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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)

FIRST INTERIM APPLICATION OF 

LINCOLN PARTNERS ADVISORS 

LLC FOR ALLOWANCE AND 

PAYMENT OF COMPENSATION 

AND REIMBURSEMENT OF 

EXPENSES FOR THE PERIOD 

MARCH 1, 2019 THROUGH MAY 31, 

2019

 

 

 Objection Date: November 29, 2019

 

To: The Notice Parties

Name of Applicant: Lincoln Partners Advisors LLC

Authorized to Provide Professional Services to:

Date of Retention:

Financial Advisor to the Official Committee 

of Tort Claimants

March 1, 2019

Period for which compensation and 

reimbursement are sought:

March 1, 2019 through May 31, 2019

Amount of compensation and reimbursement 

are sought:

$3,005,418.88 (100%)

Amount of expense reimbursement sought as 

actual, reasonable, and necessary: $82,943.80

Case: 19-30088 Doc# 4633 Filed: 11/08/19 Entered: 11/08/19 17:04:46 Page 1 of

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SUMMARY OF FIRST INTERIM FEE APPLICATION

Date Filed Period

Covered

Total Compensation and 

Expenses for Period Covered

Total Amount Previously 

Requested with Monthly Fee 

Statement

Total Amount Paid to Date Holdback 

Fees, Unpaid 

Fees and 

Expenses 

Requested

Fees Expenses Fees @80% Expenses

@100%

Fees Expenses Fees

6/24/19

(DE 2722)

3/1/19-

3/31/19

$953,443.63 $32,119.37 $762,754.90 $32,119.37 $762,754.90 $32,119.37 $190,688.73

7/23/19

(DE 3160)

4/1/19-

4/30/19

$949,683.25 $24,289.37 $759,746.60 $24,289.37 $759,746.60 $24,289.37 $189,936.65

8/28/19

(DE 3734)

5/1/19-

5/31/19

$1,102,292.00 $26,535.06 $881,833.60 $26,535.06 $881,833.60 $26,535.06 $220,458.40

Total for 

First 

Interim

Fee 

Application

$3,005,418.88 $82,943.80 $2,404,335.10 $82,943.80 $2,404,335.10 $82,943.80 $601,083.78

Objections to Monthly Fee Statements: No objections have been filed regarding the First, 

Second or Third Monthly Fee Statements for March 1, 2019 to May 31, 2019.

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SUMMARY OF HOURS INCURRED BY PROFESSIONAL DURING

THE APPLICATION PERIOD

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SUMMARY OF HOURS INCURRED BY PROJECT CATEGORY DURING 

THE APPLICATION PERIOD

1

1 Task description #20 was updated in Lincoln’s third monthly fee statement for the month of May to reflect a broader set of 

benchmarking-related tasks.

Task Total Total

Code Hours Fees

1 DIP Financing and Related Analysis 99.2 $ 88,904.00

2 First / Second Day Motions and SOFAs 29.2 25,214.00

3 Financial Analysis (Requested by Counsel, or Otherwise) 345.9 273,580.50

4 13-Week Cash Flow / MOR / Liquidity Analysis 102.7 74,136.50

5 Due Diligence of Debtor's Assets and Liabilities 402.9 303,285.50

6 Due Diligence of Wildfire Safety Plan and Related Analysis 421.0 364,255.00

7 Debtor Professionals - Diligence / Meetings / Calls 81.2 78,264.00

8 UCC Professionals - Diligence / Meetings / Calls 26.0 29,310.00

9 Other Professionals / Interested Parties - Diligence / Meetings / Calls 30.8 36,086.00

10 Tort Claimants (Counsel/FA) - Diligence / Meetings / Calls 235.0 240,515.00

11 Assist Counsel in Responses / Objections to Bankruptcy Court Motions 187.1 168,754.50

12 Committee Related Matters - Diligence / Meetings / Calls 300.7 271,431.75

13 Bankruptcy Filings and Document Review 266.5 195,717.50

14 Review of Executory Contracts and Related Analysis 25.9 20,040.50

15 Review of Employee-Related Matters, Including Retention Plans 282.7 219,059.50

16 Review of Claims and Related Analysis 40.8 32,026.00

17 Asset Sale(s), Strategic Alternatives, and Related Analysis 143.2 107,254.00

20 Benchmarking and Related Analysis 1 111.1 63,084.50

21 Term Sheets, Plan, and Disclosure Statement Analysis 56.9 52,495.50

23 Deposition(s), Testimony, Court Hearing(s), and Related Preparation / Attendance 78.7 85,626.50

24 Travel Time - Non Working Travel 117.4 132,463.25

25 Project Administration 164.5 129,257.50

26 Professional Retention 77.3 59,083.50

28 Other/Miscellaneous 23.9 6,244.50

29 Fee Application Preparation 23.8 15,561.00

Subtotal 3,674.3 3,071,650.50

Less: 50% Discount for Non-Working Travel Time (66,231.63)

