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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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)

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)

DEBTORS’ PRELIMINARY RESPONSE TO PLAN 

SCHEDULING STATEMENT OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS

[Related to Dkt. No. 4333]

Date: October 23, 2019

Time: 10:00 a.m. (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Judge: Hon. Dennis Montali

 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# 4381 Filed: 10/22/19 Entered: 10/22/19 12:46:05 Page 1 of

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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”), submit this preliminary 

response to the Plan Schedule Statement of the Official Committee of Tort Claimants (the “TCC”) 

[Docket No. 4333] (the “TCC Statement”). Earlier this morning, the Ad Hoc Noteholders Committee 

filed a similar “statement” with respect to which the Debtors reserve all rights. 

What has become patently clear is that rather than engaging in a good faith effort to comply with 

the Court’s directive to agree with the Debtors on (a) a briefing schedule as to the issues of the 

appropriate rate of postpetition interest and the applicability of make-whole premiums, and (b) a 

schedule as to how competing plans should move forward, the TCC and the Ad Hoc Noteholders 

Committee intentionally delayed and frustrated this effort in a strategic ploy designed to promote their 

attempt to move their competing plan forward ahead of the Debtors, after having stated to the Court that 

the competing plans should move forward together. Hr’g Tr. (Oct. 7, 2019), at 70: 13-21. They have 

done this because they are not satisfied with the termination of exclusivity; instead, the TCC and the Ad 

Hoc Noteholders Committee now seek to usurp exclusivity for themselves in direct contravention of 

section 1121 of the Bankruptcy Code.

Prior to the Court’s decision lifting exclusivity, the Ad Hoc Noteholders Committee and the TCC 

had largely agreed to a briefing schedule concerning the postpetition interest and make-whole premium 

issues, as noted in Mr. Karotkin’s letter to the Court, dated October 16, 2019, a copy of which is annexed 

hereto as Exhibit A. After the Court’s exclusivity order, the Akin firm, counsel for the Ad Hoc 

Noteholders Committee, advised the Debtors that it was backing away from the foregoing schedule 

because it viewed circumstances as having changed by reason of the Court’s termination of the Debtors’ 

exclusive periods, but nevertheless assured the Debtors they would propose a comprehensive schedule 

for discussion to address all issues relating to the prosecution of competing plans. Despite that assurance, 

and despite the Debtors’ repeated requests for Akin’s promised schedule, it never was forthcoming. 

Rather, only after the Debtors insisted on a phone call to discuss the status of the matter and to meet and 

confer as directed by the Court, were the Debtors advised in the afternoon of October 21, 2019 that no 

proposed schedule would be forthcoming and that the Ad Hoc Noteholders Committee intended to file 

Case: 19-30088 Doc# 4381 Filed: 10/22/19 Entered: 10/22/19 12:46:05 Page 2 of

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New York, NY 10153-0119

its pleading seeking to advance its plan ahead of the Debtors. A summary of the chronology of emails 

with respect to the foregoing is annexed hereto as Exhibit B. 

The TCC Statement is premised primarily on unsupported attacks on the Debtors, and on the 

TCC’s view as to the magnitude of their constituency’s claims. Notably, of course, the latter issue is the 

substance of the ongoing estimation hearings and the Tubbs trial, which admittedly are fundamental to 

the consideration and solicitation of both plans. Indeed, any suggestions that estimation is not 

required by the TCC/Ad Hoc Noteholder plan simply is wrong. At a minimum, the TCC/Ad Hoc 

Noteholder plan requires estimation of the claims held by the TCC’s constituency in order to determine 

whether the TCC/Ad Hoc Noteholder plan can satisfy the absolute priority rule. Moreover, estimation 

is also required under the TCC/Ad Hoc Noteholder Plan to determine the ultimate amount of the 

consideration to be provided to the class of individual wildfire claimants. Indeed, as Ms. Dumas stated 

at the October 7, 2019 hearing before the Court: 

Ms. Dumas: Let me just clarify something that I don't think we realized until 

we read the briefs over the weekend, and saw argument related to 

overpayment in the fox guarding the henhouse and the like, which is 

something that, honestly, never occurred to us. So let me make clear right 

now, that under no circumstances do the tort claimants intend to seek payment 

that’s in excess of what’s allowable under the law, that is what is estimated 

by Judge Donato. So what the term sheet needs to be corrected to clarify that, 

we will do so. 

Hr’g Tr. (Oct. 7, 2019), at 80: 9-17 (emphasis supplied). 

For either the Ad Hoc Noteholders Committee or the TCC to suggest that estimation is somehow now 

not required for their plan, simply belies the clear facts and representations they have previously made 

to the Court. This alone is fatal to the Ad Hoc Noteholders Committee’s proposed schedule, which 

posits confirmation hearings approximately one month before estimation proceedings even begin. Their

proposed schedule also completely ignores required CPUC approvals, including the additional 

complexities to that process as a result of the change of control that the TCC/Ad Hoc Noteholder plan 

encompasses.

Moreover, the TCC Statement ignores that the Debtors’ Plan is, in fact, conditioned on 

compliance with A.B. 1054 (See Sections 6.9, 9.2) and, as the Court has appropriately recognized on a 

number of occasions, once the estimation proceedings are concluded, the Debtors’ Plan will be amended 

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to reflect the same, including to the extent any increase in the size of the wildfire victims trust might be 

required as a result of estimation. To the extent necessary, financing commitments will be appropriately 

updated at that time as well. As the TCC must recognize, no financial institution will provide financial 

commitments in an unlimited amount in anticipation of what might be the result of an estimation hearing. 

The Debtors, as fiduciaries for all economic stakeholders, cannot simply succumb to the TCC’s 

demands as to the amount of the wildfire claims held by its constituency, particularly where, to date, no 

specific claims information has been provided and the bar date just passed yesterday. As stated, that is 

the purpose of the estimation hearing. Unlike the TCC and the Ad Hoc Noteholders—who represent 

only their own interests—the Debtors do not have the luxury of giving away any constituent’s financial 

interests in these cases; instead, the Debtors’ fiduciary duties to all stakeholders obligate them to ensure 

that no creditor is provided more than fair compensation, particularly where—as here—no information 

has been provided to support the value of the claims demanded by the TCC, and the Ad Hoc Noteholders 

are seeking to enrich themselves with unjustified equity discounts, rates of interest, and reinstatement

under the TCC/Ad Hoc Noteholders plan. 

Under the circumstances of these cases, one thing is clear – if competing plans are to proceed, 

they should proceed on the same schedule. In this regard, it is also clear that no disclosure statement 

that can satisfy the requirements of section 1125 can be finalized until the estimation proceedings are 

concluded and all parties can be made aware of the magnitude of claims to be addressed in any plan. 

Any attempt to have the TCC/Ad Hoc Noteholder plan proceed first ignores this fundamental premise 

and, moreover, turns exclusivity on its head. 

Lastly, there is no reason whatsoever why the briefing schedule on the postpetition interest rate 

and the make whole premium issues should be further delayed. The termination of the exclusive periods

did not change the landscape in this regard at all and, as the Court noted, it is in the interest of all parties 

to have these issues decided promptly. Indeed, putting these issues before the Court, may lead to

productive discussions towards a global settlement. 

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Dated: October 22, 2019

WEIL, GOTSHAL & MANGES LLP

KELLER & BENVENUTTI LLP

By: /s/Stephen Karotkin __ Stephen Karotkin

Attorneys for Debtors 

and Debtors in Possession

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