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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

-oOoIn Re:

PG&E CORPORATION AND PACIFIC 

GAS AND ELECTRIC COMPANY

Debtors.

_____________________________

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Case No. 19-30088

Chapter 11

San Francisco, California

Tuesday, August 13, 2019

10:00 AM

MOTION OF THE AD HOC GROUP OF 

SUBROGATION CLAIMHOLDERS TO 

TERMINATE THE DEBTORS' 

EXCLUSIVE PERIODS, PURSUANT 

TO SECTION 1121(D)(1) OF THE 

BANKRUPTCY CODE [3147]

MOTION OF THE AD HOC 

COMMITTEE OF SENIOR UNSECURED 

NOTEHOLDERS TO TERMINATE THE 

DEBTORS' EXCLUSIVE PERIODS 

PURSUANT TO SECTION 

1121(D)(1) OF THE BANKRUPTCY 

CODE, FILED BY AD HOC 

COMMITTEE OF SENIOR UNSECURED 

NOTEHOLDERS OF PACIFIC GAS 

AND ELECTRIC COMPANY [2741]

TRANSCRIPT OF PROCEEDINGS

BEFORE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Debtor: STEPHEN KAROTKIN, ESQ.

Weil, Gotshal & Manges LLP

767 Fifth Avenue 

New York, NY 10153

(212) 310-8000

JANE KIM, ESQ. 

Keller & Benvenutti LLP

650 California Street

Suite 1900

San Francisco, CA 94108

(415) 796-0709

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For Debtors (cont'd.): KEVIN J. ORSINI, ESQ.

Cravath, Swaine & Moore LLP

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

For the Official Committee 

of Unsecured Creditors:

DENNIS F. DUNNE, ESQ. 

Milbank LLP

55 Hudson Yards

New York, NY 10001

(212) 530-5770

GREGORY A. BRAY, ESQ.

Milbank LLP

2029 Century Park East

33rd Floor

Los Angeles, CA 90067

(424) 386-4302

ANDREW M. LEBLANC, ESQ. 

Milbank LLP

1850 K Street, NW

Suite 1100

Washington, DC 20006

(202) 835-7574

For the Official Committee 

of Tort Claimants:

CECILY A. DUMAS, ESQ. 

Baker & Hostetler LLP

11601 Wilshire Boulevard

Suite 1400

Los Angeles, CA 90025

(310) 442-8886

For the Ad Hoc Committee 

of Bondholders:

ABID QURESHI, ESQ.

Akin Gump Strauss Hauer & Feld LLP

1999 Avenue of the Stars

Suite 600

Los Angeles, CA 90067

(310) 229-1000

ASHLEY VINSON CRAWFORD, ESQ. 

Akin Gump Strauss Hauer & Feld LLP

580 California Street

Suite 1500

San Francisco, CA 94104

(415) 765-9561

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For the Ad Hoc Committee 

of Bondholders (cont'd.): 

DAVID H. BOTTER, ESQ. 

MICHAEL S. STAMER, ESQ. 

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

For the Ad Hoc Group of 

Subrogation Claim Holders:

MATHEW A. FELDMAN, ESQ.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8651

For Aecom: MARSHA A. HOUSTON, ESQ. 

(Telephonically)

Reed Smith LLP

355 South Grand Avenue

Suite 2900

Los Angeles, CA, 90071

(213) 457 8067

For the Board of 

Directors, et al.:

JAMIE J. FELL, ESQ. 

(Telephonically)

MICHAEL H. TORKIN, ESQ.

(Telephonically)

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-3822

For California Department 

of Toxic Control:

PAUL J. PASCUZZI, ESQ.

(Telephonically)

Felderstein Fitzgerald Willoughby

Pascuzzi & Rios LLP

500 Capitol Mall

Suite 2250

Sacramento, CA 95814

(916) 329-7400

For California Public 

Utilities Commission: 

BRIAN S. HERMANN, ESQ. 

(Telephonically)

ALAN W. KORNBERG, ESQ. 

(Telephonically)

Paul, Weiss, Rifkind, Wharton & 

Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

(212) 373-3000

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For Columbus Hill: PAUL N. SILVERSTEIN, ESQ.

(Telephonically)

Hunton Andrews Kurth LLP

200 Park Avenue

New York, NY 10166

(212) 309-1000

For SLF Fire Victim 

Claimants:

LAILA MASUD, ESQ. 

Marshack Hays LLP

870 Roosevelt

Irvine, CA 92620

(949) 333-7777

For Equity Holders: BRUCE BENNETT, ESQ.

Jones Day

555 South Flower Street

50th Floor

Los Angeles, CA 90071

(213) 243-2382

For IBEW Local 1245: BRADLEY C. KNAPP, ESQ.

Locke Lord LLP

601 Poydras Street

Suite 2660

New Orleans, LA 70130

(504) 558-5100

For JPMorgan Chase: EREZ E. GILAD, ESQ.

(Telephonically)

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, NY 10038

(212) 806-5400

FRANK A. MEROLA, ESQ.

(Telephonically)

Stroock & Stroock & Lavan LLP

2029 Century Park East

Los Angeles, CA 90067

(310) 556-5800

For Liberty Mutual 

Insurance:

KEVIN D. BUSH, ESQ. 

(Telephonically)

Cozen O'Connor

501 West Broadway

Suite 1610

San Diego, CA 92101

(619) 685-1716

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For Liberty Mutual 

Insurance (cont'd.):

MARK E. FELGER, ESQ. 

(Telephonically)

Cozen O'Connor

1201 North Market Street

Suite 1001

Wilmington, DE 19801

(302) 295-2087

For NextEra Energy: DAVID M. STERN, ESQ.

(Telephonically)

Klee, Tuchin, Bogdanoff & Stern 

LLP

1999 Avenue of the Stars

39th Floor

Los Angeles, CA 90067

(310) 407-4000

For PG&E Holdco Lenders: AMY CATON, ESQ. 

Kramer Levin Naftalis & Frankel 

LLP

1177 Avenue of the Americas

New York, NY 10036

(212) 715-7772

For Public Advocates 

Office:

ALISA C. LACEY, ESQ. 

Stinson LLP

1850 N. Central Avenue

Suite 2100

Phoenix, AZ 85004

(602) 212-8628

For Public Utilities 

Impacted by the Wildfires:

SANDER L. ESSERMAN, ESQ.

(Telephonically)

Stutzman, Bromberg, Esserman & 

Plifka

2323 Bryan Street

Suite 2200

Dallas, TX 75201

(214) 969-4910

For Severson & Werson: BERNARD J. KORNBERG, ESQ.

(Telephonically)

Severson & Werson

Embarcadero Center

Suite 2600

San Francisco, CA 94111

(415) 398-3344

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For Travelers Insurance 

Company:

PETER D. WOLFSON, ESQ. 

(Telephonically)

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020

(212) 768-6840

For Travelers Insurance 

Company and Hartford 

Insurance Company:

MARK C. BAUMAN, ESQ. 

(Telephonically)

Bauman Loewe Witt & Maxwell, PLLC 

8765 East Bell Road

Suite 210

Scottsdale, AZ 85260

(480) 502-4664, Ext. 4201

For the Indenture Trustee, 

BOKF, NA:

BETH M. BROWNSTEIN, ESQ.

Arent Fox LLP

1301 Avenue of the Americas

42nd Floor

New York, NY 10019

(212) 484-3900

For The Utility Reform

Network (TURN):

ROBERT G. HARRIS, ESQ.

Binder & Malter LLP

2775 Park Ave

Santa Clara, CA 95050

(408) 295-1700

Court Recorder: LORENA PARADA

Transcriber: CLARA RUBIN

 eScribers, LLC

7227 N. 16th Street

 Suite #207

 Phoenix, AZ 85020

(973)406-2250

Proceedings recorded by electronic sound recording; 

transcript provided by transcription service.

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SAN FRANCISCO, CALIFORNIA, TUESDAY, AUGUST 13, 2019, 9:31 AM

-oOo-

(Call to order of the Court.)

THE CLERK: All rise. Court is now in session, the 

Honorable Dennis Montali presiding. 

THE COURT: Good morning, everyone. 

IN UNISON: Good morning, Your Honor, Your Honor. 

THE COURT: Be seated. 

THE CLERK: Matter of PG&E Corporation. 

THE COURT: So let me make a few opening remarks and 

then we'll get to the business at hand; one second. 

So -- sorry; echoing here. 

So we shouldn't -- don't have to really remind people 

why we're here, but I think it's useful to just take a moment 

to reflect on the context of why we are here, because we're 

here for a very important reason. Not many of us here in San 

Francisco or in this courtroom or in the bankruptcy world were 

in paradise last November, or in Santa Rosa the year before, or 

anywhere else where all these horrible fires occurred. And for 

us, benign names like "Camp" and "Tubbs" and "Atlas" are kind 

of like "Katrina" and "Harvey" and people that have gone 

through -- think about hurricanes. The only -- in thinking 

about this, the only name that isn't benign on the list, of 

course, is "Ghost Ship", but that's kind of a sinister reminder 

of the horrors that the victims of all these fires have 

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experienced.

And those of us here, I as a native San Franciscan, a 

resident of the East Bay, can remember the smoke and the smells 

last fall and the TV images. And that's not really not much; 

it's nothing like the nightmares and the horrors that were 

experienced by all of the victims and their families and their 

loved ones and that they are no doubt reliving endlessly in --

God knows forever, thousands of them, all of our Northern 

California neighbors. 

And that's why we're here. That's why we're working 

in this community in the bankruptcy world, to deal with one 

aspect of that tragedy. And so the circumstances that bring 

this closer to here, to me personally and to my staff and to 

the lawyers that are on this case, is what -- things changed 

for us last January 29th when PG&E filed bankruptcy, and 

suddenly there we were. And I, for one, among others -- given 

the task to try to have some role in this process.

So now I am presiding, with the help of all of the 

able lawyers, of (sic) sorting through the toolbox that 

Congress provided us in the bankruptcy world, to unravel some 

of the complicated mess and piece together some meaningful step 

in the part of the financial recovery process that we're 

supposed to use. Unfortunately, Congress didn't give us tools 

to deal with physical and emotional and other kind of things 

that we're not capable of handling, but we're dealing with the 

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financial stress.

And today and more tomorrow are -- for those two days, 

we're focusing on some very critical milestones or mileposts in 

this hearing. The bankruptcy world will use terms like 

"estimation" and "exclusivity" and "relief from stay". Those 

are terms that bankruptcy professionals hear every day but 

victims of fires hope to never have heard, and hopefully they 

won't have to hear them again. 

So my task, with the help of the many capable lawyers 

who are working on this, is to go through those toolboxes, pick 

the right ones, and try to use them promptly and properly. So 

I, for one -- and I ask the lawyers who make the presentation 

today to do what I know you'll do and keep your eye on the ball

and how best we can make the bankruptcy process work for the 

financial aspects of the recovery that the victims are entitled 

to. 

The -- what I have read over and over again were some 

of my own words, and that is the phrase -- particularly the 

phrase, "credible and confirmable". That of course was a 

phrase that I used in anticipation of the arguments about what 

we're here for today as distinguished from tomorrow: whether 

there's going to be competing plans.

And so I don't intend, and didn't intend then, to --

for "credible and confirmable" to be defined legal terms. The 

word "confirmable", of course, again, to bankruptcy 

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professionals is somewhat precise. But "credible" is one of 

those vague terms that you know it when you see it. And, for 

example, if someone says, "I'm going to win the lottery and pay 

all my creditors," that's not very credible, until you find out 

that he's got a winning ticket in his pocket. And when someone 

says, "I've got a confirmable plan. I'm going to open up bars 

and sell liquor to minors," that would fail as a matter of law.

But beyond that -- and those are extreme 

hypotheticals -- we need to focus -- and I will focus, and ask 

the lawyers arguing today to focus, on whether competing 

plans -- and there are two at the moment, competing by what 

Pacific Gas Electric and its parents are proposing as 

alternatives -- to see which of them, if any, will advance the 

cause, will move the ball forward to that goal of reaching the 

goal of the achievements that I outlined a moment ago.

Now, I'm mindful that as late as yesterday the debtor 

filed a lengthy, comprehensive document that might influence my 

thinking or your thinking. Deal with it as you make your 

argument, the best you can. Don't, however, waste time 

nitpicking or taking issue with what the debtors' lawyer said. 

It's -- the issue today, again, to repeat, is to focus on the 

two competing plans. If it makes more sense to defer either 

today, which I doubt, or the matters tomorrow because of what 

the company filed late, then I'll cross that bridge when we 

come to it.

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The question really, then, comes down to the obvious: 

that -- today's question of exclusivity and whether another --

whether two other entities -- one or both of the other entities 

may file plans, and tomorrow's questions of what is the 

estimation process and whether two groups of creditors, either 

or both of them, may have relief from stay. They are, as you 

know, very interrelated, but here we are, again, sticking with 

today's issue.

So -- and I ask counsel not to waste time on 

alternative arguments that, well, there should be other plans. 

I understand some of you believe fervently that that is the 

case. I simply don't believe it's the case at the moment. And 

so any arguments about why don't we just open the door to socalled floodgates, that's not my interest. 

Now, something else that's been said repeatedly by me 

but probably more so by several of the lawyers in what they've 

said, their arguments, and their written statements, are that 

we should foster the dialogue, we should have a consensual 

plan. Certainly that was the message from the governor, from 

the Public Utilities Commission, from many of you in your 

submissions. And I agree. It would be wonderful, from my 

point of view, if I don't have to make any of these tough 

decisions, that if there were a consensual resolution, that 

would be fine. 

I believe, in the first PG&E case that I'm quick to 

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remind myself about, that I thought fostering the dialogue was 

enhanced by opening up at least one door to one competing plan. 

I firmly believe that that was helpful. Others may disagree. 

Doesn't matter. It's history. So the question today is, 

again, will it foster the dialogue, will it move things forward 

to either a consensual resolution or, if not, will opening up 

for one of both of the moving parties have a helpful and a 

useful result for purposes of that goal that we're trying to 

meet. 

The debtor has, by statute, a presumption of 

maintaining exclusivity, until the two motions were filed that 

we're here for today. It had the benefit of my thinking 

previously -- again, some of you taking different views -- that 

they had at least until later in September. And based upon 

what was filed yesterday, perhaps Debtors' counsel will argue 

that that should be respected. And that is certainly one of 

the options. 

One of the things that I will ask the debtors' counsel 

to say is -- again, is to what -- what should I do if 

exclusivity is maintained for a few weeks and that target, that 

September 9th target, or thereabouts, is missed for some 

reason? Have we lost a month in a critical time line, or not? 

I suspect there will be different views about that. 

So another question I don't really want to answer, but 

it's still a rhetorical question: if the debtors' term sheet 

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that was filed yesterday is so good and solves so many 

problems, why don't we just move on with it and -- because who 

in the world would ever vote in favor of a plan that maybe is 

less acceptable? Again, today is not to decide how people will 

vote; it is only that one question: will it move the ball 

forward?

I haven't taken time, and I don't expect counsel 

making the arguments today, to weigh in, in any detail, on the 

position stated yesterday by the official creditors' committee

on the same subject about its protocol for a competing plan. 

That, to me, is for the next day. And when I say "the next 

day", I made it clear to everyone in this case that my 

expectation at least will be, following the hearings tomorrow, 

I will try to make a ruling on all three of the interrelated 

questions: exclusivity, estimation, and relief from stay. 

Whether it happens at the end of the hearing or the next day or 

early in the few days after that remains to be seen.

So with that, I will just end my opening comments. I 

will -- unless there're any announcements or surprise 

developments that I need to hear about, I will follow our 

agenda as I promised and we will deal with the ad hoc committee 

of senior unsecured noteholders and their motion to terminate 

the stay, consistent with the time limits that I gave you all.

So unless there's a change, I'll ask for counsel to 

take over on that. 

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Good morning.

MR. QURESHI: Good morning, Your Honor. For the 

record, Abid Qureshi, Akin Gump Strauss Hauer & Feld, on behalf 

of the ad hoc committee of senior unsecured noteholders. 

Your Honor, just to address time allocation upfront;

what I propose to do is to cede five minutes of both the 

opening time and five minutes of the rebuttal time, to the 

official committee. 

THE COURT: Okay.

MR. QURESHI: And I also anticipate, in the upfront 

thirty minutes, to cede just a couple of minutes for each of 

the IBEW, TURN, and the indenture trustee, BOKF. And they 

will --

THE COURT: Great. 

MR. QURESHI: -- all be very brief.

THE COURT: Okay, Mr. Qureshi. Thank you.

MR. QURESHI: Thank you, Your Honor. So, Your Honor, 

after the three-week hiatus since we were last before you, we 

obviously welcome the opportunity to be back. And we're back, 

Your Honor, with one very welcome development that didn't exist 

three weeks ago, and that is the protocol. And I'm not going 

to get into the detail. As Your Honor pointed out, those are 

not up for approval today. But their presence, I think, is 

very important. And it's important, Your Honor, because those 

protocols -- there are two: one filed by the ad hoc committee 

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last week in advance of the status conference --

THE COURT: Right. 

MR. QURESHI: -- and the one filed by the official 

committee. We think that those protocols take off the table 

the idea that chaos should be a reason not to grant our motion. 

Simply put, Your Honor --

THE COURT: That's good; I'm going to hear that. 

MR. QURESHI: -- a competitive process will not be a 

chaotic one. And again, the official committee is going to 

work with parties to try to achieve consensus around their 

protocol. But there is a rules-based path to proceed down, 

Your Honor, and I think that's very important.

So just a little bit of background in light of the 

nature of the objections, as to who the members of the ad hoc 

committee are, because I do think that's important in context. 

And let me say at the outset, Your Honor, that our proposal is 

very much developed with an eye to what this case is really all 

about, which is the wildfire victims. And 18.4 billion dollars 

is being committed at this stage to those victims, for a fair 

and fast resolution of their claim. And that's what ultimately 

this proposal is all about.

Your Honor, the ad hoc committee consists of twentyfive unaffiliated institutions that collectively hold in excess 

of ten billion dollars of unsecured PG&E debt. Its members 

include investment companies, banks, mutual funds, and an 

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insurance company. They manage money on behalf of pension 

plans, labor unions, and college endowments, among many other 

categories. 

Your Honor, those funds have a significant presence in 

California. They employ thousands of people here. They have 

tens of billions of dollars invested in California businesses 

and in municipalities. And indeed, Your Honor, many of the 

members of the ad hoc committee have been long-term investors 

in California utilities and of course in PG&E as well.

So why did we file our motion to terminate? Your 

Honor, there are three events that I think served as the 

impetus for that and, in no particular order of priority, the 

first, Your Honor, is a very clear and repeated statement from 

both the Governor's Office and the CPUC that they welcome a 

competitive process for a resolution of these cases. 

Your Honor, the governor in particular has noted that 

competition between the bondholders and the equity holders is 

good. He characterized a process with alternatives as healthy, 

compared to one in which one side of the equation dominates. 

And, Your Honor, we agree wholeheartedly with the governor's 

sentiment. At last Friday's status conference, Your Honor 

heard Mr. Kornberg, on behalf of the CPUC, similarly and 

unequivocally support a competitive process. And I will talk 

about how terminating the exclusivity helps with that process 

and --

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THE COURT: Don't you think there's one risk, though, 

and that is that we end up with a skirmish going on between 

equity factions? In other words, if we -- if your proposal or 

the debtors' proposal is generally acceptable to the fire 

victims, leave aside just for the moment the subrogation 

group -- I don't mean to discount them, but -- and that we're 

stuck because there's a confirmation battle over cramdown and 

equity? Then we're fighting for something that is the wrong 

priority. 

MR. QURESHI: Well --

THE COURT: And that does open up -- that is more 

likely, it seems to me, than less likely if we have a competing 

plan. 

MR. QURESHI: So --

THE COURT: Tell me if I'm wrong. 

MR. QURESHI: I think, respectfully, that the Court is 

wrong, and let --

THE COURT: Okay.

MR. QURESHI: -- let me explain why.

THE COURT: Okay.

MR. QURESHI: So, Your Honor, the principal risk with 

what the debtors have proposed is -- their process involves the 

debtors, at the behest of their equity holders, pursuing their 

path to the exclusion of everybody else. Their time line, a 

September 9th plan filing --

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THE COURT: Right.

MR. QURESHI: -- followed by a bunch of interim dates 

leading to a March --

THE COURT: Well, a number of those events after 

September 9th are sort of -- somewhat under my control, 

somewhat, under the rules and the law. 

MR. QURESHI: Fair --

THE COURT: Again --

MR. QURESHI: Fair, Your Honor --

THE COURT: -- control some of that. 

MR. QURESHI: -- but it's the end date that I'm 

focused on --

THE COURT: Um-hum. 

MR. QURESHI: -- which is a March confirmation here. 

THE COURT: Right. 

MR. QURESHI: What we know definitively from that 

schedule is it leaves no possibility of another plan being 

proposed should that plan fail, in advance of the June 30th 

statutory deadline. 

THE COURT: I understand your point. I -- when I --

my comment to you on that question didn't mean fail in March; 

it meant fail on September 10th or 11th or 12th if Mr. Karotkin 

stands up and says, you know what, we don't have something to 

file. 

MR. QURESHI: Oh, so --

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THE COURT: Then --

MR. QURESHI: -- the question is --

THE COURT: Then we've lost August 13th to September 

blank. 

MR. QURESHI: Correct. 

THE COURT: Right? 

MR. QURESHI: And, Your Honor, I don't think this is a 

situation where we can afford, in the time line that we are 

living with, with the statutory deadline that has been imposed 

upon these cases, to lose any more time. We have lost three 

weeks already, with efforts to achieve a protocol. 

Unfortunately, and for a variety of reasons, those efforts 

failed. But, Your Honor, if one looks at the schedules laid 

out by the official committee or by the ad hoc committee, and 

our proposed protocols, the path to a confirmation is tight; 

it's very tight.

THE COURT: Correct.

MR. QURESHI: Your Honor heard from Mr. Kornberg. The 

CPUC needs to engage in its process as well. 

And so there really is no time to waste here, Your 

Honor. And to take three weeks to see if the debtors can get 

there -- Your Honor, we have no way of knowing, if they get to 

the financing commitments that they claim they will be able to 

get to by September the 9th, how rock solid or not --

THE COURT: No, I understand. 

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MR. QURESHI: -- those financing commitments will be, 

how committed they are. The financing commitments they have 

today, for example, have a diligence out, a diligence out from 

a group of equity holders, some of whom are restricted and have 

had access to nonpublic information for months. 

And so we don't think, Your Honor, that it makes sense 

to take that risk. And perhaps more to the point, Your Honor, 

there is no harm to the process by allowing the ad-hoccommittee plan to go forward and the debtor plan to go forward. 

There is of course nothing about our proposal that precludes 

the debtors --

THE COURT: No, --

MR. QURESHI: -- with their equity holders --

THE COURT: -- of course not. 

MR. QURESHI: -- from going forward --

THE COURT: But --

MR. QURESHI: -- on whatever path they want. 

THE COURT: And the law does it to. I mean --

MR. QURESHI: Right.

THE COURT: -- you're not closing the door to the 

debtor.

MR. QURESHI: That is absolutely right. 

So, Your Honor, a principal criteria in the case law 

for whether a court should terminate exclusivity is, of course, 

whether terminating it will lead to progress in the case. Now, 

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the debtors say, well, we've made meaningful progress. And no 

doubt, Mr. Karotkin is going to get up and he's going to say, 

well, if we didn't have meaningful progress yesterday, we 

certainly do today, because look at what we filed.

THE COURT: I have a long list of questions to ask him 

about that, but he cut me off with what he filed yesterday. 

MR. QURESHI: So, Your Honor, I don't think that 

anything about yesterday's filing presents a reason to deny our 

motion. To the contrary, Your Honor, I think the filing of the 

debtors' proposal yesterday demonstrates precisely why a 

competitive process is the right one for these cases. I mean, 

Your Honor, let's look at what has occurred since we filed our 

motion to terminate. All of a sudden there's been all sorts of 

activities. It has been a galvanizing factor in these cases. 

It has brought people finally to the table. And that's a good 

thing. 

And so I don't think at this point, Your Honor, it is, 

frankly, credible to say that, because they have cobbled 

together a proposal that is a long way from being done, that 

that should serve to stifle the process that is already 

underway. 

And, Your Honor, I think there's another important 

point, and that is that what the debtors are ultimately saying 

is, let us be the stewards of this process, let us run it. 

And, Your Honor, I just don't think they've earned the right to 

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do that here, and let me explain why. 

We, the ad hoc committee, have never had a substantive 

discussion with the debtors about our plan proposal. It is 

rather remarkable that a group of very well-respected and huge 

funds with access to massive sources of capital, ready, 

willing, and able to contribute north of thirty billion dollars 

to PG&E -- and the debtors are not engaging with us, Your 

Honor, even after we filed our motion to terminate, which has 

been on the docket now for many weeks. Still nothing. 

THE COURT: Well, this is kind of a dumb question, but 

why do you need to engage in someone if you're going to leave 

them unimpaired under a plan? In other words --

MR. QURESHI: Well --

THE COURT: I understand, and obviously there're lots 

of answers. 

MR. QURESHI: Sure.

THE COURT: But if you're in the debtors' position and 

you have a very, very active and well-represented victims 

committee and a subrogation committee, those are the only --

effectively, the only impaired classes under -- even under your 

plan --

MR. QURESHI: Well --

THE COURT: -- given everybody else's criticism of it.

So, I mean, it's not as though -- maybe they could 

call you up and say, we're going to get back to you later. But 

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there's nothing to negotiate if they leave you unimpaired, 

right? 

MR. QURESHI: Well, but, Your Honor, I don't think 

that's quite right. And again, let --

THE COURT: Okay.

MR. QURESHI: -- let me explain. So, to --

THE COURT: I said it was an oversimplification. 

MR. QURESHI: -- to the extent that the debtors are 

saying, and I believe they are, we should sit down and shut up 

because they are going to reinstate us and we therefore have 

nothing to worry about, that's absolutely wrong, for --

THE COURT: Okay.

MR. QURESHI: -- for any number of reasons; first of 

all, if we are under a debtor plan to be reinstated, then we 

obviously have a very critical stake in the long-term health of 

PG&E on its way out of bankruptcy, because we will bear the 

risk attendant with holding those notes.

THE COURT: Um-hum.

MR. QURESHI: In addition to that, Your Honor, there 

is a tremendous amount of risk between where we are today and 

hitting that June 30th deadline that is so critical for these 

estates. There is risk attendant to the estimation process and 

where the wildfire claims ultimately come out. What if, for 

example, Your Honor, at the conclusion of the estimation 

process the claims come out at a level significantly north of 

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where the debtors' investment parties, their commitment 

parties --

THE COURT: But that --

MR. QURESHI: -- are willing to fund?

THE COURT: But that's true with your plan too.

MR. QURESHI: Absolutely. But that is why it doesn't

make sense, Your Honor, to put all of the proverbial eggs in 

one basket. That is precisely why. This is a company that 

needs alternatives, and it needs alternatives because of the 

many uncertainties that exist. What if there's a post-petition 

wildfire, among any number of things that might happen, Your 

Honor? 

So that type of uncertainty, I think, means that, even 

in a world where we theoretically could be reinstated, we 

absolutely have a stake in the go-forward business. 

And even more to the point, Your Honor, there's only 

one way for PG&E to emerge successfully from these cases: It 

needs a massive investment of billions of dollars to get the 

fair and the fast recovery that this case is all about, to the 

wildfire victims. And as long as there is no certainly as to 

where those funds are going to come from, and there absolutely 

is no such certainty in the debtors' proposal, Your Honor, I 

think, frankly, it is a very significant mistake to say to a 

group of credible institutions who are willing to commit to 

north of thirty billion dollars, please go away, you're not 

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welcome. That's just not the path to move these cases forward. 

So, Your Honor, I think failing to terminate 

exclusivity -- it will be a significant setback. Again, the 

prospects for emerging by June 30th of 2020 and for these 

debtors to be able to participate in the fund set up to deal 

with the future wildfires under AB 1054 is absolutely critical.

Your Honor, the case law under 1121 is deliberately 

brought. Congress has vested this Court with maximum 

flexibility to align the length of the debtors' exclusive 

period with the particular needs of the reorganization. Your 

Honor's been pointed to a lot of case law, and --

THE COURT: Sure have. 

MR. QURESHI: Yeah. And, Your Honor, the Fifth 

Circuit Court of Appeals, in the Inwood decision -- it's one of 

the cases that we cite -- they observe that the fundamental 

purpose of Section 1121 of the Code is to, quote, "limit the 

delay that makes creditors the hostages of Chapter 11 debtors". 

Now, Your Honor no doubt will hear from Mr. Karotkin 

about the laundry list of factors that many bankruptcy courts 

discuss in considering whether to terminate exclusivity and how 

in his view the debtors can check the box on a variety of those 

factors. But, Your Honor, there emerges from those factors one 

common string, right, and one primary consideration, and that 

primary consideration is whether termination of exclusivity 

will move the case forward. And there is no doubt that it 

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will. The mere filing of the motion, as I said earlier, 

already has; it's already had that effect.

So, terminating now, I think, just continues the 

positive path that these cases are on. And, Your Honor, I 

won't get into, at this stage, the details of what the 

debtor --

THE COURT: Okay.

MR. QURESHI: -- filed last night. I --

THE COURT: Good. I don't want you to.

MR. QURESHI: I think I've --

THE COURT: It's the same -- you'd make the same 

argument if they hadn't filed anything. I mean, to me it's the 

same question. 

MR. QURESHI: Yeah.

THE COURT: That's what I -- point I made. 

MR. QURESHI: I think I've said enough on that.

THE COURT: Yeah.

MR. QURESHI: So, being mindful of the time, let me 

just hit a couple of the key points of our proposal.

THE COURT: Um-hum. 

MR. QURESHI: And then I'll be happy, of course, to 

take any further questions from the Court before I cede the 

podium. 

Again, Your Honor, the centerpiece is a trust fund of 

up to 18.4 billion dollars to timely and fairly provide a cash 

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recovery to all wildfire victims. That is what these cases are 

about. That is the primary impetus and the primary feature of 

the plan term sheet and the commitment that we have proposed:

cash, Your Honor, to enable reorganized PG&E to contribute 

approximately five billion dollars to the wildfire fund that is 

contemplated by AB 1054; payment in full of all general 

unsecured claims; keeping in place the pension funds to 

protected PG&E employees and their pensioners, going forward --

THE COURT: So the TCC, which opposed your filing but 

didn't offer an alternative, says, well, this is a -- or you're 

getting a bargain-basement deal, you're getting too nice a 

deal, you're getting more than you'd even be entitled to. What 

do I do about that? 

MR. QURESHI: So --

THE COURT: In other words, I realize that if you 

get -- if I grant the motion, that it's time to negotiate. But 

securitizing an unsecured debt, increasing a premium, getting a 

discount on the rights offering and the equity, all the more 

specific things that have been raised by various parties, what 

do I do about that?

MR. QURESHI: So the first thing, Your Honor, is let 

there be competition, because one thing is clear: whatever the 

parties are proposing today to deal with all of those things, 

it will only get better if the parties are able to compete. We 

believe, Your Honor, that a cap of up to 18.4 billion dollars 

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is appropriate for the wildfire victims --

THE COURT: No, I wasn't --

MR. QURESHI: -- but --

MR. QURESHI: -- questioning on that. I was 

questioning on the dilution of the existing (ph.) equity,

the -- well, the secured -- I mean, rolling the unsecured ten 

billion to part of the secured, and upping the interest rate. 

Those are the kinds of -- call it nitpicks, but they're still 

big-ticket items of part of your proposal. 

MR. QURESHI: They are big-ticket --

THE COURT: And I grant you that, around the table, 

people bargain for tradeoffs. 

MR. QURESHI: Those are, Your Honor, confirmation 

issues, for one. I don't think any of those items -- whether 

the reduction in interest rate that yields a savings to the 

company of 200 million dollars is enough, I don't think those 

amount to the type of gating items that should influence 

whether this Court decides to allow our plan to go forward. 

Those are confirmation issues. And to be clear, the debtors 

have addressed others --

THE COURT: Of course.

MR. QURESHI: -- have raised others, and --

THE COURT: No, I'm well aware of that. 

MR. QURESHI: And we have addressed them in our reply. 

But again, I don't think any of those items are a gating issue. 

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Your Honor raised the securitization point, though, and that, I 

think, does bear mentioning, because although the debtors' 

filing of last night changes tack and says, well, 

securitization is no longer a pre-condition of our funding 

commitments, but we'd still like to have it. And that requires 

new legislation and that, again, puts the debtors, I think, in 

a very perilous position, Your Honor, when it comes to the 

deadline.

THE COURT: Well, your proposal doesn't require 

legislation, right? 

MR. QURESHI: No. 

THE COURT: No.

MR. QURESHI: No. Our proposal has everything that we 

need, Your Honor. So we don't require any further legislation. 

So --

THE COURT: Why don't I -- unless you have another 

point to make, let -- I don't -- I'd rather that we stick with 

the agreed time.

MR. QURESHI: Yeah. 

THE COURT: You have -- you'll have plenty of time to 

respond.

MR. QURESHI: Thank you, Your Honor.

THE COURT: Okay, so you've said that the official 

committee's going to --

THE COURT: Yes.

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THE COURT: -- OCC's going to be heard. 

So the OCC had a great quote for me to quote; it says, 

"There's wood to chop." So did some of the wood get chopped? 

It's your phrase, not mine. 

MR. DUNNE: I think that what you've seen, Your Honor, 

since the motion has been filed is we're chopping wood. And 

we're trying to --

THE COURT: I'm sorry. I know your name, but you need 

to state --

MR. DUNNE: Yeah. Sorry. For the record, it's Dennis 

Dunne from --

THE COURT: Mr. Dunne.

MR. DUNNE: -- Milbank LLP, on behalf of the official 

committee of unsecured creditors. 

THE COURT: Okay.

MR. DUNNE: Your Honor, I will come back to that, 

because I think that the wood-to-chop comment is we've made 

progress as the motion's been filed, there's more to do, and I 

think we see the benefit of competition, from what has happened 

since the filing of the motion.

You've heard over the last couple of hearings, Your 

Honor, many of the parties have spoken on this topic and have 

fervently stated they wanted to see competition. We say let 

the best plan win. We also had an attempt to fashion a 

competitive process within the confines of exclusivity. But as 

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Your Honor heard on Friday, that attempt failed. But the need 

for competition remains.

The governor, on Friday, told the Court and everybody 

else they support competition and transparency. They 

encouraged and commended our efforts to draft a protocol, Your 

Honor, to imply only in the context of exclusivity being 

terminated, which is why we don't really have to talk about the 

specifics of the protocol today. But we drafted that and filed 

it. 

But the legislative Sword of Damocles is still hanging 

over our heads.

THE COURT: Sure.

MR. DUNNE: But now that I've said that, I guess, 

unlike the ancient myth, though, we know exactly when that 

sword is going to fall; it's June 30th of next year. And the 

June 30th deadline is now three weeks earlier -- or closer to 

us than it was when we were here on July 24th. So we think 

it's urgent that Your Honor rule on the motion and terminate 

exclusivity to proceed with multiple plans.

I want to address the comment Your Honor had to Mr. 

Qureshi about what about -- let's see if peace can break out 

between now and September 10th or 11th and would three weeks 

really hurt. Let me have three or four comments, or reaction,

to that; one is that the motion has been pending for seven

weeks now, since June 25th. We don't have a plan filed yet by 

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the debtors. What they filed last night didn't have a fully 

committed finance, and there's no deal with the tort claimants. 

And --

THE COURT: No, but it kind of resembles the oldfashioned term sheet that --

MR. DUNNE: Oh, I --

THE COURT: -- originally 

MR. DUNNE: There's no doubt that --

THE COURT: -- that I originally thought of years ago,

not one that was a twenty-five-page detailed term sheet. 

But --

MR. DUNNE: Exactly. 

THE COURT: Yeah. 

MR. DUNNE: We have no doubt -- by the way, just for 

the record, this is exactly what we want to have happen. We 

wished it happened earlier. We wish a --

THE COURT: Right. 

MR. DUNNE: -- plan had been filed. We wish we 

weren't standing here not knowing exactly what all the 

provisions of that plan might look like.

THE COURT: Right. 

MR. DUNNE: And to another point Your Honor made; it 

may be that soon the official committee is agnostic as to a 

number of these plans, because the treatment of our 

constituents is the same across those plans.

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THE COURT: Right. 

MR. DUNNE: That is possible as well. 

THE COURT: Right.

MR. DUNNE: In our view, though, I think there's only 

a negligible chance that you can get to a deal with the tort 

claimants in three weeks. Speaking of wood to chop, there's a 

massive woodpile with respect to estimation and settlement of 

the tort claims. Your Honor's --

THE COURT: Well, to some extent --

MR. DUNNE: -- going to hear a whole bunch --

THE COURT: Something -- we can't solve everything, 

but tomorrow's discussions and my decision should do something 

to move that ball. I can't promise anything more than a 

decision, but having a decision's better than not having one. 

So hopefully something will come from it. Right? 

MR. DUNNE: My point here, Your Honor, is I think --

THE COURT: Yeah.

MR. DUNNE: -- that to wait three weeks in the hope 

that peace will break out across all the major constituencies

is highly unlikely and not a reason to defer a ruling tomorrow.

THE COURT: Okay. 

MR. DUNNE: The other thing -- and this is a point 

that I just want to kind of drill down on -- that we're 

concerned about one plan going forward and not multiple plans 

is the pressure it may put on Your Honor. Let's assume that 

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one plan goes forward and it sets a proposed amount for the 

tort claimants. And let's assume it sets it at the low end of 

the range of what might be the outcome --

THE COURT: Um-hum.

MR. DUNNE: -- and we burn through months and months 

of going through the estimation work and we're here at 

confirmation and Your Honor's faced with do I land at a low 

number or do I deny confirmation and, if I deny confirmation, 

there's not enough time to get another plan done by June 30th. 

THE COURT: Well --

MR. DUNNE: That --

THE COURT: -- that could happen.

MR. DUNNE: That -- but that is why --

THE COURT: But that could -- but that could happen --

MR. DUNNE: -- exclusivity should be terminated. 

THE COURT: But that could happen even with a 

competing plan. 

MR. DUNNE: No, if there's completing plans, what 

you're going to have --

THE COURT: What?

MR. DUNNE: -- is you're going to have different 

numbers on those, in terms of the tort -- and you're going to 

have more committed financing in your courtroom, on different 

plans, that is -- I'm proposing is much better to have 

everybody in the room committed to writing billions of dollars 

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of checks when we're figuring out where you land on that 

number, Your Honor, and what we might have to put together at 

the last minute. We cannot do this seriatum. 

And I only say that -- this is, like, the first time 

in my career I've said that in a case, and it's only because of 

the June 30th deadline. Otherwise, we could have run this out 

and let's see if the debtors' plan succeeds or fails, and we 

could add an extra nine months onto the case at the end. We 

just don't have --

THE COURT: Well, but don't you agree, if we get to a 

date in the future -- I'm not going to suggest what the date 

is. But if there are at least more than one plan, if there's a 

debtor plan and senior bondholders, ad hoc committee, some 

other group, they still have to get the basic elements out of 

the day. And if it's unconfirmable for other reasons, they're 

out of luck. And if it all comes down to funding because the 

Tubbs Fire ruling went the wrong way or the estimation took the 

high road and then there's -- then you -- either way, you have 

maybe a nonconfirmable plan, unless there's a major change to a 

position by the money sources. Right? 

MR. DUNNE: Correct. 

THE COURT: Okay.

MR. DUNNE: And -- I agree with Your Honor. And it 

goes back to what you said, I think, a couple years ago, Your 

Honor, about there was so much detail in the ad hoc bondholder 

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plan that it allowed people to take shots at it, where, in my 

experience, I haven't seen the plan term sheet be the one 

that's actually containing all the elements of the confirmed 

plan. 

THE COURT: No, I --

MR. DUNNE: There's usually multiple --

THE COURT: Nor I. 

MR. DUNNE: -- amended plans. They're going to have 

to deal with a number of the issues Your Honor raised and the 

other parties have raised.

THE COURT: Right.

MR. DUNNE: But that's part of the process. Let --

THE COURT: No --

MR. DUNNE: Let's have -- let's keep all of that alive 

and let's see who can prevail at the end of the day. 

THE COURT: Okay. 

MR. DUNNE: Your Honor, you're -- and I know I only 

have a minute left, but you're going to hear, I suspect, from 

other parties that we somehow are irrelevant because we're 

going to get paid in full under the plan. Two points on that; 

maybe three. (a) It's not -- till we see all the plans, it's 

not clear what people mean by "payment in full". And that's 

why I'd like to see the detail. There's been a lot of 

voiceovers and a lot of bullets on what that is. And it may 

be, as I said, that I'm in front of you in four weeks saying 

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either plan's fine for my particular constituency. But then 

what am I focused on? Then I care greatly about feasibility 

and execution risk.

THE COURT: Yeah, and by the way, there's one person 

in this room that does not think the OCC is irrelevant. I 

think you play -- you and your clients play an important role, 

even if every single variation of the plan leaves you 

unimpaired. You're not unimpaired until there's an effective 

plan and, until then, your role is critical, in my opinion. So 

stay in there. Chop some more wood. 

MR. DUNNE: Thank you, Judge. You actually just 

quoted from my script. That was very -- I appreciate that. 

But the point there is the path forward is fraught 

with peril if we doubt it. Right? There's so many things that 

could jeopardize an optimal outcome in these cases, that are 

not within the four corners of this courtroom. 

THE COURT: Absolutely. 

MR. DUNNE: There's additional fires, heaven forbid. 

Nobody wants that. There's macroeconomic shocks and liquidity 

drying up. There's legislative developments. So we're here

until the end --

THE COURT: All we're dealing with --

MR. DUNNE: -- and we hope --

THE COURT: -- is the bankruptcy issues. 

MR. DUNNE: Exactly. And that's why our protocol was 

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very much focused on those bankruptcy issues, Your Honor. And 

I've run out -- through my five minutes, so --

THE COURT: Okay. You can --

MR. DUNNE: -- let me cede the podium.

THE COURT: -- go ahead. And you know who you've 

authorized some time with. 

MR. DUNNE: Yeah.

THE COURT: So I'll just call the other counsel who 

are planning to join in the opening presentation. Just come up 

and use your time. State your name for the record. 

MR. KNAPP: Good morning, Your Honor. Brad Knapp for 

the International Brotherhood of Electrical Workers, Local 

Union 1245. I'm here from Locke Lord LLP. I'll keep this very 

short. 

Our joinder is driven primarily by the hard work of 

the governor and the legislator -- legislature in putting 

together a plan to support a feasible exit. And that's really 

our focus. We think that's best served by a competitive 

process from serious players, because parties with a long-term 

relationship with PG&E, like the IBEW -- that the strength of 

the exit is a critical, critical component we'll be focused on. 

So that's why we join the request to terminate exclusivity. 