Grand Total 3,674.3 $ 3,005,418.88

Task Description

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SUMMARY OF EXPENSES INCURRED DURING THE APPLICATION PERIOD

Expense Type Amount

Airfare $ 25,045.26

Data Processing / Materials For Committee 295.42

Ground Transportation (Taxi/Uber/Car Service) 7,733.05

Hotel Stay (Traveling) 22,952.73

Internet/Online Fees 494.66

Meals - Clients / Interested Parties 1,111.00

Meals - In-Town Only 811.86

Meals - Out-of-Town Travel Only 4,949.13

Other / Miscellaneous 219.76

Parking 799.60

Printing/Photocopying (In-House) 4,750.51

Research (Databases) 13,599.00

Teleconferencing 181.82

Total $82,943.80

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Lincoln Partners Advisors LLC (“Lincoln” or the “Applicant”), the financial advisor for 

the Official Committee of Tort Claimants (the “TCC”), representing the largest group of 

stakeholders in the jointly administered bankruptcy cases (the “Cases”) of PG&E Corporation and 

Pacific Gas and Electric Company (the “Debtors”), hereby submits its First Interim Fee 

Application (the “Fee Application”) for allowance of compensation for professional services 

performed by Lincoln for the period commencing March 1, 2019 through and including May 31, 

2019 (the “Application Period”) and reimbursement of its actual and necessary expenses incurred 

during the Application Period. The applicant seeks interim approval of compensation and 

reimbursement of expenses totaling $3,088,362.68, which sum represents compensation for 

professional services rendered in the amount of $3,005,418.88 and reimbursement for expenses 

incurred in the amount of $82,943.80. The Applicant is seeking entry of an order pursuant to 

sections 330, 331, and 1103 of title 11, United States Code (the “Bankruptcy Code”); Rule 2016 

of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”); the Local Rules for the 

United States Bankruptcy Court for the Northern District of California (the “Local Rules”); 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 “UST Guidelines); the Guidelines for Compensation and Expense 

Reimbursement of Professional and Trustees, promulgated pursuant to Local Rule 9029-1, 

governing the narrative portion of fee applications, effective February 19, 2014 (the “Narrative

Guidelines”); and 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, entered on February 27, 2019 (the “Interim Compensation Order” and 

collectively, the “Guidelines”).

This Application is based upon the contents hereof, together with the exhibits; the 

certification of Brent C. Williams filed concurrently herewith; the pleadings, papers, and records 

on file in the cases; and any evidence or argument that the Court may entertain at the time of the 

hearing on the Application.

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Pursuant to the Narrative Guidelines, a cover letter enclosing this Application is being sent 

to the Chair of the TCC concurrently. The letter invites the Chair to discuss with the Applicant 

and/or the Office of the United States Trustee any objections, concerns, or questions the Chair may 

have regarding the requested compensation and reimbursement set forth in the Application. A copy 

of the transmittal letter is attached hereto as Exhibit A.

This Fee Application summarizes the services rendered by Lincoln on behalf of the TCC 

during the Application Period. A breakdown of the hours and fees by professional is attached hereto 

as Exhibit B. A breakdown of the hours and fees by task code is attached hereto as Exhibit C. A 

breakdown of expenses by expense type is attached hereto as Exhibit D. A detailed copy of the 

time records by professional and by task code is attached hereto as Exhibit E. A detailed copy of 

the expense records by professional and expense type is attached here to as Exhibit F.

TERMS AND CONDITIONS OF EMPLOYMENT

1. Lincoln is compensated on an hourly fee basis, plus reimbursement of actual and 

necessary expenses incurred. For further information regarding the terms and conditions of 

Lincoln’s retention, please refer to the Retention Order (defined below). 

