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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

- and - 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

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).

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

SUMMARY SHEET TO SECOND 

INTERIM FEE APPLICATION OF 

CRAVATH, SWAINE & MOORE LLP 

FOR ALLOWANCE AND PAYMENT OF 

COMPENSATION AND 

REIMBURSEMENT OF EXPENSES FOR 

THE PERIOD JUNE 1, 2019 THROUGH 

AND INCLUDING SEPTEMBER 30, 2019 

Date: TBD 

Time: TBD (Pacific Time) 

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Objection Deadline: December 9, 2019, at 

4:00 p.m. (Pacific Time) 

 

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 

Attorneys for Debtors 

and Debtors in Possession 

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 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 1 of

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General Information 

Name of Applicant: Cravath, Swaine & Moore LLP (“Cravath”) 

Authorized to Provide Professional Services to: Attorneys for Debtors and Debtors in 

Possession 

Petition Date: January 29, 2019 

Retention Date: April 25, 2019 nunc pro tunc to 

January 29, 2019 

Prior Applications: First Interim Fee Application of 

Cravath, Swaine & Moore LLP for Allowance 

and Payment of Compensation and 

Reimbursement of Expenses for the Period 

January 29, 2019 Through and Including 

May 31, 2019 [Docket No. 3683] (the “First 

Interim Fee Application”) 

Summary of Fees and Expenses Sought in this Application 

Time Period Covered by this Application: June 1, 2019 through and including September 

30, 2019 (the “Compensation Period”) 

Amount of Compensation Sought as Actual, 

Reasonable and Necessary for the 

Compensation Period: 

$35,901,138.00 

Amount of Expense Reimbursement Sought As 

Actual, Reasonable and Necessary for the 

Compensation Period: 

$3,852,996.21 

Total Compensation and Expenses Requested 

for the Compensation Period: 

$39,754,134.21 

Summary of Voluntary Fee Reductions for the Compensation Period 

Amount of Voluntary Reductions to 

Compensation Incurred During the 

Compensation Period: 

$444,744.00 in voluntary write offs 

 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 2 of

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Total Fees and Expenses Allowed Pursuant to Prior Applications 

Total Allowed Compensation Paid to Date: N/A 

Total Allowed Expenses Paid to Date: N/A 

Total Allowed Compensation and Expenses 

Paid to Date: 

N/A 

Total Fees and Expenses Paid to Applicant Pursuant to Monthly Statements, but Not Yet 

Allowed 

Compensation Sought in this Application 

Already Paid Pursuant to the Interim 

Compensation Order but Not Yet Allowed 

(80% of Fees in June Monthly Fee Statement): 

$5,176,351.40 

Expenses Sought in this Application Already 

Paid Pursuant to the Interim Compensation 

Order but Not Yet Allowed (100% of Expenses 

in June Monthly Fee Statement): 

$374,444.13 

Summary of Fees and Expenses Sought in this Application 

Total Compensation and Expenses Sought in 

this Application Already Paid Pursuant to the 

Interim Compensation Order but Not Yet 

Allowed: 

$5,550,795.53 

Total Compensation and Expenses Sought in 

this Application Not Yet Paid: 

$34,203,338.68 

Summary of Rates and Other Related Information in this Application 

Blended Rate in this Application for All 

Attorneys: 

$721.08 

Blended Rate in this Application for All 

Timekeepers: 

$659.82 

Number of Timekeepers Included in this 

Application: 

147 

Number of Attorneys in this Application Not 

Included in Staffing Plan Approved by Client: 

N/A 

Difference Between Fees Budgeted and 

Compensation Sought for this Period: 

In the aggregate, $2,064,047.79 under the 

“high-case” budget for the Compensation 

Period 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 3 of

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Number of Attorneys Billing Fewer than 15 

Hours to the Cases During the Compensation 

Period: 

10 attorneys 

Increase in Rates: None 

This is a(n): X Interim Final Application 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 4 of

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SUMMARY OF FIRST INTERIM FEE APPLICATION 

Date Filed 

and Dkt No. 

Period 

Covered 

Total Compensation and Expenses 

Incurred for Period Covered Total Amount Paid to Date Holdback Fees Not Yet Paid 

Fees Expenses Fees 

(@ 80%) 

Expenses 

(@ 100%) 

Fees 

(@20%) 

06/19/19 

Dkt. No. 2645 

01/29/19 – 

02/28/19 $7,350,674.50 $410,918.01 $5,880,539.60 $410,918.01 $1,470,134.90 

07/18/19 

Dkt. No. 3084 

03/01/19 – 

03/31/19 $7,888,829.00 $247,388.40 $6,311,063.20 $247,388.40 $1,577,765.80 

08/08/19 

Dkt No. 3484 

04/01/19 – 

04/30/19 $7,599,874.75 $219,270.08 $6,079,899.80 $219,270.08 $1,519,974.95 

08/20/19 

Dkt. No. 3614 

05/01/19 – 

05/31/19 $7,503,720.75 $144,485.33 $6,002,976.60 $144,485.33 $1,500,744.15 

Total: $30,343,099.001 $1,022,061.82 $24,274,479.20 $1,022,061.82 $6,068,619.80 

 1

 Net of $1,139,607.50 in voluntary write offs. 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 5 of

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SUMMARY OF SECOND INTERIM FEE APPLICATION 

Date Filed 

and Dkt No. 

Period 

Covered 

Total Compensation and 

Expenses Incurred for 

Period Covered 

Total Amount Previously 

Requested with Prior 

Monthly Fee Statement 

Total Amount Paid to 

Date 

Holdback 

Fees 

Requested 

Fees Expenses Fees 

(@ 80%) 

Expenses 

(@ 100%) 

Fees 

(@ 80%) 

Expenses 

(@ 100%) 

Fees 

(@20%) 

09/13/2019 

Dkt. No. 3892 

06/01/19 – 

06/30/19 $6,470,439.25 $374,444.13 $5,176,351.40 $374,444.13 $5,176,351.40 $374,444.13 $1,294,087.85 

10/31/2019 

Dkt. No. 4539 

07/01/19 – 

07/31/19 $7,788,617.50 $1,058,420.09 $6,230,894.00 $1,058,420.09 $0.00 $0.00 $1,557,723.50 

11/15/2019 

Dkt. No. 4764 

08/01/19 – 

08/31/19 $9,705,244.75 $1,164,938.29 $7,764,195.80 $1,164,938.29 $0.00 $0.00 $1,941,048.95 

11/15/2019 

Dkt. No. 4765 

09/01/19 – 

09/30/19 $12,059,050.75 $1,255,193.70 9,647,240.60 $1,255,193.70 $0.00 $0.00 $2,411,810.15 

Total: $36,023,352.252

 $3,852,996.21 $28,818,681.80 $3,852,996.21 $5,176,351.40 $374,444.13 $7,204,670.45 

Travel Adjustment:3 (122,214.25) 

Adjusted Total: $7,082,456.20 

Summary of Any Objections to Monthly Fee Statements: None4

Compensation and Expenses Sought in this Application Not Yet Paid: $34,203,338.68 

 

 2

 Net of $444,744.00 in voluntary write offs. 

3

 Consistent with the Fee Procedures Order entered on November 15, 2019 (defined below), Cravath has capped NonWorking Travel Time (airplane travel) at two hours for billing purposes resulting in a discount of $842,409.50 for the 

Compensation Period. Prior to the entry of the Fee Procedures Order, Cravath had discounted Non-Working Travel Time 

by 50% as reflected in the Fifth, Sixth, Seventh and Eighth Monthly Fee Statements for a discount of $720,195.25 for the 

Compensation Period. The Travel Adjustment of $122,214.25 is the difference between those discount amounts (i.e., the 

additional discount applied to give effect to the Fee Procedures Order). 

