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OREN B. HAKER (pro hac vice)

DAVID B. LEVANT (pro hac vice)

GABRIELLE GLEMANN (pro hac vice)

STOEL RIVES LLP

600 University Street, Suite 3600

Seattle, WA 98101

Telephone: 206.386.7530

Facsimile: 206.386.7500

gabrielle.glemann@stoel.com

Attorneys for Party in Interest

Enel Green Power North America, Inc.

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case

No. 19 - 30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

ENEL GREEN POWER NORTH 

AMERICA’S MOTION UNDER 11 

U.S.C. §§ 105(a) AND 107(b) AND FRBP 

9018 FOR ENTRY OF AN ORDER 

AUTHORIZING THE FILING OF 

CERTAIN CONTRACTS AND 

RELATED FILINGS UNDER SEAL 

 Affects PG&E Corporation

X Affects Pacific Gas and Electric 

Company

 Affects both Debtors

*All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

Hearing Date: March 12, 2019

Time: 9:30 a.m.

Courtroom: Hon. Dennis Montali

Objections Due: March 5, 2019, 4 p.m.

Enel Green Power North America, Inc. (“Enel”) hereby moves (this “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 

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ENEL’S MOTION TO FILE CONTRACTS AND MOTION PAPERS UNDER SEAL - CASE NO. 19-30088 (DM)

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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 Enel to file under seal the CSAs (as defined below) and the Interconnection 

Agreements (as defined below) related to Enel’s Motion for Entry of an Order Confirming Safe 

Harbor Protection Under 11 U.S.C. §§ 362(b)(6) and 556 (the “Safe Harbor Motion”),1 filed 

contemporaneously herewith, as well as certain portions of the Safe Harbor Motion and the 

Bertolino Declaration (the “Motion Papers”) that refer to confidential details contained in the 

CSAs and Interconnection Agreements, and (ii) directing that the CSAs, Interconnection 

Agreements, and unredacted copies of the Motion Papers will remain under seal and confidential 

and not be made available to anyone without the consent of Enel and the other parties to the 

CSAs and Interconnection Agreements, or further order from the Court. 

A proposed form of order is attached hereto as Exhibit A, in accordance with the Local 

Procedures (the “Proposed Order”). 

The Motion is based on this Memorandum of Points and Authorities, the concurrently 

filed Safe Harbor Motion, the concurrently filed Bertolino Declaration, the complete files and 

records of the referenced matters, the arguments of counsel, and such other and further matters as 

this Court may consider at or before any hearing on this Motion.

 1 Capitalized terms used but not defined in this Motion shall have the meaning used in the Safe Harbor Motion.

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ENEL’S MOTION TO FILE CONTRACTS AND MOTION PAPERS UNDER SEAL - CASE NO. 19-30088 (DM)

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MEMORANDUM OF POINTS AND AUTHORITIES

I. PRELIMINARY STATEMENT

Enel Green Power North America, Inc. (“Enel”), through its subsidiaries, is party to three 

Capacity Storage Agreements (the “CSAs”) with Pacific Gas and Electric Company (“PG&E,” 

and together with PG&E Corporation, the “Debtors”). Enel has filed a Motion for Entry of an 

Order Confirming Safe Harbor Protection Under 11 U.S.C. §§ 362(b)(6) and 556 (the “Safe 

Harbor Motion”) seeking an order determining that Enel’s exercise of its contractual rights under 

the CSAs is protected by the safe harbor provision of Sections 362(b)(6) and 556 of the 

Bankruptcy Code, as well as a declaration in support thereof (the “Bertolino Declaration,” and 

together with the Safe Harbor Motion, the “Motion Papers”). Both Enel and PG&E have agreed 

to stringent confidentiality clauses in the CSAs, and Enel respectfully requests that the Court 

allow Enel to submit the CSAs and Interconnection Agreements, as well as unredacted versions 

of the Motion Papers that reference confidential details in the CSAs and Interconnection 

Agreements, under seal so that the matter of safe harbor protection can be adequately adjudicated 

without violating the confidence of PG&E and Enel regarding the terms of their agreements. 

II. JURISDICTION

This Court has jurisdiction over the Motion 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 pursuant to 28 U.S.C. §§ 1408 and 1409. The bases for the 

relief requested in the Motion are §§ 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy 

Rule 9018.

III. FACTS

Enel, through its subsidiaries,2 is party to three CSAs with PG&E, each dated November 

8, 2017, with terms ranging from 10 to 20 years. Each CSA encompasses two phases: (i) the 

development of an energy storage facility (each a “Facility,” and together the “Facilities”) and (ii) 

 2 The subsidiary companies that are party to the Capacity Storage Agreements with PG&E are Cascade Energy 

Storage, LLC, Kingston Energy Storage, LLC, and Sierra Energy Storage, LLC.