RELEVANT BACKGROUND

2. On January 29, 2019 (the “Petition Date”), the Debtors filed the 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. The Cases are being jointly administered 

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

3. On February 15, 2019, the Office of the United States Trustee (“UST”) filed an 

Appointment of the Official Committee of Tort Claimants [Docket No. 453]. Following the 

resignation of Richard Heffern from the original TCC and the addition of Tommy Wehe, on 

February 21, 2019, the UST filed the Amended Appointment of the Official Committee of Tort 

Claimants [Docket No. 530]. The current members of the TCC are: (i) GER Hospitality, LLC, in 

its capacity as an individual claimant; (ii) Kirk Trostle; (iii) Tommy Wehe; (iv) Angelo Loo; (v) 

Karen K. Gowins; (vi) Agajanian, Inc.; (vii) Susan Slocum; (viii) Samuel Maxwell; (ix) Karen M. 

Lockhart; (x) Wagner Family Wines-Caymus Vineyards; and (xi) Gregory Wilson.

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4. On March 30, 2019, the TCC filed its Application to Employ Lincoln Partners 

Advisors LLC as Financial Advisor Effective as of March 1, 2019 [Docket No. 1134] (the 

“Retention Application”). On May 10, 2019, the Court entered its Order Approving the 

Application of the Official Committee of Tort Claimants Pursuant to 11 U.S.C. § 1103 and Fed. R. 

Bankr. 2014 and 5002 to Retain and Employ Lincoln Partners Advisors LLC as Financial Advisors 

Effective as of March 1, 2019 [Docket No. 1976] (the “Retention Order”).

5. On May 28, 2019, the Court entered an order appointing Bruce A. Markell as fee 

examiner (“Fee Examiner”) in the Cases [Docket No. 2267]. Lincoln has communicated with the 

Fee Examiner, and it has supplied information to the Fee Examiner as requested and necessary for 

the Fee Examiner to evaluate the reasonableness of the compensation sought in this Application.

RELIEF REQUESTED AND BASIS FOR RELIEF

6. This Application is Lincoln’s first interim request for allowance and payment of fees 

and expenses as financial advisor to the TCC. 

7. Pursuant to Bankruptcy Code §§ 330 and 331, Lincoln respectfully requests entry 

of an order, on an interim basis, allowing and approving $3,088,362.68, which sum represents 

compensation for professional services rendered in the amount of $3,005,418.88 and 

reimbursement for expenses incurred in the amount of $82,943.80. The services and expenses for 

which interim compensation is sought herein were rendered for and on behalf of the TCC. Lincoln 

respectfully submits that the nature of the services has been necessary and beneficial to the TCC in 

maximizing their recoveries. 

8. Lincoln’s retention and corresponding engagement scope have been to serve as the 

financial advisor to the TCC during the pendency of the Cases. While the Official Committee of 

Unsecured Creditors (“UCC”) retained FTI Consulting (“FTI”) and Centerview Partners 

(“Centerview”) to serve two separate financial advisory roles, the TCC’s focus on efficiency and 

cost-effectiveness has required Lincoln to perform both functions (emphasis added) (e.g. 

investment banker and financial advisor to the TCC). The TCC and its counsel Baker & Hostetler 

LLP (“Baker” or “Counsel”) required Lincoln to dedicate senior resources to many specific 

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assignments and case issues in these matters. This has also been reflected in the professionals 

involved and hours worked.

9. That said, in an effort to streamline and control professional fees and expenses where 

possible, Lincoln endeavored to minimize the expenditure of time by its senior members and to 

delegate responsibilities to junior members, associates, analysts, and other employees as 

appropriate.

10. Further, Lincoln has made every effort to ensure that this Application complies with 

the Guidelines and to avoid unnecessary duplication of effort by and among its team members, as 

well as with other retained professionals in these cases. Lincoln has supplied the Fee Examiner and 

the UST with Lincoln’s monthly fee statements in an electronic format (Excel) Lincoln believes is 

acceptable to the Fee Examiner and the UST. Pursuant to Bankruptcy Code § 504, Lincoln has no 

understanding, agreement, or arrangement of any kind to divide with or pay to anyone any fees that 

may be awarded to Lincoln in the Bankruptcy Cases, other than as may be shared among the 

members of Lincoln.

SUMMARY OF PROFESSIONAL SERVICES RENDERED

11. The Debtors’ Cases are among the largest and most complex cases in history. There 

are many issues and considerations impacting the TCC and tort claimants’ potential recoveries. The 

services rendered by Lincoln include, but are not limited to, the following project billing categories. 

