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BRAD BRIAN (State Bar No. 79001)

Brad.Brian@mto.com

THOMAS B. WALPER (State Bar No. 96667)

thomas.walper@mto.com

HENRY WEISSMANN (State Bar No. 132418)

henry.weissmann@mto.com

BRADLEY SCHNEIDER (State Bar No. 235296)

bradley.schneider@mto.com

MUNGER, TOLLES & OLSON LLP

350 South Grand Avenue

Fiftieth Floor

Los Angeles, California 90071

Telephone: (213) 683-9100

Facsimile: (213) 683-3702

Attorneys for Debtors 

and Debtors in Possession

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

Bankruptcy Case

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

APPLICATION OF DEBTORS TO 

AMEND ORDER PURSUANT TO 11 

U.S.C. § 327(e) AND FED. R. BANKR. P. 

2014(a) AND 2016 FOR AUTHORITY TO 

RETAIN AND EMPLOY MUNGER, 

TOLLES & OLSON LLP AS COUNSEL 

FOR CERTAIN MATTERS

[No hearing requested]

[Relates to Dkt. No. 1677]

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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 Application (the 

“Application to Amend”), to amend that Order Pursuant to 11 U.S.C. § 327(e) and Fed. R. 

Bankr. P. 2014(a) and 2016 to Retain and Employ Munger, Tolles & Olson LLP as Counsel for 

Certain Matters (the “Retention Order”) [Doc. #1677], which is attached hereto as Exhibit A. 

In support of this Application to Amend, the Debtors submit the Declaration of Henry 

Weissmann (the “Weissmann Declaration”), which is filed concurrently herewith. A proposed 

form of order approving this Amended Application is annexed hereto as Exhibit B (the 

“Proposed Order”).

I. JURISDICTION

The Court has jurisdiction over this Application under 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 under 28 U.S.C. 

§§ 1408 and 1409. 

II. BACKGROUND AND RELIEF REQUESTED

On January 29, 2019 (the “Petition Date”), the Debtors commenced 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, or examiner 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).

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”). Additional information regarding the circumstances leading to the commencement 

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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 [Dkt No. 263] (the “Wells Declaration”).

On February 13, 2019, the Debtors filed an application (the “Retention Application”) 

pursuant to 11 U.S.C. § 327(e) Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy 

Procedure for authority to retain and employ MTO as counsel for the Specific Matters as defined 

therein (Dkt No. 1167). On April 24, 2019, the Court entered the Retention Order, which 

authorized the Debtors retain MTO with respect to the Specific Matters. 

By this Application to Amend, the Debtors seek to clarify and expand the scope of the 

Specific Matters in two respects. First, the Specific Matters include advising and representing the 

Debtors with respect to issues arising under California law that may affect or relate to the Debtors’ 

reorganization, plan and operations (paragraph 3(f)), as well as other legal services in connection 

with the Chapter 11 cases. In connection with this scope of work, the Debtors have asked MTO to 

provide advice with regard to regulatory, corporate, transactional, and other legal issues associated 

with potential structural options in relation to electric distribution systems, including with respect 

to the recent offer by the City of San Francisco to purchase the Debtors’ electrical grid and related 

assets in the City. While the Debtors believe that this work is within the scope of the Specific 

Matters, for the avoidance of doubt, the Debtors seek to amend the Retention Order to clarify that 

the Specific Matters include this matter.

Second, the Debtors seek authority to retain MTO as counsel in civil litigation arising from 

the Northern California wildfires. The Debtors would retain MTO immediately to serve as cocounsel with Cravath, Swaine & Moore LLP (“Cravath”) in the first civil trial against the Debtors 

arising out of the Tubbs Fire, as to which this Court lifted the automatic stay on August 16, 2019. 

See Mem. Decision Regarding Mot. for Relief from Stay [Doc. No. 3571]. The Debtors would 

engage MTO as counsel or co-counsel in additional civil litigation matters (including trials) 

relating to the Northern California wildfires as the Debtors deem appropriate and in the best 

interests of their estates. As described in the Weissmann Declaration, MTO is well qualified to 

serve in this role.

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This proposed retention, moreover, is directly related to MTO’s existing representation of 

the Debtors in various wildfire-related matters. Specifically, since June 2018, MTO has been 

advising and representing the Debtors in connection with potential and actual criminal 

investigations in connection with the Northern California wildfires. The Retention Order 

authorized MTO to continue this representation as well as to advise and represent the Debtors with 

respect in any related civil or administrative proceedings and to coordinate with Debtors’ counsel 

in any related civil actions. From its work on these engagements, MTO has become familiar with 

the facts underlying the claims and defenses in the civil lawsuits arising out of the Northern 

California wildfires. 