4

 The objection deadline with respect to Cravath’s Sixth Monthly Fee Statement is November 21, 2019, the objection 

deadline with respect to Cravath’s Seventh Monthly Fee Statement is December 6, 2019, and the objection deadline with 

respect to Cravath’s Eighth Monthly Fee Statement is December 6, 2019. If each deadline passes without objection, the 

Debtors will remit payment of 80% of the requested fees and 100% of the requested expenses for each period. 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 6 of

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COMPENSATION BY PROFESSIONAL 

FOR THE COMPENSATION PERIOD 

The attorneys who rendered professional services in these Chapter 11 Cases during the 

Compensation Period are: 

NAME OF 

PROFESSIONAL 

PARTNERS: 

DEPARTMENT YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Evan R. Chesler Litigation 1976 $1,500 50.50 $75,750.00 

Peter T. Barbur Litigation 1989 1,500 116.00 174,000.00 

Richard A. Hall Corporate 1989 1,500 287.20 430,800.00 

Julie A. North Litigation 1990 1,500 343.90 515,850.00 

Darin P. McAtee Litigation 1993 1,500 120.50 180,750.00 

Andrew W. Needham Tax 1995 1,500 80.20 120,300.00 

George E. Zobitz Corporate 1996 1,500 174.30 261,450.00 

Antony L. Ryan Litigation 1997 1,500 14.00 21,000.00 

Paul H. Zumbro Corporate 1998 1,500 452.00 678,000.00 

Timothy G. Cameron Litigation 1999 1,500 329.90 494,850.00 

Kevin J. Orsini Litigation 2004 1,500 1,099.40 1,649,100.00 

David M. Stuart Litigation 1996 1,350 19.40 26,190.00 

John D. Buretta Litigation 1997 1,350 12.90 17,415.00 

Benjamin Gruenstein Litigation 2000 1,350 37.60 50,760.00 

J. Wesley Earnhardt Litigation 2005 1,350 13.20 17,820.00 

Omid H. Nasab Litigation 2007 1,350 395.60 534,060.00 

Damaris Hernandez Litigation 2008 1,350 412.70 557,145.00 

Andrew C. Elken Corporate 2009 1,100 71.10 78,210.00 

Nicholas A. Dorsey Corporate 2010 1,100 20.10 22,110.00 

Total Partners: 4,050.50 $5,905,560.00 

 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 7 of

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NAME OF 

PROFESSIONAL 

ASSOCIATES: 

DEPARTMENT YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Christopher J. Kelly Corporate 2000 $1,240 19.40 $24,056.00 

Evan Norris Litigation 2003 1,025 800.30 820,307.50 

Lillian S. Grossbard Litigation 1998 1,020 828.70 845,274.00 

Lindsay J. Timlin Litigation 2010 1,010 57.20 57,772.00 

David A. Herman Litigation 2008 975 599.10 584,122.50 

Deborah L. Fox Litigation 2008 975 58.40 56,940.00 

Scott Reents Litigation 2008 975 467.00 455,325.00 

Nathan Denning Litigation 2011 960 1,108.10 1,063,776.00 

Brittany L. Sukiennik Litigation 2012 960 404.00 387,840.00 

Daniel C. Haaren Corporate 2013 960 622.50 597,600.00 

Jordan Peterson Litigation 2014 960 86.40 82,944.00 

Paul Sandler* Corporate 2014 960 

940 

102.40 

173.50 

98,304.00 

163,090.00 

Katherine D. Janson Litigation 2006 945 14.80 13,986.00 

Arvind Ravichandran Tax 2013 940 17.20 16,168.00 

Holden K. Sumner Corporate 2014 940 13.70 12,878.00 

Christopher Beshara* Litigation 2015 940 

890 

254.30 

738.40 

239,042.00 

657,176.00 

Kelsie Docherty* Litigation 2015 940 

890 

279.70 

248.70 

262,918.00 

221,343.00 

Michael Zaken* Litigation 2015 940 

890 

224.80 

326.30 

211,312.00 

290,407.00 

Brendan Benedict* Litigation 2016 890 

855 

155.30 

120.40 

138,217.00 

102,942.00 

Charles E. Loeser* Litigation 2016 890 

855 

43.60 

38.00 

38,804.00 

32,490.00 

Christina Barreiro* Litigation 2016 890 

855 

177.50 

141.70 

157,975.00 

121,153.50 

Clay H. Greenberg* Litigation 2016 890 

855 

214.80 

85.30 

191,172.00 

72,931.50 

Matthias Thompson* Litigation 2016 890 

855 

216.50 

529.80 

192,685.00 

452,979.00 

Max A. Winograd* Litigation 2016 890 

855 

150.00 

38.20 

133,500.00 

32,661.00 

Norman J. Walczak Corporate 2016 890 17.50 15,575.00 

Peter Fountain* Litigation 2016 890 

855 

17.80 

395.40 

15,842.00 

338,067.00 

Salah M. Hawkins* Litigation 2016 890 

855 

170.40 

79.50 

151,656.00 

67,972.50 

Evan E. H. Schladow* Corporate 2017 855 

840 

18.70 

98.40 

15,988.50 

82,656.00 

Grant S. May* Litigation 2017 855 

840 

221.40 

704.70 

189,297.00 

591,948.00 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 8 of

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NAME OF 

PROFESSIONAL 

ASSOCIATES: 

DEPARTMENT YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Marco Wong* Litigation 2017 855 

840 

162.90 

485.30 

139,279.50 

407,652.00 

Melissa Valladares Litigation 2017 855 32.40 27,702.00 

Sarah V. Warburg-Johnson* Litigation 2017 855 

840 

106.90 

48.70 

91,399.50 

40,908.00 

Beatriz Paterno Litigation 2017 840 275.50 231,420.00 

Valerie Sapozhnikova Corporate 2017 840 54.90 46,116.00 

Alex Weiss* Litigation 2018 840 

750 

158.10 

439.50 

132,804.00 

329,625.00 

Allison Kempf* Litigation 2018 840 

750 

126.70 

371.50 

106,428.00 

278,625.00 

Allison Tilden* Litigation 2018 840 

750 

231.90 

546.40 

194,796.00 

409,800.00 

Bradley R. Niederschulte* Litigation 2018 840 

750 

219.00 

126.40 

183,960.00 

94,800.00 

Christina S. Shin* Corporate 2018 840 

750 

14.00 

39.70 

11,760.00 

29,775.00 

Dean M. Nickles Litigation 2018 840 27.30 22,932.00 

Jessica Choi* Litigation 2018 840 

750 

211.60 

404.50 

177,744.00 

303,375.00 

Jonathan D. Mooney* Litigation 2018 840 

750 

100.80 

9.60 

84,672.00 

7,200.00 

Katherine O'Koniewski* Litigation 2018 840 

750 

23.00 

332.70 

19,320.00 

249,525.00 

Michael Ardeljan* Litigation 2018 840 

750 

32.00 

103.20 

26,880.00 

77,400.00 

Monica D. Kozycz* Litigation 2018 840 

750 

247.90 

592.00 

208,236.00 

444,000.00 

Patrick S. Taylor* Corporate 2018 840 

750 

31.50 

74.40 

26,460.00 

55,800.00 

Sarah M. Topol* Litigation 2018 840 

750 

165.50 

111.10 

139,020.00 

83,325.00 

Edgar Myer Litigation 

2017 

(Admitted in 

New South 

Wales) 

750 608.70 456,525.00 

Christopher J. Charlton Litigation 

2018 

(Admitted in 

England and 

Wales) 

750 267.60 200,700.00 

Michael Fahner Corporate 2018 750 353.70 265,275.00 

Victoria Ryan Litigation 2018 750 16.70 12,525.00 

Aishlinn R. Bottini* Litigation 2019 750 

595 

175.50 

433.60 

131,625.00 

257,992.00 

Caleb Robertson* Litigation 2019 750 

595 

219.30 

774.90 

164,475.00 

461,065.50 

Derek Mong Litigation 2019 750 40.60 30,450.00 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 9 of