THE COURT: Okay. Thank you, Mr. Knapp. 

Mr. Harris I know I see there. 

Mr. Harris, good morning. 

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MR. HARRIS: Thank you. Good morning, Your Honor. 

Robert Harris of Binder & Malter, appearing for TURN. And with 

me is Alisa Lacey --

MS. LACEY: Good morning, Your Honor. 

MR. HARRIS: -- outside counsel for the Public 

Advocates Office. 

Your Honor --

THE COURT: Are you dividing up a little piece? Is 

that the plan here --

MS. LACEY: Your Honor, I'll let --

THE COURT: -- a little time for each? 

MS. LACEY: -- I'll let TURN speak and --

THE COURT: Okay.

MS. LACEY: -- we'll simply join that.

THE COURT: Okay. Thank you.

MR. HARRIS: Your Honor, TURN joins in the motion of 

the senior noteholders, as you could see from our joinder. The 

time has come to engage in an open and competitive process. I 

agree --

THE COURT: But you've only supported this one. You 

haven't supported the subrogation plan. 

MR. HARRIS: That is correct, Your Honor.

THE COURT: Okay. 

MR. HARRIS: We have engaged seriously with the senior 

noteholders a couple of times, so we are in favor of opening 

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the process to them. We agree with the parties who've rejected 

the debtors' nonpublic and nontransparent exclusive process. 

We were gratefully included in that from the beginning. We're 

sorry to see it didn't go forward. But we think today is the 

time to terminate exclusivity.

With respect to TURN's mission, Your Honor, TURN has 

the capability to analyze not just one but two, or even more, 

reorganization plans and report to the Court and the CPUC on 

the impact on ratepayers, something that's essential for 

compliance with AB 1054. 

We are familiar with the capability of the CPUC's 

Public Advocates Office. We think that capability is 

supplemental to, if not exceeding, TURN's capability. We think 

that we can provide the Court with the desired result and that 

multiple plans will not --

THE COURT: Well, let me clarify that, that at least 

the debtors' proposal and, I think, the senior bondholders', 

but I've forgotten if they -- they both say they're rateneutral. So if they're rate-neutral, you have nothing to argue 

about, unless you don't believe them. And then if there is a 

rate impact, there's nothing much I can do, is there? 

MR. HARRIS: Well, Your Honor, there is a -- there's a 

factor where I think they're all saying they're rate-neutral in 

the end but they will -- there will be compensations. So 

somewhere down the line there's going to be --

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THE COURT: Well, sure. 

MR. HARRIS: -- a piece of this plan where the 

ratepayers are going to have to get paid. 

THE COURT: Well, I mean --

MR. HARRIS: That's why we think we are going to 

need --

THE COURT: It's called -- that's called --

MR. HARRIS: -- to comment. 

THE COURT: -- life. It's going to happen. 

MR. HARRIS: Yeah.

THE COURT: It always happens; right? But at least as 

far as the plan is concerned, even if any of these proponents 

settle by (sic) the rates are going up X dollars, they got to 

go to the CPUC. I have no authority, even if -- I have no 

ability to deal with that as a matter of law; right? 

MR. HARRIS: Well, it will be part of the 

implementation of the plan. It will be part of disclosure --

THE COURT: Well, yes, I understand. 

MR. HARRIS: -- Your Honor.

THE COURT: So if there -- if somebody's plan says the 

rates are going to go up by X cents per kilowatt, I believe the 

only thing the bankruptcy court could say is, let me know when 

the CPUC approves it. I can't approve it or disapprove it. I 

just have to get that -- to use the metaphor, I have to get 

that box checked somewhere else, not in the bankruptcy court. 

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Am I right?

MR. HARRIS: Well, Your Honor, to a point. We 

think ---

THE COURT: Okay.

MR. HARRIS: -- that you're going to have a point in 

the disclosure statement where you're going to have to let the 

creditors -- let the ratepayers know what the impact is on 

them. 

THE COURT: The ratepayers don't get a disclosure 

statement. They're not creditors. They don't -- you know the 

rules. 

MR. HARRIS: Yes, Your Honor.

THE COURT: They only -- the way I see it under the 

proposed plan, for both today's plans, leaving aside the 

criticism of the bondholders' proposal as being sort of 

jiggering the impairment, they're just two impaired classes. 

They're the two types of fire victims. Right? 

MR. HARRIS: That's --

THE COURT: So they're the only ones who are going to 

vote on this plan, as I see it. Right? 

MR. HARRIS: Leaving aside the possibility that claims 

will be filed for enforcement actions, which is something that 

could well pop up in this case and run into the billions of 

dollars, Your Honor, that's an issue for another day. 

THE COURT: Right. 

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MR. HARRIS: We believe that we are going to be 

obligated to report on the impact on ratepayers.

THE COURT: No, I understand. I'm not differing with 

you. I understand that's what TURN does; that's what the 

public advocates do. What I'm saying is that the term sheets 

of the two motions that are on today and the outline that Mr. 

Karotkin and the debtors filed yesterday, I believe, all recite 

that they're rate-neutral.

MR. HARRIS: Yes.

THE COURT: And that means to me -- well, it means to 

me that that they can take that up with the CPUC or not, but at 

least the term sheets for the two plans today have only 

impaired classes are fire victims or subrogation fire 

claimants. There's no other impaired class. So they are the 

voters.

MR. HARRIS: That's correct, Your Honor. 

THE COURT: And what do you vote on about a rate if 

there's a recital that there's no change on the rate. You can 

vote however you want if you don't believe what you're 

promised, but that to me is different. So anyway, we'll cross 

that bridge when we come to it. 

MR. HARRIS: Very good, Your Honor. 

THE COURT: Okay, thank you both for coming. 

MR. HARRIS: Thank you, Your Honor.

THE COURT: All right, are we out of time? Is anyone 

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left expecting to be heard in support of the motion to 

terminate exclusivity?

Good morning.

MS. BROWNSTEIN: Good morning, Your Honor, Beth 

Brownstein from Arent Fox on behalf of BOKF as indenture 

trustee for the senior notes in the principal amount of 

approximately 17.5 billion dollars. I will be brief, Your 

Honor. 

The motion to terminate comes at a critical juncture 

in these cases. We all recognize time is of the essence, and

the plan process cannot be delayed any further. The ad hoc 

noteholder committee's credible plan proposal, which is based 

on a structure that fits within the recently passed 

legislation, is a significant and productive step forward in 

the plan process and the debtor's timely emergence from 

bankruptcy. 

We are already feeling the positive impacts of the 

motion since it was filed seven weeks ago. The recent movement 

demonstrates why under these unique circumstances competition 

is beneficial and more likely to yield results. Numerous 

parties, including the Governor's Office, the PUC, both 

official committees, the union and others have expressed 

support for a competitive process under the supervision of this 

Court. 

The one glaring message from the pleadings on file is 

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that despite ample time and opportunity to do so, the debtors 

have failed to drive consensus on process and substance. The 

parties lack confidence in the debtors. Unfortunately, the 

debtors have used silence or surprise, rather than dialogue, to 

communicate with their stakeholders. And their inability and 

unwillingness to meaningfully engage with their constituents on 

Chapter 11 constructs is concerning. This strategy is 

unsustainable and detrimental, given the time lines imposed by 

the legislature. 

With this Court as gatekeeper, terminating exclusivity 

now and allowing a competitive process to move forward will be 

helpful, not harmful to the estates. A competitor framework 

under which parties seek to both consensus with incentivize 

expedited negotiations, improve communications, and create much 

needed transparency. BOKF is hopeful it will also encourage 

the debtors to be more forthright and open in seeking input 

from their key stakeholders. 

It is time to move the process forward and the relief 

requested in the motion is timely, necessary, and warranted, 

and BOKF therefore respectfully requests Your Honor grant the 

motion.

THE COURT: All right, thank you, Ms. Brownstein.

MS. BROWNSTEIN: Thank you very much. 

THE COURT: All right, by my calculation, we're 

finished on time. Is there another lawyer who's expected to be 

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heard? 

MS. MASUD: I will be very brief, Your Honor.

THE COURT: All right. Let me -- please state your 

appearance and I won't call the time, but I'll expect you to be

brief, please.

MS. MASUD: I will be very brief. Good morning, Your 

Honor. Laila Masud of Marshack Hays, on behalf of the SLF fire 

victims. As Your Honor put it, we are representing 5,200 of 

the fire victims --

THE COURT: Right.

MS. MASUD: -- across all of the fires, who are living 

with this nightmare of a situation, and I will keep it very 

brief.

We're just looking for a fast and efficient resolution 

of this entire process. And we would like -- there's nothing 

like a little bit of competition to make sure that this goes 

smoothly, and we believe that exclusivity should be terminated. 

It doesn't foreclose debtors from pursuing negotiations with 

their creditors. In fact, all it'll do is help to make sure 

that there's more dialogue across all parties, which, 

unfortunately at this moment, is a little bit stagnant.

And that is it. 

THE COURT: Okay, thank you very much for your 

comments.

MS. MASUD: Thank you.

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THE COURT: All right. By my -- by the rules that I 

laid down that are being enforced somewhat lightly and loosely, 

Mr. Karotkin, have you worked with other counsel as to how 

you're going to divide up your forty-five minutes?

MR. KAROTKIN: Yes, we have. 

THE COURT: Good morning.

MR. KAROTKIN: Good morning, Your Honor. Stephen 

Karotkin, Weil, Gotshal & Manges for the debtors. I know that 

Mr. Bennett would like to enter fifteen minutes, and Ms. Caton 

would like a couple of minutes.

THE COURT: How about the TCC? Is anyone from the TCC 

going to --

MR. KAROTKIN: Yes, oh, sorry. Ms. Dumas said she 

would like ten minutes. So --

THE COURT: Okay.

MR. KAROTKIN: -- I guess I have to go quickly. 

THE COURT: So how many have you reserved for 

yourself?

MR. KAROTKIN: An hour?

THE COURT: No, you've only -- you're down to fortyfour minutes now. 

MR. KAROTKIN: Okay. 

Let me address a couple of items upfront that Mr. 

Qureshi raised and some questions you had asked him. 

First of all, with respect to the last case, the 

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Governor and the CPUC, when you modified this -- the exclusive 

period for the CPUC, quite different from where we are today, 

Your Honor. The CPUC is not an economic party-in-interest, was 

not a creditor in those cases, not really a creditor, was not 

looking to improve its position, was not looking to buy the 

company. 

Much different from where we are today, where we have 

two plan proposals that essentially seek, as Your Honor noted, 

to buy the equity of the reorganized debtors at a discount. 

Clearly, not the case with respect to the last time you 

modified exclusivity. 

I'd like to also point out, Your Honor, as to the 

issue of prejudice, which you raised at the outset, with 

respect to if we file a plan on September 9th what -- how have 

other parties been prejudiced, and I will submit to Your Honor, 

there is no prejudice if you -- I don't want to get into the 

proposed --

THE COURT: If you're successful.

MR. KAROTKIN: Well, let me address that, Your Honor. 

THE COURT: Okay.

MR. KAROTKIN: If you look at the proposed protocols 

submitted by both the unsecured creditors committee, and I 

believe by the ad hoc --

THE COURT: The ad hoc committee.

MR. KAROTKIN: -- the ad hoc committee of noteholders. 

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They don't propose filing plans, actually filing plans until 

sometime in November or December. So what we're talking about, 

Your Honor, is give us three weeks. It's about three weeks to 

file a plan. We've set forth in three different pleadings what 

that plan is going to provide. We made it abundantly clear 

that Mr. Dunne's clients will be unimpaired, including by the 

way, all of the ad hoc noteholders. 

Under that plan, Your Honor, by reason of the statute 

that was enacted last month, the holders of wildfire claims 

have to be satisfied in accordance with that statute, and of 

course, of plan has to provide for that, as it will. I 

think --

THE COURT: Can you -- I mean, what does 1054 do that 

the Bankruptcy Code doesn't do for a dissenting class? In 

other words, I haven't studied the bill, because I've been 

studying an awful lot of bankruptcy things. So can you 

crystalize what are the bankruptcy rules that the state has 

imposed upon, that are --

MR. KAROTKIN: I think, Your Honor, what this statute 

does is it requires either that those claims be paid in 

accordance with a settlement agreement.

THE COURT: What -- okay. 

MR. KAROTKIN: That's one option.

THE COURT: That's easy.

MR. KAROTKIN: Be paid in full or be paid in 

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accordance with whatever you were to estimate as the total 

liability. So essentially --

THE COURT: Okay.

MR. KAROTKIN: -- they have to be satisfied in full.

THE COURT: Well, but that -- okay, then what you're 

telling me then is that leaving aside which to -- well, 

obviously, that's been the whole discussion, and all the other 

variations, if there is a binding determination of X dollars as 

the estimated amount, then maybe 1054 says you got to pay them 

that amount.

MR. KAROTKIN: The plan must provide --

THE COURT: Okay.

MR. KAROTKIN: -- that that amount must be made 

available to the fire claimants. 

THE COURT: Okay. 

MR. KAROTKIN: So --

THE COURT: That's what I thought. But I didn't know 

for sure.

MR. KAROTKIN: Yes, you're absolutely correct about 

that. 

Now, it was very interesting to me, Your Honor, when 

you asked Mr. Qureshi about some of the infirmities in their 

plan that were raised by a number of parties in their

objections, and what was his answer? Not a substantive answer 

to try to address the infirmities. What he said is, those are 

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all confirmation issues, Your Honor; let's defer those to 

confirmation. That doesn't make them go away. It doesn't make 

them -- that doesn't solve the problem. 

The fact of the matter is, as I believe Mr. Bennett 

will go into in much more detail, there are fundamental issues 

as to artificial impairment or good faith in the Ninth Circuit. 

There are fundamental issues with his claimants receiving --

again, his small group receiving more than a hundred cents on 

the dollar. He sort of glossed over, Your Honor, the issue of 

how that plan grants collateral security to those claims going 

forward. He didn't address that question; he shifted to 

another topic, meaning securitization, like the proposed 

wildfire legislation that the debtors had been seeking.

THE COURT: Well, but in fairness to him --

MR. KAROTKIN: But --

THE COURT: -- to me that is fairly a confirmation 

issue, and it doesn't mean, in my mind, that it means therefore 

I toss the plan, because today I determined that it could never 

be confirmed. 

MR. KAROTKIN: But, Your Honor --

THE COURT: It's not one of --

MR. KAROTKIN: -- it does. 

THE COURT: It's not --

MR. KAROTKIN: As a gatekeeper, have an obligation to 

make those determinations, that if a plan is not confirmable on 

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its face, this estate and these debtors should not suffer the 

costs involved in going forward --

THE COURT: Okay.

MR. KAROTKIN: -- with that type of plan. And that's 

what we're saying. And again, he didn't address those issues. 

His response, Your Honor, was, well, these replacement notes 

have a, I believe, a tenth of a point lower interest rate, 

which results in a 200-million-dollar savings --

THE COURT: No, that's right, and --

MR. KAROTKIN: By the way, Your Honor, 200 million 

dollars over ten years, which calculates to about ten cents a 

year per -- a year -- ten cents a year per ratepayer. Ten 

cents a year. That's the altruistic motives here of this group 

that is trying to acquire this company at a substantial 

discount, in moving forward with their plan.

And that's what we have here. We don't have an entity 

looking to get paid on its claims. What we have here is an 

entity, a group of creditors, that are trying to benefit 

economically at the expense of other economic stakeholders in 

these cases, and that's what they're asking you to do, Your 

Honor. 

And people say, and the woman who was up here before 

in the pleadings say, well, Your Honor, the debtors haven't 

made any progress in reaching a consensus. And the debtors 

therefore should -- exclusivity should be taken away from them. 

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Well, Your Honor, it's not surprising that the debtors have not 

yet resolved the claims with the wildfire claimants and with 

the subrogation claimants. These are difficult cases. There 

are -- you have seen the emotion in this courtroom about these 

claims. These are not easy claims to be resolved. 

But let's look at what they have done. What have the 

other plan proponents done? They haven't resolved those 

claims. They haven't resolved anything, other than they've 

resolved how to treat themselves under a plan in a way that 

significantly benefits them. 

So they criticize us for not reaching a consensus, but 

the only consensus in the plan submitted by the parties seeking 

to terminate exclusivity, is the consensus that the debtor's 

reached, Your Honor, with the public entities. There is 

nothing -- nothing -- in those plans that reflects a consensus 

with anybody else. 

THE COURT: Well, but that --

MR. KAROTKIN: And Your Honor --

THE COURT: -- but that's not a disqualifier. That's 

not a statutory predicate to being able to file a competing 

plan. 

MR. KAROTKIN: Not a disqualifying predicate --

THE COURT: And you're --

MR. KAROTKIN: -- but that is what they're using, Your 

Honor --

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THE COURT: Well, okay, but you're --

MR. KAROTKIN: -- to say, Your Honor, you should take 

exclusivity away from us.

THE COURT: No, I got it. I got it. 

MR. KAROTKIN: You should take it away from us --

THE COURT: But Mr. Karotkin --

MR. KAROTKIN: -- because we haven't made progress. 

THE COURT: Mr. Karotkin, how many times have I 

acknowledged these are tough cases for everybody and probably 

the toughest for the debtor and the debtor's counsel. But the 

list of things that you've accomplished, most of them are --

they go with the territory of being a debtor-in-possession, and 

they have nothing to do with plans. They have to do with all 

the things that you've been dealing with, other contracts, and 

first day motions, and compensations, and appointment of 

professionals. All important, but all your responsibility and 

no one else's, anyway. 

So I'll --

MR. KAROTKIN: I totally agree, Your Honor.

THE COURT: Okay. 

MR. KAROTKIN: And we have sequencing these -- we have 

sequenced these cases in a classic traditional way --

THE COURT: You have. I --

MR. KAROTKIN: -- to get to the point -- let me 

address that, Your Honor -- to get to the point where the plan 

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process should start, to get to that point. So yes, Your 

Honor, by the way, we did settle with the public entities. 

THE COURT: No one --

MR. KAROTKIN: And that was significant progress --

THE COURT: It is. 

MR. KAROTKIN: -- in the plan process. And let's not 

ignore that. And just a month ago, Your Honor, AB 1054 was 

passed, which is fundamental to the Chapter 11 plan process, in 

the formulation of any plan of reorganization, because that 

statute dictates how the claims -- as we just discussed -- how 

the wildfire claims have to be treated. And that legislation, 

Your Honor, dictated that if the debtors wanted to participate 

in the go-forward wildfire plan, that would be a 4.8-billiondollar contribution, again, setting the parameters for what a 

plan will have to address. 

And as this Court knows, and as everybody involved in 

these cases clearly knows, any Chapter 11 plan proposed in 

these cases is dependent on the determination of the debtor's 

wildfire liability. Any plan. And until that liability is 

determined for plan purposes, whether it's consensually or 

pursuant to an estimation hearing in the courthouse, no plan 

can realistically proceed to confirmation because no plan knows 

what that funding amount will be required under the statute. 

Again, we talked about that earlier. 

THE COURT: Right.

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MR. KAROTKIN: And to address that issue, as Your 

Honor knows, we filed the estimation motion, and we filed --

and there's a hearing tomorrow in connection with the 

modification of the stay in the Tubbs --

THE COURT: Right.

MR. KAROTKIN: -- in the Tubbs trials. All of which, 

as you said at the outset of this case, are inextricably tied 

to the plan process and to what we're talking about today. 

And let me remind you, Your Honor, of something you 

said back in May. I like to remind you sometimes of what you 

said in the transcripts. So you said --

THE COURT: And if I don't remember, you show it to me 

in written form. 

MR. KAROTKIN: And I'm going to show it to you, 

because I think it's very appropriate for why we're here today. 

And you said, it's in -- this is your words; I'm quoting 

directly -- "It's inconceivable to me, if tomorrow the Governor 

and the Legislature and the CPUC all solve all of these other 

problems. That even if Mr. Karotkin wakes up Friday 

morning" -- which is tomorrow morning -- "and all of these 

problems are solved, it's going to be a long time before he 

gets the plan into the file." And then again you said, "It's 

just so complicated."

And that's where we are today, Your Honor. That's 

exactly where we are today, and now we are deeply engaged in 

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the plan process, and we have set forth the parameters of the 

plan we're going to file, and we -- and next to our 

supplemental pleading, Your Honor, a time line to get that plan 

on file and to have it prosecuted. 

And we have been involved in ongoing dialogue with Mr. 

Bennett's clients with respect to plan funding. And as 

indicated in the pleading we filed yesterday, those funding 

commitments have been coming forward quite rapidly. I believe 

we are now well in excess of thirteen billion dollars. 

THE COURT: Oh, I had a question on that. There was a 

figure in a bracket, and I take it that's the number that just 

moves every day, right? So --

MR. KAROTKIN: That the number, yes --

THE COURT: So you're --

MR. KAROTKIN: -- yes, Your Honor. 

THE COURT: If that were filed now, there'd be a 13 

there instead of a 10.25?

MR. KAROTKIN: I have that exact number for you, Your 

Honor. 

THE COURT: Oh, that's okay.

MR. KAROTKIN: I think it's 13.2 billion. 

THE COURT: Okay.

MR. KAROTKIN: I wouldn't be surprised during the time 

I've been in the courthouse that that hasn't increased, and in 

fact --

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THE COURT: Should we get a meter? You want to have 

like one of these meters like a --

MR. KAROTKIN: We can put that over there if you'd 

like. 

THE COURT: -- like a charity drive? Okay.

MR. KAROTKIN: And I am quite confident, and I'm sure 

Mr. Bennett will address this further, that that will be well, 

well oversubscribed. And I think it's important to note, Your 

Honor, that as again, reflected in our pleading, there are 

multiple, multiple funding sources for a plan of reorganization 

here. The exact number when I first came into court, Your 

Honor, was 13.19 billion from 33 different investors, okay. 

THE COURT: Yeah, okay, well, I --

MR. KAROTKIN: And I will --

THE COURT: I understand how it works. 

MR. KAROTKIN: And I will point out, Your Honor, there 

is no question, again, as we have reflected in our pleadings, 

there are ample sources of capital here. Again, once it's been

determined, Your Honor, what the wildfire liability is in these 

cases, it has to be addressed under a plan. 

And I think it's important to note, and you alluded to 

this earlier, about how these commitments compare to the ad hoc 

senior noteholders' plan. The value of the equity of the 

reorganized debtors under those proposals is substantially in 

excess of that proposed by the ad hoc noteholders. The equity 

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commitments do not disadvantage one group of financial 

stakeholders for the benefit of the other group. 

And quite importantly -- and this is extremely 

important, Your Honor, and we did note it in our pleadings --

those equity commitments provide the debtors with the 

flexibility to access even more efficient sources of capital, 

and to return these debtors to a traditional position in the 

capital markets. They will have the flex --

THE COURT: But what happened? I mean, those 

commitments don't go away if there's a competing plan, do they? 

In other words, let's go back to what we're here today with my 

opening comments, because we can stipulate, everyone in the 

room understands those big items that have to get resolved in 

estimation will drive the outcome. 

But everything you've said about your proposal --

we'll call your September 9th outline -- it's still there on 

the table, even if there's another plan to compete with, right?

MR. KAROTKIN: I believe they do not go away.

THE COURT: Okay. Well, I hope so.

MR. KAROTKIN: I believe they do not go away, assuming 

we meet the conditions and the timetable set forth. 

THE COURT: Okay, so if we were -- if there were no 

motions to break exclusivity by the two moving parties, and we 

were just having this discussion about extending exclusivity, 

you'd make the kind of argument you're making. What I'm 

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getting at is, your outlining very, very significant movement. 

I don't disagree with that. You've told me -- you told me 

yesterday, and now you've told me today. 

But what happens and what harm other than the fact 

that you got to deal with it, of all these other counsel that 

made the argument, competition, the governor's statement, the 

CPUC's statement, TURN, and everybody else. How does that --

how is that impacted in a negative way -- how is your outline 

impacted in a negative way if there's another plan to compete 

with?

MR. KAROTKIN: Let me address this --

THE COURT: Sorry. Go ahead.

MR. KAROTKIN: -- because I know you've made your --

THE COURT: I couldn't ask the question very clearly. 

MR. KAROTKIN: You've made your feelings pretty clear 

over the course of these cases on you view exclusivity. You're 

pretty candid about that. 

THE COURT: Right.

MR. KAROTKIN: So let me try to address how I think 

that --

THE COURT: Okay.

MR. KAROTKIN: -- that that's not the right answer to 

terminate, and how it will prejudice other parties, and the 

prejudice actually achieving the June 30th date. 

Your Honor, what this case cries out for, and I think 

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you mentioned it earlier, is a consensual resolution to the 

wildfire liability. 

THE COURT: Okay.

MR. KAROTKIN: A chance to achieve a consensual plan, 

which the debtors, as the sole fiduciaries for all parties-ininterest here, Your Honor. We are fiduciaries for all economic 

stakeholders. We don't -- we're not looking to enhance the 

position of any particular creditor or shareholder. We're here 

to be the economic steward of these cases to get to the right 

answer. And to get to the right answer by June 30th of next 

year, so the debtors can take advantage of participating in the 

go-forward wildfire funds -- wildfire fund.

Competing plans, Your Honor, and particularly, the 

competing plans that you've seen today, which promote the 

parochial interests of one constituency to the detriment of 

others, will doom that effort to failure. There are two 

principle hallmarks of the plan, as I mentioned, the ad hoc 

plan. One is that there is no consensus with other -- any 

other group but themselves. And the other is the enhanced 

treatment of their claims and their attempt to acquire the 

equity of the reorganized company at a substantial discount. 

Your Honor, it's difficult enough to negotiate a 

consensual plan under normal circumstances. And typically, the 

debtor is the one that has the right and the opportunity to do 

that. Emboldening these parties by enabling them to proceed 

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with their plans will serve only to polarize the parties. They 

are trying to advance their own economic interests. 

Mr. Qureshi talks about the altruistic motives of the 

ad hoc bondholder group. Let's be realistic about that. They 

are not here as altruistic players. They are here to acquire 

the company at a discount, at a substantial discount, and to 

enhance their claims. That is abundantly clear in the plan 

that they filed. 

And where, Your Honor -- and I think you put your 

finger on it -- where as here, any plan filed is going to 

unimpair that group. And the issue before the Court is going 

to be a cramdown on equity. That's what you said earlier.

THE COURT: Well, am I wrong?

MR. KAROTKIN: No, you're right, and that's why the 

debtors should control the process, because as the honest 

broker. I think that -- and that's what the Code --

THE COURT: I didn't laugh. 

MR. KAROTKIN: And what's the Code contemplate that 

the debtors, again, as fiduciaries for all parties-in-interest, 

are the appropriate parties to achieve that goal.

Your Honor, all we're saying is give us till September 

9th. Again, they're protocols don't provide for filing of 

plans until November or December. Give us till September 

9th --

THE COURT: Well, it's hard -- I mean, I didn't study 

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the protocols, because I was studying a lot of other things, 

both for today and tomorrow, but it's hard for me to imagine 

that that's in concrete. I mean, I suspect if I said to either 

or both of the moving parties, I'll let you file a competing 

plan as long as you file the same -- by the deadline that the 

debtors tell me it's going to do that. My guess is these 

lawyers would figure out a way to file a plan by September 9th, 

if I told them to. You --

MR. KAROTKIN: No doubt.

THE COURT: So -- well, I think it's --

MR. KAROTKIN: But I'm saying, Your Honor --

THE COURT: But I think it's important that we not 

pretend that -- I mean, that sounds like kind of a false 

argument. All the other arguments you make are quite credible. 

This notion that, well, they won't a plan until November. 

That's easy to fix. 

MR. KAROTKIN: Your Honor --

THE COURT: And when -- and you know what? When Mr. 

Qureshi comes back up, he's going to tell me he'll have it 

filed on September 10th probably.

MR. KAROTKIN: I'm sure he will, Your Honor. I have 

no doubt that he will say that. 

THE COURT: Okay.

MR. KAROTKIN: But what I'm saying is, Your Honor, we 

will file our plan by September 9th.

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THE COURT: Yes. 

MR. KAROTKIN: If I don't meet that date, I will 

suffer the consequences --

THE COURT: Well --

MR. KAROTKIN: -- and my client will suffer the 

consequences. And you know as you said at the original 

exclusivity hearing, if the plan is no good, if what we file 

doesn't pass muster, anyone can come in and ask that 

exclusivity be terminated. And if they want that to be heard 

on an expedited basis, so be it. 

THE COURT: I did say that.

MR. KAROTKIN: Okay. And that is a remedy. No one 

will be prejudiced by three weeks. And I will just note for 

you one final comment, and again, I think, counsel indicated 

that both the CPUC and the Governor's Office support 

termination of exclusivity. I never heard that. They didn't 

say that. In fact, I don't think Mr. Kornberg, who's on the 

phone, could have been clearer -- could have been clearer last 

Friday when he said to Your Honor that competing plans will be 

a nightmare for the CPUC. 

THE COURT: Well, I think Mr. Kornberg was -- who's 

usually very clear, was a little equivocal about different 

positions at the time. And he doesn't have to defend himself; 

I'm not criticizing him. But I wasn't quite sure where the 

CPUC came out of the ultimate question, but that's okay. We 

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are where we are. All right. 

MR. KAROTKIN: And --

THE COURT: Do you want -- you don't get to reserve. 

So you said Mr. Bennett's going to speak and then Ms. --

MR. KAROTKIN: Yeah, I just want to make --

THE COURT: -- Dumas. Yes, go ahead.

MR. KAROTKIN: -- one final point.

THE COURT: Okay. 

MR. KAROTKIN: I think Mr. Qureshi eluded to the fact 

or suggested that the commitments that we've received from the 

equity holders are conditioned on legislation, conditioned on 

what's been known as equity --

THE COURT: Yeah, some --

MR. KAROTKIN: -- equity bonds. 

THE COURT: Equity bonds, that's what I --

MR. KAROTKIN: Categorically, that -- I don't know how 

many times we can say it --

THE COURT: You've said that's not true.

MR. KAROTKIN: Categorically, they are not. 

THE COURT: Well, I think you've said it in your paper 

yesterday.

MR. KAROTKIN: I did, but apparently that didn't 

resonate with Mr. Qureshi.

THE COURT: Well, I -- that's okay. I read it last 

night that that's what you said. 

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MR. KAROTKIN: Right.

THE COURT: So before Mr. Bennett speaks, so Mr. 

Bennet's going to speak and then Ms. Dumas, is that plan, or 

someone else?

MR. KAROTKIN: No.

THE COURT: Okay, well, I just wanted to make sure. 

MR. KAROTKIN: And then Ms. Dumas.

THE COURT: Okay, Mr. Bennett?

Good morning, nice to see you.

MR. BENNETT: Thank you, Your Honor.

THE COURT: And just state your name for our record, 

even though I know it. 

MR. BENNETT: Your Honor, Bruce Bennett of Jones Day 

on behalf of equity holders. So first of all, a couple of 

things that I want to respond to. 

If Your Honor's going to terminate exclusivity to 

allow competing plans, what we would need are good constructive 

alternatives. And so, I think, what I'm going to spend most of 

my time talking about is the -- is actually three -- only 

three -- not detail -- three significant chunks of the plan 

proposal by the bondholders and describe why each and every one 

of them is enough to disqualify the plan from further 

consideration. 

And the only other point I want to make before --

well, two more points before saying that. One is, is that 

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there's been a lot said about that somehow the filing of the 

bondholder plan had the effect of speeding up the case. 

Nothing could be further from the truth. If you recall, they 

sought termination of exclusivity before the legislation was 

passed. It is the legislation and the passage of the 

legislation that cleared the decks to begin serious discussions 

with the debtors concerning financing and plan terms. 

Your Honor, we would have gone faster. The debtors 

wanted to be a little bit deliberate. Instead of rushing into 

this court and seeking to terminate exclusively, we decided to 

work with them. 

One more point --

THE COURT: Well, wait a minute. Now I don't 

understand that. You wouldn't have moved to terminate 

exclusivity?

MR. BENNETT: We did not move -- we were working with 

the debtors at their pace.

THE COURT: You were working with the debtor, yeah, 

right. 

MR. BENNETT: We decided that was --

THE COURT: No, I understand that. 

MR. BENNETT: -- the best approach to proceed. 

THE COURT: Right, okay.

MR. BENNETT: I also want to say one other thing. 

There was a notice about how broad the kind of -- the voluntary 

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responses to copy commitments that were initiated by two of our 

clients that became the 13B group, the 33 you mentioned. I 

think it's worth noting that this morning, one of Mr. Qureshi's 

clients asked if it was okay if they would submit a commitment 

to the debtors backing our approach. So -- and it's actually 

broadly appealing, not narrowly appealing. And it was intended 

to be that way. It was designed to be that way. 

Okay, let's talk about their plan. Again, not 

details, key provisions. The first one I want to talk about is 

the provision that grants all unsecured creditors, of both 

debtors, post-petition interest at contract rates. These 

provisions, Your Honor, concede that the debtors are solvent, 

not by a little, by a lot. The cost of post-petition interest 

at contract rates just on the bonds is 1,492,000,000 dollars, 

if the plans go effective on June 30th, 2020. If it goes 

longer, it's even more. Not small numbers; a big number. 

Now because contract rates, at least as far as the 

bonds are concerned, are higher than the federal judgment rate, 

the bondholders' plan --

THE COURT: Everything is higher than the federal 

judgment rate, right?

MR. BENNETT: Yes, right now that's true.

THE COURT: Okay. 

MR. BENNETT: The bondholders' plan cannot be 

confirmed unless junior classes including equity votes to 

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accept the plan. Why do we know that? Because in the Ninth 

Circuit, unlike the Second, unlike the Third, where everyone 

fights over what's the right rate for post-petition interest --

THE COURT: We have a little case that tells us, 

right?

MR. BENNETT: You have a Ninth Circuit case that could 

not be closer to absolutely on point. And I'm of course 

referring to In re Cardelucci.

THE COURT: I believe Cardelucci came down during the 

first PG&E case --

MR. BENNETT: I think it did, too.

THE COURT: -- and I think that's the way we did some 

calculations on what that meant. And it was some serious 

numbers.

MR. BENNETT: So given, Your Honor, how significantly 

diluted equity is under the bondholders' plan, the chances that 

equity is going to accept that plan is miniscule. Accordingly, 

the terms for contract rates just can't be confirmed.

THE COURT: Well, but --

MR. BENNETT: This is not a nit --

THE COURT: -- but Mr. Bennett, that gets back to my 

opening comment, that if the bond -- the tort claimants reach 

agreement but we end up with an equity fight between the 

proponent and your clients, we'll never get it done.

MR. BENNETT: I think --

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THE COURT: But whether it's -- whether it's the 

interest rate or the basic cramdown consequences of a solvent 

company, right --

MR. BENNETT: Well, Your Honor --

THE COURT: -- I mean, isn't that the big question?

MR. BENNETT: The --

THE COURT: It's the same issue.

MR. BENNETT: The commitments that were generated and 

are coming through are not intended to create a cramdown 

circumstance for equity. They were intended to create a 

consensual plan.

THE COURT: No, no. I'm assuming if the 

bondholders --

MR. BENNETT: Right. Bond --

THE COURT: -- if you --

MR. BENNETT: -- bond --

THE COURT: -- if you and the equity and the debtors 

are defending against the bondholders' committee proposal, then 

we have the very costly, very uncertain cramdown fight there, 

right?

MR. BENNETT: Okay. Well, costly, yes.

THE COURT: Yeah.

MR. BENNETT: My point is, uncertain, on this point, 

given the Ninth Circuit law?

THE COURT: No, I didn't --

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MR. BENNETT: I'm not so sure.

THE COURT: -- I wasn't talking about the interest. 

I'm just talking about the whole --

MR. BENNETT: Right. Well, let's --

THE COURT: -- the whole -- the bigger question of 

diluting the equity.

MR. BENNETT: I'm trying to focus on --

THE COURT: Okay.

MR. BENNETT: -- some key specific points where the 

law is clear.

THE COURT: Go ahead.

MR. BENNETT: I narrowed the focus to big-ticket 

items. First one, right about 1.5 billion dollars.

THE COURT: Okay.

MR. BENNETT: Okay. Second point -- and this was 

alluded to in your opening comments. It was also alluded to by 

Mr. Karotkin: the granting of senior liens on every single 

bond in the case in exchange for a ten-basis-point interest 

rate reduction.

It turns out, Your Honor, that even as unsecured 

bonds, the unsecured bonds that are out there right now, many 

of them are above market, because interest rates have gone down 

over the years. So taking those above-market bonds and then 

collateralizing them, pushes their value up even more -- more 

billions of dollars. This creates overpayment. A plan 

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containing these provisions is just not confirmable. 

But now I want to turn to what they called themselves 

today the centerpiece of the bondholders' plan, the commitment 

to purchase equity at a maximum price of six dollars per share. 

Okay? And by the way, the price can go down from there, in 

accordance with their terms.

THE COURT: Um-hum.

MR. BENNETT: And it has the effect of diluting 

existing equity to between five and fifteen percent of the 

equity in the reorganized company.

THE COURT: Right. I understand.

MR. BENNETT: Now, this should have been regarded as 

questionable by every constituency advised by a reasonably 

competent financial advisor, as even though, right after the 

filing of their plan, the stock dropped a little bit, the 

public price of the stock has stayed at about three times the 

maximum price that they are willing to pay for shares. That's 

a little bit remarkable.

But today we have another compelling data point. The 

commitments that -- you have an example attached to the 

supplemental filing by the debtors -- commit to purchase equity 

at a minimum price -- so we talked 6 was the maximum price --

the minimum price is someplace in the vicinity of $17.80 a 

share, a little less than 18 dollars a share. It's based upon 

an index, but that's the index value as of today. 

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Okay. So the value is three times the value that is 

proposed by the bondholders. How much money are we talking 

about? Roughly five billion dollars. Okay? 

The price of the commitments, Your Honor, is also 

different. The commitment fees in the bondholder -- in the 

shareholder commitments for the equity portion is about onethird the price demanded by the bondholders.

THE COURT: Mr. Bennett --

MR. BENNETT: Your Honor, the fact that the 

bondholders --

THE COURT: -- Mr. Bennett, if I let the bondholders' 

plan go forward and the plan that the debtors and/or your group 

support goes forward, and we go through all those horrible 

steps of the disclosure, and estimation, and the voting, and it 

comes down to both plans are accepted, don't you think I know 

which would be the better one to pick?

MR. BENNETT: Your Honor, I have no --

THE COURT: I mean, isn't that pretty obvious?

MR. BENNETT: Your Honor, I -- so --

THE COURT: Well, no, no, I know you --

MR. BENNETT: -- without waiving attorney-client 

privilege --

THE COURT: -- don't want to gamble on my decision. 

My --

MR. BENNETT: No, I -- it's not a matter of gambling.

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THE COURT: -- no, my point to you is well, wouldn't 

that -- wouldn't the marketplace itself answer the question?

MR. BENNETT: Well, I would say two things, Your 

Honor. Number one, I am not concerned about ultimately which 

of these two plans would succeed.

THE COURT: Okay.

MR. BENNETT: What I'm concerned about is you and 

me -- about the extra work that will be necessary because there 

will be parallel tracks of prosecuting plans and defending 

plans, and what this is all going to cost.

THE COURT: Well, I --

MR. BENNETT: Not just for my clients but for --

THE COURT: -- I share that --

MR. BENNETT: -- every other ---

THE COURT: -- I share that concern.

MR. BENNETT: It will be a times two or times three. 

That's just the way the world is, regrettably.

THE COURT: I --

MR. BENNETT: That's the process we have.

THE COURT: I don't get a --

MR. BENNETT: But Your Honor --

THE COURT: -- I don't get a pay increase. 

MR. BENNETT: Okay.

THE COURT: I don't think --

MR. BENNETT: Your Honor, you asked -- you asked about 

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whether a plan is credible.

THE COURT: That's right.

MR. BENNETT: Okay, can a plan possibly be credible 

where the proposed equity price, the maximum equity price it 

calls for, is a third of the minimum equity price of the plan 

that the debtors expect to file by the --

THE COURT: But Mr. Bennett --

MR. BENNETT: -- 9th?

THE COURT: -- I -- we're not supposed to -- I'm not 

supposed to --

MR. BENNETT: That's not credible.

THE COURT: -- I'm not supposed to speculate on what's 

going on out there in the marketplace, and I haven't figured 

out, and somebody is going to get to a point where there will 

be an estimation of the Tubbs fire and all the other 

liabilities. And a big number there could change all of that 

in a split second, right?

MR. BENNETT: Well, Your Honor, all of the -- the 

prices of equity in both of the deals are based upon a clean 

company.

THE COURT: Right.

MR. BENNETT: So it's where the -- it's where the 

claims are parked --

THE COURT: Right.

MR. BENNETT: -- someplace else.

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THE COURT: Right. And so --

MR. BENNETT: So --

THE COURT: -- everything changes dramatically if that 

number --

MR. BENNETT: The --

THE COURT: -- changes dramatically.

MR. BENNETT: -- no, it doesn't.

THE COURT: No?

MR. BENNETT: I mean, the price of the equity 

shouldn't change, because the reorganized business should be 

the same, irrespective of what the claims are.

THE COURT: If the estimated pot is triple what it is 

in these current outlines?

MR. BENNETT: Then it means that the money that's 

raised goes to a different place.

THE COURT: Okay.

MR. BENNETT: But it does -- but the equity value of 

the reorganized company in both of the commitments is based 

upon the assumption that the company is clear of the past -- of 

the past.

THE COURT: Okay.

MR. BENNETT: It's based upon the future, not the 

past.

THE COURT: Well, I mean --

MR. BENNETT: So --

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THE COURT: -- I know that. But in terms of 

feasibility. But go ahead, I don't want to --

MR. BENNETT: So --

THE COURT: -- take the rest of your time.

MR. BENNETT: -- well, what I wanted to really focus 

on is credibility. They say in their brief, ultimately the 

market will determine if the ad hoc committee is proposing to 

pay fair-market value. Your Honor, the market has already 

spoken. It's speak -- it started speaking two days ago, it 

spoke a lot yesterday, and it is speaking -- continuing to 

speak today.

The competing commitment, the shareholder commitment, 

is a vastly -- not a little bit -- a vastly better proposal for 

the company. Don't take our word for it. Look at it yourself. 

Listen to the debtors. If you want to conduct an evidentiary 

hearing, it might be useful and informative.

But Your Honor, you talked about credible and 

confirmable, and I think we've just talked about those factors. 

THE COURT: Right.

MR. BENNETT: You know what the cases talk about? The 

only factor that I found that was actually instructive for this 

case was the issue of intransigence and coercion. You'll 

remember those words from a number of the cases. 

Were the debtors intransigent or coercive by refusing 

to engage, to discuss a plan that includes paying bondholders 

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post-petition interest at a rate higher than required by law; 

secures all outstanding and future bonds, both elevating the 

bond claims against all other creditor claims; as well as 

giving them higher returns, because it's secured papers not 

unsecured paper; and then reserve solely to the bondholders the 

ability to buy stock at a deep discount price?

