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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) 

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: 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, 

 Debtors. 

 

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

DECLARATION OF ROBB C. MCWILLIAMS 

IN SUPPORT OF DEBTORS’ OBJECTION TO 

CLASS REPRESENTATIVE’S MOTION TO 

EXTEND APPLICATION OF FEDERAL RULE 

OF CIVIL PROCEDURE 23 TO CLASS PROOF 

OF CLAIM 

Date: November 19, 2019 

Time: 10:00 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

☐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# 4685 Filed: 11/12/19 Entered: 11/12/19 15:45:16 Page 1 of

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

I, Robb C. McWilliams, pursuant to section 1746 of title 28 of the United States Code, hereby 

declare under penalty of perjury that the following is true and correct to the best of my knowledge, 

information, and belief: 

1. I am a Managing Director at the firm of AlixPartners, LLP (“AlixPartners”), which is 

an affiliate of both AlixPartners, LLC and AP Services, LLC, (“APS”), which provides interim 

management services to Pacific Gas and Electric Corporation (“PG&E Corp.”) and Pacific Gas and 

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

“Debtors” and together with their non-Debtor subsidiaries, the “Company”)1 in the above-captioned 

chapter 11 cases (the “Chapter 11 Cases”). I submit this Declaration in support of the Debtors’ 

Objection to Class Representative’s Motion to Extend Application of Federal Rule of Civil Procedure 

23 to Class Proof of Claim (the “Objection”), filed contemporaneously herewith. 

2. In my current position with AlixPartners, I am responsible for assisting the Debtors with 

various matters related to these Chapter 11 Cases, including identifying individuals and parties with 

potential claims against the Debtors’ estates. I am generally familiar with the Debtors’ day-to-day 

operations, financing arrangements, business affairs, and books and records. Except as otherwise 

indicated herein, all facts set forth in this Declaration are based upon my personal knowledge, the 

knowledge of other APS professionals working under and alongside me on this matter, my discussions 

with other members of the Debtors’ management team, the Debtors’ various other advisors and 

counsel, and my review of relevant documents and information prepared by the Debtors. If called 

upon to testify, I would testify competently to the facts set forth in this Declaration. I am authorized to 

submit this declaration on behalf of the Debtors. 

3. Before the Petition Date, at the direction of AlixPartners and Weil, Gotshal and 

Manges, LLP (“Weil”), the Debtors created a Creditor Matrix that included potential known and 

unknown creditors from various company records. To this end, AlixPartners coordinated with various 

departments within the Debtors—Legal, Finance & Treasury, Human Resources, Accounts Payable, 

Risk Management, the Customer Group, Tax, among others—to identify, among others, secured 

 

1

 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms 

in the Objection. 

Case: 19-30088 Doc# 4685 Filed: 11/12/19 Entered: 11/12/19 15:45:16 Page 2 of

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

lenders, holders of letters of credit, bond debt, relevant taxing authorities, regulatory agencies, utility 

providers, banks, contract counterparties, trading partners, customers, professional advisors, litigation 

counterparties, environmental groups, guarantors, and those with an equity interest in the Debtors. In 

addition to these stakeholders, at AlixPartners’ and Weil’s direction, the Debtors also identified current 

and former employees. 

4. Before the Petition Date, the Debtors’ Human Resources department generated a list of 

all current employees as of January 1, 2019. Mr. Alonzo, the Movant, was among the individuals 

listed as current employees. On or around March 2019, in advance of the filing of the Schedules of 

Assets and Liabilities (“Schedules”), the Debtors re-ran the active employee roster through January 

28, 2019 to capture anyone hired between January 1, 2019 and the Petition Date (January 29, 2019) so 

that they could be listed as potential creditors in the Schedules. On or around June 2019, in advance of 

the Bar Date, the Debtors re-ran the active employee roster through January 28, 2019 to capture the 

then-current noticing addresses for the Bar Date Notice. 

5. Before the Petition Date, the Debtors’ Human Resources department also generated a 

list of all former employees whose separation from the company occurred between January 1, 2017 

and December 31, 2018. On or around June 2019, in advance of the Bar Date, the Debtors re-ran the 

former employee list to capture any terminated through January 28, 2019 for the Bar Date Notice. 

6. Before the Petition Date, the Debtors’ Human Resources department also generated a 

list of all individuals receiving a pension from the Debtors as of approximately January 11, 2019. The 

Debtors update the pensioner roster on the first of every month, so the as-of January 11, 2019 list 

captured all of the Debtors’ pensioners as of the Petition Date (January 29, 2019) for the Bar Date 

Notice. 

7. AlixPartners provided these lists to the Debtors’ claims and noticing agent, Prime Clerk 

LLC (“Prime Clerk”). Through Prime Clerk, the Debtors served actual notice of the Bar Date upon 

more than 48,000 people including: (i) current employees (over 24,000), (ii) former employees (over 

3,000), and (iii) pensioners (over 21,000). 

Case: 19-30088 Doc# 4685 Filed: 11/12/19 Entered: 11/12/19 15:45:16 Page 3 of

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

8. I understand that Movant purports to represent a subset of the Debtors’ former, salaried 

employees whose termination occurred on or after June 18, 2016. At AlixPartners’ and Weil’s 

direction, the Debtors were able to identify all former, salaried employees whose termination occurred 

on or after June 18, 2016. 

9. AlixPartners then compared this list to the most-recent rosters of current employees, 

former employees, and pensioners. At AlixPartners’ and Weil’s direction, the Debtors compared the 

same list to the Customer List. Based on AlixPartners’ and the Debtors’ analysis of the Debtors’ 

records and the service lists created by Prime Clerk, 92.4% of former, salaried employees whose 

termination occurred on or after June 18, 2016 received actual notice of the Bar Date. 

10. Affidavits certifying direct service in accordance with the Bar Date Order, the 

Bankruptcy Code, and otherwise applicable law, and the method of such service was filed by Prime 

Clerk on July 23, 2019 [Docket No. 3159], July 30, 2019 [Docket No. 3262], and August 8, 2019 

[Docket No. 3474]. 

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