1

AD HOC COMMITTEE’S VERIFIED STATEMENT PURSUANT TO BANKRUPTCY RULE 2019

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

AKIN GUMP STRAUSS HAUER & FELD LLP

Michael S. Stamer (pro hac vice)

Ira S. Dizengoff (pro hac vice)

David H. Botter (pro hac vice)

Abid Qureshi (pro hac vice)

One Bryant Park

New York, New York 10036

Telephone: (212) 872-1000

Facsimile: (212) 872-1002

Email: mstamer@akingump.com

idizengoff@akingump.com

dbotter@akingump.com

aqureshi@akingump.com

Ashley Vinson Crawford (SBN 257246)

580 California Street

Suite 1500

San Francisco, California 94104

Telephone: (415) 765-9500

Facsimile: (415) 765-9501

Email: avcrawford@akingump.com

Counsel to the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company 

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

-andPACIFIC GAS AND ELECTRIC 

COMPANY,

Case Nos. 19-30088 (DM)

19-30089 (DM)

Chapter 11

FIRST AMENDED VERIFIED STATEMENT 

OF THE AD HOC COMMITTEE OF 

SENIOR UNSECURED NOTEHOLDERS 

Debtors. PURSUANT TO BANKRUPTCY RULE 2019

Affects PG&E Corporation

Affects Pacific Gas and Electric Company

Affects both Debtors

*All papers shall be filed in the Lead Case, No. 

19-30088 (DM).

Case: 19-30088 Doc# 3083 Filed: 07/18/19 Entered: 07/18/19 17:37:32 Page 1 of

8
2

AD HOC COMMITTEE’S VERIFIED STATEMENT PURSUANT TO BANKRUPTCY RULE 2019

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), 

the Ad Hoc Committee of Senior Unsecured Noteholders of Pacific Gas and Electric Company (the 

“Ad Hoc Committee”), who hold senior unsecured notes issued by Pacific Gas and Electric Company

(the “Utility”) (and other indebtedness as more specifically detailed in Exhibit A attached hereto), by 

and through its undersigned counsel, hereby submit this verified statement (this “Statement”), and in 

support thereof, state as follows:

1. In or around February 2019, the Ad Hoc Committee engaged Akin Gump 

Strauss Hauer & Feld LLP (“Akin Gump”) to represent it in connection with the chapter 11 cases of 

the Utility and PG&E Corporation (collectively, the “Debtors”). On March 5, 2019, the Ad Hoc 

Committee filed the Verified Statement of the Ad Hoc Committee of Senior Unsecured Noteholders 

Pursuant to Bankruptcy Rule 2019 [Docket No. 744] (the “Original Statement”). This Statement 

amends and replaces the Original Statement. 

2. As of the date of this Statement, Akin Gump represents only the Ad Hoc 

Committee. Akin Gump does not represent or purport to represent any other entities in connection 

with the Debtors’ chapter 11 cases. Akin Gump does not represent the Ad Hoc Committee as a 

“committee” (as such term is employed in the Bankruptcy Code and Bankruptcy Rules) and does not 

undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest, or 

other entity that has not signed a retention agreement with Akin Gump. In addition, the Ad Hoc 

Committee does not represent or purport to represent any other entities in connection with the 

Debtors’ chapter 11 cases.

3. The members of the Ad Hoc Committee either hold claims or manage accounts 

that hold claims against the Debtors’ estates. In accordance with Bankruptcy Rule 2019, a list of the 

names, addresses and the “nature and amount of all disclosable economic interests” held in relation to 

the Debtors as of June 24, 2019, by each member of the Ad Hoc Committee is attached hereto as 

Exhibit A.

4. The information set forth in Exhibit A, which is based on information provided 

by the applicable members of the Ad Hoc Committee to Akin Gump, is intended only to comply with 

Bankruptcy Rule 2019 and is not intended for any other purpose. Akin Gump does not make any 

Case: 19-30088 Doc# 3083 Filed: 07/18/19 Entered: 07/18/19 17:37:32 Page 2 of

8
3

AD HOC COMMITTEE’S VERIFIED STATEMENT PURSUANT TO BANKRUPTCY RULE 2019

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

representation regarding the validity, amount, allowance, or priority of such claims and reserves all 

rights with respect thereto. 

5. Nothing contained in this Statement (or Exhibit A) should be construed as a 

limitation upon, or waiver of, any rights of any member of the Ad Hoc Committee to assert, file 

and/or amend their claims in accordance with applicable law and any orders entered in these chapter 

11 cases. 

