DEBTORS’ MOTION TO CONFIRM INTERIM WAGE 

ORDER

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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) 

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 

Proposed 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) 

MOTION CONFIRMING INTERIM ORDER 

PURSUANT TO 11 U.S.C. §§ 105(a), 363(b), AND 507 

AND FED. R. BANKR. P. 6003 AND 6004 

AUTHORIZING DEBTORS TO (I) PAY 

PREPETITION WAGES, SALARIES, WITHHOLDING 

OBLIGATIONS AND OTHER COMPENSATION AND 

BENEFITS; (II) MAINTAIN EMPLOYEE WAGE AND 

BENEFITS PROGRAMS; AND (III) PAY RELATED 

ADMINISTRATIVE OBLIGATIONS 

Date: TBD 

Time: TBD 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

San Francisco, CA 94102

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# 392 Filed: 02/08/19 Entered: 02/08/19 15:59:56 Page 1 of 7
DEBTORS’ MOTION TO CONFIRM INTERIM WAGE 

ORDER

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

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 abovecaptioned chapter 11 cases (the “Chapter 11 Cases”), hereby submit this Motion (the “Motion”) for an 

order confirming the interim relief approved in the Court’s Order, dated January 31, 2019, [Docket No.

210] (the “Interim Employee Wage Order”), with respect to the Motion of Debtors Pursuant to 11 

U.S.C. §§ 105(a), 363(b), and 507 and Fed. R. Bankr. P. 6003 and 6004 for Interim and Final Authority 

to (I) Pay Prepetition Wages, Salaries, and other Compensation and Benefits; (II) Maintain Employee 

Benefit Programs; and (III) Pay Related Administrative Obligations filed on January 29, 2019 [Docket 

No. 8] (the “Employee Wage Motion”).1 

A proposed form of order granting the relief requested herein is annexed hereto as 

Exhibit A (the “Order”). 

 

1

 Contemporaneously herewith, the Debtors have filed an Application requesting a hearing on the relief 

requested herein on an expedited basis to avoid any financial hardship to, or further imposition on, the Debtors’ 

Employees as a result of the commencement of these Chapter 11 Cases. 

Case: 19-30088 Doc# 392 Filed: 02/08/19 Entered: 02/08/19 15:59:56 Page 2 of 7
DEBTORS’ MOTION TO CONFIRM INTERIM WAGE 

ORDER

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

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 Rule 5011-1(a) of the Bankruptcy Local Rules for the United States District Court for the 

Northern District of California (the “Bankruptcy Local Rules”). 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. No trustee, examiner, or statutory committee has been appointed in either of 

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

purposes only pursuant to Bankruptcy Rule 1015(b). 

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] (the “Wells Declaration”). 

III. THE OUTSTANDING EMPLOYEE COMPENSATION AND RELOCATION 

EXPENSES 

Pursuant to the Employee Wage Motion2

, the Debtors sought authority to, inter alia, pay 

and honor certain Compensation Obligations and benefits for the Debtors’ Employees that were 

outstanding with respect to the period prior to the Petition Date. In the Employee Wage Motion and at

the hearing held on January 31, 2019, the Debtors represented that they did not believe any outstanding 

prepetition Compensation Obligations to their Employees exceeded $12,850 per individual Employee – 

the amount of the statutory caps for priority treatment of individual prepetition wages and benefits 

 

2

 Capitalized terms used herein unless otherwise defined have the meanings ascribed to such terms in the Wage 

Motion. 

Case: 19-30088 Doc# 392 Filed: 02/08/19 Entered: 02/08/19 15:59:56 Page 3 of 7
DEBTORS’ MOTION TO CONFIRM INTERIM WAGE 

ORDER

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

established under sections 507(a)(4) and (a)(5) of the Bankruptcy Code. On January 31, 2019, the Court 

entered the Interim Employee Wage Order granting the relief requested in the Employee Wage Motion 

on an interim basis. 