The specific tasks, the number of hours devoted, and the amounts charged within each billing 

category are set forth below.

a. DIP Financing and Related Analysis (001): Time in this category relates to 

matters involving the Debtors-in-Possession financing (the “DIP”). Lincoln analyzed the key 

terms, conditions, fees, credit documents, and related support of the DIP financing. Lincoln 

compared the DIP financing to other similar or relevant DIP financings observed in the market over 

the past many years. Lincoln analyzed the size of the DIP financing in conjunction with the 

corresponding DIP budget and forecasted cash flows to determine the reasonableness of the funding 

amount relative to the forecasted liquidity needs. Lincoln also reviewed the DIP budget, forecasted 

cash flows, and underlying assumptions supporting the budget to determine the reasonableness and 

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achievability of the projections. Lincoln considered the limited reporting requirements associated 

with the DIP financing in the context of timely and efficient communication of performance and 

liquidity updates. Lincoln participated in diligence calls with the Debtors to understand the 

forecasted cash flows and the underlying budget assumptions. Lincoln also prepared materials 

summarizing and analyzing the DIP terms and conditions for Counsel and the TCC. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 99.20 hours and $88,904.00 in fees.

b. First / Second Day Motions and SOFAs (002): Time billed to this category 

relates to review and analysis of the first and second day motions filed by the Debtors addressing 

various topics, including: (1) cash management system; (2) insurance; (3) taxes; (4) utilities, (5) 

reclamation claims; (6) employee wages and benefits; (7) prepetition obligations to lien claimants, 

operational integrity suppliers, and natural gas and electricity exchange operators; (8) procedures 

for interim compensation of professionals retained in the Cases; and (9) procedures for ordinary 

course professionals. Lincoln reviewed and evaluated the motions to ensure the reasonableness of 

the requested relief, the basis and amounts of the proposed vendor payments, and the associated 

reporting procedures. Lincoln also reviewed and analyzed the Debtors’ Schedules and Statements 

of Financial Affairs (“SOFAs”) to understand the Debtors’ financial and operational position. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 29.20 hours and $25,214.00 in fees.

c. Financial Analysis (Requested by Counsel, or Otherwise) (003): Throughout the 

Application Period, Lincoln spent significant time evaluating the Debtors’ financial performance 

and business operations, including reviewing historical results, operating metrics, earnings releases, 

outstanding assets and liabilities, and financial forecasts. Lincoln reviewed and analyzed 

information provided by the Debtors; public SEC filings, such as the Debtors’ quarterly and annual 

financial statements; investor presentations; and regulatory filings such as the pending rate cases 

and the cost of capital requests with the CPUC and FERC. Lincoln created various models and 

analyses including an operating financial model, waterfall recovery model, and a bondholder makewhole analysis, among others. This assisted Counsel and the TCC in understanding the Debtors’ 

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financials position, outstanding claims, assets and liabilities, and potential recoveries to tort 

claimants across various scenarios and assumptions. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 345.90 hours and $273,580.50 in fees.

d. 13-Week Cash Flow / MOR / Liquidity Analysis (004): This category 

encompasses services rendered related to the Debtors’ liquidity, cash flow, and monthly operating 

reports. Throughout the Application Period, Lincoln monitored the Debtors’ liquidity position and 

cash flow results compared to initial DIP forecast and subsequent updated monthly cash flow 

forecasts. Lincoln reviewed and analyzed the bi-weekly actual to budgeted results, reviewed the 

assumptions driving the updated cash flow forecasts furnished by the Debtor, and compared 

original cash flow forecasts to updated forecasts to understand the key drivers of the variances and 

changes. Based on the review of the liquidity and cash flow results, Lincoln created diligence 

questions and made numerous requests to the Debtors in order to understand the variances, changes, 

and assumptions. The diligence requests were supplemented with diligence calls with the Debtor, 

when applicable. Lincoln frequently prepared presentations for Counsel and the TCC regarding the 

Debtors’ liquidity and cash flow position, actual versus forecasted results, and future projections.

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 102.70 hours and $74,136.50 in fees.

e. Due Diligence of Debtor's Assets and Liabilities (005): Time billed in this 

category relates to Lincoln’s time spent reviewing, analyzing, and performing diligence in order to 

understand and evaluate the Debtors’ comprehensive portfolio of assets and liabilities. Lincoln 

reviewed extensive public filings (quarterly reports, annual reports, earnings releases, etc.); 

regulatory filings (CPUC, FERC, etc.); relevant industry and research reports; and due diligence 

documents provided by the Debtors. Lincoln’s diligence efforts included assessment of the 

Debtors’ electrical generating assets including hydroelectric plants, electrical distribution and 

transmissions assets, natural gas assets, and corporate real estate assets. Lincoln created 

presentations for Counsel and the TCC to summarize and analyze the Debtors’ operations, assets, 

and liabilities. 

