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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Ray C. Schrock, P.C. (pro hac vice)

(ray.schrock@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

Attorneys for Debtors 

and Debtors in Possession

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)

SUMMARY SHEET TO SECOND

INTERIM FEE APPLICATION OF 

WEIL, GOTSHAL & MANGES LLP 

FOR ALLOWANCE AND PAYMENT OF 

COMPENSATION AND REIMBURSEMENT 

OF EXPENSES FOR THE PERIOD 

MAY 1, 2019 THROUGH AND INCLUDING 

SEPTEMBER 30, 2019

Date: TBD

Time: TBD

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Objection Deadline: December 4, 2019, at 

4:00 p.m. (Pacific Time)

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 1 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

General Information

Name of Applicant: Weil, Gotshal & Manges LLP (“Weil”)

Authorized to Provide 

Professional Services to:

Attorneys for Debtors and Debtors in Possession

Petition Date: January 29, 2019

Retention Date: April 9, 2019 nunc pro tunc to January 29, 2019

Prior Applications: First Interim Fee Application of Weil, Gotshal & 

Manges LLP for Allowance and Payment of 

Compensation and Reimbursement of Expenses 

for the Period January 29, 2019 through and 

Including April 30, 2019 [Docket No. 2988]

Summary of Fees and Expenses Sought in this Application

Time Period Covered by this Application: May 1, 2019 through and including September

30, 2019 (the “Compensation Period”)

Amount of Compensation Sought as Actual, 

Reasonable, and Necessary for the Compensation 

Period: 

$13,573,852.00

Amount of Expense Reimbursement Sought As 

Actual, Reasonable, and Necessary for the 

Compensation Period:

$367,544.47

Total Compensation and Expenses Requested for 

the Compensation Period: $13,941,396.47

Summary of Voluntary Fee and Expense Reductions for the Compensation Period

Amount of Voluntary Reductions to

Compensation Incurred During the 

Compensation Period: $593,297.50

Amount of Voluntary Reductions to Expenses 

Sought Incurred During the Compensation 

Period: $109,368.53

Total Fees and Expenses Allowed Pursuant to Prior Applications

Total Allowed Compensation Paid to Date: N/A

Total Allowed Expenses Paid to Date: N/A

Total Allowed Compensation and Expenses Paid 

to Date 

N/A

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 2 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Total Fees and Expenses Paid to Applicant Pursuant to Monthly Statements but Not Yet Allowed

Compensation Sought in this Application Already 

Paid Pursuant to the Interim Compensation Order

but Not Yet Allowed (80% of Fees in Monthly 

Statements):

$4,246,681.00

Expenses Sought in this Application Already Paid 

Pursuant to the Interim Compensation Order but 

Not Yet Allowed (100% of Expenses in Monthly 

Statements):

$124,857.53

Summary of Rates and Other Related Information in this Application 

Blended Rate in this Application for All 

Attorneys: 

$960.34

Blended Rate in this Application for All 

Timekeepers:

$945.66

Number of Timekeepers Included in this 

Application: 

79 (60 attorneys; 19 paraprofessionals and other 

non-legal staff)

Difference Between Fees Budgeted and 

Compensation Sought for this Period:

The compensation sought is less than the 

aggregate fees budgeted for Weil in the 

debtor-in-possession financing budget for 

the Compensation Period.

Number of Attorneys Billing Fewer than 15 

Hours to the Cases During the Compensation 

Period: 

15 attorneys

Increase in Rates: N/A

This is a(n): X Interim ____ Final Application

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 3 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

SUMMARY OF FIRST INTERIM FEE APPLICATION

Date Filed 

and Dkt No.

Period 

Covered

Total Compensation and Expenses 

Incurred for Period Covered

Total Amount Paid to Date

Holdback Fees 

Not Yet Paid

Fees Expenses

Fees

(@ 80%)

Expenses

(@ 100%)

Fees

(@20%)

04/16/19

Dkt No. 1472

01/29/2019–

02/28/19 $3,133,942.50 $113,433.45 $2,507,154.00 $113,433.45 $626,788.50

06/05/19

Dkt No. 2418

03/01/19–

03/31/19 $3,035,057.25 $109,952.64 $2,428,045.80 $109,952.64 $607,011.45

07/12/19

Dkt No. 2954

04/01/19–

04/30/19 $2,953,288.50 $112,438.58 $2,362,630.60 $112,438.58 $590,657.70

Total: $9,122,288.25 $335,824.67 $7,297,830.60 $335,824.67 $1,824,457.65

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 4 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

SUMMARY OF SECOND INTERIM FEE APPLICATION

Date Filed 

and Dkt

No.

Period 

Covered

Total Compensation and 

Expenses Incurred for Period 

Covered

Total Amount Previously 

Requested with Prior Monthly 

Fee Statement

Total Amount Paid to Date

Holdback 

Fees 

Requested

Fees Expenses

Fees

(@ 80%)

Expenses

(@ 100%)

Fees

(@ 80%)

Expenses

(@ 100%)

Fees

(@20%)

08/05/19

Dkt No. 

3368

05/01/19 –

05/31/19 $2,326,168.75 $59,807.79 $1,860,935.00 $59,807.79 $1,860,935.00 $59,807.79 $465,233.75

08/28/19

Dkt No. 

3736

06/01/19–

06/30/19 $2,982,182.50 $65,049.74 $2,385,746.00 $65,049.74 $2,385,746.00 $65,049.74 $596,436.50

10/16/19

Dkt No. 

4218

07/01/19 –

07/31/19 $3,294,956.50 $124,121.44 $2,635,965.20 $124,121.44 $0.00 $0.00 $658,991.30

10/20/19

Dkt No. 

4325

08/01/19 –

08/31/19 $2,578,149.25 $77,426.71 $2,062,519.40 $77,426.71 $0.00 $0.00 $515,629.85

11/11/19

Dkt. No. 

4664

09/01/19 –

09/30/19 $2,392,395.00 $41,138.79 $1,913,916.00 $41,138.79 $0.00 $0.00 $478,479.00

Total: $13,573,852.00 $367,544.47 $10,859,081.60 $367,544.47 $4,246,681.00 $124,857.53 $2,714,770.40

Summary of Any Objections to Monthly Fee Statements: None.1

Compensation and Expenses Sought in this Application Not Yet Paid: $9,569,857.94

 1 The objection deadline with respect to Weil’s September Monthly Fee Statement is December 2, 

2019. If the deadline passes without objection, the Debtors will remit $1,913,916.00 in compensation 

for fees and $41,138.79 in reimbursement of expenses.

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 5 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

COMPENSATION BY PROFESSIONAL

MAY 1, 2019 THROUGH AND INCLUDING SEPTEMBER 30, 2019

The attorneys who rendered professional services in these Chapter 11 Cases during the 

Compensation Period are:

NAME OF PROFESSIONAL

(PARTNERS AND 

COUNSEL)

