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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)

SECOND INTERIM APPLICATION 

OF LINCOLN PARTNERS ADVISORS 

LLC FOR ALLOWANCE AND 

PAYMENT OF COMPENSATION 

AND REIMBURSEMENT OF 

EXPENSES FOR THE PERIOD JUNE 

1, 2019 THROUGH SEPTEMBER 30, 

2019

 

 Hearing Date: TBD

 

 Objection Date: December 4, 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:

June 1, 2019 through September 30, 2019

Amount of compensation and reimbursement 

are sought:

$4,867,813.00 (100%)

Amount of expense reimbursement sought as 

actual, reasonable, and necessary: $98,444.49

Case: 19-30088 Doc# 4724 Filed: 11/14/19 Entered: 11/14/19 14:13:06 Page 1 of

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SUMMARY OF SECOND 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

9/19/19

(DE 3938)

6/1/19-

6/30/19

$938,498.75 $20,845.23 $750,799.00 $20,845.23 $750,799.00 $20,845.23 $187,699.75

10/15/19

(DE 4211)

7/1/19-

7/31/19

$1,027,310.50 $18,427.10 $821,848.40 $18,427.10 - - $1,045,737.60

11/07/19

(DE 4596)

8/1/19-

8/31/19

$1,440,444.75 $27,960.64 $1,152,355.80 $27,960.64 - - $1,468,405.39

11/14/19

(DE 4719)

9/1/19-

9/30/19

$1,461,559.00 $31,211.52 $1,169,247.20 $31,211.52 - - $1,492,770.52

Total for 

Second 

Interim

Fee 

Application

$4,867,813.00 $98,444.49 $3,894,250.40 $98,444.49 $750,799.00 $20,845.23 $4,194,613.26

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

and Fifth Monthly Fee Statements for June and July 2019. The objection deadline for the Sixth and 

Seventh Monthly Fee Statements for August and September 2019 remain outstanding. 

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28 Billing Total Total

Professional Position Rate Hours Fees

Brent Williams Managing Director $ 1,195 878.2 $ 1,049,449.00

Alex Stevenson Managing Director 1,195 278.0 332,210.00

Brendan Murphy Managing Director 1,095 983.0 1,076,385.00

Sherman Guillema Director 895 162.8 145,706.00

Peter Gnatowski Vice President 795 1,084.0 861,780.00

Matt Merkel Associate 695 612.7 425,826.50

Erik Ellingson Associate 695 244.7 170,066.50

Naeem Muscatwalla Senior Analyst 495 333.1 164,859.75

Riley Jacobs Analyst 395 691.8 273,261.00

Alex Gebert Analyst 395 842.7 332,866.50

Zack Stone Analyst 395 234.2 92,509.00

Jane Su Professional Support 250 10.7 2,675.00

Subtotal 6,355.9 $ 4,927,594.25

Less: 50% Discount for Non-Working Travel Time (59,781.25)