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NAME OF 

PROFESSIONAL 

ASSOCIATES: 

DEPARTMENT YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Feyilana Lawoyin* Litigation 2019 750 

595 

78.30 

389.50 

58,725.00 

231,752.50 

Kalana Kariyawasam* Litigation 2019 750 

595 

281.70 

488.20 

211,275.00 

290,479.00 

Lauren A. Cole* Litigation 2019 750 

595 

241.90 

191.30 

181,425.00 

113,823.50 

Margaret Fleming* Corporate 2019 750 

595 

143.90 

537.20 

107,925.00 

319,634.00 

Mika Madgavkar* Litigation 2019 750 

595 

87.20 

196.30 

65,400.00 

116,798.50 

Sara Bodner* Litigation 2019 750 

595 

159.70 

647.90 

119,775.00 

385,500.50 

Seann Archibald* Corporate 2019 750 

595 

13.30 

92.30 

9,975.00 

54,918.50 

Sofia Gentel* Litigation 2019 750 

595 

90.30 

571.00 

67,725.00 

339,745.00 

Sylvia Mahaffey* Corporate 2019 750 

595 

187.80 

484.80 

140,850.00 

288,456.00 

Ya Huang* Corporate 2019 750 

595 

112.10 

185.00 

84,075.00 

110,075.00 

Ciara Grubbs Litigation 2019 595 7.20 4,284.00 

Emily Tomlinson Corporate 2019 595 11.60 6,902.00 

Lauren Phillips Litigation 2019 595 305.50 181,772.50 

Rebecca Schwarz Litigation 2019 595 339.40 201,943.00 

Ryan Sila Litigation 2019 595 11.80 7,021.00 

Andrew Astore Corporate ** 595 24.10 14,339.50 

Evan Siegel Litigation ** 595 21.20 12,614.00 

Harold King Corporate ** 595 41.70 24,811.50 

Shanique Campbell Litigation ** 595 36.00 21,420.00 

Swara Saraiya Litigation ** 595 73.30 43,613.50 

William LaRosa Litigation ** 595 84.50 50,277.50 

Marisa Wheeler Litigation 2003 565 733.70 414,540.50 

Raffaele DiMaggio Litigation 2004 565 819.50 463,017.50 

Joel Hagood Litigation 2010 565 311.70 176,110.50 

Jay Holt Litigation 1977 415 787.30 326,729.50 

Katherine Geraci Litigation 1984 415 61.10 25,356.50 

Alain Rozan Litigation 1985 415 1,099.40 456,251.00 

Andrea Naham Litigation 1987 415 1,210.10 502,191.50 

Matthew Goetz Litigation 1992 415 137.00 56,855.00 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 10

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NAME OF 

PROFESSIONAL 

ASSOCIATES: 

DEPARTMENT YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Louise Quick Litigation 1993 415 139.30 57,809.50 

Trebor Lloyd Litigation 1993 415 780.40 323,866.00 

Grace Sommero Litigation 1995 415 129.90 53,908.50 

Andrew Weiner Litigation 1997 415 795.30 330,049.50 

Peter Lee Litigation 2004 415 1,021.70 424,005.50 

Peter Truong Litigation 2004 415 932.30 386,904.50 

Alejandro MacLean Litigation 2008 415 533.10 221,236.50 

Robert Njoroge Litigation 2008 415 676.60 280,789.00 

Moshe K. Silver Litigation 2009 415 829.30 344,159.50 

Daniel Berkowitz Litigation 2010 415 54.50 22,617.50 

Michael Pfeffer Litigation 2010 415 928.80 385,452.00 

Dianne Rim Litigation 2011 415 968.90 402,093.50 

Elizabeth Shura Litigation 2011 415 54.30 22,534.50 

Michael Fessler Litigation 2011 415 909.00 377,235.00 

Elizabeth Varas Litigation 2013 415 109.00 45,235.00 

Joanna Ingalls Litigation 2013 415 77.40 32,121.00 

Ryan Spence Litigation 2013 415 865.70 359,265.50 

Kimberly Tolman* Litigation 2014 415 

390 

217.50 

604.30 

90,262.50 

235,677.00 

Matthew Ng Litigation 2014 415 790.70 328,140.50 

Nathan Ancheta Litigation 2017 415 808.60 335,569.00 

Total Associates: 43,399.70 $28,309,779.00 

* - During the Compensation Period, these individuals advanced in seniority and their hourly rates were subject to a step 

increase. 

** - Not yet admitted. 

 

Case: 19-30088 Doc# 4804 Filed: 11/18/19 Entered: 11/18/19 18:21:07 Page 11

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The paraprofessionals and other non-legal staff who rendered professional services in these 

Chapter 11 Cases during the Compensation Period are: 

NAME OF 

PARAPROFESSIONALS: DEPARTMENT HOURLY RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Alex Kol Litigation Technology $400 19.00 $7,600.00 

Brian Ross Litigation Technology 400 8.50 3,400.00 

Janet Venegas Fernando Litigation Technology 400 217.40 86,960.00 

Justin McMullen Litigation Technology 400 9.50 3,800.00 

Miguel Gonzalez Litigation Technology 385 74.80 28,798.00 

Vaughn Harper Litigation Technology 385 46.20 17,787.00 

Lee Michael Stein Litigation Technology 375 26.70 10,012.50 

Roberto Severini Litigation Technology 360 162.20 58,392.00 

Dana Crandall Litigation Support 

Administrator 335 64.00 21,440.00 

Lauren Ruffin Litigation Legal Assistant 335 51.90 17,386.50 

Somaiya Kibria Litigation Legal Assistant 335 487.70 163,379.50 

David Sizer Litigation Legal Assistant 310 78.40 24,304.00 

Elizabeth Greene Litigation Legal Assistant 310 135.60 42,036.00 

Jim Bell* Litigation Legal Assistant 310 

290 

595.00 

35.60 

184,450.00 

10,324.00 

Joan Lewandowski Litigation Legal Assistant 310 700.70 217,217.00 

Kathleen Driscoll* Litigation Legal Assistant 310 

290 

375.60 

234.40 

116,436.00 

67,976.00 

Laura De Feo Litigation Legal Assistant 310 79.60 24,676.00 

Stephanie Scanzillo* Litigation Legal Assistant 310 

290 

731.60 

63.50 

226,796.00 

18,415.00 

Zachary Sanders* Litigation Legal Assistant 310 

290 

264.20 

10.70 

81,902.00 

3,103.00 

Charlie Zhen Litigation Legal Assistant 290 627.20 181,888.00 

Husniye Cogur Litigation Legal Assistant 290 455.30 132,037.00 

Nicole Jakobson Litigation Legal Assistant 290 540.50 156,745.00 

Raley Abramczyk Litigation Legal Assistant 290 592.70 171,883.00 

Veronica Velasco Litigation Legal Assistant 290 812.10 235,509.00 

Vivian Fernandez Litigation Legal Assistant 290 736.40 213,556.00 

Total Paraprofessionals: 8,237.00 $2,528,208.50 

* - During the Compensation Period, these individuals advanced in seniority and their hourly rates were subject to a step 

increase. 

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The total fees for the Compensation Period are: 

PROFESSIONALS BLENDED RATE HOURS TOTAL 

COMPENSATION 

Partners $1,457.98 4,050.50 $5,905,560.00 

Associates 652.30 43,399.70 28,309,779.00 

Paraprofessionals 306.93 8,237.00 2,528,208.50 

Blended Attorney Rate 721.08 

Blended Rate for All Timekeepers 659.82 

Total Hours and Fees Incurred 55,687.20 36,743,547.505

Less Discount on Non-Working 

Travel Time (Two Hour Cap) (842,409.50) 

Total Adjusted Fees $35,901,138.00 

 5

 Net of $444,744.00 in voluntary write offs. 