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The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 402.90 hours and $303,285.50 in fees.

f. Due Diligence of Wildfire Safety Plan and Related Analysis (006): During 

the Application Period, Lincoln spent time reviewing and analyzing the Debtors’ wildfire 

mitigation and safety efforts, including the development and implementation of the Wildfire Safety 

Plan (“WSP”). Lincoln participated in meetings and calls with the Debtors’ management and their 

advisors to discuss the development, implementation, and status of the WSP. Lincoln reviewed and 

evaluated metrics and targets of the WSP, including vegetation management, system hardening, 

inspections, power safety shutoff programs, and situational awareness, among others. Lincoln 

analyzed the Debtors’ periodic status updates regarding the WSP, including plan progress, actual 

results to plan targets, and reasons for variances to plan. Lincoln also considered the many wildfire 

safety requirements and findings of the CPUC, Governor Gavin Newson’s Strike Force report, Blue 

Ribbon Commission report, subsequent announcements, and subsequent monitoring reports. 

Lincoln considered the risks wildfires posed on effectuating a plan of emergence and maximizing 

value for the tort claimants. Lincoln also considered wildfire safety as it relates to partaking in 

future California legislative funding and/or insurance programs. Lincoln frequently created 

presentations for Counsel and the TCC detailing the WSP, status updates of the WSP, and 

legislative and regulatory updates related to the WSP.

Lincoln also spent substantial time analyzing the Debtors’ motion to establish a $105 

million Wildfire Assistance Fund for urgent needs of the fire victims who had been displaced by 

the fires. Lincoln analyzed the Debtors’ filings and strategized with Counsel on a method to 

calculate an appropriate funding amount to support fire victims. Lincoln researched and analyzed 

various resources related to the areas affected by the fires, estimated the number of fire victims, 

analyzed the potential number of uninsured and underinsured victims, and estimated an appropriate 

funding amount to support the fire victims. Lincoln prepared various analyses and presentations for 

Counsel and the TCC to assist in preparing an objection to increase the Wildfire Assistance Fund. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 421.00 hours and $364,255.00 in fees.

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g. Debtor Professionals - Diligence / Meetings / Calls (007): During the 

Application Period, Lincoln held calls and attended in-person meetings with the Debtors and the 

Debtors’ advisors, including Alix Partners and Lazard Freres & Co. (“Lazard”), to discuss and 

negotiate matters related to the Cases including business diligence, liquidity forecasts, DIP budget, 

WSP, the Short-Term Incentive Plan (“STIP”), the two Quanta Energy Services contracts that

provide inspection and repair services to the Debtors’ electrical infrastructure, and other filed 

motions and matters. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 81.20 hours are $78,264.00 in fees.

h. UCC Professionals - Diligence / Meetings / Calls (008): During the 

Application Period, Lincoln held calls and attended in-person meetings with the UCC and 

professionals representing the UCC, including FTI and Centerview, to discuss matters related to 

the Cases and joint interests, including WSP, other professional retentions, the STIP, and other filed 

motions and matters.

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 26.00 hours and $29,310.00 in fees. 

i. Other Professionals / Interested Parties - Diligence / Meetings / Calls (009): 

During the Application Period, Lincoln held confidential calls and attended in-person meetings 

with the other professionals and interested parties to the Cases to discuss case-related matters and 

potentially joint interests. Lincoln spent time preparing for and communicating via calls, meetings, 

and emails with these professionals and interested parties. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 30.80 hours and $36,086.00 in fees.

j. Tort Claimants (Counsel/FA) - Diligence / Meetings / Calls (010): Time 

spent in this category is related to correspondence with Baker regarding strategy, approach, 

recommendations, and financial analyses of various filings by the Debtors and case-specific issues, 

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including many of the topics and issues addressed in this Fee Application. Lincoln also coordinated 

with Baker on TCC discussion topics for weekly meetings and related presentation materials. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 235.00 hours and $240,515.00 in fees.

k. Assist Counsel in Responses / Objections to Bankruptcy Court Motions 

(011): During the Application Period, Lincoln assisted Baker with financial analyses related to 

evaluating and/or responding to issues impacting the tort claimants and/or motions filed by the 