Grand Total $ 4,867,813.00

SUMMARY OF HOURS INCURRED BY PROFESSIONAL DURING

THE APPLICATION PERIOD

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28 Task Total Total

Code Hours Fees

3 Financial Analysis (Requested by Counsel, or Otherwise) 530.7 $ 360,796.50

4 13-Week Cash Flow / MOR / Liquidity Analysis 164.1 107,669.50

5 Due Diligence of Debtor's Assets and Liabilities 314.8 220,606.00

6 Due Diligence of Wildfire Safety Plan and Related Analysis 321.5 250,882.50

7 Debtor Professionals - Diligence / Meetings / Calls 100.5 89,547.50

8 UCC Professionals - Diligence / Meetings / Calls 10.5 9,707.50

9 Other Professionals / Interested Parties - Diligence / Meetings / Calls 112.2 128,179.00

10 Tort Claimants (Counsel/FA) - Diligence / Meetings / Calls 197.0 212,625.00

11 Assist Counsel in Responses / Objections to Bankruptcy Court Motions 99.5 80,272.50

12 Committee Related Matters - Diligence / Meetings / Calls 444.8 459,046.00

13 Bankruptcy Filings, Motions and Other Document Review 471.9 319,065.75

14 Review of Executory Contracts and Related Analysis 156.7 102,776.50

15 Review of Employee-Related Matters, Including Retention Plans 182.5 126,627.50

16 Review of Claims and Related Analysis 178.3 138,548.50

17 Asset Sale(s), Strategic Alternatives, and Related Analysis 112.3 85,088.50

18 Analysis of New Debt or Equity Capital 159.6 118,262.00

19 Analysis of Pro-Forma Capital Structure, and Related Analysis 161.6 103,972.00

20 Benchmarking and Related Analysis 311.8 183,851.00

21 Term Sheets, Plan, and Disclosure Statement Analysis 1,087.4 886,123.00

22 Review of Discovery Documents and Deposition Preparation (Witnesses) 39.5 39,932.50

23 Deposition(s), Testimony, Court Hearing(s), and Related Preparation / Attendance 131.2 123,284.00

24 Business Plan 119.1 100,874.50

25 Regulatory and Legislative Matters, and Related Financial Analysis 347.8 239,651.00

26 Travel Time - Non Working Travel 107.5 119,562.50

27 Project Administration 183.3 143,492.00

31 Fee Application Preparation 309.8 177,151.00

Subtotal 6,355.9 4,927,594.25

Less: 50% Discount for Non-Working Travel Time (59,781.25)

Grand Total 6,355.9 $ 4,867,813.00

Task Description

SUMMARY OF HOURS INCURRED BY PROJECT CATEGORY DURING 

THE APPLICATION PERIOD

1

 

Note: Task codes were modified between June 2019 and July 2019 fee applications to account for additional work streams

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28 Expense Type Amount

Airfare $35,342.39

Car Rental $842.08

Data Processing / Materials For Committee $69.35

Ground Transportation (In-Town - Taxi/Uber/Car Service) $3,119.34

Ground Transportation (Out-of-Town - Taxi/Uber/Car Service) $4,576.44

Hotel Stay (Traveling) $21,703.83

Internet/Online Fees $436.70

Meals - In Town Only $1,689.27

Meals - Out-of-Town Travel Only $4,670.51

Other / Miscellaneous $660.32

Parking $1,245.80

Printing/Photocopying (In-House) $3,284.20

Research (Databases) $18,000.00

Teleconferencing $1,324.76

Transcripts $1,479.50

Total $98,444.49

SUMMARY OF EXPENSES INCURRED DURING

THE APPLICATION PERIOD

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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 Second Interim Fee 

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

performed by Lincoln for the period commencing June 1, 2019 through and including September 

30, 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 $4,966,257.49, which sum represents compensation for 

professional services rendered in the amount of $4,867,813.00 and reimbursement for expenses 

incurred in the amount of $98,444.49. 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 second 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 $4,966,257.49, which sum represents 

compensation for professional services rendered in the amount of $4,867,813.00 and 

reimbursement for expenses incurred in the amount of $98,444.49. 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 (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 assignments and case 

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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. 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 other public sources. Lincoln created 

various models and analyses, including an operating financial model, a waterfall recovery model,

and analyses related to the Debtors’ historical and projected capital expenditures, outstanding 

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make-whole premiums, and other financial and operational analyses. This assisted Counsel and the 

TCC in understanding the Debtors’ 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 530.70 hours and $360,796.50 in fees.

b. 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 Debtors, 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 Debtors, 

when applicable. Lincoln also reviewed the Debtors’ May through August monthly operating 

results to assess and evaluate the Debtors’ monthly financial performance, account balances of 

certain assets and liabilities, including wildfire-related claims and reserves, and payments on prepetition obligations, among others. Lincoln frequently advised 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 164.10 hours and $107,669.50 in fees.

c. 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’s 

diligence efforts during the Applicable Period focused on reviewing and evaluating the Debtors’ 

insurance policies; corporate, gas and electrical assets; liabilities related to fire claims; and other 

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financial and operational due diligence requests. Lincoln’s analysis included assisting Counsel with 

researching and evaluating the Debtors’ historical disclosures for wildfire and non-wildfire 

liabilities, including the 2015 Butte Fires, 2017 North Bay Fires, and the 2018 Camp Fire. Lincoln 

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

assets, and liabilities. 

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

represents 314.80 hours and $220,606.00 in fees.

d. 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 reviewing and evaluating regular updates to 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. In August 

2019, Lincoln attended an in-person wildfire safety meeting and toured the Wildfire Safety 

Operations Center. 