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COMPENSATION BY PROJECT CATEGORY 

FOR THE COMPENSATION PERIOD 

TASK 

CODE DESCRIPTION HOURS AMOUNT

ADMN Case Administration 767.50 $243,085.00 

ASST Use and Sale of Assets, Including 363 Sales 7.00 7,639.50 

AUTO Automatic Stay 107.00 94,537.50 

BARN Bar Date and Claims Noticing Matters 76.90 70,711.00 

CASE General Case Strategy 1,438.80 1,225,836.00 

CASH Financing/Cash Collateral 973.40 951,389.50 

COMM Committee Matters 6,488.90 3,910,073.50 

CRAV Cravath Retention and Fee Application 1,574.40 950,685.00 

CRED Creditor Inquiries 2.60 2,630.00 

DSSV Disclosure Statement/ Solicitation/Voting Matters 10.90 9,550.50 

FEEO Retention and Fee Application of Non-Cravath Professionals 4.20 5,493.00 

GOVR Corporate Governance and Securities Matters 1,068.80 1,059,966.00 

HEAR Hearings and Court Matters 507.30 472,438.00 

INVS Investigations 1,294.40 912,650.00 

NONB Non-Bankruptcy Litigation 15,395.20 8,927,256.00 

OCMS Other Contested Matters 103.10 102,647.50 

OPRS Business Operations Matters 484.20 397,622.50 

PLAN Plan of Reorganization/Plan Confirmation 291.00 322,259.50 

PUBL Public Relations Strategy 113.00 113,192.00 

REGS Regulatory and Legislative Matters 5,781.90 3,766,118.00 

TRVL Non-Working Travel Time 1,684.90 597,981.00* 

USTM U.S. Trustee Matters/Meetings/Communications/Reports 26.50 18,384.00 

WILD Wildfire Claims Matters 17,485.30 11,738,993.00 

Total: 55,687.20 $35,901,138.00** 

* - Non-Working Travel Time (airplane travel) capped at two hours for billing purposes.

** - Net of $444,744.00 in voluntary write offs.

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EXPENSE SUMMARY 

FOR THE COMPENSATION PERIOD 

EXPENSES AMOUNT

Business Meals $23,224.75 

Courier/Mail Services 11,230.59 

Duplicating 13,936.95 

Meeting/Deposition Rooms 250.00 

Miscellaneous 130.50 

Special Disbursements (Including Expert Fees) 3,272,750.41 

Transportation 29,771.60 

Travel 501,701.41* 

Total $3,852,996.21 

* - Hotel expenses have been capped for reimbursement purposes at $600.00/night.

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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) 

Worldwide Plaza 

825 Eighth Avenue 

New York, NY 10019 

Tel: 212 474 1000 

Fax: 212 474 3700 

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, 

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).

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

SECOND INTERIM FEE APPLICATION 

OF CRAVATH, SWAINE & MOORE FOR 

ALLOWANCE AND PAYMENT OF 

COMPENSATION AND 

REIMBURSEMENT OF EXPENSES FOR 

THE PERIOD JUNE 1, 2019 THROUGH 

AND INCLUDING SEPTEMBER 30, 2019 

Date: TBD 

Time: TBD (Pacific Time) 

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Objection Deadline: December 9, 2019, at 

4:00 p.m. (Pacific Time) 

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Cravath, Swaine & Moore LLP (“Cravath”), attorneys for 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”), for its second application (the “Second Interim Fee Application” or the “Application”), 

pursuant to sections 330(a) and 331 of title 11 of the United States Code (the “Bankruptcy Code”) 

and Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for the 

interim allowance of compensation for professional services performed by Cravath for the period 

commencing June 1, 2019 through and including September 30, 2019 (the “Compensation Period”) 

and for reimbursement of its actual and necessary expenses incurred during the Compensation Period, 

respectfully represents: 

PRELIMINARY STATEMENT AND CASE STATUS 

1. The Chapter 11 Cases and the hundreds of stayed and contemplated litigations

concerning the 2015 Butte fire, the 2017 North Bay fires (including the 2017 Tubbs fire with respect 

to which the automatic stay under section 362 of the Bankruptcy Code was lifted during the 

Compensation Period) and the 2018 Camp fire (collectively, the “Wildfire Litigations”) are large, 

complex actions. Cravath’s role in representing the Debtors is expansive and concerns six primary 

areas, among several others. First, Cravath is lead counsel in all the Wildfire Litigations. The Wildfire 

Litigations comprise claims by thousands of plaintiffs—including individuals, insurance companies 

and public entities—with potential liabilities in excess of $30 billion if the Debtors were to be found 

liable for certain or all of the alleged damages (excluding potential punitive damages, fines and 

penalties and damages from claims that have not manifested yet). During the Compensation Period, 

Cravath spent over 17,400 hours of attorney and para-professional time (under task code “WILD”; an 

increase of over 8,000 hours compared with the prior compensation period) investigating the facts of 

the fires underlying the Wildfire Litigations, including working with experts, interviewing witnesses 

and reviewing reports issued by the California Department of Forestry and Fire Protection (“CAL 

FIRE”). Second, Cravath advises the Debtors on all wildfire and related issues that have arisen in 

connection with the Utility’s corporate probation resulting from its January 27, 2017 federal criminal 

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convictions. This has entailed drafting detailed responses to the federal monitor appointed to oversee 

that probation, as well as to the Hon. William H. Alsup, and the review and production of documents. 

Cravath recorded over 15,300 hours of professional time (under task code “NONB”; an increase of 

over 4,600 hours compared with the prior compensation period) in connection with the criminal 

probation and other criminal inquiries. Cravath is also lead counsel in the Tubbs state court litigation. 

To prepare for the state court trial currently set for January, Cravath has retained and worked with 

experts, engaged in extensive factual depositions, responded to continuous requests for additional 

documents and engaged in motion practice concerning trial schedule, form and procedures. Third, 

Cravath has represented the Debtors in responding to numerous Committee discovery requests, 

inquiries and motions spending over 6,400 hours of professional time on such responses (under task 

code “COMM”; an increase of over 5,900 hours compared with the prior compensation period). 

Fourth, Cravath has represented the Debtors in responding to detailed data requests from state 

regulatory agencies, municipalities and consumer groups, spending over 5,700 hours of professional 

time on such responses (under task code “REGS”; a decrease of over 5,100 hours compared with the 

prior compensation period), including the California Public Utilities Commission (the “CPUC”), 

California Independent System Operator (“CAISO”), CAL FIRE, California Public Advocate 

(“CalPA”), City of San Francisco and The Utility Reform Network (“TURN”). Fifth, during the 

Compensation Period, Cravath conducted other categories of investigations, spending over 1,200 

hours of professional time on such responses (primarily under task code “INVS”; a decrease of over 

1,500 hours compared with the prior compensation period), including in connection with an 

investigation by the Securities and Exchange Commission (“SEC”). Sixth, Cravath advised the 

Debtors regularly during the Compensation Period on corporate governance matters, spending over 

1,000 hours of professional time on such responses (under task code “GOVR”; a decrease of over 

1,800 hours compared with the prior compensation period), including in connection with the 

postpetition changes in the composition of the boards of directors of the Debtors and the drafting 

and/or review of the Debtors’ SEC filings and other public disclosures to investors. Seventh, Cravath 

participated in various aspects of these Chapter 11 Cases with the Debtors’ other professionals, 

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including in connection with the debtor-in-possession (“DIP”) financing facilities, the exit financing 

for the Debtors’ proposed plan of reorganization and preparing for section 502(c) estimation 

proceedings with respect to the Wildfire claims. Such bankruptcy work has been divided among 

several task codes, including “BARN”, “CASE”, “CASH” and “CRAV” (for drafting documents 

related to Cravath’s retention and fee applications and related matters). These categories—among 

several others—are described in greater detail below. Given the breadth, complexity and volume of 

the work for which Cravath seeks compensation on behalf of its team of 147 professionals—who in 

the aggregate recorded 55,687.20 hours during the 4-month Compensation Period—the descriptions 

herein are necessarily summary in fashion. 

