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AKIN GUMP STRAUSS HAUER & FELD LLP

Michael S. Stamer (pro hac vice) 

Ira S. Dizengoff (pro hac vice) 

David H. Botter (pro hac vice) 

Abid Qureshi (pro hac vice) 

One Bryant Park 

New York, New York 10036 

Telephone: (212) 872-1000

Facsimile: (212) 872-1002

Email: mstamer@akingump.com 

idizengoff@akingump.com 

dbotter@akingump.com 

aqureshi@akingump.com 

Ashley Vinson Crawford (SBN 257246) 

580 California Street 

Suite 1500 

San Francisco, California 94104 

Telephone: (415) 765-9500 

Facsimile: (415) 765-9501 

Email: avcrawford@akingump.com 

Counsel to the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION, 

-andPACIFIC GAS AND ELECTRIC 

COMPANY,

,3;8>A=@4B -3?6

2<% '*$(&&)) ".1#

Chapter 11 

"0635 -3?6#

"/<7;@9B +5:7;7?@6>65#

SECOND AMENDED VERIFIED 

STATEMENT OF THE AD HOC 

COMMITTEE OF SENIOR UNSECURED 

NOTEHOLDERS PURSUANT TO 

BANKRUPTCY RULE 2019 

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# 4369 Filed: 10/21/19 Entered: 10/21/19 20:21:00 Page 1 of

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Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), 

the Ad Hoc Committee of Senior Unsecured Noteholders of Pacific Gas and Electric Company (the 

“Ad Hoc Committee”), who hold senior unsecured notes issued by Pacific Gas and Electric Company 

(the “Utility”) (and other indebtedness as more specifically detailed in Exhibit A attached hereto), by 

and through its undersigned counsel, hereby submit this verified statement (this “Statement”), and in 

support thereof, state as follows: 

1. In or around February 2019, the Ad Hoc Committee engaged Akin Gump

Strauss Hauer & Feld LLP (“Akin Gump”) to represent it in connection with the chapter 11 cases of 

the Utility and PG&E Corporation (collectively, the “Debtors”). On March 5, 2019, the Ad Hoc 

Committee filed the Verified Statement of the Ad Hoc Committee of Senior Unsecured Noteholders 

Pursuant to Bankruptcy Rule 2019 [Docket No. 744] (the “Original Statement”). 

2. On July 18, 2019, the Ad Hoc Committee filed the First Amended Verified

Statement of the Ad Hoc Committee of Senior Unsecured Noteholders Pursuant to Bankruptcy Rule 

2019 [Docket No. 3083] (the “First Amended Statement”). This Statement amends and replaces the 

First Amended Statement. 

3. As of the date of this Statement, Akin Gump represents only the Ad Hoc

Committee. Akin Gump does not represent or purport to represent any other entities in connection 

with the Debtors’ chapter 11 cases. Akin Gump does not represent the Ad Hoc Committee as a 

“committee” (as such term is employed in the Bankruptcy Code and Bankruptcy Rules) and does not 

undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest, or 

other entity that has not signed a retention agreement with Akin Gump. In addition, the Ad Hoc 

Committee does not represent or purport to represent any other entities in connection with the 

Debtors’ chapter 11 cases. 

4. The members of the Ad Hoc Committee either hold claims or manage accounts

that hold claims against the Debtors’ estates. In accordance with Bankruptcy Rule 2019, a list of the 

names, addresses and the “nature and amount of all disclosable economic interests” held in relation to 

the Debtors as of October 11, 2019, by each member of the Ad Hoc Committee is attached hereto as 

Exhibit A. 

2 Case: 19-30088 Doc# 4369 Filed: 10/21/19 Entered: 10/21/19 20:21:00 Page 2 of

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5. The information set forth in Exhibit A, which is based on information provided

by the applicable members of the Ad Hoc Committee to Akin Gump, is intended only to comply with 

Bankruptcy Rule 2019 and is not intended for any other purpose. Akin Gump does not make any 

representation regarding the validity, amount, allowance, or priority of such claims and reserves all 

rights with respect thereto. 

6. Nothing contained in this Statement (or Exhibit A) should be construed as a

limitation upon, or waiver of, any rights of any member of the Ad Hoc Committee to assert, file 

and/or amend their claims in accordance with applicable law and any orders entered in these chapter 

11 cases. 

7. Akin Gump reserves the right to amend and/or supplement this Statement in

accordance with the requirements set forth in Bankruptcy Rule 2019. 