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providing resource adequacy capacity to PG&E from each Facility, to enable PG&E, inter alia, to 

meet its resource adequacy and renewable energy requirements prescribed by the California 

Public Utilities Commission (“CPUC”).

In reliance on the CSAs, Enel’s same subsidiaries have entered into two interconnection 

agreements, executed December 3 and 4, 2018, with a third interconnection agreement expected 

to be executed in December 2020 (the “Interconnection Agreements,” and together with the 

CSAs, the “Contracts”). The Interconnection Agreements allow Enel to interconnect the relevant 

Facility to PG&E’s transmission system, and guarantee the ability of Enel to deliver the Facility’s 

output. 

Additional information regarding Enel’s business and commercial agreements with PG&E 

is set forth in the Safe Harbor Motion and the Bertolino Declaration. 

Each CSA contains a provision stating that throughout the term of the agreement, “neither 

party shall disclose the non-public terms or conditions of this Agreement or the Parties’ bidding 

or negotiation process ... to a third-party.”3

When PG&E filed the application for approval of the CSAs with the CPUC (Application 

17-12-003), PG&E claimed the CSAs were confidential in their entirety, and the CSAs were filed 

under seal. 

As each of the Contracts contains sensitive and confidential commercial information, Enel 

respectfully requests that the Court permit Enel to file the CSAs and the Interconnection 

Agreements under seal, and the Motion Papers in redacted form, to ensure that the Contracts are 

not publicly disclosed in violation of their confidentiality provisions. 

IV. BASIS FOR RELIEF REQUESTED

Under Section 105(a) of the Bankruptcy Code, the Court is allowed 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) provides that, “[o]n request of a party in interest, the bankruptcy court shall, and 

 3 See, i.e., Capacity Storage Agreement Resource Adequacy Only between Pacific Gas and Electric Company (as 

Buyer) and Cascade Energy Storage, LLC (as Seller), executed November 8, 2017, Article 19.1 Confidential 

Information.

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ENEL’S MOTION TO FILE CONTRACTS AND MOTION PAPERS UNDER SEAL - CASE NO. 19-30088 (DM)

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on the bankruptcy court’s own motion, the bankruptcy court may ... [p]rotect any entity with 

respect to a trade secret or confidential research, development, or commercial information.” 11 

U.S.C. § 107(b). 

An entity seeking protection under Section 107(b) need only show that the information it 

seeks to seal is “confidential” and “commercial” in nature. Video Software Dealers Ass’n v. Orion 

Pictures Corp., 21 F.3d 24, 27 (2d Cir. 1994). Commercial information has been defined as 

information that would produce “an unfair advantage to competitors by providing them with 

information as to the commercial operations” of the entity seeking protection. In re Itel Corp., 17 

B.R. 942, 944 (9th Cir. B.A.P. 1982). Commercial information does not need to be a trade secret 

to fall under Section 107(b)’s protection. See Orion Pictures Corp., 21 F.3d at 28 (finding that § 

107(b) was carefully drafted to avoid merging “trade secrets” with “confidential commercial 

information”). 

Under the Bankruptcy Rules, the Court is similarly authorized to “make any order which 

justice requires ... 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. 

Similarly, the Local Procedures require that a request to file under seal be narrowly tailored to 

sealable materials. New District Wide Procedures for Electronically Filing Sealed and Redacted 

Documents. 

Because the Contracts contain confidential commercial information within the scope of 

Section 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018, the Court should grant Enel’s 

request. 

The Contracts are the product of extensive good faith negotiations between PG&E and 

Enel, following a competitive bidding process, and public disclosure of the Contracts would cause 

substantial harm to both parties and create an unfair advantage for potential competitors seeking 

to enter into similar agreements. The Contracts contain highly sensitive commercial information 

and are subject to robust confidentiality provisions negotiated and agreed between PG&E and 

Enel. Disclosure of this information would put the parties at a competitive disadvantage by 

constraining their ability to negotiate capacity storage agreements in future transactions. Further, 

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compelling public disclosure of the Contracts or their terms in the Motion Papers could have a 

chilling effect that discourages other potential transaction counterparties from entering into 

similar agreements with the parties in the future. 

V. NOTICE

Notice of the Motion to File Under Seal will be provided to (i) the Debtors and counsel to 

the Debtors; (ii) counsel to the Office of the United States Trustee for Region 17; (iii) counsel to 

the administrative agent under the Debtors’ debtor-in-possession financing facility; (iv) counsel to 

the collateral agent under the Debtors’ debtor-in-possession financing facility; (v) counsel to the 

CPUC; (vi) the U.S. Nuclear Regulatory Commission; (vii) the U.S. Department of Justice, as 

counsel for the United States on behalf of the Federal Energy Regulatory Commission; (viii) each 

member of the Official Committee of Unsecured Creditors specified in the Notice of 

Appointment of the Official Committee of Unsecured Creditors [Docket 409]; (ix) each member 

of the Official Committee of Tort Claimants specified in the Notice of Appointment of the 

Official Committee of Tort Claimants [Docket 453]; and (x) those parties who have requested 

notice pursuant to Fed. R. Bankr. P. 2002. Enel respectfully submits that no further notice is 

required. 

