Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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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) 

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 

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) 

EX PARTE APPLICATION FOR ORDER 

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

AUTHORIZING OVERSIZE BRIEFING FOR 

DEBTORS’ OBJECTION TO JOINT 

MOTION OF THE OFFICIAL COMMITTEE 

OF TORT CLAIMANTS AND AD HOC 

COMMITTEE OF SENIOR UNSECURED 

NOTEHOLDERS TO TERMINATE THE 

DEBTORS’ EXCLUSIVE PERIODS 

PURSUANT TO SECTION 1121(d)(1) OF THE 

BANKRUPTCY CODE 

Related Document: Dkt. Nos. 3940, 4119 

[No hearing requested] 

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). 

Case: 19-30088 Doc# 4123 Filed: 10/04/19 Entered: 10/04/19 12:15:36 Page 1 of

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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 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 Debtors to file an oversize brief in connection with the 

Debtors’ Objection to Joint Motion of the Official Committee of Tort Claimants and Ad Hoc 

Committee of Senior Unsecured Noteholders to Terminate the Debtors’ Exclusive Periods Pursuant 

to Section 1121(d)(1) of the Bankruptcy Code (the “Objection”)1, which the Debtors filed on the 

date hereof. 

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 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. 

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

procedural purposes only pursuant to Bankruptcy Rule 1015(b). 

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, 

the U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants 

Committee”). 

1

 Capitalized terms used but not defined herein have the meanings ascribed to them in the Objection. 

Case: 19-30088 Doc# 4123 Filed: 10/04/19 Entered: 10/04/19 12:15:36 Page 2 of

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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]. 

On September 19, 2019, the Tort Claimants Committee and the Ad Hoc Committee 

of Senior Unsecured Noteholder of Pacific Gas and Electric Company (the “Ad Hoc Committee,” 

together with the TCC, the “Movants”) filed the Joint Motion of the Official Committee of Tort 

Claimants and Ad Hoc Committee of Senior Unsecured Noteholders to Terminate the Debtors’ 

Exclusive Periods Pursuant to Section 1121(d)(1) of the Bankruptcy Code [Docket No. 3940] (the 

“Termination Motion”). At least six joinders, responses, or other statements have already been 

filed with respect to the Termination Motion (the “Responses”). At the hearing in these Chapter 

11 Cases on September 24, 2019, the Court set October 4, 2019, as the deadline for the Debtors to 

file their Objection to the Termination Motion. The hearing before the Court on the Termination 

Motion is scheduled for October 7, 2019 at 9:30 a.m. (Pacific Time). 

III. 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 Debtors submit that sufficient cause exists for the Court to allow oversize briefing 

for the Objection. The Termination Motion seeks extraordinary relief that, if granted, would have farreaching consequences on the administration of these Chapter 11 Cases. The Termination Motion 

includes a 24-page term sheet for a proposed plan of reorganization, not including any of its exhibits. 

The Movants also filed an amended plan term sheet on September 25, 2019 [Dkt. No. 4006]. To 

adequately respond to the Termination Motion, the Debtors will need to discuss various provisions of, 

and issues raised in, the Movants’ term sheet to demonstrate the flaws and other infirmities in that plan 

that all warrant denying the relief requested therein. In addition, it will be necessary for the Debtors 

to respond in the Objection to any additional points raised by other parties in the Responses. 

Case: 19-30088 Doc# 4123 Filed: 10/04/19 Entered: 10/04/19 12:15:36 Page 3 of

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Accordingly, the Debtors believe it is appropriate to request authority for the Objection 

to exceed the 25 pages allowed under Bankruptcy Local Rule 9013-1(c). 

IV. 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) counsel to the Creditors 

Committee; (iii) counsel to the Tort Claimants Committee; (iv) the Securities and Exchange 

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

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

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

of California; (xi) counsel for the agent under the Debtors’ debtor in possession financing facility; and 

(xii) 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. 

WHEREFORE, the Debtors respectfully request entry of an order authorizing the 

Debtors to file the Objection to exceed 25 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 4, 2019 WEIL, GOTSHAL & MANGES LLP 

 KELLER & BENVENUTTI LLP 

 By: /s/ Stephen Karotkin 

 Stephen Karotkin 

Attorneys for Debtors and Debtors in Possession 

Case: 19-30088 Doc# 4123 Filed: 10/04/19 Entered: 10/04/19 12:15:36 Page 4 of

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