Dated: October 21, 2019 AKIN GUMP STRAUSS HAUER & FELD LLP

By /s/ Ashley Vinson Crawford

Ashley Vinson Crawford (SBN 257246) 

Michael S. Stamer (pro hac vice) 

Ira S. Dizengoff (pro hac vice) 

David H. Botter (pro hac vice) 

Abid Qureshi (pro hac vice) 

Counsel to the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company 

Case: 19-30088 Doc# 4369 Filed: 10/21/19 Entered: 10/21/19 20:21:00 Page 3 of

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Exhibit A 

Case: 19-30088 Doc# 4369 Filed: 10/21/19 Entered: 10/21/19 20:21:00 Page 4 of

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E

x

hibit A

1

N

A

M

E

A

D

D

R

ESS N

A

T

U

R

E

A

N

D

A

M

O

U

N

T

O

F

DISC

L

OSA

B

L

E

E

C

O

N

O

MIC IN

T

E

R

EST

Apollo Global Management L

L

C 9 West 57

th Street

43

rd Floor

New

York, N

Y 10019

$505,996,000 in Senior Utility Notes

1

$93,000,000 in DIP Term

Loans

2

$31,000,000 in Delayed DIP Term

Loans

3

$98,000,000 in Wildfire Subrogation Claims

Aurelius Capital Management, LP 535 Madison Avenue

31

st Floor

New

York, N

Y 10022

$43,000,000 in Senior Utility Notes

1 “Senior Utility

Notes” means the senior notes issued

b

y

Pacific Gas an

d

Electric Compan

y (the “Utility”) u

n

der (a) that certain Indenture, dated as of April 22,

2005, between Utility and The Bank of New

York Company, as trustee (in such capacity, the “Trustee”), which amends and restates that certain Indenture of Mortgage, dated as of

March 11, 2004, relating to the issuance of certain notes which are no longer outstanding, other than $3,000M principal amount of 6.05% senior notes due March 1, 2034, and (i) 1

st

Supplemental Indenture, dated as of March 13, 2007, relating to $700M principal amount of 5.80% senior notes due March 1, 2037 (ii) 3

rd Supplemental Indenture, dated as of March 3,

2008, relating to $400M principal amount of 6.35% senior notes due Feb 15, 2038, (iii) 6

th Supplemental Indenture, dated as of March 6, 2009, relating to $550M principal amount of

6.25% senior notes due March 1, 2039, (iv) 8

th Supplemental Indenture, dated as of November 18, 2009, relating to $550M principal amount of 5.40% senior notes due January 15,

2040, (v) 9

th Supplemental Indenture, dated as of April 1, 2010, relating to $250M principal amount of 5.80% senior notes due March 1, 2037, (vi) 10

th Supplemental Indenture, dated

as of September 15, 2010, relating to $550M principal amount of 3.50% senior notes due October 1, 2020, (vii) 12

th Supplemental Indenture, dated as of November 18, 2010, relating to

$250M principal amount of 3.50% senior notes due October 1, 2020 and $250M principal amount of 5.40% senior notes due January 15, 2040, (viii) 13

th Supplemental Indenture, dated

as of May 13, 2011, relating to $300M principal amount of 4.25% senior notes due May 15, 2021, (ix) 14

th Supplemental Indenture, dated as of September 12, 2011, relating to $250M

principal amount of 3.25% senior notes due September 15, 2021, (x)16

th Supplemental Indenture, dated as of December 1, 2011, relating to $250M principal amount of 4.50% senior

notes due December 15, 2041, (xi) 17

th Supplemental Indenture, dated as of April 16, 2012, relating to $400M principal amount of 4.45% senior notes due April 15, 2042, (xii) 18

th

Supplemental Indenture, dated as of August 16, 2012, relating to $400M principal amount of 2.45% senior notes due August 15, 2022 and $350M principal amount of 3.75% seniornotes due August 15, 2042, (xiii) 19

th Supplemental Indenture, dated as of June 14, 2013, relating to $375M principal amount of 3.25% senior notes due June 15, 2023 and $375M

principal amount of 4.60% senior notes due June 15, 2043, (xiv) 20

th Supplemental Indenture, dated as of November 12, 2013, relating to $300M principal amount of 3.85% senior

notes due November 15, 2023 and $500M principal amount of 5.125% senior notes due November 15, 2043, (xv) 21

st Supplemental Indenture, dated as of November 12, 2013, relating

to $450M principal amount of 3.75% senior notes due February 15, 2024 and $450M principal amount of 4.75% senior notes due February 15, 2044, (xvi) 23

rd Supplemental Indenture,

dated as of August 18, 2014, relating to $350M principal amount of 3.40% senior notes due August 15, 2024 and $225M principal amount of 4.75% senior notes due February 15, 2044,(xvii) 24

