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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)

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’ MOTION PURSUANT TO 11 U.S.C 

§§ 363(b) AND 105(a) AND FED. R. BANKR. P. 

9019 FOR AN ORDER (I) APPROVING 

SETTLEMENT AGREEMENT RESOLVING 

SERVICE DISCONNECTION OII AND (II) 

GRANTING RELATED RELIEF

(“DISCONNECTION OII SETTLEMENT 

MOTION”)

Date: December 11, 2019

Time: 10:00 am (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Judge: Hon. Dennis Montali 

Objection Deadline: December 4, 2019, 4:00 pm (PT) 

 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). 

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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 Motion (the “Motion”), 

pursuant to sections 363(b) and 105(a) of title 11 of the United States Code (the “Bankruptcy Code”) 

and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for an order 

(i) approving the amended settlement agreement, dated May 9, 2019 (the “Settlement Agreement”), by 

and among the Utility and the Utility Enforcement Branch of the Consumer Protection and Enforcement 

Division (“CPED”) of the California Public Utilities Commission (“CPUC”) resolving the 

Disconnection OII (as defined below), and (iii) granting related relief. The Settlement Agreement was 

submitted to the CPUC for approval on April 15, 2019 and subsequently approved by the administrative 

law judge (“Presiding Officer”) presiding over the Disconnection OII on August 6, 2019 in a Presiding 

Officer Decision, which became a final CPUC decision on September 5, 2019. Following an additional 

30-day review period, during which no parties filed any objections or responses, the Presiding Officer 

Decision was approved on a final basis by the CPUC as Decision 19-09-037, issued on September 18, 

2019 (the “CPUC Order”).

In support of the Motion, the Debtors submit the Declaration of Rakesh Nigam, Director 

of Credit and Collection for the Utility (the “Nigam Declaration”), filed contemporaneously 

herewith. A true and correct copy of the Presiding Officer Decision, along with a copy of the Settlement 

Agreement, is annexed to the Nigam Declaration at Annex 1.

A proposed form of order granting the relief requested herein is annexed hereto as 

Exhibit A (the “Proposed Order”). 

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MEMORANDUM OF POINTS AND AUTHORITIES

I. JURISDICTION

The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334, 

the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. 

Cal. Feb. 22, 2016), and Rule 5011-1(a) of the Bankruptcy Local Rules. This is a core proceeding pursuant 

to 28 U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409.

II. BACKGROUND

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court 

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 chapter 11 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 Committee” and, 

together with the Creditors Committee, the “Committees”).

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 First Day Motions and Related Relief [Docket 

No. 263] (the “Wells Declaration”). 

III. DISCONNECTION OII PROCEEDING AND ITS RESOLUTION

On July 12, 2018, the CPUC issued an Order Instituting Investigation 18-07-008, 

commencing a proceeding to determine whether the Utility violated the Public Utilities Code or any of 

the CPUC’s General Orders, Decisions, Rules of Practice and Procedures or other applicable laws or 

requirements pertaining to certain power shutoffs (the “Disconnection OII”). The Disconnection OII 

relates to the Utility’s inadvertent failure to provide at least 24 hours’ advance telephone notice to 6,255

customers of disconnections occurring between July 1, 2016 and July 18, 2016, as required by PG&E’s 

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Electric Rule No. 8 A.2 Tariff.1 In addition, in error, the Utility disconnected 217 customers on Saturday, 

October 20, 2018.2 The Utility self-reported these violations to the CPUC on August 30, 2016 and October 

29, 2018, respectively. 

The CPUC held a prehearing conference on the Disconnection OII on October 30, 2018 

and shortly thereafter the Utility and CPED commenced the settlement process. Subsequent negotiations 

culminated in a settlement of all issues in the proceeding. The Utility and CPED initially filed a Motion 

for CPUC approval of the settlement on April 15, 2019. Following this filing, certain interested 

stakeholders provided informal comments to the initial settlement agreement. In response, the parties

agreed to revise the settlement agreement for added clarity. The Utility and CPED then filed a Motion for 

CPUC approval of the amended Settlement Agreement on May 9, 2019. No parties filed any objections

or responses to the motion and amended Settlement Agreement. On August 6, 2019, the Presiding Officer 

adopted the Settlement Agreement in a Presiding Officer Decision. Following a 30 day review period, 

during which no parties filed any objections or responses, the Presiding Officer Decision was approved 

on a final basis by the CPUC as Decision 19-09-037, issued on September 18, 2019.