6. Akin Gump reserves the right to amend and/or supplement this Statement in 

accordance with the requirements set forth in Bankruptcy Rule 2019.

Dated: July 18, 2019 AKIN GUMP STRAUSS HAUER & FELD LLP

By /s/ Ashley Vinson Crawford

Ashley Vinson Crawford (SBN 257246)

Michael S. Stamer (pro hac vice)

Ira S. Dizengoff (pro hac vice)

David H. Botter (pro hac vice)

Abid Qureshi (pro hac vice)

Counsel to the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company 

Case: 19-30088 Doc# 3083 Filed: 07/18/19 Entered: 07/18/19 17:37:32 Page 3 of

8
4

AD HOC COMMITTEE’S VERIFIED STATEMENT PURSUANT TO BANKRUPTCY RULE 2019

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Exhibit A

Case: 19-30088 Doc# 3083 Filed: 07/18/19 Entered: 07/18/19 17:37:32 Page 4 of

8
Exhibit A

1

NAME ADDRESS NATURE AND AMOUNT OF DISCLOSABLE ECONOMIC INTEREST 

Angelo, Gordon & Co., L.P. 245 Park Avenue

New York, NY 10167

$54,004,000 in Senior Utility Notes1

600,000 shares of PG&E Stock

Apollo Global Management LLC 9 West 57th Street

43rd Floor

New York, NY 10019

$356,026,000 in Senior Utility Notes$110,000,000 in Utility L/C Reimbursement$93,000,000 in DIP Term Loans2

$31,000,000 in Delayed DIP Term Loans3

1 “Senior Utility Notes” means the senior notes issued by Pacific Gas and Electric Company (the “Utility”) under (a) that certain Indenture, dated as of April 22, 

2005, between Utility and The Bank of New York Company, as trustee (in such capacity, the “Trustee”), which amends and restates that certain Indenture of Mortgage, dated as of March 11, 2004, relating to the issuance of certain notes which are no longer outstanding, other than $3,000M principal amount of 6.05% senior notes due March 1, 2034, and (i) 1st

Supplemental Indenture, dated as of March 13, 2007, relating to $700M principal amount of 5.80% senior notes due March 1, 2037 (ii) 3rd Supplemental Indenture, dated as of March 3, 

2008, relating to $400M principal amount of 6.35% senior notes due Feb 15, 2038, (iii) 6th Supplemental Indenture, dated as of March 6, 2009, relating to $550M principal amount of 

6.25% senior notes due March 1, 2039, (iv) 8th Supplemental Indenture, dated as of November 18, 2009, relating to $550M principal amount of 5.40% senior notes due January 15, 

2040, (v) 9th Supplemental Indenture, dated as of April 1, 2010, relating to $250M principal amount of 5.80% senior notes due March 1, 2037, (vi) 10th Supplemental Indenture, dated 

as of September 15, 2010, relating to $550M principal amount of 3.50% senior notes due October 1, 2020, (vii) 12th Supplemental Indenture, dated as of November 18, 2010, relating to 

$250M principal amount of 3.50% senior notes due October 1, 2020 and $250M principal amount of 5.40% senior notes due January 15, 2040, (viii) 13th Supplemental Indenture, dated 

as of May 13, 2011, relating to $300M principal amount of 4.25% senior notes due May 15, 2021, (ix) 14th Supplemental Indenture, dated as of September 12, 2011, relating to $250M 

principal amount of 3.25% senior notes due September 15, 2021, (x)16th Supplemental Indenture, dated as of December 1, 2011, relating to $250M principal amount of 4.50% senior 

notes due December 15, 2041, (xi) 17th Supplemental Indenture, dated as of April 16, 2012, relating to $400M principal amount of 4.45% senior notes due April 15, 2042, (xii) 18th

Supplemental Indenture, dated as of August 16, 2012, relating to $400M principal amount of 2.45% senior notes due August 15, 2022 and $350M principal amount of 3.75% senior 

notes due August 15, 2042, (xiii) 19th Supplemental Indenture, dated as of June 14, 2013, relating to $375M principal amount of 3.25% senior notes due June 15, 2023 and $375M 

principal amount of 4.60% senior notes due June 15, 2043, (xiv) 20th Supplemental Indenture, dated as of November 12, 2013, relating to $300M principal amount of 3.85% senior 

notes due November 15, 2023 and $500M principal amount of 5.125% senior notes due November 15, 2043, (xv) 21st Supplemental Indenture, dated as of November 12, 2013, relating

to $450M principal amount of 3.75% senior notes due February 15, 2024 and $450M principal amount of 4.75% senior notes due February 15, 2044, (xvi) 23rd Supplemental Indenture, 

dated as of August 18, 2014, relating to $350M principal amount of 3.40% senior notes due August 15, 2024 and $225M principal amount of 4.75% senior notes due February 15, 2044,