And that was another clue, by the way, Your Honor, as 

to how the -- how low the price was, is because they made sure 

that they could buy --

THE COURT: At the discount.

MR. BENNETT: -- virtually all of it.

THE COURT: And that's clear in the papers.

MR. BENNETT: Okay. That the debtors did not embrace 

this plan is not unreasonable intransigence. That the 

debtor -- what it was, was practical business judgment. 

And you know something else, Your Honor? One of the 

things that happened here that was kind of curious is a number 

of creditors that came up and said they thought exclusivity 

should be terminated are not prepared to say that they support 

this plan.

THE COURT: I know. I noted that.

MR. BENNETT: I think that is -- you know what that 

indicates to me? It indicates that they did some math, too, 

and recognize that if they embrace that plan, someday they 

would be embarrassed.

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THE COURT: But Mr. Bennett, the shoe is on the other 

foot, too, because the only people opposing exclusivity are 

aligned with the debtor or the equity.

MR. BENNETT: That's actually not true.

THE COURT: Who would you mention -- who do you have 

in mind?

MR. BENNETT: The TCC.

THE COURT: They didn't take a position.

MR. BENNETT: They're about to.

THE COURT: Well, they didn't file anything.

MR. BENNETT: Okay, well --

THE COURT: So we go on --

MR. BENNETT: -- I'm going to let Ms. Dumas --

THE COURT: -- what they filed --

MR. BENNETT: -- speak.

THE COURT: -- and they didn't file anything.

MR. BENNETT: Okay. 

THE COURT: So anyway, we've got to go to their 

counsel.

MR. BENNETT: Okay. My last point. There is one last 

note. It's in our papers as well. I'm sure you noticed it. 

Is that the bondholders haven't -- I think their proposal for a 

maximum price of six dollars a share could not possibly be the 

good-faith basis of a plan; that's number one.

THE COURT: Right.

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MR. BENNETT: But number two, the conduct in depriving 

the debtors -- not depriving shareholders, but depriving the 

debtors -- of financing opportunities by lobbying against them 

because they thought -- I don't know why they thought this --

they thought that theirs was going to be the only equityfinanced plan, that's also bad-faith conduct.

Now, in there's papers, they're careful to say today 

is not the day to figure that out. They don't really want to 

know the answer yet. We promise you, you will get a chance to 

figure it out. The discovery will be conducted at some point 

in time.

THE COURT: Yeah, I understand.

MR. BENNETT: But I think --

THE COURT: Sure. I understand. There are ways to --

you know as well as I, there are ways to disqualify plan 

proponents. We're only just talking --

MR. BENNETT: Right.

THE COURT: -- today about can they be a formal plan 

proponent --

MR. BENNETT: Yeah.

THE COURT: -- and that's why I'm not taking you up on 

your invitation to have an evidentiary hearing today.

MR. BENNETT: Okay. And then finally I would say that 

the fact that they concede debtors' solvency is incredibly 

significant, because this case is about how claims are going to 

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be paid, not if claims are going to be paid. And when it is --

when that is the fundamental issue in the case, the debtor is 

the one that should be figuring it out --

THE COURT: I understand.

MR. BENNETT: -- in the first instance. Thank you, 

Your Honor.

THE COURT: Okay, thank you.

So Ms. Dumas, you're next, I think -- no, one other 

counsel?

MS. DUMAS: Sure.

THE COURT: And I've kind of lost track of the time, 

but I think you've got about -- well --

MS. CATON: Yeah, I'll try to take about three 

minutes, Your Honor.

THE COURT: Okay. I need an appearance from you.

MS. CATON: Good morning, Your Honor. Amy Caton on 

behalf of the PG&E Holdco lenders, from Kramer Levin.

Just to introduce myself, I represent approximately 

six clients. They hold the bank debt that is at the -- at the 

company in between the debt at the Holdco -- at the operating 

company level, and the utility, and the stock. So in some 

respects, we're a bit of a fulcrum creditor. And my clients 

primarily hold a mix of debt and equity, although four of my 

clients hold no equity.

I've listened to the arguments today and two weeks 

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ago, and I just wanted to make three quick observations for 

you. The first one is is that I agree with Your Honor 

wholeheartedly that the main issue in these cases is trying to 

figure out what to do with respect to the 2017 and 2018 tort 

claims. And in some respects, that's the main event. What 

we're doing here in determining who's going to be able to file 

a plan and when, it's a bit of a sideshow.

And what we're hoping, Your Honor, is that this 

doesn't constitute a distraction away from what we need to do, 

which is work on those claims and bringing the parties closer 

together.

Secondly, as a representative of unsecured claimants, 

we'd like to see competition just as much as the next person. 

But what I would submit to you is that because of Mr. Qureshi's 

motion and because of AB1054 having been passed, we're already 

seeing some competition here. And we don't want too much of a 

good thing.

I don't think that we want to see settlements become 

more difficult because the very parties who are negotiating on 

behalf of themselves and trying to get to deals get hardened to 

settlement through the idea that their plan is the best one, 

which I think you do see sometimes. And Mr. Qureshi talked 

about putting all of your eggs into one basket. What we're 

worried about is people put their eggs in the basket of their 

own plans and they don't work together to come to a consensual 

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plan with the debtor.

THE COURT: But isn't that fundamental? Don't you 

start -- any person who ever proposes a competing plan is 

usually looking out after his own interest first.

MS. CATON: Yes.

THE COURT: So what's new? That's just life out 

there. So therefore what? In other words --

MS CATON: To therefore, I think what Your Honor did 

in the first PG&E bankruptcy, where the debtor actually filed 

its plan first and then other parties were able to respond 

after, with their own competing plans --

THE COURT: Only one competing plan. Only one.

MS. CATON: Exactly, Your Honor. There were other 

conversations, I believe. And again --

THE COURT: Well, I'm sure there were endless 

conversations.

MS. CATON: -- I wasn't here. Exactly.

THE COURT: But there wasn't billions of dollars of 

wildfire claims. The tort claims in that case were important 

to those claimants, but they were insignificant to the overall 

reorganization of the company. And solvency --

MS. CATON: I agree, Your Honor.

THE COURT: -- if you think -- if Mr. Bennett wants to 

say solvency is a sure thing here, it was triply a sure thing 

there, because there were no meaningful tort-claim liabilities, 

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except the discrete amounts that were dealt with separately.

MS. CATON: Well, there certainly is a distinction 

there --

THE COURT: Yeah.

MS. CATON: -- between -- on estimation and what 

should happen with respect to the tort --

THE COURT: Right.

MS. CATON: -- claims, but I don't think that that 

creates a difference between what should be really the pathway 

that this Court should follow which is --

THE COURT: No, but my question --

MS. CATON: -- allow the debtors to file their plan 

first, which hopefully will happen --

THE COURT: -- was really --

MS. CATON: -- in three weeks.

THE COURT: -- to pin you down on what you mean, why 

you concede that you don't want competition, but you don't want 

somebody that's feathering its own nest. Who else would 

propose a plan but someone feathering their own nest? I mean, 

it would seem to me --

MS. CATON: You're right. We are all --

THE COURT: -- it would seem to me, if you come in 

unfeathered in your nest --

MS. CATON: Sure.

THE COURT: -- and propose a plan, they think you're 

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crazy.

MS. CATON: But there's a difference -- I agree a 

hundred percent.

THE COURT: Okay.

MS. CATON: And we're all economic stakeholders --

THE COURT: Right.

MS. CATON: -- other than -- other than the tort 

claimants.

THE COURT: Right.

MS. CATON: But I will say that as people -- people 

can look to feather their nests, and then they can look to make 

a really plush, big nest.

THE COURT: Yeah, we're taking our metaphor --

MS. CATON: And we're trying to get people more into 

settlement --

THE COURT: Okay, gotcha.

MS. CATON: -- a settlement mindset.

The last thing I'll have to say is that I -- while I 

do not agree with the comments that Mr. Bennett made about 

post-petition interest and how exactly that is calculated, and 

I hope that Mr. Karotkin is not taking this to heart when he's 

drafting his --

THE COURT: But doesn't the Cardelucci case --

MS. CATON: -- plan, but we'll see --

THE COURT: -- doesn't Cardelucci tell us what the 

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rule is?

MS. CATON: I'll leave that for another day, Your 

Honor. But --

THE COURT: Well, wait a minute.

MS. CATON: -- what I would say --

THE COURT: Wait, wait.

MS. CATON: -- what I would say on that --

THE COURT: Wait.

MS. CATON: Yes.

THE COURT: Is it good law in the Ninth Circuit?

MS. CATON: I believe that there are cases -- I'm not 

prepared to argue this today, Your Honor, but I believe that 

there are --

THE COURT: I happen to be a junior --

MS. CATON: -- subsequent cases --

THE COURT: -- officer in the Ninth Circuit, and I'm 

bound to follow Ninth Circuit precedent. So unless you think 

that I can --

MS. CATON: I will happily prepare papers on this and 

submit it to Your Honor.

But what I would say is that we'll all have the 

opportunity to see what the plan has, comment on it, and get 

our own plans in.

THE COURT: Okay. 

MS. CATON: Thank you, Your Honor.

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THE COURT: Thank you. Thank you, Ms. Caton.

So Ms. Dumas, are you the closing act here?

MR. SILVERSTEIN: Your Honor --

THE COURT: Oh.

MR. SILVERSTEIN -- Your Honor, it's Paul Silverstein 

for Columbus Hill. May I be heard very briefly?

THE COURT: Yes. Yes, sir. Go ahead.

MR. SILVERSTEIN: I appreciate that, Your Honor. It's 

Paul N. Silverstein from Hunton Andrews Kurth, cocounsel to 

Columbus Hill Capital Management LP, which among other things, 

owns a significant amount of shares -- of common shares of the 

debtors. I'll be very brief, as I said.

Columbus Hill filed objections to both motions to 

terminate. Columbus Hill also delivered to the debtors a 

significant plan-funding commitment, which is among those 

commitments discussed by Mr. Karotkin and Mr. Bennett.

The funding commitments would, we believe, provide 

sufficient funding to confirm a Chapter 11 plan that pays and 

reserves amounts sufficient to pay the wildfire victims' 

allowed claims in full, as the plan must.

As the Court noted last Friday, and as discussed 

today, the noteholders and all other claimants are unimpaired 

and do not get to vote on a plan. In fact --

THE COURT: Well, they've got --

MR. SILVERSTEIN: -- all creditor claims --

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THE COURT: -- wait a minute.

MR. SILVERSTEIN: -- should be --

THE COURT: They get -- they don't get to vote, but 

they are allowed to object. Don't you agree?

MR. SILVERSTEIN: They're allowed to object, but -- I 

agree.

THE COURT: Okay.

MR. SILVERSTEIN: But they're unimpaired, they don't 

have a vote. And paramountly, Your Honor, the debtors are 

solvent. The present motions seek to terminate exclusivity for 

alleged cause. Movants have a burden of proof here and have 

not established cause. The two movants seek to purchase a 

significant ownership stake in the reorganized debtors at very 

material discounts to the detriment of existing stockholders, 

yet those movants -- those unimpaired creditors will be paid in 

full.

That's not what this process should be about. And the 

distractions are unnecessary and harmful. The debtors' 

existing stockholders are impaired and do get to vote to reject 

a plan. Moreover the debtors' stockholders have the right to 

fund the debtors' Chapter 11 plan.

No one can seriously suggest, Your Honor, that the 

debtors have not made progress -- material progress -- in these 

cases, under these circumstances. To state the obvious, these 

are very large and very complex cases. And again, the debtors 

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are solvent.

The debtors are in a position to file, and subject to 

a successful claims-estimation process and other conditions 

precedent to any plan process here, to have the debtors' plan 

confirmed. 

THE COURT: Okay, Mr. Silverstein, I've got to --

MR. SILVERSTEIN: As we understand it --

THE COURT: Mr. Silverstein, I have to move along. So 

go ahead and wrap up your position.

MR. SILVERSTEIN: Yeah, let me -- let me wrap up. My 

point, Your Honor, is that the debtors have now said that 

rather than September 26th, that September 9th -- that they 

will file a plan before September 9th, and we believe that the 

law is very clear and that Your Honor should respect the 

debtors' exclusivity. And I thank you for the time, Your 

Honor.

THE COURT: Okay, thank you, Mr. Silverstein.

Now, Ms. Dumas, are you going to speak as part of 

the -- the time you've allocated or agreed with Mr. Karotkin, 

right?

MS. DUMAS: Yes, Your Honor, thank you. 

THE COURT: Good morning.

MS. DUMAS: Good morning. Cecily Dumas, Baker 

Hostetler, on behalf of the official committee of tort 

claimants. 

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First, Your Honor, I want to acknowledge the comments 

the Court made at the outset of the hearing. I cannot -- I 

cannot express adequately how much the constituents that my 

firm represents appreciate the Court acknowledging their role 

in these cases.

I come here, really -- although Mr. Karotkin was kind 

enough to allow me time and the moving parties --

THE COURT: I would have allowed you time --

MS. DUMAS: -- did as well --

THE COURT: -- I would have allowed it to you anyway. 

Don't give him the credit.

MS. DUMAS: Thank you, sir. I mean, either side, for 

or against the motions, would have offered the tort committee 

time.

We come here more as a party seeking guidance from the 

Court as opposed to taking a position. With respect to --

THE COURT: Well, that's what threw me off as I read 

the papers. And I'll let you answer, but I read: don't break 

exclusivity -- I mean, break exclusivity but don't go for this 

one. And I'm going, well, what do I do? And I thought you 

even indicated in your papers that you might be proposing a 

plan. But here we are. So with that background --

MS. DUMAS: But here we are, yes.

THE COURT: -- what should I do? What do you want me 

to do for your client?

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MS. DUMAS: Specifically, what we would like the Court 

to do is ensure that whatever protocol gets adopted by the 

Court takes into account the timing that may be associated with 

what everyone has acknowledged are sort of the impediments to 

finalizing a plan.

THE COURT: No, but you -- your public filed position 

is to oppose the motion by the bondholder. Are you backing off 

of that position or adhering to it? Again, I'm not going to 

make a decision --

MS. DUMAS: No, no, no, Your Honor. And --

THE COURT: -- based upon your decision alone, but I'm 

just trying to -- I want to make sure I go home and do my 

homework, hearing for sure what your client wants. So did I 

read it wrong? The opposition said don't let them do their 

plan, open it up for everybody, and we might file one. And 

that didn't happen. So what do you want me to do in terms of 

today's motion?

MS. DUMAS: In terms of today's motion, we believe 

that the superseding, intervening event that caused the TCC to 

consider that its position required refinement was the 

enactment of AB1054.

THE COURT: Okay.

MS. DUMAS: I think none of the parties, when the 

bondholders initially filed their motion, anticipated that the 

legislature would give us a tight time frame.

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I said in court on the phone on Friday that that tight 

time frame almost requires some sort of parallel process at 

some point.

THE COURT: Right.

MS. DUMAS: How the Court designs is going to be a 

challenging task, but we could suggest that there are two 

points at which the parties may have more information that 

would help any plan proponent propose a plan that's capable of 

confirmation with respect to tort claims. The first is October 

21st, the bar date.

THE COURT: Right.

MS. DUMAS: All of the parties' current estimations or 

current proposals are based on what we consider estimates by 

advisors of what the aggregate claims may be, based on the 

number of affected communities and neighborhoods. That is 

going to be different from the number of people who actually 

file claims.

And the second gating event is what the Court will 

consider tomorrow, and that is how and when is there an 

estimate or determination of whether --

THE COURT: Right.

MS. DUMAS: -- Tubbs claims are included or not. And 

you've been told before that the -- there's a dramatic swing. 

I think it's higher than fifty percent of the insurance claims, 

and it's a little lower than fifty percent for victim claims --

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and my apologies to Mr. Feldman if I had that wrong -- but --

THE COURT: And I don't need it precisely.

MS. DUMAS: -- the idea is --

THE COURT: It's a huge swing.

MS. DUMAS: It's a huge swing.

THE COURT: It's a huge delta. Okay.

MS. DUMAS: So whereas we believe that in a normal 

circumstance the TCC would like to give the debtor the first 

opportunity to establish for the Court what it proposes to do 

in its case, and I think none of the parties, right now, have 

access to what the debtors' business plan going forward may 

look like, and --

THE COURT: Well, no, that's right.

MS. DUMAS: -- when it's --

THE COURT: We just saw it yesterday. But --

MS. DUMAS: With the underlying details, the 

assumptions that -- so each party can extrapolate what their 

advisors believe to be the total enterprise value at 

confirmation. There are a number of moving items.

Suffice to say, we believe the current bondholder 

proposal on the table is infirm because of the cap-trust (ph.) 

question that we addressed before.

We would like to make the point that if the Court is 

inclined to give parties an equal head start at the gate, that 

the ad hoc subrogation claimholders be included in that. 

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What we are drawing from this process is that there 

are a lot of hedge funds and private equity firms that would 

like to own this company. And that's all good news.

THE COURT: Um-hum.

MS. DUMAS: And obviously for being a ratepayer, a 

member of the community, and a representative of tort 

claimants, all of whom are also members of communities served 

by PG&E, as well as victims of the fires, we would like to see 

the strongest PG&E go forward. 

We don't think that we're remotely in a position to 

have the full, complete information, for the two reasons we've 

described.

THE COURT: Okay. But I appreciate that you and your 

clients and your advisors, everything is very, very fluid. 

That's true for all of us. But sticking with the traditional 

rules, I have to prepare by what people file.

So if I counted votes before you started speaking, I 

would say that the TCC didn't weigh in at all on the 

subrogation plan. So that says something. They filed an 

opposition to the bondholders' plan but said but let everybody 

file. So now again, I want to know what the committee's view, 

speaking through you, is my choices? 

So then let's review it. Deny the motions, both 

motions, and let the debtor go forward on the track that Mr. 

Karotkin described; grant one or both motions, which means 

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bondholder file or subrogation committee file or both. Those 

are my only choices at the moment.

So I have to make a decision based upon all the 

factors. But I want the best judgment you are willing to give 

me or are able to give me as to what your clients want. Not 

that they'll make the call. I have to make the call. But can 

you say it? And if you're uncomfortable or unable to, I will 

respect that too. But tell me whether you -- whether you can 

make a position: choice one, choice two, choice three, or none 

of the above? And I'll deal with it.

MS. DUMAS: Yes, Your Honor. We believe that -- so to 

put it bluntly, the tort committee believes that the Court's 

guidance, which it will give tomorrow or shortly thereafter, 

will present the first opportunity for all of the prospective 

plan proponents, including the debtor, to understand what the 

real landscape may look like. So --

THE COURT: Well, I don't -- I'll do my best. But 

okay, if you'd like to defer on that, I'll --

MS. DUMAS: Yeah.

THE COURT: -- respect that too.

MS. DUMAS: We're --

THE COURT: I mean, my hope was that I would absorb 

everything we talked about today and everything we're talking 

about tomorrow. And whether I'm able to do it tomorrow or the 

next day or the next day, as soon as I sort of can put it all 

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together, give my best judgment -- it's only my judgment, but 

that's my job right now.

So and if you believe that the tort committee -- and 

the tort-committee victims are why we're here. They don't make 

the rules, but they're certainly important to my thinking and 

yours. And if you're better off sort of talking to your 

clients and polling the committee and getting their view after, 

at least, the discussions, then I will respect that.

I can't -- unfortunately, I don't think I can sort of 

peel off my rulings, one at a time. I mean, I don't think that 

would be fair. I mean, I think I owe it to the parties -- as 

they say, you know and every experienced lawyer knows, worse 

than a judge who makes the wrong decision is a judge who 

doesn't make any decision.

So I will do my best to make a decision on all three 

of those big questions as quickly as I can.

MS. DUMAS: We understand --

THE COURT: And I'll ask you --

MS. DUMAS: --Your Honor.

THE COURT: -- to give me your view on the --

MS. DUMAS: So our --

THE COURT: -- today's question after tomorrow.

MS. DUMAS: -- our view on today's question is we are 

balancing two competing interests.

THE COURT: Right.

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MS. DUMAS: One, as a practical matter, the tort 

committee doesn't believe that any plan proponent can propose a 

credible plan without more information, which is not going to 

be forthcoming until the bar date, at the earliest, and more 

importantly, how the Tubbs claim is estimated.

On the other hand -- and this is your difficult -- on 

the other hand, the legislature has said: get this process 

done, and competition is --

THE COURT: Well --

MS. DUMAS: -- and competition is something that may 

accomplish that to move forward --

THE COURT: Right.

MS. DUMAS: -- more quickly.

THE COURT: Right.

MS. DUMAS: Having said that, we have -- from based on 

what we've seen, none of the opening bids are ones that we 

believe are ones with which the tort claimants can currently 

engage in negotiations for those two --

THE COURT: Okay. Okay.

MS. DUMAS: -- for those two --

THE COURT: Well, I mean, if we could somehow 

magically answer the question of the estimation in the Tubbs 

fires issue -- whether it's favorable or unfavorable to your 

client. It seems to me, what you're telling me is that after 

that decision is rendered by whomever renders it, you're and 

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your clients are in a better position to pick, to roll the dice 

with whatever your choices are at the time. And today, you 

don't know what the choices are because you don't know what the 

consequences are. That's what we're all dealing with and --

MS. DUMAS: That's fair enough. I mean with respect 

to --

THE COURT: -- but in effect, you could do that if 

there were three plans on the table or two or only one.

MS. DUMAS: That's right.

THE COURT: But I understand. Let's not worry about 

it, and you --

MS. DUMAS: That's right, Your Honor. I mean, we 

could make progress on some of the other aspects of the 

proposed plans that -- to which Mr. Bennett made an eloquent 

argument.

THE COURT: Right.

MS. DUMAS: We haven't heard from the subrogation 

claimholders as to what their planned contours are, and I 

barely had a chance to study the debtors'. But with respect to 

my parochial part of the case, I think the tort-claimants 

committee will not be in a position to have meaningful 

negotiations with any planned proponent until some of these 

threshold issues are --

THE COURT: Okay.

MS. DUMAS: -- at least telegraphed by ACRT.

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THE COURT: I got you. Okay. Thank you, Ms. Dumas.

MS. DUMAS: Thank you, Your Honor.

THE COURT: Let me make one brief announcement, I --

we're running late, but the time here -- the time is important, 

and I promised the bondholder committee fifteen minutes to make 

their closing arguments. And I'd like to do that. But then 

I'll take a break for everyone's convenience.

I promised the subrogation group a similar time, and I 

will stick to that. But I also recognize that maybe the same 

kinds of arguments are going to be made. So I don't want to --

or as you plan what we're going to do coming up, think about 

whether and avoid making the same arguments.

I think I got the point of the arguments from, 

certainly from the debtor, and certainly from Mr. Bennett, and 

the other equity-type people. So when we hear from -- I mean, 

when I take the break, and there's time to talk about the 

subrogation bond committee -- I mean, excuse me, subrogation 

plan proposal, maybe we can be more specific about how to focus 

it.

So Mr. Qureshi, do you want to take your final fifteen 

minutes, and then we'll take a break?

MR. QURESHI: Thank you, Your Honor. Yes. I will 

cede five minutes to Mr. Dunne.

Your Honor, I don't have time in my ten minutes to 

respond to all of the points that have been raised, so I'll 

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take the high ones, and let me take them in reverse order.

And start with I -- what I think, Your Honor, I 

discerned from Ms. Dumas' comments. And that is, they don't 

like the opening bids which I take to mean they favor 

competition, because when there is competition, those bids are 

only going to go one place, and that is they're going to get 

better.

Your Honor, on to Mr. Bennett's comments. Postpetition interest. Your Honor, again, we believe that there is 

case law, and of course we are aware of Cardelucci. But we 

believe that there are theories consistent with Cardelucci that 

will, in a solvent debtor case, where the bondholders are 

impaired and are not getting contract rate interest where they 

are entitled to vote, that there can be an entitlement to postpetition contract rate interest. And Your Honor, Mr. Dunne is 

going to address that point in more detail.

Mr. Bennett also raised the question about are the 

bondholders under our proposal getting more than par plus 

accrued as a result of a speculative argument as to how the new 

secured notes might trade in the marketplace. And that 

argument is exactly that, Your Honor. It is entirely 

speculative. We don't know how those notes might trade in the 

marketplace following the debtor's emergence from Chapter 11. 

What we do know is that there is actual impairment.

Last point, Your Honor, the valuation of the equity. 

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Your Honor, the fundamental tenant of our process here and why 

we're seeking to terminate again, is we think competition is a 

good thing. What we know is that this company needs at least 

thirty billion dollars in capital to get out of bankruptcy. 

And our group is prepared to provide that capital. The exact 

terms, Your Honor, under which that capital may ultimately be 

provided will be dictated by the market, and will be dictated 

by the market critically, Your Honor, if a competitive process 

is allowed to unfold. And what Your Honor did not hear from 

Mr. Bennett is why competition would be a bad thing.

Your Honor, again, the court standard that was 

articulated in the first case, credible and possibly 

confirmable. And we certainly think we need that.

Now, Your Honor, if I can go back to Mr. Karotkin's 

points. And the first is: three weeks, no big deal. Why don't 

we wait until September the 9th to see if the debtors can get 

there? Your Honor, it's just not fair to require that kind of 

a delay. And more importantly, I think it can cause critical 

harm to the process. Your Honor, we are presently prohibited 

from soliciting support for our plan term sheet. So it's 

convenient for Mr. Karotkin to stand up and --

THE COURT: Wait. Say that again. You're -- what 

prevents you from what -- you're not prohibited from talking to 

people.

MR. QURESHI: No, not from talking to people. But the 

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debtors do still have --

THE COURT: So what are you prohibited from doing?

MR. QURESHI: -- exclusivity. So there are some 

limits on our ability to solicit support. And therefore, it's 

convenient for Mr. Karotkin to criticize us for not having 

developed consensus ourselves. Well, we have developed one 

very important consensus, Your Honor, and that is a broad 

agreement among everybody except the folks at that table, that 

competition is a good thing and that there should be multiple 

alternatives pursued here.

But Your Honor, letting the debtors be the only party 

that -- even for the next three weeks -- are permitted to 

negotiate with the fire victims here, we believe that is doing 

a disservice to those victims. The best treatment for them is, 

again, going to result from a competitive process. So 

requiring us and our thirty-one billion dollars of capital to 

stand down -- even for three weeks -- Your Honor, we think does 

harm to the process.

Now, Your Honor, let me talk about progress that has 

been made, and in particular, about Mr. Karotkin's touting of 

the public entity settlement. And Your Honor, I'll note in 

that context that when Mr. Karotkin referred to the debtors as 

an honest broker, Your Honor heard it, there was out-loud 

laughter in this courtroom. And that's for a reason.

THE COURT: Well, the debtor has taken its share of 

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criticism --

MR. QURESHI: Sure.

THE COURT: -- and some of it, perhaps, justly earned.

MR. QURESHI: Well, let's look at a provision of the 

public entity settlement also related to Mr. Bennett's points. 

Your Honor, that settlement, first of all, like everything in 

this case, negotiated under a cloak of secrecy. As far as we 

are aware, none of the creditors knew about it until an 8-K was 

filed.

THE COURT: Well, did they -- was that improper?

MR. QURESHI: Well, it depends. It -- if --

THE COURT: Doesn't seem improper to me.

MR. QURESHI: -- the debtor -- if the debtor is trying 

to build consensus to forge good relationships with its 

creditors, so that it can make progress towards consensus, then 

yes, that's not the way to get to consensus, Your Honor. And 

that's the problem.

THE COURT: But I don't understand. They got 

consensus from one billion-dollar creditor.

MR. QURESHI: So here's my point. And in the 

settlement agreement that Your Honor has not yet seen, because 

it is yet presented for approval --

THE COURT: I heard the element that I think you're 

going to focus on, but --

MR. QURESHI: Correct. 

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THE COURT: -- say what you were going to say.

MR. QURESHI: Binding the public entities to vote 

against any other plan, even if -- like ours -- that other plan 

is prepared to respect the settlement.

THE COURT: What --

MR. QURESHI: We have a billion dollars, and we'll 

give it to them --

THE COURT: And what are the consequences of a public 

entity voting for another plan?

MR. QURESHI: Well --

THE COURT: They go to jail? I mean, they lose the 

benefit of the debtor's money, but what are the consequences?

MR. QURESHI: The point, Your Honor, is that what the 

debtor is trying to do is to prevent anybody else from making 

progress towards a plan by inserting blatantly anticompetitive 

provisions like that into settlement agreements. 

How does it serve the estate to try to bind the public 

entities to say, you can only take one billion dollars of our 

money, but you have to oppose any other plan that's going to 

give you that. We don't think that that conduct is 

appropriate.

So why are the debtors not an honest broker that 

anybody in this courtroom -- on at least our side -- have 

confidence in? Your Honor, every party that filed a pleading, 

whether for or against our motion to terminate exclusivity, 

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they all said one thing: the debtors won't talk to us. That 

is a common thread.

THE COURT: Yeah, I hear what you're saying. 

MR. QURESHI: And that is very critical in this 

context. So three more weeks, Your Honor, of the debtor going 

off on their own and doing whatever they want to do with the 

equity holders that are in control of them, they should go and 

do that. But it should not be to the exclusion of the ad hoc 

committee having the opportunity to go ahead with its own term 

sheet and to try to forge consensus. And --

THE COURT: Okay.

MR. QURESHI: -- with that, unless the Court has 

other questions --

THE COURT: No, no other questions. 

MR. QURESHI: -- I will turn it over to Mr. Dunne.

THE COURT: Thank you, Mr. Qureshi.

Mr. Dunne, you're the closer on the morning act.

MR. DUNNE: Yeah. I don't know if my fastball still 

has the requisite heat on it, but --

THE COURT: Well, I can come up with another metaphor, 

if you'd like.

MR. DUNNE: The -- for the record, Dennis Dunne from 

Milbank on behalf of the Official Creditors' Committee.

A few points, Your Honor. I'm just going to address 

the argument that you heard from Mr. Karotkin and Mr. Bennett. 

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There was a lot of focus on whether or not the ad hoc 

bondholder plan was patently unconfirmable, a couple points 

there. 

One is that's a disclosure statement objection, and we 

can deal with those, because as I said before, I suspect you're 

either going to find that the plan that's before you at that 

time addresses those concerns, has been amended. Or maybe 

they'll convince Your Honor that it's not patently 

unconfirmable. But it's not an issue for today, and I'll come 

back to how we see what we think the issue should be.

And plus, it's not asymmetrical. There will be issues 

on the other side of the fence with respect to the equity plan. 

And I guess this is where I'm supposed to deal with Cardelucci 

as an example of that where they said that they're bound to 

provide us with a federal judgement rate. I agree with Your 

Honor that Cardelucci is binding. It's completely irrelevant.

Why? Because that dealt with two individual creditors 

within a class who were impaired. So let me deal with this 

twice to get to why it's irrelevant. They've said they're not 

going to impair us. They're going to unimpair us. If you want 

to impair us, the best interest test in a 1129(a)(7) doesn't 

apply. The lead in says, "with respect to impaired creditors". 

If we're unimpaired, we deal with 1124, and what does it mean 

to unpair you?

And we can debate that. But you know what Cardelucci 

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doesn't talk about -- is how you unimpair a creditor.

THE COURT: I know, but Alan J. Anaheim (ph.) gives us 

some guidance, too. Doesn't he?

MR. DUNNE: And then if --

THE COURT: Right?

MR. DUNNE: Yes. And if they do impair us, to get 

within Cardelucci, what's different there was a) they were 

actually judgement creditors in Cardelucci, and they didn't 

have the class, meaning if the entire bondholder class votes

down this plan, then there's another prong for how you get 

post-petition interest which is 1129B, and the "fair and 

equitable" test.

And there's lots of cases on that. Cardelucci doesn't 

get there.

THE COURT: And I --

MR. DUNNE: No, it's just an example. It's never is 

clear as people say -- that's all I'm saying.

THE COURT: I know.

MR. DUNNE: People want to make it clear and 

categorical --

THE COURT: And I don't want to turn this hearing on 

that element of conflict --

MR. DUNNE: Right. And I don't either, Judge, I just 

want to make the point that it's not that simple. It's not 

that simple. And we know how to deal with the bankruptcy 

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issues; it's for another day.

So let's not say one party's suite of bankruptcy 

issues condemn them to never getting out of the gates and the 

other's allow them to move forward. That's all I'm saying.

We heard Mr. Karotkin say that the case should be, I 

think, quote, sequenced in a -- in the classic way. I would 

agree with that, but for the legislation in AB1054, I think, 

upended the classic time line. It just renders the conventions 

and sequencing too risky.

To manage June 30th, the best way forward is multiple 

plans. Why? The risk of having one plan fall down at 

confirmation is mitigated, Your Honor, by having multiple plans 

under consideration at confirmation.

When we -- the Official Committee -- have been 

analyzing this issue, we've been less focused on whether in 

order to allow a plan to go forward, it's patently 

unconfirmable. For as I said, we know how and when to deal 

with those issues. The UCC's been more focused on financial 

wherewithal and whether the plan proponents have committed 

financing that could potentially be within the range of 

acceptable outcomes for the wildfire victims. That's going to 

be the ultimate key to raise that and estimate that.

The ad hoc has committed capital in their proposal of 

thirty billion, the Equity Committee at thirteen and counting. 

You'll hear my views on the subrogation after the break, 

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because I think that is exactly the inflection point. But 

that's what we should be trying to solve for is maximizing 

plans that have the potential for confirmability because 

there's requisite financial wherewithal and capital behind 

them.

THE COURT: Okay.

MR. DUNNE: The a --

THE COURT: I mean, I'm not stopping you, but --

MR. DUNNE: Okay, one last point, Your Honor.

THE COURT: -- I'm almost stopping you.

MR. DUNNE: Yeah. Right. Exactly. One last point. 

The debtors said, three weeks wouldn't prejudice anyone. Two 

points on that. I'd view it more as six weeks, because we were 

here on July 24th, and we had the delay for the protocol, and 

now it's another three weeks. So we're talking about a monthand-a-half closer to the June 30th deadline. And as you heard 

from Mr. Kornberg, the CPUC believes that deadline in fact --

in practice -- is more like January to get something done.

THE COURT: Well, I -- I heard that.

MR. DUNNE: I think we need to get going, here, Your 

Honor. And my last point: the question before the Court today 

is not the validity of the bondholder's proposal; the question 

is whether exclusivity should be terminated at this time. And 

we believe -- the Committee believes -- it's warranted because 

it's in the interest of a timely, fair, and viable emergence by 

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the legislatively imposed deadline.

Thank you.

THE COURT: Okay. Thank you, Mr. Dunne.

All right, the motion, the bondholder group motion for 

exclusivity, re-exclusivity is submitted. I need -- before we 

take a break, I need to ask is Mr. Feldman here in court or on 

the phone or --

MR. FELDMAN: Yes, Your Honor. I'm here.

THE COURT: Yeah, and Mr. Karotkin and the Committee 

counsel, can you -- do you think you need the whole allocation, 

and if so do you want to take a longer break, shorter break? 

Tell me what your preference is. 

Mr. Feldman, let me start with you. You're the 

counsel for the moving party. What do want to do as --

MR. FELDMAN: Good morning, Your Honor.

THE COURT: We're going to take a break in moments, 

but what do you want to do after that?

MR. FELDMAN: So for the record, though, Matthew 

Feldman on behalf of the ad hoc group of subrogation claimants. 

Your Honor, I don't believe that I will use the full 

thirty minutes in opening. I don't have anybody opening with 

me, so I believe I need twenty minutes.

THE COURT: Twenty minutes.

MR. FELDMAN: I suspect that the responses -- they can 

comment for themselves -- will be quicker since we're not going 

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to just repeat everything.

THE COURT: Yeah. Well, I want them to be quicker. 

Not that they're not important -- I don't need to hear it 

twice.

MR. FELDMAN: Yeah. I'd like to have the full fifteen 

minutes to respond, but I may not use it.

THE COURT: Mr. Karotkin, how about you? Do you need 

more than a little bit -- I mean, I'm just trying to keep 

people's schedules so I can make sure who can go and who stay. 

What's your --

MR. KAROTKIN: We will not need the entire time.

THE COURT: You think -- you think fifteen or twenty 

minutes is enough?

MR. KAROTKIN: Yes, sir.

THE COURT: And for the Committee, Mr. Dunne?

MR. DUNNE: Two minutes.

THE COURT: Two. Ms. Dumas?

MS. DUMAS: Two minutes, Your Honor.

THE COURT: Okay. All right. Let's do this then, I'm 

going to -- and I'm not cutting off any other counsel on the 

phone or in the courtroom from speaking, but again, I will take 

a "me, too" and I'll take the representation that, I said it 

before and I'll say it again.

So what I'm going to do is take a break for about 

fifteen or twenty minutes, and then we will resume the hearing 

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and I'll call the subrogation-group motion. And I'll ask Mr. 

Feldman to take twenty minutes or so and the other side. 

Again, I'm not going to be precise about it. My guess is we'll 

take the whole thing in about forty to fifty minutes. So 

that'll be the plan.

All right. Thank you for all your time. Fifteenminute break.

(Recess from 11:31 a.m., until 11:50 a.m.)

THE CLERK: All rise.

THE COURT: Please remain seated. Let me make one 

announcement that I put in the written order for -- that I 

issued yesterday about tomorrow. We have no ability to control 

the space, and so I expect we'll be fairly crowded tomorrow, 

but we don't have the overflow courtroom tomorrow. So I'll 

just have to ask everybody to be cooperative.

I don't think we have many more chairs, but I don't 

mind if lawyers come here and sit on the floor or do anything 

else. I want to accommodate everybody. We just don't have the 

ability to kind of deal with the overflow crowd if we don't 

have Judge Blumenstiel's courtroom next door, and we don't 

because she's got something going on in her courtroom. So 

sorry about the problem.

Okay. So on the subrogation group's motion for 

exclusivity, Mr. Feldman, I believe you're up, and I'll repeat 

not for you, but for your opponents that to the extent that 

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there are the same arguments that are -- been made in 

connection with the bondholder group, I'll treat them as the 

same.

MR. FELDMAN: Your Honor, one correction from what I 

said previously, Mr. Engle, who represents TCA, would like to 

stand in support of our motion to terminate exclusivity. So I 

will cut my time down to eighteen minutes, and I will cede the 

podium at the end for two minutes.

THE COURT: He hasn't filed anything in support of 

your motion, has he?

MR. FELDMAN: Not that I'm --

MR. ENGLE: Yes, he has, Your Honor.

THE COURT: Only in the last twelve hours.

MR. ENGLE: No, no, no. Your Honor, we -- we --

THE COURT: Okay. All right. I'll take you, Mr. 

Engle. You're a veteran, anyway. I have to let you speak.

Okay, Mr. Feldman.

MR. FELDMAN: Your Honor, for the record, again, 

Matthew Feldman from Willkie Farr & Gallagher, here on behalf 

of the ad hoc group of subrogation claims.

Your Honor, I think some of the Court's earlier 

comments are worthy of noting. We are one of the two classes 

that will undoubtedly be impaired under a plan without having 

to come up with a way to make us impaired.

Just so the Court is aware and for the record, the ad 

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hoc group is comprised of more the 110 insurance carriers and 

other holders of subrogation claims related to both the 2017 

and 2018 wildfires. And they hold somewhere between 98 and 100 

percent of the total subrogation claims.

The only parties who have actually paid wildfire 

victims are the insurance companies that are in my group, Your 

Honor. The ad hoc group is governed by a steering committee of 

the eleven largest holders of subrogation claims who 

collectively hold more than eighty-five percent of the total 

subrogation claims.

There is, in addition to the eleven holders of claims, 

an ex officio member which is the California Insurance 

Guarantee Association which is charged with overseeing and 

liquidating failed insurers, including at least one corporate 

victim of PG&E's wildfire history.

Your Honor, there really are two goals in this case. 

To receive a full and fair discovery -- I'm sorry -- recovery 

on our claims; and to pay in full a fair amount to the wildfire 

victims. That has always been a driving force for the 

insurance carriers on behalf of the subrogation claimants.

THE COURT: Would you clarify something for me that's 

probably more appropriate for tomorrow, but I should know this. 

The subrogation claims only cover property damage and related 

matters, right?

MR. FELDMAN: That is correct, Your Honor. 

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THE COURT: They do not cover any personal injury, 

wrongful death, or emotional distress type stuff. It's if you 

lost a car, or house, or property, that's what your clients are 

on the hook for.

MR. FELDMAN: It is property.

THE COURT: Yeah.

MR. FELDMAN: I think there are arguments about how 

broad the definition of property is.

THE COURT: No. I --

MR. FELDMAN: I don't want to -- I don't want to go 

down that path.

THE COURT: I don't either.

MR. FELDMAN: But it is property.

THE COURT: And the other question is, what happens if 

the Tubbs fire outcome comes out the way PG&E wants it? What 

happens to your claims? I'm not -- I don't say they disappear, 

but I -- just tell me what happens to them vis-a-vis the case 

here.

MR. FELDMAN: If the Court were to determine that PG&E 

did not cause and had no liability with respect to Tubbs, there 

would not be claims -- subrogation claims in connection with --

THE COURT: And your clients just absorb the loss and 

look for somebody else to pay them?

MR. FELDMAN: We absorb the loss or look -- or look 

for other people to sue. That's correct, Your Honor.

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THE COURT: Okay, that's what I thought, but I wanted 

to clarify.

MR. FELDMAN: I'm not sure, honestly, there are other 

people, but I don't want to preclude that possibility.

THE COURT: I -- again, I'm not -- I just want to make 

sure I got the lay of the land correctly on it.

MR. FELDMAN: Your Honor, as the Court's aware, 

section 1121 which governs exclusivity provides a very broad 

discretion to the Court. And I am going to reference Dow 

Corning, which I think is really the most important written 

decision on the termination or modification of exclusivity. 

The Dow Corning court, as this Court is aware, 

considered nine factors, but the court was very clear in 

saying, you don't total those factors up in making a 

determination.

THE COURT: It's not a baseball score.

MR. FELDMAN: It's not a baseball score. It's not a 

five-four we win/we lose. And in fact, what the court said, 

and I'm going to quote the court, because I think it's exactly 

what's before Your Honor today, "When the Court is determining 

whether to terminate exclusivity, the primary consideration 

should be whether or not doing so would facilitate moving these 

cases forward."

I think Your Honor said it this morning in your own 

words, how will it make the ball move forward? How will 

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terminating exclusivity make the ball move forward? I will 

adopt to a degree, but from our perspective, something that the 

bondholders said, and in my view, and I think in our view, and 

I think, frankly, it's obvious to the Court, that the Court's 

comments at the May 22nd, 2009, hearing to consider extending 

the Court's -- the debtor's exclusive periods, where the Court 

stated it would consider modifying exclusivity if a party came 

forward with a plan that is credible and potentially 

confirmable. Which we view as financeable.

THE COURT: Well, as I said this morning, those are 

not terms of art as the way I used them.