DEPARTMENT2 YEAR 

ADMITTED

HOURLY 

BILLING 

RATE

TOTAL 

HOURS

BILLED

TOTAL 

COMPENSATION

Karotkin, Stephen BFR 1977 $1,600.00 1,362.20 $2,014,880.00

Bond, W. Michael Corporate 1980 $1,600.00 92.20 $147,520.00

Goldring, Stuart J. Tax 1984 $1,600.00 262.20 $419,520.00

Slack, Richard W. Litigation 1987 $1,275.00 363.20 $439,301.25

Pari, Joseph M. Tax 1988 $1,600.00 227.80 $364,480.00

Wessel, Paul J. Tax 1988 $1,600.00 95.40 $152,640.00

Connolly, Annemargaret Corporate 1988 (MA) $1,350.00 5.60 $7,560.00

Adams, Frank R. Corporate 1993 $1,425.00 27.00 $38,475.00

Tsekerides, Theodore E. Litigation 1994 $1,150.00 604.80 $660,560.00

Schrock, Ray C. BFR 1998 $1,550.00 67.30 $104,315.00

Heyliger, Adelaja K. Corporate 1998 $1,100.00 11.90 $13,090.00

Goltser, Lyuba Corporate 2002 $1,175.00 2.70 $3,172.50

Singh, David R. Litigation 2004 $1,125.00 160.90 $177,525.00

Liou, Jessica BFR 2009 $1,075.00 1,026.80 $1,047,695.00

Goslin, Thomas (Counsel) Corporate 2003 $1,050.00 68.10 $71,505.00

Goren, Matthew (Counsel) BFR 2007 $1,075.00 1,037.30 $1,064,733.75

Mishkin, Jessie B. (Counsel) Litigation 2007 $1,050.00 40.30 $42,315.00

Total: 5,455.70 $6,769,287.50

 2 BFR – Business Finance & Restructuring

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 6 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

NAME OF PROFESSIONAL

(ASSOCIATES)

DEPARTMENT3 YEAR 

ADMITTED

HOURLY 

BILLING 

RATE

TOTAL 

HOURS

BILLED

TOTAL 

COMPENSATION

Friedman, Julie T. BFR 2003 $600.00 139.20 $83,520.00

Byrne, Peter M. Corporate 2007 $995.00 53.90 $53,630.50

Seales, Jannelle Marie Corporate 2009 $995.00 24.80 $24,676.00

Tran, Hong-An Nguyen Litigation 2009 $995.00 211.50 $210,442.50

Cruz, Mariel E. Corporate 2010 $995.00 9.50 $9,452.50

Kramer, Kevin Litigation 2010 $995.00 950.00 $930,126.00

Silber, Gary Tax 2011 $995.00 274.00 $272,630.00

Bitter, Blake Tax 2011 (VA) $980.00 136.60 $133,868.00

Golster, Jonathan Corporate 2011 $875.00 21.30 $18,637.50

Nersesyan, Yelena Corporate 2011 $875.00 5.80 $5,075.00

Bostel, Kevin BFR 2012 $995.00 446.20 $435,213.00

Minga, Jay Litigation 2013 $950.00 566.30 $537,985.00

Silverstein, Chelsea Litigation 2013 $950.00 13.80 $13,110.00

Nikic, Nicholas G. Corporate 2013 $790.00 7.60 $6,004.00

Fink, Moshe A. BFR 2014 $950.00 220.60 $209,570.00

Gwen, Daniel BFR 2014 $950.00 50.10 $47,595.00

Jones, Hannah L. Litigation 2014 $920.00 109.50 $100,050.00

Schinckel, Thomas Robert BFR 2014

(Australia) $690.00 787.70 $535,854.00

Cohen, Dori Y. Litigation 2015 $920.00 3.80 $3,496.00

Engelmyer, Lauren Litigation 2015 $920.00 56.50 $51,980.00

Africk, Max M. Litigation 2015 (LA) $875.00 143.40 $125,475.00

Brookstone, Benjamin Tax 2015 $875.00 461.00 $403,375.00

Pitcher, Justin R. BFR 2016 (UT) $790.00 124.80 $98,592.00

Anderson, Joseph Caleb Corporate 2016 $690.00 2.50 $1,725.00

Kleinjan, John M. Tax 2017 $790.00 126.10 $99,619.00

Steel, Patrick M. BFR 2017 $790.00 159.50 $126,005.00

McGrath, Colin Litigation 2017 $690.00 434.50 $299,805.00

McNulty, Shawn C. Litigation 2017 $690.00 103.90 $71,691.00

Foust, Rachel L. BFR 2018 $690.00 695.40 $479,826.00

Gordon, Anna C. Litigation 2018 $690.00 72.90 $47,472.00

Leung, Victor S. Litigation 2018 $690.00 5.70 $3,933.00

Neuhauser, David Corporate 2018 $690.00 10.30 $7,107.00

 3 BFR – Business Finance & Restructuring 

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 7 of

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767 Fifth Avenue

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Shaddy, Aaron Litigation 2018 $690.00 433.10 $294,354.00

Zangrillo, Anthony Corporate 2018 $690.00 32.20 $22,218.00

Carens, Elizabeth Anne BFR 2018 $560.00 915.80 $511,644.00

Irani, Neeckaun Litigation 2018 (CA) $560.00 81.20 $45,472.00

Roarty, Charles Tax 2018 $560.00 10.50 $5,880.00

Bruno, Travis Tax 2019 $560.00 8.40 $4,704.00

Evans, Steven Litigation 2019 $560.00 81.20 $45,472.00

Green, Austin Joseph Litigation 2019 $560.00 375.80 $210,448.00

Jung, Alexandra D’Errico Litigation 2019 $560.00 5.10 $2,856.00

Hayes, Emily A. Litigation * $560.00 1.20 $672.00

Sonkin, Clifford BFR * $560.00 200.00 $112,000.00

Total: 8,573.20 $6,703,260.00

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 8 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

The paraprofessionals and other non-legal staff who rendered professional services in these 

Chapter 11 Cases during the Compensation Period are:

NAME OF 

PARAPROFESSIONALS AND 

OTHER NON-LEGAL STAFF

DEPARTMENT4

HOURLY 

BILLING 

RATE

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Lee, Kathleen BFR $420.00 57.80 $24,276.00

Hoilett, Leason Litigation $385.00 3.80 $1,463.00

Fabsik, Paul BFR $375.00 9.20 $3,450.00

Ting, Lara LSS $360.00 21.40 $7,704.00

Chan, Herbert Litigation $355.00 21.00 $7,455.00

Olvera, Rene A. BFR $355.00 3.00 $1,065.00

Dang, Thai LSS $345.00 1.30 $448.50

Nudelman, Peter LSS $345.00 3.50 $1,207.50

Robin, Artur LSS $345.00 1.10 $379.50

Biratu, Sirak D. Litigation $330.00 39.80 $13,134.00

Bogota, Alejandro LSS $330.00 4.50 $1,485.00

Chavez, Miguel LSS $330.00 4.10 $1,353.00

Pacheco, Erika Litigation $330.00 9.20 $3,036.00

Altman-DeSole, Jacob BFR $240.00 2.30 $552.00

Harrison, Greer Litigation $240.00 1.90 $456.00

Keschner, Jason BFR $240.00 1.40 $336.00

Kleissler, Matthew BFR $240.00 7.00 $1,680.00

Peene, Travis J. BFR $240.00 127.50 $30,600.00

Zaslav, Benjamin BFR $240.00 5.10 $1,224.00

Total: 324.90 $101,304.50

 4 BFR – Business Finance & Restructuring, LSS – Litigation Support Staff

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 9 of

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767 Fifth Avenue

New York, NY 10153-0119

The total fees for the Compensation Period are:

PROFESSIONALS BLENDED RATE

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Partners and Counsel (17) $1,240.77 5,455.70 $6,769,287.50

Associates (43) $781.89 8,573.20 $6,703,260.00

Paraprofessionals and Other Non-Legal 

Staff (19) $311.80 324.90 $101,304.50

Blended Attorney Rate $960.34

Blended Rate for All Timekeepers $945.66

Total Fees Incurred (79 total 

professionals, paraprofessionals, and 

other non-legal staff):