(xvii) 24th Supplemental Indenture, dated as of November 6, 2014, relating to $500M principal amount of 4.30% senior notes due March 15, 2045, (xviii) 25th Supplemental Indenture, 

dated as of June 12, 2015, relating to $400M principal amount of 3.50% senior notes due June 15, 2025 and $100M principal amount of 4.30% senior notes due March 15, 2045, (xix) 26th Supplemental Indenture, dated as of November 5, 2015, relating to $200M principal amount of 3.50% senior notes due June 15, 2025 and $450M principal amount of 4.25% senior 

notes due March 15, 2046, (xx) 27th Supplemental Indenture, dated as of March 1, 2016, relating to $600M principal amount of 2.95% senior notes due March 1, 2026, (xxi) 28th

Supplemental Indenture, dated as of December 1, 2016, relating to $400M principal amount of 4.00% senior notes due December 1, 2046, (xxii) 29th Supplemental Indenture, dated as 

of March 10, 2017, relating to $400M principal amount of 3.30% senior notes due March 15, 2027 and $200M principal amount of 4.00% senior notes due December 1, 2046, (b) that 

certain Indenture, dated as of March 10, 2017, between Utility and the Trustee, relating to $1,150M principal amount of 3.30% senior notes due December 1, 2027 and $850M principal 

amount of 3.95% of senior notes due 2047 and (c) that certain Indenture, dated as of August 6, 2018, between Utility and the Trustee, as supplemented by 1st Supplemental Indenture, 

dated as of August 6, 2018, relating to $500M principal amount of 4.25% senior notes due 2023 and $300M principal amount of 4.65% senior notes due 2028.

2 “DIP Term Loans” means the term loans under that senior secured, superpriority debtor-in-possession new money credit, guaranty and security agreement (the “DIP Credit 

Agreement”) in an aggregate principal amount of $1,500,000,000.

3 “Delayed DIP Term Loans” means the delayed draw term loans under the DIP Credit Agreement in an aggregate principal amount of $500,000,000.

Case: 19-30088 Doc# 3083 Filed: 07/18/19 Entered: 07/18/19 17:37:32 Page 5 of

8
Exhibit A

2

Aurelius Capital Management, LP 535 Madison Avenue

31st Floor

New York, NY 10022

$99,500,000 in Senior Utility Notes624,933 shares of PG&E Stock

Canyon Capital Advisors LLC 2000 Avenue of the Stars

11th Floor

Los Angeles, CA 90067

$158,260,000 in Senior Utility Notes$161,983,142.89 in Utility Revolver Loans4

$88,113,595 in Utility L/C Reimbursement

$15,000,000 in HoldCo Revolver Loans5

$60,000,000 in HoldCo Term Loans6

Capital Group 333 South Hope Street

55th Floor

Los Angeles, CA 90071

$398,000,000 in Senior Utility Notes

CarVal Investors 461 Fifth Avenue

New York, NY 10017

$164,734,000 in Senior Utility Notes

Castle Hook Partners LP7 250 West 55th Street

New York, NY 10019

$102,750,000 in Senior Utility Notes473,709 shares of PG&E Stock

Citadel Advisors LLC 520 Madison Avenue

New York, NY 10022

$553,500,000 in Senior Utility Notes

3,540,569 shares of PG&E StockShort Positions in Call Options of 102,400 shares of PG&E Stock

Put Options in 794,000 shares of PG&E Stock

Citigroup Global Markets8 390 Greenwich Street, 4th Floor

New York, NY 10013

$43,967,000 in Senior Utility Notes

$6,000,000 in Utility Revolver Loans

$13,240,723 in HoldCo Revolver Loans

$27,801,750 in Trade Claims

Cyrus Capital Partners, L.P. 65 East 55th Street

6th Floor

New York, NY 10022

$86,454,000 in Senior Utility Notes

4 “Utility Revolver Loans” means loans under that certain Second Amended and Restated Credit Agreement, dated as of April 27, 2015 by and between the Utility and 

Citibank, N.A. as administrative agent (in such capacity, the “Revolving Agent”).

5 “HoldCo Revolver Loans” means loans under that certain Second Amended and Restated Credit Agreement, dated as of April 27, 2015 by and between PG&E and the 

Revolving Agent.

6 “HoldCo Term Loans” means loans under that certain Term Loan Credit Agreement, dated as of April 16, 2018, by and between PG&E and Mizuho Bank, Ltd., as 

administrative agent.