MR. FELDMAN: Understood. Not terms of art. In fact, 

has spawned, not just what is before Your Honor and has 

occurred in the courtroom, but it also -- what is happening 

outside the courtroom. Each of which is very, very important.

In response to the -- in response, on June 25th, the 

bondholder group filed a terms sheet for its plan. In response 

to that terms sheet, on July 18th, my clients, the ad hoc group 

of subrogation claims filed their terms sheet for a plan. And 

in response to these filings, Your Honor, the lines of 

communication, unlike the bonds where they're waiting for the 

phones to ring, my phone has been ringing off the hook.

We have been -- I'm not obviously going to get into 

the substance, but the impetus and the risk of the loss of 

exclusivity, in our opinion, has brought forth significant

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progress in the cases. Both in conversations with the company 

but also in conversations with the TCC, who we are working on a 

very collaborative basis with as the Court will hear tomorrow 

on the estimation --

THE COURT: Well, I'd assume that that's -- I mean, I 

assume that's true. Anytime somebody suggests something might 

happen, people react sometimes.

MR. FELDMAN: But the opposite is true as well, Your 

Honor. If the Court were not to terminate exclusivity, and the 

Court were to send everybody away, inevitably -- maybe in part 

also because we're at the end of August -- but inevitably, 

everybody would scurry back to their respective holes and hide 

out while we're waiting for a debtor plan.

That cannot be good for what we need to happen in 

these cases. What has to happen in these cases is that the 

dialogue needs to continue, consensual progress -- if 

possible -- needs to be made, and ultimately, if consensual 

progress can't be made, the cases need to be put on a time line 

as I know the Court is undoubtedly aware.

THE COURT: Well, you don't question what Mr. Karotkin 

has told us about what's now on their time line, their 

February -- I mean September 9 target.

MR. FELDMAN: No, we're -- we welcome that 

development, Your Honor.

THE COURT: Of course. Right. Right. 

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MR. FELDMAN: In fact, I didn't have a lot of time 

last night to study what got filed --

THE COURT: Neither did I.

MR. FELDMAN: I suffered from your problem last night. 

But in fairness, we have every intention of looking at that and 

seeing whether there's not a way to marry what we want to 

accomplish with what they want to accomplish.

THE COURT: What do I make of the fact -- and you'll 

tell me nothing -- but make of the fact that not a single party 

filed a support for your position, unless I missed Mr. Engle's 

filing on the subject? Because I looked at the bondholder's 

motion, and I kind of have a box score of how parties lined up. 

And I've got everybody lined up against you. And nobody on 

your side.

Now again, that's not -- that's not going to govern 

how I rule, but what do I make of it?

MR. FELDMAN: Yeah, I think it's actually quite 

straightforward. Our plan, Your Honor, which I know the 

Court's read, so I'm not going to go into too much detail with 

it, you know, purports to set a claim value for our group --

THE COURT: Right.

MR. FELDMAN: -- provide value to the tort victims, 

and it does it without needing that outside financing --

THE COURT: No --

MR. FELDMAN: -- largely.

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THE COURT: -- I understand.

MR. FELDMAN: Because we're able to convert our debt 

to equity.

THE COURT: Right.

MR. FELDMAN: So we can't attract the bondholders, 

because they can't make money off us. We can't attract the 

shareholders because -- although ultimately, I think we will 

attract the shareholders because there is a small amount of 

capital needed, and we'd be happy to get it from the --

THE COURT: Well, you gave them a --

MR. FELDMAN: -- shareholders.

THE COURT: -- right to opt in on some of it, right?

MR. FELDMAN: They do, as a matter of fact. That's 

exactly right. But the reality is our claims are important 

claims that need to be determined and liquidated, as do the 

tort victims, and we are at levels, as are the tort victims, 

that just make the company unattractive for other parties to 

join in support.

THE COURT: But I mean, what do you think happens if, 

one way or the other, the Tubbs fire or the terminating of the 

Court, or a court determines that PG&E is culpable on Tubbs, 

and the inverse condemnation rule stays written, what happens 

to these plan proposals?

MR. FELDMAN: Yeah. I think one of two things 

happens, Your Honor. In the first instance, depending on what 

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those claims actually look like, what the amounts are, which is 

the second component. Not just --

THE COURT: Yeah.

MR. FELDMAN: -- liability, but how much is actually 

owed.

THE COURT: Right. Well, that's the --

MR. FELDMAN: Yeah. 

THE COURT: -- critical question.

MR. FELDMAN: If the company turns out to be solvent 

at the end of that, which we believe it would be, then nothing 

different happens. Then the case goes forward, and those 

claims get paid as they are supposed to be. And unfortunately, 

for Mr. Bennett's clients, the equity gets diluted and recovers 

less.

THE COURT: That's what you get for being equity, 

right?

MR. FELDMAN: That's the way the Bankruptcy Code 

works; that's the way the capital markets work.

If in contrast, Your Honor, you were to come in, the 

claims were to come in at a level that made the company 

insolvent, then we're back to the drawing board in a way 

because --

THE COURT: Right.

MR. FELDMAN: -- everything that Mr. Dunne has said, 

and everything that the bonds have said, and everything that 

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Mr. Karotkin and Mr. Bennett have said about solvency would 

require the case to reset, and people would have to come to an 

agreement again.

And I think, candidly, I think the Governor, and the 

CPUC, and the legislature would have to take another look at 

their deadlines.

THE COURT: Yes. I would think so, too.

MR. FELDMAN: Your Honor, our plan does provide 

significant benefits to all parties in the case. It does 

provide for the full and fair payment of allowed wildfire 

claims out of a well-funded trust, and I want to comment on 

some of the blanks on our term sheet in a moment.

THE COURT: Yeah. I think that's one of the most 

impressive criticisms of your plan in the oppositions. I think 

the creditors' committee --

MR. FELDMAN: Can I strongly disagree? It's the most 

unimpressive criticism, frankly, but I'll get to it in --

THE COURT: Tell Mr. --

MR. FELDMAN: -- a moment.

THE COURT: -- Dunne that, but --

MR. FELDMAN: I've told Mr. Dunne that privately about 

twenty times, today. I'm getting nowhere with him, by the way.

THE COURT: Here's your chance to tell him --

MR. FELDMAN: And I'm --

THE COURT: -- publicly.

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MR. FELDMAN: -- quite frustrated with him, after 

all --

THE COURT: You can tell him --

MR. FELDMAN: -- these years --

THE COURT: -- publicly, as long as --

MR. FELDMAN: -- we've known each other.

THE COURT: -- you don't use --

MR. FELDMAN: I'm going to --

THE COURT: -- any bad words.

MR. FELDMAN: -- tell him publicly. No, I'm going to 

tell him publicly, and I'm going to try to use polite words.

THE COURT: Well, some people use bad words on our 

phone call conferences, but not --

MR. FELDMAN: I was in the courtroom that day, Judge. 

It wasn't me. Just for the record.

THE COURT: Maybe you're the one that said it.

MR. FELDMAN: It wasn't me. I was right here to hear 

it, yes.

Obviously, it resolves the wildfire subrogation claims 

without the need for estimation, at a reduced value. It 

converts a significant portion into equity, as we've talked 

about. It does provide for the funding of the new wildfire 

fund in the amount of five million dollars. It does maintain 

rate neutrality, as required by the CPUC. And it does protect 

the existing rank and file workforce. 

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We did leave blanks in our term sheet. We thought 

about filing an amended term sheet as late as last night. We 

did take into consideration Your Honor's dislike of last-minute 

filings.

THE COURT: Well, it's not that I just don't like 

them; it's just that I can't process them.

MR. FELDMAN: But there's a more important -- there 

was a more important reason we didn't file it, and if the Court 

conditions terminating exclusivity on us filing an updated term 

sheet, we'd be happy to do it.

The reason we didn't do it is, as I mentioned earlier, 

we are in active discussions, both with the company as to the 

size of our claim, as well as with the tort committee about 

their treatment. And what we didn't want to do was put in 

random numbers as the bondholders did. And it's not even a 

criticism of the bondholders; they don't have information to 

come up with better numbers. It's not a criticism of the 

equity. But we have a good sense of where these claims might 

land, and we didn't want to put something in that would have 

a -- could have a negative impact on those discussions. And 

our view is that had we updated our term sheet, it would have 

absolutely had a negative impact. It might have crystalized 

the amount of capital we need to raise, and we would have been 

able to demonstrate that that capital was easily available in 

the market, but Mr. Bennett did that for me this morning as he 

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came in, and has continued to come in, with more value, more 

value, more value. When we're equitizing the vast majority of 

our claims, the idea that there wouldn't be capital available 

to pay the delta is just non-compelling. And the risk of 

harming our negotiations was too strong. 

But again, if the Court disagrees, we are happy to 

file the amended term sheet. I have it in the courtroom today. 

It just seems like the bad way to proceed when a consensual 

deal is way preferable to a litigated deal in these cases.

THE COURT: Well, we all agree with that. Or I agree 

with that.

MR. FELDMAN: Your Honor, just a couple more points I 

do want to make. I want to address very quickly some of the 

objections, because I'm going to shorten my time on the other 

side.

THE COURT: Well, but I'm trying to keep it short for 

personal, and everybody else's personal reasons, but I'm not 

trying to cut you off. If you have a point that you think 

should be made, I want you to make it.

MR. FELDMAN: Well, let me then finish, and then I 

will cede the podium and deal with the objections and 

responses --

THE COURT: Okay.

MR. FELDMAN: -- as they appear. Your Honor, we have 

a plan that meets the standard the Court set out, that we 

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believe will continue to put pressure on all parties, including 

my clients, to come to the table and hopefully reach 

resolution. We are very concerned that if the Court were to go 

the other way, and not to modify exclusivity, that people would 

be sitting, waiting for the company, waiting for Godot (ph.). 

It just wouldn't --

THE COURT: Well, but you did hear --

MR. FELDMAN: -- move forward as quickly.

THE COURT: -- Mr. Karotkin was pretty adamant about

just three weeks, just three weeks. I mean, it's not -- three 

weeks are a lot in the time frame between today and June 30th, 

but you know --

MR. FELDMAN: It depends on what, "just three weeks" 

means. If just three weeks means that nobody can file their 

plan before September 9th --

THE COURT: Well, that's what it means if I don't 

break exclusivity, right?

MR. FELDMAN: Well, but you could extend exclusivity 

again.

THE COURT: Well, I understand. But my point is --

sure. If I don't break it, and they file on the 9th, then the 

statute tells all what happens, unless there's another request.

MR. FELDMAN: Well, correct.

THE COURT: Okay.

MR. FELDMAN: Because then they have the 

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solicitation --

THE COURT: Yeah.

MR. FELDMAN: -- period.

THE COURT: right.

MR. FELDMAN: I think if what you're saying -- if what 

Mr. Karotkin is saying, which I don't believe he is, but let me 

at least address what I hope he's saying, is that everybody

should wait for the debtors to catch up, and we all file plans 

together in mid-September, whether it's the 9th --

THE COURT: I didn't --

MR. FELDMAN: -- or the 10th --

THE COURT: -- hear him --

MR. FELDMAN: -- or the 15th.

THE COURT: -- say that.

MR. FELDMAN: Correct. We would have no problem --

THE COURT: I bet you --

MR. FELDMAN: -- with that.

THE COURT: -- he'll agree -- he'll reaffirm that that 

isn't what he agreed to.

MR. FELDMAN: We would have no problem with that --

THE COURT: Yeah.

MR. FELDMAN: -- if what he's saying is, the debtor is 

a fiduciary for all financial players, and I don't need to hear 

the laughs when I say it, should be allowed to go forward with 

their plan process, we disagree. We think that we should be 

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able to file a plan. We have no problems with the bonds filing 

a plan. Anybody else wants to come in and ask for authority --

THE COURT: Mr. Feldman, I can --

MR. FELDMAN: -- that is the way to create 

competition.

THE COURT: -- shortcut this. If Mr. Karotkin, who's 

now spent part of the last six months knowing me, and I know 

him, if he intended to say, it's free for all, everybody can 

file --

MR. FELDMAN: He would have said it.

THE COURT: -- by February (sic) 9th --

MR. FELDMAN: I understand.

THE COURT: -- he would have said it at 9:31 this 

morning --

MR. FELDMAN: Yeah.

THE COURT: -- and we would have been doing something 

else for the last three hours.

MR. FELDMAN: But the reason his proposal does not 

work, Your Honor, is because all of the good things that have 

happened, based on what the Court said at the last exclusivity 

hearing, will go away --

THE COURT: Okay.

MR. FELDMAN: -- if exclusivity is not modified. And 

we continue to believe that the best path forward here is a 

path that forces the parties to the table to negotiate. Not a 

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path that says, here's the debtors' plan, it's supported by the 

equity. Now, everybody take your guns out and start shooting 

it. That's not going to get a deal done here, and it's 

certainly going to put the time line at risk. And that is not 

good for anybody in these cases, regardless of what position 

you're in.

I'll cede --

THE COURT: Okay.

MR. FELDMAN: -- the podium, Your Honor, and reserve 

everything else for response.

THE COURT: Mr. Engel, you wanted to be heard? And as 

I say, I've read a number of things that you filed, but I 

thought a number of things you've said in several of your 

filings was you just wanted to reserve your position. So 

that's okay, you can reserve your position.

MR. ENGEL: Well --

THE COURT: But what's your specific position --

MR. ENGEL: -- let me try it this way, Your Honor.

THE COURT: -- on today's question?

MR. ENGEL: Larry Engel for Sonoma Clean Power 

Authority. We did file on time on the 7th of August --

THE COURT: Okay.

MR. ENGEL: -- document number 3415, which is 

entitled --

THE COURT: No, that's okay. You don't need to tell 

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me the title.

MR. ENGEL: Okay.

THE COURT: I have a tally, and if I missed it --

MR. ENGEL: And it actually --

THE COURT: -- I missed it.

MR. ENGEL: -- speaks to all the motions for these two 

days, and --

THE COURT: Yes. You know what I think you did --

yes. I have it on my list, but I think what you did -- and 

this is just an aside -- you put all your stuff together in one 

paper, which is very efficient, but it's very hard to keep 

track of.

MR. ENGEL: I'm sorry. Your Honor, I apologize. When 

we filed our opening day papers, I took one of your comments to 

mean that we shouldn't spread them out, that we should put them 

together. So it's my misunderstanding of your position about 

it.

THE COURT: Don't worry about it. Let's get to the 

merits. So you --

MR. ENGEL: So I'm here, Your Honor, to agree with the 

UCC that we need competition. I echo their points, and I won't 

repeat them. I'm not here to speak for any particular plan, 

although --

THE COURT: But that's important. Do you --

MR. ENGEL: Well, but let me finish --

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THE COURT: Okay.

MR. ENGEL: -- if I may. The thing that's good about 

the ad hoc subrogation group, which I want to speak to on your 

point, is they at least listen to you. They care about issues 

that are not yet talked about widely in this courtroom, but 

need to be. And so good things can come from competition, even 

if you're not supporting it, if they're talking to you. And if 

there is no competing plan, then the only person you could talk 

to is PG&E, and they have a serious conflict on the issues that 

we're concerned about regarding these PSPS blackouts. So I 

promise you, Your Honor, that you will find, by the end of the 

fire season that, unless there are more fires that people are 

talking about, the next most serious conversation that 

everybody's going to be having is about the PSPS blackouts.

THE COURT: Well, sure. All of us who live in 

Northern California are aware of that. But what does that do 

for -- what is that a bankruptcy issue for here?

MR. ENGEL: Well, because they create administrative 

claims for reasons we'll get into at the appropriate time in 

the appropriate way, because, in effect, what's happening here 

is that by shutting off the power, not only are they basically 

shutting down the CCA operations, because we can't deliver the 

power we've already bought to the customers that want it, but 

you're basically shifting off to every local government in 

Northern California. The problem with dealing with people who 

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are without power for seven to nine days --

THE COURT: But Mr. Engel --

MR. ENGEL: -- repeatedly.

THE COURT: -- I'm dumbfounded that you think this is 

something that I have any authority to, or ability to, fix.

MR. ENGEL: Administrative claims, Your Honor.

THE COURT: Well, but the same happens if a PG&E truck 

hits you on Fulton Street --

MR. ENGEL: Right.

THE COURT: -- on the way home today. So what is the 

bankruptcy solution, here, to your problem?

MR. ENGEL: If you look at the list of things that a 

competing plan was supposed to address that PG&E just filed, 

item number 1 on their list was safety and operations. This is 

a safety and operation issue which translates into the whole 

question of are there administrative claims, and how many are 

there going to be, and what are we going to do about it? And 

there are things that can be done about it.

THE COURT: What does the bankruptcy law and this 

Court do about it? Please answer that question.

MR. ENGEL: Well, a reorganized debtor --

THE COURT: And by the way, as part of the question 

about whether we have competing plans.

MR. ENGEL: Yes. And a competing plan could, in fact, 

solve a lot of this problem with a reorganized entity --

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THE COURT: If the --

MR. ENGEL: -- that had the right --

THE COURT: -- control center --

MR. ENGEL: -- mindset, so --

THE COURT: -- wherever PG&E's control center is, 

tomorrow decides they have to close the -- shut off the 

power --

MR. ENGEL: Right.

THE COURT: -- in Contra Costa County, you think that 

decision is influenced by whether there's a competing plan or 

not?

MR. ENGEL: Well, no.

THE COURT: I'm having trouble with the --

MR. ENGEL: Let me give you an example.

THE COURT: -- argument, here.

MR. ENGEL: Let me give an example. As you may know, 

I moved from San Francisco from forty years to Nevada City, 

which is in the heart of --

THE COURT: Yeah, know. And you probably had your 

power cut off.

MR. ENGEL: Well, and I can see this hardening from my 

driveway. And I know that -- from a whole lot of sources we 

can talk about -- that if they simply undergrounded, you 

wouldn't have blackouts.

THE COURT: Mr. Engel, please stick with the issue 

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today.

MR. ENGEL: Yes.

THE COURT: Do I allow one or the other of these 

groups to file their plan or not? What is your position and 

your argument?

MR. ENGEL: The same as the Uniform Commercial --

THE COURT: UCC -- OCC.

MR. ENGEL: UCC committee. We think competition is 

good.

THE COURT: We can call them Uniform Commercial Code 

Committee, but they support --

MR. ENGEL: It's hard not to.

THE COURT: But they support the bondholder, not the 

subrogation.

MR. ENGEL: And I support the ad hoc, not the -- I 

think the ad hoc has a --

THE COURT: What do you support? What does your 

client want me to do? Same question I put to Ms. Dumas.

MR. ENGEL: Grant exclusivity for the ad hoc 

subrogation.

THE COURT: You mean break exclusivity?

MR. ENGEL: Yes.

THE COURT: Terminate it.

MR. ENGEL: Terminate it.

THE COURT: Let the ad hoc bond, or subro?

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MR. ENGEL: Subro. Yes.

THE COURT: Only?

MR. ENGEL: Yes.

THE COURT: Not the bond?

MR. ENGEL: I don't have a position on the bond.

THE COURT: Okay.

MR. ENGEL: On the notes.

THE COURT: Okay. So now, what argument do you want 

to make, if anymore, about whether I should or shouldn't do 

that? I mean, really, I can't --

MR. ENGEL: All right.

THE COURT: -- get bogged down on the blackout issue.

MR. ENGEL: Your Honor, you have a lot to do, and I 

don't want to take more than my -- I probably already have --

of my time. I simply wanted to bring to your attention that 

there are issues besides the financial issues that turn into 

financial issues, and they need to be considered.

THE COURT: But Mr. Engel, you're telling me basic 

stuff. And --

MR. ENGEL: Yeah.

THE COURT: -- I told you, if you get hit by a PG&E 

truck, there's going to be an administrative claim, unless you 

waive it. So I mean, it's the same issue and --

MR. ENGEL: The scale of --

THE COURT: -- I can't solve the problem.

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MR. ENGEL: The scale of the problem, Your Honor, is 

going to dwarf --

THE COURT: Of course, of course, of course.

MR. ENGEL: Yeah.

THE COURT: But there's no bankruptcy fix.

MR. ENGEL: A competing plan that works on this 

problem is a fix.

THE COURT: Okay. That's your argument.

MR. ENGEL: That's my argument.

THE COURT: Okay.

MR. ENGEL: Thank you.

THE COURT: Mr. Karotkin? I think you've said you'd 

like to have twenty or so, or less, so whatever you want.

MR. KAROTKIN: Yeah, thank you, Your Honor. Again, 

Stephen Karotkin, Weil, Gotshal & Manges, for the debtors.

I think Mr. Feldman indicated in his argument that if 

you were to keep exclusivity in effect until the debtor at 

least files its plan on September 9th, you said, I can assure 

you that people are going into a hole between now and September 

9th. 

Your Honor, I will assure you that the economic 

interest in these cases, these people are not going to go into 

a hole if we are given that right to do that. And in fact, I 

would venture to say, Your Honor, that that will spur 

negotiations because they will be very interested in giving us 

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input into the plan we're going to file. Negotiations will 

continue. The parties aren't going anywhere. There is too 

much at stake in these cases for these parties to take the rest 

of the month off. 

I think it's also important to note, and again, I 

think that this came up this morning, that the reasons that the 

negotiations have started to take place now in earnest is 

because of what I said earlier. We now have the legislation. 

The time now is ripe. There is always a ripe time in a Chapter 

11 case for the planned negotiations to start, and that's the 

reason they've started now, because now we have more clarity on 

the economics that have to be addressed in the plan, with the 

passage of the legislation. 

And I think that it's very telling that Mr. Feldman 

noted quite clearly about the ongoing, active negotiations that 

we, the debtors, are having with him and his constituency. And 

those negotiations are moving forward, virtually on a daily 

basis. 

Now, Your Honor, I don't want to repeat everything I 

said this morning. I think those comments are equally 

applicable. I don't think that, in view of the circumstances 

of this case, the recently enacted legislation, the estimation 

motion that's going to be before Your Honor tomorrow, the Tubbs 

stay motion --

And I think it's important, Your Honor, to note what 

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Ms. Dumas said earlier today. She said, until those issues are 

addressed, and I believe I'm stating it accurately, until those 

issues are addressed, the TCC is not even in a position to 

negotiate a plan. I think she said that quite clearly. And 

under those circumstances, there's no basis to terminate the 

exclusive periods because they effectively, with Mr. Feldman's 

group, are the fulcrum securities in this case --

THE COURT: Right.

MR. KAROTKIN: -- the fulcrum debt. Everyone else --

THE COURT: Well --

MR. KAROTKIN: -- will be paid in full --

THE COURT: -- that's obvious.

MR. KAROTKIN: -- and that's how this case is going 

to --

THE COURT: Well --

MR. KAROTKIN: -- unfold.

THE COURT: -- it's interesting that -- of course, Ms. 

Dumas speaks form the point of view of the victims who don't 

have an insurance backup, or people who suffered personal 

injury-type losses. Mr. Feldman didn't say he can't continue 

to negotiate with you. He can negotiate with you today whether 

I break exclusivity or not, and says he will, and you say he 

will.

MR. KAROTKIN: And he is.

THE COURT: Yeah, and I'm agreeing with that.

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MR. KAROTKIN: Okay.

THE COURT: So but I mean, it's hard for me to think 

that the TCC would not open the door and have a conversation 

with you. But again, if that's what their position is, it's 

their position. I don't want to decide that.

MR. KAROTKIN: No. We of course are more than willing 

to have conversations with them, but I think Ms. Dumas has made 

it abundantly clear they're not ready for those discussions 

yet. And I think that's important to note in the context of 

what's before Your Honor today. 

And again, with respect to the subrogation claimants' 

motion to terminate exclusivity, again, they say the same thing 

that the other group said, that the debtors have not been able 

to achieve a consensus with the creditor groups in these cases. 

And again, we're talking about, with the subrogation group and 

with the plaintiffs represented by Ms. Dumas. 

But again, let's look at their planned proposal. As 

with the ad hoc noteholder group, the only consensus they have 

is with themselves. They've also adopted the settlement that 

the debtors achieved with the public entities. And in fact, 

Your Honor, there's quite a remarkable statement in the 

subrogation claimants' motion as to the consensus that they 

tout, that's allegedly reflected in their plan. And I'm 

quoting from their motion, it says, "The ad hoc subrogation 

group has designed a plan that the ad hoc subrogation group 

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will support". What a wonderful revelation. And all this 

demonstrates is that, again --

THE COURT: I've never heard of somebody voting 

against his own plan.

MR. KAROTKIN: That would be a first, Your Honor. So 

they've successfully negotiated with themselves, again, like 

Mr. Qureshi's clients. Very good, that's quite a thing to 

accomplish in --

THE COURT: But come on.

MR. KAROTKIN: -- these cases.

THE COURT: I told Ms. Caton that I expect proponents 

to be feathering their nest, or they wouldn't be -- they're not 

doing this for charity's sake. 

MR. KAROTKIN: Again, but the debtors --

THE COURT: Yeah.

MR. KAROTKIN: -- are not feathering anybody's nests, 

and that's the difference here, Your Honor. I think you just 

put your finger on it.

THE COURT: Well, no. I understand your point. 

That's clear.

MR. KAROTKIN: And again, it's not hard to negotiate 

with the UCC in these cases because again, as you noted, Your 

Honor, their clients, their constituencies, are going to be 

paid in full, as will happen under any plan.

So what else does the subrogation plan term sheet 

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provide? Mandatory, convertible stock distributed to 

themselves, with an above market rate of interest, and the 

conversion rate at a substantial discount; and I'm sure that 

Mr. Bennett will go into that in more detail in a few minutes. 

It also provides for a distribution to the subrogation group of 

an excess of 15.8 billion dollars in value where, Your Honor, 

7-1/2 billion dollars of their claims are related to the Tubbs 

fire, which CAL FIRE has determined --

THE COURT: But I think Mr. Feldman conceded that if 

the Tubbs fire -- the issue is resolved favorable to PG&E, that 

whole thing changes. That whole analysis just goes out the 

window.

MR. KAROTKIN: But again, they're asking you to move 

forward with that plan, which provides for that --

THE COURT: Well --

MR. KAROTKIN: -- treatment --

THE COURT: -- I understand. I understand, but --

MR. KAROTKIN: -- that they have settled, Your Honor, 

for themselves --

THE COURT: Mr. Karotkin --

MR. KAROTKIN: -- okay?

THE COURT: -- I understand that. But you are adamant 

that your client and your side will win the Tubbs argument. 

And if you do, then you've done what your client wants done, 

and there are consequences that the Tubbs --

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MR. KAROTKIN: Right.

THE COURT: -- victims particularly suffer from, 

but -- or are stuck with -- but the point is it drives and 

influences how any plan is going to look.

MR. KAROTKIN: Exactly why --

THE COURT: If you eliminate --

MR. KAROTKIN: -- that plan should not go --

THE COURT: -- tens of billions --

MR. KAROTKIN: -- forward, Your Honor.

THE COURT: -- of dollars of claimants in one fell 

swoop, then it's easier to do their plan, right?

MR. KAROTKIN: That plan is not conditioned on an 

estimation hearing for the subrogation claimants as it is for 

the plaintiffs. What Mr. Feldman is asking you to do, Your 

Honor, is for this plan, with this treatment, to go forward in 

the absence of a determination of that issue. That their 

claims would be treated just as I described. 

And in fact, Your Honor, the only particularly 

relevant part of the subrogation claimants' motion is the quite 

accurate discussion of the infirmities of the ad hoc 

bondholders' plan. I think they do quite well at pointing 

those out, as have other parties and interests.

Again, I don't really want to repeat myself, but we 

have committed to file the plan by September 9th. I think 

we've demonstrated that there will be ample financing for that 

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plan. In fact, people will be clamoring to provide the 

financing for that plan once Your Honor determines the extent 

of the liability for the wildfire claims.

Again, the debtors, unlike any party in interest in 

these cases, have fiduciary duties. We've made the commitment 

to file the plan. Your Honor, we're talking about three weeks. 

As I said, during those three weeks, these parties aren't going 

anywhere --

THE COURT: Well, no. But --

MR. KAROTKIN: -- believe me.

THE COURT: -- come on. I predicted, and so you can 

tell me I got it right, you're not suggesting that come 

September 9th, everybody can -- you can have three plans, 

right?

MR. KAROTKIN: That's correct.

THE COURT: Okay. 

MR. KAROTKIN: But what I am saying, Your Honor, 

again, to repeat what I said --

THE COURT: Right.

MR. KAROTKIN: -- this morning, if people feel that we 

haven't complied, or are not moving these cases forward, or the 

plan is DOA, I will consent right here, Your Honor. They can 

file a motion on expedited notice to terminate exclusivity.

THE COURT: That's fine because I would let them do 

it, anyway. But what I want --

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MR. KAROTKIN: But they wouldn't have to make a 

motion.

THE COURT: But what I want you to tell me is this: 

Suppose it's September 9th. You file your plan, and am I 

right? That triggers the second segment of the 1121's 

extension, right?

MR. KAROTKIN: It does. However --

THE COURT: So --

MR. KAROTKIN: -- if I may?

THE COURT: Hum?

MR. KAROTKIN: If I may respond --

THE COURT: Yeah. Yeah, no.

MR. KAROTKIN: -- because I know where you're going.

THE COURT: No. No, respond. Answer. 

MR. KAROTKIN: Under the statute --

THE COURT: I won't even ask the question. Give me 

the answer.

MR. KAROTKIN: Under the statute, you have -- and the 

parties here can file a motion for you to terminate that 

immediately.

THE COURT: Yes, and --

MR. KAROTKIN: So it's the same remedy, Your Honor.

THE COURT: Well, okay.

MR. KAROTKIN: No one is being boxed in by that, 

and --

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THE COURT: But my recollection, and I haven't had 

occasion to go back and reread it again, but that starts in 

motion the second segment that maintains exclusivity to get 

to -- is it confirmation or acceptance? I've forgotten which. 

MR. KAROTKIN: I believe it's confirmation.

THE COURT: Confirmation? Okay. 

MR. KAROTKIN: However --

THE COURT: And realistically, that's not likely. It 

could happen under your time line, but maybe would have to be 

extended in any event. But that's okay.

MR. KAROTKIN: If we're moving forward, but it --

THE COURT: I'll worry about that later.

MR. KAROTKIN: Okay. But again, nothing precludes you 

from terminating that --

THE COURT: No, I know.

MR. KAROTKIN: -- second period as well, if cause can 

be demonstrated.

THE COURT: No, I know that. I just -- okay.

MR. KAROTKIN: So there's no prejudice as a result of 

the additional time built into the statute.

THE COURT: That's the way I read it, too.

MR. KAROTKIN: Okay. Thank you, sir.

THE COURT: So okay. Mr. Bennett, were you going to 

be heard again, or was someone else?

MR. BENNETT: Yes, Your Honor.

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THE COURT: Same request, that we not repeat what you 

said before, but --

MR. BENNETT: There will be no repetition.

So I just want to follow up on the colloquy you've 

been having -- excuse me, Bruce Bennett, Jones Day, on behalf 

of the equity holders. 

I want to follow up on the colloquy you've been having 

with Mr. Karotkin. There is another advantage to allowing the 

debtor to allowing the debtor to fully flesh out a plan and 

file it on the 9th, because the plan that would be filed on the 

9th -- and by the way, you said by the 9th; I'm hoping it would 

be sooner.

THE COURT: Do you want to negotiate? Shall I make it 

the 7th?

MR. BENNETT: If that solves the problem, sure.

THE COURT: I'm not negotiating.

MR. KAROTKIN: Now he's speaking for me.

MR. BENNETT: One of the things that the plan on the 

9th will have clear, crisp, not arguable, you'll be able to see 

it, every party interest will see it, will be plan value. It 

will be at least the plan value suggested by the commitments 

that have been filed, that the commitments of form of which 

have been filed, but have been submitted --

THE COURT: You mean, that was filed yesterday, the --

MR. BENNETT: Yes. Yes. And the debtors have 

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indicated they want to have some negotiations with respect to 

that document, so it's conceivable it could be different. But 

it will at least be a crisp plan value that has been 

established by a plan document.

And then, returning a little bit to this morning, if 

the bondholders want to match it or exceed it, that'd be great. 

What we wouldn't be talking about, opening the gates to a plan 

that values the company at a third of plan value, because that, 

of course, would be a ridiculous thing to do.

So there's an advantage because you'll have a 

benchmark, because other people will know what the benchmark 

is. They kind of already do. It's a high number. Let's see 

if people beat it.

Okay. I want to come back to, and just focus on, the 

subrogation plan, as Mr. Karotkin foreshadowed I would. First 

your observations about blanks. Blanks are a problem. They 

don't facilitate competition. When you have a blank, what are 

you competing against?

THE COURT: Well, but Mr. Feldman did offer to fill in 

if I asked him to.

MR. BENNETT: What I'm saying is that, in this 

context -- and frankly, they should have had them before. And 

if the effect of them was to change the reality of the cases in 

their view, I mean, they're already -- their view is, we think, 

very out of balance.

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THE COURT: Right.

MR. BENNETT: But I will say, having blanks means it's 

hard to see how to compete, or deal with it. That's number 1.

Number 2, not going to repeat anything here, but their 

plan also awards post-petition interest at a contract rate. So 

incorporate by reference here. That may be okay if equity 

approves the plan and votes to accept the plan.

THE COURT: Well, of course.

MR. BENNETT: It is not okay if equity doesn't --

THE COURT: Right.

MR. BENNETT: -- accept the plan. And the plan that's 

been proposed by the subrogation group has a significant 

dilution to equity. 

So what are the problems with the way they went about 

it? Well, first of all, as Mr. Karotkin said, they settled 

with themselves. And I have a different, important sentence 

that I would quote from their own -- their papers, the 

subrogation group papers. And that sentence is, "If only 

exclusivity is terminated, the subrogation plan proposes a 

reasonable settlement of Tubbs liability that could be approved 

through the plan confirmation process".

Well, as we said in the papers that we submitted to 

Your Honor, that statement is just wrong. The cases don't say, 

someone's proposal gets subjected to lowest bounds of 

reasonableness. You have to have an agreement that's been 

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negotiated on some arm's length basis, or some other reason to 

believe that there was tension that resulted in an agreement 

that is then to be examined, pursuant to what are, frankly, 

sometimes relaxed circumstances.

But that didn't happen. They just made up a number. 

They said, we don't want to negotiate a number, we want to 

announce the number. And then we want to come to you and 

judge -- we want to convince you, Judge, that it's reasonable. 

That's not what approvement of settlement is like in a 

bankruptcy case. That's actually asking for the Court to do 

something at a confirmation hearing that is beyond its power. 

So in Your Honor's test about the potential confirmability or 

credibility of the plan, this fails on that basis alone. But 

let's take another step.

They proposed a vehicle for settling their claims in 

other than cash. It is a mandatory convertible preferred 

stock.

THE COURT: Um-hum.

MR. BENNETT: It's a little bit exotic, but not that 

exotic because it was actually used, essentially the same 

structure, in the American Airlines --

THE COURT: Yeah, that's what --

MR. BENNETT: -- bankruptcy case.

THE COURT: -- they said.

MR. BENNETT: Which they said. But what they didn't 

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say is what were the terms in the American Airlines case. Two 

terms that are relevant.

Most important one, in this case, what the subrogation 

claimants want to do is that when they convert the mandatory, 

convertible debt, or preferred stock -- it's really preferred 

stock -- into equity, they want to do it at a fifteen percent 

discount from the --

THE COURT: They said a discount, and it's staged 

upward, right?

MR. BENNETT: -- from the then market price.

THE COURT: Right.

MR. BENNETT: And that's a market that will be an 

established market, because there will be lots of equity.

THE COURT: Right.

MR. BENNETT: Fifteen percent discount. And by the 

way, this is a utility. So utilities have relatively stable 

market values, once they get past the trauma we have here.

THE COURT: That's what I thought.

MR. BENNETT: American Airlines, not quite a utility. 

Airline stocks are much more value -- much more volatile.

THE COURT: Volatile.

MR. BENNETT: What was their discount? 3.5 percent. 

So once again, people didn't miss kind of market marks 

by a little; they missed them by a lot: 3.5 percent versus 15 

percent. The fifteen percent discount is smuggling more value. 

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So when they say, we want a security that says, preferred stock 

of 15.8 billion, but where it's going to get another fifteen 

percent discount when it's mandatorily converted, that 

increases its value an additional --

THE COURT: Um-hum.

MR. BENNETT: -- twelve, thirteen percent.

THE COURT: No, I understand. 

MR. BENNETT: The next thing --

THE COURT: Very simple math.

MR. BENNETT: -- they did, pick rate. The pick rate 

that they chose was eight percent. Again, utility, eight 

percent rate, American Airlines, six percent. In fact, if they 

were trying to make a good faith proposal for this kind of 

security in the context of a utility, both of those numbers, 

both the discount and the pick rate would be inside, less than 

the examples in American Airlines, not significantly greater.

If Your Honor was really wide awake last night, and 

you were reading all the little details that are embedded in --

THE COURT: Wait a minute.

MR. BENNETT: -- the commitment --

THE COURT: Why are you speculating on if?

MR. BENNETT: Right. So you were wide awake last 

night, and you noticed that we actually picked up this security 

idea, but basically used terms that are closer to the American 

Airlines' terms and said, you know something? This is one of 

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the flexibility features that we thought the debtor might like, 

and they do like. We said, if you want a security like that, 

we think that's okay, but these are the terms that would make 

sense for it. So to the extent that people worry about us 

negotiating, we're paying attention to what people are saying. 

We're trying to create things that are responsive to what 

people are talking about.

But again, let's focus on this plan. The plan they've 

asked you to open the gates to be considered. Apart from being 

filled with blanks, it has a proposal for settling with 

themselves and gives them a huge amount of money. I estimate, 

but you kind of have to break out figures that aren't broken 

out, that it's more than 4.3 billion dollars. It's probably 

even more than that, but it's at least 4.3 billion dollars is 

attributable to Tubbs claims.

And Your Honor, I don't think it's fair to just 

describe the Tubbs claim as a disagreement as to whether or not 

PG&E's liable, because, as I think Your Honor knows, because 

you live here and because it's probably even mentioned before 

in some of the papers that you read for preparing for tomorrow, 

CAL FIRE took that one very seriously. There was an 18-month 

investigation, two investigative teams, and they have 

concluded. The only independent actor that's looked at this 

fire that's worth paying attention to has concluded that PG&E 

did not cause the fire. That's where we are today.

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So on that set of facts, they chose to award 

themselves at least 4.3 billion dollars to create a security 

that gives them an additional leg up by at least twelve or 

thirteen percent, plus an additional margin, to cover the fact 

that the pick rate is a couple of points higher than at least 

one comparable that was in another, major bankruptcy case.

So for these reasons, again, I go back to is the 

debtor being obstinate or exercising coercive powers by saying, 

we're not interested in doing this? Of course not. They're 

interested in reaching a deal that makes sense in light of the 

only findings on the field with respect to the Tubbs claim, and 

this does it. And so --

THE COURT: Okay. I need to wrap you up, here. I 

appreciate it.

MR. BENNETT: -- for these reasons, Your Honor should 

not --

THE COURT: Okay.

MR. BENNETT: -- terminate exclusivity --

THE COURT: Thank you, Mr. Bennett.

MR. BENNETT: -- to allow the (indiscernible). 

THE COURT: Appreciate it. Appreciate your comments.

MR. BENNETT: Thank you.

THE COURT: Mr. Dunne?

MR. SILVERSTEIN: Your Honor, Paul Silverstein for 

Columbus Hill. Three short sentences, if I may?

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THE COURT: Well, only if you have anything else to 

add, Mr. Silverstein. I got your comment for --

MR. SILVERSTEIN: I think I do. You'll be the judge 

of that, if I may. Three short sentences. 

One, efforts to reach a settlement on the aggregate of 

wildfire claims and subrogation claims should, of course, 

continue, and they will. That has nothing whatsoever to do 

with exclusivity under 1121. 

Two, as I indicated before, we believe that all 

creditors are (indiscernible) under section 1124 of the Code, 

including subrogation claims because their liquidated, allowed 

claims will be paid in full. 

Three, terminating exclusivity here can only lead to a 

litigated case here. That is a very bad thing. Time, money, 

and paramountly distraction from what has to be done here. 

Therefore, we respectfully request that you honor and respect 

the debtors' request to continue -- or not to terminate 

exclusivity because it has indicated it is filing a plan before 

September 9th, or on September 9th. And I thank you for the 

time.

THE COURT: Thank you, Mr. Silverstein. 

Ms. Dunne?

MR. DUNNE: For The record, Dennis Dunne for Milbank, 

on behalf of the Official Committee of Unsecured Creditors. 

I'll only take up a couple of minutes, Your Honor.

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First let me start off with the colloquy that you had 

both with Mr. Karotkin and Mr. Bennett. Two quick points. 

Mr. Karotkin's notion of independence, this is an 

unusual case where the board was actually replaced during the 

Chapter 11 by handpicked designees of Mr. Bennett's group; Mr. 

Karotkin reports to that board. What was filed, it's not 

surprising to me that it looks like what equity would like to 

have happen here, and that's just the reality that we're 

dealing with. But it goes to the notion that this case is 

different in terms of the roles that the debtors may be 

playing.

The second is this notion that we'll file a plan in 

three weeks I think is a red herring, Your Honor. Said this 

way, we want the debtors to file a plan in three weeks. It 

doesn't change the fact that I think Your Honor has to rule on 

the motion to terminate exclusivity, and it doesn't militate 

denial of that motion --

THE COURT: Right.

MR. DUNNE: -- because the worst-case scenario would 

be three weeks from now, we find that that plan is infirm or 

DOA, and what Mr. Karotkin says is, let's do it all over again.

THE COURT: Yeah. I mean, that's the --

MR. DUNNE: Let's come back here and litigate 

exclusivity.

THE COURT: I mean, that's the same point we discussed 

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earlier --

MR. DUNNE: Right.

THE COURT: -- isn't it?

MR. DUNNE: So now let me -- more happy moment is that 

I'm actually now aligned with Mr. Karotkin and Mr. Bennett with 

respect to the motion of the ad hoc subrogation claimants. But 

unlike them, we're at a different perspective because we were 

actually supporting the motion to terminate with respect to the 

ad hoc bondholder group and opposing it with respect to the ad 

hoc subrogation. So I'd like to take just one minute to 

explain --

THE COURT: Yes, sir.

MR. DUNNE: -- why.

THE COURT: Please.

MR. DUNNE: On the one hand this plan, and there's 

been much comment about it has a number of blanks and also 

proposes to settle their own claims at levels that don't look 

like it's comparable to similar settlements. That's not why we 

are opposing the motion. That's in the, it's not surprising to 

see a plan proponent feather their nest category that Your 

Honor had mentioned earlier. 

Why? We think the barrier to entry, the ticket to the 

dance, Your Honor, is a natural limitation here on who can file 

a plan and proceed to prosecute it. What do I mean by that? A 

plan proponent must be able to raise billions of dollars to 

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satisfy the tort claimants and there was no checkbook behind 

this. Other than their conversion of their own claims to 

equity, where were the dollars to deal at some reasonable 

amount with the wildfire victims?