14,353.80 $13,573,852.00

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 10

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767 Fifth Avenue

New York, NY 10153-0119

COMPENSATION BY PROJECT CATEGORY

MAY 1, 2019 THROUGH AND INCLUDING SEPTEMBER 30, 2019

TASK

CODE

PROJECT CATEGORY TOTAL HOURS 

BILLED

AMOUNT

001 Administrative Expense Claims 13.90 $7,784.00

002 Asset Sales/ 363 Sales 72.80 $57,120.00

003 Automatic Stay 758.20 $662,897.00

004 Bankruptcy Litigation 2,109.00 $1,867,300.00

005 Bar Date Motion/ Claims Reconciliation/ Claim Reconciliation 

Issues

905.50 $878,726.00

006 Case Administration (docket updates, WIP, and calendar) 123.10 $76,515.50

008 Chapter 11 Plan/ Plan Confirmation 1,719.20 $1,767,729.00

009 Communications with Client 69.30 $66,496.00

010 Corporate Governance and Board Issues 381.80 $467,889.00

011 Customer, Supplier and Vendor Issues 88.50 $82,205.00

012 DIP Financing/ Cash Mgmt./ Hedging Transactions 8.10 $6,973.50

013 Disclosure Statement 267.60 $202,043.50

014 Employee Issues 1,198.30 $1,118,441.50

015 Equity Committee 3.50 $3,870.00

016 Exclusivity 1,020.40 $1,029,187.50

017 Executory Contracts/ Lease Issues 518.80 $374,311.50

018 General Case Strategy (includes calls with client and team calls) 617.10 $589,718.00

019 Hearings and Court Matters 363.80 $422,904.00

020 Legislative Issues/ Inverse Reform 49.30 $60,339.50

021 Non-Bankruptcy Litigation 3.40 $2,264.50

022 Non-Working Travel 605.40 $374,092.00

023 FERC Adversary Proceeding 46.20 $44,705.00

024 Reclamation/ 503(b)(9) Claims 179.50 $121,864.50

025 Regulatory Issues including CPUC and FERC 146.50 $160,345.00

026 Retention/Billing/Fee Applications: WGM 308.60 $217,283.50

027 Retention/Fee Applications: Ordinary Course Professionals 18.10 $11,489.50

028 Retention/Fee Applications: Other Professionals 207.40 $155,694.00

029 Schedules/Statement of Financial Affairs 18.30 $17,910.50

030 Tax Issues 1,296.00 $1,522,383.50

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 11

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767 Fifth Avenue

New York, NY 10153-0119

031 U.S. Trustee Issues/ Meetings/ Communications/ Monthly 

Operating Report

32.30 $32,725.00

032 Unsecured Creditor Issues/Communications/Meetings 49.50 $55,349.00

033 Utility Issues/Adequate Assurance 3.00 $2,686.00

035 Real Estate and Real Property Issues 313.60 $320,254.00

036 Tort Claimants Committee, including Wildfire Claimants 699.50 $675,352.00

037 Insurance Issues 138.30 $117,003.50

Total: 14,353.80 $13,573,852.00

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 12

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

EXPENSE SUMMARY

MAY 1, 2019 THROUGH AND INCLUDING SEPTEMBER 30, 2019

EXPENSE CATEGORY AMOUNT

Computerized Research $118,351.23

Court Reporting $6,104.60

Meals $13,128.90

Travel $158,696.80

Transportation $27,844.78

Duplicating $40,172.53

Messenger $752.64

CourtCall $2,127.50

Process Service $365.49

Total: $367,544.47

Case: 19-30088 Doc# 4739 Filed: 11/14/19 Entered: 11/14/19 16:36:57 Page 13

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767 Fifth Avenue

New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Ray C. Schrock, P.C. (pro hac vice)

(ray.schrock@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

Attorneys for Debtors 

and Debtors in Possession

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 FEE APPLICATION OF 

WEIL, GOTSHAL & MANGES LLP FOR 

ALLOWANCE AND PAYMENT OF 

COMPENSATION AND REIMBURSEMENT 

OF EXPENSES FOR THE PERIOD

MAY 1, 2019 THROUGH AND INCLUDING 

SEPTEMBER 30, 2019

Date: TBD

Time: TBD

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Objection Deadline: December 4, 2019, at 

4:00 p.m. (Pacific Time)

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Weil, Gotshal & Manges LLP (“Weil”), attorneys for PG&E Corporation (“PG&E 

Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession 

(collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 

Cases”), for its second application (the “Application”), pursuant to sections 330(a) and 331 of title 11

of the United States Code (the “Bankruptcy Code”) and Rule 2016 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”), for the interim allowance of compensation for professional 

services performed by Weil for the period commencing May 1, 2019 through and including September

30, 2019 (the “Compensation Period”)1 and for reimbursement of its actual and necessary expenses 

incurred during the Compensation Period, respectfully represents:

PRELIMINARY STATEMENT AND CASE STATUS

Weil has advised the Debtors regarding the legal and financial challenges facing the 

Debtors commencing in October, 2017. Since that time, Weil has played a critical role in the Debtors’ 

ongoing efforts to address their liabilities relating to the devastating 2017 and 2018 Northern California 

wildfires and the restructuring of the Debtors’ finances and operations, including the significant efforts 

undertaken to ensure the Debtors’ successful and timely emergence from chapter 11. Specifically, during 

the Compensation Period, Weil worked diligently with the Debtors, the Debtors’ Board of Directors, 

management, and other employees and advisors to substantially progress these Chapter 11 Cases towards 

a timely confirmation and resolution in accordance with the deadline established under California 

Assembly Bill 1054 (“AB 1054”). Notably, during the Compensation Period, Weil assisted the Debtors 

in connection with, among other things, the following:

(a) negotiating, preparing, and filing the Debtors’ chapter 11 plan of reorganization

that was structured and designed to enable the Debtors to (i) fairly and 

expeditiously treat prepetition wildfire claims in full compliance with AB 1054, 

(ii) achieve a rate-neutral solution, on average, for customers, (iii) meet the AB 

1054 June 30, 2020 timeline for confirmation of the Plan, (iv) achieve required 

approvals from the California Public Utilities Commission (“CPUC”), (e) support 

 1 Pursuant to the Interim Compensation Order (as defined below), the initial compensation period for 

Weil’s first interim fee application [Docket No. 2988] (the “First Interim Application”) was to include 

the period from the Petition Date (as defined below) through and including May 31, 2019. However, as 

of the date of filing its First Interim Application, Weil had not yet filed its Monthly Fee Statement (as 

defined in the Interim Compensation Order) for services rendered and reimbursement of expenses for 

the calendar month of May 2019. Accordingly, the Compensation Period for this Application includes 

the period from May 1, 2019 through and including September 30, 2019.

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California’s clean energy goals, and (v) ensure that the Reorganized Debtors have 

access to sufficient liquidity upon emergence from chapter 11;

(b) advising the Debtors in connection with the negotiation of a settlement that fully 

resolves all of the wildfire claims held by the 18 settling Public Entities for the 

aggregate amount of $1 billion (the “Public Entities Settlement”);

(c) advising the Debtors in connection with the successful negotiation of a second 

fundamental settlement of their wildfire liabilities with the holders of in excess of 

85% of the insurance subrogation claims (the “Subrogation Claims Settlement”

and the insurance subrogation claimants parties thereto, the “Subrogation 

Claimants”), which settles more than $20 billion of potential liabilities for $11 

billion. The Subrogation Claims Settlement is to be implemented pursuant to the

Debtors’ chapter 11 plan of reorganization (as filed on on September 9, 2019

[Docket No. 3841] and thereafter amended to incorporate the terms of the 

Subrogation Claims Settlement on September 23, 2019 [Docket No. 3966] and 

November 4, 2019 [Docket No. 4563], the “Plan”). The Subrogation Claims 

Settlement is currently pending approval before the Court as a part of the Debtors’ 

motion to approve their Restructuring Support Agreement entered into with the 

Subrogation Claimants (as may be amended, modified, or supplemented, the 

“RSA”);

 

(d) Assisting the Debtors during the Compensation Period in securing Court-approval 

of a deadline for filing proofs of claim in the Chapter 11 Cases (the “Bar Date”) 

and assisting in the design and implementation of a broad, multi-faceted

multimedia plan for providing notice of the Bar Date to known and unknown 

claimants that comprised one of the largest and most comprehensive notice and 

media campaigns implemented in chapter 11 history; and

(e) Representing the Debtors in many highly contested matters, including 

consideration of employee compensation and incentive programs, competing 

motions to approve alternative proof of claim forms and establish claims and 

noticing procedures, and multiple motions to terminate the Debtors’ exclusive 

periods to file and solicit votes on a chapter 11 plan.

