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XAVIER BECERRA, SBN 118517

Attorney General of California 

MARGARITA PADILLA, SBN 99966 

Supervising Deputy Attorney General 

JAMES POTTER, SBN 166992 

Deputy Attorney General 

1515 Clay Street, 20th Floor 

P.O. Box 70550 

Oakland, CA 94612-0550 

Telephone: (510) 879-0815 

Fax: (510) 622-2270 

Margarita.Padilla@doj.ca.gov 

James.Potter@doj.ca.gov 

STEVEN H. FELDERSTEIN, SBN 059678 

PAUL J. PASCUZZI, SBN 148810 

FELDERSTEIN FITZGERALD 

WILLOUGHBY PASCUZZI & RIOS LLP 

500 Capitol Mall, Suite 2250 

Sacramento, CA 95814 

Telephone: (916) 329-7400 

Fax: (916) 329-7435 

sfelderstein@ffwplaw.com 

ppascuzzi@ffwplaw.com 

Attorneys for California Department of Forestry 

and Fire Protection, et al. 

XAVIER BECERRA, SBN 118517

Attorney General of California 

DANETTE VALDEZ, SBN 141780 

ANNADEL ALMENDRAS, SBN 

192064 

Supervising Deputy Attorneys General 

455 Golden Gate Avenue, Suite 11000 

San Francisco, CA 94102-7004 

Telephone: (415) 510-3367 

Fax: (415) 703-5480 

Danette.Valdez@doj.ca.gov 

Annadel.Almendras@doj.ca.gov 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

- and – 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

Debtors.

Bankruptcy Case

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

 Affects PG&E Corporation 

 Affects Pacific Gas and 

Electric Company 

 Affects both Debtors 

Date: December 17, 2019 

Time: 10:00 a.m. 

Ctrm: 17 

Judge: Dennis Montali 

RESPONSE OF THE CALIFORNIA STATE AGENCIES TO DEBTORS’ MOTION 

PURSUANT TO 11 U.S.C. §§ 363(b) AND 105(a) AND FED. R. BANKR. P. 6004 AND 9010 

FOR ENTRY OF AN ORDER (I) AUTHORIZING THE DEBTORS AND TCC TO 

ENTER INTO RESTRUCTURING SUPPORT AGREEMENT WITH THE TCC, 

CONSENTING FIRE CLAIMANT PROFESSIONALS, AND SHAREHOLDER 

PROPONENTS, AND (II) GRANTING RELATED RELIEF [DOCKET NO. 5038] 

Case: 19-30088 Doc# 5123 Filed: 12/16/19 Entered: 12/16/19 11:37:28 Page 1 of

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The California Department of Forestry and Fire Protection, California Department of 

Toxic Substances Control, California Governor’s Office of Emergency Services, California 

Department of Veterans Affairs, California State University, California Department of Parks and 

Recreation, California Department of Transportation and California Department of 

Developmental Services (collectively, the “California State Agencies”) hereby respond to 

Debtors’ Motion Pursuant To 11 U.S.C. §§ 363(b) and 105(a) and Fed. R. Bankr. P. 6004 and 

9010 for Entry of an Order (I) Authorizing the Debtors and TCC to Enter Into Restructuring 

Support Agreement with the TCC, Consenting Fire Claimant Professionals, and Shareholder 

Proponents, and (II) Granting Related Relief (“Tort Claimants RSA Motion”) [Docket No. 5038] 

based on the following: 

1. As the Court is aware, the California State Agencies collectively hold substantial 

prepetition claims related to the wildfires caused by Pacific Gas and Electric Company. Although 

the California State Agencies are not parties to the Tort Claimants RSA and did not participate in 

its negotiation, under the Tort Claimants RSA and Term Sheet most of their claims will be 

included as Fire Claims and channeled to a Fire Victim Trust.1

 The California State Agencies’ 

fire-related claims for the Fires listed in Exhibit A of the RSA Term Sheet are proposed to be 

satisfied in full from the $13.5 billion Fire Victim Trust. 

2. Under the Tort Claimants RSA, the “Requisite Consenting Fire Claimant 

Professionals” will, on January 20, 2020, provide all terms for the Fire Victim Trust that are not 

specified in the Term Sheet. Tort Claimants RSA § 2(i).2

3. The Tort Claimants RSA Motion seeks limited relief: authorization for the 

Debtors, TCC, Consenting Fire Claimant Professionals and Shareholder Proponents to enter into 

the Tort Claimants RSA and Term Sheet. The Tort Claimants RSA Motion does not purport to 

1

 Capitalized terms not otherwise defined shall have the same meaning as the Motion, Tort 

Claimants RSA or Term Sheet. 

2

 The Debtors just filed their Debtors’ and Shareholder Proponents’ Joint Chapter 11 Plan of 

Reorganization Dated December 12, 2019 (Dkt. No. 5101) (“Debtors’ Amended Plan”). The 

California State Agencies have not thoroughly reviewed the Debtors’ Amended Plan and reserve 

all rights. 

Case: 19-30088 Doc# 5123 Filed: 12/16/19 Entered: 12/16/19 11:37:28 Page 2 of

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bind any particular creditor, including the California State Agencies, to any particular chapter 11 

plan, plan treatment or any other issue related to confirmation of a chapter 11 plan. 