And so where we would land, Your Honor, is the

official committee would deny the motion without prejudice to 

returning at some point with the checkbook.

THE COURT: Thank you. Ms. Dumas, are you going to 

speak?

MS. DUMAS: Yes, sir.

THE COURT: Do you wish? Okay. Well, I'm going to 

let you speak, and then I'm going to let Mr. Feldman have the 

closing comments.

MS. DUMAS: Thank you, Your Honor. Cecily Dumas, 

BakerHostetler, on behalf of the official committee of tort 

claimants. During the break I was told that I was not forceful 

enough with respect to what the TCC's committee is -- or 

position is. So let me just take a moment to clarify.

Number one, neither the debtor, in any discussions 

we've had, nor the two plan proponents have set forth proposals 

that are remotely acceptable to the TCC. Every one is a 

nonstarter. Why is every one a nonstarter? Because all of the 

parties start from the proposition that PG&E will be found not 

liable for Tubbs, there is no value to be attributed to 

personal injuries, and the other uninsured losses, which is 

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primarily loss of vegetation, trees, et cetera, is a valueless 

number. So for purposes of the other parties coming in to give 

you choice and competition, they are echoing the debtors' 

position. So that doesn't get us anywhere, to have competition 

without better offers to the tort claimants. 

In whatever way we can get more meaningful offers to 

the tort claimants, that we can commence a dialogue that is 

more realistic from our perspective, by all means, let's do 

that. If that means lifting exclusivity for all plans to get 

everybody to talk to us in more meaningful terms -- and more 

meaningful terms simply means assessment of the litigation risk 

of losing, as opposed to every single plan proponent assuming 

the victims lose on every issue. 

Yes, we all know what the subrogation losses are 

because they file with the department of insurance. They have 

actually made payments. 

THE COURT: Right.

MS. DUMAS: So there's a question mark there only with 

respect to the debtors' liability for Tubbs. But everyone who 

is approaching this process from a financial perspective is 

assuming we cannot establish the billions of dollars of harm 

caused by the emotional distress, the billions of dollars 

caused by loss of vegetation, which is not covered by 

homeowner's insurance, and Tubbs. So we are far apart with 

everybody.

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If anybody believes that lifting exclusivity will make 

all plan proponents deal with a more fair and balanced risk 

analysis with respect to the tort claimants, then we're all in 

favor of lifting exclusivity. It may not, however, do the 

trick, which is why I said in my first presentation, we need to 

understand the claims pool, we need to understand what the 

Court is going to do with Tubbs liability.

So I hope that that satisfied my constituents that we 

have a position. We are not, however, optimistic that simply 

lifting exclusivity will solve the problem of the intractable 

gulf between the uninsured portion of the tort claims and all 

plan proponents currently.

So I'm not splitting hairs like the Official Committee 

of Unsecured Creditors. Mr. Dunne indicated that, lift it to 

the bondholders, but not the insurance companies, that is not 

the TCC's position. If it's lifted, it should be lifted as to 

all plan proponents. Mr. Dunne's constituent is, as I've said 

in the past, a very small remaining pool of trade creditors, a 

little over 5 billion in banks, and the bondholders, so --

THE COURT: Okay. Got you.

MS. DUMAS: -- you understand that.

THE COURT: Thank you very much, Ms. Dumas.

MS. DUMAS: Thank you.

THE COURT: Mr. Feldman, you're the closer. I'm going 

to let you wrap it up, and then we're going to adjourn for the 

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day.

MR. FELDMAN: Thank you, Your Honor. Just a few 

points in response.

First of all, somewhat surprised I agreed with the 

first eighty percent of what Mr. Dunne had to say. It was only 

that last twenty percent that was problematic.

But actually, Mr. Dunne's point is worth pausing on, 

and it really ties back to what Ms. Dumas just said. We could 

put numbers into the term sheet. We'll put numbers into a plan 

if we have to file them, and we'll demonstrate we can raise the 

capital. But to do that takes a position on how much the tort 

victims are owed and the likelihood of success on their claims. 

We're not in a position to weigh in on that. 

We've heard what Ms. Dumas and her colleagues have to 

say about those claims. This Court is going to have to give 

guidance to people --

THE COURT: I mean, look.

MR. FELDMAN: -- to be able to do that.

THE COURT: It's enormously vast, but parties can 

negotiate to that resolution, so there never is a 

determination.

MR. FELDMAN: We have -- and again, I don't want to 

sort of open the curtain.

THE COURT: No. I don't want you to.

MR. FELDMAN: We do discuss -- we have regularly 

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discussed that way. Progress is a different issue --

THE COURT: Okay.

MR. FELDMAN: -- and we will continue to try to make 

progress.

THE COURT: Okay. But I'm only thinking of it this 

way: I've heard several times, and a fly on the wall would 

have heard today, why doesn't the judge make the estimation and 

deal with this exclusivity stuff later? Well, the answer is, 

first of all, I can't deal with it so quickly, if I can deal 

with it at all. And secondly, though, you know, the obvious, 

the victims, through their representatives, and the debtors' 

representatives, or your clients, or the bondholders, they can 

negotiate a resolution. It might mean more money, but it's a 

resolution without a debate. 

MR. FELDMAN: Correct. But that's Ms. Dumas' point 

that we adopt, which is if you modify exclusivity or terminate 

exclusivity, it will foster those conversations.

THE COURT: I know. Okay.

MR. FELDMAN: Two final points.

THE COURT: Got it.

MR. FELDMAN: One, I'd like to thank Mr. Bennett for 

making the point that by putting out our version of equity, 

that allowed him to adopt it on a more competitive basis. 

That's exactly what multiple plans will provide in this case. 

Had we never filed that term sheet, I don't know what their 

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commitments would have looked like, but they certainly wouldn't 

have been more competitive than our commitments.

Number two, Your Honor, I hear what Mr. Karotkin says 

and I hear what Mr. Bennett says, but here we are, three weeks, 

three and a half weeks from September 9th. I haven't seen the 

plan. I don't know what it looks like. I'm one of the two 

impaired classes in the case. I can guarantee Ms. Dumas has 

not seen that plan, has not seen an outline of that plan. So 

the idea that them maintaining exclusivity -- and it's not to 

September 9th; it's to September 9th and beyond -- is going to 

take us into a negotiation over what that plan looks like, is a 

fallacy.

Last point -- I know I said this was the last. I have 

one more I wanted to make. We would be happy with cash. If 

people want to pay us cash, we don't need securities. We tried 

to come up with a proposal that would allow the company to 

reorganize --

THE COURT: Well --

MR. FELDMAN: -- without having to --

THE COURT: -- Mr. Bennett and Mr. Karotkin --

MR. FELDMAN: -- pay us cash.

THE COURT: -- will tell you, just pay yourself all 

the cash you want, right?

MR. FELDMAN: Well, no, no. If Mr. Bennett's clients 

want to raise the capital and pay us in cash, we're happy to 

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take that cash; there's no arguments from us.

The last point, on the settling with ourselves, that 

settlement still has to be reasonable. And as things develop 

and as more is learned, obviously --

THE COURT: Anybody listening to me --

MR. FELDMAN: -- that will have an impact on it.

THE COURT: -- would know that I wasn't overwhelmed by 

the argument that someone who proposed a plan shouldn't be 

feathering his own nest.

Mr. Feldman, thank you.

MR. FELDMAN: Thank you, Your Honor.

THE COURT: I want to thank all the counsel and all 

the parties for the long morning and, slightly, afternoon, and 

tell you that today's arguments suggest to me that tomorrow is 

going to be difficult, and maybe we won't be able to conclude 

the presentation tomorrow. I will stick with what I posted, at 

least, as my anticipated allocations, but -- and I wish we had 

a simpler problem for the next-door courtroom, but we don't. I 

will be as flexible as I can be about the motions tomorrow and 

the time allocations and the importance of every position for 

every party. 

I have a bunch of questions for counsel tomorrow, and 

if necessary I will adjourn to another day if necessary. So 

for those who have to travel and so one, I'll try to 

accommodate everybody. But just be flexible. I'll be 

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flexible, and I'll see you all tomorrow morning. 

Thank you for your time. 

And the motions, the two motions for termination of 

exclusivity are submitted now for decision.

(Whereupon these proceedings were concluded at 12:46 PM)

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C E R T I F I C A T I O N

I, Clara Rubin, certify that the foregoing transcript is a true 

and accurate record of the proceedings.

________________________________________ 

/s/ CLARA RUBIN

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: August 13, 2019

Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 165

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

$

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PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

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 83:9;101:4;107:25;

 108:2;121:17;131:17;

 132:11,19;136:5;

 149:10,23;153:6

banks (2)

 15:25;159:19

bar (2)

 92:10;97:4

barely (1)

 98:19

bargain (1)

 28:12

bargain-basement (1)

 27:11

barrier (1)

 156:22

bars (1)

 10:6

baseball (2)

 116:16,17

based (12)

 12:14;44:12;72:24;

 75:19;76:18,22;91:11;

 92:13,14;95:3;97:15;

 128:20

basic (3)

 35:14;70:2;135:18

basically (3)

 131:21,24;151:24

basis (8)

 64:10;79:24;118:3;

 137:18;138:5;149:1,

 13;161:23

basket (3)

 24:8;82:23,24

battle (1)

 17:7

Bay (1)

 8:3

bear (2)

 23:16;29:2

beat (1)

 147:13

became (1)

 68:2

become (1)

 82:18

begin (1)

 67:6

beginning (1)

 40:3

behalf (17)

 14:3;16:1,22;30:13;

 44:5;46:7;66:14;81:17;

 82:20;89:24;105:23;

 110:19;113:19;114:20;

 146:5;154:24;157:15

behest (1)

 17:23

behind (2)

 109:4;157:1

believes (4)

 95:12;109:17,24;

 159:1

benchmark (2)

 147:11,11

beneficial (1)

 44:20

benefit (5)

 12:12;30:19;52:18;

 59:2;104:12

benefits (2)

 53:10;122:9

benign (2)

 7:20,23

Bennet's (1)

 66:3

Bennett (132)

 47:9;51:4;58:7;66:2,

 8,10,13,13;67:16,20,

 22,24;68:22,24;69:6,

 11,15,20,21,25;70:4,6,

 8,14,16,21,23;71:1,4,7,

 9,12,15;72:8,12;73:8,9,

 11,17,19,21,25;74:3,7,

 12,14,16,19,21,23,25;

 75:3,7,8,11,18,22,25;

 76:2,5,7,9,14,17,22,25;

 77:3,5,20;78:11,13,22;

 79:1,4,7,9,11,13,15,17,

 20;80:1,13,17,20,23;

 81:5;83:23;85:19;

 87:16;98:14;99:14;

 100:17;101:10;105:25;

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(2) analysis - Bennett Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 167

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 122:1;124:25;141:4;

 145:23,25;146:3,5,15,

 18,25;147:21;148:2,9,

 11;149:19,23,25;

 150:10,12,15,19,22;

 151:6,8,10,20,22;

 153:15,18,19,20,22;

 155:2;156:5;161:21;

 162:4,20

Bennett's (7)

 57:6;65:4;100:8;

 103:5;121:13;155:5;

 162:24

besides (1)

 135:16

best (14)

 9:14;10:19;30:24;

 38:18;67:22;82:21;

 95:4,17;96:1,15;

 102:14;106:21;108:10;

 128:24

bet (1)

 127:16

Beth (1)

 44:4

better (10)

 27:24;33:14;34:24;

 73:16;77:13;96:6;98:1;

 100:7;124:17;158:5

beyond (3)

 10:8;149:11;162:10

bids (3)

 97:16;100:4,5

big (7)

 59:13;68:16;70:5;

 75:16;85:12;96:16;

 101:15

bigger (1)

 71:5

big-ticket (3)

 28:9,10;71:12

bill (1)

 49:15

billion (26)

 15:18,24;22:6;24:25;

 26:25;27:5,25;28:7;

 44:7;57:9,21;58:12;

 71:13;73:3;101:4;

 102:16;104:6,18;

 108:24;141:6,7;151:2;

 152:13,14;153:2;

 159:19

billion-dollar (1)

 103:19

billions (10)

 16:6;24:18;34:25;

 42:23;71:25;83:18;

 142:8;156:25;158:21,

 22

bind (1)

 104:17

Binder (1)

 39:2

binding (3)

 50:8;104:2;106:16

bit (12)

 15:13;46:16,21;67:9;

 72:15,18;77:13;81:22;

 82:7;111:8;147:5;

 149:19

blackout (1)

 135:12

blackouts (3)

 131:10,14;133:24

blank (2)

 19:4;147:17

blanks (7)

 122:12;124:1;

 147:16,16;148:2;

 152:10;156:16

blatantly (1)

 104:15

Blumenstiel's (1)

 112:20

bluntly (1)

 95:12

board (3)

 121:21;155:4,6

bogged (1)

 135:12

BOKF (4)

 14:12;44:5;45:15,20

bond (9)

 69:22;70:14,16;

 71:18;78:3;99:17;

 134:25;135:4,5

bondholder (15)

 35:25;62:4;67:2;

 73:5;91:7;93:20;95:1;

 99:5;106:2;107:9;

 110:4;113:2;117:17;

 134:13;156:9

bondholders (21)

 16:17;35:13;66:21;

 70:13;73:2,7,10;77:25;

 78:5;79:22;91:24;

 100:12,18;117:3;

 120:5;124:15,16;

 147:6;159:15,19;

 161:12

bondholders' (10)

 40:17;42:15;68:19,

 24;69:16;70:18;72:3;

 73:11;94:20;142:21

bondholder's (2)

 109:22;119:11

bonds (11)

 65:14,15;68:14,18;

 71:21,21,23;78:2;

 117:21;121:25;128:1

both (29)

 11:3,6;12:7;14:6;

 16:14;40:18;42:14;

 43:23;44:21;45:13;

 48:22;63:2,4;64:15;

 68:10;73:15;75:19;

 76:18;78:2;87:13;

 94:23,25;95:1;114:2;

 118:1;124:12;151:14,

 15;155:2

bought (1)

 131:23

bound (2)

 86:17;106:14

bounds (1)

 148:24

box (3)

 25:21;41:25;119:12

boxed (1)

 144:24

bracket (1)

 57:11

Brad (1)

 38:11

break (21)

 31:21;33:19;59:23;

 90:18,19;99:7,16,21;

 108:25;110:6,11,11,16;

 111:24;112:7;126:17,

 21;134:21;138:22;

 152:12;157:16

bridge (2)

 10:24;43:21

brief (9)

 14:15;44:7;46:2,5,6,

 13;77:6;87:12;99:3

briefly (1)

 87:6

bring (2)

 8:12;135:15

bringing (1)

 82:10

broad (4)

 67:25;102:7;115:8;

 116:8

broadly (1)

 68:6

broken (1)

 152:12

broker (3)

 62:16;102:23;104:22

Brotherhood (1)

 38:12

brought (3)

 21:15;25:8;117:25

BROWNSTEIN (4)

 44:4,5;45:22,23

Bruce (2)

 66:13;146:5

build (1)

 103:14

built (1)

 145:20

bullets (1)

 36:24

bunch (3)

 18:2;33:10;163:22

burden (1)

 88:11

burn (1)

 34:5

business (5)

 7:11;24:15;76:10;

 78:15;93:11

businesses (1)

 16:6

buy (4)

 48:5,9;78:6,9

C

CAL (2)

 141:8;152:21

calculated (1)

 85:20

calculates (1)

 52:11

calculation (1)

 45:24

calculations (1)

 69:13

CALIFORNIA (8)

 7:1;8:9;16:5,6,9;

 114:12;131:16,25

Call (11)

 7:3;22:25;28:8;38:8;

 46:4;59:16;95:6,6;

 112:1;123:13;134:10

called (4)

 11:14;41:7,7;72:2

calls (1)

 75:5

came (7)

 58:11;64:25;69:9;

 78:18;117:7;125:1;

 137:6

Camp (1)

 7:20

can (80)

 8:3;9:14;10:19;19:8,

 21;25:21;31:21;33:5;

 36:15;38:3;40:14,21;

 43:11,18;49:13,16;

 55:22;58:3;59:12;

 61:11;64:8;65:17;72:5;

 75:3;80:18;85:11,11;

 86:18;88:22;93:17;

 95:6,8,25;96:9,16;97:2,

 17;99:18;100:14;

 101:14,16,18;103:15;

 104:18;105:20;106:5,

 25;110:10,24;111:9,9;

 122:16;123:3;126:14;

 128:3,8;129:15;131:6;

 132:18;133:21,23;

 134:10;136:18;138:21;

 143:11,13,13,22;

 144:19;145:16;154:13;

 156:23;158:6,7;

 160:10,19;161:9,12;

 162:7;163:19

candid (1)

 60:17

candidly (1)

 122:4

cap (1)

 27:25

capability (4)

 40:7,11,12,13

capable (3)

 8:25;9:9;92:8

capital (18)

 22:5;58:18;59:6,8;

 87:10;101:4,5,6;

 102:16;108:23;109:4;

 120:9;121:18;124:23,

 24;125:3;160:11;

 162:25

cap-trust (1)

 93:21

car (1)

 115:3

Cardelucci (12)

 69:8,9;85:23,25;

 100:10,11;106:13,16,

 25;107:7,8,13

care (2)

 37:2;131:4

career (1)

 35:5

careful (1)

 80:7

carriers (2)

 114:1,20

case (55)

 8:14;11:12,12,25;

 13:12;15:17;20:23,25;

 24:19;25:7,11,25;35:5,

 8;42:23;47:25;48:10;

 56:7;60:25;67:2;69:4,

 6,10;71:18;77:22;

 80:25;81:2;83:19;

 85:23;93:10;98:20;

 100:10,12;101:12;

 103:7;108:5;114:16;

 115:17;121:11;122:2,

 9;137:10,22;138:7,13;

 149:10,23;150:1,3;

 153:6;154:14;155:4,9;

 161:24;162:7

cases (46)

 16:15;19:10;21:11,

 14;24:17;25:1,15;26:4;

 27:1;37:15;44:10;48:4;

 52:20;53:3;54:9,22;

 55:17,18;58:20;60:16;

 61:9;77:20,23;82:3;

 86:11,15;88:24,25;

 90:5;107:13;116:23;

 118:1,15,15,18;125:9;

 129:5;136:22;137:3;

 139:14;140:10,22;

 143:5,21;147:23;

 148:23

cash (9)

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(3) Bennett's - cash Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 168

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 26:25;27:4;149:16;

 162:14,15,21,23,25;

 163:1

catch (1)

 127:8

categorical (1)

 107:20

Categorically (2)

 65:16,19

categories (1)

 16:3

category (1)

 156:20

Caton (33)

 47:9;81:13,16,16;

 83:5,8,13,17,22;84:2,5,

 8,12,15,21,24;85:2,5,7,

 10,14,17,24;86:2,5,7,9,

 11,15,19,25;87:1;

 140:11

cause (7)

 10:14;88:11,12;

 101:18;115:20;145:16;

 152:25

caused (3)

 91:19;158:22,23

CCA (1)

 131:22

Cecily (2)

 89:23;157:14

cede (8)

 14:6,11;26:22;38:4;

 99:23;113:7;125:21;

 129:7

center (2)

 133:3,5

centerpiece (2)

 26:24;72:3

cents (5)

 41:21;51:8;52:11,12,

 13

Certainly (11)

 11:19;12:16;21:4;

 24:20;84:2;96:5;99:14,

 14;101:13;129:4;162:1

certainty (1)

 24:22

cetera (1)

 158:1

chairs (1)

 112:16

challenging (1)

 92:6

chance (5)

 33:5;61:4;80:9;

 98:19;122:23

chances (1)

 69:16

change (7)

 13:24;35:19;43:18;

 75:16;76:10;147:23;

 155:15

changed (1)

 8:14

changes (4)

 29:3;76:3,6;141:11

chaos (1)

 15:5

chaotic (1)

 15:9

Chapter (9)

 25:17;45:7;55:8,17;

 87:18;88:21;100:23;

 137:9;155:5

characterized (1)

 16:18

charged (1)

 114:13

charity (1)

 58:5

charity's (1)

 140:13

check (1)

 25:21

checkbook (2)

 157:1,7

checked (1)

 41:25

checks (1)

 35:1

choice (4)

 95:9,9,9;158:3

choices (4)

 94:22;95:2;98:2,3

chop (3)

 30:3;33:6;37:10

chopped (1)

 30:3

chopping (1)

 30:6

chose (2)

 151:11;153:1

chunks (1)

 66:20

Circuit (8)

 25:14;51:6;69:2,6;

 70:24;86:10,16,17

circumstance (2)

 70:10;93:8

circumstances (7)

 8:12;44:19;61:23;

 88:24;137:21;138:5;

 149:4

cite (1)

 25:15

City (1)

 133:17

claim (8)

 15:20;19:23;97:5;

 119:20;124:13;135:22;

 152:17;153:11

claimants (27)

 32:2;33:6;34:2;

 43:14;50:14;51:7;53:2,

 3;69:22;82:12;83:20;

 85:8;87:22;89:25;94:7;

 97:17;110:19;114:20;

 142:10,13;150:4;

 156:6;157:1,16;158:5,

 7;159:3

claimants' (3)

 139:11,22;142:19

claimholders (2)

 93:25;98:18

claims (75)

 23:23,25;27:7;33:8;

 42:21;49:9,20;51:10;

 52:17;53:2,5,5,8;55:10,

 11;61:20;62:7;75:23;

 76:11;78:3,3;80:25;

 81:1;82:5,10;83:19,19;

 84:8;87:20,25;92:9,14,

 17,22,24,25;113:20;

 114:2,4,8,10,11,18,23;

 115:16,21,21;117:19;

 120:14,15;121:1,12,20;

 122:11;123:19;124:18;

 125:3;131:19;132:6,

 16;141:7;142:17;

 143:3;149:15;152:15;

 154:6,6,11,12;156:17;

 157:2;159:6,11;

 160:12,15

claims-estimation (1)

 89:3

clamoring (1)

 143:1

clarify (4)

 40:16;114:21;116:2;

 157:18

clarity (1)

 137:11

class (5)

 43:14;49:14;106:18;

 107:9,9

classes (6)

 22:20;42:16;43:13;

 68:25;113:22;162:7

classic (3)

 54:22;108:6,8

clean (2)

 75:19;129:20

clear (19)

 13:12;16:13;27:22;

 28:19;36:22;49:5;

 60:15;62:7;64:22;

 71:10;76:19;78:12;

 89:14;107:17,19;

 116:13;139:8;140:20;

 146:19

cleared (1)

 67:6

clearer (2)

 64:18,18

Clearly (5)

 48:10;55:17;60:14;

 137:15;138:4

CLERK (3)

 7:4,9;112:9

client (7)

 64:5;90:25;91:13;

 97:24;134:18;141:23,

 24

clients (23)

 37:6;49:6;57:6;68:2,

 4;69:24;74:12;81:19,

 22,24;94:14;95:5;96:7;

 98:1;115:3,22;117:18;

 121:13;126:2;140:7,

 23;161:12;162:24

cloak (1)

 103:7

close (1)

 133:6

closer (8)

 8:13;31:16;69:7;

 82:10;105:17;109:16;

 151:24;159:24

closing (4)

 20:20;87:2;99:6;

 157:13

clue (1)

 78:7

cobbled (1)

 21:18

cocounsel (1)

 87:9

Code (7)

 25:16;49:14;62:16,

 18;121:17;134:10;

 154:10

coercion (1)

 77:22

coercive (2)

 77:24;153:8

collaborative (1)

 118:3

collateral (1)

 51:10

collateralizing (1)

 71:24

colleagues (1)

 160:14

collectively (2)

 15:23;114:9

college (1)

 16:2

colloquy (3)

 146:4,7;155:1

Columbus (5)

 87:6,10,13,14;

 153:25

coming (5)

 43:23;57:8;70:9;

 99:11;158:2

commence (1)

 158:7

commended (1)

 31:5

comment (11)

 18:21;30:17;31:20;

 41:8;64:14;69:22;

 86:22;110:25;122:11;

 154:2;156:16

comments (15)

 13:18;31:23;46:24;

 59:12;71:16;85:19;

 90:1;100:3,8;113:22;

 117:5;130:14;137:20;

 153:21;157:13

Commercial (2)

 134:6,10

Commission (1)

 11:20

commit (2)

 24:24;72:21

commitment (10)

 24:1;27:3;68:4;72:3;

 73:5;77:12,12;87:15;

 143:5;151:20

commitments (22)

 19:23;20:1,2;29:5;

 57:8;58:22;59:1,5,10;

 65:10;68:1;70:8;72:20;

 73:4,6;76:18;87:16,17;

 146:21,22;162:1,2

committed (8)

 15:19;20:2;32:2;

 34:23,25;108:19,23;

 142:24

committee (51)

 13:9,21;14:4,8,25;

 15:4,9,15,22;16:8;

 19:14,14;20:9;22:2,19,

 19;30:14;32:23;35:13;

 48:22,24,25;70:18;

 77:7;89:24;90:13;95:1,

 12;96:3,7;97:2;98:21;

 99:5,17;105:9,23;

 108:14,24;109:24;

 110:9;111:15;114:7;

 122:15;124:13;134:8,

 11;154:24;157:6,15,

 17;159:13

committees (1)

 44:22

committee's (3)

 29:24;44:12;94:21

common (3)

 25:23;87:11;105:2

communicate (1)

 45:5

communication (1)

 117:21

communications (1)

 45:14

communities (2)

 92:15;94:7

community (2)

 8:11;94:6

companies (3)

 15:25;114:6;159:15

company (27)

 10:24;16:1;24:8;

 28:16;48:6;52:14;

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(4) catch - company Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 169

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 61:21;62:6;70:3;72:10;

 75:20;76:18,19;77:14;

 81:20,21;83:21;94:3;

 101:3;118:1;120:17;

 121:9,20;124:12;

 126:5;147:8;162:16

comparable (2)

 153:6;156:18

compare (1)

 58:22

compared (1)

 16:19

compelling (1)

 72:19

compensations (2)

 40:24;54:15

compete (4)

 27:24;59:17;60:9;

 148:3

competent (1)

 72:14

competing (27)

 9:22;10:10,11,22;

 12:2;13:10;17:12;

 34:17;53:20;59:10;

 61:13,14;63:4;64:19;

 66:17;77:12;83:3,11,

 12;96:24;131:8;

 132:13,23,24;133:10;

 136:6;147:18

competition (26)

 16:17;27:22;30:19,

 23;31:2,4;44:19;46:16;

 60:6;82:13,16;84:17;

 97:8,10;100:5,5;101:2,

 10;102:9;128:5;

 130:21;131:6;134:8;

 147:17;158:3,4

competitive (13)

 15:8;16:15,23;21:11;

 30:25;38:18;39:18;

 44:23;45:11;101:8;

 102:15;161:23;162:2

competitor (1)

 45:12

complete (1)

 94:11

completely (1)

 106:16

completing (1)

 34:18

complex (1)

 88:25

compliance (1)

 40:10

complicated (2)

 8:21;56:23

complied (1)

 143:21

component (2)

 38:21;121:2

comprehensive (1)

 10:17

comprised (1)

 114:1

concede (3)

 68:12;80:24;84:17

conceded (1)

 141:9

conceivable (1)

 147:2

concern (1)

 74:15

concerned (7)

 33:24;41:12;68:18;

 74:4,7;126:3;131:10

concerning (2)

 45:7;67:7

concerns (1)

 106:7

conclude (1)

 163:15

concluded (3)

 152:23,24;164:5

conclusion (1)

 23:24

concrete (1)

 63:3

condemn (1)

 108:3

condemnation (1)

 120:22

conditioned (3)

 65:11,11;142:12

conditions (3)

 59:21;89:3;124:9

conduct (4)

 77:15;80:1,6;104:20

conducted (1)

 80:10

conference (2)

 15:1;16:21

conferences (1)

 123:13

confidence (2)

 45:3;104:24

confident (1)

 58:6

confines (1)

 30:25

confirm (1)

 87:18

confirmability (2)

 109:3;149:12

confirmable (9)

 9:19,24,25;10:6;

 51:25;72:1;77:18;

 101:13;117:9

confirmation (21)

 17:7;18:14;19:15;

 28:13,19;34:7,8,8;51:1,

 2,16;55:22;92:9;93:19;

 108:12,13;145:4,5,6;

 148:21;149:11

confirmed (5)

 36:3;51:19;68:25;

 69:18;89:5

conflict (2)

 107:22;131:9

Congress (3)

 8:20,23;25:8

connection (3)

 56:3;113:2;115:21

consensual (11)

 11:18,23;12:6;61:1,

 4,23;70:11;82:25;

 118:16,17;125:8

consensually (1)

 55:20

consensus (19)

 15:10;45:2,13;52:24;

 53:11,12,13,15;61:18;

 102:6,7;103:14,15,16,

 19;105:10;139:14,18,

 22

consent (1)

 143:22

consequences (7)

 64:3,6;70:2;98:4;

 104:8,12;141:25

consider (5)

 91:20;92:13,19;

 117:5,7

consideration (6)

 25:23,24;66:23;

 108:13;116:21;124:3

considered (3)

 116:13;135:17;152:9

considering (1)

 25:20

consistent (2)

 13:23;100:11

consists (1)

 15:22

constituencies (2)

 33:19;140:23

constituency (4)

 37:1;61:15;72:13;

 137:16

constituent (1)

 159:17

constituents (4)

 32:25;45:6;90:3;

 159:8

constitute (1)

 82:9

constructive (1)

 66:17

constructs (1)

 45:7

containing (2)

 36:3;72:1

contemplate (1)

 62:18

contemplated (1)

 27:6

context (8)

 7:15;15:15;31:6;

 102:22;105:5;139:9;

 147:22;151:14

continue (8)

 118:16;126:1;

 128:24;137:2;138:20;

 154:7,17;161:3

continued (1)

 125:1

continues (1)

 26:3

continuing (1)

 77:10

contours (1)

 98:18

Contra (1)

 133:9

contract (7)

 68:11,14,17;69:18;

 100:13,15;148:5

contracts (1)

 54:14

contrary (1)

 21:9

contrast (1)

 121:19

contribute (2)

 22:6;27:4

contribution (1)

 55:14

control (7)

 18:5,10;62:15;105:7;

 112:12;133:3,5

convenience (1)

 99:7

convenient (2)

 101:21;102:5

conventions (1)

 108:8

conversation (2)

 131:13;139:3

conversations (6)

 83:14,16;118:1,2;

 139:7;161:17

conversion (2)

 141:3;157:2

convert (2)

 120:2;150:4

converted (1)

 151:3

convertible (3)

 141:1;149:16;150:5

converts (1)

 123:21

convince (2)

 106:8;149:8

cooperative (1)

 112:15

copy (1)

 68:1

corners (1)

 37:16

Corning (2)

 116:10,12

corporate (1)

 114:14

Corporation (1)

 7:9

correction (1)

 113:4

correctly (1)

 116:6

cost (2)

 68:13;74:10

Costa (1)

 133:9

costly (2)

 70:19,21

costs (1)

 52:2

counsel (18)

 11:9;12:15,18;13:7,

 24;38:8;39:5;47:3;

 54:10;60:5;64:14;

 79:19;81:9;110:10,14;

 111:20;163:12,22

counted (1)

 94:17

counting (1)

 108:24

County (1)

 133:9

couple (12)

 14:11;26:19;30:21;

 35:24;39:25;47:10,23;

 66:14;106:2;125:12;

 153:5;154:25

course (23)

 7:24;9:19,25;16:9;

 20:10,14,24;26:21;

 28:21;49:11;60:16;

 69:7;100:10;118:25;

 136:3,3,3;138:17;

 139:6;147:9;148:8;

 153:9;154:6

Court (661)

 7:3,4,6,8,10;14:9,14,

 16;15:2,7;17:1,11,15,

 16,18,20;18:1,4,8,10,

 13,15,20;19:1,3,6,17,

 25;20:12,14,16,18,20,

 24;21:5;22:10,14,17,

 23;23:5,7,12,18;24:3,5;

 25:8,12,14;26:7,9,11,

 15,17,20,22;27:9,15;

 28:2,11,18,21,23;29:9,

 12,16,20,23,25;30:1,8,

 12,15;31:3,12;32:4,7,9,

 13,17,21;33:1,3,9,11,

 17,21;34:4,10,12,14,

 16,20;35:10,22;36:5,7,

 11,13,16;37:4,17,22,

 24;38:3,5,8,23;39:8,11,

 13,15,20,23;40:8,14,

 16;41:1,4,7,9,11,18,20,

 22,25;42:4,9,13,19,25;

 43:3,10,17,23,25;

 44:24;45:10,22,24;

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(5) comparable - Court Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 170

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 46:3,10,23;47:1,6,11,

 15,17,20;48:18,20,24;

 49:13,22,24;50:3,5,12,

 15,17;51:14,16,21,23;

 52:3,9;53:17,19,23;

 54:1,4,6,8,20,23;55:3,

 5,16,25;56:5,12;57:10,

 14,16,20,22;58:1,5,11,

 13,15;59:9,19,22;

 60:12,14,18,21;61:3;

 62:11,13,17,25;63:10,

 12,18,23;64:1,4,11,21;

 65:3,6,8,13,15,18,20,

 24;66:2,6,8,11;67:10,

 13,18,21,23;68:20,23;

 69:4,9,12,19,21;70:1,5,

 7,12,15,17,22,25;71:2,

 5,8,11,14;72:7,11;73:8,

 11,18,20,23;74:1,6,11,

 13,15,18,20,22,24;

 75:2,7,9,12,21,24;76:1,

 3,6,8,12,16,21,24;77:1,

 4,19;78:10,12,21;79:1,

 5,8,10,12,14,16,18,25;

 80:12,14,18,21;81:4,7,

 11,15;83:2,6,12,15,18,

 23;84:4,7,10,11,14,16,

 22,25;85:4,6,9,13,16,

 23,25;86:4,6,8,10,14,

 16,24;87:1,4,7,21,24;

 88:1,3,7;89:6,8,17,22;

 90:2,4,8,10,16,17,24;

 91:1,3,6,11,22;92:1,4,

 5,11,18,21;93:2,4,6,9,

 13,15,23;94:4,13;

 95:17,20,22;96:18,20,

 22,25;97:9,12,14,19,

 21;98:7,10,16,24;99:1,

 3;101:11,22;102:2,25;

 103:3,10,12,18,23;

 104:1,5,8,11;105:3,11,

 12,14,16,20;107:2,5,

 15,18,21;109:6,8,10,

 19,21;110:3,6,9,16,23;

 111:2,7,12,15,17,19;

 112:10;113:9,13,15,25;

 114:21;115:1,6,9,12,

 14,19,22;116:1,5,9,12,

 12,13,16,18,19,20;

 117:4,6,10;118:3,5,9,

 10,19,20,25;119:3,8,

 21,24;120:1,4,10,12,

 19,21,21;121:3,6,8,15,

 23;122:7,13,18,20,23,

 25;123:3,5,7,9,12,16;

 124:5,8;125:6,10,16,

 23,25;126:3,7,9,16,20,

 24;127:2,4,10,12,14,

 16,18,21;128:3,6,11,

 13,16,20,22;129:8,11,

 17,19,22,25;130:3,5,8,

 18,24;131:1,15;132:2,

 4,7,10,19,20,22;133:1,

 3,5,9,13,15,19,25;

 134:3,7,10,13,17,21,23,

 25;135:2,4,6,8,12,18,

 21,25;136:3,5,8,10,12;

 138:8,10,12,15,17,25;

 139:2;140:3,9,11,15,

 19;141:9,15,17,20,22;

 142:2,6,8,10;143:9,11,

 16,19,24;144:3,8,10,

 12,14,16,21,23;145:1,

 6,8,12,15,18,21,23;

 146:1,13,16,24;147:19;

 148:1,8,10;149:10,18,

 22,24;150:8,11,14,18,

 21;151:5,7,9,19,21;

 153:13,17,19,21,23;

 154:1,21;155:18,22,25;

 156:3,12,14;157:8,11;

 158:17;159:7,20,22,24;

 160:15,17,19,24;161:2,

 5,18,20;162:18,20,22;

 163:5,7,12

courthouse (2)

 55:21;57:24

courtroom (16)

 7:17;34:23;37:16;

 53:4;102:24;104:23;

 111:21;112:14,20,21;

 117:14,15;123:14;

 125:7;131:5;163:18

courts (1)

 25:19

Court's (6)

 95:12;113:21;116:7;

 117:4,6;119:19

cover (3)

 114:23;115:1;153:4

covered (1)

 158:23

CPUC (17)

 16:14,22;19:19;40:8;

 41:14,23;43:11;48:1,2,

 3;56:18;64:15,20,25;

 109:17;122:5;123:24

CPUC's (2)

 40:11;60:7

cramdown (5)

 17:7;62:12;70:2,9,19

crazy (1)

 85:1

create (7)

 45:14;70:9,10;128:4;

 131:18;152:6;153:2

creates (2)

 71:25;84:9

credibility (2)

 77:6;149:13

credible (15)

 9:19,24;10:1,4;

 21:18;24:24;44:12;

 63:14;75:1,3,11;77:17;

 97:3;101:12;117:8

credit (1)

 90:11

creditor (9)

 48:4,4;61:8;78:3;

 81:22;87:25;103:19;

 107:1;139:14

creditors (21)

 10:4;11:5;25:17;

 30:14;42:7,10;46:19;

 48:22;52:18;68:10;

 78:18;88:15;103:8,15;

 106:17,22;107:8;

 154:10,24;159:14,18

creditors' (3)

 13:9;105:23;122:15

cries (1)

 60:25

crisp (2)

 146:19;147:3

criteria (1)

 20:23

critical (12)

 9:3;12:22;23:15,21;

 25:6;37:9;38:21,21;

 44:9;101:18;105:4;

 121:8

critically (1)

 101:8

criticism (6)

 22:23;42:15;103:1;

 122:17;124:16,17

criticisms (1)

 122:14

criticize (2)

 53:11;102:5

criticizing (1)

 64:24

cross (2)

 10:24;43:20

crowd (1)

 112:19

crowded (1)

 112:13

crystalize (1)

 49:17

crystalized (1)

 124:22

culpable (1)

 120:21

curious (1)

 78:17

current (4)

 76:13;92:12,13;

 93:20

currently (2)

 97:17;159:12

curtain (1)

 160:23

customers (1)

 131:23

cut (4)

 21:6;113:7;125:18;

 133:20

cutting (1)

 111:20

D

daily (1)

 137:17

damage (1)

 114:23

Damocles (1)

 31:10

dance (1)

 156:23

data (1)

 72:19

date (7)

 18:11;35:11,11;

 60:24;64:2;92:10;97:4

dates (1)

 18:2

day (20)

 9:6;13:11,12,16;

 35:15;36:15;42:24;

 54:15;57:12;66:13;

 80:8;86:2;95:25,25;

 108:1;123:14;130:14;

 146:5;160:1;163:23

days (5)

 9:2;13:17;77:9;

 130:7;132:1

deadline (10)

 18:19;19:9;23:21;

 29:8;31:16;35:6;63:5;

 109:16,17;110:1

deadlines (1)

 122:6

deal (33)

 8:11,24;10:18;13:21;

 25:5;27:11,12,23;32:2;

 33:5;36:9;41:15;60:5;

 95:10;101:15;106:5,

 13,18,23;107:25;

 108:17;112:19;125:9,

 9,21;129:3;148:3;

 153:10;157:3;159:2;

 161:8,9,9

dealing (6)

 8:25;37:22;54:14;

 98:4;131:25;155:9

deals (2)

 75:19;82:20

dealt (2)

 84:1;106:17

death (1)

 115:2

debate (2)

 106:25;161:14

debt (8)

 15:24;27:17;81:19,

 20,23;120:2;138:9;

 150:5

debtor (34)

 10:16;12:10;20:9,21;

 23:14;26:6;35:13;

 54:10;61:24;67:18;

 78:15;79:3;81:2;83:1,

 9;93:8;94:24;95:15;

 99:14;100:12;102:25;

 103:13,13;104:14;

 105:5;118:13;127:22;

 132:21;136:17;146:9,

 9;152:1;153:8;157:19

debtor-in-possession (1)

 54:12

debtors (78)

 17:22,23;19:21;

 20:11;21:1,23;22:3,7;

 23:8;25:5,17,21;28:19;

 29:6;32:1;43:7;45:1,3,

 4,16;46:18;47:8;48:9;

 51:13;52:1,23,24;53:1;

 55:12;58:24;59:5,7;

 61:5,11;62:15,19;63:6;

 67:7,8,17;68:5,11,12;

 70:17;72:21;73:12;

 75:6;77:15,24;78:13;

 80:2,3;84:12;87:12,14;

 88:9,13,23,25;89:2,11;

 101:16;102:1,11,22;

 104:22;105:1;109:12;

 127:8;136:15;137:16;

 139:13,20;140:14;

 143:4;146:25;155:10,

 14

debtors' (27)

 10:20;12:15,18,25;

 17:4;21:10;22:17;24:1,

 22;25:9;29:2;35:7;

 40:2,17;80:24;88:18,

 20,21;89:4,15;93:11;

 98:19;129:1;154:17;

 158:3,19;161:11

debtor's (7)

 44:15;53:13;54:10;

 55:18;100:23;104:12;

 117:6

December (2)

 49:2;62:23

decide (2)

 13:4;139:5

decided (2)

 67:10,20

decides (2)

 28:18;133:6

decision (14)

 25:14;33:12,14;

 73:23;91:9,11;95:3;

 96:13,14,15;97:25;

 116:11;133:10;164:4

decisions (1)

 11:23

decision's (1)

 33:14

decks (1)

 67:6

deep (1)

 78:6

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(6) courthouse - deep Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 171

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

deeply (1)

 56:25

defend (1)

 64:23

defending (2)

 70:18;74:9

defer (4)

 10:22;33:20;51:1;

 95:18

defined (1)

 9:24

definition (1)

 115:8

definitively (1)

 18:16

degree (1)

 117:2

delay (3)

 25:17;101:18;109:14

delayed (1)

 44:11

deliberate (1)

 67:9

deliberately (1)

 25:7

deliver (1)

 131:22

delivered (1)

 87:14

delta (2)

 93:6;125:4

demanded (1)

 73:7

demonstrate (2)

 124:24;160:10

demonstrated (2)

 142:25;145:17

demonstrates (3)

 21:10;44:19;140:2

denial (1)

 155:17

Dennis (4)

 7:5;30:10;105:22;

 154:23

deny (5)

 21:8;34:8,8;94:23;

 157:6

department (1)

 158:15

dependent (1)

 55:18

depending (1)

 120:25

depends (2)

 103:11;126:13

depriving (3)

 80:1,2,2

describe (2)

 66:21;152:17

described (3)

 94:12,25;142:17

designed (2)

 68:7;139:25

designees (1)

 155:5

designs (1)

 92:5

desired (1)

