000, $280,000, $250,000, and $250,000 

respectively. The Firm’s actual fees during these periods were usually lower than predicted, and actual 

experience was never more than ten (10%) greater than estimated. 

JURISDICTION 

 This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. sections 157 and 1334. 

This is a core proceeding pursuant to 28 U.S.C. section 157(b). Venue is proper before this Court 

pursuant to 28 U.S.C. sections 1408 and 1409. 

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PROJECT BILLING AND NARRATIVE STATEMENT OF SERVICES RENDERED 

During the Interim Fee Period, Keller & Benvenutti professionals expended 2,117.6 hours on 

behalf of the Debtors. Of this, 1,222.2 hours were expended by partners and of counsel, 436.9 by 

associates, and 458.5 by paraprofessionals. Keller & Benvenutti’s attorneys bill at hourly rates ranging 

from $400 to $800, for a blended attorney rate of $626 during the Interim Fee Period. 

In accordance with the Interim Compensation Procedures Order, the Northern District 

Guidelines, and the Local Rules, the Firm has classified services performed into thirty-five specific 

categories set forth below. Keller & Benvenutti has attempted to place the services provided in the 

category that best relates to such services; because certain services may relate to one or more 

categories, however, services pertaining to one category may in fact be included in another category. 

A. First Day Administration Motions 

 This billing code relates to work performed by Keller & Benvenutti attorneys with respect to 

the motions filed on the Petition Date (the “First Day Motions”). As local counsel, the Firm and its 

paraprofessionals handled all aspects of document management and logistics with respect to the First 

Day Motions, including preparing materials for the Court. In addition to revising, finalizing, and filing 

the First Day Motions, Keller & Benvenutti attorneys: (1) represented the Debtors at the January 29, 

2019 status conference and January 31, 2019 hearing on the First Day Motions; (2) prepared and filed 

the orders on the First Day Motions; (3) conferred with parties in interest regarding response deadlines 

and objections to the First Day Motions; (4) communicated with Court staff regarding hearing and

document procedures; and (5) prepared for and represented the Debtors at the February 27, 2019, and 

March 13, 2019, “Second Day” hearings with respect to objections to the First Day Motions. 

 Total Hours: 156.6 Total Fees: $90,687.50 

/// 

/// 

/// 

/// 

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B. Omnibus & Miscellaneous Court Appearances 

 During the Interim Fee Period, Keller & Benvenutti attorneys represented the Debtors at the 

omnibus hearings on March 27, April 9, April 10, April 23, April 24, May 9, and May 22, 2019. 

 Total Hours: 24.6 Total Fees: $16,875.00 

C. Legal Research 

 During the Interim Fee Period, Keller & Benvenutti researched various issues including 

mechanics’ liens and plan support agreements. 

 Total Hours: 11.4 Total Fees: $4,675.00 

D. General Case Administration 

 This billing code relates to all aspects of the administration of the Debtors’ bankruptcy cases. 

The Firm’s role as the Debtors’ local counsel necessitates it taking on a proportionately larger share of 

administrative workflow necessary to keep these Chapter 11 Cases running smoothly. During the 

Interim Fee Period, Keller & Benvenutti attorneys: 

• Assisted the Debtors and their advisors with administrative issues surrounding the 

commencement of these Chapter 11 Cases, including pro hac vice applications, ECF 

notices, and ordering hearing transcripts; 

• Communicated with the Debtors regarding the first day motions and relief sought thereby; 

• Tracked pending motions and papers and reviewed the case docket; 

• Drafted and uploaded orders following hearings; 

• Electronically filed documents on behalf of the Debtors’ other professionals; 

• Drafted the agendas for the omnibus hearings before this Court; 

• In the case of the Debtors’ paraprofessionals, prepared binders and other demonstrative 

materials for hearings before the Court; 

• Communicated with the Debtors and the Debtors’ other professionals regarding work in 

process; 

• Prepared hearing notices; 

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• Communicated with Court staff regarding hearing and filing logistics; and 

• Participated in weekly calls with the Debtors’ other professionals discussing the status of 

upcoming motions and planning for upcoming hearings

 Total Hours: 644.5 Total Fees: $203,102.50 

E. Automatic Stay Proceedings 

 During the Interim Period, Keller & Benvenutti analyzed and advised the Debtors with respect 

to automatic stay issues relating to, among others: (1) the Valero litigation, (2) issues relating to 

insurance with respect to the Ghost Ship fire, (3) asbestos plaintiffs, (4) Enel Green Power North 

America, Inc., (5) AECOM Technical Services, Inc., (6) CCSF, (7) Rick Bowlinger, (8) Kevin 

Thompson and Mia Nash, (9) Philip Verwey Farms, (10) Save Lafayette Trees, (11) Marina and 

Mikhail Gelman, (12) PVF, (13) Coltan, and (14) the California Public Utilities Commission. On 

these matters, the Firm advised the Debtors regarding strategy, coordinated with the Debtors’ other 

professionals, drafted stipulations, and prepared filings. 