7 Castle Hook Partners (“Castle Hook”) recently joined the Ad Hoc Committee. Castle Hook’s reported holdings are as of July 12, 2019.8 These holdings apply only to Citigroup’s distressed trading desk. 

Case: 19-30088 Doc# 3083 Filed: 07/18/19 Entered: 07/18/19 17:37:32 Page 6 of

8
Exhibit A

3

Davidson Kempner Capital Management LP 520 Madison Avenue

30th Floor

New York, NY 10022 

$821,700,000 in Senior Utility Notes$55,000,000 in Utility Revolver Loans6,022,000 shares of PG&E Stock

Deutsche Bank Securities Inc. 60 Wall Street

4th Floor

New York, NY 10005

$216,764,000 in Senior Utility Notes$11,920,017 in Utility Revolver Loans$87,788,253 in Utility L/C ReimbursementPut Options in 1,825,000 shares of PG&E Stock

$100,000,000 in Wildfire Subrogation Claims

Diameter Capital Partners LP 24 West 40th Street

5th Floor

New York, NY 10018

$151,748,000 in Senior Utility Notes$39,901,244 in Utility Revolver Loans965,000 shares of PG&E Stock$17,000,000 in a Bilateral Utility Loan

$10,972,746 in Trade Claims

Elliott Management Corporation 40 West 57th Street

New York, NY 10019

$1,425,803,000 in Senior Utility Notes

Farallon Capital Management, L.L.C. One Maritime Plaza

Suite 2100

San Francisco, CA 94111

$353,120,000 in Senior Utility Notes$53,580,000 in Utility Revolver Loans

Fir Tree Partners 55 West 46th Street

29th Floor

New York, NY 10036

$79,430,000 in Senior Utility Notes

Oaktree Capital Management, L.P. 333 South Grand Avenue

28th Floor

Los Angeles, CA 90071

$158,747,000 in Senior Utility Notes1,215,000 shares of PG&E Stock$3,750,000 in DIP Term Loans$24,900,869 in Utility Revolver Loans$10,000,000 in Utility Term Loans9

Och-Ziff Capital Management Group LLC 9 West 57th Street

39th Floor

New York NY 10019

$407,799,000 in Senior Utility Notes$11,250,000 in DIP Term Loans$3,750,000 in Delayed DIP Term Loans1,714,023 shares of PG&E StockCall Options of 1,121 shares of PG&E Stock

9 “Utiltity Term Loans” means loans under that certain term loan agreement dated as of February 23, 2018 by and among the Utility, The Bank of Tokyo-Mitsubishi UFJ, Ltd. 

(“BTMU”) and U.S. Bank National Association, as lenders, joint lead arranger and joint bookrunners and BTMU as administrative agent.

Case: 19-30088 Doc# 3083 Filed: 07/18/19 Entered: 07/18/19 17:37:32 Page 7 of

8
Exhibit A

4

Pacific Investment Management Company LLC 650 Newport Center Drive

Newport Beach, CA 92660

$2,051,882,000 in Senior Utility Notes$220,000,000 in Utility Term Loans$634,500,000 in DIP Term Loans

$211,500,000 in Delayed DIP Term Loans

Pacific Life Insurance Company 700 Newport Center Drive

Newport Beach, CA 92660

$86,287,000 in Senior Utility Notes

P. Schoenfeld Asset Management LP 1350 Avenue of the Americas

21st Floor

New York, NY 10019

$95,949,000 in Senior Utility Notes621,815 shares of PG&E StockShort Positions in Call Options of 325,000 shares of PG&E Stock

Senator Investment Group LP 510 Madison Avenue

Suite 28

New York, NY 10022

$214,796,000 in Senior Utility Notes

Taconic Capital Advisors LP 280 Park Avenue

5th Floor

New York, NY 10017

$135,873,000 in Senior Utility Notes$10,000,000 in Utility Revolver Loans$25,000,000 in Utility L/C Reimbursement

300,000 shares of PG&E Stock

Third Point LLC 390 Park Avenue

New York, NY 10022

$543,671,000 in Senior Utility Notes

Värde Partners, Inc. 901 Marquette Avenue South

Minneapolis, MN 55402

$879,828,000 in Senior Utility Notes$21,486,655 in Utility Revolver Loans$12,500,000 in Utility L/C Reimbursement

1,171,403 Short Positions in PG&E Shares

Case: 19-30088 Doc# 3083 Filed: 07/18/19 Entered: 07/18/19 17:37:32 Page 8 of

8