 40:14

despite (1)

 45:1

detail (9)

 13:8;14:22;35:25;

 36:23;51:5;66:20;

 100:16;119:19;141:4

detailed (1)

 32:10

details (4)

 26:5;68:9;93:16;

 151:18

determination (6)

 50:8;55:18;92:20;

 116:15;142:16;160:21

determinations (1)

 51:25

determine (2)

 77:7;115:19

determined (5)

 51:18;55:20;58:19;

 120:15;141:8

determines (2)

 120:21;143:2

determining (2)

 82:6;116:20

detriment (2)

 61:15;88:14

detrimental (1)

 45:8

develop (1)

 163:3

developed (3)

 15:17;102:6,6

development (2)

 14:20;118:24

developments (2)

 13:20;37:20

dialogue (8)

 11:18;12:1,5;45:4;

 46:20;57:5;118:16;

 158:7

dice (1)

 98:1

dictated (3)

 55:12;101:7,7

dictates (1)

 55:10

difference (3)

 84:9;85:2;140:17

different (20)

 12:13,23;34:21,23;

 43:20;48:2,7;49:4;

 58:12;64:22;73:5;

 76:15;92:16;107:7;

 121:11;147:2;148:16;

 155:10;156:7;161:1

differing (1)

 43:3

difficult (5)

 53:3;61:22;82:19;

 97:6;163:15

diligence (2)

 20:3,3

diluted (2)

 69:16;121:13

diluting (2)

 71:6;72:8

dilution (2)

 28:5;148:13

directly (1)

 56:17

disadvantage (1)

 59:1

disagree (4)

 12:3;60:2;122:16;

 127:25

disagreement (1)

 152:17

disagrees (1)

 125:6

disappear (1)

 115:16

disapprove (1)

 41:23

discerned (1)

 100:3

disclosure (5)

 41:17;42:6,9;73:14;

 106:4

discount (17)

 17:6;27:18;48:9;

 52:15;61:21;62:6,6;

 78:6,10;141:3;150:7,8,

 15,22,25;151:3,15

discounts (1)

 88:14

discovery (2)

 80:10;114:17

discrete (1)

 84:1

discretion (1)

 116:9

discuss (3)

 25:20;77:25;160:25

discussed (5)

 55:10;87:16,21;

 155:25;161:1

discussion (4)

 22:3;50:7;59:24;

 142:20

discussions (7)

 33:12;67:6;96:8;

 124:12,20;139:8;

 157:19

dislike (1)

 124:3

disqualifier (1)

 53:19

disqualify (2)

 66:22;80:15

disqualifying (1)

 53:22

dissenting (1)

 49:14

disservice (1)

 102:14

distinction (1)

 84:2

distinguished (1)

 9:21

distraction (2)

 82:9;154:15

distractions (1)

 88:18

distress (2)

 115:2;158:22

distributed (1)

 141:1

distribution (1)

 141:5

divide (1)

 47:4

dividing (1)

 39:8

DOA (2)

 143:22;155:21

docket (1)

 22:9

document (4)

 10:17;129:23;147:2,

 4

dollar (2)

 51:9;55:14

dollars (40)

 15:18,24;16:6;22:6;

 24:18,25;26:25;27:5,

 25;28:16;34:25;41:13;

 42:24;44:7;50:8;52:11;

 57:9;68:14;71:13,25;

 72:4,24;73:3;79:23;

 83:18;101:4;102:16;

 104:6,18;123:23;

 141:6,7;142:10;

 152:13,14;153:2;

 156:25;157:3;158:21,

 22

dominates (1)

 16:19

done (12)

 21:19;34:9;53:6,7;

 69:24;97:8;109:18;

 129:3;132:18;141:24,

 24;154:15

doom (1)

 61:16

door (5)

 11:13;12:2;20:20;

 112:20;139:3

doubt (10)

 8:7;10:23;21:2;

 25:18,25;32:8,14;

 37:14;63:9,22

Dow (2)

 116:9,12

down (20)

 11:1;15:11;23:9;

 33:23;35:16;40:25;

 47:2,20;69:9;71:22;

 72:5;73:15;84:16;

 102:17;107:10;108:11;

 113:7;115:11;131:22;

 135:12

draft (1)

 31:5

drafted (1)

 31:8

drafting (1)

 85:22

dramatic (1)

 92:23

dramatically (2)

 76:3,6

drawing (2)

 94:1;121:21

drill (1)

 33:23

drive (3)

 45:2;58:5;59:14

driven (1)

 38:15

drives (1)

 142:3

driveway (1)

 133:22

driving (1)

 114:19

dropped (1)

 72:15

drying (1)

 37:20

Dumas (65)

 47:13;65:6;66:3,7;

 79:13;81:8,10;87:2;

 89:18,21,23,23;90:9,

 12,23;91:1,10,18,23;

 92:5,12,22;93:3,5,7,14,

 16;94:5;95:11,19,21;

 96:17,19,21,23;97:1,

 10,13,15,20;98:5,9,12,

 17,25;99:1,2;111:17,

 18;134:18;138:1,18;

 139:7,16;157:8,10,14,

 14;158:18;159:21,22,

 23;160:8,14;162:7

Dumas' (2)

 100:3;161:15

dumb (1)

 22:10

dumbfounded (1)

 132:4

DUNNE (72)

 30:5,10,11,12,13,16;

 31:13;32:6,8,12,14,18,

 22;33:2,4,10,16,18,22;

 34:5,11,13,15,18,21;

 35:21,23;36:6,8,12,14,

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(7) deeply - DUNNE Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 172

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 17;37:11,18,23,25;

 38:4,7;99:23;100:15;

 105:15,17,18,22,22;

 107:4,6,16,19,23;

 109:7,9,11,20;110:3;

 111:15,16;121:24;

 122:20,21;153:23;

 154:22,23,23;155:19,

 23;156:2,4,13,15;

 159:14;160:5

Dunne's (3)

 49:6;159:17;160:7

during (5)

 57:23;69:9;143:7;

 155:4;157:16

duties (1)

 143:5

dwarf (1)

 136:2

E

earlier (13)

 26:1;31:16;32:16;

 55:24;58:22;61:1;

 62:12;113:21;124:11;

 137:8;138:1;156:1,21

earliest (1)

 97:4

early (1)

 13:17

earned (2)

 21:25;103:3

earnest (1)

 137:7

easier (1)

 142:11

easily (1)

 124:24

East (1)

 8:3

easy (3)

 49:24;53:5;63:16

echo (1)

 130:21

echoing (2)

 7:12;158:3

economic (7)

 48:3;52:19;61:6,9;

 62:2;85:5;136:21

economically (1)

 52:19

economics (1)

 137:12

effect (7)

 26:2;67:2;72:8;98:7;

 131:20;136:17;147:23

effective (2)

 37:8;68:15

effectively (2)

 22:20;138:6

efficient (3)

 46:14;59:6;130:11

effort (1)

 61:16

efforts (4)

 19:11,12;31:5;154:5

eggs (3)

 24:7;82:23,24

eight (2)

 151:11,11

eighteen (1)

 113:7

eighty (1)

 160:5

eighty-five (1)

 114:9

either (11)

 10:22;11:5;12:6;

 35:18;37:1;49:20;63:3;

 90:12;106:6;107:23;

 115:12

Electric (1)

 10:12

Electrical (1)

 38:12

element (2)

 103:23;107:22

elements (2)

 35:14;36:3

elevating (1)

 78:2

eleven (2)

 114:8,11

eliminate (1)

 142:6

eloquent (1)

 98:14

else (21)

 7:19;11:15;17:24;

 31:4;41:25;53:16;60:7;

 66:4;75:25;78:16;

 84:18;104:14;112:18;

 115:23;128:2,17;

 129:10;138:9;140:25;

 145:24;154:1

else's (3)

 22:23;54:17;125:17

eluded (1)

 65:9

embarrassed (1)

 78:25

embedded (1)

 151:18

Emboldening (1)

 61:25

embrace (2)

 78:13,24

emerge (1)

 24:17

emergence (3)

 44:15;100:23;109:25

emerges (1)

 25:22

emerging (1)

 25:4

emotion (1)

 53:4

emotional (3)

 8:24;115:2;158:22

employ (1)

 16:5

employees (1)

 27:8

enable (1)

 27:4

enabling (1)

 61:25

enacted (2)

 49:9;137:22

enactment (1)

 91:21

encourage (1)

 45:15

encouraged (1)

 31:5

end (14)

 13:16,18;17:2;18:11;

 34:2;35:8;36:15;37:21;

 40:24;69:23;113:8;

 118:11;121:10;131:11

endless (1)

 83:15

endlessly (1)

 8:7

endowments (1)

 16:2

enforced (1)

 47:2

enforcement (1)

 42:22

engage (6)

 19:19;22:11;39:18;

 45:6;77:25;97:18

engaged (2)

 39:24;56:25

engaging (1)

 22:7

Engel (51)

 129:11,16,18,20,20,

 23;130:2,4,6,13,20,25;

 131:2,18;132:2,3,6,9,

 12,21,24;133:2,4,8,12,

 14,16,21,25;134:2,6,8,

 12,15,19,22,24;135:1,

 3,5,7,11,13,18,20,24;

 136:1,4,6,9,11

Engle (4)

 113:5,12,14,16

Engle's (1)

 119:10

enhance (2)

 61:7;62:7

enhanced (2)

 12:2;61:19

enormously (1)

 160:19

enough (9)

 26:16;28:16;34:9;

 61:22;66:22;90:7;98:5;

 111:13;157:17

ensure (1)

 91:2

enter (1)

 47:9

enterprise (1)

 93:18

entire (3)

 46:15;107:9;111:11

entirely (1)

 100:21

entities (7)

 11:3,3;53:14;55:2;

 104:2,18;139:20

entitled (4)

 9:15;27:12;100:14;

 129:24

entitlement (1)

 100:14

entity (6)

 52:16,18;102:21;

 103:5;104:9;132:25

entry (1)

 156:22

equal (1)

 93:24

equally (1)

 137:20

equation (1)

 16:19

equitable (1)

 107:12

equitizing (1)

 125:2

equity (60)

 16:17;17:3,8,23;

 20:4,13;27:18;28:5;

 48:9;58:23,25;59:5;

 61:21;62:12;65:11,12,

 14,15;66:14;68:25;

 69:16,17,23;70:10,17;

 71:6;72:4,9,10,21;

 73:6;75:4,4,5,19;76:9,

 17;79:3;81:23,24;94:2;

 100:25;105:7;106:12;

 108:24;120:3;121:13,

 15;123:21;124:18;

 129:2;146:6;148:6,9,

 13;150:6,13;155:7;

 157:3;161:22

equity- (1)

 80:5

equity-type (1)

 99:15

equivocal (1)

 64:22

essence (1)

 44:10

essential (1)

 40:9

essentially (3)

 48:8;50:2;149:20

establish (2)

 93:9;158:21

established (3)

 88:12;147:4;150:13

estate (2)

 52:1;104:17

estates (2)

 23:22;45:12

estimate (4)

 50:1;92:20;108:22;

 152:11

estimated (3)

 50:9;76:12;97:5

estimates (1)

 92:13

estimation (20)

 9:5;11:5;13:15;

 23:22,24;33:7;34:6;

 35:17;55:21;56:2;

 59:14;73:14;75:15;

 84:5;97:22;118:4;

 123:20;137:22;142:13;

 161:7

estimations (1)

 92:12

et (1)

 158:1

even (28)

 22:8,20;24:13,16;

 27:12;34:16;37:7;40:7;

 41:12,14;56:19;59:6,

 17;66:12;68:16;71:20,

 24;72:14;90:21;

 102:12,17;104:3;

 124:15;131:6;138:3;

 144:16;152:14,19

event (4)

 82:5;91:19;92:18;

 145:10

events (2)

 16:11;18:4

everybody (23)

 17:24;22:23;31:3;

 34:25;54:9;55:16;60:7;

 91:15;94:20;102:8;

 112:15,18;118:10,12;

 119:13;125:17;127:7;

 128:8;129:2;143:13;

 158:10,25;163:25

everybody's (1)

 131:14

everyone (7)

 7:6;13:12;59:12;

 69:2;91:4;138:9;

 158:19

everyone's (1)

 99:7

evidentiary (2)

 77:15;80:22

ex (1)

 114:12

exact (3)

 57:18;58:11;101:5

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(8) Dunne's - exact Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 173

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

exactly (16)

 31:14;32:12,15,19;

 37:25;56:25;83:13,17;

 85:20;100:21;109:1,

 11;116:19;120:14;

 142:5;161:24

examined (1)

 149:3

example (8)

 10:3;20:3;23:24;

 72:20;106:14;107:16;

 133:14,16

examples (1)

 151:16

exceed (1)

 147:6

exceeding (1)

 40:13

except (2)

 84:1;102:8

excess (4)

 15:23;57:9;58:25;

 141:6

exchange (1)

 71:18

exclusion (2)

 17:24;105:8

exclusive (5)

 25:9;40:2;48:1;

 117:6;138:6

exclusively (1)

 67:10

exclusivity (80)

 9:5;11:2;12:11,20;

 13:15;16:24;20:24;

 25:3,20,24;30:25;31:6,

 19;34:15;38:22;40:5;

 44:2;45:10;46:17;

 48:11;52:25;53:13;

 54:3;59:23,24;60:16;

 64:7,9,16;66:16;67:4,

 15;78:18;79:2;88:10;

 89:15;90:19,19;102:3;

 104:25;109:23;110:5;

 112:24;113:6;116:8,

 11,21;117:1,7,25;

 118:9;124:9;126:4,17,

 18;128:20,23;134:19,

 21;136:17;138:22;

 139:12;143:23;145:3;

 148:19;153:18;154:8,

 13,18;155:16,24;

 158:9;159:1,4,10;

 161:8,16,17;162:9;

 164:4

excuse (2)

 99:17;146:5

execution (1)

 37:3

exercising (1)

 153:8

exist (2)

 14:20;24:10

existing (5)

 28:5;72:9;88:14,19;

 123:25

exit (2)

 38:17,21

exotic (2)

 149:19,20

expect (5)

 13:7;46:4;75:6;

 112:13;140:11

expectation (1)

 13:13

expected (1)

 45:25

expecting (1)

 44:1

expedited (3)

 45:14;64:10;143:23

expense (1)

 52:19

experience (1)

 36:2

experienced (3)

 8:1,6;96:12

explain (4)

 17:19;22:1;23:6;

 156:11

express (1)

 90:3

expressed (1)

 44:22

extend (1)

 126:18

extended (1)

 145:10

extending (2)

 59:24;117:5

extension (1)

 144:6

extent (5)

 23:8;33:9;112:25;

 143:2;152:4

extra (2)

 35:8;74:8

extrapolate (1)

 93:17

extreme (1)

 10:8

extremely (1)

 59:3

eye (2)

 9:13;15:17

F

face (1)

 52:1

faced (1)

 34:7

facilitate (2)

 116:22;147:17

fact (24)

 46:19;51:4;57:25;

 60:4;64:17;65:9;73:9;

 80:24;87:23;109:17;

 116:18;117:12;119:1,

 8,9;120:13;132:24;

 136:23;139:20;142:18;

 143:1;151:12;153:4;

 155:15

factions (1)

 17:3

factor (3)

 21:14;40:23;77:21

factors (7)

 25:19,22,22;77:18;

 95:4;116:13,14

facts (1)

 153:1

fail (4)

 10:7;18:18,21,22

failed (4)

 19:13;31:1;45:2;

 114:14

failing (1)

 25:2

fails (2)

 35:7;149:13

failure (1)

 61:16

fair (14)

 15:19;18:7,9;24:19;

 96:11;98:5;101:17;

 107:11;109:25;114:17,

 18;122:10;152:16;

 159:2

fairly (3)

 26:25;51:16;112:13

fair-market (1)

 77:8

fairness (2)

 51:14;119:5

faith (2)

 51:6;151:13

fall (3)

 8:4;31:15;108:11

fallacy (1)

 162:12

false (1)

 63:13

familiar (1)

 40:11

families (1)

 8:6

far (4)

 41:12;68:17;103:7;

 158:24

Farr (1)

 113:19

fashion (1)

 30:24

fashioned (1)

 32:5

fast (3)

 15:20;24:19;46:14

fastball (1)

 105:18

faster (1)

 67:8

favor (4)

 13:3;39:25;100:4;

 159:4

favorable (2)

 97:23;141:10

feasibility (2)

 37:2;77:2

feasible (1)

 38:17

feather (2)

 85:11;156:20

feathering (5)

 84:18,19;140:12,16;

 163:9

feature (1)

 27:2

features (1)

 152:1

February (2)

 118:22;128:11

federal (3)

 68:18,20;106:15

feel (1)

 143:20

feeling (1)

 44:17

feelings (1)

 60:15

fees (1)

 73:5

Feld (1)

 14:3

Feldman (103)

 93:1;110:6,8,13,15,

 18,19,24;111:5;112:2,

 24;113:4,11,17,18,19;

 114:25;115:5,7,10,13,

 19,24;116:3,7,17;

 117:12;118:8,23;

 119:1,4,17,22,25;

 120:2,5,11,13,24;

 121:4,7,9,17,24;122:8,

 16,19,21,24;123:1,4,6,

 8,10,14,17;124:7;

 125:12,20,24;126:8,13,

 18,23,25;127:3,5,11,

 13,15,17,20,22;128:3,

 4,10,12,15,18,23;

 129:9;136:16;137:14;

 138:20;141:9;142:14;

 147:19;157:12;159:24;

 160:2,18,22,25;161:3,

 15,19,21;162:19,21,24;

 163:6,10,11

Feldman's (1)

 138:6

fell (1)

 142:10

fence (1)

 106:12

fervently (2)

 11:11;30:23

few (6)

 7:10;12:20;13:17;

 105:24;141:4;160:2

fiduciaries (3)

 61:5,6;62:19

fiduciary (2)

 127:23;143:5

field (1)

 153:11

fifteen (11)

 47:9;72:9;99:5,20;

 111:5,12,25;150:6,15,

 25;151:2

Fifteen- (1)

 112:6

Fifth (1)

 25:13

fifty (3)

 92:24,25;112:4

fight (2)

 69:23;70:19

fighting (1)

 17:8

fights (1)

 69:3

figure (5)

 57:11;63:7;80:8,10;

 82:4

figured (1)

 75:13

figures (1)

 152:12

figuring (2)

 35:1;81:3

file (50)

 11:4;16:10;18:24;

 44:25;48:14;49:4;

 53:20;56:22;57:2,4;

 63:4,5,7,25;64:7;75:6;

 79:10,16;82:6;84:12;

 89:2,13;91:15;92:17;

 94:16,21;95:1,1;

 123:25;124:8;125:7;

 126:14,21;127:8;

 128:1,9;129:21;134:4;

 137:1;142:24;143:6,

 23;144:4,19;146:10;

 155:12,14;156:23;

 158:15;160:10

filed (52)

 8:15;10:17,24;12:11,

 15;13:1;14:25;15:3;

 21:4,6,12;22:8;26:8,

 12;30:6,18;31:8,25;

 32:1,18;42:22;43:7;

 44:18;56:2,2;57:7,16;

 62:8,10;63:20;79:14;

 83:9;87:13;91:6,24;

 94:19;103:9;104:24;

 113:9;117:17,19;

 119:2,10;129:12;

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(9) exactly - filed Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 174

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 130:14;132:13;146:10,

 22,23,24;155:6;161:25

files (1)

 136:18

filing (18)

 17:25;21:8,9;26:1;

 27:9;29:3;30:20;49:1,

 1;62:22;67:1;72:15,21;

 119:11;124:2,9;128:1;

 154:18

filings (3)

 117:20;124:4;129:14

fill (1)

 147:19

filled (1)

 152:10

final (4)

 64:14;65:7;99:20;

 161:19

finalizing (1)

 91:5

finally (2)

 21:15;80:23

finance (1)

 32:2

financeable (1)

 117:9

financed (1)

 80:6

financial (11)

 8:22;9:1,15;59:1;

 72:14;108:18;109:4;

 127:23;135:16,17;

 158:20

financing (10)

 19:23;20:1,2;34:23;

 67:7;80:3;108:20;

 119:23;142:25;143:2

find (4)

 10:4;106:6;131:11;

 155:20

findings (1)

 153:11

fine (3)

 11:24;37:1;143:24

finger (2)

 62:10;140:18

finish (2)

 125:20;130:25

finished (1)

 45:25

fire (19)

 17:4;35:17;42:17;

 43:13,13;46:7,9;50:14;

 75:15;102:13;115:15;

 120:20;131:12;141:8,

 8,10;152:21,24,25

fires (8)

 7:19,25;9:7;37:18;

 46:11;94:8;97:23;

 131:12

firm (1)

 90:4

firmly (1)

 12:3

firms (1)

 94:2

first (34)

 11:25;16:13;23:13;

 27:21;35:4;47:25;

 54:15;58:11;66:14;

 68:9;69:10;71:13;81:5;

 82:2;83:4,9,10;84:13;

 90:1;92:9;93:8;95:14;

 101:12,15;103:6;

 120:25;140:5;147:15;

 148:15;155:1;159:5;

 160:4,5;161:9

fits (1)

 44:13

five (9)

 14:6,7;15:23;27:5;

 38:2;72:9;73:3;99:23;

 123:23

five-four (1)

 116:18

fix (4)

 63:16;132:5;136:5,7

flesh (1)

 146:9

flex (1)

 59:8

flexibility (3)

 25:9;59:6;152:1

flexible (3)

 163:19,25;164:1

floodgates (1)

 11:14

floor (1)

 112:17

fluid (1)

 94:14

fly (1)

 161:6

focus (13)

 10:9,9,10,21;38:18;

 71:7,12;77:5;99:18;

 103:24;106:1;147:14;

 152:8

focused (6)

 18:12;37:2;38:1,21;

 108:15,18

focusing (1)

 9:3

folks (1)

 102:8

follow (5)

 13:20;84:10;86:17;

 146:4,7

followed (1)

 18:2

following (2)

 13:13;100:23

foot (1)

 79:2

forbid (1)

 37:18

force (1)

 114:19

forceful (1)

 157:16

forces (1)

 128:25

foreclose (1)

 46:18

foreshadowed (1)

 147:15

forever (1)

 8:8

forge (2)

 103:14;105:10

forgotten (2)

 40:18;145:4

form (3)

 56:13;138:18;146:22

formal (1)

 80:18

formulation (1)

 55:9

forth (5)

 49:4;57:1;59:21;

 117:25;157:20

forthcoming (1)

 97:4

forthright (1)

 45:16

forty (2)

 112:4;133:17

forty- (1)

 47:20

forty-five (1)

 47:4

forward (44)

 10:14;12:5;13:6;

 20:9,9,15;25:1,25;

 27:8;28:18;33:24;34:1;

 37:13;40:4;44:14;

 45:11,18;51:11;52:2,

 15;57:8;73:12,13;

 93:11;94:9,24;97:11;

 108:4,10,16;116:23,25;

 117:1,8;121:11;126:8;

 127:24;128:24;137:17;

 141:14;142:9,15;

 143:21;145:11

foster (3)

 11:18;12:5;161:17

fostering (1)

 12:1

found (2)

 77:21;157:23

four (5)

 31:23;36:25;37:16;

 47:21;81:23

Fox (1)

 44:5

frame (3)

 91:25;92:2;126:11

framework (1)

 45:12

Franciscan (1)

 8:2

FRANCISCO (3)

 7:1,17;133:17

frankly (6)

 21:18;24:23;117:4;

 122:17;147:22;149:3

fraught (1)

 37:13

free (1)

 128:8

Friday (6)

 31:1,3;56:19;64:19;

 87:21;92:1

Friday's (1)

 16:21

front (1)

 36:25

frustrated (1)

 123:1

fulcrum (3)

 81:22;138:7,9

full (16)

 27:6;36:20,22;49:25;

 50:4;87:20;88:16;

 94:11;110:20;111:5;

 114:17,18;122:10;

 138:11;140:24;154:12

fully (2)

 32:1;146:9

Fulton (1)

 132:8

fund (7)

 24:4;25:5;26:24;

 27:5;61:12;88:21;

 123:23

fundamental (7)

 25:15;51:5,7;55:8;

 81:2;83:2;101:1

funding (9)

 29:4;35:16;55:23;

 57:6,7;58:10;87:17,18;

 123:22

funds (7)

 15:25;16:4;22:5;

 24:21;27:7;61:12;94:2

further (6)

 26:22;29:14;44:11;

 58:7;66:22;67:3

future (4)

 25:6;35:11;76:22;

 78:2

G

Gallagher (1)

 113:19

galvanizing (1)

 21:14

gamble (1)

 73:23

gambling (1)

 73:25

Gas (1)

 10:12

gate (1)

 93:24

gatekeeper (2)

 45:10;51:24

gates (3)

 108:3;147:7;152:9

gating (3)

 28:17,25;92:18

gave (2)

 13:23;120:10

general (1)

 27:6

generally (1)

 17:4

generated (1)

 70:8

gets (5)

 56:22;69:21;91:2;

 121:13;148:24

Ghost (1)

 7:24

given (6)

 8:16;22:23;45:8;

 69:15;70:24;136:23

gives (3)

 107:2;152:11;153:3

giving (2)

 78:4;136:25

glaring (1)

 44:25

glossed (1)

 51:9

goal (4)

 10:14,15;12:8;62:20

goals (1)

 114:16

God (1)

 8:8

Godot (1)

 126:5

goes (9)

 34:1;35:24;46:16;

 68:15;73:13;76:15;

 121:11;141:11;155:9

go-forward (3)

 24:15;55:13;61:12

Good (42)

 7:6,7;13:1;14:1,2;

 15:7;16:18;21:15;26:9;

 38:11,25;39:1,4;43:22;

 44:3,4;46:6;47:6,7;

 51:6;64:7;66:9,17;

 81:16;82:17;86:10;

 89:22,23;94:3;101:3;

 102:9;103:14;110:15;

 118:14;124:18;128:19;

 129:5;131:2,6;134:9;

 140:7;151:13

good-faith (1)

 79:24

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of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

gotcha (1)

 85:16

Gotshal (2)

 47:8;136:15

govern (1)

 119:15

governed (1)

 114:7

government (1)

 131:24

governor (7)

 11:19;16:16;31:3;

 38:16;48:1;56:17;

 122:4

Governor's (5)

 16:14,20;44:21;60:6;

 64:15

governs (1)

 116:8

grant (6)

 15:5;27:16;28:11;

 45:20;94:25;134:19

granting (1)

 71:17

grants (2)

 51:10;68:10

gratefully (1)

 40:3

Great (3)

 14:14;30:2;147:6

greater (1)

 151:16

greatly (1)

 37:2

group (39)

 17:6;20:4;22:4;

 24:24;35:14;51:8;

 52:13,18;59:1,2;61:19;

 62:4,11;68:2;73:12;

 99:8;101:5;110:4,19;

 113:2,20;114:1,6,7;

 117:17,18;119:20;

 131:3;138:7;139:13,

 15,18,25,25;141:5;

 148:12,18;155:5;156:9

groups (3)

 11:5;134:4;139:14

group's (1)

 112:23

Guarantee (2)

 114:13;162:7

guess (5)

 31:13;47:16;63:6;

 106:13;112:3

guidance (4)

 90:15;95:13;107:3;

 160:16

gulf (1)

 159:11

Gump (1)

 14:3

guns (1)

 129:2

H

hairs (1)

 159:13

half (1)

 162:5

hallmarks (1)

 61:17

hand (4)

 7:11;97:6,7;156:15

handling (1)

 8:25

handpicked (1)

 155:5

hanging (1)

 31:10

happen (17)

 24:11;32:15;34:12,

 14,16;41:9;84:6,13;

 86:14;91:16;118:7,14,

 15;140:24;145:9;

 149:5;155:8

happened (5)

 30:19;32:16;59:9;

 78:17;128:20

happening (2)

 117:14;131:20

happens (12)

 13:16;41:11;60:4;

 115:14,16,17;120:19,

 22,25;121:11;126:22;

 132:7

happily (1)

 86:19

happy (7)

 26:21;120:9;124:10;

 125:6;156:4;162:14,25

hard (8)

 38:15;62:25;63:2;

 130:11;134:12;139:2;

 140:21;148:3

hardened (1)

 82:20

hardening (1)

 133:21

harm (5)

 20:8;60:4;101:19;

 102:18;158:21

harmful (2)

 45:12;88:18

harming (1)

 125:5

Harris (25)

 38:24,25;39:1,2,5,16,

 22,24;40:22;41:2,5,8,

 10,16,19;42:2,5,12,18,

 21;43:1,9,16,22,24

Harvey (1)

 7:21

Hauer (1)

 14:3

Hays (1)

 46:7

head (1)

 93:24

heads (1)

 31:11

health (1)

 23:15

healthy (1)

 16:18

hear (19)

 9:6,8;13:20;15:7;

 25:18;33:10;36:18;

 99:15;101:9;105:3;

 108:25;111:3;118:3;

 123:17;126:7;127:12,

 23;162:3,4

heard (24)

 9:7;16:22;19:18;

 30:1,21;31:1;44:1;

 46:1;64:9,16;87:6;

 98:17;102:23;103:23;

 105:25;108:5;109:16,

 19;129:11;140:3;

 145:24;160:14;161:6,7

hearing (15)

 9:4;13:16;55:21;

 56:3;64:7;77:16;80:22;

 90:2;91:13;107:21;

 111:25;117:5;128:21;

 142:13;149:11

hearings (2)

 13:13;30:21

heart (2)

 85:21;133:18

heat (1)

 105:19

heaven (1)

 37:18

hedge (1)

 94:2

help (4)

 8:18;9:9;46:19;92:8

helpful (3)

 12:3,7;45:12

helps (1)

 16:24

here's (3)

 103:20;122:23;129:1

herring (1)

 155:13

hiatus (1)

 14:18

hide (1)

 118:12

high (3)

 35:18;100:1;147:12

higher (6)

 68:18,20;78:1,4;

 92:24;153:5

highly (1)

 33:20

Hill (5)

 87:6,10,13,14;

 153:25

himself (1)

 64:23

history (2)

 12:4;114:15

hit (2)

 26:19;135:21

hits (1)

 132:8

hitting (1)

 23:21

hoc (41)

 13:21;14:4,25;15:14,

 22;16:8;19:14;22:2;

 35:13,25;44:11;48:23,

 24,25;49:7;58:22,25;

 61:17;62:4;77:7;93:25;

 105:8;106:1;108:23;

 110:19;113:20;114:1,

 7;117:18;131:3;

 134:15,16,19,25;

 139:18,24,25;142:20;

 156:6,9,10

hold (6)

 15:23;81:19,23,24;

 114:3,9

Holdco (2)

 81:17,20

holders (12)

 16:17;17:23;20:4,13;

 49:9;65:11;66:14;

 105:7;114:2,8,11;

 146:6

holding (1)

 23:17

hole (2)

 136:19,23

holes (1)

 118:12

home (2)

 91:12;132:10

homeowner's (1)

 158:24

homework (1)

 91:13

honest (3)

 62:15;102:23;104:22

honestly (1)

 116:3

Honor (300)

 7:7,7;14:2,5,17,17,

 20,22,24;15:6,12,16,

 22;16:4,7,11,13,16,20,

 21;17:21;18:9;19:7,13,

 18,21,22;20:6,7,23;

 21:7,9,12,17,22,25;

 22:8;23:3,19,24;24:7,

 12,16,22;25:2,7,13,18,

 22;26:4,24;27:4,21,25;

 28:13;29:1,7,14,22;

 30:5,16,22;31:1,6,18,

 20;32:22;33:16,25;

 35:2,23,25;36:9,17;

 38:1,11;39:1,4,7,10,16,

 22;40:6,22;41:19;42:2,

 12,24;43:16,22,24;

 44:4,8;45:20;46:2,7,8;

 47:7;48:3,8,12,15,19;

 49:3,8,19;50:21;51:1,9,

 20;52:6,10,21,23;53:1,

 14,18,25;54:2,19,25;

 55:2,7,12;56:2,9,24;

 57:3,15,19;58:9,12,16,

 19;59:4;60:25;61:6,13,

 22;62:9,21;63:11,17,

 21,24;64:19;66:10,13;

 67:8;68:12;69:15;70:4;

 71:20;73:4,9,17,19;

 74:4,21,25;75:18;77:8,

 17;78:7,16;81:6,14,16;

 82:2,8;83:8,13,22;86:3,

 12,20,25;87:3,5,8;88:9,

 22;89:11,14,16,21;

 90:1;91:10;95:11;

 96:19;98:12;99:2,22,

 24;100:2,8,9,15,21,25;

 101:1,6,8,9,11,14,17,

 19;102:7,11,17,19,21,

 23;103:6,16,21;104:13,

 24;105:5,24;106:8,16;

 108:12;109:9,21;

 110:8,15,20;111:18;

 113:4,12,14,18,21;

 114:7,16,25;115:25;

 116:7,20,24;117:13,20;

 118:9,24;119:18;

 120:25;121:19;122:8;

 125:12,24;128:19;

 129:9,18;130:13,20;

 131:11;132:6;135:13;

 136:1,14,21,24;137:19,

 23,25;139:10,21;140:5,

 17,23;141:6,18;142:9,

 15,18;143:2,6,17,22;

 144:22;145:25;148:23;

 151:17;152:16,18;

 153:15,24;154:16,25;

 155:13,15;156:21,23;

 157:5,14;160:2;162:3;

 163:11

Honorable (1)

 7:5

Honor's (6)

 25:11;33:8;34:7;

 66:16;124:3;149:12

hook (2)

 115:4;117:22

hope (8)

 9:7;33:18;37:23;

 59:19;85:21;95:22;

 127:7;159:8

hopeful (1)

 45:15

hopefully (4)

 9:7;33:15;84:13;

 126:2

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(11) gotcha - hopefully Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 176

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

hoping (2)

 82:8;146:11

horrible (2)

 7:19;73:13

horrors (2)

 7:25;8:5

hostages (1)

 25:17

Hostetler (1)

 89:24

hour (1)

 47:19

hours (2)

 113:13;128:17

house (1)

 115:3

huge (5)

 22:4;93:4,5,6;152:11

Hum (1)

 144:10

hundred (2)

 51:8;85:3

Hunton (1)

 87:9

hurricanes (1)

 7:22

hurt (1)

 31:23

hypotheticals (1)

 10:9

I

IBEW (2)

 14:12;38:20

idea (6)

 15:5;82:21;93:3;

 125:3;151:24;162:9

ignore (1)

 55:7

images (1)

 8:4

imagine (1)

 63:2

immediately (1)

 144:20

impact (7)

 40:9,21;42:7;43:2;

 124:20,22;163:6

impacted (2)

 60:8,9

impacts (1)

 44:17

impair (3)

 106:20,21;107:6

impaired (11)

 22:20;42:16;43:13,

 14;88:19;100:13;

 106:18,22;113:23,24;

 162:7

impairment (3)

 42:16;51:6;100:24

impediments (1)

 91:4

impetus (3)

 16:12;27:2;117:24

implementation (1)

 41:17

imply (1)

 31:6

importance (1)

 163:20

important (28)

 7:16;14:24,24;15:12,

 15;21:22;37:6;54:16;

 58:8,21;59:4;63:12;

 83:19;96:5;99:4;102:7;

 111:3;116:10;117:15;

 120:14;124:7,8;

 130:24;137:5,25;

 139:9;148:16;150:3

importantly (3)

 59:3;97:5;101:18

imposed (4)

 19:9;45:8;49:18;

 110:1

impressive (1)

 122:14

improper (2)

 103:10,12

improve (2)

 45:14;48:5

inability (1)

 45:5

incentivize (1)

 45:13

inclined (1)

 93:24

include (1)

 15:25

included (3)

 40:3;92:22;93:25

includes (1)

 77:25

including (7)

 44:21;49:6;68:25;

 95:15;114:14;126:1;

 154:11

inconceivable (1)

 56:17

incorporate (1)

 148:6

increase (1)

 74:22

increased (1)

 57:24

increases (1)

 151:4

increasing (1)

 27:17

incredibly (1)

 80:24

indeed (1)

 16:7

indenture (2)

 14:12;44:5

independence (1)

 155:3

independent (1)

 152:23

index (2)

 72:25,25

indicated (8)

 57:7;64:14;90:21;

 136:16;147:1;154:9,

 18;159:14

indicates (2)

 78:23,23

indiscernible (2)

 153:20;154:10

individual (1)

 106:17

inevitably (2)

 118:10,11

inextricably (1)

 56:7

infirm (2)

 93:21;155:20

infirmities (3)

 50:22,25;142:20

inflection (1)

 109:1

influence (2)

 10:17;28:17

influenced (1)

 133:10

influences (1)

 142:4

information (5)

 20:5;92:7;94:11;

 97:3;124:16

informative (1)

 77:16

initially (1)

 91:24

initiated (1)

 68:1

injuries (1)

 157:25

injury (1)

 115:1

injury-type (1)

 138:20

input (2)

 45:16;137:1

inserting (1)

 104:15

inside (1)

 151:15

insignificant (1)

 83:20

insolvent (1)

 121:21

instance (2)

 81:5;120:25

instead (2)

 57:17;67:9

institutions (2)

 15:23;24:24

instructive (1)

 77:21

insurance (10)

 16:1;92:24;114:1,6,

 12,20;138:19;158:15,

 24;159:15

insurers (1)

 114:14

intend (2)

 9:23,23

intended (4)

 68:6;70:9,10;128:8

intention (1)

 119:5

interest (26)

 11:14;28:7,15;52:7;

 61:6;68:11,13;69:3;

 70:2;71:2,18,22;78:1;

 83:4;85:20;100:9,13,

 15;106:21;107:11;

 109:25;136:22;141:2;

 143:4;146:20;148:5

interested (3)

 136:25;153:9,10

interesting (2)

 50:21;138:17

interests (4)

 61:15;62:2;96:24;

 142:22

interim (1)

 18:2

International (1)

 38:12

interrelated (2)

 11:7;13:14

intervening (1)

 91:19

into (28)

 14:22;26:5;42:23;

 48:16;51:5;56:22;

 58:11;67:9;82:23;

 85:14;91:3;104:16;

 117:23;119:19;123:21;

 124:3;131:19;132:15;

 135:16;136:19,22;

 137:1;141:4;145:20;

 150:6;160:9,9;162:11

intractable (1)

 159:10

intransigence (2)

 77:22;78:14

intransigent (1)

 77:24

introduce (1)

 81:18

inverse (1)

 120:22

invested (1)

 16:6

investigation (1)

 152:22

investigative (1)

 152:22

investment (3)

 15:25;24:1,18

investors (2)

 16:8;58:12

invitation (1)

 80:22

involved (3)

 52:2;55:16;57:5

involves (1)

 17:22

Inwood (1)

 25:14

irrelevant (4)

 36:19;37:5;106:16,

 19

irrespective (1)

 76:11

issue (27)

 10:20,21;11:8;28:25;

 42:24;48:13;51:9,17;

 56:1;62:11;70:7;77:22;

 81:2;82:3;97:23;106:9,

 10;108:15;131:17;

 132:15;133:25;135:12,

 23;141:10;142:16;

 158:13;161:1

issued (1)

 112:12

issues (21)

 28:14,19;36:9;37:24;

 38:1;51:1,5,7;52:5;

 98:23;106:11;108:1,3,

 18;131:4,9;135:16,16,

 17;138:1,3

item (1)

 132:14

items (8)

 28:9,14,17,25;47:23;

 59:13;71:13;93:19

J

jail (1)

 104:11

January (2)

 8:15;109:18

jeopardize (1)

 37:15

jiggering (1)

 42:16

job (1)

 96:2

join (4)

 38:9,22;39:14;

 120:18

joinder (2)

 38:15;39:17

joins (1)

 39:16

Jones (2)

 66:13;146:5

Judge (10)

 37:11;96:13,13;

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(12) hoping - Judge Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 177

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 107:23;112:20;123:14;

 149:8,8;154:3;161:7

judgement (2)

 106:15;107:8

judgment (6)

 68:18,21;78:15;95:4;

 96:1,1

July (3)

 31:17;109:14;117:18

juncture (1)

 44:9

June (15)

 18:18;23:21;25:4;

 31:15,16,25;34:9;35:6;

 60:24;61:10;68:15;

 108:10;109:16;117:16;

 126:11

junior (2)

 68:25;86:14

justly (1)

 103:3

K

Karotkin (159)

 18:22;21:2;25:18;

 43:7;47:3,5,7,8,13,16,

 19,22;48:19,21,25;

 49:19,23,25;50:4,11,

 13,16,19;51:15,20,22,

 24;52:4,10;53:18,22,

 24;54:2,5,6,7,8,19,21,

 24;55:4,6;56:1,6,14,19;

 57:13,15,18,21,23;

 58:3,6,14,16;59:18,20;

 60:11,13,15,19,22;

 61:4;62:14,18;63:9,11,

 17,21,24;64:2,5,12;

 65:2,5,7,9,14,16,19,22;

 66:1,5,7;71:17;85:21;

 87:16;89:19;90:6;

 94:25;101:21;102:5,

 22;105:25;108:5;

 110:9;111:7,11,14;

 118:20;122:1;126:9;

 127:6;128:6;136:12,

 14,15;138:9,11,13,16,

 24;139:1,6;140:5,10,

 14,16,21;141:13,16,18,

 20,21;142:1,5,7,9,12;

 143:10,15,17,20;144:1,

 7,9,11,13,15,18,22,24;

 145:5,7,11,13,16,19,

 22;146:8,17;147:15;

 148:15;155:2,6,21;

 156:5;162:3,20

Karotkin's (3)

 101:14;102:20;155:3

Katrina (1)

 7:21

keep (8)

 9:13;36:14;38:13;

 46:12;111:8;125:16;

 130:11;136:17

keeping (1)

 27:7

key (5)

 26:19;45:17;68:9;

 71:9;108:22

kilowatt (1)

 41:21

kind (19)

 7:20,24;8:24;22:10;

 32:4;33:23;59:25;

 63:13;67:25;78:17;

 81:11;90:6;101:17;

 112:19;119:12;147:12;

 150:23;151:13;152:12

kinds (2)

 28:8;99:10

Knapp (3)

 38:11,11,23

knew (1)

 103:8

knowing (3)

 19:22;32:19;128:7

known (2)

 65:12;123:6

knows (7)

 8:8;55:16,17,22;

 56:2;96:12;152:18

Kornberg (5)

 16:22;19:18;64:17,

 21;109:17

Kramer (1)

 81:17

Kurth (1)

 87:9

L

labor (1)

 16:2

Lacey (5)

 39:3,4,10,12,14

lack (1)

 45:3

laid (2)

 19:13;47:2

Laila (1)

 46:7

land (5)

 34:7;35:1;116:6;

 124:19;157:5

landscape (1)

 95:16

large (1)

 88:25

largely (1)

 119:25

largest (1)

 114:8

Larry (1)

 129:20

last (37)

 7:18;8:4,15;14:18;

 15:1;16:21;26:8;29:3;