Lincoln reviewed and evaluated various metrics and targets of the WSP, including 

vegetation management, system hardening, inspections, power safety shutoff programs (including 

de-energizations occurring during the Application Period), and situational awareness, among 

others. Lincoln analyzed the Debtors’ periodic status updates regarding the WSP and the Wildfire 

Assistance Fund, including plan progress, actual results to plan targets, and reasons for variances 

to plan. Lincoln closely monitored WSP categories that were behind plan, including enhanced 

vegetation management, and the Debtors’ plans for the upcoming fire season. Lincoln also 

considered the many wildfire safety requirements and findings of the CPUC, Governor Gavin 

Newson’s Strike Force report, Blue Ribbon Commission report, the Federal Monitor’s Report, and 

various requests from Judge Alsup, among others. 

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 

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

legislative and regulatory updates related to the WSP.

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

represents 321.50 hours and $250,882.50 in fees.

e. 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., to discuss and negotiate 

matters related to the Cases including business diligence, liquidity forecasts, the business plan, 

monthly operating reports, WSP, Key Employee Incentive Plan (“KEIP”) and other filed motions 

and matters. 

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

represents 100.50 hours are $89,547.50 in fees.

 f. 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, KEIP, other filed motions and matters.

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

represents 10.50 hours and $9,707.50 in fees. 

g. 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 112.20 hours and $128,179.00 in fees.

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

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

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

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 197.00 hours and $212,625.00 in fees.

i. 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 the proposed KEIP and the termination of exclusivity. At Counsel’s request, 

Lincoln researched and analyzed support materials related to the requested relief and presented its 

findings and recommendations to Counsel. If requested by Counsel, Lincoln prepared declarations 

in support of its recommendations and findings. 

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

represents 99.50 hours and $80,272.50 in fees.

j. 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, and 

participation in other regular communications with individual TCC members and sub-committees 

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, WSP, waterfall and recovery analysis, term sheets and proposals, plans 

of reorganization, negotiations with the Debtors and interested parties, and regulatory and 

legislative updates, among many others. 

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

represents 444.80 hours and $459,046.00 in fees.

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

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

covered under a specific task code in this Fee Application. 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, summarized, and circulated all relevant 

court dockets internally to ensure the engagement team stayed informed of key filings and case 

developments in a timely and cost-efficient manner. Additional Lincoln junior professionals daily 

monitored the Debtors’ and third-party media coverage, including news articles from regional and 

national media outlets, restructuring publications, subscription databases and regulatory websites. 

A Lincoln professional (junior or senior depending on underlying topic) monitored and analyzed 

developments, trends, and market sentiment related to the Debtors, regulators, third parties, 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 471.90 hours and $319,065.75 in fees.

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

Application Period, Lincoln reviewed and evaluated various filings and motions to assume leases 

or executory contracts. Lincoln also evaluated the power purchase agreements, power charge 

indifference adjustments and the community choice aggregators and assessed their impact to the 

Debtors operations. 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. 

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

represents 156.70 hours and $102,776.50 in fees.

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

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

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

of Andrew Vesey as Chief Executive Officer and President of the Utility.

Lincoln evaluated and analyzed the Debtors’ proposed KEIP including the plan terms; plan 

participants; performance metrics at threshold, target, and maximum levels; standards compared to 

the previously approved STIP; plan costs and the timing of plan payments. Lincoln performed 

various analyses to evaluate the proposed KEIP 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 and assisted Counsel in preparation of the 

objection and for the Court hearing. 

Lincoln also analyzed Mr. Johnson’s and Mr. Vesey’s compensation package including the 

annual equity awards and the one-time performance-based stock options. Lincoln evaluated Mr. 

Johnson’s and Mr. Vesey’s compensation relative to similar peers in the industry and past CEOs at 

the Debtors. Lincoln considered the cost of Mr. Johnson’s and Mr. Vesey’s compensation packages 

at various performance levels and at various share prices post-emergence. Lincoln prepared 

presentations for Counsel and the TCC that summarized and analyzed Mr. Johnson’s and Mr. 

Vesey’s compensation packages. 

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

represents 182.50 hours and $126,627.50 in fees.

n. 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 pre-petition, post-petition and upon emergence. Lincoln considered 

information provided by the Debtors, various motions such as the Operational Integrity Supplier 

and the 503(b)(9) Procedures motions, and other documents to understand the proposed size and 

validity of various claims. Lincoln’s claims analysis considered the filings and relief from stay on 

the Tubbs claims and estimation conferences.

