EXHIBIT A

Case: 19-30088 Doc# 527-1 Filed: 02/20/19 Entered: 02/20/19 21:29:31 Page 1

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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

(SAN FRANCISCO DIVISION)

In re: Case No. 19-30088

PG&E CORPORATION, Chapter 11

San Francisco, California

January 31, 2019

10:04 a.m.

Debtor.

 /

TRANSCRIPT OF PROCEEDINGS

1. MOTION OF DEBTORS FOR ENTRY OF ORDER DIRECTING JOINT

ADMINISTRATION OF CHAPTER 11 CASE

2. MOTION OF DEBTORS FOR INTERIM AND FINAL ORDERS (I)

AUTHORIZING THE DEBTORS TO MAINTAIN INSURANCE POLICIES,

WORKERS’ COMPENSATION PROGRAM, AND SURETY BOND PROGRAM

AND PAY ALL OBLIGATIONS THERETO; AND (ii) GRANTING 

RELIEF FROM THE AUTOMATIC STAY WITH RESPECT TO 

WORKER’S COMPENSATION CLAIMS

3. MOTION OF DEBTORS TO (A) HONOR PRE-PETITION OBLIGATIONS

TO NATURAL GAS AND ELECTRICITY EXCHANGE OPERATORS;

(B) GRANT ADMINISTRATIVE EXPENSE CLAIMS AND AUTHORIZE

POSTING OF COLLATERAL TO EXCHANGE OPERATORS TRADING

COUNTER-PARTIES AND FUTURE COMMISSION MERCHANTS; 

(C) MODIFY THE AUTOMATIC STAY; AND

(D) GRANTED RELATED RELIEF

4. APPLICATION OF DEBTORS FOR ORDER APPOINTING 

JASON P. WELLS AS RESPONSIBLE INDIVIDUAL

5. MOTION OF DEBTORS FOR INTERIM AND FINAL AUTHORITY TO

(I)(A) CONTINUE EXISTING CASH MANAGEMENT SYSTEM,

(B) HONOR CERTAIN PRE-PETITION OBLIGATIONS RELATED TO

THE USE THEREOF, (C) CONTINUE INTER-COMPANY 

ARRANGEMENTS, (D) CONTINUE TO HONOR OBLIGATIONS

RELATED TO JOINT INFRASTRUCTURE PROJECTS, AND

(E) MAINTAIN EXISTING BANK ACCOUNTS AND BUSINESS FORMS; 

AND (II) WAIVING THE REQUIREMENTS OF 11 U.S.C. 345(b)[7]

6. MOTION OF DEBTORS FOR INTERIM AND FINAL ORDERS

ESTABLISHING NOTIFICATION PROCEDURES AND APPROVING 

RESTRICTION ON CERTAIN TRANSFERS OF STOCK OF, AND

CLAIMS AGAINST, THE DEBTORS

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7. MOTION OF DEBTORS FOR INTERIM AND FINAL ORDERS 

(I) AUTHORIZING DEBTORS TO (A) MAINTAIN AND ADMINISTER

CUSTOMER PROGRAMS, INCLUDING PUBLIC PURPOSE PROGRAMS,

AND (B)HONOR ANY PRE-PETITION OBLIGATIONS RELATING

THERETO; AND (II) AUTHORIZING FINANCIAL INSTITUTIONS

TO HONOR AND PROCESS RELATED CHECKS AND TRANSFERS

8. MOTION OF DEBTORS FOR (I) INTERIM AND FINAL AUTHORITY

TO PAY PRE-PETITION OBLIGATIONS OWED TO SHIPPERS,

WAREHOUSEMEN, AND OTHER LIEN CLAIMANTS; AND (II) GRANTING

ADMINISTRATIVE EXPENSE PRIORITY STATUS FOR CLAIMS

ARISING FROM GOODS DELIVERED TO THE DEBTORS POST-PETITION

9. MOTION OF DEBTORS FOR INTERIM AND FINAL AUTHORITY TO

(I) PAY PRE-PETITION WAGES, SALARIES, WITHHOLDING

OBLIGATIONS, AND OTHER COMPENSATION AND BENEFITS;

