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DIEMER & WEI, LLP

Kathryn S. Diemer (#133977)

100 West San Fernando Street, Suite 555

San Jose, CA 95113

Telephone: 408-971-6270 

Facsimile: 408-971-6271

Email: kdiemer@diemerwei.com 

WILLKIE FARR & GALLAGHER LLP

Matthew A. Feldman (pro hac vice)

Joseph G. Minias (pro hac vice)

Benjamin P. McCallen (pro hac vice)

787 Seventh Avenue

New York, NY 10019-6099

Telephone: (212) 728-8000

Facsimile: (212) 728-8111

Email: mfeldman@willkie.com

jminias@willkie.com

bmccallen@willkie.com

Counsel for Ad Hoc Group of Subrogation Claim Holders

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

-andPACIFIC 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)

Ch. 11 Bankr. Case No. 19-30088 (DM) (Jointly Admin.)

EX PARTE APPLICATION FOR ORDER 

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

OVERSIZED BRIEFING FOR THE AD HOC 

GROUP OF SUBROGATION CLAIM HOLDERS’ 

REPLY IN SUPPORT OF DEBTORS’ MOTION 

PURSUANT TO 11 U.S.C. §§ 363(b) AND 105(A) 

AND FED. R. BANKR. P. 6004 AND 9019 FOR 

ENTRY OF AN ORDER (I) AUTHORIZING THE 

DEBTORS TO ENTER INTO RESTRUCTURING 

SUPPORT AGREEMENT WITH THE 

CONSENTING SUBROGATION CLAIMHOLDERS, 

(II) APPROVING THE TERMS OF SETTLEMENT 

WITH SUCH CONSENTING SUBROGATION 

CLAIMHOLDERS, INCLUDING THE ALLOWED 

SUBROGATION CLAIM AMOUNT, AND (III) 

GRANTING RELATED RELIEF

Related Document: Docket Nos. 3992 4220, 4231, 4232, 

4236, 4237, 4239, 4241

[No hearing requested]

Case: 19-30088 Doc# 4346 Filed: 10/21/19 Entered: 10/21/19 13:22:35 Page 1 of

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The Ad Hoc Group of Subrogation Claim Holders (the “Ad Hoc Subrogation Group”), by 

and through their undersigned counsel, hereby submit this Ex Parte Application (the 

"Application"), pursuant to Rule 9013-1(c) of the Bankruptcy Local Rules for the United States 

District Court for the Northern District of California (the "Bankruptcy Local Rules"), for an order 

authorizing the Ad Hoc Subrogation Group to file an oversize brief in connection with the reply (the 

“Reply”) in support of the Motion Pursuant to 11 U.S.C. §§ 363(b) and 105(a) and Fed. R. Bankr. 

P. 6004 and 9019 for Entry of an Order (I) Authorizing the Debtors to Enter Into Restructuring 

Support Agreement with the Consenting Subrogation Claimholders, (II) Approving the Terms of 

Settlement with Such Consenting Subrogation Claimholders, Including, the Allowed Subrogation 

Claim Amount, and (III) Granting Related Relief [Docket No. 3992] (the “Motion”) filed by 

Debtors PG&E Corporation and Pacific Gas and Electric Company.

1

 

JURISDICTION

The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334, the 

Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. 

Cal.), and Bankruptcy Local Rule 5011-1(a). This is a core proceeding pursuant to 28 U.S.C. § 

157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

BACKGROUND

The Ad Hoc Subrogation Group represents holders of approximately $20 billion in 

Subrogation Claims that were compromised in a settlement with PG&E now submitted to this Court 

for approval. See Fourth Amended Verified Statement of the Ad Hoc Group of Subrogation Claim 

Holders Pursuant to Bankruptcy Rule 2019 [Docket No. 4228]. The Debtors filed the Motion on 

September 24, 2019. On October 16, 2019, seven objectors put forth objections to the Motion; these 

objections were based on the terms of RSA as well as California and bankruptcy law. A hearing on 

the Motion is scheduled for October 23, 2019 at 10:00 a.m. (Pacific Time). 