MTO will continue to undertake reasonable efforts to coordinate with Cravath to avoid any 

unnecessary duplication of work by counsel with respect to this additional matter as it has done 

with respect to the Specific Matters to date.

The other grounds for this relief, including MTO’s qualifications and terms of engagement, 

are set out in the Weissmann Declaration. Further, subject to the disclosures in the Weissmann 

Declaration, MTO does not hold or represent an interest adverse to the Debtors or their estates 

with respect to any of the foregoing matters.

III. NOTICE

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

Region 17 (Attn: Andrew 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 facilities; 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.

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I No previous request for the relief sought herein has been made by the Debtors to this or 

2 any other court. 

3 WHEREFORE the Debtors respectfully request that the Court authorize entry of an order 

4 substantially in the form attached hereto as Exhibit B, granting the relief requested in this 

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

6 

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Dated: September It_, 201 9 Respectfully submitted, 

By:�Lcd--- C.Loduca

General Counsel 

PG&E Corporation 

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Exhibit A

RETENTION ORDER

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BRAD BRIAN (State Bar No. 79001) 

Brad.Brian@mto.com 

THOMAS B. WALPER (State Bar No. 96667) 

thomas.walper@mto.com 

HENRY WEISSMANN (State Bar No. 132418) 

henry.weissmann@mto.com 

BRADLEY SCHNEIDER (State Bar No. 235296) 

bradley.schneider@mto.com 

MUNGER, TOLLES & OLSON LLP

350 South Grand Avenue 

Fiftieth Floor

Los Angeles, California 90071 

Telephone: (213) 683-9100 

Facsimile: (213) 683-3702 

Proposed Attorneys for Debtors 

and Debtors in Possession 

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

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case)

(Jointly Administered)

ORDER PURSUANT TO 11 U.S.C. § 327(e)

AND FED. R. BANKR. P. 2014(a) AND

2016 FOR AUTHORITY TO RETAIN 

AND EMPLOY MUNGER, TOLLES &

OLSON LLP AS COUNSEL FOR 

CERTAIN MATTERS THE DEBTORS

EFFECTIVE AS OF THE PETITION

DATE 

Signed and Filed: April 24, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 25, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

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Upon the Application, dated February 13, 2019 (the “Application”), 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 section 327(e) of title 11 of the United States Code (the 

“Bankruptcy Code”) and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), for authority to retain and employ Munger, Tolles & Olson LLP 

(“MTO” or “Firm”) as counsel for certain matters for the Debtors effective as of the Petition 

Date, under a general retainer, all as more fully set forth in the Application; and this Court having 

jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C. §§ 

157 and 1334, and the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, 

General Order 24 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 Application 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 due and 

proper notice of the Application having been provided to the parties listed therein, and it appearing 

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

the Weissmann Declaration, the Loduca Declaration, and the Wells Declaration; and upon the 

record of the Hearing (if any was held) and all of the proceedings had before the Court; and this 

Court having found and determined that the relief sought in the Application is in the best interests 

of the Debtors, their estates, creditors, shareholders, and all parties in interest; and that the legal 

and factual bases set forth in the Application establish just cause for the relief granted herein; and 

after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. This Application is granted as provided herein.

2. The Debtors are authorized, pursuant to section 327(e) of the Bankruptcy Code and

Bankruptcy Rules 2014(a) and 2016, to retain and employ MTO as counsel under the

terms and conditions set forth in the Application and the Weissmann Declaration

effective nunc pro tunc to the Petition Date.

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3. The Weissmann Declaration sets for the services being provided by, and to be provided

by, MTO to the Debtors with respect to the following matters (the “Specific

Matters”):

a. Advising and representing the Debtors with respect to federal, state, and local

laws and regulations as they relate to (1) wildfires and the effects of wildfire

liabilities on the Debtors’ businesses; (2) the relative jurisdiction of the

California Public Utilities Commission (“CPUC”), the Federal Energy

Regulatory Commission (“FERC”), and federal courts, including the

Bankruptcy Court; and (3) motions and other negotiations and proceedings in

the Chapter 11 Cases, and other legal proceedings, that may affect the interests

of the CPUC and/or parties in CPUC proceedings involving the Debtors,

including matters that may affect or relate to the Debtors’ management,

governance, structure, and rates;