(II) MAINTAIN EMPLOYEE BENEFITS PROGRAMS; AND

(III) PAY RELATED ADMINISTRATIVE OBLIGATIONS

10. MOTION OF DEBTORS FOR ENTRY OF ORDER (I) EXTENDING

TIME TO FILE SCHEDULES OF ASSETS AND LIABILITIES AND

STATEMENTS OF FINANCIAL AFFAIRS, AND (II) EXTENDING

TIME TO FILE 2015.3 REPORTS

11. MOTION OF DEBTORS FOR INTERIM AND FINAL AUTHORITY TO

PAY CERTAIN PRE-PETITION TAXES AND ASSESSMENTS AND

GRANTING RELIEF

12. MOTION OF DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING

THE FILING UNDER SEAL OF THE PROPOSED DEBTOR IN POSSESSION

FINANCING FEE LETTERS

13. MOTION OF DEBTORS FOR ENTRY OF ORDER (I) WAIVING THE

REQUIREMENTS TO FILE LISTS OF CREDITORS AND EQUITY HOLDERS

AND GRANTING RELATED RELIEF; AND (II) AUTHORIZING AND

APPROVING PROCEDURES FOR PROVIDING NOTICE OF THE

COMMENCEMENT OF CHAPTER 11 CASES

14. DEBTORS’ APPLICATION FOR APPOINTMENT OF PRIME CLERK LLC

AS CLAIMS AND NOTICING AGENT

15. MOTION OF DEBTORS FOR INTERIM AND FINAL ORDERS (I)

AUTHORIZING THE DEBTORS TO OBTAIN SENIOR SECURED,

SUPER-PRIORITY, POST-PETITION FINANCING, (II) GRANTING

LIENS AND SUPER-PRIORITY CLAIMS, (III) MODIFYING THE

AUTOMATIC STAY (IV) SCHEDULING FINAL HEARING, AND

(V) GRANTING RELATED RELIEF

16. MOTION OF DEBTORS FOR INTERIM AND FINAL AUTHORITY

TO PAY PRE-PETITION OBLIGATIONS OWED TO CERTAIN SAFETY

AND RELIABILITY, OUTAGE, AND NUCLEAR FACILITY SUPPLIERS

17. MOTION OF DEBTORS FOR ENTRY OF ORDER AUTHORIZING

OVERSIZE BRIEFING FOR CERTAIN FIRST-DAY MOTIONS

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99

THE COURT: Ms. Liou, good afternoon.

MR. LIOU: Good afternoon, Your Honor, Jessica

Liou from Weil Gotshal and Manges, here on behalf of the

Debtors. The next item on the agenda is Docket Entry No.

11, Agenda Item 12, which is the Debtors’ motion seeking

approval to pay certain pre-petition taxes and assessments

and granting related relief.

THE COURT: And the way I read it, you get interim

authority, temporary –- I mean remedial authority for

around 11 million dollars to pay and then at the final

hearing 139 million. Some are priority claims; some are

post-petition, a variety of things. 

MS. LIOU: That’s correct.

THE COURT: Are there any objections that you

received?

MS. LIOU: Absolutely none that I’m aware of.

THE COURT: Anyone either in the court or the

overflow or on the phone want to be heard on the tax

motion?

(No response.)

I have no objections. I reviewed it, understand

it. That motion will be granted.

MR. LIOU: Thank you very much, Your Honor.

Next on the agenda is Item No. 13. It’s Docket

Entry No. 16. It’s what the Debtors have termed their

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Public Programs and Customer Programs Motion. As Your

Honor may be aware, we did receive a couple of filed

statements in response to the Customer Program Motion. I’d

like to take a moment to go through those on the record

with Your Honor and indicate where we have resolved certain

of the statements. I also do want to note that we have

been working extensively with the staff of the CPUC

regarding the motion itself and the provisions of the

order, and that the U.S. Trustee’s office has not objected

to this requested relief.

THE COURT: Okay.

MR. LIOU: At Docket No. 66, Sonoma Clean Power

Authority filed a statement in support and reservation of

rights. We have communicated with their attorneys and

confirmed that their issues are all resolved. They have

filed a separate statement in connection with entry of the

DIP order and given that there were some proposed changes

to the DIP order, that is fully resolved –- their issues

with respect to not only the DIP, but also this Customer

Programs Motion.

THE COURT: Okay. That’s good to hear. 

MS. LIOU: At Docket No. 147, that’s ChargePoint,

Inc.’s conditional non-opposition that was filed. We have

worked out some language with them that I believe fully

resolves their conditional non-opposition, and they now

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101

support the relief requested. I will go through those

interlineated edits in the order in a moment because I

believe that those edits also resolve Docket Item No. 158

which is the preliminary objection filed on behalf of

various California State Agencies.

THE COURT: Well again, as you heard me speak

earlier this morning, I just have not been able to keep up

with the pace. So you summarized what’s there, and to the

extent that you or the Debtor has resolved them, we will

make that on the record and go from there and get

confirmation from any counsel.

MS. LIOU: Correct.

THE COURT: And I did look over the ChargePoint

one because that was one that came in a little earlier, and

I understand it. So that’s fine. 

MS. LIOU: Yes. And there are two other remaining

statements. That’s Docket Entry No. 156 filed on behalf of

Marin Clean Energy. We confirmed with counsel that that is

also fully resolved. We confirmed with Marin Clean Energy

that their program is part of the customer programs

included in the motion.

