1 

2 

3 

4 

5 

6 

7 

8 

9 

1 0 

1 1 

1 2 

1 3 

1 4 

1 5 

1 6 

1 7 

1 8 

1 9 

2 0 

2 1 

2 2 

2 3 

2 4 

2 5 

2 6 

2 7 

2 8 

De n nis F. D u n ne (a d mitte d pr o h ac vice ) Sa m uel A. K halil (a d mitte d pr o h ac vice ) MI L B A N K L L P 

5 5 H u ds o n Yar ds 

Ne w Y or k, Ne w Y or k 1 0 0 0 1- 2 1 6 3 

Tele p h o ne: ( 2 1 2) 5 3 0- 5 0 0 0 

Facsi mile: ( 2 1 2) 5 3 0- 5 2 1 9 

a n d 

Gre g or y A. Bra y ( S B N 1 1 5 3 6 7) 

T h o mas R. Kreller ( S B N 1 6 1 9 2 2) 

MI L B A N K L L P 

2 0 2 9 Ce nt ur y Par k East, 3 3r d Fl o or 

L os A n geles, C A 9 0 0 6 7 

Tele p h o ne: ( 4 2 4) 3 8 6- 4 0 0 0 

Facsi mile: ( 2 1 3) 6 2 9- 5 0 6 3 

C o u nsel f or t he Offici al C o m mittee 

of U nsec ure d Cre dit ors

U NI T E D S T A T E S B A N K R U P T C Y C O U R T 

N O R T H E R N DI S T RI C T O F C A LI F O R NI A 

S A N F R A N CI S C O DI VI SI O N 

I n re: 

P G & E C O R P O R A TI O N 

 - a n d - 

P A CI FI C G A S A N D E L E C T RI C 

C O M P A N Y,

De bt ors.

Case N o. 1 9- 3 0 0 8 8 ( D M) 

C ha pter 1 1 

( Lea d Case) 

(J oi ntl y A d mi nistere d) 

S T A T E M E N T O F T H E O F FI CI A L 

C O M MI T T E E O F U N S E C U R E D 

C R E DI T O R S R E G A R DI N G C O M P A S S 

L E X E C O N R E T E N TI O N A P P LI C A TI O N 

Date: Ma y 9, 2 0 1 9 

Ti me: 9: 3 0 a. m. ( Pacific Ti me) 

Place: U nite d States Ba n kr u ptc y C o urt 

 C o urtr o o m 1 7, 1 6t h Fl o or 

 4 5 0 G ol de n Gate A ve n ue 

 Sa n Fra ncisc o, C A 9 4 1 0 2 

Re: D oc ket N o. 1 7 5 6 

Affects P G & E C or p orati o n 

Affects Pacific Gas a n d Electric 

C o m pa n y 

   Affects b ot h De bt ors 

 All p a pers s h all be file d i n t he Le a d C ase, 

N o. 1 9- 3 0 0 8 8 ( D M) . 

Case: 19-30088 Doc# 1856 Filed: 05/06/19 Entered: 05/06/19 13:52:53 Page 1 of

3
1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

2 

44553.00001

1. As the Court is aware, on April 3, 2019, the Official Committee of Unsecured 

Creditors (the “Committee”) filed its Application for Entry of an Order Pursuant to 11 U.S.C. 

§§ 328(a) and 1103 and Fed. R. Bankr. P. 2014(a) for Authorization to Retain and Employ FTI 

Consulting, Inc., as Financial Advisor Nunc Pro Tunc to February 12, 2019 (the “FTI 

Application”) [Docket No. 1212]. The FTI Application and its supporting papers disclosed that 

Compass Lexecon, LLC (“Compass”) is a wholly-owned subsidiary of FTI, but also described the 

corporate separateness of FTI and Compass and the ethical walls they have established and adhered 

to. In subsequent filings with the Court, the Committee, FTI and the Debtors all have asserted 

their shared belief that FTI’s mere ownership of Compass neither: (a) disqualifies FTI from 

employment by the Committee under Bankruptcy Code section 1103(b); nor (b) renders FTI to be 

not disinterested as that term is defined un Bankruptcy Code section 101(14). Since the filing of 

the FTI Application, nothing has occurred to change any of those facts. 

2. At the hearing on the FTI Application held on April 24, 2019, the Court requested 

that the Debtors file an application to employ Compass on an expedited basis, essentially so that 

the Court could consider the relationship between FTI and Compass from both sides at the same 

time – i.e., in connection with the Committee’s proposed employment of FTI and the Debtors’ 

proposed employment of Compass. Accordingly, on April 29, 2019, the Debtors filed their 

Application Pursuant to § 327(a) and Fed. R. Bankr. P. 2016(a) and 2016 for Authority to Retain 

and Employ Compass Lexecon, LLC as Economic Consultants to the Debtors Nunc Pro Tunc to 

Petition Date (the “Compass Application”) [Docket No. 1756]. 

3. In relevant part, the Compass Application reiterates the same disclosures as the FTI 

Application – that while Compass is a subsidiary of FTI, Compass is a separate legal entity that 

operates independently from FTI in all material respects and that FTI and Compass have 

established and adhere to ethical walls that prevent information flow between Compass and FTI 

Case: 19-30088 Doc# 1856 Filed: 05/06/19 Entered: 05/06/19 13:52:53 Page 2 of

3
1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

3 

44553.00001

regarding their respective engagements relating to the Debtors. As the FTI Application does with 

respect to FTI, the Compass Application establishes that Compass is not disinterested as a result 

of its ownership by FTI (or otherwise).1

 For that reason, the Committee reiterates its request that 

the Court approve the Committee’s retention of FTI and also supports the Debtors’ retention of 

Compass. 

Dated: May 6, 2019 

MILBANK LLP 

/s/ Thomas R. Kreller . 

DENNIS F. DUNNE 

SAMUEL A. KHALIL 

GREGORY A. BRAY 

THOMAS R. KRELLER 

Counsel for the Official Committee of 

Unsecured Creditors 

 

1

 This continues to be true notwithstanding the Debtors’ recent additional disclosure that 

Compass was engaged to perform the CPUC Consulting Services as set forth in the 

Supplement to Debtors’ Application Pursuant to 11 U.S.C. § 327(a) and Fed. R. Bankr. P. 

2014(a) and 2016 for Authority to Retain and Employ Compass Lexecon, LLC as Economic 

Consultants to the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 1842]. As 

with the Debtors, the Committee does not believe that Compass’ disinterestedness is in any 

way affected by the nature of Compass’ provision of the CPUC Consulting Services, nor 

does the Committee believe such retention affects FTI’s disinterestedness. 

Case: 19-30088 Doc# 1856 Filed: 05/06/19 Entered: 05/06/19 13:52:53 Page 3 of

3