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BAKER 

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HOSTETLER LLP

ATTORNEYS AT LAW

SAN FRANCISCO

Robert A. Julian (SBN 88469)

Cecily A. Dumas (SBN 111449)

BAKER & HOSTETLER LLP

1160 Battery Street, Suite 100

San Francisco, CA 94111

Telephone: 628.208.6434

Facsimile: 310.820.8859

Email: rjulian@bakerlaw.com

Email: cdumas@bakerlaw.com

Eric E. Sagerman (SBN 155496)

Lauren T. Attard (SBN 320898)

BAKER & HOSTETLER LLP

11601 Wilshire Blvd., Suite 1400

Los Angeles, CA 90025-0509

Telephone: 310.820.8800

Facsimile: 310.820.8859

Email: esagerman@bakerlaw.com

Email: lattard@bakerlaw.com

Counsel to the Official Committee of Tort Claimants

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)

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

MOTION OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

TO COMPEL PRODUCTION OF PG&E 

BUSINESS PLANS 

Date: August 27, 2019 (requested)

Time: 9:30 a.m. (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16 Floor

San Francisco, CA 94102

Objection Deadline: To be determined 

Case: 19-30088 Doc# 3624 Filed: 08/20/19 Entered: 08/20/19 17:29:10 Page 1 of

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The Official Committee of Tort Claimants (the “TCC”), by and through its undersigned 

counsel, hereby submits this Motion to Compel (the “Motion”) PG&E Corporation and Pacific Gas 

& Electric Company (collectively, “PG&E”) to produce PG&E’s business plans, reports, studies, 

valuations, and analyses (collectively, “Business Plans”). PG&E has been promising to produce 

the Business Plans to the TCC for approximately five months. Despite repeated requests from the 

TCC, and PG&E having promised to provide the Business Plans through its financial advisor Alix 

Partners to the TCC’s financial advisor Lincoln International LLC, PG&E has failed to do so. A 

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

“Proposed Order”).

The TCC began asking for the Business Plans on March 8, 2019, when it submitted 32 

requests for documents to PG&E (the “Management Requests”). Request No. 1 was for “Business 

plans prepared by or for the Company during the applicable period.” Request No. 2 was for 

“[r]eports, studies, briefings, valuations, analyses and similar documents prepared by advisors, 

appraisers, investment bankers, consultants, lawyers, accountants, auditors, investigators, and 

professionals for the Company, or any of their respective boards or committees, during the 

applicable period, regarding the value of the Company or the safety of the Company’s transmission 

and distribution lines.” These requests encompass the Business Plans. 

On April 28, 2019, the parties held a telephonic meet-and-confer at which counsel for 

PG&E indicated, among other things, that PG&E would be willing to produce documents 

responsive to Requests No. 1 and No. 2, and that the requests would be handled by the Parties’ 

Financial Advisors, i.e., Alix Partners and Lincoln. On May 28, 2019, after a hearing regarding 

PG&E’s ongoing objections to other discovery requests, the Court ordered PG&E to produce 

responsive documents. Order Following Discovery Conference Held on May 8, 2019 [Dkt. No. 

2255]. The Order noted that “The Debtors and the TCC reached agreement on Requests 1 through 

24 . . . without intervention of the Court.” Id., p. 2, ¶ 1. 

However, PG&E still did not—and has not—produced the Business Plans responsive to 

Requests No. 1 and No. 2. After a further request from the TCC, PG&E responded by letter dated 

June 29, 2019 “Finally, as to Requests 1, 2 and 3, Exhibit C states that these requests ‘will be 

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SAN FRANCISCO

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handled by the Parties’ Financial Advisors.’ It is our understanding Alix Partners, and specifically 

John Boken, PG&E’s Deputy Chief Restructuring Officer, has been in regular contact with Lincoln 

Financial, and specifically Brendan Murphy, regarding these requests. To the extent that the TCC 

has additional questions regarding these requests, we recommend that Lincoln Financial reach out 

to Alix Partners, as agreed by the parties.” Despite repeated requests from Lincoln Financial, Alix 

Partners has not produced the Business Plans, stating that the plan is not yet final. 

Even if the Business Plans were not final when requested, PG&E has a continuing 

obligation to supplement its discovery responses under Rule 26(e). As such, PG&E is obligated to 

produce the Business Plans as soon as they are final. The TCC’s need for the documents was made 

even more critical by PG&E’s filing of its Supplemental Statement and Plan of Reorganization 

Timeline in Support of Opposition to Motions to Terminate Exclusivity [Dkt. No. 3515] 

(“Reorganization Timeline”) on August 12, 2019. Therein, PG&E boasted that it has “received 

commitments from more than twenty (20) financial institutions for billions in equity capital to fund 

the Debtors’ plan (the “Equity Commitment”)” and that it intended to file its proposed plan of 

Reorganization within the coming weeks. The TCC needs the Business Plans to evaluate PG&E’s 

proposed reorganization timeline, its forthcoming plan term sheet, confirmability, and plan 

feasibility within the compressed timetable necessitated by the California Legislature’s June 30, 

2020 deadline. This bankruptcy case is moving quickly, yet PG&E is delaying the production of 

basic, but critical documents by months. The TCC therefore requests that the Court enter an Order 

compelling production of the Business Plans. 

Just recently, and in response to the TCC’s repeated requests, PG&E informed the TCC’s 

financial advisors that the Business Plans will be produced around August 26, 2019. However, 

given the significant delays, the TCC is simultaneously requesting an Order Shortening Time to 

allow this Motion to Compel to be heard on August 27, 2019, in the event PG&E fails to produce 

the documents by that date. In the event PG&E produces the Business Plans by August 26, 2019, 

the TCC will withdraw its motion and any hearing on the Motion can be vacated. 

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PG&E should be compelled to produce the Business Plans, and its refusal to do so should 

be subject to sanctions pursuant to Federal Rule 37. 

Dated: August 20, 2019

BAKER & HOSTETLER LLP

By: /s/ Robert A. Julian

Robert A. Julian

Counsel to the Official Committee of Tort 

Claimant

Case: 19-30088 Doc# 3624 Filed: 08/20/19 Entered: 08/20/19 17:29:10 Page 4 of

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