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C. Luckey McDowell (admitted pro hac vice) 

SHEARMAN & STERLING LLP 

1100 Louisiana 

Suite 3300 

Houston, Texas 77002 

Tel: (713) 354-4875 

Email: Luckey.McDowell@Shearman.com 

Daniel Laguardia (CA Bar No. 314654) 

SHEARMAN & STERLING LLP 

535 Mission Street 

25th Floor 

San Francisco, CA 94105 

Tel: (415) 616-1114 

Email: Daniel.Laguardia@Shearman.com 

Counsel for Agua Caliente Solar, LLC, 

Clearway Energy, Inc., Clearway Energy Group LLC, 

MC Shiloh IV Holdings LLC, NRG Energy, Inc., 

Solar Partners II LLC, Solar Partners VIII LLC, and 

TerraForm Power, Inc.

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E Corporation, Pacific Gas & Electric 

Company, 

Debtors.

 Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered)

☐ Affects PG&E Corporation 

☒ Affects Pacific Gas and Electric Company 

☐ Affects both Debtors 

* All papers shall be filed in the Lead Case No. 

19-30088 DM. 

JOINDER BY CERTAIN PPA PARTIES 

TO NEXTERA ENERGY, INC.’S, 

MOTION FOR LIMITED RELIEF FROM 

STAY TO PARTICIPATE IN 

APPELLATE PROCEEDINGS WITH 

RESPECT TO FERC ORDERS 

Date: 6/26/2019 

Time: 9:30 a.m. PST 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Case: 19-30088 Doc# 2606 Filed: 06/19/19 Entered: 06/19/19 10:13:27 Page 1 of

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Agua Caliente Solar, LLC, Clearway Energy, Inc., Clearway Energy Group LLC, 

MC Shiloh IV Holdings LLC, NRG Energy, Inc., Solar Partners II LLC, Solar Partners VIII LLC, 

and TerraForm Power, Inc. (collectively, the “PPA Parties”) hereby join NextEra Energy, Inc., 

and NextEra Energy Partners, L.P. (collectively, “NextEra”) with respect to its Motion for 

Limited Relief from Stay to Participate in Appellate Proceedings with Respect to FERC Orders

[Docket No. 2400] (the “Motion”). In support hereof (the “Joinder”), the PPA Parties 

respectfully represent as follows: 

JOINDER 

By its Motion, NextEra seeks narrowly tailored relief to permit it to participate in the 

Debtors’ anticipated appeal of the prepetition orders entered by FERC. For the same reasons 

raised in the Motion, each of the PPA Parties merits the same relief. 

The PPA Parties agree with NextEra, the Debtors, and other joining parties that the factors 

presented in this case support modification of the stay, to the extent it applies, to allow parties to 

pursue the appeal. See In re Curtis, 40 B.R. 795, 799-800 (Bankr. D. Utah 1984). However, any 

order modifying the stay should not favor one party over another and instead should modify the 

stay for all interested parties to pursue their appellate rights without worry about stay violations. 

Allowing only certain parties to appeal, while enjoining others, would be a miscarriage of 

justice. This Court previously granted various power purchase agreement counterparties, 

including many of the PPA Parties, standing to intervene and participate in the related FERC 

adversary proceeding before this Court, see Order Granting Movants’ Motion to Intervene in 

Adversary Proceeding [Adv. Proc. Docket No. 85], and that same rationale should allow interested 

parties to pursue their respective appellate rights here. 

Case: 19-30088 Doc# 2606 Filed: 06/19/19 Entered: 06/19/19 10:13:27 Page 2 of

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The PPA Parties have coordinated with other counterparties in both the FERC proceeding 

and the related FERC adversary proceeding, and allowing the PPA Parties to continue their 

participation will not result in any delay or other burden to the appellate process. 

CONCLUSION 

For the reasons set forth herein and more fully in the Motion, the PPA Parties respectfully 

request that the Court enter an order, substantially in the form of the Exhibit A, (i) lifting the 

automatic stay to the extent necessary to permit the PPA Parties to: (a) seek leave from the 

applicable Circuit Court of appeals to intervene in any appeal of the FERC Orders (as defined 

below); (b) to the extent permitted by the applicable circuit court of appeals, participate in and 

prosecute to conclusion any appeal of the FERC Orders; (c) seek or oppose any request for 

rehearing, rehearing en banc, petition for writ of certiorari; (d) participate in the briefing and 

argument relating to any and all the foregoing; and (e) participate in any proceedings on remand of 

the FERC Orders; (ii) lifting the automatic stay to the extent necessary to generally allow all 

courts and administrative agencies with jurisdiction over the appeal or remand to enter final orders 

relating thereto; and (iii) granting such other and further relief as is just and proper. 

