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KRAMER LEVIN NAFTALIS & FRANKEL LLP

Amy Caton, * Pro Hac Vice Pending

Megan Wasson, * Pro Hac Vice Pending

1177 Avenue of the Americas

New York, NY 10036

Telephone: (212) 715-9100

Facsimile: (650) 715-8000

Email: acaton@kramerlevin.com 

mwasson@kramerlevin.com

- and -

SHEPPARD, MULLIN, RICHTER & HAMPTON 

LLP

A Limited Liability Partnership

Including Professional Corporations

ORI KATZ, Cal. Bar No. 209561

okatz@sheppardmullin.com

MICHAEL M. LAUTER, Cal. Bar No. 246048

mlauter@sheppardmullin.com

SHADI FARZAN, Cal. Bar No. 301610

sfarzan@sheppardmullin.com

Four Embarcadero Center, 17th Floor

San Francisco, California 94111-4109

Telephone: 415.434.9100

Facsimile: 415.434.3947

Attorneys for PG&E Holdco Group 

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re: 

PG&E CORPORATION 

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY, 

Debtors.

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

OBJECTION OF PG&E HOLDCO 

GROUP TO MOTION OF THE AD HOC 

COMMITTEE OF SENIOR UNSECURED 

NOTEHOLDERS TO TERMINATE THE 

DEBTORS’ EXCLUSIVE PERIODS

Affects PG&E Corporation

Affects Pacific Gas and Electric Company

Affects both Debtors

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

Date: July 24, 2019 

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

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

450 Golden Gate Avenue 

San Francisco, CA 94102 

Re: Docket No. 2741

Case: 19-30088 Doc# 3040 Filed: 07/17/19 Entered: 07/17/19 16:05:34 Page 1 of

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Certain owners of claims (collectively, the “PG&E Holdco Group”)1against, and interests 

in, PG&E Corporation and its affiliated debtors, including bank debt at PG&E Corporation 

(“PG&E Holdco”), hereby object to the 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 (the “Motion”) [Dkt. No. 2741] filed by the Ad Hoc Committee of Senior 

Unsecured Noteholders (the “Ad Hoc Group”). 

The PG&E Holdco Group holds approximately $344,370,148.00 of claims against PG&E 

Holdco, as well as other claims and equity interests as set forth in the Verified Statement of PG&E 

Holdco Group Pursuant to Federal Rule of Bankruptcy Procedure 2019, filed concurrently 

herewith. 

OBJECTION

1. As of the date of this pleading, the Debtors are only halfway through their extended 

four month exclusive period to file a plan, which was approved by this Court less than two months 

ago. It is difficult to see how the Debtors could have responsibly filed a plan of reorganization that 

would meet the standards of the Bankruptcy Code prior to California passing AB 1054, which set 

parameters for handling future wildfire liabilities. That legislation was passed merely five days 

ago, with Governor Newsom clearly stating that AB 1054 “is not fixed,” and that “[i]t may require 

amendments.”2

2. AB 1054 offers substantial relief to the Debtors and its stakeholders in the form of 

access to a wildfire fund and a potential shift in the burden of demonstrating liability for future 

wildfires (contingent upon the Debtors improving their safety and management regimes) – provided 

that the Debtors exit bankruptcy by June 30, 2020. 

3. Assuming the Debtors are able to continue implementing their improved culture of 

safety, the single biggest impediment to the Debtors exiting bankruptcy by the legislatively-

 

1 Concurrently with this objection, the PG&E Holdco Group filed a Verified Statement of PG&E Holdco Group

Pursuant to Federal Rule of Bankruptcy Procedure 2019, in which the PG&E Holdco Group members are identified. 

Each member of the PG&E Holdco Group is expressing its independent views and has not agreed to act in concert with 

respect to their respective interests.

2 Governor Newsom Signs AB-1054, Announces Pick for New CPUC President, Reorg Research (July 12, 2019), 

https://app.reorg.com/file/3035/Pacific_Gas_and_Electric_Co__-_2019-07-12_13_52_49_-

_Gov__Gavin_Newsom_Signs_AB-1054__Announces_Pick_for_New_CPUC_President-19180-0.pdf. 

Case: 19-30088 Doc# 3040 Filed: 07/17/19 Entered: 07/17/19 16:05:34 Page 2 of

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imposed deadline is the estimation of their prepetition wildfire liabilities. Different stakeholders 

will almost certainly continue to fight for their own parochial interests, at the expense and risk of 

all of the Debtors’ stakeholders, including creditors, shareholders, wildfire victims and ratepayers. 

4. It is clear at this critical juncture that the Debtors must step forward as quickly as 

possible with an estimation motion that can be heard quickly, and with the outline for a plan that 

stakeholders can see and evaluate. The Debtors can also take actions to improve its 

communications with certain stakeholders, including the Unsecured Creditors’ Committee. 

However, if this Court allows exclusivity to be terminated at this time, or allows the adjudication 

of claims on an uncertain path away from the Bankruptcy Court, the risk of chaos will surge, and 

the hope that the Debtors can meet the June 30, 2020 deadline will decrease. Terminating 

exclusivity now, given the complexity of the Debtors’ chapter 11 cases, AB-1054, and the 

numerous contingent issues facing the Debtors, would not move these chapter 11 cases forward 

“toward a fair and equitable resolution.” See In re Henry Mayo Newhall Mem’l Hosp., 282 B.R. 

444, 453 (B.A.P. 9th Cir. 2002); see also In re Borders Group, Inc., 460 B.R. 818, 826 (Bankr. 

S.D.N.Y. 2011) (considering the number of contingencies facing the debtor in deciding whether to 

extend exclusivity). Handing over the reins to divergent creditor groups at this juncture will merely 

impede the claims estimation processes, rate making proceedings and settlement discussions that 

are necessary to move these cases forward.3

5. For the reasons stated above, the PG&E Holdco Group respectfully requests that the 

Court deny the Ad Hoc Group’s Motion.

 

3 While the PG&E Holdco Group believes that terminating the Debtors’ exclusive periods at this time is premature, 

given that the Debtors’ exclusive periods expire in September 2019, the PG&E Holdco Group reserves all rights to 

challenge further extensions of the Debtors’ exclusive periods.

Case: 19-30088 Doc# 3040 Filed: 07/17/19 Entered: 07/17/19 16:05:34 Page 3 of

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Dated: July 17, 2019

Respectfully submitted,

/s/ Michael M. Lauter 

SHEPPARD, MULLIN, RICHTER & 

HAMPTON LLP

ORI KATZ

okatz@sheppardmullin.com

MICHAEL M. LAUTER

mlauter@sheppardmullin.com

SHADI FARZAN

sfarzan@sheppardmullin.com

Four Embarcadero Center, 17th Floor

San Francisco, California 94111-4109

Telephone: 415.434.9100

Facsimile: 415.434.3947

-andAmy Caton

Megan Wasson

KRAMER LEVIN NAFTALIS & FRANKEL 

LLP 1177 Avenue of the Americas

New York, New York 10036

Phone: (212) 715 - 9100

Email: acaton@kramerlevin.com

 mwasson@kramerlevin.com

Attorneys for the PG&E Holdco Group 

Case: 19-30088 Doc# 3040 Filed: 07/17/19 Entered: 07/17/19 16:05:34 Page 4 of

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