1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.

Case: 19-30088 Doc# 4346 Filed: 10/21/19 Entered: 10/21/19 13:22:35 Page 2 of

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OVERSIZE BRIEFING FOR THE OBJECTION IS WARRANTED

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

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

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

The Ad Hoc Subrogation Group submits that sufficient cause exists for the Court to allow 

oversize briefing for the Reply. In response to the Motion, there have been seven separate objections

filed [Docket Nos. 4220, 4231, 4232, 4236, 4237, 4239, 4241] as well as, in the case of the Official 

Committee of Tort Claimants (the “TCC”), a declaration and exhibits, totaling to well over 100

pages. These objections raise a number of complex issues focused squarely on the Ad Hoc 

Subrogation Group, including allegations that the Subrogation Claims must be subordinated to 

wildfire claims, the settlement violates the Ad Hoc Subrogation Group’s ongoing duties of good faith 

and California Insurance Regulations, and the settlement includes impermissible non-debtor releases. 

Responding to these objections will require not only an examination and explanation of certain 

crucial sections of the RSA, but also a review of relevant California and federal bankruptcy law. An 

omnibus response to these objections will thus necessitate the filing of an oversized brief. Moreover,

given the significance of the settlement, the Ad Hoc Subrogation Group, which has not yet been 

heard from on these matters, should have a full and fair opportunity to explain why the settlement 

should be approved. Accordingly, the Ad Hoc Subrogation Group believes it is appropriate to request 

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

NOTICE

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

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

Exchange Commission; (iii) the Internal Revenue Service; (iv) the Office of the California Attorney 

General; (v) the California Public Utilities Commission; (vi) the Nuclear Regulatory Commission; 

(vii) the Federal Energy Regulatory Commission; (viii) the Office of the United States Attorney for 

the Northern District of California; (ix) counsel for the agent under the Debtors’ debtor in 

possession financing facility; (x) the California Governor's Office of Emergency Services and 

Case: 19-30088 Doc# 4346 Filed: 10/21/19 Entered: 10/21/19 13:22:35 Page 3 of

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California Department of Veteran Affairs; (xi) BOKF, NA; (xii) counsel to the TCC; (xiii) counsel 

to the Counsel to the Official Committee of Unsecured Creditors; and (xiv) those persons who have 

formally appeared in these Chapter 11 Cases and requested service pursuant to Bankruptcy Rule 

2002. The Ad Hoc Subrogation Group respectfully submits that no further notice is required.

No previous request for the relief sought herein has been made by the Ad Hoc Subrogation 

Group to this or any other court.

WHEREFORE, the Ad Hoc Subrogation Group respectfully requests entry of an order 

authorizing the Ad Hoc Subrogation Group to exceed 15 pages, but not to exceed 30 pages 

(exclusive of any schedules or exhibits thereto and/or any declarations filed in connection 

therewith), and such other and further relief as the Court may deem just and appropriate.

Dated: October 21, 2019

Counsel for Ad Hoc Group of Subrogation Claim Holders

WILLKIE FARR & GALLAGHER LLP

/s/ Benjamin P. McCallen

Matthew A. Feldman (pro hac vice)

Joseph G. Minias (pro hac vice)

Benjamin P. McCallen (pro hac vice)

787 Seventh Avenue

New York, NY 10019-6099

Telephone: (212) 728-8000

Facsimile: (212) 728-8111

Email: mfeldman@willkie.com

jminias@willkie.com

bmccallen@willkie.com

DIEMER & WEI, LLP

Kathryn S. Diemer (#133977)

100 West San Fernando Street, Suite 555

San Jose, CA 95113

Telephone: (408) 971-6270 

Facsimile: (408) 971-6271 

Email: kdiemer@diemerwei.com

Case: 19-30088 Doc# 4346 Filed: 10/21/19 Entered: 10/21/19 13:22:35 Page 4 of

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