Subsequent to the entry of the Interim Employee Wage Order, the Debtors discovered 

that outstanding Compensation owed to approximately thirty (30) Employees with respect to the 

prepetition period exceeded the $12,850 cap. The aggregate amount in excess of the cap for such 

Employees is approximately $260,000, or an average of approximately $8,650 per Employee 

(collectively, the “Outstanding Compensation”). In addition, the Outstanding Compensation amounts 

range from approximately $230.00 to approximately $50,000 per Employee. All but three of such 

Employees are Union Represented Employees and none of such are officers or Insiders. 

In addition, pursuant to the Employee Wage Motion, the Debtors sought authority to, 

inter alia, pay and honor certain obligations relating to their Relocation Program. In the Employee Wage 

Motion, the Debtors represented that they owe approximately $1,400,000 on account of prepetition 

obligations associated with the Relocation Program, $100,000 of which will come due during the Interim

Period. 

Subsequent to the entry of the Interim Employee Wage Order, the Debtors became aware 

of certain relocation-related payments owed to approximately twenty-one (21) Union Represented 

Employees that were not included in the amounts set forth in the Employee Wage Motion. These 

amounts relate to payments to such Union Represented Employees in consideration of them being moved 

to new work locations and were negotiated with the Unions in connection with the consolidation of 

certain functions provided by the Union Represented Employees (collectively, the “Additional

Relocation Payments”). The Additional Relocation Payments are between $20,000 and $25,000 per 

Employee for an aggregate amount of approximately $500,000. The Debtors believe that almost all – 

approximately $415,000 of the $500,000 – qualify as administrative expenses as the affected Union 

Represented Employees do not earn the payment until they have reported to the new location, and such 

reporting has not yet occurred for seventeen of the twenty-one Union Represented Employees entitled 

to these payments. 

Case: 19-30088 Doc# 392 Filed: 02/08/19 Entered: 02/08/19 15:59:56 Page 4 of 7
DEBTORS’ MOTION TO CONFIRM INTERIM WAGE 

ORDER

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

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IV. RELIEF REQUESTED 

Although the Employee Wage Order itself does not limit the payment of prepetition 

Compensation Obligations to the $12,850 cap, out of an abundance of caution and because of the 

representation made in the Employee Wage Motion and at the initial hearing on the Employee Wage 

Motion, the Debtors seek authority to pay the Employees the balance of the Outstanding Compensation 

owed to them with respect to their customary and expected compensation. 

In addition, the Debtors seek authority to pay the Additional Relocation Payments to the 

extent any such payments represent prepetition obligations. 

V. BASIS FOR RELIEF REQUESTED 

The Employee Wage Motion sets forth in detail the legal bases that support the relief 

requested herein and the Debtors incorporate the same into this Motion. The Outstanding Compensation 

owed to the Employees is very important to meeting their day to day expenses and other needs and 

constitutes normal and customary earned wages. As a result of the commencement of these Chapter 11 

Cases, certain of their compensation checks were dishonored because, although they were issued in the 

normal course prior to the Petition Date, they were not presented timely as a result of, in certain instances, 

the Employees dealing with the exigencies of their job responsibilities. 

The Additional Relocation Payments also are an expected and integral part of the Union 

Represented Employees’ compensation arrangements and were negotiated and agreed to with the Unions 

to address cost savings in connection with certain consolidations. The Additional Relocation Payments

were negotiated at arms’ length with the Unions and are required to be made pursuant to the collective

bargaining agreements and other related agreements. 

The Debtors believe that under these circumstances, it is warranted and appropriate to 

pay the Outstanding Compensation and Additional Relocation Payments due to, among other things, the 

ongoing services the Employees provide and the relative modest amounts involved on an aggregate basis. 

The Debtors believe that the relief requested herein is entirely consistent with the relief granted in the 

Employee Wage Order and will promote Employee morale and avoid an undue hardship being imposed 

on the Employees. 