At the same time, Weil assisted the Debtors in the daily administration of the Chapter 11 

Cases, enabling the Debtors to substantially maintain business as usual and minimize the disruptions 

often attendant to a chapter 11 case. These matters included, but were not limited to, attending to various 

supplier and vendor related matters (including, without limitation, matters relating to operational 

integrity supplier claims, lienholder claims, claims entitled to administrative expense priority including 

pursuant to section 503(b)(9) of the Bankruptcy Code (the “503(b)(9) Claims”), and reclamation 

demands), attending to matters relating to executory contracts and unexpired leases including filing

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several motions to assume discrete contracts or leases, responding to various motions to lift the 

automatic stay, attending to matters relating to the retention of professionals and ordinary course 

professionals, and filing various procedural motions to facilitate de minimis asset sales and settlements. 

Weil appeared on behalf of the Debtors at various omnibus and telephonic hearings, meetings, 

depositions, and conferences, and assisted the Debtors in the preparation and filing of monthly operating 

reports, certain amendments to the Debtors’ schedules of assets and liabilities (the “Schedules”), and 

various other reports, pleadings, motions, notices, and filings with the Court.

Weil and the Debtors continue to administer these cases efficiently and economically for 

the benefit of all of the Debtors’ economic stakeholders. Furthermore, Weil has endeavored to monitor 

and coordinate with the other professionals in these Chapter 11 Cases to ensure a clear delineation of 

each firm’s respective roles in connection with the representation of the Debtors in these Chapter 11 

Cases and to prevent duplication of services. The professional services performed and expenses incurred 

by Weil were actual and necessary to preserve and protect the value of the Debtors’ assets and estates. 

This Application has been prepared in accordance with the Bankruptcy Code, the 

Bankruptcy Rules, the Bankruptcy Local Rules for the Northern District of California (the “Local 

Rules”), 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

[Docket No. 701] (the “Interim Compensation Order”), the Guidelines for Compensation and Expense 

Reimbursement of Professionals and Trustees for the Northern District of California, dated February 19, 

2014 (the “Local Guidelines”), 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,”), and the Fee Examiner Protocol 

for Chapter 11 Cases of PG&E Corporation and Pacific Gas and Electric Company [Docket No. 

4473-1] (the “Fee Protocol” and, together with the Local Guidelines and the UST Guidelines, the “Fee 

Guidelines”).

In light of the size, complexity, and nature of these Chapter 11 Cases, Weil’s charges for

professional services performed and expenses incurred are reasonable under the applicable standards. 

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Weil respectfully requests that the Court grant the Application and allow interim compensation for 

professional services performed and reimbursement for expenses as requested herein. 

JURISDICTION

This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334. 

This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 

28 U.S.C. §§ 1408 and 1409.

BACKGROUND

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court 

voluntary cases under chapter 11 of the Bankruptcy Code. 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. No trustee or examiner has been appointed in either of the Chapter 11 Cases. 

The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to 

Bankruptcy Rule 1015(b).

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors’ Committee”). On February 15, 2019, the 

U.S. Trustee appointed an Official Committee of Tort Claimants (the “TCC” and, together with the 

Creditors Committee, the “Committees”). On May 29, 2019, the Court entered an order appointing 

Bruce A. Markell as the fee examiner for the Chapter 11 Cases (the “Fee Examiner”).

Additional information regarding the circumstances leading to the commencement of the 

Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is set forth in 

the Amended Declaration of Jason P. Wells in Support of the First Day Motions and Related Relief

[Docket No. 263] (the “Wells Declaration”).

The Debtors’ Retention of Weil

On March 13, 2019, the Debtors filed an application to employ Weil as their attorneys, 

effective as of the Petition Date [Docket No. 864] (the “Retention Application”), which application 

was approved by Order, dated April 9, 2019 [Docket No. 1298] (the “Retention Order”). A copy of 

the Retention Order is annexed hereto as Exhibit A.

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The Retention Order authorizes the Debtors to compensate and reimburse Weil in 

accordance with the Bankruptcy Code, the Bankruptcy Rules, the Fee Guidelines, and the Interim 

Compensation Order. The Retention Order also authorizes the Debtors to compensate Weil at its 

customary hourly rates for services rendered and to reimburse Weil for its actual and necessary expenses 

incurred, subject to application to this Court. Specifically, the Retention Order authorizes Weil to 

provide the following services to the Debtors:

• take all necessary action to protect and preserve the Debtors’ estates, 

including the prosecution of actions on the Debtors’ behalf, the 

defense of any actions commenced against the Debtors, the 

negotiation of disputes in which the Debtors are involved and the 

preparation of objections to claims filed against the Debtors’ estates;

• prepare on behalf of the Debtors, as debtors in possession, all 

necessary motions, applications, answers, orders, reports and other 

pleadings and documents in connection with the administration of 

the Chapter 11 Cases;

• take all necessary actions in connection with any chapter 11 plan and 

related disclosure statement and all related documents, and such 

further actions as may be required in connection with the 

administration of the Debtors’ estates;

• take all necessary actions to protect and preserve the value of the 

Debtors’ estates, and all related matters; and

• perform all other necessary legal services in connection with the 

prosecution of these Chapter 11 Cases; provided, however, that to 

the extent Weil determines that such services fall outside of the 

scope of services historically or generally performed by Weil as lead 

debtors’ counsel in a bankruptcy case, Weil will file a supplemental 

declaration.

Summary of Professional Compensation

and Reimbursement of Expenses Requested

Weil seeks allowance of interim compensation for professional services performed during 

the Compensation Period in the amount of $13,573,852.00 and for reimbursement of expenses incurred 

in connection with the rendition of such services in the amount of $367,544.47. During the 

Compensation Period, Weil attorneys and paraprofessionals expended a total of 14,353.80 hours in 

connection with the necessary services performed. During the Compensation Period, Weil voluntarily 

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reduced the amount of fees requested by $593,297.50, and voluntarily reduced the amount of expenses 

incurred by $109,368.53. The voluntary reduction in compensation represents approximately 5% of the 

total compensation sought pursuant to this Application.

There is no agreement or understanding between Weil and any other person, other than 

members of the firm, for the sharing of compensation to be received for services rendered in these 

Chapter 11 Cases. Except as set forth below with respect to payments received by Weil pursuant to the 

Interim Compensation Order, during the Compensation Period, Weil received no payment or promises 

of payment from any source for services rendered or to be rendered in any capacity whatsoever in 

connection with the matters covered by this Application.

Prior to the Petition Date, the Debtors paid Weil certain amounts as an advance payment

retainer for professional services to be performed and expenses to be incurred in connection with its 

representation of the Debtors and in preparation of the Debtors seeking relief under chapter 11. Based 

on a reconciliation of all charges and expenses through the Petition Date, the balance of the advance 

payment retainer as of the date hereof is $1,314,476.78. Since the Petition Date, Weil has received

payment from the Debtors of $11,544,511.60 in fees and $460,682.20 for reimbursement of expenses 

pursuant to the Interim Compensation Order.

The fees charged by Weil in these Chapter 11 Cases are billed in accordance with Weil’s 

existing billing rates and procedures in effect during the Compensation Period. The rates Weil charges 

for the services rendered by its professionals and paraprofessionals in these chapter 11 cases generally 

are the same rates Weil charges for professional and paraprofessional services rendered in comparable 

bankruptcy and non-bankruptcy related matters. Such fees are reasonable based on the customary 

compensation charged by comparably skilled practitioners in comparable bankruptcy and nonbankruptcy cases in a competitive national legal market.