 30:21;32:1;35:3;47:25;

 48:10;49:9;64:18;

 65:24;79:20,20;85:18;

 87:21;100:25;109:9,

 11,21;113:13;119:2,4;

 124:2;128:7,17,20;

 151:17,22;160:6;

 162:13,13;163:2

last-minute (1)

 124:3

late (4)

 10:16,24;99:4;124:2

later (4)

 12:14;22:25;145:12;

 161:8

laugh (1)

 62:17

laughs (1)

 127:24

laughter (1)

 102:24

laundry (1)

 25:19

law (14)

 10:7;18:6;20:18,23;

 25:7,11;41:15;70:24;

 71:10;78:1;86:10;

 89:14;100:10;132:19

lawyer (3)

 10:20;45:25;96:12

lawyers (8)

 8:14,19;9:9,12;

 10:10;11:16;63:7;

 112:17

lay (1)

 116:6

lead (3)

 20:25;106:22;154:13

leading (1)

 18:3

learned (1)

 163:4

least (23)

 12:2,14;13:13;35:12;

 40:16;41:11;43:12;

 68:17;96:8;98:25;

 101:3;104:23;114:14;

 127:7;131:4;136:18;

 146:21;147:3;152:14;

 153:2,3,5;163:17

leave (5)

 17:5;22:11;23:1;

 86:2;124:1

leaves (2)

 18:17;37:7

leaving (3)

 42:14,21;50:6

left (2)

 36:18;44:1

leg (1)

 153:3

legal (1)

 9:24

legislation (14)

 29:6,10,14;44:14;

 51:13;55:11;65:11;

 67:4,5,6;108:7;137:8,

 13,22

legislative (2)

 31:10;37:20

legislatively (1)

 110:1

legislator (1)

 38:16

legislature (6)

 38:16;45:9;56:18;

 91:25;97:7;122:5

lenders (1)

 81:17

length (2)

 25:9;149:1

lengthy (1)

 10:17

less (7)

 13:4;17:12;72:24;

 108:15;121:14;136:13;

 151:15

letting (1)

 102:11

level (3)

 23:25;81:21;121:20

levels (2)

 120:16;156:17

Levin (1)

 81:17

liabilities (2)

 75:16;83:25

liability (11)

 50:2;55:19,19;58:19;

 61:2;115:20;121:4;

 143:3;148:20;158:19;

 159:7

liable (2)

 152:18;157:24

liens (1)

 71:17

life (2)

 41:9;83:6

lift (1)

 159:14

lifted (2)

 159:16,16

lifting (4)

 158:9;159:1,4,10

light (2)

 15:13;153:10

lightly (1)

 47:2

likelihood (1)

 160:12

likely (4)

 17:12,12;44:20;

 145:8

limit (1)

 25:16

limitation (1)

 156:23

limits (2)

 13:23;102:4

line (10)

 12:22;17:24;19:8;

 40:25;57:3;108:8;

 118:18,21;129:4;145:9

lined (2)

 119:12,13

lines (2)

 45:8;117:20

liquidated (2)

 120:15;154:11

liquidating (1)

 114:14

liquidity (1)

 37:19

liquor (1)

 10:7

list (7)

 7:23;21:5;25:19;

 54:11;130:9;132:12,14

Listen (2)

 77:15;131:4

listened (1)

 81:25

listening (1)

 163:5

litigate (1)

 155:23

litigated (2)

 125:9;154:14

litigation (1)

 158:11

little (20)

 15:13;39:8,11;46:16,

 21;64:22;67:9;68:13;

 69:4;72:15,18,24;

 77:13;92:25;111:8;

 147:5;149:19;150:24;

 151:18;159:19

live (2)

 131:15;152:19

living (2)

 19:9;46:11

LLP (2)

 30:13;38:13

lobbying (1)

 80:3

Local (2)

 38:12;131:24

Locke (1)

 38:13

long (7)

 21:5,19;24:20;56:21;

 63:5;123:5;163:13

longer (3)

 29:4;68:16;110:11

long-term (3)

 16:8;23:15;38:19

look (21)

 21:4,12;32:20;48:21;

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(13) judgement - look Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 178

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 53:6;77:14;85:11,11;

 93:12;95:16;103:4;

 115:23,24,24;121:1;

 122:5;132:12;139:17;

 142:4;156:17;160:17

looked (3)

 119:11;152:23;162:1

looking (7)

 46:14;48:5,5;52:17;

 61:7;83:4;119:5

looks (4)

 19:13;155:7;162:6,

 11

loosely (1)

 47:2

Lord (1)

 38:13

lose (4)

 19:10;104:11;

 116:18;158:13

losing (1)

 158:12

loss (5)

 115:22,24;117:24;

 158:1,23

losses (3)

 138:20;157:25;

 158:14

lost (5)

 12:22;19:3,10;81:11;

 115:3

lot (16)

 25:11;36:23,24;

 49:16;63:1;67:1;68:13;

 77:10;94:2;106:1;

 119:1;126:11;132:25;

 133:22;135:13;150:24

lots (3)

 22:14;107:13;150:13

lottery (1)

 10:3

loved (1)

 8:7

low (3)

 34:2,7;78:8

lower (2)

 52:7;92:25

lowest (1)

 148:24

LP (1)

 87:10

luck (1)

 35:16

M

macroeconomic (1)

 37:19

magically (1)

 97:22

main (2)

 82:3,5

maintain (1)

 123:23

maintained (1)

 12:20

maintaining (2)

 12:11;162:9

maintains (1)

 145:3

major (3)

 33:19;35:19;153:6

majority (1)

 125:2

makes (5)

 10:22;20:6;25:17;

 96:13;153:10

making (6)

 13:8;59:25;99:12;

 104:14;116:14;161:22

Malter (1)

 39:2

manage (2)

 16:1;108:10

Management (1)

 87:10

mandatorily (1)

 151:3

Mandatory (3)

 141:1;149:16;150:4

Manges (2)

 47:8;136:15

many (17)

 7:16;9:9;11:20;13:1;

 16:2,7;22:9;24:10;

 25:19;30:22;37:14;

 47:17;54:8;65:17;

 71:21;112:16;132:16

March (3)

 18:3,14,21

margin (1)

 153:4

mark (1)

 158:18

market (12)

 71:22;77:7,8;101:7,

 8;124:25;141:2;

 150:10,12,13,17,23

marketplace (4)

 74:2;75:13;100:20,

 23

markets (2)

 59:8;121:18

marks (1)

 150:23

marry (1)

 119:6

Marshack (1)

 46:7

massive (3)

 22:5;24:18;33:7

MASUD (5)

 46:2,6,7,11,25

match (1)

 147:6

material (2)

 88:14,23

math (2)

 78:23;151:9

Matter (8)

 7:9;10:7;12:4;41:15;

 51:4;73:25;97:1;

 120:13

matters (2)

 10:23;114:24

Matthew (2)

 110:18;113:19

maximizing (1)

 109:2

maximum (6)

 25:8;72:4,17,22;

 75:4;79:23

may (26)

 11:4,6;12:3;32:23;

 33:25;36:24;56:10;

 87:6;91:3;92:7,14;

 93:11;95:16;97:10;

 101:6;111:6;117:5;

 131:2;133:16;144:9,

 11;148:6;153:25;

 154:4;155:10;159:4

maybe (12)

 13:3;22:24;35:19;

 36:21;50:9;99:9,18;

 106:7;118:10;123:16;

 145:9;163:15

mean (52)

 17:6;18:21;20:18;

 21:11;22:24;26:12;

 28:6;36:22;41:4;49:13;

 51:17;59:9;62:25;63:3,

 13;70:5;73:18;76:9,24;

 84:16,19;90:12,19;

 95:22;96:10,11;97:21;

 98:5,12;99:15,17;

 100:4;104:11;106:23;

 109:8;111:8;118:5,22;

 120:19;126:10;130:15;

 134:21;135:10,23;

 139:2;146:24;147:24;

 155:22,25;156:24;

 160:17;161:13

meaning (2)

 51:12;107:9

meaningful (8)

 8:21;21:1,3;83:25;

 98:21;158:6,10,11

meaningfully (1)

 45:6

means (13)

 24:13;43:10,10;

 51:17;76:14;94:25;

 126:14,14,16;148:2;

 158:8,9,11

meant (2)

 18:22;69:13

meet (3)

 12:9;59:21;64:2

meets (1)

 125:25

member (2)

 94:6;114:12

members (4)

 15:14,24;16:8;94:7

mention (1)

 79:5

mentioned (6)

 61:1,17;68:2;124:11;

 152:19;156:21

mentioning (1)

 29:2

mere (1)

 26:1

merits (1)

 130:19

mess (1)

 8:21

message (2)

 11:19;44:25

metaphor (3)

 41:24;85:13;105:20

meter (1)

 58:1

meters (1)

 58:2

mid-September (1)

 127:9

might (15)

 10:17;24:11;32:20;

 34:3;35:2;77:16;90:21;

 91:15;100:20,22;

 118:6;124:18,22;

 152:1;161:13

Milbank (3)

 30:13;105:23;154:23

mileposts (1)

 9:3

milestones (1)

 9:3

militate (1)

 155:16

million (3)

 28:16;52:10;123:23

mind (3)

 51:17;79:6;112:17

mindful (2)

 10:16;26:18

mindset (2)

 85:17;133:4

mine (1)

 30:4

minimum (3)

 72:22,23;75:5

miniscule (1)

 69:17

minors (1)

 10:7

minute (8)

 35:3;36:18;67:13;

 86:4;88:1;112:7;

 151:19;156:10

minutes (29)

 14:6,7,11,11;38:2;

 47:4,9,10,14,21;81:14;

 99:5,21,23,24;110:21,

 22,23;111:6,13,16,18,

 25;112:2,4;113:7,8;

 141:4;154:25

miss (1)

 150:23

missed (5)

 12:21;119:10;130:3,

 5;150:24

mission (1)

 40:6

mistake (1)

 24:23

misunderstanding (1)

 130:16

mitigated (1)

 108:12

mix (1)

 81:23

modification (2)

 56:4;116:11

modified (3)

 48:1,11;128:23

modify (2)

 126:4;161:16

modifying (1)

 117:7

moment (11)

 7:14;10:11,15;11:12;

 17:5;46:21;95:2;

 122:12,19;156:4;

 157:18

moments (1)

 110:16

money (10)

 16:1;35:20;73:2;

 76:14;104:12,19;

 120:6;152:11;154:14;

 161:13

Montali (1)

 7:5

month (4)

 12:22;49:9;55:7;

 137:4

month- (1)

 109:15

months (5)

 20:5;34:5,5;35:8;

 128:7

more (73)

 9:2;10:22;11:16;

 17:11;19:10;20:7;

 24:16;27:12,18;30:18;

 33:13;34:23;35:12;

 37:10;40:7;44:20;

 45:16;46:20;51:5,8;

 59:6;66:25;67:12;

 68:16;71:24,24;82:19;

 85:14;90:15;92:7;97:3,

 4,13;99:18;100:16,18;

 101:18;105:5;108:18;

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(14) looked - more Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 179

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 109:13,18;111:8;

 112:16;114:1,9,22;

 124:7,8;125:1,1,2,12;

 131:12;135:14;137:11;

 139:6;141:4;150:20,

 20,25;152:13,14;

 156:4;158:6,8,10,10;

 159:2;161:13,23;

 162:2,14;163:4

Moreover (1)

 88:20

morning (32)

 7:6,7;14:1,2;38:11,

 25;39:1,4;44:3,4;46:6;

 47:6,7;56:20,20;66:9;

 68:3;81:16;89:22,23;

 105:17;110:15;116:24;

 117:10;124:25;128:14;

 137:6,20;143:20;

 147:5;163:13;164:1

most (7)

 54:11;66:18;116:10;

 122:13,16;131:13;

 150:3

motion (48)

 13:22;15:5;16:10;

 21:9,13;22:8;26:1;

 27:16;30:6,20;31:18,

 24;39:16;44:1,9,18;

 45:19,21;56:2;82:15;

 91:7,17,18,24;104:25;

 110:4,4;112:1,23;

 113:6,10;119:12;

 137:23,24;139:12,22,

 24;142:19;143:23;

 144:2,19;145:3;

 155:16,17;156:6,8,19;

 157:6

motions (14)

 12:11;43:6;54:15;

 59:23;87:13;88:10;

 90:13;94:23,24,25;

 130:6;163:19;164:3,3

motion's (1)

 30:18

motives (2)

 52:13;62:3

Movants (3)

 88:11,12,15

move (17)

 10:14;12:5;13:2,5;

 25:1,25;33:13;45:11,

 18;67:16;89:8;97:11;

 108:4;116:25;117:1;

 126:8;141:13

moved (2)

 67:14;133:17

movement (2)

 44:18;60:1

moves (1)

 57:12

moving (11)

 12:7;52:15;59:23;

 63:4;90:7;93:19;

 110:14;116:22;137:17;

 143:21;145:11

much (23)

 8:4;15:17;34:24;

 35:25;38:1;40:21;

 45:14,23;46:23;48:7;

 51:5;73:2;82:13,16;

 90:3;119:19;121:4;

 137:3;150:20,20;

 156:16;159:22;160:11

multiple (10)

 31:19;33:24;36:6;

 40:15;58:10,10;102:9;

 108:10,12;161:24

municipalities (1)

 16:7

must (4)

 50:11,13;87:20;

 156:25

muster (1)

 64:8

mutual (1)

 15:25

myself (3)

 12:1;81:18;142:23

myth (1)

 31:14

N

name (4)

 7:23;30:8;38:10;

 66:11

names (1)

 7:20

narrowed (1)

 71:12

narrowly (1)

 68:6

native (1)

 8:2

natural (1)

 156:23

nature (1)

 15:14

necessary (4)

 45:19;74:8;163:23,

 23

need (34)

 10:9;13:20;22:11;

 29:14;30:8;31:1;41:6;

 66:17;81:15;82:9;93:2;

 101:13;109:20;110:5,

 6,10,22;111:3,7,11;

 118:14,18;120:15;

 123:20;124:23;127:23;

 129:25;130:21;131:6;

 135:17;153:13;159:5,

 6;162:15

needed (2)

 45:15;120:9

needing (1)

 119:23

needs (8)

 19:19;24:9,9,18;

 25:10;101:3;118:16,17

negative (4)

 60:8,9;124:20,22

negligible (1)

 33:5

negotiate (13)

 23:1;27:16;61:22;

 102:13;128:25;138:4,

 21,21;140:21;146:13;

 149:6;160:20;161:13

negotiated (3)

 103:7;140:6;149:1

negotiating (3)

 82:19;146:16;152:5

negotiation (1)

 162:11

negotiations (12)

 45:14;46:18;97:18;

 98:22;125:5;136:25;

 137:1,7,10,15,17;147:1

neighborhoods (1)

 92:15

neighbors (1)

 8:9

Neither (2)

 119:3;157:19

nest (7)

 84:18,19,23;85:12;

 140:12;156:20;163:9

nests (2)

 85:11;140:16

neutral (1)

 40:19

neutrality (1)

 123:24

Nevada (1)

 133:17

new (4)

 29:6;83:6;100:19;

 123:22

news (1)

 94:3

next (14)

 13:11,11,16;31:15;

 57:2;61:10;81:8;82:13;

 95:25,25;102:12;

 112:20;131:13;151:8

next-door (1)

 163:18

nice (2)

 27:11;66:9

night (9)

 26:8;29:3;32:1;

 65:25;119:2,4;124:2;

 151:17,23

nightmare (2)

 46:12;64:20

nightmares (1)

 8:5

nine (3)

 35:8;116:13;132:1

Ninth (7)

 51:6;69:1,6;70:24;

 86:10,16,17

nit (1)

 69:20

nitpicking (1)

 10:20

nitpicks (1)

 28:8

Nobody (3)

 37:19;119:13;126:14

non-compelling (1)

 125:4

nonconfirmable (1)

 35:19

none (5)

 91:23;93:10;95:9;

 97:16;103:8

nonpublic (2)

 20:5;40:2

nonstarter (2)

 157:22,22

nontransparent (1)

 40:2

Nor (2)

 36:7;157:20

normal (2)

 61:23;93:7

north (3)

 22:6;23:25;24:25

Northern (3)

 8:8;131:16,25

note (9)

 58:8,21;59:4;64:13;

 79:21;102:21;137:5,

 25;139:9

noted (6)

 16:16;48:8;78:21;

 87:21;137:15;140:22

noteholder (2)

 44:12;139:18

noteholders (8)

 13:22;14:4;39:17,25;

 48:25;49:7;58:25;

 87:22

noteholders' (1)

 58:23

notes (6)

 23:17;44:6;52:6;

 100:20,22;135:7

notice (2)

 67:25;143:23

noticed (2)

 79:21;151:23

noting (2)

 68:3;113:22

notion (4)

 63:15;155:3,9,12

November (4)

 7:18;49:2;62:23;

 63:15

nowhere (1)

 122:22

number (37)

 18:4;23:13;24:11;

 32:24;34:8;35:2;36:9;

 50:23;57:11,13,18;

 58:11;68:16;74:4;

 75:16;76:4;77:23;

 78:17;79:24;80:1;

 92:15,16;93:19;

 129:12,13,23;132:14;

 147:12;148:3,4;149:5,

 6,7;156:16;157:19;

 158:2;162:3

numbers (8)

 34:22;68:16;69:14;

 124:15,17;151:14;

 160:9,9

Numerous (1)

 44:20

O

object (2)

 88:4,5

objection (1)

 106:4

objections (5)

 15:14;50:24;87:13;

 125:14,21

obligated (1)

 43:2

obligation (1)

 51:24

observations (2)

 82:1;147:16

observe (1)

 25:15

obstinate (1)

 153:8

obvious (6)

 11:1;73:18;88:24;

 117:4;138:12;161:10

obviously (8)

 14:19;22:14;23:15;

 50:7;94:5;117:23;

 123:19;163:4

OCC (3)

 30:2;37:5;134:7

occasion (1)

 145:2

OCC's (1)

 30:1

occurred (3)

 7:19;21:12;117:14

October (1)

 92:9

off (17)

 15:4;21:6;90:17;

 91:7;96:6,10;105:6;

 111:20;117:22;120:6;

 125:18;131:21,24;

 133:6,20;137:4;155:1

offer (2)

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(15) Moreover - offer Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 180

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 27:10;147:19

offered (1)

 90:13

offering (1)

 27:18

offers (2)

 158:5,6

Office (5)

 16:14;39:6;40:12;

 44:21;64:15

officer (1)

 86:16

official (16)

 13:9;14:8;15:3,9;

 19:14;29:23;30:13;

 32:23;44:22;89:24;

 105:23;108:14;154:24;

 157:6,15;159:13

officio (1)

 114:12

old- (1)

 32:4

once (4)

 58:18;143:2;150:17,

 23

one (117)

 7:11;8:11,16;9:12;

 10:1;11:3;12:2,2,7,16,

 18;13:5;14:20,25;15:3,

 9;16:19,19;17:1;19:13;

 21:11;24:8,17;25:14,

 22,23;27:22;28:14;

 31:24;32:10;33:14,24;

 34:1;35:12;36:2;37:4;

 39:20;40:7;44:25;

 49:23;51:21;54:17;

 55:3;58:2;59:1;61:15,

 18,24;64:12,14;65:7;

 66:21,25;67:12,24;

 68:3,9;71:13;73:16;

 74:4;78:16;79:20,24;

 81:3,8;82:2,21,23;

 83:12,12;88:22;90:20;

 91:15;94:25;95:9;

 96:10;97:1;98:8;99:3;

 100:6;102:6;103:19;

 104:18;105:1;106:4;

 108:2,11;109:9,11;

 112:10;113:4,22;

 114:14;120:20,24;

 122:13;123:16;130:10,

 14;134:3;142:10;

 144:24;146:18;150:3;

 151:25;152:21;153:6;

 154:5;156:10,15;

 157:19,21,22;161:21;

 162:6,14;163:24

one- (1)

 73:6

ones (6)

 8:7;9:11;42:19;

 97:16,17;100:1

ongoing (2)

 57:5;137:15

only (51)

 7:22,23;13:5;22:19,

 20;24:16;27:24;31:6;

 33:4;35:4,5;36:17;

 39:20;41:22;42:13,19;

 43:12;47:20;53:12;

 62:1;66:19,24;77:21;

 79:2;80:5,16;83:12,12;

 95:2;96:1;98:8;100:6;

 102:11;104:18;113:13;

 114:5,23;131:8,21;

 135:2;139:18;142:18;

 148:18;152:23;153:11;

 154:1,13,25;158:18;

 160:5;161:5

onto (1)

 35:8

oOo- (1)

 7:2

open (9)

 10:6;11:13;17:11;

 39:18;45:16;91:15;

 139:3;152:9;160:23

opening (16)

 7:10;12:2,6;13:18;

 14:7;38:9;39:25;59:12;

 69:22;71:16;97:16;

 100:4;110:21,21;

 130:14;147:7

operating (1)

 81:20

operation (1)

 132:15

operations (2)

 131:22;132:14

opinion (2)

 37:9;117:25

opponents (1)

 112:25

opportunities (1)

 80:3

opportunity (7)

 14:19;45:1;61:24;

 86:22;93:9;95:14;

 105:9

oppose (2)

 91:7;104:19

opposed (3)

 27:9;90:16;158:12

opposing (3)

 79:2;156:9,19

opposite (1)

 118:8

opposition (2)

 91:14;94:20

oppositions (1)

 122:14

opt (1)

 120:12

optimal (1)

 37:15

optimistic (1)

 159:9

option (1)

 49:23

options (1)

 12:17

order (5)

 7:3;16:12;100:1;

 108:16;112:11

original (1)

 64:6

originally (2)

 32:7,9

others (6)

 8:16;12:3;28:20,22;

 44:22;61:16

other's (1)

 108:4

Otherwise (1)

 35:6

ours (1)

 104:3

ourselves (2)

 102:6;163:2

out (47)

 10:4;14:22;19:14;

 20:3,3;23:16,23,25;

 31:21;33:19;35:1,6,14,

 16;38:2;43:25;48:12;

 58:16;60:25;63:7;

 64:25;71:20,21;75:13,

 14;80:8,10;81:3;82:4;

 83:4,6;101:4;108:3;

 115:15;118:13;121:9;

 122:11;125:25;129:2;

 130:15;141:11;142:22;

 146:9;147:25;152:12,

 13;161:22

outcome (4)

 34:3;37:15;59:14;

 115:15

outcomes (1)

 108:21

outline (4)

 43:6;59:16;60:8;

 162:8

outlined (1)

 10:15

outlines (1)

 76:13

outlining (1)

 60:1

out-loud (1)

 102:23

outset (4)

 15:16;48:13;56:7;

 90:2

outside (3)

 39:5;117:15;119:23

outstanding (1)

 78:2

over (16)

 9:17,17;13:25;17:7;

 30:21;31:11;51:9;

 52:11;58:3;60:16;69:3;

 71:23;105:15;155:21;

 159:19;162:11

overall (1)

 83:20

overflow (2)

 112:14,19

overpayment (1)

 71:25

overseeing (1)

 114:13

oversimplification (1)

 23:7

oversubscribed (1)

 58:8

overwhelmed (1)

 163:7

owe (1)

 96:11

owed (2)

 121:5;160:12

own (17)

 9:18;62:2;82:25;

 83:4,11;84:18,19;

 86:23;94:3;105:6,9;

 116:24;140:4;148:17;

 156:17;157:2;163:9

ownership (1)

 88:13

owns (1)

 87:11

P

pace (1)

 67:17

Pacific (1)

 10:12

paid (14)

 36:20;41:3;49:20,25,

 25;52:17;81:1,1;88:15;

 114:5;121:12;138:11;

 140:24;154:12

paper (3)

 65:20;78:5;130:11

papers (12)

 78:4,12;79:21;80:7;

 86:19;90:18,21;

 130:14;148:17,18,22;

 152:20

par (1)

 100:18

paradise (1)

 7:18

parallel (2)

 74:9;92:2

parameters (2)

 55:14;57:1

paramountly (2)

 88:9;154:15

parents (1)

 10:12

parked (1)

 75:23

parochial (2)

 61:15;98:20

part (12)

 8:22;28:7,9;36:12;

 41:16,17;89:18;98:20;

 118:10;128:7;132:22;

 142:19

participate (2)

 25:5;55:12

participating (1)

 61:11

particular (7)

 16:12,16;25:10;37:1;

 61:8;102:20;130:22

particularly (4)

 9:18;61:13;142:2,18

parties (49)

 12:7;15:10;24:1,2;

 27:19,23,24;30:22;

 36:10,19;38:19;40:1;

 44:21;45:3,13;46:20;

 48:15;50:23;53:12;

 59:23;60:23;61:25;

 62:1,20;63:4;82:10,19;

 83:10;90:7;91:23;92:7;

 93:10,24;96:11;114:5;

 119:12;120:17;122:9;

 126:1;128:25;137:2,3;

 142:22;143:7;144:19;

 157:23;158:2;160:19;

 163:13

parties' (1)

 92:12

parties-in- (1)

 61:5

parties-in-interest (1)

 62:19

party (10)

 90:15;93:17;102:11;

 104:24;110:14;117:7;

 119:9;143:4;146:20;

 163:21

party-in-interest (1)

 48:3

party's (1)

 108:2

pass (1)

 64:8

passage (2)

 67:5;137:13

passed (4)

 44:13;55:8;67:5;

 82:15

past (5)

 76:19,20,23;150:17;

 159:18

patently (3)

 106:2,8;108:16

path (11)

 15:11;17:24;19:15;

 20:17;25:1;26:4;37:13;

 115:11;128:24,25;

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(16) offered - path Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 181

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 129:1

pathway (1)

 84:9

Paul (3)

 87:5,9;153:24

pausing (1)

 160:7

pay (13)

 10:3;50:9;72:17;

 74:22;77:8;87:19;

 114:18;115:23;125:4;

 162:15,21,22,25

paying (3)

 77:25;152:5,24

payment (3)

 27:6;36:22;122:10

payments (1)

 158:16

pays (1)

 87:18

peace (2)

 31:21;33:19

peel (1)

 96:10

pending (1)

 31:24

pension (2)

 16:1;27:7

pensioners (1)

 27:8

people (42)

 7:13,21;13:4;16:5;

 21:15;28:12;36:1,22;

 52:22;79:2;82:24;

 85:10,10,14;92:16;

 94:16;99:15;101:24,

 25;107:17,19;115:25;

 116:4;118:7;122:2;

 123:12;126:4;131:12,

 25;136:19,22;138:19;

 143:1,20;147:11,13;

 150:23;152:4,5,7;

 160:16;162:15

people's (1)

 111:9

per (4)

 41:21;52:12,12;72:4

percent (20)

 72:9;85:3;92:24,25;

 114:4,9;150:6,15,22,

 24,25,25;151:3,6,11,

 12,12;153:4;160:5,6

perhaps (3)

 12:15;20:7;103:3

peril (1)

 37:14

perilous (1)

 29:7

period (4)

 25:10;48:2;127:3;

 145:16

periods (2)

 117:6;138:6

permitted (1)

 102:12

person (4)

 37:4;82:13;83:3;

 131:8

personal (5)

 115:1;125:17,17;

 138:19;157:25

personally (1)

 8:13

perspective (4)

 117:2;156:7;158:8,

 20

petition (2)

 100:9,15

PG&E (26)

 7:9;8:15;11:25;

 15:24;16:9;22:7;23:16;

 24:17;27:4,8;38:20;

 69:10;81:17;83:9;94:8,

 9;115:15,19;120:21;

 131:9;132:7,13;

 135:21;141:10;152:24;

 157:23

PG&E's (3)

 114:15;133:5;152:18

ph (4)

 28:5;93:21;107:2;

 126:5

phone (6)

 64:18;92:1;110:7;

 111:21;117:22;123:13

phones (1)

 117:22

phrase (4)

 9:18,19,20;30:4

physical (1)

 8:24

pick (7)

 9:10;73:16;98:1;

 151:10,10,15;153:5

picked (1)

 151:23

piece (3)

 8:21;39:8;41:2

pin (1)

 84:16

place (4)

 27:7;76:15;100:6;

 137:7

plaintiffs (2)

 139:16;142:14

plan (256)

 10:6;11:19;12:2;

 13:3,10;17:13,25;

 18:17,18;20:9,9;22:3,

 12,21;23:14;24:5;27:3;

 28:18;30:24;31:25;

 32:18,20;33:24;34:1,9,

 17;35:7,12,13,19;36:1,

 2,4,20;37:7,9;38:17;

 39:9,21;41:2,12,17,20;

 42:14,20;44:11,12,15;

 48:8,14;49:4,5,8,11;

 50:11,23;51:10,18,25;

 52:4,15;53:7,9,12,21;

 54:25;55:6,8,9,13,15,

 17,19,20,21,22;56:8,

 22;57:1,2,3,6;58:10,20,

 23;59:10,17;60:9;61:4,

 17,18,23;62:7,10;63:5,

 7,15,25;64:7;66:3,20,

 22;67:2,7;68:8,19,24;

 69:1,16,17;70:11;

 71:25;72:3,15;73:12,

 12;75:1,3,5;77:25;

 78:14,20,24;79:24;

 80:6,15,18;82:7,21;

 83:1,3,10,12;84:12,19,

 25;85:24;86:22;87:18,

 20,23;88:20,21;89:4,4,

 13;90:22;91:5,15;92:8,

 8;93:11;94:19,20;

 95:15;97:2,3;99:11,18;

 101:20;104:3,3,9,15,

 19;106:2,6,12;107:10;

 108:11,16,19;112:5;

 113:23;117:8,17,19;

 118:13;119:18;120:23;

 122:8,14;125:25;

 126:15;127:25;128:1,

 2;129:1;130:22;131:8;

 132:13,24;133:10;

 134:4;136:6,18;137:1,

 12;138:4;139:23,25;

 140:4,24,25;141:14;

 142:4,7,11,12,15,21,

 24;143:1,2,6,22;144:4;

 146:9,10,18,20,21;

 147:3,4,7,8,15;148:5,7,

 7,11,11,19,21;149:13;

 152:8,8;154:18;

 155:12,14,20;156:15,

 20,24,25;157:20;

 158:12;159:2,12,17;

 160:9;162:6,8,8,11;

 163:8

plan-funding (1)

 87:15

planned (4)

 98:18,22;137:10;

 139:17

planning (1)

 38:9

plans (46)

 9:22;10:11,22;11:4,

 10;16:2;31:19;32:24,

 25;33:24;34:18,24;

 36:8,21;40:8,15;42:14;

 43:12;49:1,1;53:15;

 54:13;61:13,14;62:1,

 23;64:19;66:17;68:15;

 73:15;74:5,9,10;82:25;

 83:11;86:23;98:8,14;

 108:11,12;109:3;

 127:8;132:23;143:13;

 158:9;161:24

plan's (1)

 37:1

play (2)

 37:6,6

players (3)

 38:19;62:5;127:23

playing (1)

 155:11

pleading (4)

 57:3,7;58:9;104:24

pleadings (5)

 44:25;49:4;52:23;

 58:17;59:4

please (7)

 24:25;46:3,5;112:10;

 132:20;133:25;156:14

plenty (1)

 29:20

plus (3)

 100:18;106:11;153:4

plush (1)

 85:12

PM (1)

 164:5

pocket (1)

 10:5

podium (5)

 26:23;38:4;113:8;

 125:21;129:9

point (59)

 11:22;18:20;20:7;

 21:17,23;24:16;26:15;

 29:1,17;32:22;33:16,

 22;37:13;42:2,5;48:12;

 52:7;54:24,25;55:1;

 58:16;65:7;66:24;

 67:12;69:7;70:23,23;

 71:15;72:19;74:1;

 75:14;79:20;80:10;

 89:11;92:3;93:23;

 99:13;100:16,25;

 103:20;104:13;107:24;

 109:1,9,11,21;125:18;

 126:20;131:4;138:18;

 140:19;142:3;155:25;

 157:7;160:7;161:15,

 22;162:13;163:2

pointed (2)

 14:22;25:11

pointing (1)

 142:21

points (17)

 26:19;36:20;66:25;

 71:9;92:7;99:25;

 101:15;103:5;105:24;

 106:2;109:13;125:12;

 130:21;153:5;155:2;

 160:3;161:19

polarize (1)

 62:1

polite (1)

 123:11

polling (1)

 96:7

pool (2)

 159:6,18

pop (1)

 42:23

portion (3)

 73:6;123:21;159:11

position (36)

 13:9;22:17;29:7;

 35:20;48:5;59:7;61:8;

 79:8;89:2,9;90:16;

 91:6,8,20;94:10;95:9;

 98:1,21;119:10;129:5,

 14,15,17;130:16;

 134:4;135:5;138:3;

 139:4,5;157:18;158:4;

 159:9,16;160:11,13;

 163:20

positions (1)

 64:23

positive (2)

 26:4;44:17

possibility (3)

 18:17;42:21;116:4

possible (2)

 33:2;118:17

possibly (3)

 75:3;79:23;101:12

Post- (2)

 100:8,14

posted (1)

 163:16

post-petition (8)

 24:10;68:11,13;69:3;

 78:1;85:20;107:11;

 148:5

pot (1)

 76:12

potential (2)

 109:3;149:12

potentially (2)

 108:20;117:8

Power (7)

 129:20;131:21,23;

 132:1;133:7,20;149:11

powers (1)

 153:8

practical (2)

 78:15;97:1

practice (1)

 109:18

precedent (2)

 86:17;89:4

precise (2)

 10:1;112:3

precisely (3)

 21:10;24:8;93:2

preclude (1)

 116:4

precludes (2)

 20:10;145:13

pre-condition (1)

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(17) pathway - pre-condition Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 182

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 29:4

predicate (2)

 53:20,22

predicted (1)

 143:11

preferable (1)

 125:9

preference (1)

 110:12

preferred (4)

 149:16;150:5,5;

 151:1

prejudice (7)

 48:13,16;60:23,24;

 109:12;145:19;157:6

prejudiced (2)

 48:15;64:13

premium (1)

 27:17

prepare (2)

 86:19;94:16

prepared (4)

 78:19;86:12;101:5;

 104:4

preparing (1)

 152:20

presence (2)

 14:23;16:4

present (2)

 88:10;95:14

presentation (4)

 9:12;38:9;159:5;

 163:16

presented (1)

 103:22

presently (1)

 101:19

presents (1)

 21:8

presiding (2)

 7:5;8:18

pressure (2)

 33:25;126:1

presumption (1)

 12:10

pretend (1)

 63:13

pretty (4)

 60:15,17;73:18;

 126:9

prevail (1)

 36:15

prevent (1)

 104:14

prevents (1)

 101:23

previously (2)

 12:13;113:5

price (17)

 72:4,5,16,17,22,22,

 23;73:4,7;75:4,4,5;

 76:9;78:6,8;79:23;

 150:10

prices (1)

 75:19

primarily (3)

 38:15;81:23;158:1

primary (5)

 25:23,24;27:2,2;

 116:21

principal (3)

 17:21;20:23;44:6

principle (1)

 61:17

priority (2)

 16:12;17:9

private (1)

 94:2

privately (1)

 122:21

privilege (1)

 73:22

probably (8)

 11:16;54:9;63:20;

 114:22;133:19;135:14;

 152:13,19

problem (16)

 51:3;103:17;112:22;

 119:4;127:15,20;

 131:25;132:11,25;

 135:25;136:1,7;

 146:15;147:16;159:10;

 163:18

problematic (1)

 160:6

problems (5)

 13:2;56:19,21;128:1;

 148:14

proceed (7)

 15:11;31:19;55:22;

 61:25;67:22;125:8;

 156:24

proceedings (1)

 164:5

process (52)

 8:17,22;9:14;11:5;

 15:8;16:15,18,23,24;

 17:22;19:19;20:8;

 21:11,20,24;23:22,25;

 30:25;36:12;38:19;

 39:18;40:1,2;44:11,15,

 23;45:2,11,18;46:15;

 55:1,6,8;56:8;57:1;

 62:15;74:19;88:17;

 89:3,4;92:2;94:1;97:7;

 101:1,8,19;102:15,18;

 124:6;127:25;148:21;

 158:20

productive (1)

 44:14

professionals (3)

 9:6;10:1;54:16

progress (18)

 20:25;21:1,3;30:18;

 52:24;54:7;55:4;88:23,

 23;98:13;102:19;

 103:15;104:15;118:1,

 16,18;161:1,4

prohibited (3)

 101:19,23;102:2

promise (3)

 33:13;80:9;131:11

promised (4)

 13:21;43:20;99:5,8

promote (1)

 61:14

promptly (1)

 9:11

prong (1)

 107:10

proof (1)

 88:11

properly (1)

 9:11

property (5)

 114:23;115:3,5,8,13

proponent (8)

 69:24;80:19;92:8;

 97:2;98:22;156:20,25;

 158:12

proponents (10)

 41:12;53:7;80:16;

 95:15;108:19;140:11;

 157:20;159:2,12,17

proposal (32)

 15:16,21;17:3,4;

 20:10;21:10,19;22:3;

 24:22;26:19;28:9;29:9,

 13;40:17;42:15;44:12;

 59:15;66:21;70:18;

 77:13;79:22;93:21;

 99:18;100:18;108:23;

 109:22;128:18;139:17;

 148:24;151:13;152:10;

 162:16

proposals (5)

 48:8;58:24;92:13;

 120:23;157:20

propose (6)

 14:6;49:1;84:19,25;

 92:8;97:2

proposed (17)

 17:22;18:18;19:15;

 27:3;34:1;42:14;48:17,

 21;51:12;55:17;58:25;

 73:2;75:4;98:14;

 148:12;149:15;163:8

proposes (4)

 83:3;93:9;148:19;

 156:17

proposing (5)

 10:12;27:23;34:24;

 77:7;90:21

proposition (1)

 157:23

prosecute (1)

 156:24

prosecuted (1)

 57:4

prosecuting (1)

 74:9

prospective (1)

 95:14

prospects (1)

 25:4

protect (1)

 123:24

protected (1)

 27:8

protocol (9)

 13:10;14:21;15:11;

 19:11;31:5,8;37:25;

 91:2;109:14

protocols (6)

 14:25;15:4;19:15;

 48:21;62:22;63:1

proverbial (1)

 24:7

provide (17)

 26:25;40:14;49:5,11;

 50:11;59:5;62:22;

 87:17;101:5;106:15;

 119:22;122:8,10;

 123:22;141:1;143:1;

 161:24

provided (2)

 8:20;101:7

provides (3)

 116:8;141:5,14

provision (2)

 68:10;103:4

provisions (5)

 32:20;68:9,12;72:1;

 104:16

PSPS (2)

 131:10,14

Public (14)

 11:20;39:5;40:12;

 43:5;53:14;55:2;72:16;

 91:6;102:21;103:5;

 104:2,8,17;139:20

publicly (4)

 122:25;123:5,10,11

PUC (1)

 44:21

purchase (3)

 72:4,21;88:12

purports (1)

 119:20

purpose (1)

 25:16

purposes (3)

 12:8;55:20;158:2

pursuant (2)

 55:21;149:3

pursued (1)

 102:10

pursuing (2)

 17:23;46:18

pushes (1)

 71:24

put (22)

 15:6;24:7;33:25;

 35:2;46:8;58:3;62:9;

 82:24;95:12,25;

 112:11;118:18;124:14,

 19;126:1;129:4;

 130:10,15;134:18;

 140:18;160:9,9

puts (1)

 29:6

putting (3)

 38:16;82:23;161:22

Q

questionable (1)

 72:13

quick (3)

 11:25;82:1;155:2

quicker (2)

 110:25;111:2

quickly (6)

 47:16;96:16;97:13;

 125:13;126:8;161:9

quite (16)

 23:4;48:2;57:8;58:6;

 59:3;63:14;64:24;

 119:17;123:1;137:15;

 138:4;139:21;140:7;

 142:19,21;150:19

quote (6)

 25:16;30:2,2;108:6;

 116:19;148:17

quoted (1)

 37:12

quoting (2)

 56:16;139:24

QURESHI (86)

 14:2,3,10,15,16,17;

 15:3,8;17:10,14,16,19,

 21;18:2,7,9,11,14,16,

 25;19:2,5,7,18;20:1,13,

 15,17,19,22;21:7;

 22:13,16,22;23:3,6,8,

 13,19;24:4,6;25:13;

 26:8,10,14,16,18,21;

 27:14,21;28:3,4,10,13,

 22,24;29:11,13,19,22;

 31:21;47:24;50:22;

 62:3;63:19;65:9,23;

 82:22;99:20,22;

 101:25;102:3;103:2,4,

 11,13,20,25;104:2,6,

 10,13;105:4,12,15,16

Qureshi's (3)

 68:3;82:14;140:7

R

raise (5)

 108:22;124:23;

 156:25;160:10;162:25

raised (11)

 27:19;28:22;29:1;

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(18) predicate - raised Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 183

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 36:9,10;47:24;48:13;

 50:23;76:15;99:25;

 100:17

random (1)

 124:15

range (2)

 34:3;108:20

rank (1)

 123:25

rapidly (1)

 57:8

rate (24)

 28:7,15;40:21;43:17,

 18;52:7;68:18,21;69:3;

 70:2;71:19;78:1;

 100:13,15;106:15;

 123:24;141:2,3;148:5;

 151:10,10,12,15;153:5

rate- (1)

 40:18

rate-neutral (3)

 40:19,23;43:8

ratepayer (2)

 52:12;94:5

ratepayers (5)

 40:9;41:3;42:7,9;

 43:2

rates (7)

 41:13,21;68:11,14,

 17;69:18;71:22

rather (4)

 22:4;29:17;45:4;

 89:12

re (1)

 69:8

reach (3)

 69:22;126:2;154:5

reached (1)

 53:14

reaching (4)

 10:14;52:24;53:11;

 153:10

react (1)

 118:7

reaction (1)

 31:23

read (9)

 9:17;65:24;90:17,18;

 91:14;119:19;129:12;

 145:21;152:20

reading (1)

 151:18

ready (2)

 22:5;139:8

reaffirm (1)

 127:18

real (1)

 95:16

realistic (2)

 62:4;158:8

realistically (2)

 55:22;145:8

reality (3)

 120:14;147:23;155:8

realize (1)

 27:15

really (23)

 7:13;8:4;11:1;12:24;

 15:17;19:20;31:7,23;

 38:17;48:4;77:5;80:8;

 84:9,14;85:12;90:6;

 114:16;116:10;135:10;

 142:23;150:5;151:17;

 160:8

reason (12)

 7:16;12:22;15:5;

 21:8;33:20;49:8;

 102:24;124:8,11;

 128:18;137:11;149:1

reasonable (4)

 148:20;149:8;157:3;

 163:3

reasonableness (1)

 148:25

reasonably (1)

 72:13

reasons (9)

 19:12;23:13;35:15;

 94:11;125:17;131:19;

 137:6;153:7,15

rebuttal (1)

 14:7

recall (1)

 67:3

receive (1)

 114:17

received (1)

 65:10

receiving (2)