Debtors, including Lazard’s retention application, STIP motion, Wildfire Assistance Fund, and 

other motions and matters. Lincoln researched topics relevant to the motions and issues, prepared 

various analyses, and presented findings and recommendations to Counsel. In addition, Lincoln 

prepared declarations in support of its findings and the filings prepared by Counsel. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 187.10 hours and $168,754.50 in fees.

l. Committee Related Matters - Diligence / Meetings / Calls (012): This task 

code encompassed substantial time for services rendered to the TCC including preparation of 

presentations; attending regularly scheduled (typically weekly) committee meetings including 

physical fire site visits such as Ghost Ship, the Atlas Fire Zone, and Paradise; and participation in 

other regular communications with individual TCC members outside of the scheduled weekly 

meetings. Lincoln assisted the TCC with evaluating the numerous issues and topics covered in this 

Fee Application and assessing their potential financial impact to tort claimants and/or their eventual 

recovery. Lincoln prepared and presented numerous analyses, presentations and recommendations 

to the TCC on various topics including the Debtors’ financial and operational position, the proposed 

DIP, First Day motions, the Ad Hoc Committee of Unsecured Noteholders’ term sheet, Wildfire 

Fund Recovery motion, STIP motion, and the Wildfire Safety Plan, among many others. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 300.70 hours and $271,431.75 in fees.

m. Bankruptcy Filings and Document Review (013): During the Application 

Period, Lincoln reviewed and evaluated various other documents, motions, and filings that are not 

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covered under a specific task code in this Fee Application. This includes the Debtors’ motion and 

objections to extend the exclusivity period, bar date and notice procedures motion, TURN and 

equity committee motions and holdings, retention applications, and CPUC findings, among others. 

Lincoln reviewed the reasonableness of the requested relief, the impact the requested relief will 

have on the Debtors’ operations and financial position, and the impact the requested relief may 

have on the tort claimants or their ultimate recovery. Lincoln also regularly reviewed the Debtors’ 

and third-party media coverage to monitor and evaluate developments related to the Cases and the 

impact, if any, to the tort claimants. 

One junior Lincoln professional daily reviewed the court dockets. This associate 

summarized and circulated important and relevant filings internally to ensure the engagement team 

stayed informed of key filings and case developments in a timely and cost-efficient manner. A 

separate Lincoln junior professional monitored, on a daily basis, the Debtors’ and third-party media 

coverage, including news articles from regional and national media outlets, restructuring 

publications, subscription databases and regulatory websites. This associate monitored and 

analyzed developments, trends, and market sentiment related to the Debtors, regulators, thirdparties, and tort victims. Similar to the key docket filings, key media coverage articles and/or 

publications were circulated to the engagement team and, in certain instances, Counsel and the 

TCC. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 266.50 hours and $195,717.50 in fees.

n. Review of Executory Contracts and Related Analysis (014): During the 

Application Period, Lincoln reviewed and evaluated various executory contracts, including the 

power purchase agreements and the Quanta Energy Services contract(s). Lincoln’s analysis 

included understanding the requirements under each contract; monetary considerations; cure costs, 

if any; business and operations impact of assuming and rejecting these contracts; and review of 

potential alternatives to these contracts. Lincoln also analyzed the scope and benefits of the 

contracts, if appropriate, as it relates to the Debtors’ Wildfire Safety Plan. 

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The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 25.90 hours and $20,040.50 in fees.

o. Review of Employee-Related Matters, Including Retention Plans (015): 

Time billed to this category primarily focused on the review and analysis of the proposed 2019 

STIP and the retention of William Johnson as Chief Executive Officer of PG&E Corporation.

Lincoln evaluated and analyzed the Debtors’ proposed STIP. This included a review of the 

plan terms; plan participants; performance metrics at threshold, target, and maximum levels; plan 

costs and the timing of plan payments. Lincoln performed various analyses to evaluate the proposed 

STIP relative to similar peers in the utility industry, comparable bankruptcy cases, and the Debtors’ 

historical incentive plans. Lincoln prepared numerous presentations for Counsel and the TCC to 

summarize and analyze the proposed STIP that assisted Counsel in modifying and improving the 

STIP for greater weighting on safety performance. 