 Total Hours: 224.5 Total Fees: $158,855.00 

F. Initial Debtor Interview, Meeting of Creditors, Creditor Inquiries 

 During the Interim Fee Period, the Firm assisted the Debtors and their other professionals in 

preparing for the Initial Debtor Interview and the March 4, 2019, initial meeting of creditors pursuant 

to section 341 of the Bankruptcy Code. This work included conferences both internally and with the 

U.S. Trustee regarding noticing procedures and substantive preparation. The Firm also advised the 

Debtors with respect to their monthly operating reports and 2015.3 report and schedules and statements

of financial affairs. 

 Total Hours: 49.6 Total Fees: $32,980.00 

G. Professional Retention and Compensation – Keller & Benvenutti 

 During the Interim Fee Period, Keller & Benvenutti: (1) drafted the Application of Debtors 

Pursuant to 11 U.S.C. § 327(a) and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain and 

Employ Keller & Benvenutti LLP as Co-Counsel for the Debtors Nunc Pro Tunc to the Petition Date

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[Docket No. 869] and its supporting documents, and performed a detailed conflicts check and 

(2) prepared monthly fee statements [Docket Nos. 1332, 1933, 2435, and 2894]. 

 Total Hours: 82.9 Total Fees: $48,840.00 

H. Professional Retention and Compensation – Other Professionals 

 During the Interim Fee Period, Keller & Benvenutti, among other things: (1) consulted with 

the Debtors’ other professionals regarding and filed retention applications and fee statements for nearly 

twenty professionals; (2) assisted in drafting a motion to approve interim compensation procedures for 

professionals; (3) assisted in drafting a motion to retain professionals in the ordinary course; 

(4) advised the Debtors’ other professionals regarding local practice with respect to retainers and 

reimbursable expenses; (5) advised the Debtors and the Debtors’ other professionals regarding the 

appointment of the Fee Examiner on the U.S. Trustee’s motion; and (6) advised the Debtors and the 

Debtors’ other professionals regarding the retention of other estate professionals, including counsel for 

the Creditors’ Committee and TCC. 

 Total Hours: 114.9 Total Fees: $62,240.00 

I. Financing and Cash Collateral 

 This category relates to work regarding the Debtors’ DIP Facilities. During the Interim Fee 

Period, the Firm advised the Debtors and assisted the Debtors’ other professionals in negotiating the 

DIP Facilities, drafting and filing the motion to approve the DIP Facilities and its supporting 

documents, including the interim and final orders. Keller & Benvenutti also assisted the Debtors and 

the Debtors’ other professionals with respect to the Motion to (A) Continue Hedging Programs, (B) 

Enter Into and Perform Under Postpetition Hedging Transactions, and (C) Pledge Collateral and 

Honor Obligations Thereunder [Docket No. 780] and supporting documents. 

 Total Hours: 23.40 Total Fees: $14,195.00 

J. Creditors Committees – Communication and Negotiations 

 During the Interim Fee Period, the Firm attended and helped coordinate the Creditors’ 

Committee formation meeting, negotiated with the Creditors’ Committee regarding stipulations to 

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extend response deadlines, and assisted the Debtors’ other professionals in litigating a Rule 2004 

examination request dispute with the TCC, including drafting letter briefs to the Court. 

 Total Hours: 10.1 Total Fees: $6,625.00 

K. Tort Committees – Communication and Negotiations 

 Keller & Benvenutti attorneys conferred with the Debtors’ other professionals, tort claimants’ 

counsel, and the U.S. Trustee regarding the formation of the TCC, attended the TCC formation 

meeting, and communicated with the TCC and the Debtors’ other professionals regarding the TCC’s 

information requests. 