IV. MATERIAL TERMS OF THE SETTLEMENT AGREEMENT

The Settlement Agreement fully resolves the Disconnection OII and any disputed claims, 

allegations or outstanding issues related thereto. The key terms and provisions of the Settlement 

Agreement, as modified by the CPUC Order, are summarized below.3

A. Customer Account Credits

Pursuant to the Settlement Agreement, PG&E will provide a bill credit of $100 to each of 

the 6,371 affected customer accounts that have not already received such a credit (the “Customer 

Account Credits”). Prepetition, 101 affected customers received a $100 credit through PG&E’s Quality 

 1 Rule 8 A.2 provides in pertinent part that “[i]f the past due balance still remains unpaid, PG&E will 

make a reasonable attempt to contact an adult residing at the customer’s residence either by telephone or 

in person at least 24 hours prior to terminating service.”

2 Rule 11.b. prohibits disconnection for nonpayment on Saturdays.

3 This summary is qualified in its entirety by reference to the provisions of the CPUC Order and of the 

Settlement Agreement. To the extent that any discrepancies exist between the summary described in this 

Motion and the terms of the CPUC Order and Settlement Agreement, the CPUC Order and Settlement 

Agreement shall govern.

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Assurance Standard Provision #104 and, therefore, will not receive any additional credit under the 

Settlement Agreement. The value of the Customer Account Credits total $637,100 and are to be borne by 

the Utility’s shareholders. Any Customer Account Credits that are undeliverable will escheat to the State 

of California consistent with the Utility’s current practices. 

B. Contribution to the REACH Program 

The Utility shall owe a contribution to the Relief for Energy Assistance through 

Community Help Program (the “REACH Program”) in the amount of $637,100 (the “REACH Claim”), 

to be paid by the Utility’s shareholders. The REACH Program provides support to Utility customers 

facing difficulties in paying their bills. 

C. No Penalties

Pursuant to the Settlement Agreement, the CPED and the Utility agree a penalty is not 

warranted in this proceeding, in large part due to the Utility’s self-reporting and subsequent corrective 

actions. Absent the Settlement Agreement, the Utility could be subject to penalties of up to $50,000 per 

violation per day.

5

 With over 6,000 customers affected over multiple days, such penalties could

potentially be in the millions.

D. Releases

Upon the CPUC’s adoption of the Settlement Agreement, subject to approval thereof by 

this Court, the Utility and the CPED fully, finally and forever release, waive, and discharge the other party 

and their respective representatives, agents, officers and directors, heirs, subsidiaries, affiliates, successors 

and assigns of any claims that were raised or could have been raised as part of the Disconnection OII 

proceeding or the facts giving rise to that proceeding. The parties further agree that the releases contained 

in the Settlement Agreement will remain in effect and will be fully binding notwithstanding the discovery 

or existence of any additional or different facts; provided, however, that nothing in the Settlement 

Agreement shall be deemed to release the parties from any obligation thereunder. 

 4 PG&E’s Quality Assurance Standard Provision #10 provides that customer accounts may be credited for 

disconnections for non-payment when a customer was actually current with payments.

5 At the time of the disconnections at issue, California Public Utility Code sections 2107 and 2108 

provided for penalties of up to $50,000 per violation per day. 

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E. Bankruptcy Court Approval and Timing of Payments

Pursuant to the CPUC Order, the Utility is required to seek Bankruptcy Court approval of 

the Settlement Agreement. See CPUC Order at 11, ¶2. Moreover, the CPUC Order requires that the 

Utility request the Bankruptcy Court grant it authority to satisfy the Customer Account Credits and the

REACH Claim within 90 days of the date the Bankruptcy Court authorizes the payment of such claim. 

Id. at 11-12, ¶¶5 & 11.

Once the Bankruptcy Court approves the Settlement Agreement, the Utility intends to issue

the Customer Account Credits in accordance with the authority granted to it pursuant to this Court’s prior 

order, entered March 12, 2019 [Docket No. 843] (the “Public Purpose Programs Order”), which granted

the Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 507(a)(7) and Fed. R. Bankr. P. 6003 

and 6004 for Interim and Final Orders (I) Authorizing Debtors to (A) Maintain and Administer Customer 

Programs, Including Public Purpose Programs, and (B) Honor Any Prepetition Obligations Relating 

Thereto; and (II) Authorizing Financial Institutions to Honor and Process Related Checks and Transfers

[Docket No. 16] (the “Public Purpose Programs Motion”). Under the Public Purpose Programs Motion, 

the Debtors sought authority from this Court to provide credits to its Customers for any number of reasons, 

including to address “Customer concerns and issues.” Public Purpose Programs Motion at 15. 