VI. CONCLUSION

For the reasons stated in this Memorandum of Points and Authorities, Enel respectfully 

requests that the Court enter an order (i) granting this Motion; (ii) authorizing Enel to file the 

Contracts and unredacted versions of the Motion Papers under seal; and (iii) granting such other 

and further relief as is just and proper.

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ENEL’S MOTION TO FILE CONTRACTS AND MOTION PAPERS UNDER SEAL - CASE NO. 19-30088 (DM)

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Dated: February 19, 2019 STOEL RIVES LLP

/s/ Gabrielle Glemann

Oren Buchanan Haker

David B. Levant

Gabrielle Glemann

STOEL RIVES LLP

600 University Street, Suite 3600

Seattle, WA 98101

(206) 386-7530

gabrielle.glemann@stoel.com

Attorneys for Party in Interest

Enel Green Power North America, Inc.

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ENEL’S MOTION TO FILE CONTRACTS AND MOTION PAPERS UNDER SEAL - CASE NO. 19-30088 (DM)

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EXHIBIT A

Proposed Order

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ENEL’S MOTION TO FILE CONTRACTS AND MOTION PAPERS UNDER SEAL - CASE NO. 19-30088 (DM)

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OREN B. HAKER (pro hac vice)

DAVID B. LEVANT (pro hac vice)

GABRIELLE GLEMANN (pro hac vice)

STOEL RIVES LLP

600 University Street, Suite 3600

Seattle, WA 98101

Telephone: 206.386.7530

Facsimile: 206.386.7500

gabrielle.glemann@stoel.com

Attorneys for Party in Interest

Enel Green Power North America, Inc.

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case

No. 19 - 30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] ORDER PURSUANT TO 11 

U.S.C. §§ 105(a) AND 107(b) AND FRBP 

9018 AUTHORIZING ENEL GREEN 

POWER NORTH AMERICA TO FILE 

CERTAIN CONTRACTS AND RELATED 

FILINGS UNDER SEAL

 Affects PG&E Corporation

X Affects Pacific Gas and Electric 

Company

 Affects both Debtors

*All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

Hearing Date: March 12, 2019

Time: 9:30 a.m.

Courtroom: Hon. Dennis Montali

Objections Due: March 5, 2019, 4 p.m.

Upon the Motion, dated February 19, 2019 (the “Motion to File Under Seal”), of Enel 

Green Power North America, Inc. (“Enel”), pursuant to Sections 105(a) and 107(b) of the 

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ENEL’S MOTION TO FILE CONTRACTS AND MOTION PAPERS UNDER SEAL - CASE NO. 19-30088 (DM)

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Bankruptcy Code1 and Rule 2018 of the Bankruptcy Rules for authority to file the Contracts and 

unredacted versions of the Motion Papers under seal, all as more fully set forth in the Motion to 

File Under Seal [Dkt. __]; and this Court having jurisdiction to consider the Motion to File Under 

Seal and the relief requested therein 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); and consideration of the Motion to File Under Seal and the 

requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper 

before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found and 

determined that notice of the Motion to File Under Seal as provided to the parties listed therein is 

reasonable and sufficient under the circumstances, and it appearing that no other or further notice 

need be provided; and this Court having reviewed the Motion to File Under Seal and the 

Bertolino Declaration; and this Court having determined that the legal and factual bases set forth 

in the Motion to File Under Seal establish just cause for the relief granted herein; and it appearing 

that the relief requested in the Motion to File Under Seal is in the best interests of Enel, the 

Debtors, their estates, creditors, shareholders, and all parties in interest; and upon all of the 

proceedings had before this Court and after due deliberation and sufficient cause appearing 

therefor,

IT IS HEREBY ORDERED THAT:

1. The Motion to File Under Seal is granted as provided herein.

2. Enel is authorized to file the Contracts and unredacted copies of the Motion Papers 

under seal pursuant to Section 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018.

3. The Contracts and the unredacted Motion Papers are confidential, shall remain 

under seal, and shall not be made available to anyone without the consent of Enel and the 

parties thereto, except that copies shall be provided to the Court on a strictly confidential 

basis.

4. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order 

 1 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the 

Motion to File Under Seal. 

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shall be immediately effective and enforceable upon its entry.

5. Enel is authorized to take all steps necessary or appropriate to carry out this Order.

6. This Court shall retain jurisdiction to hear and determine all matters arising from 

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

**END OF ORDER**

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