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Lincoln reviewed and evaluated the Debtors’ $1 billion public entity settlement and the 

accruals related to wildfire liabilities for the 2015 Butte Fire, 2017 North Bay Fires and the 2018 

Camp Fire. Lincoln also researched and evaluated bankruptcy and settlement precedents 

surrounding claims from FEMA, CAL Fire, and other various state or federal agencies. 

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

represents 178.30 hours and $138,548.50 in fees.

o. 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. 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 assessed and evaluated the Debtors’ De Minimis 

Asset Sales motion and regular reporting on Real Estate Transactions. 

Lincoln reviewed and performed analysis on the asset sale proposal by the city of San 

Francisco including an overview of the proposed financing, targeted assets, required transaction 

conditions, divestiture impact on the Debtor, and implied rate base valuation, among others. 

Lincoln evaluated the impact of the CPUC and other regulatory proceedings on any asset 

sale(s) including the impact of AB 1054 and CPUC restrictions on proceeds of asset sales, among 

many others. Lincoln prepared presentations for Counsel and the TCC summarizing and analyzing 

the Debtors’ asset portfolio, offers to acquire assets, requested motions to sell assets, and the 

potential impact of any asset sale(s) for recoveries to tort claimants. 

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

represents 112.30 hours and $85,088.50 in fees.

 p. Analysis of New Debt or Equity Capital (018): Time billed to this category 

includes analyzing new debt or equity capital financing proposals as part of the Debtors and/or the 

Ad Hoc Committee of Unsecured Noteholders plans of reorganization. Lincoln analyzed and 

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compared the related debt commitment letters, confident letters, and equity backstop commitment 

letters in accordance with the respective plans of reorganization. Lincoln reviewed and evaluated 

the key terms and conditions, termination rights, feasibility and the cost of capital, among other 

terms. Lincoln advised Counsel and the TCC regarding the debt commitment letters, confident 

letters, and equity backstop commitment letters under both plans and the potential impact to tort 

claimants and their recovery. 

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

represents 159.60 hours and $118,262.00 in fees.

 q. Analysis of Pro-Forma Capital Structure, and Related Analysis (019): Time 

billed to this category includes analyzing the pro-forma capital structure under the Debtors and/or 

Ad Hoc Committee of Unsecured Noteholders plans of reorganization. Lincoln analyzed the prepetition interest expense, post-petition interest expense, and proposed interest expense under each 

plan of reorganization. Lincoln analyzed the interest rate impact between the Federal Judgment 

Rate and the contract rates on pre-petition debt. Lincoln also researched and evaluated the expected 

credit rating for the Debtors upon emergence under various plan scenarios. As part of the illustrative 

S&P credit rating analysis, Lincoln performed diligence on the business plan assumptions provided 

by the Debtor, analyzed the funds-from-operations-to-debt ratio and reviewed the comparable 

company S&P Ratings Direct credit rating metrics. 

Lincoln advised Counsel and the TCC regarding the pro-forma capital structure under both 

plans and outlined the potential impact to tort claimant recoveries. The total hours and amount 

charged by Lincoln to this matter during the Application Period represents 161.60 hours and 

$103,972.00 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 companies. Lincoln performed significant research to identify and refine 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 and refined a list of 

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precedent transactions involving companies similar to the Debtors. Lincoln spent significant time 

analyzing and reviewing public filings and relevant investor presentations of the selected public 

companies to compile and compare various operating metrics of the Debtors’ business, including 

total operating revenue, rate base and profitability. 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 and equity value. Lincoln also reviewed and compared 

similar analyses from third-party advisors. Lincoln regularly updated the benchmarking analysis to 

assist in evaluating the Debtors’ potential enterprise value in conjunction with new proposals, terms 

sheets and plans of reorganization. 

Lincoln also reviewed and benchmarked other comparable securities offered under various 

term sheets and plans of reorganization including bonds and preferred equity instruments. Lincoln 

evaluated key terms of the proposed bonds such as principal, term, conditions and coupon, among

others. Lincoln also researched and evaluated other bankruptcy precedents for comparable 

mandatory preferred equity structures and terms, including PIK rates, conversion periods, and 

discounts for converting to common equity. Lincoln compared the results of the bond and preferred 

equity analysis to the proposed capital structures in the term sheets and plans of reorganization to 

assess the reasonableness of the requested securities. 

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

represents 311.80 hours and $183,851.00 in fees.

