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

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

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019

Tel: 212 474 1000 

Fax: 212 474 3700 

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 

BANKRUPTCY CODE SECTIONS 105(A) 

AND 107(B) AND BANKRUPTCY RULE 

9018 FOR ENTRY OF AN ORDER 

AUTHORIZING (I) THE FILING UNDER 

SEAL OF THE BRIDGE FEE LETTERS 

AND (II) THE REDACTION OF CERTAIN 

PORTIONS OF THE DEBT FINANCING 

ENGAGEMENT LETTERS 

[No Hearing Requested]

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# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 1 of

11
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

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 105(a) and 107(b) of title 11 of the United States Code (the 

“Bankruptcy Code”), Rule 9018 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), Rule 1001-2(a) of the Bankruptcy Local Rules for the United States District Court for the 

Northern District of California (the “Bankruptcy Local Rules”) and the New District Wide 

Procedures for Electronically Filing Sealed and Redacted Documents adopted by the United States 

Bankruptcy Court for the Northern District of California (the “Local Procedures”), for entry of an 

order (i) authorizing the Debtors to file the Bridge Fee Letters (as defined below) under seal and 

the Debt Financing Engagement Letters (as defined below) with certain portions (the “Redacted 

Portions”) under seal, in each case related to the Debtors’ Motion for Entry of Orders (i) Approving 

Terms of, and Debtors’ Entry into and Performance Under, Exit Financing Commitment Letters 

and (ii) Authorizing Incurrence, Payment and Allowance of Related Fees and/or Premiums, 

Indemnities, Costs and Expenses as Administrative Expense Claims (the “Exit Financing 

Commitment Motion”),1 filed contemporaneously herewith, and (ii) directing that the Bridge Fee 

Letters and the Redacted Portions of the Debt Financing Engagement Letters shall remain under 

seal and confidential and not be made available to anyone (except for the parties identified in the 

immediately following sentence) without the consent of the Debtors and the other parties to the 

Bridge Fee Letters and the Debt Financing Engagement Letters or further order from the Court. 

The Debtors shall provide the Bridge Fee Letters and the Redacted Portions of the Debt Financing 

Engagement Letters to the Court, the Office of the United States Trustee for the Northern District 

of California (the “U.S. Trustee”) and to advisors to the Official Committee of Unsecured 

Creditors, the Official Committee of Tort Claimants and any other official committee established 

pursuant to section 1102 of the Bankruptcy Code on a confidential and professionals’ eyes only 

basis. 

1

 Capitalized terms used but not defined in this Motion shall have the meaning used in the Exit 

Financing Commitment Motion.

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 2 of

11
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

In support of the Motion, the Debtors respectfully submit the Declaration of Kenneth 

S. Ziman (the “Ziman Declaration”), filed contemporaneously herewith. A proposed form of 

order granting the relief requested herein is submitted concurrently herewith in accordance with the 

Local Procedures (the “Proposed Order”). 

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 3 of

11
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

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.), and Bankruptcy Local Rule 5011-1(a). 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 

Contemporaneously herewith, the Debtors have filed the Exit Financing 

Commitment Motion seeking, among other things, approval by the Court of: 

 that certain Commitment Letter dated as of October 4, 2019 (the “PG&E Corp. 

Bridge Commitment Letter”), by and among PG&E Corp., the Utility, 

JPMorgan Chase Bank, N.A. (“JPMorgan”), Bank of America, N.A. 

(“BANA”), BofA Securities, Inc. (“BofA” and, together with BANA, “Bank of 

America”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. 

(“Citi”), Goldman Sachs Bank USA (“GS Bank”) and Goldman Sachs Lending 

Partners LLC (together with GS Bank, “Goldman Sachs”; JPMorgan, Bank of 

America, Barclays, Citi and Goldman Sachs, collectively, the “Initial Bridge 

Commitment Parties”

2

); 

 that certain Commitment Letter dated as of October 4, 2019 (the “Utility Bridge 

Commitment Letter” and, together with the PG&E Corp. Bridge Commitment 

Letter, the “Bridge Commitment Letters”), by and among PG&E Corp., the 

Utility and the Initial Bridge Commitment Parties; 

 that certain Fee Letter dated as of October 4, 2019 (the “PG&E Corp. Bridge 

Fee Letter”), by and among PG&E Corp., the Utility and the Initial Bridge 

Commitment Parties; 

2

 The Initial Bridge Commitment Parties, together with any other parties that become party to the 

Debt Commitment Letters as additional “Commitment Parties”, are collectively referred to as the 

“Bridge Commitment Parties”, and the Bridge Commitment Parties and the Equity Backstop Parties 

are collectively referred to as the “Exit Commitment Parties”.