th Supplemental Indenture, dated as of November 6, 2014, relating to $500M principal amount of 4.30% senior notes due March 15, 2045, (xviii) 25

th Supplemental Indenture,

dated as of June 12, 2015, relating to $400M principal amount of 3.50% senior notes due June 15, 2025 and $100M principal amount of 4.30% senior notes due March 15, 2045, (xix)26

th Supplemental Indenture, dated as of November 5, 2015, relating to $200M principal amount of 3.50% senior notes due June 15, 2025 and $450M principal amount of 4.25% senior

notes due March 15, 2046, (xx) 27

th Supplemental Indenture, dated as of March 1, 2016, relating to $600M principal amount of 2.95% senior notes due March 1, 2026, (xxi) 28

th

Supplemental Indenture, dated as of December 1, 2016, relating to $400M principal amount of 4.00% senior notes due December 1, 2046, (xxii) 29

th Supplemental Indenture, dated as

of March 10, 2017, relating to $400M principal amount of 3.30% senior notes due March 15, 2027 and $200M principal amount of 4.00% senior notes due December 1, 2046, (b) thatcertain Indenture, dated as of March 10, 2017, between Utility and the Trustee, relating to $1,150M principal amount of 3.30% senior notes due December 1, 2027 and $850M principalamount of 3.95% of senior notes due 2047 and (c) that certain Indenture, dated as of August 6, 2018, between Utility and the Trustee, as supplemented by 1

st Supplemental Indenture,

dated as of August 6, 2018, relating to $500M principal amount of 4.25% senior notes due 2023 and $300M principal amount of 4.65% senior notes due 2028.

2

“DIP

Term

Loans” means the term loans under that senior secured, superpriority debtor-in-possession new

money credit, guaranty and security agreement (the “DIP

Credit

Agreement”) in an aggregate principal amount of $1,500,000,000.

3

“Delayed DIP

Term

Loans” means the delayed draw term loans under the DIP

Credit Agreement in an aggregate principal amount of $500,000,000.

Case: 19-30088 Doc# 4369 Filed: 10/21/19 Entered: 10/21/19 20:21:00 Page 5 of

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E

x

hibit A

2

Canyon Capital Advisors L

L

C 2000 Avenue of the Stars

11

th Floor

Los Angeles, C

A 90067

$280,355,000 in Senior Utility Notes$159,103,460.37 in Utility Revolver Loans

4

$103,113,595 in Utility L/C

Reimbursement

$15,000,000 in HoldCo Revolver Loans

5

$60,000,000 in HoldCo Term

Loans

6

Capital Group 333 South Hope Street

55

th Floor

Los Angeles, C

A 90071

$393,920,000 in Senior Utility Notes$32,365,000 in Municipal Bonds

CarVal Investors, L

L

C 461 Fifth Avenue

New

York, N

Y 10017

$215,059,000 in Senior Utility Notes$95,000,000 in Utility L/C

Reimbursement

Castle Hook Partners LP 250 West 55

th Street

New

York, N

Y 10019

$117,750,000 in Senior Utility Notes$10,000,000 in Utility Revolver Loans1,315,448 shares of PG

&

E Stock

Citadel Advisors L

L

C 520 Madison Avenue

New

York, N

Y 10022

$657,010,000 in Senior Utility Notes6,232,306 shares of PG

&

E Stock

Short Positions in 1,024 Call Option Contracts on PG

&

E Stock

Davidson Kempner Capital Management

LP

520 Madison Avenue

30

th Floor

New

York, N

Y 10022

$767,000,000 in Senior Utility Notes$135,000,000 in Utility Revolver Loans4,650,000 shares of PG

&

E Stock

$2,666,000 in Trade Claims

Deutsche Bank Securities Inc. 60 Wall Street

4

th Floor

New

York, N

Y 10005

$209,197,000 in Senior Utility Notes$33,409,563 in Utility Revolver Loans$43,188,253 in Utility L/C

Reimbursement

$41,907,390 in HoldCo Term

Loans

717,000 shares of PG

&

E Stock

17,320 Put Option Contracts on PG

&

E Stock

$130,041,997 in Wildfire Subrogation Claims

4

“Utility Revolver Loans” means loans under that certain Second A

mended and Restated Credit Agreement, dated as of April 27, 2015 by and between the Utility and

Citibank, N.A. as administrative agent (in such capacity, the “Revolving Agent”).

5

“HoldCo Revolver Loans” means loans under that certain Second A

mended and Restated Credit Agreement, dated as of April 27, 2015 by and between P

G

&

E and the

Revolving Agent.

