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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Peter J. Benvenutti (#60566) 

(pbenvenutti@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re:

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

UTILITY REPLY IN SUPPORT OF 

MOTION FOR LIMITED RELIEF FROM 

AUTOMATIC STAY AND IN RESPONSE 

TO PPA MOTIONS SEEKING RELATED 

RELIEF 

Related Dkt. Nos. 2359, 2400, 2403 

Date: June 26, 2019 

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

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Debtors’ Response Deadline: June 21, 2019 

 4:00 p.m. (PDT)

Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM). 

Case: 19-30088 Doc# 2711 Filed: 06/21/19 Entered: 06/21/19 15:03:01 Page 1 of

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Pacific Gas and Electric Company (“Utility”), as debtor and debtor in possession in the abovecaptioned chapter 11 cases, respectfully submits this reply in support of its motion for limited relief 

from the automatic stay motion (“Utility Motion”) (Dkt. No. 2359) and in response to the motions of 

NextEra Energy Partners, L.P. (“NextEra”) and Consolidated Edison Development, Inc. (“Con 

Edison”), both of which seek relief from the automatic stay to allow them to seek to participate in any 

appeal by the Utility of certain FERC Orders (the “PPA Motions”) (DKT Nos. 2400 and 2403). A 

number of joinders were also filed in connection with PPA Motions. In response to the Utility Motion, 

NextEra, Con Edison and the Federal Energy Regulatory Commission (“FERC”) submitted limited 

objections. 

The Utility has no objection to NextEra and Con Edison participating in any appeal of the 

FERC Orders but submits this response to make clear that, at this time, the Utility only seeks to lift 

the automatic stay in order to allow it to file a petition of review – essentially, a notice of appeal -- of 

the FERC Orders, along with the routine documents to be filed in conjunction with such a petition 

under the Ninth Circuit’s rules (such as a corporate disclosure statement), and to allow any potential 

intervenors to file motions for leave to intervene under Federal Rule of Appellate Procedure 15(d). 

Any further relief from the automatic stay should await a decision by the United States Court of 

Appeals for the Ninth Circuit on whether to authorize direct appeal consistent with this Court’s 

Certification of Direct Appeal. 

As the Court is aware, on June 3, 2019, the Utility filed the Utility Motion seeking certain 

retroactive and prospective relief from the automatic stay so as to allow the Utility to preserve its 

appellate rights to challenge various FERC Orders, including to pursue any such appeal to conclusion. 

That filing was made prior to this Court’s June 7, 2019 ruling in connection with the Debtors’ 

adversary proceeding against FERC in which the Court entered judgment in favor of the Utility and 

PG&E Corporation. Adv. Proc. No. 19-03003, Dkt. Nos. 153 and 154. An Amended Declaratory 

Judgment was entered on June 12, 2019. Adv. Proc. No. 19-03003, Dkt. No. 155 (the “Amended 

Declaratory Judgment”). Also on June 12, 2019, the Court issued its Memorandum Regarding 

Certification For Direct Appeal to Court of Appeals in which it determined that direct appeal to the 

Ninth Circuit of the Amended Declaratory Judgment is appropriate, and also issued the Certification 

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for Direct Appeal to Court of Appeals. Adv. Proc. No. 19-03003, Dkt. Nos. 156 and 158 (together, 

the “Certification”). 

Accordingly, while the Utility has no objection to NextEra and Con Edison participating in 

any appeal to the Ninth Circuit of the FERC Orders, it is the Utility’s position that the timing of any 

such appeal should depend on whether the Ninth Circuit authorizes direct appeal pursuant to the 

Certification. In the event the Ninth Circuit authorizes a direct appeal, the Utility has no objection to 

lifting the automatic stay to allow any appeal of the FERC Orders to proceed and to allow the parties 

in the adversary proceeding to also participate in it, with the goal being to consolidate that appeal with 

the appeal of the Amended Declaratory Judgment. If the Ninth Circuit does not authorize a direct 

appeal, however, and appeal of the Amended Declaratory Judgment must first proceed through the 

District Court, it is the Utility’s position that the automatic stay should be lifted at this time solely to 

permit the Utility to file the necessary Petition for Review (and the routine documents to be filed in 

conjunction with the Petition for Review under the rules of appellate procedure) to preserve its 

appellate rights relating to the FERC Orders. Moreover, the Utility has no objection to lifting the stay 

to permit filing of intervention motions by potential intervenors such as NextEra or Con Edison to 

preserve their appellate rights, but in all other respects the appeal of the FERC Orders should be subject 

to the automatic stay. That would allow the legal issues common to an appeal of the FERC Orders 

and an appeal of the Amended Declaratory Judgment to be considered together by the Ninth Circuit, 

which would maximize the speed and efficiency of the appellate proceedings. 

As relates to FERC’s submission in opposition to the Utility Motion, Dkt No. 2610, the Utility 

is open to devising an order that may satisfy FERC’s desire to avoid a determination regarding the 

applicability of Bankruptcy Code section 362(b)(4), but only if it is clear that any proceedings on 

appeal of the FERC Orders, other than the filings specified above (and described in detail in the 

attached proposed order), are stayed unless the Ninth Circuit authorizes a direct appeal of the Amended 

Declaratory Judgment. In the absence of an agreed upon order, the Utility requests that the Court enter 

the order attached hereto as Exhibit A. 

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Date: June 21, 2019 WEIL, GOTSHAL & MANGES LLP

 KELLER & BENVENUTTI LLP

 

/s Theodore E. Tsekerides

 Theodore E. Tsekerides 

Attorneys for Debtors and Debtors in Possession

 

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