2. This Application has been prepared in accordance with the Bankruptcy Code,

the Bankruptcy Rules, the Bankruptcy Local Rules for the Northern District of California (the “Local 

Rules”), the Order Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority 

to Establish Procedures for Interim Compensation and Reimbursement of Expenses of Professionals 

[Docket No. 701] (the “Interim Compensation Order”), the Guidelines for Compensation and 

Expense Reimbursement of Professionals and Trustees for the Northern District of California, dated 

February 19, 2014 (the “Local Guidelines”), the U.S. Trustee Guidelines for Reviewing Applications 

for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger 

Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines”), the revised Fee 

Examiner Protocol for Chapter 11 Cases of PG&E Corporation and Pacific Gas and Electric 

Company [Docket No. 4473-1] filed on October 24, 2019 (the “Revised Protocol,” and, together with 

the Local Guidelines and the U.S. Trustee Guidelines, the “Fee Guidelines”) and the Order Granting 

Fee Examiner’s Motion to Approve Fee Procedures [Docket No. 4770] entered on November 15, 2019 

(the “Fee Procedures Order”). 

JURISDICTION 

3. 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 

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Order 24 (N.D. Cal.) and Rule 5011-1(a) of the 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. 

BACKGROUND 

4. On January 29, 2019 (the “Petition Date”), the Debtors commenced these

Chapter 11 Cases. 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 trustee has 

been appointed in either of the Chapter 11 Cases. The Chapter 11 Cases are being jointly administered 

for procedural purposes only pursuant to Bankruptcy Rule 1015(b). 

5. 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”). On May 29, 2019, the 

Court entered an order appointing Bruce A. Markell as the fee examiner for the Chapter 11 Cases (the 

“Fee Examiner”). On August 30, 2019, the Fee Examiner filed the Fee Examiner Protocol for 

Chapter 11 Cases of PG&E Corporation and Pacific Gas and Electric Company [Docket No. 3762-

1] with the Court. On October 24, 2019, having met and conferred with the Debtors, the U.S. Trustee

and the Committees, the Fee Examiner filed the Revised Protocol with the Court. On November 15,

2019, the Court entered the Fee Procedures Order.

6. 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 the First Day Motions 

and Related Relief [Docket No. 263] (the “Wells Declaration”). 

The Debtors’ Retention of Cravath 

7. On March 22, 2019, the Debtors filed an application to employ Cravath as their

attorneys, effective as of the Petition Date [Docket No. 1024] (the “Retention Application”), which 

application was approved by the Court by Order entered April 25, 2019 [Docket No. 1683] (the 

“Retention Order”). 

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8. The Retention Order authorizes the Debtors to compensate and reimburse

Cravath in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Fee Guidelines and the 

Interim Compensation Order. The Retention Order also authorizes the Debtors to compensate Cravath 

at its customary hourly rates for services rendered and to reimburse Cravath for its actual and necessary 

expenses incurred, subject to application to this Court. Specifically, the Retention Order authorizes 

Cravath “to render the professional services specified in or contemplated by the [Retention] 

Application” [Docket No. 1683 ¶ 3], which are: 

 “advising and representing the Debtors with respect to the Wildfire

Litigation Matters, including by prosecuting actions on the Debtors’ behalf,

defending actions commenced or ongoing against the Debtors, negotiating

disputes in which the Debtors are involved and preparing objections to

motions or to claims filed against the Debtors’ estates;

 advising and representing the Debtors in connection with claims allowance,

claims estimation and related settlement and plan of reorganization matters

with respect to claims in connection with the Wildfire Litigation Matters;

 representing the Debtors in connection with investigations and inquiries by

regulators and prosecuting authorities related to the Northern California

wildfires, and advising the Debtors in connection with wildfire issues that

have arisen or may arise in connection with their criminal probation arising

from the San Bruno gas explosion;

 advising and representing the Debtors with respect to (i) any sale or other

disposition or separation of assets or other strategic transactions; (ii) any

financing transactions, including any amendment to, or incremental

borrowing under, the DIP Financing, and bankruptcy exit financings; (iii)

corporate governance and disclosure matters; and (iv) tax and employee

benefits matters; in each case including negotiating and preparing on the

Debtors’ behalf any agreements, applications, motions and other filings

related thereto;

 in consultation with the Debtors’ other professionals, taking all necessary

actions in connection with any Chapter 11 plan and related disclosure

statement and/or other related documents, including in particular as they

relate to the matters specified above; and

 performing all other necessary legal services in connection with these

Chapter 11 Cases as requested by the Debtors and without duplication of

other professionals’ services.”

[Docket No. 1024 at 8.]

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Summary of Professional Compensation 

and Reimbursement of Expenses Requested 

9. Cravath seeks allowance of interim compensation for professional services

performed during the Compensation Period in the amount of $35,901,138.00 and for reimbursement 

of expenses incurred in connection with the rendition of such services in the amount of $3,852,996.21. 

During the Compensation Period, Cravath attorneys and paraprofessionals expended a total of 

55,687.20 hours in connection with the necessary services performed. 

10. There is no agreement or understanding between Cravath and any other person,

other than members of the firm, for the sharing of compensation to be received for services rendered 

in these Chapter 11 Cases. Except as set forth below with respect to payments received by Cravath 

pursuant to the Interim Compensation Order, during the Compensation Period, Cravath received no 

payment or promises of payment from any source for services rendered or to be rendered in any 

capacity whatsoever in connection with the matters covered by this Application. 

11. The fees charged by Cravath in these Chapter 11 Cases are billed in accordance

with Cravath’s existing billing rates and procedures in effect during the Compensation Period. The 

rates Cravath charges for the services rendered by its professionals and paraprofessionals in these 

Chapter 11 cases are generally the same rates Cravath charges for professional and paraprofessional 

services rendered in comparable bankruptcy and non-bankruptcy related matters. Such fees are 

reasonable based on the customary compensation charged by comparably skilled practitioners in 

comparable bankruptcy and non-bankruptcy cases in a competitive national legal market. 

12. The summary sheets contain a schedule of Cravath professionals and

paraprofessionals who have performed services for the Debtors during the Compensation Period, the 

capacities in which each individual is employed by Cravath, the department in which each individual 

practices, the hourly billing rate charged by Cravath for services performed by such individuals, the 

year in which each attorney was first licensed to practice law, where applicable, and the aggregate 

number of hours expended in this matter and fees billed therefor. Biographical information for 

paraprofessionals can be made available upon request by the Court or the Fee Examiner. 

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13. The summary sheets also contain a summary of Cravath’s hours billed during

the Compensation Period using project categories (each of which correspond to a billing task code) 

described therein and hereinafter described. Cravath maintains computerized records of the time spent 

by all Cravath attorneys and paraprofessionals in connection with its representation of the Debtors. 

Copies of these computerized records have been filed on the docket with Cravath’s monthly fee 

statements and furnished to the Debtors, counsel for each of the Committees, the U.S. Trustee and the 

Fee Examiner in the format specified by the Fee Guidelines. 

14. The summary sheets also contain a schedule specifying the categories of

expenses for which Cravath is seeking reimbursement and the total amount for each such expense 

category. Itemized schedules of all such expenses have been filed on the docket with Cravath’s 

monthly fee statements, provided to the Debtors, counsel for each of the Committees, the U.S. Trustee 

and the Fee Examiner. 

15. Annexed hereto as Exhibit A is a certification regarding Cravath’s compliance

with the Fee Guidelines. 