b. Advising and representing the Debtors in CPUC Proceedings, including but not

limited to: (a) R.19-01-006, Order Instituting Rulemaking to Implement Public

Utilities Code Section 451.2 Regarding Criteria and Methodology for Wildfire

Cost Recovery Pursuant to Senate Bill 901 (“CPUC Proceeding R.19-01-

006”); (b) I.15-08-019, Order Instituting Investigation on the Commission’s

Own Motion to Determine Whether Pacific Gas and Electric Company and

PG&E Corporation’s Organizational Culture and Governance Prioritize Safety

(“CPUC Proceeding I.15-08-019”); (c) A.19-02-016, Application of Pacific

Gas and Electric Company for a Waiver of the Capital Structure Condition

(“CPUC Proceeding A.19-02-016”); (d) A.18-11-001, Application of Pacific

Gas and Electric Company to issue, sell, and deliver one or more series of Debt

Securities and to guarantee the obligations of others in respect of the issuance

of Debt Securities; to execute and deliver one or more indentures; to sell, lease,

assign, mortgage, or otherwise dispose of or encumber utility property; to issue,

sell and deliver in one or more series, cumulative Preferred Stock -- $25 Par

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Value, Preferred Stock -- $100 Par Value, Preference Stock or any combination 

thereof; to utilize various debt enhancement features; and enter into interest rate 

hedges (“CPUC Proceeding A.18-11-001”); (e) A.18-10-003, Application of 

Pacific Gas and Electric Company to increase its authority to finance short-term 

borrowing needs and procurement-related collateral costs by $2.0 billion to an 

aggregate amount not to exceed $6.0 billion (“CPUC Proceeding A.18-10-

003”); and (f) any other related or similar CPUC proceeding or other CPUC 

proceeding arising from the matters for which MTO is representing the 

Debtors; 

c. Advising and representing the Utility regarding its rights and obligations under

various power purchase agreements, including in connection with NextEra

Energy, Inc., et al. v. Pacific Gas and Electric Company, FERC Docket No. 19-

35-000, and PG&E Corp. et al. v. Federal Energy Regulatory Commission,

Adv. Proc. No. 19-03003 (N.D. Cal.); advising and representing the Utility on

any appeal from these matters and, potentially, as an amicus curiae in other

proceedings involving similar legal issues;

d. Advising the Debtors regarding compliance with laws and regulations

governing public utilities, including Division 1, Part 1 of the California Public

Utilities Code and the CPUC’s affiliate transaction rules (including Decision

06-12-029 and related decisions);

e. Advising and representing the Debtors as necessary and appropriate with

respect to potential actions by state government actors, including the legislature

and the CPUC, that may affect or relate to the Debtors’ reorganization, plan,

and operations, including with respect to liability standards, insurance and

related cost-spreading regimes, recovery of costs in rates and the Debtors’

management, governance and structure;

f. Advising and representing the Debtors with respect to issues arising under

California law that may affect or relate to the Debtors’ reorganization, plan and

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operations; California corporate law including but limited to fiduciary duties 

and opinions regarding due authority; California law governing corporate 

forms; the California Public Records Act;

g. Advising and representing the Debtors with regard to potential criminal, civil,

and administrative liability in connection with the 2017 and 2018 Northern

California wildfires, including:

i. Advising and representing the Debtors in civil or administrative

proceedings relating to the 2017 and 2018 Northern California wildfires;

ii. Advising and representing the Debtors concerning the Butte County

Settlement;

iii. Coordinating with Debtors’ counsel in civil actions and administrative

proceedings arising from wildfires to provide advice regarding potential

impact on and coordination with the Debtors’ response to and positions

in the criminal investigations and any resulting prosecutions;

iv. Advising and representing the Debtors and coordinating with other

counsel in connection with any possible or proposed resolutions or

settlements of criminal, civil, or administrative liability arising from

California wildfires; and

h. Providing all other necessary legal services for the Debtors, as related to the

above matters, in connection with the above captioned Chapter 11 Cases,

including fact investigation, legal researching, briefing, argument, discovery,

reorganization, plan and disclosure statement matters, appearance and

participation in hearings, and communications and meetings with parties in

interest.