 Total Hours: 28.4 Total Fees: $21,105.00 

L. U.S. Trustee – Communication and Negotiations 

 During the Interim Fee Period, the Firm communicated regularly with the U.S. Trustee on a 

range of issues relating to general case administration as well as to the U.S. Trustee’s comments on 

specific motions and the Debtors’ monthly operating reports. Keller & Benvenutti attorneys also 

communicated with the U.S. Trustee regarding the appointment of a fee examiner. 

 Total Hours: 5.0 Total Fees: $3,265.00 

M. Employee Matters 

 During the Interim Fee Period, Keller & Benvenutti evaluated and advised the Debtors and the 

Debtors’ other professionals on issues relating to: (1) employee litigations; (2) a Short-Term Incentive 

Plan and motion and supporting documents in support thereof; (3) the terms of a Key Employee 

Incentive Plan and motion and support documents; and (4) the motions with respect to employee 

obligations. 

 Total Hours: 56.1 Total Fees: $34,345.00 

N. Supplier Issues 

 The Firm communicated directly with the Debtors’ various suppliers or their counsel and 

advised the Debtors and the Debtors’ other professionals regarding suppliers’ potential prepetition 

claims, issues surrounding designating suppliers as critical vendors, and administrative expense claims, 

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including claims under section 503(b)(9) of the Bankruptcy Code. Several Keller & Benvenutti 

attorneys also used this billing code for work performed in Adversary Proceeding No. 19-03008, JH 

Kelly, LLC v. AECOM Technical Services, Inc. 

 Total Hours: 65.4 Total Fees: $37,670.00 

O. General Asset Analysis and Recovery 

 This billing code relates to work performed by one Keller & Benvenutti attorney with respect 

to a variety of asset recovery issues, including bonding and collateral recapture, recovery of unclaimed 

checks and insurance reimbursements, and escheatment. 

 Total Hours: 1.7 Total Fees: $1,240.00 

P. Sale or Use of Property – Motions 

 Work in this billing category relates to the Debtors’ efforts to sell real property, acquire thirdparty property, and bring eminent domain proceedings to judgment, including the motion in support 

thereof [Docket No. 1004] and its supporting documents, as well as attempts to continue performance 

under a prepetition settlement agreement with Butte County. During the Interim Fee Period, the Firm 

also assisted the Debtors’ other professionals with the Motion Pursuant to 11 U.S.C. §§ 105(a) and 

363(b) and Fed. R. Bankr. P. 2002 and 6004(h) for an Order (a) Authorizing Debtors to Establish and 

Fund Program to Assist Wildfire Claimants with Alternative Living Expenses and (b) Granting Related 

Relief [Docket No. 1777] and its supporting documents. 

 Total Hours: 18.7 Total Fees: $11,540.00 

Q. Executory Contract Issues 

 During the Interim Period, Keller & Benvenutti advised the Debtors in connection with various 

matters relating to the treatment of executory contracts and unexpired leases. Among other things, 

Keller & Benvenutti: (1) advised the Debtors and the Debtors’ other professionals regarding the 

potential modification or rejection of certain contracts and leases; (2) communicated with contract 

counterparties to address certain disputes and inquiries, including with respect to the potential 

modification or rejection of their contracts; and (3) researched issues surrounding administrative 

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expense claims by executory contract counterparties. The Firm spent a significant amount of time 

during the Interim Fee Period on the assumption of the Debtors’ contracts with Quanta Energy 

Services, LLC. 

 Total Hours: 39.0 Total Fees: $22,600.00 

R. Tax Issues 

 The Firm advised the Debtors and assisted the Debtors’ other professionals with respect to 

issues surrounding the Debtors’ tax obligations, including the initial and supplemental motions 

authorizing the Debtors to pay their prepetition taxes and assessments [Docket Nos. 11 and 761] and 

the Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a) and 362 for Interim and Final Orders 

Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Stock of, and 

Claims Against, the Debtors [Docket Nos. 10, 212, 1094].

 Total Hours: 7.8 Total Fees: $3,725.00 

S. Plan – Advice, Strategy, and Negotiation 

 Since the beginning of these Chapter 11 Cases, the Firm has been in discussions with the 

Debtors and the Debtors’ other professionals regarding paths to resolution of the cases. In addition to 

these conversations, this billing code also covers work performed with respect to the Exclusivity 

Motion and plan support agreements. 

 Total Hours: 12.6 Total Fees: $9,390.00 

T. Plan and Disclosure Statements – Preparation of Documents 

 This billing code also relates to work performed on plan support agreements and the 

Exclusivity Motion. 