16. Annexed hereto as Exhibit B is a summary and comparison of the aggregate

blended hourly rates billed by Cravath’s timekeepers in its New York office (Cravath’s sole domestic 

office) on all matters during the preceding year on a rolling 12-months year ending September 30, 

2019 and the blended hourly rates billed to the Debtors during the Compensation Period. 

17. Cravath discussed its rates, fees and staffing with the Debtors at the outset of

these cases. Further, Cravath provided the Debtors with an estimated budget in connection with the 

Debtors’ postpetition financing, which, as to the Compensation Period, was most recently amended 

and agreed-upon on August 22, 2019. A summary of Cravath’s budget, as applicable for the 

Compensation Period, is attached hereto as Exhibit C. For the Compensation Period, Cravath 

estimated its fees and expenses, including pass-through expenses for retained experts, would be 

$41,818,182 in the “high-case”, and the fees and expenses sought for the Compensation Period are 

below that estimate. A summary of staffing is attached hereto as Exhibit D. Attorneys and 

paraprofessionals assigned to this matter were necessary to assist with the administration of the 

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Chapter 11 Cases, preservation of the Debtors’ assets and the other matters described herein. The 

Debtors are aware of the complexities of these cases, the many issues that need to be addressed, the 

various disciplines involved and that staffing needs are dynamic based on a number of factors, many 

of which are unpredictable, including the activities of other parties in interest in these Chapter 11 

Cases. 

18. To the extent that time or disbursement charges for services rendered or

disbursements incurred relate to the Compensation Period, but were not processed prior to the 

preparation of this Application, Cravath reserves the right to request additional compensation for such 

services and reimbursement of such expenses in a future application. 

Summary of Services Performed by 

Cravath During the Compensation Period 

19. As described above, during the Compensation Period, Cravath rendered

substantial professional services to the Debtors in connection with their ongoing restructuring efforts, 

corporate governance matters, regulatory investigations and the Wildfire Litigations. The following 

is a summary of the significant professional services rendered by Cravath during the 

Compensation Period, organized in accordance with Cravath’s internal system of project or work 

codes: 

a. Case Administration (Incl. Docket Updates and Case Calendar) (Task Code ADMN)

Fees: $243,085.00; Total Hours: 767.50

 Tracked litigation and investigations, including collecting and saving pertinent

case materials and correspondence, preparing materials for investigation

interviews and productions to various entities, organizing hearing, deposition

and interview transcripts and updating a calendar of deadlines across multiple

matters;  Maintained credentials for secure File Transfer Protocol sites and transmission

of files through the same; and  Organized and circulated contact information of Debtor personnel to facilitate

interviews further to fact investigations.

b. Use and Sale of Assets, Including 363 Sales (Task Code ASST)

Fees: $7,639.50; Total Hours: 7.00

 Analyzed provisions in the Equity Backstop Commitment Letters in connection

with asset sales and other dispositions; and

 Assessed offers to buy certain assets of Debtors.

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c. Automatic Stay (Task Code AUTO)

Fees: $94,537.50; Total Hours: 107.00

 Analyzed motion seeking relief from the automatic stay for the Tubbs fire;  Drafted a motion to reinstate the automatic stay for the Tubbs fire.  Conducted legal and factual research concerning enforcement of the automatic

stay as applied to state court wildfire litigation; and  Coordinated with the Debtors’ other legal advisors regarding relating to the

automatic stay.

d. Bar Date and Claim Noticing Matters (Task Code BARN)

Fees: $70,711.00; Total Hours: 76.90

 Prepared, drafted and filed proof of claim forms to be used for specific wildfirerelated claims, including for individual wildfire-related claims and subrogation

wildfire-related claims;  Coordinated with the Debtors’ claims and noticing agent, Prime Clerk LLC,

and other professionals regarding noticing procedures and tracking of claims;

and  Correspondence with counsel for each of the Committees regarding the bar

date, proof of claim forms and noticing procedures.

e. General Case Strategy (Task Code CASE)

Fees: $1,225,836.00; Total Hours: 1,438.80

 Participated in numerous meetings, conferences and teleconferences and

engaged in written communications among Cravath, the Debtors and the

Debtors’ other advisors regarding general case strategy and status;  Prepared for and participated in meetings and teleconferences concerning case

resolution and strategy, including relating to section 502(c) estimation matters;  Conducted and reviewed legal research and fact investigation and prepared

associated materials, including orders of proof and memos, and coordinated

with experts;  Reviewed and provided legal advice concerning business matters and media

inquiries relevant to the Chapter 11 Cases, Wildfire Litigations, investigations

and various related issues; and  Organized and tracked legal holds and document collection work in support of

all matters.

f. Committee Matters (Task Code COMM)

Fees: $3,910,073.50; Total Hours: 6,488.90

 Reviewed documents and drafted responses to numerous Committee discovery

requests and motions;

 Coordinated productions for Committee discovery requests related to various

matters, including settlement benchmarking data from Butte and San Bruno;

and

 Responded to specific Committee inquiries.

g. Financing / Cash Collateral (Task Code CASH)

Fees: $951,389.50; Total Hours: 973.40

 Drafted and negotiated documentation related to the Debtors’ proposed Exit

Financing, including the Equity Backstop Commitment Letters, and reviewed

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and revised the Bridge Commitment Letters and related Engagement and Fee 

Letters; 

 Drafted the Exit Financing approval motion and the motion to seal the Bridge

Fee Letters and redact the Bridge Engagement Letters;  Participated in numerous conferences and teleconferences with the Debtors,

other Debtor professionals, the Backstop and Commitment Parties, the

Backstop and Commitment Parties’ professionals regarding the Exit Financing

and Exit Financing orders, and prepared and reviewed certain related

presentations and other materials;  Prepared and/or reviewed drafts of various public and/or regulatory filings in

respect of the Exit Financing; and  Attention to matters regarding the DIP facility including responding to

information requests from and coordination with counsel to the DIP Agent.

h. Cravath Retention and Fee Applications (Task Code CRAV)

Fees: $950,685.00; Total Hours: 1,574.40

 Drafted, edited and reviewed monthly fee statements and interim fee

application and related exhibits;  Prepared guidance and provided advice regarding proper time entry

preparation; and  Revised time entries prepared for submission with monthly fee statements to

prevent the disclosure of privileged information or attorney work product.

i. Creditor Inquiries (Task Code CRED)

Fees: $2,630.00; Total Hours: 2.60

 Coordinated the replacement of the administrative agent for PG&E Corp.’s

prepetition revolving credit facility;  Addressed matters raised by prepetition lenders regarding the Debtors’ ability

to elect certain treatment of borrowings under existing credit facilities and

related issues; and  Resolved creditor inquiries in connection with the Debtors’ DIP financing,

committee interests and issues related to the existing wildfire litigation.

j. Disclosure Statement/Solicitation/Voting Issues (Task Code DSSV)

Fees: $9,550.50; Total Hours: 10.90

 Reviewed and edited Debtors’ SEC filings.

k. Retention and Fee Applications of Non-Cravath Professionals (Task Code FEEO)

Fees: $5,493.00; Total Hours: 4.20

 Conferred with the Debtors, Debtor’s other professionals and experts regarding

retention applications.

l. Corporate Governance and Securities Matters (Task Code GOVR)

Fees: $1,059,966.00; Total Hours: 1,068.80

 Drafted or edited numerous of Debtors’ SEC filings;

 Reviewed and provided comments to Debtors’ earnings releases and other

investor communications;

 Corresponded with shareholders and their representatives;

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 Assisted and advised the Debtors in connection with the postpetition changes

in the composition of the Debtors’ boards of directors, including related

securities law and SEC disclosure matters;

