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BRAD BRIAN (State Bar No. 79001)

Brad.Brian@mto.com

THOMAS B. WALPER (State Bar No. 96667)

thomas.walper@mto.com

HENRY WEISSMANN (State Bar No. 132418)

henry.weissmann@mto.com

BRADLEY SCHNEIDER (State Bar No. 235296)

bradley.schneider@mto.com

MUNGER, TOLLES & OLSON LLP

350 South Grand Avenue

Fiftieth Floor

Los Angeles, California 90071

Telephone: (213) 683-9100

Facsimile: (213) 683-3702

Attorneys for Debtors 

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re

PG&E CORPORATION,

-andPACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

 Affects both Debtors

Bankruptcy Case

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

SECOND APPLICATION OF DEBTORS 

TO AMEND ORDER PURSUANT TO 11 

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

2014(a) AND 2016 FOR AUTHORITY TO 

RETAIN AND EMPLOY MUNGER, 

TOLLES & OLSON LLP AS COUNSEL 

FOR CERTAIN MATTERS

[No hearing requested]

[Relates to Dkt. No. 1677]

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PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the 

“Utility”), as debtors and debtors in possession (collectively, “PG&E” or the “Debtors”) in the 

above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby submit this Second 

Application (the “Second Application to Amend”) to amend that Order Pursuant to 11 U.S.C. 

§ 327(e) and Fed. R. Bankr. P. 2014(a) and 2016 to Retain and Employ Munger, Tolles & Olson 

LLP as Counsel for Certain Matters [Doc. #1677] (the “Retention Order”) as amended by the 

First Amended Retention Order (as defined below), which is attached as Exhibit A.

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

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

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

“Proposed Order”).

I. JURISDICTION

The Court has jurisdiction over this Application under 28 U.S.C. §§ 157 and 1334, the 

Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 

(N.D. Cal.), and Rule 5011-1(a) of the Bankruptcy Local Rules for the United States District Court 

for the Northern District of California (the “Bankruptcy Local Rules”). This is a core 

proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before the Court under 28 U.S.C. 

§§ 1408 and 1409. 

II. BACKGROUND AND RELIEF REQUESTED

On January 29, 2019 (the “Petition Date”), the Debtors commenced voluntary cases under 

chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage 

their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy 

Code. No trustee, or examiner has been appointed in either of the Chapter 11 Cases. The 

Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to 

Bankruptcy Rule 1015(b).

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, 

the U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants

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

of the Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is 

set forth in the Amended Declaration of Jason P. Wells in Support of the First Day Motions and 

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

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

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

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

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

authorized the Debtors to retain MTO for the Specific Matters. 

On September 18, 2019, the Debtors filed an application to amend the Retention Order to 

clarify and expand the scope of the Specific Matters. See Application of Debtors to Amend Order 

Pursuant to 11 U.S.C. § 327(e) and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain 

and Employ Munger, Tolles & Olson LLP as Counsel for Certain Matters [Dkt. No. 3929] (the 

“First Application to Amend”). On October 2, 2019, the Court entered an order granting the 

First Application to Amend. See Order [Dkt. No. 4083] (the “First Amended Retention 

Order”). 

By this Second Application to Amend, the Debtors seek to amend the Retention Order to 

further clarify and/or expand the scope of the Specific Matters in two respects. 

First, the Debtors have retained MTO to represent them in responding to a petition for 

modification of CPUC Decision 18-01-022, which concerns the Diablo Canyon Nuclear Power 

Plant (“DCNPP”). The petition for modification, filed by the Alliance for Nuclear Responsibility, 

asks the CPUC to evaluate the cost-effectiveness of DCNPP and to consider ordering PG&E to 

shut down the plant before the end of its license period. As set out in the Weissmann Declaration, 

MTO has experience with the legal issues raised by the petition based on its prior representation of 

another utility that owned a nuclear power plant in California.

The Debtors believe that this representation (the “DCNPP Matter”) falls within the scope 

of the Retention Order, which authorizes MTO to represent the Debtors in CPUC proceedings, 

among other matters. Nonetheless, out of an abundance of caution, the Debtors respectfully 

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request that the Court enter an order further amending the Retention Order to confirm that the 

Specific Matters include the DCNPP Matter. 

Second, the Debtors seek authority to retain MTO as counsel in connection with any civil, 

administrative, or criminal investigations or proceedings arising out of the recent Kincade wildfire 

in Sonoma County, California. While the Retention Order and First Amended Retention Order 

already authorize MTO to represent the Debtors in criminal or civil matters arising out of the 

Northern California wildfires, the Debtors seek to clarify that MTO’s engagement includes not 

only matters relating to prior wildfires but also matters arising from the Kincade wildfire. MTO’s 

qualifications to represent the Debtors in such matters are described in the Weissmann 

Declarations in Support of the Retention Application and the First Application to Amend [Dkt. 

Nos. 1167, 3929-1].

MTO will continue to undertake reasonable efforts to coordinate with other counsel to the 

Debtors, including Cravath, to avoid any unnecessary duplication of work by counsel with respect 

to this additional work as it has done with respect to the Specific Matters to date. 

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

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

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

with respect to any of the foregoing matters.

III. NOTICE

Notice of this Second Application to Amend will be provided to (i) the Office of the United 

States Trustee for Region 17 (Attn: Andrew Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to 

the Creditors Committee; (iii) counsel to the Tort Claimants Committee; (iv) the Securities and 

Exchange Commission; (v) the Internal Revenue Service; (vi) the Office of the California Attorney 

General; (vii) the California Public Utilities Commission; (viii) the Nuclear Regulatory 

Commission; (ix) the Federal Energy Regulatory Commission; (x) the Office of the United States 

Attorney for the Northern District of California; (xi) counsel for the agent under the Debtors’ debtor 

in possession financing facilities; and (xii) those persons who have formally appeared in these 

Chapter 11 Cases and requested service pursuant to Bankruptcy Rule 2002. The Debtors 

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