Lincoln also analyzed Mr. Johnson’s compensation package including the annual equity 

awards and the one-time performance-based stock options. Lincoln evaluated Mr. Johnson’s 

compensation relative to similar peers in the industry and past CEOs at the Debtor. Lincoln 

considered the cost of Mr. Johnson’s compensation package at various performance levels and at 

various share prices post-emergence. Lincoln prepared a presentation for Counsel and the TCC that

summarized and analyzed Mr. Johnson’s compensation package. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 282.70 hours and $219,059.50 in fees.

p. Review of Claims and Related Analysis (016): During the Application 

Period, Lincoln evaluated and analyzed various claims including the size, type, and expected 

treatment of the claims post-petition and upon emergence. Lincoln reviewed and considered 

information provided by the Debtors, the Operational Integrity Supplier motion, the 503(b)(9) 

Procedures motion, the Lien Claimant motion, and other documents to understand the proposed 

size and validity of various claims. Lincoln assessed the reasonableness of the proposed treatment 

of the claims, the potential impact to the Debtors’ operations, and the potential impact to the tort 

claimants and their ultimate recovery. 

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The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 40.80 hours and $32,026.00 in fees.

q. Asset Sale(s), Strategic Alternatives, and Related Analysis (017): Time 

billed to this category relates to evaluating various strategic alternatives available to the Debtors 

including potential sale(s) of core and non-core assets. Lincoln reviewed and evaluated the Debtors’ 

comprehensive asset portfolio for identifying potential sale(s) of assets, including electrical 

generating, distribution and transmissions assets, natural gas transmission and distribution assets, 

and real estate assets. In reviewing the potential sale(s) of assets, Lincoln considered the nature of 

the Debtors’ asset base, impact to operations from the sale(s), and the estimated recovery value, if 

any. Lincoln performed diligence on the assets based on publicly available information including 

the SEC, CPUC, and FERC and based on information supplied by the Debtors. Lincoln also 

evaluated the impact of the CPUC and other regulatory proceedings on any asset sale(s). Lincoln 

prepared presentations for Counsel and the TCC summarizing and analyzing the Debtors’ asset 

portfolio and the potential impact of any asset sale(s). 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 143.20 hours and $107,254.00 in fees.

r. Benchmarking and Related Analysis (020): Time billed to this category 

includes analyzing the Debtors’ business and operating performance relative to competitors and/or 

other similar utility companies. Lincoln performed significant research to identify a set of 

comparable companies with characteristics similar to the Debtors, considering such factors as 

nature and size of operations, operating history, geographic region, financial performance and 

regulatory oversight. Using similar characteristics, Lincoln also developed a list of precedent 

transactions involving companies similar to the Debtors. Lincoln compiled various operating 

metrics of the Debtors’ business, including revenue, rate base and profitability, and Lincoln 

compared these operating metrics to those of the comparable public companies. These comparisons 

helped Lincoln understand the financial and operational performance of the Debtors relative to 

comparable companies and the potential impact to its enterprise value. 

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The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 111.1 hours and $63,084.50 in fees.

s. Term Sheets, Plan, and Disclosure Statement Analysis (021): Time billed to 

this category includes reviewing and evaluating term sheets, proposals, and plans submitted by the 

Debtors and other parties in interest including the Ad Hoc Committee of Unsecured Noteholders. 

Lincoln performed various analyses to understand, among other things, the consideration and 

potential recoveries to the tort claimants, plan funding, proposed capital structure, total enterprise 

value of the Debtors, and overall feasibility of the illustrative plans. Lincoln prepared numerous 

presentations to summarize and analyze the term sheets, proposals, and plans for Counsel and the 

TCC. 

The total hours and amount charge by Lincoln to this matter during the Application Period 

represents 56.9 hours and $52,495.50 in fees.

t. Deposition(s), Testimony, Court Hearing(s), and Related Preparation / 

Attendance (023): Time billed to this category includes preparation and attendance of court 

hearings, testimony and depositions – in person or by phone. Preparation included strategy 

discussions internally and with Counsel; reviewing hearing specific filings including motions, 

objections, and replies; and reviewing previously prepared work product by Lincoln or other 

advisors. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 78.70 hours and $85,626.50 in fees. 

u. Travel Time - Non Working Travel (024): 

This task code encompassed the non-working travel time spent by Lincoln personnel 

travelling to and from court hearings. This task code also included depositions and meetings with 

the TCC, Counsel, and other professionals. Non-working travel time has been discounted by 50% 

from Lincoln’s standard professional hourly rates. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 117.4 hours and $132,463.25 in fees.

