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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

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).

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Bankruptcy Case

No. 19-30088-DM

Chapter 11

Jointly Administered

Date: December 10, 2019

Time: 10:00 AM

Place: Courtroom 17

 450 Golden Gate Ave.

 16th Floor

 San Francisco, CA

MEMORANDUM REGARDING CONFIRMATON ISSUES

The following identifies a number of issues for the further 

consideration about plan confirmation in the coming months.

1. For avoidance of doubt, the court disapproves the 

proposed confirmation timeline offered by the Senior Unsecured 

Noteholders (“Noteholders”) (Dkt. No. 4373). The court is 

determined to have just one joint disclosure statement, and one 

Signed and Filed: November 15, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

November 15, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 4760 Filed: 11/15/19 Entered: 11/15/19 12:14:31 Page 1 of

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confirmation schedule, for the two competing plans. It rejects 

the notion that terminating exclusivity compels consideration of 

the Noteholders/TCC plan prior to consideration of the Debtors’ 

plan, particularly in light of the progress of that plan to 

date. This is so whether or not the court approves the Amended 

and Restated Restructuring Support Agreement (Dkt. No. 4554) in 

the coming days.

2. Even if the Noteholders and TCC are correct that their 

plan does not require an estimation of direct and subrogation 

wildfire claims because of the proposed treatment of those 

claims, they have not satisfactorily explained how the court 

could ignore the impact of that treatment upon equity interests 

in a solvent case. Whatever finding emerges from the estimation 

by the district court after its proceedings and the Tubbs Fire 

trial would necessarily affect the disposition of objections to 

the Noteholders/TCC plan treatment of lower classes. How else

could the court ascertain whether their plan impermissibly 

overpays either of the two classes of wildfire claimants? 

Stated otherwise, the Noteholders/TCC plan does not 

directly implicate the estimation of personal injury and 

wrongful death claims “for purposes of distribution” (28 U.S.C. 

§ 157(b)(2)(B)). For their plan, the district court does not 

need to deal with that issue. Nevertheless, the amount of those 

same claims has to be known or valued for purposes of 11 U.S.C. 

§ 1129(b)(2)(C)(i). Whether it is called “estimation” or 

“valuation”, the inquiry is the same. It makes no sense to have 

the district court make the estimation as required under 

Debtors’ plan under 28 U.S.C. § 157 (b)(2)(B) and this court to 

Case: 19-30088 Doc# 4760 Filed: 11/15/19 Entered: 11/15/19 12:14:31 Page 2 of

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make the same determination under the competing plan for a 

different purpose.

For these reasons, the court is of the view that the 

district court should not be told that there is no need for an 

estimation under the Noteholders/TCC plan, even though required 

under the Debtors’ plan. The more efficient approach is for 

this court to amend its recommendation for withdrawal of the 

reference (Dkt. No. 3648) to ask the district court to make its 

estimation (valuation} decision for all purposes in these cases. 

Before doing so, the court wants to hear from the parties.

3. In the next three weeks, principal counsel for the 

Debtors, the two official committees and the Ad Hoc Noteholders 

Committee and Ad Hoc Subrogation Claim Holders should meet and 

confer in attempt to fashion an agreed timetable that is similar 

to the Debtors’ proposal (Dkt. No. 4388-1) but accelerates it as 

much as possible. 

They should also discuss just what the Disclosure Statement 

to be disseminated to wildfire victims should look like. By the 

time the district court’s estimation decision is available, the 

Disclosure Statement should be ready to go with a very short 

explanation of the amount that has been “estimated”, what that 

amount represents to the voting claimants, what their vote means 

and any other vitally important information the parties’ counsel 

believe they need. 11 U.S.C. § 1125(a) is very flexible in 

directing what must be disclosed, keeping in mind the complexity 

of the case and the benefit of providing additional information. 

Also keep in mind the adage: KISS - Keep it Simple ***, 

particularly for the victims

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4. The court has already set a briefing schedule for 

various legal issues. See, Order Establishing Pre-Confirmation 

Briefing and Hearing Schedule for Certain Legal Issues (Dkt. No. 

4540). Now it wants counsel to identify any other issues that 

could be dealt with and perhaps briefed and argued before final 

approval of any Disclosure Statement. For example, should the 

court fix an early deadline for confirmation objections based on 

the requirements of 11 U.S.C. § 1129(a)(1), (2), (3), (4), (5) 

and (13)? There may be other issues that can be dealt with 

early, reserving until later any challenges based on feasibility

(§ 1129(a)(11)) and other critical elements of the confirmation 

process (e.g. § 1129(b)).

5. Counsel identified in Para. 3 should be prepared to 

discuss these issues and any other they believe will facilitate 

and simplify the confirmation process at a status conference on 

December 10, 2019, at 10:00 AM. 

**END OF MEMORANDUM**

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