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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 1-2

[PROPOSED] Order - Redline

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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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)

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,

Bankruptcy Case

No. 19 -30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] ORDER PURSUANT

ORDER PURSUANT TO 11 U.S.C.

§§ 363(b) AND 105(a) AND

FED R. BANKR. P. 9019 AUTHORIZING

THE DEBTORS TO ESTABLISH

PROCEDURES TO SETTLE AND

COMPROMISE CERTAIN CLAIMS

AND CAUSES OF ACTION

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).

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Upon the Motion, dated [●]August 18, 2019 [Docket No. [●]3576] (the

“Motion”),1 of 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”), pursuant to sections 363 and 105(a)

of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 9019 of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for entry of an order authorizing and

establishing procedures for the Debtors to compromise and settle certain non-wildfire claims and

causes of action without further Court approval, all as more fully set forth in the Motion; and this

Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28

U.S.C. §§ 157 and 1334, 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”); and consideration of the Motion and the requested relief being a core proceeding

pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C.

§§ 1408 and 1409; and the Court having found and determined that notice of the Motion as

provided to the parties listed therein is reasonable and sufficient under the circumstances, and it

appearing that no other or further notice need be provided; and this Court having reviewed the

Motion and the Boken Declaration; and this Court having held a hearing on the Motion; and this

Court having determined that the legal and factual bases set forth in the Motion establish just

cause for the relief granted herein, subject to the limited objection by the Public Advocates Office

at the California Public Utilities Commission (“CPUC”); and it appearing that the relief requested

in the Motion is in the best interests of the Debtors, their estates, creditors, shareholders, and all

parties in interest and represents a sound exercise of the Debtors’ business judgment; and upon all

of the proceedings had before this Court and after due deliberation and sufficient cause appearing

1

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

terms in the Motion.

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therefor, for the reasons stated on the record at the hearing of the Motion,

IT IS HEREBY ORDERED THAT:

1. The Motion is granted as provided herein.

2. The Debtors are authorized, but not directed, pursuant to sections 363 and

105(a) of the Bankruptcy Code and Bankruptcy Rule 9019, to settle and compromise Claims in

accordance with the following Settlement Procedures:

(a) The Debtors are authorized to settle any and all Claims asserted against the

Debtors without prior approval of, or notice to, the Court or any other party in

interest, whenever the aggregate amount to be allowed for an individual Claim

(the “Settlement Amount”) is less than or equal to $1 million (a “De Minimis

Settlement Amount”); provided, however, De Minimis Settlement Amounts shall

not include any Settlement of a Claim (i) to which any present or former insider of

the Debtors is a party or (ii) that includes a release by any of the Debtors of a

Claim they may have against the holder of a Claim pursuant to chapter 5 of the

Bankruptcy Code.

(b) If the Settlement Amount for a Claim is not a De Minimis Settlement Amount but

is less than or equal to $10 million, the Debtors shall provide notice of the

proposed Settlement on a confidential, professionals’ eyes only basis, to: (i) the

U.S. Trustee, (ii) counsel for each of the Committees, and (iii) any party to the

Settlement; and (iv) any third party providing consideration with respect to a

Settlement pursuant to subparagraph (e) hereof (each a “Reviewing Party,” and

collectively, the “Reviewing Parties”) specifying (1) the identity of the other

party to the Settlement, (2) a summary of the dispute, including proof of claim

numbers, if any, and the types of Claims asserted, (3) the terms and amounts for

which such Claims have been settled, including the priority of such settled claim,

(4) whether the Debtors are seeking to release any Claims against creditors or

third parties, (5) an explanation of why the Settlement is favorable to the Debtors,

their estates, and their creditors, and (6) copies of any proposed Settlement or

documents supporting the Settlement.

(c) Within seventen (710) business days of receiving the proposed Settlement, the

Reviewing Parties may object, or request an extension of time within which to

object (which objection or request for an extension of time to object may be in the

form of an e-mail from counsel for any Reviewing Party to counsel for the

Debtors), to the proposed Settlement. If a timely objection is made by any

Reviewing Party, the Debtors may either (i) renegotiate the Settlement and submit

a revised notification to the Reviewing Parties or (ii) file a motion with the Court

seeking approval of the existing Settlement under Bankruptcy Rule 9019 on no

less than twenty-one (21) days’ notice. If no timely objection is made by any

Reviewing Party or if the Debtors receive written approval of the proposed

Settlement from the Reviewing Parties prior to the objection deadline (which

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(i) No Claim arising out of or relating to the Northern California fFires3

 shall be

settled pursuant to these Settlement Procedures.