Accordingly, the Debtors believe they already have authority to provide the Customer Account Credits to 

its Customers to address the disconnection of service that occurred prepetition. As indicated above, 101 

customers impacted by the prepetition disconnection have already received account credits prepetition 

resulting from the Utility’s ordinary course resolution of customer complaints. Out of an abundance of 

caution and to comply with the CPUC Order, however, the Debtors request authority to issue the Customer 

Account Credits to the remaining 6,371 customers, as previously authorized under the Public Purpose 

Programs Order, within 90 days after the entry of an order approving this Motion.

With respect to the REACH Claim, the Debtors have agreed with the CPED that the Utility 

will satisfy such claim in accordance with the terms of a Bankruptcy Court order authorizing payment in 

full or in part of the REACH Claim. See Settlement Agreement ¶3 (“PG&E may satisfy the REACH 

Claim in accordance with the terms of an order entered by the Bankruptcy Court granting PG&E authority 

to pay the REACH Claim in full or in part.”). This authority would be in the form of an order of the 

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Bankruptcy Court approving a chapter 11 plan of reorganization. Accordingly, the Debtors herein request 

approval to satisfy the REACH Claim within 90 days of the entry of the Bankruptcy Court’s order 

confirming a chapter 11 plan or such date as may otherwise be provided by the terms of such confirmed 

chapter 11 plan. 

V. BASIS FOR RELIEF REQUESTED

A. The Settlement Agreement is in the Best Interests of the Debtors’ Estates and 

Should be Approved Pursuant to Bankruptcy Rule 9019.

The Debtors submit that the Settlement Agreement is in the best interests of the Debtors’ 

estates and all stakeholders and should be approved under Bankruptcy Rule 9019. Bankruptcy Rule 

9019(a) provides “[o]n motion by the trustee and after notice and a hearing, the court may approve a 

compromise and settlement.” Fed. R. Bankr. R. 9019(a). This rule empowers Bankruptcy Courts to 

approve settlements “if they are in the best interests of the estate.” In re Drexel Burnham Lambert Group,

Inc., 134 B.R. 499, 505 (Bankr. S.D.N.Y. 1991); see also Myers v. Martin (In re Martin), 91 F.3d 389, 

393 (3d Cir. 1996). Compromises and settlements are normal and welcomed occurrences in chapter 11 

because they allow a debtor and its creditors to avoid the financial and other burdens associated with 

litigation over contentious issues and expedite the administration of the bankruptcy estate. See Protective 

Comm. for Indep. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968)

(hereafter, “TMT Trailer Ferry”); Martin v. Kane (In re A&C Properties), 784 F.2d 1377, 1380-81 (9th 

Cir. 1986). The decision to approve a particular compromise lies within the sound discretion of the Court. 

See Nellis v. Shugrue, 165 B.R. 115, 123 (S.D.N.Y. 1994); Woodson v. Fireman’s Fund Ins. Co. (In re 

Woodson), 839 F.2d 610, 620 (9th Cir. 1988). A proposed compromise and settlement implicates the 

issue of whether it is “fair and equitable” and “in the best interest of the [debtor’s] estate.” In re A&C 

Properties, 784 F.2d at 1381. The court must apprise itself “of all relevant facts necessary for an 

intelligent and objective opinion of the probabilities of ultimate success should the claim be litigated.” 

TMT Trailer Ferry, 390 U.S. at 424. 

Courts in this jurisdiction typically consider the following factors in determining whether 

a settlement should be approved: (i) the probability of success in litigation, with due consideration for the 

uncertainty in fact and law; (ii) the difficulties, if any, to be encountered in the matter of collecting any 

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litigated judgment; (iii) the complexity and likely duration of the litigation and any attendant expense, 

inconvenience, and delay; and (iv) the paramount interest of the creditors and the proper deference to their 

reasonable views in the premises. See In re Woodson, 839 F.2d at 620 (quoting A&C Props., 784 F.2d at 

1380). It is not necessary that the conclusions reached in the consideration of each of the above factors 

support the settlement, but taken as a whole, those conclusions must favor the approval of the settlement.

See In re Pacific Gas and Elec. Co., 304 B.R. 395, 417 (Bankr. N.D. Cal. 2004) (citing In re WCI Cable, 

Inc., 282 B.R. 457, 473-74 (Bankr. D. Or. 2002)).