6

“HoldCo Term

Loans” means loans under that certain Term

Loan Credit Agreement, dated as of April 16, 2018, by and between P

G

&

E and Mizuho Bank, Ltd., as

administrative agent.

Case: 19-30088 Doc# 4369 Filed: 10/21/19 Entered: 10/21/19 20:21:00 Page 6 of

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E

x

hibit A

3

Diameter Capital Partners LP 24 West 40

th Street

5

th Floor

New

York, N

Y 10018

$145,000,000 in Senior Utility Notes$100,106,502 in Utility Revolver Loans1,065,522 shares of PG

&

E Stock

$17,000,000 in a Bilateral Utility Loan$17,972,746 in Trade Claims

Elliott Management Corporation 40 West 57

th Street

New

York, N

Y 10019

$1,622,905,000 in Senior Utility Notes

Farallon Capital Management, L.L.C. One Maritime Plaza

Suite 2100

San Francisco, C

A 94111

$446,870,000 in Senior Utility Notes$177,480,000 in Utility Revolver Loans$44,650,000 in Trade Claims

Fir Tree Partners 55 West 46th Street

29th Floor

New

York, N

Y 10036

$75,000,000 in Senior Utility Notes

Marathon Asset Management One Bryant Park

38

th Floor

New

York, N

Y 10036

$79,317,000 in Senior Utility Notes$45,100,692 in HoldCo Revolver Loans$30,885,409 in HoldCo Term

Loans

Oak Hill Advisors" $#%# 1114 6

th Avenue

New

York, N

Y 10036

$101,100,000 in Senior Utility Notes

Oaktree Capital Management, L.P. 333 South Grand Avenue

28

th Floor

Los Angeles, C

A 90071

$158,747,000 in Senior Utility Notes$3,750,000 in DIP Term

Loans

$24,900,869 in Utility Revolver Loans$10,000,000 in Utility Term

Loans

7

Pacific Investment Management Company

L

L

C

650 Newport Center Drive

Newport Beach, C

A 92660

$2,782,519,000 in Senior Utility Notes$230,000,000 in Utility Term

Loans

$76,093,636.57 in HoldCo Term

Loans

$745,293,750 in DIP Term

Loans

$248,431,250 in Delayed DIP Term

Loans

Pacific Life Insurance Company 700 Newport Center Drive

Newport Beach, C

A 92660

$61,287,000 in Senior Utility Notes

P. Schoenfeld Asset Management LP 1350 Avenue of the A

mericas

21

st Floor

New

York, N

Y 10019

$170,465,000 in Senior Utility Notes

7

“Utility Term

Loans” means loans under that certain term loan agreement dated as of February 23, 2018 by and among the Utility, The Bank of Tokyo-Mitsubishi U

FJ, Ltd.

(“B

T

M

U”) and U.S. Bank National Association, as lenders, joint lead arranger and joint bookrunners and B

T

M

U as administrative agent.

Case: 19-30088 Doc# 4369 Filed: 10/21/19 Entered: 10/21/19 20:21:00 Page 7 of

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E

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hibit A

4

Sculptor Capital Investments, L

L

C 9 West 57

th Street

39

th Floor

New

York N

Y 10019

$331,841,000 in Senior Utility Notes$9,997,190.48 in Utility Revolver Loans$11,250,000 in DIP Term

Loans

$3,750,000 in Delayed DIP Term

Loans

3,779,670 shares of PG

&

E Stock

Short Positions in 2,168 Call Option Contracts on PG

&

E Stock

2,168 Put Option Contracts on PG

&

E Stock

$105,000,000 in Municipal Bonds

Senator Investment Group LP 510 Madison Avenue

Suite 28

New

York, N

Y 10022

$194,985,000 in Senior Utility Notes$24,551,419 in Utility Revolver Loans

Silver Rock Financial LP 12100 Wilshire Blvd.

Suite 1000

Los Angeles, C

A 90025

$110,500,000 in Senior Utility Notes

Taconic Capital Advisors LP 280 Park Avenue

5

th Floor

New

York, N

Y 10017

$124,810,000 in Senior Utility Notes$10,000,000 in Utility Revolver Loans$25,000,000 in Utility L/C

Reimbursement

374,300 shares of PG

&

E Stock

Third Point L

L

C 390 Park Avenue

New

York, N

Y 10022

$582,000,000 in Senior Utility Notes

Värde Partners, Inc. 901 Marquette Avenue South

Minneapolis, M

N 55402

$990,018,000 in Senior Utility Notes

Case: 19-30088 Doc# 4369 Filed: 10/21/19 Entered: 10/21/19 20:21:00 Page 8 of

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