The summary sheets contain a schedule of Weil professionals, paraprofessionals, and 

other non-legal staff who have performed services for the Debtors during the Compensation Period, the 

capacities in which each individual is employed by Weil, the department in which each individual 

practices, the hourly billing rate charged by Weil for services performed by such individuals, the year in 

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which each attorney was first licensed to practice law, where applicable, and the aggregate number of 

hours expended in this matter and fees billed therefor.

The summary sheets also contain a summary of Weil’s hours billed during the 

Compensation Period using project categories described therein and hereinafter described. Weil 

maintains computerized records of the time spent by all Weil attorneys and paraprofessionals in 

connection with the prosecution of these chapter 11 cases. Copies of these computerized records (as 

modified to address privileged and confidential matters) have been filed on the docket with Weil’s 

monthly fee statements and furnished to the Debtors, counsel for each of the Committees, the U.S. 

Trustee, and the Fee Examiner in the format specified by the Fee Guidelines.

The summary sheets also contain a schedule specifying the categories of expenses for 

which Weil is seeking reimbursement and the total amount for each such expense category. Itemized 

schedules of all such expenses have been filed on the docket with Weil’s monthly fee statements, 

provided to the Debtors, counsel for each of the Committees, the U.S. Trustee, and the Fee Examiner.

Annexed hereto as Exhibit B is a certification regarding Weil’s compliance with the Fee 

Guidelines.

Annexed hereto as Exhibit C is a summary and comparison of the aggregate blended 

hourly rates billed by Weil’s timekeepers in New York to non-bankruptcy matters during the preceding 

year on a rolling 12 months year ending October 31, 2019 and the blended hourly rates billed to the 

Debtors during the Compensation Period.

Weil discussed its rates, fees, and staffing with the Debtors at the outset of these cases. 

Further, Weil provided the Debtors with estimated budgets in connection with the Debtors’ postpetition 

financing. A summary of Weil’s budget is attached hereto as Exhibit D. Weil estimated its fees for the 

Compensation Period would be approximately $17,500,000.00, and the fees sought for the 

Compensation Period are below that estimate. A summary of staffing is attached hereto as Exhibit E. 

Attorneys and paraprofessionals assigned to this matter were necessary to assist with the administration 

of the Chapter 11 Cases, preservation of the Debtors’ assets, and the other matters described herein. The 

Debtors are aware of the complexities of these cases, the many issues that need to be addressed, the 

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various disciplines involved, and that staffing needs are dynamic based on a number of factors, many of 

which are unpredictable, including the activities of other parties in interest in these Chapter 11 Cases.

To the extent that time or disbursement charges for services rendered or disbursements 

incurred relate to the Compensation Period, but were not processed prior to the preparation of this 

Application, Weil reserves the right to request additional compensation for such services and 

reimbursement of such expenses in a future application. 

Summary of Services Performed by

Weil During the Compensation Period

As described above, during the Compensation Period, Weil rendered substantial 

professional services to the Debtors in order to efficiently and economically administer the Chapter 11 

Cases and assist the Debtors in their ongoing restructuring efforts. The following is a summary of the 

significant professional services rendered by Weil during the Compensation Period, organized in 

accordance with Weil’s internal system of project or work codes.2

a. Asset Sales/363 Sales (Task Code 002)

Fees: $57,120.00; Total Hours: 72.80

• Drafted and secured approval of procedures pursuant to which the Debtors 

have been authorized to sell certain de minimis assets to facilitate the Debtors’ 

ongoing day-to-day operations;

• Advised the Debtors and their other professionals regarding various ordinary 

course asset sale and purchase transactions and related issues; 

• Corresponded with the CPUC and other regulatory agencies regarding certain 

asset sale transactions and issues related thereto; 

• Engaged in negotiations and discussions with various third parties regarding 

discrete asset sale and purchase transactions; and

• Conducted legal research related to the potential sale of certain of the Debtors’ 

assets. 

b. Automatic Stay Issues (Task Code 003)

Fees: $662,897.00; Total Hours: 758.20

• Prepared and prosecuted formal and informal responses and objections to 

motions seeking authority to lift the automatic stay, including motions by the 

TCC and the Ad Hoc Group of Subrogation Claimants (the “Ad Hoc 

 2 Certain services performed overlap between, or could appropriately be allocated to, more than one task 

code. If a task code does not appear below, then Weil did not bill significant time for that task code 

during the Compensation Period.

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Subrogation Group”) to lift the automatic stay to pursue certain claims in 

California Superior Court relating to the 2017 Tubbs wildfire claims;

• Prepared various letters and correspondence to creditors and other parties 

regarding potential violations of the automatic stay, including actions with 

respect to the postpetition commencement or continuation of litigation with 

respect to prepetition claims, demands for immediate payment of prepetition 

claims, and attempted terminations of executory contracts and unexpired 

leases;

• Prepared stipulations modifying the automatic stay for certain limited 

purposes; and

• Conducted legal and factual research regarding potential violations of, and 

other issues relating to, the automatic stay.

c. Bar Date Motion/Claims Reconciliation/Claim Reconciliation Issues (Task Code 005)

Fees: $878,726.00; Total Hours: 905.50

• Prepared and filed a motion and supporting declarations (as well as an 

omnibus reply in further support of the motion) seeking authority to establish 

a Bar Date and approve the Debtors’ comprehensive and multifaceted 

procedures to provide supplemental notice of the Bar Date and related 

procedures to known and unknown claimants (the “Bar Date Motion”), and 

obtained Court approval of such following a highly contested hearing;

• Prepared and filed objections to motions by the TCC and Ad Hoc Subrogation 

Group to approve alternative proof of claim forms for fire and subrogation 

claims;

• Prepared and filed objections to the motion of the TCC seeking to establish a 

separate bar date and related noticing procedures for fire claimants and related 

application filed by the TCC to appoint Angeion Group as fire claimant 

noticing agent;

• Coordinated with the Debtors, the Debtors’ claims and noticing agent, Prime 

Clerk LLC (“Prime Clerk”), and other professionals regarding the 

preparation, filing, and implementation of the noticing procedures approved 

in connection with the Bar Date Motion; 

• Conferred with the U.S. Trustee, counsel for each of the Committees, and 

other parties in interest regarding the proposed Bar Date and noticing 

procedures; 

• Assisted in the preparation and filing of a motion seeking to establish 

procedures for estimating the Debtors’ total aggregate liability to uninsured 

and underinsured wildfire claimants;

• Conferred with the Debtors and their other advisors regarding various claim 

related issues and potential settlements; and

• Prepared, filed, and obtained Court approval of a motion and procedures 

permitting the Debtors to settle certain de minimis claims.