 Total Hours: 2.3 Total Fees: $1,495.00 

U. FERC Adversary Proceeding 

 Work in this billing category relates to Adversary Proceeding No. 19-03003, PG&E 

Corporation, Pacific Gas and Electric Company v. Federal Energy Regulatory Commission. During 

the Interim Fee Period, Keller & Benvenutti attorneys assisted in preparing the adversary complaint 

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against the FERC, including coordinating with the Debtors’ other professionals regarding service and 

scheduling, responses to motions to intervene and motions to withdraw the reference. The Firm also 

was involved with briefing on the Debtors’ motion for a preliminary injunction, evidentiary issues 

surrounding the same, and the stipulation for judgment. 

 Total Hours: 151.7 Total Fees: $98,635.00 

V. Wildfire Litigation 

 Work in this billing category relates to litigation arising from the 2017 and 2018 Northern 

California wildfires. During the Interim Fee Period, the Firm represented the Debtors and assisted the 

Debtors’ other professionals with respect to Adversary Proceeding No. 19-03005, Herndon et al. v. 

PG&E Corporation et al. 

 Total Hours: 21.7 Total Fees: $13,145.00 

W. Claims Review 

 This category relates to issues regarding creditors’ asserted claims. During the Interim Fee 

Period, Keller & Benvenutti attorneys advised the Debtors and the Debtors’ other professionals 

regarding certain proofs of claim, the deadline to file proofs of claim (the “Bar Date”), mechanics’ 

liens, and escheatment issues. 

 Total Hours: 11.3 Total Fees: $6,620.00 

X. Claim Disputes and Resolution 

 The Firm advised the Debtors and the Debtors’ other professionals with respect to setting the 

Bar Date, including the motion and supporting documents and stipulations to extend response times 

thereto. 

 Total Hours: 9.6 Total Fees: $5,890.00 

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Y. Non-Working Travel 

 The Firm bills non-working travel time at fifty percent of its regular hourly rates.2 While the 

Firm’s travel is limited, Firm attorneys billed for travel time primarily in two instances. In February, 

Tobias Keller traveled to Washington, D.C. and represented the Debtors at meetings with California 

Congressional delegations and Congressional committees. In March, Jane Kim traveled to New York 

to meet with lead counsel on various matters. 

 Total Hours: 24.7 Total Fees: $8,475.00 

Z. USDC Probation Compliance and Monitoring 

 This billing code relates to monitoring work performed by the Firm with respect to the criminal 

case against the Debtors pending in the United States District Court for the Northern District of 

California (the “District Court”). Keller & Benvenutti monitored the proceedings in the District 

Court to ensure preparedness should there be any impact on the smooth administration of these 

Chapter 11 Cases, including attending hearings and reviewing pleadings, and advised the Debtors 

regarding the same. 

 Total Hours: 193.6 Total Fees: $117,755.00 

AA. Equity Committee 

 During the Interim Fee Period, the Firm advised the Debtors’ other professionals and 

communicated with the U.S. Trustee regarding the appointment of an equity committee. 

 Total Hours: .7 Total Fees: $560.00 

BB. Third Party Injunction Action (PERA) 

 This billing code relates to work performed in Adversary Proceeding No. 19-03006, PG&E 

Corporation, Pacific Gas and Electronic Company v. Public Employees Retirement Association of 

New Mexico, et al. During the Interim Fee Period, the Firm advised the Debtors and the Debtors’ other 

 

2

 This treatment is consistent with the UST Guidelines and other guidance but is not consistent 

with the Northern District Guidelines. Keller & Benvenutti understands that this issue may need to be

addressed to the Court. 

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professionals regarding a preliminary injunction against the defendants. Keller & Benvenutti 

coordinated preparation of documents, filing, and service of various papers in the adversary 

proceeding, including filings under seal. 

 Total Hours: 73.6 Total Fees: $45,845.00 

CC. Government Relations and Communications 

 In February, Tobias Keller traveled to Washington, D.C. to represent the Debtors at meetings 

with various constituencies on Capitol Hill, including Congressional and Senate delegations and 

Congressional committees, regarding the bankruptcy cases. 

 Total Hours: 11.3 Total Fees: $9,040.00 

DD. Miscellaneous Litigation Issues and Advice 

 The Firm has endeavored to create separate billing codes for larger litigation matters. 