 Prepared materials for and participated in meetings of the Debtors’ boards of

directors and related committees;  Researched California and federal regulatory and securities law for the purpose

of rendering advice regarding public disclosures related to Debtors’ proposed

Exit Financing;  Conferred with Debtors’ auditors and financial advisors regarding securities,

accounting and other governance issues; and  Corresponded with Debtors’ officers and directors on corporate governance

matters.

m. Hearings and Court Matters (Task Code HEAR)

Fees: $472,438.00; Total Hours: 507.30

 Prepared for and attended certain in-person and telephonic hearings before the

Court, including hearings related to bar date, exclusivity, relief from the

automatic stay, estimation procedures and conferences addressing wildfirerelated discovery disputes.

n. Investigations (Task Code INVS)

Fees: $912,650.00; Total Hours: 1,294.40

 Conducted factual investigations regarding various electric operations issues,

including interviewing Debtor personnel and reviewing Debtor documents

regarding the same; and  Represented Debtors in connection with SEC investigation, including by

reviewing and commenting on accounting and accrual matters and providing

updates to the SEC.

o. Non-Bankruptcy Litigation (Task Code NONB)

Fees: $8,927,256.00; Total Hours: 15,395.20

 Conducted factual depositions, worked with experts, responded to requests for

additional documents and engaged in motion practice in preparation for the

Tubbs state court litigation;  Coordinated collection, review and production of numerous documents in

response to requests from government entities in relation to criminal

investigations surrounding the Camp Fire;  Conducted meetings and interviews with Debtor personnel to determine

location and collection strategy for documents responsive to requests for

production by government entities in relation to criminal investigations

surrounding the Camp Fire;

 Reviewed documents, including custodial Electronically Stored Information,

for privilege and responsiveness to requests for production by government

entities;

 Drafted cover letters to attach to productions to government entities;

 Reviewed documents and conducted interviews with Debtor personnel related

to ongoing investigations surrounding the Camp Fire;

 Conferred with Debtors’ other advisors and Debtor personnel regarding

strategy and approach to criminal investigations surrounding the Camp Fire;  Drafted responses to dozens of information requests by the federal monitor

appointed in United States of America v. Pacific Gas and Electric Company, No. 3:14-cr-00175-WHA; and

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 Conducted numerous meetings and interviews with subject matter experts to

gather information and confirm accuracy of drafted responses to orders in

United States of America v. Pacific Gas and Electric Company, No. 3:14-cr00175-WHA.

p. Other Contested Matters (Task Code OCMS)

Fees: $102,647.50; Total Hours: 103.10

 Participated in conferences and teleconferences with the Debtors, other Debtor

professionals and the Fee Examiner regarding various contested matters, and

prepared reports, responses and other materials with respect to the same;  Drafted revisions to Fee Examiner’s proposed protocol and related

correspondence with other Debtor professionals, legal counsel for the

Committee and the Fee Examiner; and  Drafted opposition brief to Fee Examiner's proposed protocol.

q. Business Operations Matters (Task Code OPRS)

Fees: $397,622.50; Total Hours: 484.20

 Prepared for and participated in regular meetings and teleconferences with

PG&E personnel regarding strategy for business operations matters for the

purposes of providing legal advice, including the Community Wildfire Safety

Program (“CWSP”), the Public Safety Power Shutoff program and other

operations of PG&E;  Reviewed and commented on draft policies, public official communications,

internal communications and other documents regarding business operations

matters, including the CWSP, the Public Safety Power Shutoff program and

other operations of PG&E;  Responded to data requests concerning the CWSP; and  Advised PG&E’s in-house legal team and other PG&E personnel on various

regulatory requirements, records-keeping practices and legal issues associated

with business operations matters, including the CWSP, the Public Safety Power

Shutoff program and other day-to-day operations of PG&E.

r. Plan of Reorganization / Plan Confirmation (Task Code PLAN)

Fees: $322,259.50; Total Hours: 291.00

 Participated in internal and external conferences and teleconferences with the

Debtors, other Debtor professionals and other parties in interest regarding

Debtors’ Plan of Reorganization;  Analyzed and revised wildfire claims related aspects of Debtors’ Plan of

Reorganization and Amended Plan of Reorganization;  Prepared, negotiated and executed plan support agreements with certain parties

in interest; and  Reviewed and analyzed motion to terminate exclusivity and prepared status

conference statements regarding the same.

s. Public Relations Strategy (Task Code PUBL)

Fees: $113,192.00; Total Hours: 113.00

 Reviewed and provided legal advice concerning public relations, including

press releases and public statements, responses to investor inquiries and

preparation for shareholder meetings; and

 Reviewed documents and draft response to media inquiries.

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t. Regulatory & Legislative Matters (Task Code REGS)

Fees: $3,766,118.00; Total Hours: 5,781.90

 Conducted meetings and interviews with Debtor personnel to determine

location and collection strategy for documents responsive to data requests

served by the CPUC, CAISO, CAL FIRE, CalPA, the City of San Francisco

and TURN pertaining to the 2017 North Bay Fires, the 2018 Camp Fire and

other areas contemplated by the requests;  Collected and reviewed documents for responsiveness to data requests served

by the CPUC, CAISO, CAL FIRE, CalPA, the City of San Francisco and TURN

pertaining to the 2017 North Bay Fires, the 2018 Camp Fire and other areas

contemplated by the requests;  Reviewed and redacted documents responsive to CPUC, CAISO, CAL FIRE,

CalPA the City of San Francisco and TURN data requests for privilege and

prepared confidentiality declarations;  Produced documents responsive to CPUC, CAISO, CAL FIRE, CalPA the City

of San Francisco and TURN data requests and coordinated with document

vendors with respect to the same;  Drafted narrative responses to questions posed by CPUC, CAISO, CAL FIRE,

CalPA the City of San Francisco and TURN pertaining to the 2017 North Bay

Fires, the 2018 Camp Fire and other areas contemplated by the requests; and  Reviewed and analyzed documents, interviewed Debtor personnel and prepared

response to CPUC Order Instituting Investigation regarding the 2017 North Bay

Fires.

u. Non-Working Travel Time (Task Code TRVL)

Fees:1 $597,981.00; Total Hours: 1,684.90

 Travel time to Debtors’ offices and court hearings not otherwise billable.

v. U.S. Trustee Matters / Meetings /Communications / Reports (Task Code USTM)

Fees: $18,384.00; Total Hours: 26.50

 Responded to requests for information from the U.S. Trustee; and  Participated in discussions with representatives of the U.S. Trustee regarding

expert retention matters.

w. Wildfire Claims Matters (Task Code WILD)

Fees: $11,738,993.00; Total Hours: 17,485.30

 Conducted ongoing factual investigations of North Bay and Camp fires,

including interviewing Debtor personnel and reviewing Debtor documents

regarding the same;  Reviewed documents and records related to the ongoing factual investigations

of the wildfire claims, including in preparation for factual depositions;  Conducted ongoing factual depositions of eye witnesses, first responders and

CAL FIRE investigators related to wildfire claims;

 Conducted site visits related to wildfire claims;

 Conferred with Debtors’ other advisors and Debtor personnel regarding

settlement strategy and approach related to the wildfire claims;

1

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travel) has been capped at two hours for billing purposes. 

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 Managed the preservation and collection of evidence related to the North Bay

and Camp fires;

 Retained and worked with numerous subject matter experts regarding fire cause

and origin, electrical and metallurgical evidence, damages and other issues

relevant to wildfire claims;  Conducted and reviewed legal research relevant to wildfire claims; and  Drafted, reviewed and commented on various court filings related to resolution

of the wildfire claims.

20. The foregoing is merely a summary of the various professional services

rendered by Cravath during the Compensation Period. The professional services performed by 

Cravath were necessary and appropriate to the administration of the Chapter 11 Cases and were in the 

best interests of the Debtors and the estates. Compensation for such services as requested is 

commensurate with the complexity, importance and nature of the issues and tasks involved. 