4. The California State Agencies file this statement to reserve any and all rights, 

particularly with respect to any issues regarding the governance, administration and procedures 

for the Fire Victim Trust and confirmation of the Debtors’ Amended Plan (filed less than two 

business days before this response was due), or any other chapter 11 plan, including, but not 

limited to, the following issues: 

a. Whether the Debtors’ Amended Plan or any other chapter 11 plan complies 

with the confirmation requirements of 11 U.S.C. § 1129; 

b. Whether the Debtors’ Amended Plan or any other chapter 11 plan fully 

complies with the requirements of A.B. 1054; 

c. If the Fire Victim Trust consists of more than one trust, whether the various 

trusts treat the Fire Victim Claims in a manner that meets the requirements of the Bankruptcy 

Code; 

d. Any issues regarding the governance, administration and procedures for the 

Fire Victim Trust, including but not limited to (i) the terms of the Fire Victim Trust agreement 

that have yet to be disclosed, (ii) the claims resolution procedures that will govern the resolution, 

liquidation, and payment of Fire Claims from the Fire Victim Trust, and (iii) the governance 

structure for the Fire Victim Trust, including the adequate representation of the holders of Fire 

Victim Claims on the committee or board to oversee the Fire Victim Trust and the selection of the 

trustee(s); 

e. Opposing the Estimation Approval Motion and Estimation Approval

Order; and 

f. Such other issues as may arise during the Debtors’ bankruptcy cases. 

5. As noted in the Motion, several provisions of the Tort Claimants RSA permit its 

termination under various circumstances, several of which are automatic. Tort Claimants RSA 

Motion at 15:12 – 16:12. The California State Agencies reserve any and all rights to oppose the 

Case: 19-30088 Doc# 5123 Filed: 12/16/19 Entered: 12/16/19 11:37:28 Page 3 of

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Tort Claimants RSA Motion if there has been a termination, but the parties proceed with approval 

of the Tort Claimants RSA anyway by waiving provisions of the RSA. Id. at 16:13-18. 

6. So long as the relief requested on the Tort Claimants RSA Motion does not purport 

to bind any particular creditor, including the California State Agencies, to any particular chapter 

11 plan, plan treatment or any other issue related to confirmation of a chapter 11 plan, the 

California State Agencies do not oppose the Tort Claimants RSA Motion and reserve all rights. 

The California State Agencies reserve the right to join in other responses or objections to the Tort 

Claimants RSA Motion. 

7. Neither this statement nor any subsequent appearance, pleading, proof of claim, 

claim or suit is intended or shall be deemed or construed as: 

a. a consent by the California State Agencies to the jurisdiction of this Court 

or any other court with respect to proceedings, if any, commenced in any case against or 

otherwise involving the California State Agencies; 

b. a waiver of any right of the California State Agencies to (i) have an 

Article III judge adjudicate in the first instance any case, proceeding, matter or controversy as to 

which a Bankruptcy Judge may not enter a final order or judgment consistent with Article III of 

the United States Constitution, (ii) have final orders in non-core matters entered only after de 

novo review by a District Court Judge, (iii) trial by jury in any proceeding so triable in the 

Chapter 11 Cases or in any case, controversy, or proceeding related to the Chapter 11 Cases, 

(iv) have the United States District Court withdraw the reference in any matter subject to 

mandatory or discretionary withdrawal, or (v) any and all rights, claims, actions, defenses, setoffs, 

recoupments or remedies to which the California State Agencies are or may be entitled under 

agreements, in law or in equity, all of which rights, claims, actions, defenses, setoffs and 

recoupments are expressly reserved hereby; or 

c. a waiver of any objections or defenses that the State of California, the 

California State Agencies or any other agency, unit or entity of the State of California may have 

to this Court’s jurisdiction over the State of California, the California State Agencies or such 

other agency, unit or entity based upon the Eleventh Amendment to the United States 

Case: 19-30088 Doc# 5123 Filed: 12/16/19 Entered: 12/16/19 11:37:28 Page 4 of

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Constitution or related principles of sovereign immunity or otherwise, all of which objections and 

defenses are hereby reserved. 

Dated: December 16, 2019 Respectfully submitted, 

XAVIER BECERRA 

Attorney General of California 

MARGARITA PADILLA 

Supervising Deputy Attorney General 

By: /s/ Paul J. Pascuzzi____________________________ 

STEVEN H. FELDERSTEIN 

PAUL J. PASCUZZI 

FELDERSTEIN FITZGERALD 

WILLOUGHBY PASCUZZI & RIOS LLP 

Attorneys for California Department of Forestry and 

Fire Protection, California Department of Toxic 

Substances Control, California Governor’s Office of 

Emergency Services, California Department of Veterans 

Affairs, California State University, California 

Department of Parks and Recreation, California 

Department of Transportation and California 

Department of Developmental Services 

Case: 19-30088 Doc# 5123 Filed: 12/16/19 Entered: 12/16/19 11:37:28 Page 5 of

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PROOF OF SERVICE 

I, Sabrina M. Cisneros, declare: 

I am a resident of the State of California and over the age of eighteen years, and not a 

party to the within action; my business address is 500 Capitol Mall, Suite 2250, Sacramento, CA 

95814. On December 16, 2019, I served the within documents: 

RESPONSE OF THE CALIFORNIA STATE AGENCIES TO DEBTORS’ 

MOTION PURSUANT TO 11 U.S.C. §§ 363(b) AND 105(a) AND FED. R. 

BANKR. P. 6004 AND 9010 FOR ENTRY OF AN ORDER (I) AUTHORIZING 

THE DEBTORS AND TCC TO ENTER INTO RESTRUCTURING SUPPORT 

AGREEMENT WITH THE TCC, CONSENTING FIRE CLAIMANT 

PROFESSIONALS, AND SHAREHOLDER PROPONENTS, AND (II) 

GRANTING RELATED RELIEF [DOCKET NO. 5038] 

By Electronic Service only via CM/ECF. 

/s/ Sabrina M. Cisneros

Sabrina M. Cisneros 

Case: 19-30088 Doc# 5123 Filed: 12/16/19 Entered: 12/16/19 11:37:28 Page 6 of

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