THE COURT: Okay. Well, that’s it. That’s the

easy way to get people to come around is to get them on the

program.

MS. LIOU: That’s right. And then the last one is

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102

Docket No. 170. That’s Air (could be Area) Petroleum

Reservation of Rights that was filed. I do not believe

that there’s any action required as a result of that

reservation of rights being filed at this point in time.

THE COURT: So you probably heard me have some

conversation earlier in the day with your colleague, and

this one is the one that is teed up as a two-step motion,

but if I grant the motion, there’s nothing to do really at

the final hearing other than to ratify it, right?

MS. LIOU: That’s correct.

THE COURT: Yeah. I mean I guess what I want –- I

just want to make sure we’re clear that –- I’m sure in your

experience and in my experience and in a lot of the

bankruptcy lawyers’ experience, as I said earlier, this

concept of a preliminary hearing and a certain amount of

things happening, whether it be money borrowed or payments

made, followed by more, gives people an opportunity

particularly when we’re operating under this enormously

tight time schedule, but this one looked like, okay,

there’s a lot of money being spent and there’s going to be

a final hearing, but by the time of the final hearing, the

money is either all spent or committed. 

MR. LIOU: Well, I think that there’s actually a

significant portion of the relief that is reserved for the

final hearing. We do provide an estimate in the motion of

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103

what we anticipate we will spend during the interim period

which is about approximately 215 million dollars plus any

additional CPUC costs on top of that. But I share your

concern. Your Honor, I would just say that, you know, this

motion is critically important to many constituencies for

many reasons.

THE COURT: Oh, I know it is. I mean I’m

absolutely convinced. And that was my point, and maybe I

missed it, but think in one or two of the other similar

motions –-

MR. LIOU: There is no interim cap if that’s the

question that you’re asking.

THE COURT: Well, I think, for example, in a

couple of the other ones, I had a table with “X” dollars to

be spent now; “Y” dollars to be spent later, and I just

wanted to get a sense. I’m not opposing this; I’m not

going to impose anything on my own, and the people that

have had a chance to weigh in on it, including some counsel

behind you, that’s fine. And we don’t need to dwell on it

now. In fact, why don’t I shut up and see what the

gentlemen behind you want to say.

MS. LIOU: Sure. But, Your Honor, if I may, at

least go through the changes to the proposed order that we

had agreed to with two of the parties that have filed

statements.

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104

THE COURT: All right. Okay.

MS. LIOU: If you have a copy of the order in

front of you.

THE COURT: I do. Yes, I do.

MS. LIOU: All right. The only changes are with

respect to paragraph 2, and if you go about halfway down

into that paragraph, there’s a Romanette ii.

THE COURT: Yes.

MS. LIOU: The original language read: “Continue,

comma, renew, comma, replace, comma, implement, new, comma

and/or terminate one or more of the customer programs. 

There were certain parties who raised concerns about the

termination language and so we have agreed to modify that

language to make clear that the Debtors intend to continue

to perform in accordance with applicable law their

obligations under the customer programs. So we have now

revised that language to Romanette ii: 

“... continue to perform in accordance with

applicable law one or more of the customer

programs.”

THE COURT: Okay. 

MS. LIOU: And then if you go three lines down,

there’s language that reads “as they deem appropriate.” 

We’ve agreed to strike that language. The Debtors will

obviously perform their obligations in the ordinary course

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105

of business in accordance with what Federal, State and

other regulations require. 

THE COURT: Okay. I appreciate that, Ms. Liou. 

Those are the only changes?

MR. LIOU: Yes.

THE COURT: All right. Counsel? Mr. Harris?

MR. HARRIS: Good afternoon, Your Honor, Robert

Harris of Binder and Malter appearing for ChargePoint, Inc.

Ms. Liou has accurately represented our agreed changes to

the order, and we withdraw our objection.

THE COURT: Okay. Thank you, Mr. Harris. Yes,

sir.

MR. PASCUZZI: Good afternoon, Your Honor, Paul

Pascuzzi, Felderstein, Fitzgerald, Willoughby & Pascuzzi. 

We are co-counsel with the California Attorney General’s

Office for various State agencies, the ones –-

THE COURT: I expected you here. You’re a

regular.

MR. PASCUZZI: Thank you, Your Honor. The State

agencies on our pleading in this particular matter are the

California Department of Toxic Substances Control,

California Department of Water Resources, State Water

Resources Control Board, Regional Water Quality Control

Boards and State Energy Resources Conservation and

Development Commission. Your Honor, we do support the

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CERTIFICATE OF TRANSCRIBER

I certify that the foregoing is a correct 

transcript from the digital sound recording of the

proceedings in the above-entitled matter.

DATED: February 5, 2019

By: /s/ Jo McCall 

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