(j) Nothing in the Settlement Procedures is intended or should be construed to alter

any requirements underthe terms and conditions of any of the Debtors’ insurance

approval may be in the form of an e-mail from counsel for each the Reviewing

Parties to counsel for the Debtors), then the Debtors may proceed with the

Settlement, without prior approval of the Court.

(d) If the Settlement Amount for a claim is not a De Minimis Settlement Amount and

is greater than $10 million, the Debtors are required to seek the approval of the

Court pursuant to motion under Bankruptcy Rule 9019 on no less than twentyone (21) days’ notice.

(e) The Debtors may settle Claims where some or all of the consideration is being

provided by a third party and/or where the Debtors are releasing Claims against

creditors or third parties provided the Debtors otherwise comply with the

Settlement Procedures.

(f) Any Settlement that is not authorized pursuant to the foregoing procedures, or

pursuant to any other order of the Court, shall be authorized only upon separate

order of the Court upon a motion of the Debtors served upon the parties in

interest.

(g) On a quarterly basis, on the thirtieth (30th) day after the start of the quarter,

beginning on the quarter that starts on October 1, 2019, the Debtors shall file with

the Court and serve, pursuant to the Debtors’ Case Management Order,2 a report

of all Settlements that the Debtors have entered during the previous quarter

pursuant to the Settlement Procedures, but shall not report Settlements if they are

the subject of a separate motion pursuant to Bankruptcy Rule 9019. Such reports

shall set forth the names of the parties with whom the Debtors have settled, the

relevant proof of claim numbers, and the amounts for which such Claims have

been settled.

(h) For the avoidance of doubt, any Claim settled pursuant to these Settlement

Procedures shall be allowed as provided herein and shall be satisfied pursuant to,

and as set forth in, a chapter 11 plan for the Debtors as confirmed by the Court.

2

 Second Amended Order Implementing Certain Notice and Case Management Procedures [Docket

No. 1996].

3

 For purposes of this Order, and all matters related thereto, “Northern California Fires” include,

but are not limited to, the following fires: 37, Adobe, Atlas, Blue, Butte, Camp, Cascade, Cherokee,

Ghost Ship, Honey, La Porte, Lobo, Maacama, McCourtney, Norrbom, Nuns, Partrick, Pocket,

Point, Pressley, Pythian (a.k.a. Oakmont), Redwood, Sullivan, Sulphur, and Tubbs.

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policies, including, but not limited to, any provisions regarding notice,

cooperation, and defense of claims.

(k) The Debtors reserve the right to seek to modify the Settlement Procedures as they

deem appropriate.

3. This Order shall not obligate or require the Debtors to settle any Claim that

they do not consider, in their sole discretion, appropriate to compromise and settle, nor any Claim in

amounts in excess of what the Debtors, in their sole discretion, believe to be reasonable and

appropriate.

4. The Debtors are authorized to take any and all steps that are necessary or

appropriate to settle the Claims in accordance with the Settlement Procedures.

5. Nothing in this Order shall constitute an admission of validity, nature, amount,

or priority of any claim asserted in the Chapter 11 Cases.

6. Nothing in this Order or any settlement pursuant to this Order releases,

nullifies, precludes or enjoins the enforcement of any liability under police and regulatory statutes or

regulations (including but not limited to environmental laws or regulations), and any associated

liabilities. Nothing in this Order or any settlement pursuant to this Order shall in any way diminish

the obligation of any entity, including the Debtors, to comply with environmental laws.

7. Nothing in this Order or any settlement pursuant to this Order authorizes the

transfer to the purchaser of any governmental licenses, permits, registrations, authorizations, or

approvals without the purchaser’s compliance with all applicable legal requirements under non

bankruptcy law governing such transfers.

8. Nothing in this Order, nor the Settlement Procedures described herein, shall

apply to any settlements by the Debtors or other relief arising out of any CPUC proceedings.

9. 6. Notwithstanding entry of this Order, nothing herein shall create, nor is

intended to create, any rights in favor of or enhance the status of any claim held by, any party.

10. 7. Entry of this oOrder is without prejudice to the Debtors’ rights to seek

entry of an order modifying or supplementing the relief granted herein.

11. 8. This Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation, interpretation, or enforcement of this Order.

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////

////

////

////

////

////

////

////

Dated: September 9, 2019

Accepted and Agreed to:

PUBLIC ADVOCATES OFFICE

STINSON LLP 

/s/ Alisa C. Lacey

Name: Alisa C. Lacey

Attorneys for the Public Advocates Office

** END OF ORDER **

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