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 4 of

11
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

 that certain Fee Letter dated as of October 4, 2019 (the “Utility Bridge Fee 

Letter” and, together with the PG&E Corp. Bridge Fee Letter, the “Bridge Fee 

Letters”), by and among PG&E Corp., the Utility and the Initial Bridge 

Commitment Parties; 

 that certain Securities Engagement Letter dated as of October 4, 2019 (the 

“Securities Engagement Letter”), by and among PG&E Corp., the Utility, J.P. 

Morgan Securities LLC, Barclays Capital Inc., BofA, Citi and Goldman Sachs 

& Co. LLC; and 

 that certain Bank Financing Engagement Letter dated as of October 4, 2019 (the 

“Bank Financing Engagement Letter” and, together with the Securities 

Engagement Letter, the “Debt Financing Engagement Letters”)3, by and 

among PG&E Corp., the Utility, JPMorgan, Barclays, BofA, Citi and Goldman 

Sachs. 

Pursuant to the terms of the Bridge Commitment Letters, the Initial Bridge 

Commitment Parties have agreed, subject to the terms and conditions thereof, to backstop the 

incurrence of $34.35 billion in senior debt obligations (the “New Debt”) contemplated by the Debtors’ 

Joint Chapter 11 Plan of Reorganization, which will be used, among other things, to refinance prepetition high-coupon Utility bonds and fund the payment in full, in cash, of the Debtors’ obligations 

under their debtor-in-possession financing facilities. The Bridge Fee Letters provide for the payment 

of certain fees to the Initial Bridge Commitment Parties, and set forth certain “market flex” provisions, 

which describe permitted modifications to the Bridge Facilities in the interest of achieving a successful 

syndication of the Initial Bridge Commitment Parties’ commitments with respect to the Bridge 

Facilities. (Ziman Decl. ¶ 6.) The Debt Financing Engagement Letters engage the Initial Bridge 

Commitment Parties (or their affiliates) in connection with the New Debt incurrences, which are 

contemplated to occur closer to the Effective Date. 

3

 The Bridge Commitment Letters, the Bridge Fee Letters and the Debt Financing Engagement 

Letters are collectively referred to herein as the “Debt Financing Commitment Letters”.

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 5 of

11
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

Because the Bridge Fee Letters and Redacted Portions of the Debt Financing 

Engagement Letters include sensitive and confidential commercial information, the Debtors and the 

Initial Bridge Commitment Parties agreed that the Bridge Fee Letters would not be publicly disclosed 

and that the Redacted Portions of the Debt Financing Engagement Letters would be redacted from the 

publicly filed Debt Financing Engagement Letters. (Id. at ¶ 7.) The Initial Bridge Commitment Parties 

have, however, consented to the Debtors filing the Bridge Fee Letters and the Redacted Portions of 

the Debt Financing Engagement Letters under seal with the Court and providing the Bridge Fee Letters 

and the Redacted Portions of the Debt Financing Engagement Letters to the U.S. Trustee and advisors 

to the Official Committee of Unsecured Creditors, the Official Committee of Tort Claimants and any 

other official committee established pursuant to section 1102 of the Bankruptcy Code on a confidential 

and professionals’ eyes only basis. (Id.) 

III. BASIS FOR RELIEF REQUESTED 

Section 105(a) of the Bankruptcy Code empowers the Court to “issue any order . . . that 

is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). Section 107(b) 

further provides: 

On request of a party in interest, the bankruptcy court shall, and on the 

bankruptcy court’s own motion, the bankruptcy court may— 

(1) protect an entity with respect to a trade 

secret or confidential research, development, 

or commercial information . . . . 

11 U.S.C. § 107(b) (emphasis added). Parsing the language of 107(b), courts have emphasized that 

once the court determines that the information falls within one of the enumerated 107(b) categories, 

the court “is required to protect [the movant] and has no discretion to deny the application”. In re 

Orion Pictures Corp., 21 F.3d 24, 27 (2d Cir. 1994). In addition, section 107(b) expressly authorizes 

the court to grant protection, where warranted, to the confidential commercial information of “an 

entity”. 11 U.S.C. § 107(b). Unlike its counterpart Rule 26(c) of the Federal Rules of Civil Procedure, 

section 107(b) of the Bankruptcy Code does not require the movant to demonstrate “good cause”. 