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d. Case Administration (docket updates, WIP, and calendar) (Task Code 006)

Fees: $76,515.50; Total Hours: 123.10

• Maintained ongoing work-in-progress and assignment list and case calendar 

for use by Weil, the Debtors, and the Debtors’ other advisors;

• Coordinated with and assisted Prime Clerk in maintaining the website 

containing information regarding the docket, the Debtors, meetings of 

creditors, and copies of relevant documents; 

• Prepared, filed, and coordinated service of various pleadings with Prime 

Clerk; 

• Reviewed and responded to emails, calls and correspondence from creditors 

and other parties in interest; and

• Prepared and distributed periodic docket updates and client summaries. 

e. Chapter 11 Plan/Plan Confirmation (Task Code 008)

Fees: $1,767,729.00; Total Hours: 1,719.20

• Drafted and filed the Debtors’ Plan, and certain amendments to the Plan; 

• At the request of the Court, prepared and filed a summary of key terms of the 

Plan;

• Attended multiple hearings and status conferences before the Court regarding

the status of the Plan;

• Conducted numerous team meetings, conferences, and teleconferences with 

the Debtors, their other professionals, and key economic stakeholders 

regarding potential terms of, and structures for, the Plan;

• Participated in multiple meetings and teleconferences with the Debtors and 

their Investment Banker, Lazard Freres & Co. LLC, regarding debt and equity 

Plan financing and related issues;

• Conducted multiple meetings and teleconferences with the Debtors and other 

parties in interest in connection with the successful negotiation of the Public 

Entities Settlement, resulting in a $1 billion settlement of those public entities’ 

claims;

• Conducted multiple meetings and teleconferences with the Debtors and the 

advisors for the Ad Hoc Subrogation Group regarding the Subrogation Claims 

Settlement, resulting in an $11 billion settlement of Subrogation Claims and 

entry into the RSA;

• Prepared and filed a motion, supporting declarations, and reply in support of 

the motion to approve the RSA and Subrogation Claims Settlement; and

• Evaluated and advised the Debtors regarding the terms of competing plan term 

sheets filed by the Ad Hoc Committee of Senior Noteholders (the “Ad Hoc 

Noteholder Committee”) and the Ad Hoc Subrogation Group.

f. Communications with Client (Task Code 009)

Fees: $66,496.00; Total Hours: 69.30

• Attended numerous conferences and teleconferences with the Debtors and 

their other professionals regarding the status and administration of the Chapter 

11 Cases, the Debtors’ Plan, various motions and pleadings, hearing updates,

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negotiations and settlements with key economic stakeholders, and compliance 

with the U.S. Trustee guidelines; and

• Consulted with and advised the Debtors on all pleadings filed in these Chapter 

11 Cases.

g. Corporate Governance and Board Issues (Task Code 010)

Fees: $467,889.00; Total Hours: 381.80

• Prepared for and attended meetings of the Debtors’ Board of Directors and 

various subcommittees of the Board;

• Reviewed Board resolutions and advised the Debtors’ directors and officers 

on issues related to the Chapter 11 Cases;

• Reviewed and commented on drafts of various public filings and related 

documents including drafts of Form 10-Ks, Form 10-Qs, Form 8-Ks, and 

associated documents, and engaged in conferences and correspondence with 

the Debtors and their other advisors regarding same; and

• Researched and discussed various corporate governance issues and advised 

the Debtors and their other professionals regarding same.

h. Customer, Supplier and Vendor Issues (Task Code 011)

Fees: $82,205.00; Total Hours: 88.50

• Conferred regularly with the Debtors and professionals at AP Services, LLC 

(“AlixPartners”) regarding various creditor, vendor, supplier, and customer 

communications and inquiries;

• Addressed inquiries from vendors and suppliers regarding potential 

operational integrity status;

• Advised the Debtors and their other professionals regarding various vendor 

and customer related issues;

• Drafted, reviewed, and revised various vendor-related communication 

materials; and

• Negotiated and reviewed issues relating to vendor agreements, conducted 

related research, and conferred with the Debtors and other parties in interest 

regarding same.

i. Disclosure Statement (Task Code 013)

Fees: $202,043.50; Total Hours; 267.60

• Coordinated with the Debtors and their other advisors regarding the content 

and timing of a disclosure statement for the Debtors’ Plan; and

• Drafted and circulated an initial draft of a disclosure statement to the Debtors 

and their advisors.

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j. Employee Issues (Task Code 014)

Fees: $1,118,441.50; Total Hours: 1,198.30

• Prepared and filed a motion seeking approval of a 2019 key employee 

incentive program covering certain senior executive officers, and represented 

the Debtors at a contested hearing to consider the same;

• Advised the Debtors regarding various issues with respect to employee wages, 

compensation, and other programs; 

• Participated in numerous conferences and teleconferences with the Debtors, 

their other professionals, the Debtors’ Board of Directors, and members of the 

Debtors’ Compensation Committee regarding, among other things, employee 

compensation, incentive programs, and benefits terms and programs; and

• Prepared, filed, and obtained Court approval of a motion seeking approval of

the terms of employment of PG&E Corp.’s CEO and President. 

k. Exclusivity (Task Code 016)

Fees: $1,029,187.50; Total Hours: 1,020.40

• Represented the Debtors at a contested hearing and obtained an initial 

extension of the Debtors’ exclusive periods in which to file a chapter 11 plan 

and solicit votes thereon (the “Exclusive Periods”);

• Prepared and filed objections to, and successfully defended against, motions 

by the Ad Hoc Noteholder Committee and the Ad Hoc Subrogation Group to 

terminate the Debtors’ Exclusive Periods;

• Prepared and filed an objection to, and represented the Debtors at a contested 

hearing to consider, a joint motion to terminate the Debtors’ Exclusive Periods 

filed by the TCC and the Ad Hoc Noteholder Committee; and

• Prepared and filed a motion, proposed order, and supporting declaration 

seeking a further extension of the Debtors’ Exclusive Periods. 

l. Executory Contracts/Lease Issues (Task Code 017)

Fees: $374,311.50; Total Hours: 518.80

• Drafted, filed, and obtained Court approval of a motion to further extend the 

time by which the Debtors’ must assume or reject unexpired real property 

leases;

• Drafted, filed, and obtained Court approval of a motion to assume the Debtors’ 

obligations under certain mutual aid agreements; 

• Drafted, filed, and obtained Court approval of a motions to assume certain real 

property leases and certain environmental-related leases and contracts;

• Analyzed various executory contracts and unexpired leases and the Debtors’ 

rights thereunder; 

• Participated on numerous teleconferences with the Debtors and their other 

professionals regarding the treatment of various executory contracts and 

unexpired leases; and

• Advised the Debtors on issues relating to energy procurement and purchase 

agreements and participated in numerous teleconferences with the Debtors 

and counterparties regarding same.

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m. General Case Strategy (includes calls with client and team calls) (Task Code 018)

Fees: $589,718.00; Total Hours: 617.10

• Participated in numerous team meetings, conferences, and teleconferences 

among Weil, the Debtors, and the Debtors’ other advisors regarding the status 

and administration of the Chapter 11 Cases and general case strategy; and

• Reviewed and responded to various correspondence regarding the Chapter 11 

Cases and various related issues.

n. Hearings and Court Matters (Task Code 019)

Fees: $422,904.00; Total Hours: 363.80

• Prepared for and attended numerous in-person and telephonic hearings before 

the Court, including approximately twelve (12) omnibus hearings, many of 

which were contested, and various discovery and status conferences;

• Reviewed agenda letters and coordinated with local counsel and the Court 

regarding hearings and agenda items;

• Prepared pleadings, exhibits, and other documents for hearings; and

• Responded to inquiries from the Court regarding pleadings and case 

administration issues.

o. Legislative Issues/Inverse Reform (Task Code 020)

Fees: $60,339.50; Total Hours: 49.30

• Corresponded with the Debtors and their other advisors regarding legislative

issues and initiatives and assisted with the preparation of public statements 

and meetings with government professionals. 

p. Non-Working Travel (Task Code 022)

3

Fees: $374,092.00; Total Hours: 605.40

• Traveled to and from the Debtors’ offices in San Francisco, Court hearings, 

and meetings with creditors and other parties in interest.

q. FERC Adversary Proceeding (Task Code 023)

and Bankruptcy Litigation (Task Code 004)

Fees: $1,912,005.00; Total Hours: 2,155.20

• Prosecuted and defended the Debtors in connection with various adversary 

proceedings, including a proceeding commenced by the Debtors against 

the Public Employees Retirement Association of New Mexico, a proceeding 

 3 Non-working travel is billed at 50% of regular hourly rates, consistent with the U.S. Trustee guidelines 

for chapter 11 cases filed in the Southern District of New York and the District of Delaware. In light of 

the significant travel time required for professionals at Weil to attend the numerous hearings, 

conferences, and other meetings in these large and complex cases, notwithstanding anything to the 

contrary in the Fee Guidelines, Weil believes that payment of non-working travel at 50% of regular 

hourly rates is reasonable and appropriate. The Fee Examiner disagrees with this approach arguing 

instead that the amount of time individual attorneys should be permitted to bill as non-working travel be 

subject to a two-hour cap and has requested the Court rule on this issue. 