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v. Project Administration (025): Time spent in this category related to 

Lincoln’s planning, strategizing, and coordinating of case-related efforts, including the 

development of work streams, staffing of resources, and internal communication of project 

allocation(s) to avoid unnecessary duplication of efforts. Given the scope and complexities of the 

Cases, significant time in March was devoted to establishing an effective plan and approach to 

support Counsel and the TCC. This code also includes the establishment of an internal work site 

to house the task and time tracking databases, key filings, and various work product prepared for 

Counsel and the TCC. To coordinate efforts, Lincoln held a weekly internal meeting to discuss 

outstanding deliverables, allocate new tasks between team members, and discuss new case 

developments that may have an impact to the TCC. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 164.50 hours and $129,257.50 in fees.

w. Professional Retention (026): Time billed to this category related to the 

professional retention of Lincoln by the TCC, including drafting retention papers, negotiating the 

terms of engagement, preparing conflicts and disclosure statements, and developing a work plan 

along with Counsel that ensured no overlapping responsibilities between Lincoln and other advisors 

to the TCC.

The total hours and amount charged by Lincoln to this matter during the Application Period 

represents 77.30 hours and $59,083.50 in fees.

x. Other/Miscellaneous (028): Time spent in this category related to the 

various miscellaneous case administration tasks including utilizing junior professional support 

members for cost-efficiency to prepare materials for TCC meetings, court hearings, and meetings 

with Counsel and other professionals. 

The total hours and amount charged by Lincoln to this matter during the Application Period 

are 23.90 hours representing $6,244.50 in fees.

y. Fee Application Preparation (029): Lincoln’s work in this task code 

consisted of preparing monthly fee statements to comply with local and federal rules including 

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reviewing timekeeping records for privileged, confidential, and work product issues; reducing time 

and expense entries; and working with Counsel to draft the fee application motion. 

The total hours and amount charged by Baker to this matter during the Application Period 

represents 23.80 hours and $15,561.00 in fees. 

CONCLUSION

12. Lincoln believes that this Application appropriately sets forth the significant 

services Lincoln performed on behalf of the TCC and provides this Court, the UST, the Fee 

Examiner, the Debtors’ creditors, and other interested parties with an insightful overview of the 

scope of services rendered. Thus, Lincoln respectfully submits that the fees and expenses sought 

herein are reasonable and that the services rendered were necessary, effective, efficient, and 

economical. Accordingly, Lincoln respectfully requests that this Application for allowance of fees 

and expenses, on an interim basis, be granted in all respects.

Dated: November 8, 2019 LINCOLN PARTNERS ADVISORS LLC

By: /s/ Brent C. Williams

Financial Advisor to the Official Committee of Tort 

Claimants

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CERTIFICATION

I, Brent C. Williams, declare as follows:

The following facts are personally known to me, and if called to do so, I could and would 

competently testify thereto.

1. I am a Managing Director and Co-Head of Lincoln’s Special Situations Group at 

Lincoln Partners Advisors LLC (“Lincoln”). I submit this certification in support of the First 

Interim Application of Lincoln Partners Advisors LLC for Allowance and Payment of 

Compensation and Reimbursement of Expenses for the Period March 1, 2019 through May 31, 

2019 (the “Application”).2

2. I have personally reviewed the information contained in the Application and believe 

its contents to be true to the best of my knowledge, information and belief.

3. The compensation and expense reimbursement sought in this Application, to the 

best of my knowledge, information and belief, after reasonable inquiry, is in conformity with 

sections 330, 331, and 1103 of title 11, United States Code; Rule 2016 of the Federal Rules of 

Bankruptcy Procedure; the Local Rules for the United States Bankruptcy Court for the Northern 

District of California; 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, entered on February 27, 2019; 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; and the Guidelines 

for Compensation and Expense Reimbursement of Professional and Trustees, promulgated 

pursuant to Local Rule 9029-1, governing the narrative portion of fee applications, effective 

February 19, 2014.

2 Capitalized terms not defined have the meanings used in the Application.

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4. The compensation and expense reimbursement requested in this Application are 

billed at rates, in accordance with practices, no less favorable than those customarily employed by 

Lincoln and generally accepted by Lincoln’s clients.

Date: November 8, 2019 LINCOLN PARTNERS ADVISORS LLC

BY: /s/ Brent C. Williams 

 

Financial Advisor to the Official Committee of Tort 

Claimants

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