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 6 of

11
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

Orion Pictures Corp., 21 F.3d at 28. Indeed, under section 107(b) the movant need only show “that 

the information it [seeks] to seal [is] ‘confidential’ and ‘commercial’ in nature”. Id. at 27. Commercial 

information is broadly defined to include information that would produce “an unfair advantage to 

competitors by providing them information as to the commercial operations” of the entity seeking 

protection, see In re Itel Corp., 17 B.R. 942, 944 (B.A.P. 9th Cir. 1982), or information that could 

have a “chilling effect on [business] negotiations, ultimately affecting the viability of Debtors”, see In 

re Borders Grp., Inc., 462 B.R. 42, 47 (Bankr. S.D.N.Y. 2011) (quoting In re Lomas Fin. Corp., No. 

90 Civ. 7827 (LLS), 1991 WL 21231, at *2 (S.D.N.Y. Feb. 11, 1991)). Significantly, commercial 

information need not rise to the level of a trade secret to warrant section 107(b)’s protection. See 

Orion Pictures Corp., 21 F.3d at 28 (finding that “§ 107(b) is carefully drafted to avoid merging ‘trade 

secrets’ with ‘confidential commercial information’”). 

The Bankruptcy Rules similarly authorize the Court to “make any order which justice 

requires (1) to protect the estate or any entity in respect of a trade secret or other confidential research, 

development, or commercial information.” Fed. R. Bankr. P. 9018 (emphasis added), see also In re 

Global Crossing Ltd., 295 B.R. 720, 725 (Bankr. S.D.N.Y 2003) (“[T]he whole point of [Bankruptcy 

Rule 9018] is to protect business entities from disclosure of information that could reasonably be 

expected to cause the entity commercial injury”). Finally, Local Procedures require that a request for 

seal is narrowly tailored to sealable materials. New District Wide Procedures For Electronically 

Filing Sealed and Redacted Documents. Because the Bridge Fee Letters and the Redacted Portions of 

the Debt Financing Engagement Letters contain confidential commercial information within the scope 

of section 107(b), this Court should grant the Debtors’ request. 

Both the Bridge Fee Letters and the Debt Financing Engagement Letters are the product 

of arm’s length, extensive and good faith negotiations, and due to the commercially sensitive nature 

of the pricing and economic terms included in each, the public disclosure of either the Bridge Fee 

Letters or the Redacted Portions of the Debt Financing Engagement Letters would likely cause 

substantial harm to the Debtors and the Initial Bridge Commitment Parties and create an unfair 

advantage for competitors of the Initial Bridge Commitment Parties. (See Ziman Decl. ¶¶ 6-7.) 

Accordingly, the Debtors agreed to keep the Bridge Fee Letters and the Redacted Portions of the Debt 

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 7 of

11
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

Financing Engagement Letters confidential. (Id.) In the competitive lending and investment banking 

industry, the disclosure of this information would put the Initial Bridge Commitment Parties at a 

distinct competitive disadvantage by constraining their ability to negotiate fees and related provisions 

in future transactions. Further, because exit financings are only a small fraction of all syndicated 

financings arranged by the Initial Bridge Commitment Parties, requiring them to disclose certain fee 

information in this context but not in others could have a “chilling effect” that discourages them and 

other competitor institutions from providing exit financing on terms favorable to the Debtors. Finally, 

broad disclosure of the agreed upon fees coupled with the market flex and other sealed or redacted 

provisions could jeopardize the Debtors’ ability to obtain the Bridge Facilities or the New Debt or 

otherwise ensure the availability of exit financing by the AB 1054 deadline on the best terms available 

for the Debtors’ estates. Armed with knowledge of such terms, prospective lenders could insist on the 

maximum market flex that the Debtors would be obligated to accept in accordance with the terms of 

the Bridge Fee Letters. (Id. ¶ 6.) 

It is a widespread practice for courts to authorize the filing of similar confidential 

financing information under seal. See, e.g., In re Hexion Holdings LLC, No. 19-10684 (KG), at 2 

(Bankr. D. Del. June 7, 2019) (ECF No. 553) (“The Debtors are authorized to file the Fee Letters and 

the Notes Engagement Letter under seal and to redact information concerning the fees payable in the 

form of Notes Engagement Letter annexed to the Motion.”); In re Avaya Inc., No. 17-10089 (SMB), 

at 2 (Bankr. S.D.N.Y Oct. 25, 2017) (ECF No. 1388) (“The Debtors are authorized to file the Exit Fee 

Letter under seal . . . .”); In re Optima Specialty Steel, Inc., No. 16-12789 (KJC), at 4 (Bankr. D. Del. 