The standard courts apply for approval of settlements under Bankruptcy Rule 9019 is 

deferential to the debtor’s judgment and merely requires the Court to ensure that the settlement does not 

fall below the lowest point in the range of reasonableness in terms of potential benefits to the debtor. See 

Allied Waste Serves. of Mass., LLC (In re Am. Cartage, Inc.), 656 F.3d 82, 92 (1st Cir. 2011) (“The task 

of both the bankruptcy court and any reviewing court is to canvass the issues and see whether the 

settlement falls below the lowest point in the range of reasonableness . . . If a trustee chooses to accept a 

less munificent sum for a good reason (say, to avoid potentially costly litigation), his judgment is entitled 

to some deference.”) (citing In re Thompson, 965 F.2d 1136, 1145 (1st Cir. 1992)); Shugrue, 165 B.R. at 

123 (a court need not be aware of or decide the particulars of each individual claim resolved by the 

settlement or “assess the minutia of each and every claim”; rather, a court “need only canvass the issues 

and see whether the settlement falls ‘below the lowest point in the range of reasonableness.’”); see also, 

In re Pacific Gas and Elec. Co., 304 B.R. at 417; In re Planned Protective Servs., Inc., 130 B.R. 94, 99 

n.7 (Bankr. C.D. Cal. 1991) (same).

While a court must “evaluate . . . all . . . factors relevant to a fair and full assessment of the 

wisdom of the proposed compromise,” Anderson, 390 U.S. at 424-25, a court need not conduct a “minitrial” of the merits of the claims being settled, Port O’Call Invest. Co. v. Blair (In re Blair), 538 F.2d 849, 

851 (9th Cir. 1976), or conduct a full independent investigation. Drexel Burnham Lambert Group, 134 

B.R. at 496. As one court explained in assessing a global settlement of claims, “[t]he appropriate inquiry 

is whether the Settlement Agreement in its entirety is appropriate for the . . . estate.” Air Line Pilots Ass’n, 

Int’l v. Am. Nat’l Bank & Trust Co. (In re Ionosphere Clubs, Inc.), 156 B.R. 414, 430 (S.D.N.Y. 1993), 

aff’d 17 F.3d 600 (2d Cir. 1993) (emphasis added). 

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Here, the terms of the Settlement Agreement are fair and reasonable and in the best interest 

of the Utility, its estate, creditors and other stakeholders, and should be approved. The Settlement 

Agreement is the result of months of extensive, good faith, and informed negotiations among sophisticated 

parties with a thorough understanding of the underlying issues. The Settlement Agreement fully resolves 

the Disconnection OII, eliminates the costs and uncertainties associated with further litigation, including 

the possible costs of rehearing, appeal, and potential penalties, and ultimately benefits the Utility’s

affected customers as well as similarly situated customers. 

Following months of arms’-length negotiations with the CPED beginning in November, 

2018, the parties ultimately agreed to the terms of the Settlement Agreement. In entering into the 

Settlement Agreement, the Utility considered many factors, including the benefit to the affected customers 

and similarly situated customers, the potential costs and risks associated with continued litigation of the 

Disconnection OII, and the potential penalties that could otherwise be levied. Further, the Settlement 

Agreement clearly does not fall below the lowest point in the range of reasonableness. Indeed, the CPUC 

has already determined that the terms of the Settlement Agreement are “reasonable in light of the whole 

record, consistent with law, and in the public interest.” CPUC Order at 6. As described above, the CPUC 

Order provides that a penalty is not warranted in the proceeding, a finding that is not certain absent 

settlement, without which the Utility could face potentially millions of dollars in penalties that would be 

payable to the California General Fund. By entering into the Settlement Agreement, the Utility is capping 

its liability in connection with the Disconnection OII at $1,274,200 (the aggregate amount of the Customer 

Account Credits and REACH Claims) and ensures it pays no penalties. Further, rather than making a 

contribution to the California General Fund that is not guaranteed to benefit the Utility’s customers, the 

Settlement Agreement contemplates a contribution to the REACH Program. As stated above, the REACH 

Program is a non-profit program that provides funds to qualifying Utility customers who need assistance 

paying their bills and avoiding disconnection. Unlike contributions to the California General Fund, the 

REACH Program contribution will directly benefit the Utility’s customers who are the most at-risk for 

disconnection. In light of the above, the Debtors assert that the Settlement Agreement is fair and 

reasonable and should be approved. 

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B. Satisfaction of the Customer Account Credits is a Sound Exercise of the Utility’s

Business Judgment and Should be Approved Pursuant to Sections 363(b) and 105(a) 

of the Bankruptcy Code.