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commenced against the Debtors by AECOM Technical Services, Inc., and a 

proceeding commenced against the Debtors by David Herndon and others.

• Responded to document and other discovery requests served by, among 

others, the Ad Hoc Noteholder Committee and the TCC relating to motions to 

terminate the Debtors’ Exclusive Periods, the Bar Date Motion, and the 

motion to approve the RSA and Subrogation Claims Settlement, and served 

affirmative discovery relating to same; and

• Prepared witnesses and represented them at depositions relating to, among

other things, the motions to terminate the Debtors’ Exclusive Periods and a

motion seeking authority to purchase additional insurance coverage for new 

directors and officers of PG&E Corp.

r. Reclamation/503(b)(9) Claims (Task Code 024)

and Administrative Expense Claims (Task Code 001)

Fees: $129,648.50; Total Hours: 193.40

• Filed and obtained Court approval of an omnibus objection to certain

503(b)(9) Claims; 

• Filed a notice of the Debtors’ proposed treatment of reclamation demands 

received;

• Coordinated with AlixPartners and the Debtors to reconcile and review 

reclamation demands and 503(b)(9) Claims;

• Corresponded and negotiated with various claimants regarding resolution of 

their reclamation demands and 503(b)(9) Claims; and

• Conducted legal research regarding reclamation demands and the status and 

treatment of potential claims entitled to administrative expense status under 

the Bankruptcy Code.

s. Regulatory Issues (including CPUC and FERC) (Task Code 025)

Fees: $160,345.00; Total Hours: 146.50

• Advised the Debtors with regard to the impact of and interplay between the 

Chapter 11 Cases and ongoing proceedings before the CPUC and FERC; 

• Corresponded with the CPUC regarding the review process and timing for 

CPUC consideration and approval of the Debtors’ Plan;

• Negotiated with the CPUC and California Public Advocates Office regarding 

certain motions and requests for relief in the Bankruptcy Court, including the 

Debtors’ motion for authority to enter into de minimis settlement agreements;

• Provided periodic updates on the status of the Chapter 11 Cases to the CPUC 

and other regulatory agencies;

• Performed and coordinated document review and productions in response to 

various governmental and regulatory requests; and

• Participated on calls with the Debtors’ senior management and other advisors 

regarding resolution of certain environmental claims and potential claims of 

governmental units.

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

t. Retention/Billing/Fee Applications: WGM (Task Code 026)

Fees: $217,283.50; Total Hours: 308.60

• Corresponded with the Fee Examiner and other professionals regarding the 

Fee Examiner’s proposed fee protocol;

• Drafted and filed supplemental declarations in support of Weil’s engagement; 

and 

• Prepared and filed monthly fee statements and Weil’s first interim fee 

application in accordance with the Interim Compensation Order.

u. Retention/Fee Application: Other Professionals (Task Code 028)

Fees: $155,694.00; Total Hours: 207.40

• Drafted and/or reviewed and revised applications and supplemental 

applications to retain professionals by the Debtors, including KPMG LLP, 

Morrison & Foerster LLP, Groom Law Group, Chartered, Berman and 

Todderud LLP, Coblentz Patch Duffy & Bass LLP, and Willis Towers Watson 

US LLC, and assisted with related declarations;

• Drafted and filed objections to certain retention applications filed by the TCC;

• Participated in contested and uncontested hearings regarding retention 

applications filed by the Debtors and the Committees;

• Conferred with various applicants regarding their scope of retention, terms of 

compensation, and related issues;

• Conferred with the U.S. Trustee regarding various retention issues;

• Reviewed monthly fee statements of various professionals; and

• Coordinated filing and service of monthly fee statements for various 

professionals.

v. Tax Issues (Task Code 030)

Fees: $1,522,383.50; Total Hours: 1,296.00

• Reviewed the Debtors’ Plan and related settlement agreements and advised 

the Debtors regarding tax consequences related thereto; and

• Participated in internal conferences and teleconferences with the Debtors, and 

their other professionals in connection with potential tax consequences of 

various proposed and/or pursued transactions in the Chapter 11 Cases. 

w. US Trustee Issues/Meetings/Communications/

Monthly Operating Report (Task Code 031)

Fees: $32,725.00; Total Hours: 32.30

• Conferred on a regular basis with, and responded to numerous diligence 

requests from, the U.S. Trustee, including with respect to the Debtors’ Plan, 

various motions, retention issues, and hearing items;

• Responded to U.S. Trustee’s diligence requests related to various motions

filed by the Debtors;

• Coordinated with the U.S. Trustee on an agreed order modifying the form and 

deadlines for monthly operating reports; and

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• Assisted the Debtors and AlixPartners with the preparation, review, and 

submission of monthly operating reports to the U.S. Trustee and related issues.

x. Unsecured Creditors Issues/Communications/Meetings (Task Code 032)

Fees: $55,349.00; Total Hours: 49.50

• Prepared for, and participated in meetings and teleconferences with, the 

Creditors’ Committee and its professionals regarding the status and 

administration of the Chapter 11 Cases, pending motions, Plan related matters, 

and various other related issues; 

• Prepared and filed responses to the Creditors’ Committee objections to certain 

of the Debtors’ pleadings; and

• Reviewed and produced documents in connection with various document 

requests made by the Creditors’ Committee.

y. Real Estate and Real Property Issues (Task Code 035)

Fees: $320,254.00; Total Hours: 313.60

• Drafted, filed, and obtained Court approval of a motion to further extend the 

time by which the Debtors’ must assume or reject unexpired real property 

leases;

• Drafted, filed, and obtained Court approval of a motions to assume certain real 

property leases;

• Reviewed various real property agreements, leases, and easement agreements 

and advised the Debtors on issues related thereto; and

• Participated in regular calls with the Debtors’ real estate team and other 

advisors regarding real property transactions and related issues.

z. Tort Claimants Committee, including Wildfire Claimants (Task Code 036)

Fees: $675,352.00; Total Hours: 699.50

• Prepared for and participated in meetings and teleconferences with the TCC

and its professionals regarding the status and administration of the Chapter 11 

Cases, pending motions, chapter 11 plan related matters, and various other 

issues; 

• Prepared and filed objections to various motions filed by the TCC; and

• Reviewed and produced documents in connection with TCC document 

requests.

aa. Insurance Issues (Task Code 037)

Fees: $117,003.50; Total Hours: 138.30

• Prepared and filed a motion seeking authority to purchase additional insurance 

coverage for new directors and officers of PG&E Corp. and obtained Court 

approval thereof following a contested hearing. 

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The foregoing is merely a summary of the various professional services rendered by Weil 

during the Compensation Period. The professional services performed by Weil were necessary and 

appropriate to the administration of the Chapter 11 Cases and were in the best interests of the Debtors

and the estates. Compensation for such services as requested is commensurate with the complexity, 

importance, and nature of the issues and tasks involved. 

The professional services performed by partners, counsel, and associates of Weil were 

primarily rendered by the Business Finance & Restructuring, Corporate, Tax, and Litigation 

Departments. As set forth in the Retention Application, Weil has a preeminent Business Finance & 

Restructuring practice and enjoys a national reputation for its expertise in financial reorganizations and 

restructurings of troubled entities. Weil also has the foremost experts with respect to tax matters in 

reorganization cases.