21. The professional services performed by partners, counsel and associates of

Cravath were primarily rendered by the Corporate and Litigation Departments.2

 

22. The professional services performed by Cravath on behalf of the Debtors during

the Compensation Period required an aggregate expenditure of 55,687.20 recorded hours by Cravath’s 

partners, counsel, associates and paraprofessionals. Of the aggregate time expended, 4,050.50 

recorded hours were expended by Cravath partners; 43,399.70 recorded hours were expended by 

associates, counsel, practice area attorneys and discovery attorneys; and 8,237.00 recorded hours were 

expended by paraprofessionals and other non-legal staff of Cravath. 

23. During the Compensation Period, Cravath billed the Debtors for time expended

by attorneys based on hourly rates ranging from $390.00 to $1,500.00 per hour for attorneys. 

Allowance of compensation in the amount requested would result in a blended hourly billing rate for 

attorneys of approximately $721.08 (based on 47,450.20 recorded hours for attorneys at Cravath’s 

billing rates in effect at the time of the performance of services). 

2

 Cravath’s Financial Restructuring and Reorganization (“FR&R”) practice group is organizationally located in the 

Corporate Department, but involves the participation of attorneys from both the Corporate and Litigation Departments. 

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Actual and Necessary Disbursements of Cravath 

24. Cravath has disbursed $3,852,996.213 as expenses incurred in providing

professional services during the Compensation Period. These expenses are reasonable and necessary 

and were essential to, among other things, ongoing work of subject matter experts retained for 

purposes of the Wildfire Litigations, travel to and from court hearings and preparation of materials for 

the same. Pursuant to arrangements agreed to between the Debtors and the Office of the U.S. Trustee 

(and disclosed to the Committees), expenses for subject matter experts relating to the 

Wildfire Litigations and associated claims are included as pass-through expenses under the line item 

“Special Disbursements”, and separate approval by the Court of the employment of these subject 

matter experts by Cravath has not been sought or obtained. 

25. Cravath has made every effort to minimize its disbursements in these

Chapter 11 Cases. The actual expenses incurred in providing professional services were necessary, 

reasonable and justified under the circumstances to serve the needs of the Debtors, their estates and 

their economic stakeholders. 

The Requested Compensation Should Be Allowed 

26. Section 331 of the Bankruptcy Code provides for interim compensation of

professionals and incorporates the substantive standards of section 330 to govern the Court’s award of 

such compensation. 11 U.S.C. § 331. Section 330 of the Bankruptcy Code provides that a Court may 

award a professional employed under section 327 of the Bankruptcy Code “reasonable compensation 

for actual, necessary services rendered [and] reimbursement for actual, necessary expenses.” 

11 U.S.C. § 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and 

reimbursement: 

In determining the amount of reasonable compensation to be awarded 

to [a] professional person, the court shall consider the nature, the 

extent, and the value of such services, taking into account all relevant 

factors, including – 

(A) the time spent on such services;

3

 Including $3,272,750.41 of Special Disbursements, the majority of which are pass-through expenses for subject 

matter experts. 

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(B) the rates charged for such services;

(C) whether the services were necessary to the administration of, or

beneficial at the time at which the service was rendered toward

the completion of, a case under this title;

(D) whether the services were performed within a reasonable

amount of time commensurate with the complexity,

importance, and nature of the problem, issue, or task addressed;

(E) with respect to a professional person, whether the person is

board certified or otherwise has demonstrated skill and

experience in the bankruptcy field; and

(F) whether the compensation is reasonable based on the customary

compensation charged by comparably skilled practitioners in

cases other than cases under this title.

Id. § 330(a)(3). 

27. In the instant case, Cravath submits that the services for which it seeks

compensation and the expenditures for which it seeks reimbursement in this Application were 

necessary for and beneficial to the preservation and maximization of value for all stakeholders and to 

the orderly administration of the Chapter 11 Cases. The Debtors sought Chapter 11 protection “to find 

the quickest and most efficient way to provide compensation” to the victims “of the tragic 2017 and 

2018 wildfires” who are entitled to compensation. (Aug. 14, 2019 Hr’g Tr. 22:21-23:2 (Statement of 

K. Orsini); accord Aug. 13, 2019 Hr’g Tr. 7:13-8-23 (Statement of the Court).) Cravath’s work, as

summarized above and detailed in its time entries, is focused on the resolution of claims stemming

from the wildfires, as well as related regulatory compliance investigations and activities. Such

services and expenditures were necessary to and in the best interests of the Debtors’ estates, creditors

and all other parties in interest. The compensation requested herein is reasonable and appropriate in

light of the nature, extent and value of such services to the Debtors, as well as the size and complexity

of these Chapter 11 Cases, the Wildfire Litigations and related investigations and corporate

governance matters.

28. The professional services were performed expediently and efficiently.

Whenever possible, Cravath sought to minimize the costs of its services to the Debtors by utilizing 

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junior attorneys and paraprofessionals to handle routine work and initial drafting of litigation 

materials. 

29. In sum, the services rendered by Cravath were necessary and beneficial to the

Debtors’ estates and were consistently performed in a timely manner commensurate with the 

complexity, importance and nature of the issues involved. Accordingly, approval of the compensation 

for professional services and reimbursement of expenses sought herein is warranted. 

Notice 

30. Notice of this Application has been provided to parties in interest in accordance

with the procedures set forth in the Interim Compensation Order. Cravath submits that, in view of the 

facts and circumstances, such notice is sufficient and no other or further notice need be provided. 

Conclusion 

31. Cravath respectfully requests that the Court (i) award an interim allowance of

Cravath’s compensation for professional services rendered during the Compensation Period in the 

amount of $39,754,134.21, consisting of $35,901,138.00, representing 100% of fees incurred during 

the Compensation Period, and reimbursement of $3,852,996.21, representing 100% of actual and 

necessary expenses incurred during the Compensation Period; (ii) direct payment by the Debtors of 

the difference between the amounts allowed and any amounts previously paid by the Debtors pursuant 

to the Interim Compensation Order; and (iii) grant such other and further relief as is just. 

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Dated: November 18, 2019 

CRAVATH, SWAINE & MOORE LLP 

/s/ Paul H. Zumbro

Paul H. Zumbro 

Attorneys for Debtors and Debtors in Possession 

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Notice Parties 

PG&E Corporation 

c/o Pacific Gas & Electric Company 

77 Beale Street 

San Francisco, CA 94105 

Attn: Janet Loduca, Esq. 

Keller & Benvenutti LLP 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Attn: Tobias S. Keller, Esq., 

Jane Kim, Esq.

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153 

Attn: Stephen Karotkin, Esq. 

Jessica Liou, Esq. 

Matthew Goren, Esq. 

The Office of the United States Trustee for Region 17 

450 Golden Gate Avenue, 5th Floor, Suite #05-0153 

San Francisco, CA 94102 

Attn: James L. Snyder, Esq., 

Timothy Laffredi, Esq. 

Milbank LLP 

55 Hudson Yards 

New York, NY 10001-2163 

Attn: Dennis F. Dunne, Esq., 

Sam A. Khalil, Esq. 

Milbank LLP 

2029 Century Park East, 33rd Floor 

Los Angeles, CA 90067 

Attn: Paul S. Aronzon, Esq., 

Gregory A. Bray, Esq., 

Thomas R. Kreller, Esq. 

Baker & Hostetler LLP 

11601 Wilshire Boulevard, Suite 1400 

Los Angeles, CA 90025-0509 

Attn: Eric Sagerman, Esq., 

Cecily Dumas, Esq. 

Bruce A. Markell 

Fee Examiner 

541 N. Fairbanks Ct., Ste 2200 

Chicago, IL 60611-3710 

Scott H. McNutt 

324 Warren Road 

San Mateo, California 94402

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