The Court may authorize the Debtors to satisfy the Customer Account Credits pursuant to 

sections 363(b) and 105(a) of the Bankruptcy Code. Section 363(b) provides, in pertinent part, that “[t]he 

[debtor], after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, 

property of the estate.” 11 U.S.C. § 363(b)(1). Section 105(a) further provides that the “court may issue 

any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title.”

11 U.S.C. § 105(a). Together, these sections of the Bankruptcy Code provide the Court with ample 

authority and discretion to grant the requested relief herein. See In re Lionel Corp., 722 F.2d 1063, 1071 

(2d Cir. 1983); In re Walter, 83 B.R. 14, 17 (B.A.P. 9th Cir. 1988) (“The bankruptcy court has 

considerable discretion in deciding whether to approve or disapprove the use of estate property by a debtor 

in possession, in the light of sound business justification.”); In re ASARCO, L.L.C., 650 F.3d 593, 601 

(5th Cir. 2011) (“The business judgment standard in section 363 is flexible and encourages discretion.”);

In re Montgomery Ward Holding Corp., 242 B.R. 147, 153 (D. Del. 1999) (use of assets outside the 

ordinary course of business permitted if “sound business purpose justifies such actions”); Comm. of 

Asbestos-Related Litigants v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, 616 

(Bankr. S.D.N.Y. 1986) (“Where the debtor articulates a reasonable basis for its business decisions (as 

distinct from a decision made arbitrarily or capriciously), courts will generally not entertain objections to 

the debtor’s conduct.”).

Once a debtor articulates a valid business justification under section 363 of the Bankruptcy 

Code, a presumption arises that the debtor’s decision was made on an informed basis, in good faith, and 

in the honest belief, the action was in the best interest of the company. In re Integrated Resources, Inc., 

147 B.R. 650, 656 (Bankr. S.D.N.Y. 1992) (quoting Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 

1985)). See also, In re AWTR Liquidation Inc., 548 B.R. 300, 314 (Bankr. C.D. Cal. 2016) (referencing 

the Cal. Prac. Guide: Corps. (The Rutter Group 2015) Ch. 6–C); In re Johns-Manville Corp., 60 B.R. at 

615–16 (“[T]he Code favors the continued operation of a business by a debtor and a presumption of 

reasonableness attaches to a debtor’s management decisions.”). Thus, if, as here, a debtor’s actions satisfy 

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the business judgment rule, then the transaction in question should be approved under section 363(b)(1) 

of the Bankruptcy Code.

Here, satisfaction of the Customer Account Credits is within the authority already granted 

to the Debtors under the Public Purpose Programs Order and is consistent with the Utility’s ordinary 

course business operations, and therefore is a sound exercise of the Utility’s business judgment. As stated 

in the Public Purpose Programs Motion and the Nigam Declaration, the Utility often provides credits to 

customers to address various concerns and issues, including improper disconnections. Indeed, as indicated 

above, 101 customers impacted by the 2016 and 2018 disconnection already received account credits in 

connection with the Utility’s ordinary course resolution of customer complaints. Moreover, the Customer 

Account Credits reflect modest amounts. Accordingly, providing the Customer Account Credits now is a 

prudent and sound exercise of the Debtors’ business judgment and should be authorized.

VI. NOTICE

Notice of this Motion 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) Consumer Protection and Enforcement Division; (ix) the Nuclear Regulatory 

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

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

possession financing facility; and (xiii) those persons who have formally appeared in these Chapter 11 

Cases and requested service pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no 

further notice is required.

No previous request for the relief sought herein has been made by the Debtors to this or 

any other court. 

Case: 19-30088 Doc# 4665 Filed: 11/11/19 Entered: 11/11/19 17:26:11 Page 11

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

WHEREFORE the Debtors respectfully request entry of an order granting (i) the relief 

requested herein as a sound exercise of the Utility’s business judgment, appropriate under section 105(a) 

of the Bankruptcy Code and Bankruptcy Rule 9019, and in the best interests of the Utility’s estate, its 

creditors, shareholders, and all other parties in interest, and (ii) such other and further relief as the Court 

may deem just and appropriate.

Dated: November 11, 2019

WEIL, GOTSHAL & MANGES LLP

KELLER & BENVENUTTI LLP

By: /s/ Jessica Liou

Jessica Liou

Attorneys for Debtors 

and Debtors in Possession

Case: 19-30088 Doc# 4665 Filed: 11/11/19 Entered: 11/11/19 17:26:11 Page 12

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