The professional services performed by Weil on behalf of the Debtors during the 

Compensation Period required an aggregate expenditure of 14,353.80 recorded hours by Weil’s partners, 

counsel, associates, paraprofessionals, and other non-legal staff. Of the aggregate time expended, 

5,455.70 recorded hours were expended by partners and counsel of Weil, 8,573.20 recorded hours were 

expended by associates, and 324.90 recorded hours were expended by paraprofessionals and other nonlegal staff of Weil.

During the Compensation Period, Weil billed the Debtors for time expended by attorneys 

based on hourly rates ranging from $1,600.00 to $560.00 per hour for attorneys. Allowance of 

compensation in the amount requested would result in a blended hourly billing rate of approximately 

$960.34 (based on 14,028.90 recorded hours for attorneys at Weil’s billing rates in effect at the time of 

the performance of services).

Actual and Necessary Disbursements of Weil

Weil has disbursed $367,544.47 as expenses incurred in providing professional services 

during the Compensation Period. These expenses are reasonable and necessary and were essential to, 

among other things, timely respond to motions and objections and the overall administration of these 

Chapter 11 Cases.

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Weil has not charged the Debtors for any overtime expenses. Consistent with firm policy, 

attorneys and other employees of Weil who worked late into the evenings, on weekends or holidays, or 

were traveling in connection with these Chapter 11 Cases were reimbursed for their reasonable meal 

costs and their cost for transportation home from the office. Weil’s regular practice is not to include 

components for those charges in overhead when establishing billing rates and to charge its clients for 

these and all other out-of-pocket disbursements incurred during the regular course of the rendition of 

services. The amounts for which Weil is seeking reimbursement for reasonable meal costs are consistent 

with the local practice for chapter 11 cases filed in the Southern District of New York and the District 

of Delaware.

With respect to photocopying expenses, as set forth in the Retention Application, Weil 

charges all of its clients $.10 per page; for color copies, Weil charges $.50 per page. Except as set forth 

herein, each of these categories of expenses does not exceed the maximum rate set by the Local 

Guidelines. These charges are intended to cover Weil’s direct operating costs, which costs are not 

incorporated into the Weil hourly billing rates. Only clients who actually use services of the types set 

forth in the summary sheet are separately charged for such services. The effect of including such 

expenses as part of the hourly billing rates would impose that cost upon clients who do not require 

extensive photocopying and other facilities and services. The amount of the standard photocopying 

charge is intended to allow Weil to cover the related expenses of its photocopying service and represents 

a good faith estimate of the actual cost of the copies. A determination of the actual expenses per page 

for photocopying, however, is dependent on both the volume of copies and the total expenses attributable 

to photocopying on an annual basis.

On certain occasions, overnight delivery of documents and other materials was required 

as a result of circumstances necessitating the use of such express services. These disbursements are not 

included in Weil’s overhead for the purpose of setting billing rates. The actual expenses incurred in 

providing professional services were necessary, reasonable, and justified under the circumstances to 

serve the needs of the Debtors, their estates, and their economic stakeholders.

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

The Requested Compensation Should Be Allowed

Section 331 of the Bankruptcy Code provides for interim compensation of professionals 

and incorporates the substantive standards of section 330 to govern the Court’s award of such 

compensation. 11 U.S.C. § 331. Section 330 of the Bankruptcy Code provides that a Court may award 

a professional employed under section 327 of the Bankruptcy Code “reasonable compensation for actual,

necessary services rendered [and] reimbursement for actual, necessary expenses.” 11 U.S.C. 

§ 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and 

reimbursement:

In determining the amount of reasonable compensation to be 

awarded to [a] professional person, the court shall consider the 

nature, the extent, and the value of such services, taking into 

account all relevant factors, including –

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the administration 

of, or beneficial at the time at which the service was 

rendered toward the completion of, a case under this title;

(D) whether the services were performed within a reasonable 

amount of time commensurate with the complexity, 

importance, and nature of the problem, issue, or task 

addressed; and

(E) with respect to a professional person, whether the person is 

board certified or otherwise has demonstrated skill and 

experience in the bankruptcy field; and 

(F) whether the compensation is reasonable based on the 

customary compensation charged by comparably skilled 

practitioners in cases other than cases under this title.

Id. § 330(a)(3).

In the instant case, Weil submits that the services for which it seeks compensation and 

the expenditures for which it seeks reimbursement in this Application were necessary for and beneficial 

to the preservation and maximization of value for all stakeholders and to the orderly administration of 

the Chapter 11 Cases. Such services and expenditures were necessary to and in the best interests of the 

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Debtors’ estates, creditors, and all other parties in interest. The compensation requested herein is 

reasonable and appropriate in light of the nature, extent, and value of such services to the Debtors, as 

well as the size and complexity of these Chapter 11 Cases.

The professional services were performed expediently and efficiently. Whenever 

possible and appropriate, Weil sought to minimize the costs of its services to the Debtors by utilizing 

talented junior attorneys and paraprofessionals to handle the more routine aspects of case administration. 

In sum, the services rendered by Weil were necessary and beneficial to the Debtors’ 

estates and were consistently performed in a timely manner commensurate with the complexity, 

importance, and nature of the issues involved. Accordingly, approval of the compensation for 

professional services and reimbursement of expenses sought herein is warranted.

Notice

Notice of this Application has been provided to parties in interest in accordance with the 

procedures set forth in the Interim Compensation Order. Weil submits that, in view of the facts and 

circumstances, such notice is sufficient and no other or further notice need be provided.

Conclusion

Weil respectfully requests that the Court (i) award an interim allowance of Weil’s 

compensation for professional services rendered during the Compensation Period in the amount of 

$13,941,396.47, consisting of $13,573,852.00, representing 100% of fees incurred during the 

Compensation Period, and reimbursement of $367,544.47, representing 100% of actual and necessary 

expenses incurred during the Compensation Period, and that such allowance be without prejudice to 

Weil’s right to seek additional compensation for services performed and expenses incurred during the 

Compensation Period which were not processed at the time of this Application, (ii) direct payment by 

the Debtors of the difference between the amounts allowed and any amounts previously paid by the 

Debtors pursuant to the Interim Compensation Order, and (iii) grant such other and further relief as is 

just.

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Dated: November 14, 2019

WEIL, GOTSHAL & MANGES LLP

By: /s/ Stephen Karotkin

Stephen Karotkin 

Attorneys for Debtors and Debtors in Possession

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Weil, Gotshal & Manges LLP

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New York, NY 10153-0119

Notice Parties

PG&E Corporation

c/o Pacific Gas & Electric Company

77 Beale Street

San Francisco, CA 94105

Attn: Janet Loduca, Esq.

Keller & Benvenutti LLP

650 California Street, Suite 1900

San Francisco, CA 94108

Attn: Tobias S. Keller, Esq.,

Jane Kim, Esq.

The Office of the United States Trustee for Region 17

450 Golden Gate Avenue, 5th Floor, Suite #05-0153

San Francisco, CA 94102

Attn: James L. Snyder, Esq.,

Timothy Laffredi, Esq.

Milbank LLP

55 Hudson Yards

New York, NY 10001-2163

Attn: Dennis F. Dunne, Esq.,

Sam A. Khalil, Esq.

Milbank LLP

2029 Century Park East, 33rd Floor

Los Angeles, CA 90067

Attn: Paul S. Aronzon, Esq.,

Gregory A. Bray, Esq.,

Thomas R. Kreller, Esq.

Baker & Hostetler LLP

11601 Wilshire Boulevard, Suite 1400

Los Angeles, CA 90025-0509

Attn: Eric Sagerman, Esq.,

Cecily Dumas, Esq.

Bruce A. Markell

Fee Examiner

541 N. Fairbanks Ct., Ste 2200

Chicago, IL 60611-3710

Scott H. McNutt

324 Warren Road

San Mateo, California 94402

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