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

this category includes devoting significant time to reviewing and evaluating term sheets, proposals, 

and plans submitted by the Debtors and other interested parties including the Ad Hoc Committee 

of Unsecured Noteholders and the Ad Hoc Group of Subrogation Claim Holders. Lincoln 

performed various analyses to understand the potential recoveries to tort claimants including, 

among other things, the total consideration, form of consideration, plan funding, proposed capital 

structure, total enterprise value, equity value, and overall feasibility of the illustrative plans. Lincoln 

spent significant time comparing and evaluating the various plans of reorganization including all 

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amendments to term sheets, iterations and the supplemental materials prepared by the Debtors, 

interested parties and their advisors. Lincoln prepared numerous presentations and recovery and 

waterfall analyses to assist Counsel and the TCC in evaluating the proposals. Lincoln also assisted 

in drafting revised term sheets and proposals to assist Counsel, Lincoln and the TCC in the 

negotiations with the Debtors and interested parties. 

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

represents 1,087.40 hours and $886,123.00 in fees.

 t. Review of Discovery Documents and Deposition Preparation (Witnesses) 

(022): Time billed to this category includes assisting Counsel in preparation of depositions 

including reviewing, analyzing, and summarizing discovery documents and preparing deposition 

questions related to financial topics. Discovery documents were typically loaded onto a third-party 

data site by Baker for Lincoln to review. 

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

represents 39.50 hours and $39,932.50 in fees.

u. 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. Attendance of depositions included 

various interested parties and advisors from the Debtors, Ad Hoc Committee of Unsecured 

Noteholders, Ad Hoc Group of Subrogation Claim Holders, and the TCC. 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 131.20 hours and $123,284.00 in fees. 

 v. Business Plan (024): Time billed to this category encompasses the review 

and analysis of the Debtors’ updated business plan. Lincoln attended an in-person business plan 

meeting hosted by the Debtors’ management team and their advisors. Lincoln reviewed and 

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up materials to fully evaluate the Debtors’ financial and operational projections including operating 

revenues, operating expenses, capital expenditures, and profitability, among others. Lincoln also 

reviewed and evaluated the Debtors’ plans for infrastructure and wildfire safety investments, cost 

savings initiatives, anticipated cost recovery and the impact to customer rates. These analyses 

allowed Lincoln to evaluate and assess the potential impact that the business plan will have on the 

Debtors’ future enterprise value, proforma capital structure at emergence, and the potential 

distributable value to tort claimants. 

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

represents 119.10 hours and $100,874.50 in fees.

 w. Regulatory and Legislative Matters, and Related Financial Analysis (025): 

Time billed to this category includes all regulatory and legislative matters and analyses related to 

the Cases. Lincoln reviewed and evaluated Assembly Bills No. 1054 and No. 235 and various 

CPUC and FERC applications, proceeding and decisions to assess the potential impact that these 

regulatory and legislative matters may have on the Debtors’ current and future operations, business 

plan, reorganization efforts and any potential impact on the recovery to the tort claimants. Lincoln’s 

review and analysis included the Power Charge Indifference Adjustments Correction, 2020 Cost of 

Capital application, Safety Culture and Governance Order Instituting Investigation, 2020 General 

Rate Case Proceedings, Locate and Mark OII, and the Gas and Transmission and Storage rate cases, 

among many others. Lincoln also reviewed and monitored the expected timelines and milestones 

of Debtors’ regulatory cases and participated in select conferences. 

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

represents 347.80 hours and $239,651.00 in fees.

x. Travel Time - Non Working Travel (026): 

Time billed to this category encompasses 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. 

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

represents 107.50 hours and $119,562.50 in fees.

y. Project Administration (027): Time billed to this category relates 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. This code includes establishing and 

maintaining 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 holds 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 183.30 hours and $143,492.00 in fees.

z. Fee Application Preparation (031): Time billed to this category consists of 

communications relating to and preparing monthly and interim fee statements to comply with local 

and federal rules including 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 309.80 hours and $177,151.00 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 14, 2019

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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 Second 

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

Compensation and Reimbursement of Expenses for the Period June 1, 2019 through September 30, 

2019 (the “Application”).12

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.

 

1 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 14, 2019

LINCOLN PARTNERS ADVISORS LLC

BY: /s/ Brent C. Williams 

 

Financial Advisor to the Official Committee of Tort 

Claimants

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