Case: 19-30088 Doc# 392 Filed: 02/08/19 Entered: 02/08/19 15:59:56 Page 5 of 7
DEBTORS’ MOTION TO CONFIRM INTERIM WAGE 

ORDER

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

VI. RESERVATION OF RIGHTS 

Nothing contained herein is intended to be or shall be construed as (i) an admission as to 

the validity of any claim against the Debtors, (ii) a waiver of the Debtors’ or any appropriate party in 

interest’s rights to dispute any claim, or (iii) an approval or assumption of any agreement, contract,

program, policy, or lease under section 365 of the Bankruptcy Code. Likewise, if the Court grants the

relief sought herein, any payment made pursuant to the Court’s Order is not intended to be and should 

not be construed as an admission to the validity of any claim or a waiver of the Debtors’ rights to dispute 

such claim subsequently. 

VII. IMMEDIATE ENTRY OF AN ORDER PURSUANT TO BANKRUPTCY RULE 6003 

Bankruptcy Rule 6003 provides that, to the extent relief is necessary to avoid immediate 

and irreparable harm, a Bankruptcy Court may issue an order granting “a motion to use, sell, lease, or

otherwise incur an obligation regarding property of the estate, including a motion to pay all or part of a 

claim that arose before the filing of the petition” before twenty-one (21) days after filing of the 

petition. As set forth above, in the Employee Wage Motion, and in the Wells Declaration, the Debtors 

cannot risk the damage to their businesses, and the potential disruption to their ability to provide 

essential utilities to 16 million Californians, that would follow any decline in morale and the resulting 

attrition that likely would occur if the Debtors fail to pay the Personnel their compensation and other 

benefits. Accordingly, the Debtors have satisfied the requirements for immediate entry of an order 

granting the relief requested herein pursuant to Bankruptcy Rule 6003.

VIII. REQUEST FOR BANKRUPTCY RULE 6004 WAIVERS 

The Debtors request a waiver of the notice requirements under Bankruptcy Rule 6004(a) 

and any stay of the order granting the relief requested herein pursuant to Bankruptcy Rule 6004(h). As 

explained in the Employee Wage Motion, the relief requested herein is necessary to avoid immediate 

and irreparable harm to the Debtors. Accordingly, ample cause exists to justify the waiver of the notice 

requirements under Bankruptcy Rule 6004(a) and the fourteen-day stay imposed by Bankruptcy Rule 

6004(h), to the extent such notice requirements and stay apply. 

Case: 19-30088 Doc# 392 Filed: 02/08/19 Entered: 02/08/19 15:59:56 Page 6 of 7
DEBTORS’ MOTION TO CONFIRM INTERIM WAGE 

ORDER

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

IX. NOTICE 

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

Region 17 (Attn: James L. Snyder, Esq. and Timothy Laffredi, Esq.); (ii) the Debtors’ fifty (50) largest 

unsecured creditors on a consolidated basis; (iii) the Securities and Exchange Commission; (iv) the 

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

Utilities Commission; (vii) the Nuclear Regulatory Commission; (viii) the Federal Energy Regulatory 

Commission; (ix) the Office of the United States Attorney for the Northern District of California; (x)

counsel for the agent under the Debtors’ debtor in possession financing facilities; (xi) the Banks; and 

(xii) those persons who have formally appeared in these Chapter 11 Cases and requested service pursuant 

to Bankruptcy Rule 2002. Based on the urgency of the circumstances surrounding this Motion and the 

nature of the relief requested herein, 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, except as set forth in the Employee Wage Motion. 

WHEREFORE the Debtors respectfully request entry of an order granting the relief requested 

herein and such other and further relief as the Court may deem just and appropriate. 

Dated: February 8, 2019 

WEIL, GOTSHAL & MANGES LLP 

KELLER & BENVENUTTI LLP 

By: /s/ Tobias S. Keller____________

 Tobias S. Keller 

Proposed Attorneys for Debtors 

and Debtors in Possession 

Case: 19-30088 Doc# 392 Filed: 02/08/19 Entered: 02/08/19 15:59:56 Page 7 of 7