 51:7,8

recent (1)

 44:18

recently (2)

 44:13;137:22

Recess (1)

 112:8

recital (1)

 43:18

recite (1)

 43:7

recognize (3)

 44:10;78:24;99:9

recollection (1)

 145:1

record (11)

 14:3;30:10;32:15;

 38:10;66:11;105:22;

 110:18;113:18,25;

 123:15;154:23

recovers (1)

 121:13

recovery (5)

 8:22;9:15;24:19;

 27:1;114:17

red (1)

 155:13

reduced (1)

 123:20

reduction (2)

 28:15;71:19

re-exclusivity (1)

 110:5

reference (2)

 116:9;148:6

referred (1)

 102:22

referring (1)

 69:8

refinement (1)

 91:20

reflect (1)

 7:15

reflected (3)

 58:9,17;139:23

reflects (1)

 53:15

refusing (1)

 77:24

regarded (1)

 72:12

regarding (1)

 131:10

regardless (1)

 129:5

regrettably (1)

 74:17

regularly (1)

 160:25

reinstate (1)

 23:10

reinstated (2)

 23:14;24:14

reject (1)

 88:19

rejected (1)

 40:1

related (4)

 103:5;114:2,23;

 141:7

relationship (1)

 38:20

relationships (1)

 103:14

relatively (1)

 150:16

relaxed (1)

 149:4

relevant (2)

 142:19;150:2

relief (4)

 9:5;11:6;13:15;

 45:18

reliving (1)

 8:7

remain (1)

 112:10

remaining (1)

 159:18

remains (2)

 13:17;31:2

remarkable (3)

 22:4;72:18;139:21

remarks (1)

 7:10

remedy (2)

 64:12;144:22

remember (3)

 8:3;56:12;77:23

remind (4)

 7:13;12:1;56:9,10

reminder (1)

 7:24

remotely (2)

 94:10;157:21

rendered (1)

 97:25

renders (2)

 97:25;108:8

reorganization (5)

 25:10;40:8;55:9;

 58:10;83:21

reorganize (1)

 162:17

reorganized (10)

 27:4;48:9;58:24;

 61:21;72:10;76:10,18;

 88:13;132:21,25

repeat (9)

 10:21;111:1;112:24;

 130:22;137:19;142:23;

 143:18;146:1;148:4

repeated (1)

 16:13

repeatedly (2)

 11:15;132:3

repetition (1)

 146:3

replaced (1)

 155:4

replacement (1)

 52:6

reply (1)

 28:24

report (2)

 40:8;43:2

reports (1)

 155:6

represent (1)

 81:18

representation (1)

 111:22

representative (2)

 82:12;94:6

representatives (2)

 161:11,12

represented (1)

 139:16

representing (1)

 46:8

represents (2)

 90:4;113:5

request (5)

 38:22;126:22;146:1;

 154:16,17

requested (1)

 45:19

requests (1)

 45:20

require (4)

 29:9,14;101:17;

 122:2

required (4)

 55:23;78:1;91:20;

 123:24

requires (3)

 29:5;49:20;92:2

requiring (1)

 102:16

requisite (2)

 105:19;109:4

reread (1)

 145:2

resembles (1)

 32:4

reserve (5)

 65:3;78:5;129:9,14,

 15

reserved (1)

 47:17

reserves (1)

 87:19

reset (1)

 122:2

resident (1)

 8:3

resolution (10)

 11:23;12:6;15:20;

 16:15;46:14;61:1;

 126:3;160:20;161:13,

 14

resolved (7)

 53:2,5,7,8,9;59:13;

 141:10

resolves (1)

 123:19

resonate (1)

 65:23

respect (30)

 33:7;40:6;47:25;

 48:10,14;57:6;82:4;

 84:6;89:14;90:16;92:9;

 95:8,20;96:8;98:5,19;

 104:4;106:12,22;

 115:20;139:11;147:1;

 153:11;154:16;156:6,

 8,9;157:17;158:19;

 159:3

respected (1)

 12:16

respectfully (3)

 17:16;45:20;154:16

respective (1)

 118:12

respects (2)

 81:22;82:5

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(19) random - respects Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 184

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

respond (7)

 29:21;66:15;83:10;

 99:25;111:6;144:11,14

response (7)

 52:6;117:16,16,17,

 20;129:10;160:3

responses (3)

 68:1;110:24;125:22

responsibility (1)

 54:16

responsive (1)

 152:6

rest (2)

 77:4;137:3

restricted (1)

 20:4

result (5)

 12:8;40:14;100:19;

 102:15;145:19

resulted (1)

 149:2

results (2)

 44:20;52:8

resume (1)

 111:25

return (1)

 59:7

returning (2)

 147:5;157:7

returns (1)

 78:4

revelation (1)

 140:1

reverse (1)

 100:1

review (1)

 94:23

rhetorical (1)

 12:25

ridiculous (1)

 147:9

right (131)

 9:11;15:2;18:1,15;

 19:6;20:19,22;21:11,

 25;23:2,4;25:23;29:10;

 32:17,21;33:1,3,15;

 35:20;36:11;37:14;

 41:11,15;42:1,17,20,

 25;43:25;45:22,24;

 46:3,10;47:1;52:9;

 55:25;56:5;57:12;

 59:17;60:18,22;61:9,

 10,24;62:14;65:1;66:1;

 67:19,23;68:21,22;

 69:3,5;70:3,14,20;71:4,

 13,21;72:11,14;75:2,

 17,21,24;76:1;77:19;

 79:25;80:17;84:7,21;

 85:6,9;88:20;89:20;

 92:4,11,21;93:10,13;

 96:2,25;97:12,14;98:9,

 12,16;107:5,23;

 109:11;110:4;111:19;

 112:6;113:15;114:24;

 118:25,25;119:21;

 120:4,12,12,14;121:6,

 16,23;123:17;126:17;

 127:4;132:9;133:2,8;

 135:11;136:23;138:8;

 142:1,11;143:12,14,19,

 22;144:5,6;148:1,10;

 150:9,11,14;151:22;

 155:18;156:2;158:17;

 162:23

rights (1)

 27:18

ring (1)

 117:22

ringing (1)

 117:22

ripe (2)

 137:9,9

rise (2)

 7:4;112:9

risk (13)

 17:1,21;20:7;23:17,

 20,22;37:3;108:11;

 117:24;125:4;129:4;

 158:11;159:2

risky (1)

 108:9

road (1)

 35:18

Robert (1)

 39:2

rock (1)

 19:24

role (4)

 8:17;37:6,9;90:4

roles (1)

 155:10

roll (1)

 98:1

rolling (1)

 28:6

room (3)

 34:25;37:5;59:13

Rosa (1)

 7:18

Roughly (1)

 73:3

rule (5)

 31:18;86:1;119:16;

 120:22;155:15

rules (6)

 18:6;42:11;47:1;

 49:17;94:16;96:5

rules-based (1)

 15:11

ruling (3)

 13:14;33:20;35:17

rulings (1)

 96:10

run (4)

 21:24;35:6;38:2;

 42:23

running (1)

 99:4

rushing (1)

 67:9

S

safety (2)

 132:14,15

sake (1)

 140:13

same (21)

 13:10;26:11,11,13;

 32:25;63:5;70:7;76:11;

 99:9,12;113:1,3;132:7;

 134:6,18;135:23;

 139:12;144:22;146:1;

 149:20;155:25

SAN (4)

 7:1,16;8:2;133:17

Santa (1)

 7:18

satisfied (3)

 49:10;50:4;159:8

satisfy (1)

 157:1

savings (2)

 28:15;52:8

saw (1)

 93:15

saying (22)

 21:23;23:9;36:25;

 40:23;43:5;52:5;62:21;

 63:11,24;66:25;105:3;

 107:17;108:4;116:14;

 127:5,6,7,22;143:17;

 147:21;152:5;153:8

scale (2)

 135:24;136:1

scenario (1)

 155:19

schedule (1)

 18:17

schedules (2)

 19:13;111:9

score (3)

 116:16,17;119:12

script (1)

 37:12

scurry (1)

 118:12

season (1)

 131:12

seated (2)

 7:8;112:10

second (10)

 7:11;69:2;71:15;

 75:17;92:18;121:2;

 144:5;145:3,16;155:12

Secondly (2)

 82:12;161:10

secrecy (1)

 103:7

Section (3)

 25:16;116:8;154:10

secured (4)

 28:6,7;78:4;100:20

secures (1)

 78:2

securities (2)

 138:7;162:15

securitization (3)

 29:1,4;51:12

securitizing (1)

 27:17

security (6)

 51:10;151:1,14,23;

 152:2;153:2

seeing (2)

 82:16;119:6

seek (4)

 45:13;48:8;88:10,12

seeking (6)

 45:16;51:13;53:12;

 67:10;90:15;101:2

seem (3)

 84:20,22;103:12

seems (3)

 17:12;97:24;125:8

segment (2)

 144:5;145:3

sell (1)

 10:7

send (1)

 118:10

senior (9)

 13:22;14:4;35:13;

 39:17,24;40:17;44:6;

 58:23;71:17

sense (6)

 10:22;20:6;24:7;

 124:18;152:4;153:10

sentence (2)

 148:16,18

sentences (2)

 153:25;154:4

sentiment (1)

 16:21

separately (1)

 84:1

September (31)

 12:14,21;17:25;18:5,

 22;19:3,24;31:22;

 48:14;59:16;62:21,23;

 63:7,20,25;89:12,12,

 13;101:16;118:22;

 126:15;136:18,19;

 142:24;143:13;144:4;

 154:19,19;162:5,10,10

sequenced (2)

 54:22;108:6

sequencing (2)

 54:21;108:9

seriatum (1)

 35:3

serious (5)

 38:19;67:6;69:13;

 131:9,13

seriously (3)

 39:24;88:22;152:21

serve (3)

 21:20;62:1;104:17

served (3)

 16:11;38:18;94:7

session (1)

 7:4

set (8)

 25:5;49:4;57:1;

 59:21;119:20;125:25;

 153:1;157:20

setback (1)

 25:3

sets (2)

 34:1,2

setting (1)

 55:14

settle (3)

 41:13;55:2;156:17

settled (2)

 141:18;148:15

settlement (16)

 33:7;49:21;82:21;

 85:15,17;102:21;

 103:5,6,21;104:4,16;

 139:19;148:20;149:9;

 154:5;163:3

settlements (2)

 82:18;156:18

settling (3)

 149:15;152:10;163:2

seven (3)

 31:24;44:18;132:1

several (3)

 11:16;129:13;161:6

Shall (1)

 146:13

share (7)

 72:4,24,24;74:13,15;

 79:23;102:25

shareholder (3)

 61:8;73:6;77:12

shareholders (4)

 80:2;120:7,8,11

shares (3)

 72:17;87:11,11

sheet (19)

 12:25;27:3;32:5,10;

 36:2;101:20;105:10;

 117:17,18,19;122:12;

 124:1,2,10,21;125:7;

 140:25;160:9;161:25

sheets (2)

 43:5,12

shifted (1)

 51:11

shifting (1)

 131:24

Ship (1)

 7:24

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(20) respond - Ship Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 185

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

shocks (1)

 37:19

shoe (1)

 79:1

shooting (1)

 129:2

short (4)

 38:14;125:16;

 153:25;154:4

shortcut (1)

 128:6

shorten (1)

 125:14

shorter (1)

 110:11

shortly (1)

 95:13

shots (1)

 36:1

show (2)

 56:12,14

shut (2)

 23:9;133:6

shutting (2)

 131:21,22

sic (3)

 8:19;41:13;128:11

side (8)

 16:19;90:12;104:23;

 106:12;112:2;119:14;

 125:15;141:23

sideshow (1)

 82:7

significant (15)

 16:4;24:23;25:3;

 44:14;55:4;60:1;66:20;

 80:25;87:11,15;88:13;

 117:25;122:9;123:21;

 148:12

significantly (4)

 23:25;53:10;69:15;

 151:16

silence (1)

 45:4

SILVERSTEIN (19)

 87:3,5,5,8,9,25;88:2,

 5,8;89:6,7,8,10,17;

 153:24,24;154:2,3,21

similar (2)

 99:8;156:18

similarly (1)

 16:22

simple (3)

 107:24,25;151:9

simpler (1)

 163:18

simply (7)

 11:12;15:6;39:14;

 133:23;135:15;158:11;

 159:9

single (4)

 37:7;71:17;119:9;

 158:12

sinister (1)

 7:24

sit (2)

 23:9;112:17

sitting (1)

 126:5

situation (2)

 19:8;46:12

six (6)

 72:4;79:23;81:19;

 109:13;128:7;151:12

size (1)

 124:13

skirmish (1)

 17:2

SLF (1)

 46:7

slightly (1)

 163:13

small (4)

 51:8;68:16;120:8;

 159:18

smells (1)

 8:3

smoke (1)

 8:3

smoothly (1)

 46:17

smuggling (1)

 150:25

so- (1)

 11:13

sole (1)

 61:5

solely (1)

 78:5

solicit (1)

 102:4

solicitation (1)

 127:1

soliciting (1)

 101:20

solid (1)

 19:24

solution (1)

 132:11

solve (7)

 33:11;51:3;56:18;

 109:2;132:25;135:25;

 159:10

solved (1)

 56:21

solvency (4)

 80:24;83:21,24;

 122:1

solvent (6)

 68:12;70:2;88:10;

 89:1;100:12;121:9

solves (2)

 13:1;146:15

somebody (5)

 75:14;84:18;115:23;

 118:6;140:3

somebody's (1)

 41:20

someday (1)

 78:24

somehow (3)

 36:19;67:1;97:21

someone (7)

 10:3,5;22:11;66:4;

 84:19;145:24;163:8

someone's (1)

 148:24

someplace (2)

 72:23;75:25

sometime (1)

 49:2

sometimes (4)

 56:10;82:22;118:7;

 149:4

somewhat (5)

 10:1;18:5,6;47:2;

 160:4

somewhere (3)

 40:25;41:25;114:3

Sonoma (1)

 129:20

soon (2)

 32:23;95:25

sooner (1)

 146:12

sorry (9)

 7:12;30:8,10;40:4;

 47:13;60:12;112:22;

 114:17;130:13

sort (9)

 18:5;42:15;51:9;

 91:4;92:2;95:25;96:6,

 9;160:23

sorting (1)

 8:19

sorts (1)

 21:13

sought (1)

 67:4

sounds (1)

 63:13

sources (6)

 22:5;35:20;58:10,18;

 59:6;133:22

space (1)

 112:13

spawned (1)

 117:13

speak (12)

 39:12;65:4;66:3;

 77:9,11;79:15;89:18;

 113:16;130:22;131:3;

 157:9,12

Speaking (7)

 33:6;77:9,10;94:17,

 22;111:21;146:17

speaks (3)

 66:2;130:6;138:18

specific (4)

 27:19;71:9;99:18;

 129:17

Specifically (1)

 91:1

specifics (1)

 31:8

speculate (1)

 75:12

speculating (1)

 151:21

speculative (2)

 100:19,22

speeding (1)

 67:2

spend (1)

 66:18

spent (1)

 128:7

split (1)

 75:17

splitting (1)

 159:13

spoke (1)

 77:10

spoken (2)

 30:22;77:9

spread (1)

 130:15

spur (1)

 136:24

stable (1)

 150:16

staff (1)

 8:13

stage (2)

 15:19;26:5

staged (1)

 150:8

stagnant (1)

 46:21

stake (4)

 23:15;24:15;88:13;

 137:3

stakeholders (6)

 45:5,17;52:19;59:2;

 61:7;85:5

stand (3)

 101:21;102:17;113:6

standard (2)

 101:11;125:25

standing (1)

 32:19

stands (1)

 18:23

start (9)

 55:1;83:3;93:24;

 100:2;110:13;129:2;

 137:10;155:1;157:23

started (4)

 77:9;94:17;137:7,11

starts (1)

 145:2

state (6)

 30:9;38:10;46:3;

 49:17;66:11;88:24

stated (3)

 13:9;30:23;117:7

statement (8)

 16:13;42:6,10;60:6,

 7;106:4;139:21;148:23

statements (1)

 11:17

stating (1)

 138:2

status (2)

 15:1;16:21

statute (10)

 12:10;49:8,10,19;

 55:10,23;126:22;

 144:15,18;145:20

statutory (3)

 18:19;19:9;53:20

stay (8)

 9:5;11:6;13:15,23;

 37:10;56:4;111:9;

 137:24

stayed (1)

 72:16

stays (1)

 120:22

steering (1)

 114:7

step (3)

 8:21;44:14;149:14

Stephen (2)

 47:7;136:15

steps (1)

 73:14

steward (1)

 61:9

stewards (1)

 21:24

stick (4)

 29:17;99:9;133:25;

 163:16

sticking (2)

 11:7;94:15

stifle (1)

 21:20

still (10)

 12:25;22:9;28:8;

 29:5;31:10;35:14;

 59:16;102:1;105:18;

 163:3

stipulate (1)

 59:12

stock (9)

 72:15,16;78:6;81:21;

 141:1;149:17;150:5,6;

 151:1

stockholders (3)

 88:14,19,20

stocks (1)

 150:20

stopping (2)

 109:8,10

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(21) shocks - stopping Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 186

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

straightforward (1)

 119:18

strategy (1)

 45:7

Strauss (1)

 14:3

Street (1)

 132:8

strength (1)

 38:20

stress (1)

 9:1

string (1)

 25:23

strong (1)

 125:5

strongest (1)

 94:9

strongly (1)

 122:16

structure (2)

 44:13;149:21

stuck (2)

 17:7;142:3

studied (1)

 49:15

study (3)

 62:25;98:19;119:2

studying (2)

 49:16;63:1

stuff (4)

 115:2;130:10;

 135:19;161:8

subject (3)

 13:10;89:2;119:11

subjected (1)

 148:24

submissions (1)

 11:21

submit (4)

 48:15;68:4;82:14;

 86:20

submitted (6)

 48:22;53:12;110:5;

 146:23;148:22;164:4

subro (2)

 134:25;135:1

subrogation (47)

 17:5;22:19;39:21;

 43:13;53:3;93:25;

 94:19;95:1;98:17;99:8,

 17,17;108:25;110:19;

 112:23;113:20;114:2,

 4,8,10,20,23;115:21;

 117:19;123:19;131:3;

 134:14,20;139:11,15,

 22,24,25;140:25;

 141:5;142:13,19;

 147:15;148:12,18,19;

 150:3;154:6,11;156:6,

 10;158:14

subrogation-group (1)

 112:1

subsequent (1)

 86:15

substance (2)

 45:2;117:24

substantial (4)

 52:14;61:21;62:6;

 141:3

substantially (1)

 58:24

substantive (2)

 22:2;50:24

succeed (1)

 74:5

succeeds (1)

 35:7

success (1)

 160:12

successful (2)

 48:18;89:3

successfully (2)

 24:17;140:6

sudden (1)

 21:13

suddenly (1)

 8:16

sue (1)

 115:25

suffer (4)

 52:1;64:3,5;142:2

suffered (2)

 119:4;138:19

Suffice (1)

 93:20

sufficient (2)

 87:18,19

suggest (4)

 35:11;88:22;92:6;

 163:14

suggested (2)

 65:10;146:21

suggesting (1)

 143:12

suggests (1)

 118:6

suite (1)

 108:2

superseding (1)

 91:19

supervision (1)

 44:23

supplemental (3)

 40:13;57:3;72:21

support (19)

 16:23;31:4;38:17;

 44:1,23;64:15;73:13;

 78:19;101:20;102:4;

 113:6,9;119:10;

 120:18;134:11,13,15,

 17;140:1

supported (3)

 39:20,21;129:1

supporting (2)

 131:7;156:8

Suppose (1)

 144:4

supposed (7)

 8:23;75:9,10,12;

 106:13;121:12;132:13

Sure (30)

 22:16;25:12;31:12;

 41:1;46:16,19;50:18;

 58:6;63:21;64:24;66:6;

 71:1;78:8;79:21;80:14;

 81:10;83:15,24,24;

 84:24;91:12,13;103:2;

 111:9;116:3,6;126:21;

 131:15;141:3;146:15

surprise (2)

 13:19;45:4

surprised (2)

 57:23;160:4

surprising (3)

 53:1;155:7;156:19

suspect (5)

 12:23;36:18;63:3;

 106:5;110:24

swing (3)

 92:23;93:4,5

swoop (1)

 142:11

Sword (2)

 31:10,15

T

table (9)

 15:4;21:15;28:11;

 59:17;93:21;98:8;

 102:8;126:2;128:25

tack (1)

 29:3

talk (12)

 16:23;31:7;68:8,9;

 77:20;99:16;102:19;

 105:1;107:1;131:8;

 133:23;158:10

talked (8)

 55:24;72:22;77:17,

 18;82:22;95:23;

 123:21;131:5

talking (18)

 49:2;56:8;66:19;

 71:2,3;73:2;80:16;

 95:23;96:6;101:23,25;

 109:15;131:7,13;

 139:15;143:6;147:7;

 152:7

talks (1)

 62:3

tally (1)

 130:3

target (3)

 12:20,21;118:22

task (3)

 8:17;9:9;92:6

TCA (1)

 113:5

TCC (11)

 27:9;47:11,11;79:7;

 91:19;93:8;94:18;

 118:2;138:3;139:3;

 157:21

TCC's (2)

 157:17;159:16

teams (1)

 152:22

telegraphed (1)

 98:25

telling (4)

 50:6;97:24;135:18;

 137:14

tells (2)

 69:4;126:22

ten (8)

 15:24;28:6;47:14;

 52:11,11,12,12;99:24

tenant (1)

 101:1

ten-basis-point (1)

 71:18

tens (2)

 16:6;142:8

tension (1)

 149:2

tenth (1)

 52:7

term (18)

 12:25;27:3;32:5,10;

 36:2;43:5,12;101:20;

 105:9;122:12;124:1,2,

 9,21;125:7;140:25;

 160:9;161:25

terminate (35)

 13:22;16:10;20:24;

 21:13;22:8;25:2,20;

 31:18;38:22;40:5;44:2,

 9;53:13;60:23;66:16;

 67:10,14;87:14;88:10;

 101:2;104:25;113:6;

 116:21;118:9;134:23,

 24;138:5;139:12;

 143:23;144:19;153:18;

 154:17;155:16;156:8;

 161:16

terminated (7)

 31:7;34:15;46:17;

 64:9;78:19;109:23;

 148:19

terminating (9)

 16:24;20:25;26:3;

 45:10;117:1;120:20;

 124:9;145:14;154:13

termination (5)

 25:24;64:16;67:4;

 116:11;164:3

terms (25)

 9:4,6,24;10:2;34:22;

 67:7;69:18;72:6;77:1;

 91:16,18;101:6;

 117:11,12,17,18,19;

 150:1,2;151:24,25;

 152:3;155:10;158:10,

 11

territory (1)

 54:12

test (3)

 106:21;107:12;

 149:12

that'd (1)

 147:6

that'll (1)

 112:5

theirs (1)

 80:5

theoretically (1)

 24:14

theories (1)

 100:11

thereabouts (1)

 12:21

thereafter (1)

 95:13

there'd (1)

 57:16

therefore (8)

 23:10;45:20;51:17;

 52:25;83:7,8;102:4;

 154:16

there're (2)

 13:19;22:14

thinking (6)

 7:22;10:18,18;12:12;

 96:5;161:5

Third (4)

 69:2;73:7;75:5;

 147:8

thirteen (4)

 57:9;108:24;151:6;

 153:4

thirty (6)

 14:11;22:6;24:25;

 101:4;108:24;110:21

thirty-one (1)

 102:16

though (9)

 17:1;22:24;29:1;

 31:14;33:4;66:12;

 72:14;110:18;161:10

thought (13)

 12:1;32:9;50:17;

 78:18;80:4,4,5;90:20;

 116:1;124:1;129:13;

 150:18;152:1

thousands (2)

 8:8;16:5

thread (1)

 105:2

three (50)

 13:14;14:21;16:11;

 19:10,21;31:16,22,23;

 33:6,18;36:21;49:3,3,

 4;64:13;66:19,20,20;

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(22) straightforward - three Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 187

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 72:16;73:1;74:16;

 81:13;82:1;84:15;95:9;

 96:15;98:8;101:15;

 102:12,17;105:5;

 109:12,15;126:10,10,

 10,13,14;128:17;143:6,

 7,13;153:25;154:4,13;

 155:13,14,20;162:4,5

three-week (1)

 14:18

threshold (1)

 98:23

threw (1)

 90:17

ticket (2)

 10:5;156:22

tied (1)

 56:7

ties (1)

 160:8

tight (4)

 19:15,16;91:25;92:1

till (3)

 36:21;62:21,23

timely (4)

 26:25;44:15;45:19;

 109:25

times (9)

 39:25;54:8;65:17;

 72:16;73:1;74:16,16;

 122:22;161:6

timetable (1)

 59:21

timing (1)

 91:3

title (1)

 130:1

today (55)

 9:2,13,21;10:10,21,

 23;12:4,12;13:4,8;

 14:23;20:3;21:4;23:20;

 27:23;31:8;40:4;43:6,

 12;48:2,7;51:18;56:8,

 15,24,25;59:11;60:3;

 61:14;63:2;72:3,19,25;

 77:11;80:7,18,22;

 81:25;86:12;87:22;

 95:23;98:2;106:9;

 109:21;116:20;122:22;

 125:7;126:11;132:10;

 134:1;138:1,21;

 139:10;152:25;161:7

today's (9)

 11:2,8;42:14;91:17,

 18;96:22,23;129:19;

 163:14

together (10)

 8:21;21:19;35:2;

 38:17;82:11,25;96:1;

 127:9;130:10,16

told (11)

 31:3;60:2,2,3;63:8;

 92:23;118:21;122:21;

 135:21;140:11;157:16

tomorrow (27)

 9:2,21;10:23;13:13;

 33:20;56:3,17,20;63:2;

 92:19;95:13,24,24;

 96:22;112:12,13,14;

 114:22;118:3;133:6;

 137:23;152:20;163:14,

 16,19,22;164:1

tomorrow's (2)

 11:4;33:12

took (3)

 35:17;130:14;152:21

toolbox (1)

 8:19

toolboxes (1)

 9:10

tools (1)

 8:23

topic (2)

 30:22;51:12

tort (29)

 32:2;33:5,8;34:2,22;

 69:22;82:4;83:19;84:6;

 85:7;89:24;90:13;92:9;

 94:6;95:12;96:3;97:1,

 17;119:22;120:16,16;

 124:13;157:1,15;

 158:5,7;159:3,11;

 160:11

tort-claim (1)

 83:25

tort-claimants (1)

 98:20

tort-committee (1)

 96:4

toss (1)

 51:18

total (5)

 50:1;93:18;114:4,9;

 116:14

totally (1)

 54:19

tough (2)

 11:22;54:9

toughest (1)

 54:10

tout (1)

 139:23

touting (1)

 102:20

towards (2)

 103:15;104:15

track (3)

 81:11;94:24;130:12

tracks (1)

 74:9

trade (3)

 100:20,22;159:18

tradeoffs (1)

 28:12

traditional (3)

 54:22;59:7;94:15

tragedy (1)

 8:12

transcripts (1)

 56:11

translates (1)

 132:15

transparency (2)

 31:4;45:15

trauma (1)

 150:17

travel (1)

 163:24

treat (2)

 53:9;113:2

treated (2)

 55:11;142:17

treatment (6)

 32:24;61:20;102:14;

 124:14;141:16;142:15

trees (1)

 158:1

tremendous (1)

 23:20

trials (1)

 56:6

trick (1)

 159:5

tried (1)

 162:15

triggers (1)

 144:5

triple (1)

 76:12

triply (1)

 83:24

trouble (1)

 133:13

truck (2)

 132:7;135:22

true (7)

 24:5;65:18;68:22;

 79:4;94:15;118:6,8

trust (2)

 26:24;122:11

trustee (2)

 14:12;44:6

truth (1)

 67:3

try (13)

 8:17;9:11;13:14;

 15:10;50:25;60:19;

 81:13;104:17;105:10;

 123:11;129:18;161:3;

 163:24

trying (18)

 12:8;30:7;52:14,18;

 62:2;71:7;82:3,20;

 85:14;91:12;103:13;

 104:14;109:2;111:8;

 125:16,18;151:13;

 152:6

Tubbs (25)

 7:20;35:17;56:4,6;

 75:15;92:22;97:5,22;

 115:15,20;120:20,21;

 137:23;141:7,10,23,25;

 148:20;152:15,17;

 153:11;157:24;158:19,

 24;159:7

TUESDAY (1)

 7:1

TURN (11)

 14:12;39:2,12,16;

 40:6;43:4;60:7;72:2;

 105:15;107:21;135:16

turns (2)

 71:20;121:9

TURN's (2)

 40:6,13

TV (1)

 8:4

twelve (3)

 113:13;151:6;153:3

twenty (8)

 110:22,23;111:12,

 25;112:2;122:22;

 136:13;160:6

twenty- (1)

 15:22

twenty-five-page (1)

 32:10

twice (2)

 106:19;111:4

two (51)

 9:2;10:11,22;11:3,5;

 12:11;14:25;36:20;

 40:7;42:16,17;43:6,12;

 48:8;59:23;61:16;

 66:25;68:1;74:3,5,16;

 77:9;80:1;81:25;88:12;

 92:6;94:11;95:9;96:24;

 97:18,20;98:8;106:17;

 109:12;111:16,17,18;

 113:8,22;114:16;

 120:24;130:6;150:1;

 152:22;154:9;155:2;

 157:20;161:19;162:3,

 6;164:3

type (4)

 24:13;28:17;52:4;

 115:2

types (1)

 42:17

typically (1)

 61:23

U

UCC (4)

 130:21;134:7,8;

 140:22

UCC's (1)

 108:18

ultimate (2)

 64:25;108:22

ultimately (8)

 15:20;21:23;23:23;

 74:4;77:6;101:6;

 118:17;120:7

Um-hum (8)

 18:13;23:18;26:20;

 34:4;72:7;94:4;149:18;

 151:5

unable (1)

 95:7

unaffiliated (1)

 15:23

unattractive (1)

 120:17

uncertain (2)

 70:19,23

uncertainties (1)

 24:10

uncertainty (1)

 24:13

uncomfortable (1)

 95:7

unconfirmable (4)

 35:15;106:2,9;

 108:17

under (33)

 18:5,6;22:12,20,20;

 23:14;25:6,7;36:20;

 42:13;44:19,23;45:13;

 49:8;53:9;55:23;58:20,

 24;61:23;69:16;88:24;

 100:18;101:6;103:7;

 108:13;113:23;138:5;

 140:24;144:15,18;

 145:9;154:8,10

undergrounded (1)

 133:23

underlying (1)

 93:16

understands (1)

 59:13

Understood (1)

 117:12

underway (1)

 21:21

undoubtedly (2)

 113:23;118:19

unequivocally (1)

 16:23

unfavorable (1)

 97:23

unfeathered (1)

 84:23

unfold (2)

 101:9;138:16

Unfortunately (6)

 8:23;19:12;45:3;

 46:21;96:9;121:12

Uniform (2)

 134:6,10

unimpair (3)

 62:11;106:20;107:1

unimpaired (9)

 22:12;23:1;37:8,8;

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(23) three-week - unimpaired Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 188

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

 49:6;87:22;88:8,15;

 106:23

unimpressive (1)

 122:17

uninsured (2)

 157:25;159:11

Union (2)

 38:13;44:22

unions (1)

 16:2

unique (1)

 44:19

UNISON (1)

 7:7

unless (12)

 13:19,24;29:16;

 35:19;40:20;68:25;

 86:17;105:12;119:10;

 126:22;131:12;135:22

unlike (6)

 31:14;69:2,2;117:21;

 143:4;156:7

unlikely (1)

 33:20

unnecessary (1)

 88:18

unpair (1)

 106:24

unravel (1)

 8:20

unreasonable (1)

 78:14

unsecured (15)

 13:22;14:4;15:24;

 27:7,17;28:6;30:14;

 48:22;68:10;71:20,21;

 78:5;82:12;154:24;

 159:14

unsustainable (1)

 45:8

unusual (1)

 155:4

unwillingness (1)

 45:6

up (52)

 10:6;12:2,6;14:23;

 17:2,11;18:23;21:2;

 22:25;23:9;25:5;26:25;

 27:25;37:20;38:9;39:8;

 41:13,21;42:23;43:11;

 47:4;52:22;56:19;

 63:19;67:2;69:23;

 71:24;78:18;80:21;

 89:9,10;91:15;99:11;

 101:21;105:20;112:24;

 113:24;116:14;119:12,

 13;124:17;127:8;

 137:6;146:4,7;149:5;

 151:23;153:3,13;

 154:25;159:25;162:16

updated (2)

 124:9,21

upended (1)

 108:8

upfront (3)

 14:5,10;47:23

upon (9)

 12:14;19:10;49:18;

 72:24;75:19;76:19,22;

 91:11;95:3

upping (1)

 28:7

upward (1)

 150:9

urgent (1)

 31:18

use (10)

 8:23;9:4,11;38:10;

 41:24;110:20;111:6;

 123:7,11,12

used (5)

 9:20;45:4;117:11;

 149:20;151:24

useful (3)

 7:14;12:8;77:16

using (1)

 53:24

usually (3)

 36:6;64:22;83:4

Utilities (3)

 11:20;16:9;150:16

utility (5)

 81:21;150:16,19;

 151:11,14

V

vague (1)

 10:2

validity (1)

 109:22

valuation (1)

 100:25

value (23)

 58:23;71:24;72:25;

 73:1,1;76:17;77:8;

 93:18;119:20,22;

 123:20;125:1,2,2;

 141:6;146:20,21;

 147:3,8;150:20,25;

 151:4;157:24

valueless (1)

 158:1

values (2)

 147:8;150:17

variation (1)

 37:7

variations (1)

 50:8

variety (2)

 19:12;25:21

various (1)

 27:19

vast (2)

 125:2;160:19

vastly (2)

 77:13,13

vegetation (2)

 158:1,23

vehicle (1)

 149:15

venture (1)

 136:24

version (1)

 161:22

versus (1)

 150:24

vested (1)

 25:8

veteran (1)

 113:16

viable (1)

 109:25

vicinity (1)

 72:23

victim (2)

 92:25;114:15

victims (31)

 7:25;8:6;9:7,15;

 15:18,19;17:5;22:18;

 24:20;27:1;28:1;42:17;

 43:13;46:8,9;94:8;

 96:4;102:13,14;

 108:21;114:6,19;

 119:22;120:16,16;

 138:18;142:2;157:4;

 158:13;160:12;161:11

victims' (1)

 87:19

view (17)

 11:22;25:21;33:4;

 60:16;94:21;96:7,20,

 23;109:13;117:3,3,9;

 124:21;137:21;138:18;

 147:24,24

views (3)

 12:13,23;108:25

virtually (2)

 78:11;137:17

vis-a-vis (1)

 115:17

voiceovers (1)

 36:24

volatile (2)

 150:20,21

voluntary (1)

 67:25

vote (11)

 13:3,5;42:20;43:17,

 19;87:23;88:3,9,19;

 100:14;104:2

voters (1)

 43:15

votes (4)

 68:25;94:17;107:9;

 148:7

voting (3)

 73:14;104:9;140:3

W

wait (11)

 33:18;67:13;86:4,6,

 6,8;88:1;101:16,22;

 127:8;151:19

waiting (4)

 117:21;118:13;

 126:5,5

waive (1)

 135:23

waiving (1)

 73:21

wakes (1)

 56:19

wall (1)

 161:6

wants (6)

 37:19;83:23;91:13;

 115:15;128:2;141:24

warranted (2)

 45:19;109:24

waste (3)

 10:19;11:9;19:20

way (51)

 19:22;21:19;23:16;

 24:17;32:14;35:17,18;

 37:4;42:13;49:7;52:10;

 53:9;54:22;55:2;60:8,

 9;63:7;68:7,7;69:12;

 72:5;74:17;78:7;

 103:16;108:6,10;

 113:24;115:15;117:11;

 119:6;120:20;121:17,

 18,21;122:22;125:8,9;

 126:4;128:4;129:18;

 131:20;132:10,22;

 145:21;146:11;148:14;

 150:16;155:14;158:6;

 161:1,6

ways (2)

 80:14,15

week (1)

 15:1

weeks (36)

 12:20;14:21;19:11,

 21;22:9;31:16,22,25;

 33:6,18;36:25;44:18;

 49:3,3;64:13;81:25;

 84:15;101:15;102:12,

 17;105:5;109:12,13,

 15;126:10,10,11,13,14;

 143:6,7;155:13,14,20;

 162:4,5

weigh (3)

 13:8;94:18;160:13

Weil (2)

 47:8;136:15

welcome (5)

 14:19,20;16:14;25:1;

 118:23

well-funded (1)

 122:11

well-represented (1)

 22:18

well-respected (1)

 22:4

weren't (1)

 32:19

what's (12)

 62:18;65:12;69:3;

 75:12;83:6;107:7;

 111:10;116:20;118:21;

 129:17;131:20;139:10

whatsoever (1)

 154:7

whereas (1)

 93:7

Whereupon (1)

 164:5

wherever (1)

 133:5

wherewithal (2)

 108:19;109:4

whole (10)

 33:10;50:7;71:3,5;

 110:10;112:4;132:15;

 133:22;141:11,11

wholeheartedly (2)

 16:20;82:3

whomever (1)

 97:25

who's (5)

 45:25;64:17,21;82:6;

 128:6

who've (1)

 40:1

wide (2)

 151:17,22

widely (1)

 131:5

wildfire (29)

 15:18;23:23;24:11,

 20;27:1,5;28:1;49:9;

 51:13;53:2;55:11,13,

 19;58:19;61:2,12,12;

 83:19;87:19;108:21;

 114:5,15,18;122:10;

 123:19,22;143:3;

 154:6;157:4

wildfires (2)

 25:6;114:3

willing (6)

 22:6;24:4,24;72:17;

 95:4;139:6

Willkie (1)

 113:19

win (3)

 10:3;30:24;141:23

win/we (1)

 116:18

window (1)

 141:12

winning (1)

 10:5

Min-U-Script® eScribers, LLC | (973) 406-2250

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(24) unimpressive - winning Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 189

of 190
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

August 13, 2019

wish (4)

 32:16,18;157:11;

 163:17

wished (1)

 32:16

within (6)

 30:25;37:16;44:13;

 106:18;107:7;108:20

without (10)

 73:21;97:3;113:23;

 119:23;123:20;132:1;

 157:6;158:5;161:14;

 162:19

woman (1)

 52:22

wonderful (2)

 11:21;140:1

wood (5)

 30:3,3,6;33:6;37:10

woodpile (1)

 33:7

wood-to-chop (1)

 30:17

word (2)

 9:25;77:14

words (13)

 9:18;17:3;22:12;

 27:15;49:15;56:16;

 59:11;77:23;83:7;

 116:25;123:9,11,12

work (10)

 9:14;15:10;34:6;

 38:15;67:11;74:8;

 82:10,25;121:18;

 128:19

worked (1)

 47:3

Workers (1)

 38:12

workforce (1)

 123:25

working (5)

 8:10;9:10;67:16,18;

 118:2

works (3)

 58:15;121:18;136:6

world (7)

 7:17;8:11,20;9:4;

 13:3;24:14;74:17

worried (1)

 82:24

worry (5)

 23:11;98:10;130:18;

 145:12;152:4

worse (1)

 96:12

worst-case (1)

 155:19

worth (3)

 68:3;152:24;160:7

worthy (1)

 113:22

wrap (4)

 89:9,10;153:13;

 159:25

writing (1)

 34:25

written (5)

 11:17;56:13;112:11;

 116:10;120:22

wrong (10)

 17:8,15,17;23:11;

 35:17;62:13;91:14;

 93:1;96:13;148:23

wrongful (1)

 115:2

Y

year (7)

 7:18;31:15;52:12,12,

 12,13;61:11

years (6)

 32:9;35:24;52:11;

 71:23;123:4;133:17

yesterday (15)

 10:16;12:15;13:1,9;

 21:3,6,10;43:7;57:7;

 60:3;65:21;77:10;

 93:15;112:12;146:24

yesterday's (1)

 21:8

yield (1)

 44:20

yields (1)

 28:15

1

1 (2)

 132:14;148:3

1,492,000,000 (1)

 68:14

1.5 (1)

 71:13

10.25 (1)

 57:17

100 (1)

 114:3

1054 (6)

 25:6;27:6;40:10;

 49:13;50:9;55:7

10th (4)

 18:22;31:22;63:20;

 127:11

11 (9)

 25:17;45:7;55:8,17;

 87:18;88:21;100:23;

 137:10;155:5

11:31 (1)

 112:8

11:50 (1)

 112:8

110 (1)

 114:1

1121 (4)

 25:7,16;116:8;154:8

1121's (1)

 144:5

1124 (2)

 106:23;154:10

1129a7 (1)

 106:21

1129B (1)

 107:11

11th (2)

 18:22;31:22

12:46 (1)

 164:5

1245 (1)

 38:13

12th (1)

 18:22

13 (2)

 7:1;57:16

13.19 (1)

 58:12

13.2 (1)

 57:21

13B (1)

 68:2

13th (1)

 19:3

15 (1)

 150:24

15.8 (2)

 141:6;151:2

15th (1)

 127:13

17.5 (1)

 44:7

18 (1)

 72:24

18.4 (3)

 15:18;26:25;27:25

18-month (1)

 152:21

18th (1)

 117:18

2

2 (1)

 148:4

200 (2)

 28:16;52:10

2009 (1)

 117:5

200-million-dollar (1)

 52:8

2017 (2)

 82:4;114:2

2018 (2)

 82:4;114:3

2019 (1)

 7:1

2020 (2)

 25:4;68:15

21st (1)

 92:10

22nd (1)

 117:5

24th (2)

 31:17;109:14

25th (2)

 31:25;117:16

26th (1)

 89:12

29th (1)

 8:15

3

3.5 (2)

 150:22,24

30th (13)

 18:18;23:21;25:4;

 31:15,16;34:9;35:6;

 60:24;61:10;68:15;

 108:10;109:16;126:11

33 (2)

 58:12;68:2

3415 (1)

 129:23

4

4.3 (3)

 152:13,14;153:2

4.8-billion- (1)

 55:13

5

5 (1)

 159:19

5,200 (1)

 46:8

6

6 (1)

 72:22

7

7-1/2 (1)

 141:7

7th (2)

 129:21;146:14

8

8-K (1)

 103:8

9

9 (1)

 118:22

9:31 (2)

 7:1;128:13

98 (1)

 114:3

9th (32)

 12:21;17:25;18:5;

 19:24;48:14;59:16;

 62:22,24;63:7,25;75:8;

 89:12,13;101:16;

 126:15,21;127:9;

 128:11;136:18,20;

 142:24;143:13;144:4;

 146:10,11,11,19;

 154:19,19;162:5,10,10

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(25) wish - 9th Case: 19-30088 Doc# 3540 Filed: 08/14/19 Entered: 08/14/19 07:58:40 Page 190

of 190