June 29, 2017) (ECF No. 899) (“The Debtors are authorized to file the Fee Letter under seal . . .”); In 

re Ultra Petroleum Corp., No. 16-32202 (MI), at 1 (Bankr. S.D. Tex. Feb. 13, 2017) (ECF No. 1125) 

(“The Debtors are authorized to file in redacted form or under seal the Exit Financing Agreements 

[including Fee Letters and the Engagement Letter] and Exit Financing Motion.”); In re Homer City 

Generation, L.P., No. 17-10086 (MFW), at 2 (Bankr. D. Del. Jan. 18, 2017) (ECF No. 84) (“The 

Debtor is authorized to file the Documents [including the Engagement Letter] under seal.”); In re 

Rotech Healthcare Inc., No. 13-10741 (PJW), at 4 (Bankr. D. Del. July 29, 2013) (ECF No. 762) 

(“[T]he Debtors are authorized to file the First Lien Credit Facilities Fee Letter under seal . . . .”); In 

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 8 of

11
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

re Smurfit-Stone Container Corp., No. 09-10235 (BLS), at 3 (Bankr. D. Del. Feb. 16, 2010) (ECF No. 

5056) (“[T]he Debtors are authorized to file the Fee Letters under seal . . . .”); In re Tribune Co., No. 

08-13141 (KJC), at 2 (Bankr. D. Del. Dec. 10, 2008) (ECF No. 62) (“Movants are authorized to file 

the Fee Letters under seal . . . .”); and In re Adelphia Communications Corp., No. 02-41729 (REG), at 

2 (Bankr. S.D.N.Y. Mar. 24, 2004) (ECF No. 4260) (“[T]he Confidential Materials [including the 

Engagement Letter and Fee Letter] . . . shall remain confidential, [and] be filed under seal . . . .”). 

The Debtors and the Initial Bridge Commitment Parties fully acknowledge the 

paramount importance of the policy of open access to courts underlying section 107(a)—“[e]xcept as 

provided in subsections (b) and (c) and subject to section 112, a paper filed in a case under this title 

and the dockets of a bankruptcy court are public records open to examination by an entity at reasonable 

times without charge.” 11 U.S.C. § 107(a). In this spirit, the Debtors have narrowly tailored their 

request to filing the Bridge Fee Letters and only certain portions of the Debt Financing Engagement 

Letters with the Court under seal according to the Local Procedures, and propose to share copies of 

the Bridge Fee Letters and the Redacted Portions of the Debt Financing Engagement Letters with the 

U.S. Trustee and advisors to the Official Committee of Unsecured Creditors, the Official Committee 

of Tort Claimants and any other official committee established pursuant to section 1102 of the 

Bankruptcy Code on a confidential and professionals’ eyes only basis. 

IV. 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) the Nuclear Regulatory Commission; (ix) the 

Federal Energy Regulatory Commission; (x) the Office of the United States Attorney for the Northern 

District of California; (xi) counsel for the agent under the Debtors’ debtor-in-possession financing 

facilities; (xii) counsel for the Initial Bridge Commitment Parties; and (xiii) those persons who have 

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 9 of

11
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

formally appeared in these Chapter 11 Cases and requested service pursuant to Bankruptcy Rule 2002 

(collectively, the “Notice Parties”). The Debtors respectfully submit that no further notice is required. 

No previous request for the relief sought herein has been made by the Debtors. 

[Signature on next page] 

 

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 10

of 11
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

WHEREFORE the Debtors respectfully request entry of an order granting the relief 

requested herein and such other and further relief as the Court may deem just and appropriate. 

Dated: October 23, 2019 

 WEIL, GOTSHAL & MANGES LLP 

 CRAVATH, SWAINE & MOORE LLP 

 KELLER & BENVENUTTI LLP

 /s/ Paul H. Zumbro 

 Paul H. Zumbro 

Attorneys for Debtors and Debtors in Possession 

 

Case: 19-30088 Doc# 4448 Filed: 10/23/19 Entered: 10/23/19 20:27:21 Page 11

of 11