NOTICE 

Notice of this Joinder will be provided to (i) the Office of the U.S. Trustee for Region 17 

(Attn: Anthony R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Debtors; (iii) counsel 

to the Creditors Committee; (iv) counsel to the Tort Claimants Committee; (v) the Securities and 

Exchange Commission; (vi) the Internal Revenue Service; (vii) the Office of the California 

Attorney General; (viii) the California Public Utilities Commission; (ix) the Nuclear Regulatory 

Commission; (x) the Federal Energy Regulatory Commission; (xi) the Office of the United States 

Attorney for the Northern District of California; (xii) counsel for the agent under the Debtors’ 

debtor-in-possession financing facility; (xiii) counsel to the various PPA counterparties; and 

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(xiv) those persons who have formally appeared in these chapter 11 cases and requested service 

pursuant to Bankruptcy Rule 2002. The PPA Parties respectfully submit that no further notice is 

required. 

Dated: June 19, 2019 Respectfully submitted, 

/s/ C. Luckey McDowell

 

C. Luckey McDowell (admitted pro hac vice) 

SHEARMAN & STERLING LLP 

1100 Louisiana 

Suite 3300 

Houston, Texas 77002 

Tel: (713) 354-4875 

Email: Luckey.McDowell@Shearman.com

Daniel Laguardia (CA Bar No. 314654) 

SHEARMAN & STERLING LLP 

535 Mission Street 

25th Floor 

San Francisco, CA 94105 

Tel: (415) 616-1114 

Email: Daniel.Laguardia@Shearman.com

Counsel for Agua Caliente Solar, LLC, Clearway 

Energy, Inc., Clearway Energy Group LLC, MC 

Shiloh IV Holdings LLC, NRG Energy, Inc., Solar 

Partners II LLC, Solar Partners VIII LLC, and 

TerraForm Power, Inc. 

 

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HNDOCS01/81354.1

EXHIBIT A 

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E Corporation, Pacific Gas & Electric 

Company, 

Debtors.

 Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered)

☐ Affects PG&E Corporation 

☒ Affects Pacific Gas and Electric Company 

☐ Affects both Debtors 

* All papers shall be filed in the Lead Case No. 

19-30088 DM. 

ORDER GRANTING JOINDER BY 

CERTAIN PPA PARTIES TO NEXTERA 

ENERGY, INC.’S, MOTION FOR 

LIMITED RELIEF FROM STAY TO 

PARTICIPATE IN APPELLATE 

PROCEEDINGS WITH RESPECT TO 

FERC ORDERS 

The Court having considered the Joinder by Certain PPA Parties to Nextera Energy, Inc. 

and NextEra Energy Partner, L.P.’s, Motion For Limited Relief From Stay To Participate In 

Appellate Proceedings With Respect To FERC Orders [Dkt. No. 2400], dated June 19, 2019, filed 

by Agua Caliente Solar, LLC, Clearway Energy, Inc., Clearway Energy Group LLC, MC Shiloh 

IV Holdings LLC, NRG Energy, Inc., Solar Partners II LLC, Solar Partners VIII LLC, and 

TerraForm Power, Inc (together, “PPA Parties”), and this Court having held a hearing on the 

Motion, and good cause appearing therefor pursuant to Bankruptcy Code section 362(d)(1). 

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IT IS HEREBY ORDERED THAT: 

1. The Motion is granted. 

2. The automatic stay is lifted to the extent necessary to permit the PPA Parties to: 

(a) seek leave from the applicable Circuit Court to intervene in any appeal of the 

FERC Orders; (b) to the extent permitted by the applicable Circuit Court, participate 

in and prosecute to conclusion any appeal of the FERC Orders; (c) seek or oppose 

any request for rehearing, rehearing en banc, petition for writ of certiorari in 

connection with any appeal of the FERC Orders; (d) participate in the briefing and 

argument relating to any and all the foregoing; and (e) participate in any proceedings 

on remand of the FERC Orders. 

3. The automatic stay is lifted to the extent necessary to permit all courts and 

administrative agencies with jurisdiction over any appeal or remand of the FERC 

Orders to enter final orders relating thereto. 

4. The 14-day stay under Bankruptcy Rule 4001(a)(3) is hereby waived and this Order 

shall take effect immediately upon entry. 

5. This Court shall retain exclusive jurisdiction with respect to all matters arising from 

or related to the implementation, interpretation, and enforcement of this Order. 

** END OF ORDER ** 

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