However, this category serves as a catch-all for smaller litigation matters. During the Interim Fee 

Period, Keller & Benvenutti assisted the Debtors and the Debtors’ other professionals with logistical 

matters relating to court appearances, e-filing notices, and setting the omnibus hearing agendas on 

litigation issues. This billing code also has been applied to work performed in Adversary Proceeding 

No. 19-03008, JH Kelly, LLC v. AECOM Technical Services, Inc. and Adversary Proceeding 

No. 19-03015, Ad Hoc Group of Subrogation Claim Holders v. PG&E Corporation et al. 

 Total Hours: 39.9 Total Fees: $25,050.00 

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EXPENSE SUMMARY 

JANUARY 29, 2019 THROUGH MAY 31, 2019 

 As is its typical practice in chapter 11 cases, the Firm advanced costs on behalf of the Debtors 

in connection with the discharge of the duties described in the Interim Application. During the Interim 

Fee Period, Keller & Benvenutti incurred a total of $32,606.79 in expenses. These expenses, which 

include reproduction of hearing binders, payment of pro hac vice and filing fees, and ordering hearing 

transcripts, are reasonable and necessary to the smooth administration of these Chapter 11 Cases. 

Receipts for all significant expenses have been provided to the Debtors and the Fee Examiner. 

LEGAL BASIS FOR INTERIM COMPENSATION 

 The professional services for which Keller & Benvenutti requests interim allowance of 

compensation and reimbursement of expenses were rendered and incurred in connection with this case 

in the discharge of Keller & Benvenutti’s professional responsibilities as attorneys for the Debtors in 

these Chapter 11 Cases. Keller & Benvenutti’s services have been necessary and beneficial to the 

Debtors and their estates, creditors, and other parties in interest. 

 In accordance with the factors enumerated in section 330 of the Bankruptcy Code, Keller & 

Benvenutti respectfully submits that the amount requested by Keller & Benvenutti is fair and 

reasonable given the complexity of these Chapter 11 Cases, the time expended, the nature and extent of

the services rendered, the value of such services, and the costs of comparable services other than in a 

case under the Bankruptcy Code. Moreover, Keller & Benvenutti has reviewed the requirements of the 

Interim Compensation Procedures Order, the Northern District Guidelines, and the UST Guidelines 

and believes that the Interim Application complies with all of them except as specifically noted herein. 

AVAILABLE FUNDS 

 The Firm understands that the Debtors’ estate has sufficient funds available to pay the fees and 

costs sought herein. 

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NOTICE 

 Notice of the Interim Application has been provided to parties in interest in accordance with the 

procedures set forth in the Interim Compensation Order. Keller & Benvenutti submits that, in view of 

the facts and circumstances of these Chapter 11 Cases, such notice is sufficient and no other or further 

notice need be provided. 

CONCLUSION 

 Keller & Benvenutti respectfully requests an interim allowance to Keller & Benvenutti for 

compensation in the amount of $1,116,645.00 and actual and necessary expenses in the amount of 

$32,606.79, for a total allowance of $1,149,251.79, and an authorization for payment of $223,329.00 

(20% of the allowed fees); and for such other and further relief as this Court deems proper. 

Dated: July 19, 2019 Respectfully submitted, 

KELLER & BENVENUTTI LLP 

By: /s/ Tobias S. Keller 

 Tobias S. Keller 

Attorneys for Debtors and Debtors in Possession 

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Notice Parties 

PG&E Corporation 

c/o Pacific Gas & Electric Company 

Attn: Janet Loduca, Esq. 

77 Beale Street 

San Francisco, CA 94105 

Weil, Gotshal & Manges LLP 

Attn: Stephen Karotkin, Esq. 

 Jessica Liou, Esq. 

 Matthew Goren, Esq. 

767 Fifth Avenue 

New York, NY 10153 

The Office of the United States Trustee for Region 17 

Attn: Andrew Vara, Esq. 

 Timothy Laffredi, Esq.); 

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

San Francisco, CA 94102 

Milbank LLP 

Attn: Dennis F. Dunne, Esq. 

 Sam A. Khalil, Esq. 

55 Hudson Yards 

New York, NY 10001-2163 

Milbank LLP 

Attn: Paul S. Aronzon, Esq., 

 Gregory A. Bray, Esq., 

 Thomas R. Kreller, Esq. 

2029 Century Park East, 33rd Floor 

Los Angeles, CA 90067 

Baker & Hostetler LLP 

 Attn: Eric Sagerman, Esq. and 

 Cecily Dumas, Esq. 

11601 Wilshire Boulevard, Suite 1400 

Los Angeles, CA 90025-0509 

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