4. MTO shall be compensated in accordance with, and will file, interim and final fee

applications for allowance of its compensation and expenses and shall be subject to

sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy

Local Rules, the Fee Guidelines, and any further order of the Court;

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5. MTO shall be reimbursed for reasonable and necessary expenses as provided by the

Fee Guidelines;

6. MTO is authorized without further order of the Court to apply amounts from the

Retainer to compensate and reimburse MTO and the Economic Consultants for fees or

expenses incurred prior to the Petition Date consistent with their ordinary course

billing practices. Notwithstanding anything to the contrary in the Engagement Letter,

the Debtors are not obligated to replenish the Retainer. MTO shall hold the balance of

the Retainer until the conclusion of the MTO engagement and the payment of the fees,

costs, and expenses of MTO as approved in the MTO final fee application, after which

MTO shall return any remaining balance of the Retainer to the Debtors.

7. MTO shall use its best efforts to avoid any duplication of services provided by any of

the Debtors’ other retained professionals in these Chapter 11 Cases;

8. Notice of the Application as provided therein shall be deemed good and sufficient

notice of the Application;

9. MTO shall provide reasonable notice to the Debtors and the U.S. Trustee of any

increase of MTO’s hourly rates as set forth in the Weissmann Declaration;

10. To the extent the Application is inconsistent with this Order, the terms of the Order

shall govern;

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

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

**END OF ORDER**

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Exhibit B

[PROPOSED] ORDER

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BRAD BRIAN (State Bar No. 79001) 

Brad.Brian@mto.com 

THOMAS B. WALPER (State Bar No. 96667) 

thomas.walper@mto.com 

HENRY WEISSMANN (State Bar No. 132418) 

henry.weissmann@mto.com 

BRADLEY SCHNEIDER (State Bar No. 235296) 

bradley.schneider@mto.com 

MUNGER, TOLLES & OLSON LLP 

350 South Grand Avenue 

Fiftieth Floor 

Los Angeles, California 90071 

Telephone: (213) 683-9100 

Facsimile: (213) 683-3702 

Proposed Attorneys for Debtors 

and Debtors in Possession 

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

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

[PROPOSED] ORDER AMENDING 

ORDER PURSUANT TO 11 U.S.C. § 327(a) 

AND FED. R. BANKR. P. 2014(a) AND 

2016 FOR AUTHORITY TO RETAIN 

AND EMPLOY MUNGER, TOLLES & 

OLSON LLP AS COUNSEL FOR 

CERTAIN MATTERS AS OF THE 

PETITION DATE 

[No hearing requested] 

[Relates to Dkt. No. 1677]

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Upon the application, dated September 18, 2019 (the “Application to Amend”), 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”), to amend Order Pursuant to 11 U.S.C. § 327(e) and 

Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain and Employ Munger, Tolles & Olson 

LLP as Counsel for Certain Matters Effective as of the Petition Date (the “Retention Order”) 

[Dkt No. 1677]; and this Court having jurisdiction to consider the Application to Amend and the 

relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, and the Order Referring 

Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 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 Application to Amend 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 due and proper notice of the 

Application having been provided to the parties listed therein, and it appearing that no other or 

further notice need be provided; and this Court having reviewed the Application to Amend and the 

Weissmann Declaration; and upon the record of the Hearing (if any was held) and all of the 

proceedings had before the Court; and this Court having found and determined that the relief 

sought in the Application to Amend is in the best interests of the Debtors, their estates, creditors, 

shareholders, and all parties in interest; and that the legal and factual bases set forth in the 

Application to Amend establish just cause for the relief granted herein; and after due deliberation 

and sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Application to Amend is granted as provided herein. 

2. The Retention Order is hereby amended to provide that the Specific Matters include: 

a. Representing and advising the Debtors with regard to regulatory, corporate, 

transactional, and other legal issues associated with potential structural options 

in relation to electric distribution systems; 

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b. Representing the Debtors as co-counsel at trial in the first trial in the 

consolidated action captioned California North Bay Fire Cases, JCCP No. 4995 

(Cal. Super. Ct.) (the “Tubbs Fire Action”); 

c. Representing and advising the Debtors in connection with any other civil 

actions or proceedings arising out of or related to the Northern California 

wildfires. 

3. Subject to the foregoing clarifying amendment, the Retention Order remains in effect 

and is incorporated herein by reference. 

4. Notice of the Application to Amend as provided therein shall be deemed good and 

sufficient notice of the Application to Amend; 

5. To the extent the Application to Amend is inconsistent with this Order, the terms of the 

Order shall govern; 

6. This Court shall retain jurisdiction to hear and determine all matters arising from or 

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

**END OF ORDER** 

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