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BAKER 

&

HOSTETLER LLP

ATTORNEYS AT LAW

SAN FRANCISCO, CA

- 9

4849-2331-9454.4

Exhibit 1

Case: 19-30088 Doc# 3668-1 Filed: 08/22/19 Entered: 08/22/19 18:25:17 Page 1

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440 Mamaroneck Avenue, Fifth Floor, Harrison New York 10528

www.dundon.com

April 15, 2019

The Official Committee of Tort Claimants of 

PG&E Corporation. et al 

 c/o Mr. Robert Julian 

Baker & Hostetler LLP

11601Wilshire Boulevard

Suite 1400

Los Angeles, California 90025

Ladies and Gentlemen:

Subject to approval of the United State Bankruptcy Court for the Northern District of California 

(the “Court”) and consistent with the guidelines of the Office of the United States Trustee (the “US 

Trustee”), we (“Dundon”) propose to the Official Committee of Tort Claimants (the “Committee”) 

our engagement (the “Agreement”) retroactive to March 1, 2019, as financial and strategic adviser 

to the Committee. 

The scope of our duties to the Committee are included below:

• Real estate: Review and advise on PG&E Corporation and Pacific Gas and Electric 

Company’s (the “Debtors”) real estate portfolio and evaluate leases for 

optimization/rejection and any proposed real estate sales or financings (except for PPAs 

as described below).

• Monitor, advise the Committee and, as directed by counsel, outreach to the California 

Public Utilities Commission with respect to resolution of tort claims, confirmation of a 

plan and other matters, if requested by counsel.

• Monitor, advise the Committee and, as directed by counsel, outreach to the California 

legislature and the California Governor’s office with respect to resolution of tort claims, 

confirmation of a plan and other matters, if requested by counsel.

• Monitor and advise the Committee regarding institutional shareholders, corporate 

governance, shareholder votes and proxy contests, and potential changes in the 

composition or direction of PG&E Corporation’s Board of Directors or senior executives.

• Advise the Committee with respect to the Debtors’ employment and labor issues (other 

than assistance on any proposed KERP/KEIP, due to Lincoln Partners Advisors LLC’s 

(“Lincoln”) prior involvement).

• Assist the Committee with its communications website as required by Section 1102 of the 

Bankruptcy Code.

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Official Committee of Tort Claimants April 15, 2019

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• Collaborate with Lincoln as requested in the review and analysis of tax related issues -

attributes, carryforwards, state tax implications and potential impact on ratemaking.

• Collaborate with Lincoln as requested with operations, rate base, and regulatory 

considerations. 

• Collaborate with Lincoln as requested with analysis of power purchase agreements.

• Collaborate with Lincoln as requested with Wildfire Mitigation.

Our duties lie solely to the Committee and we will be directed by the Committee in the 

performance of such duties pursuant to its by-laws or other resolutions, and by counsel to the extent 

necessary to assist counsel in providing legal advice to the Committee. We are not being engaged 

by or for any individual Committee member, any other tort claimant in Chapter 11 cases of PG&E 

Corporation, et al. (the “Cases”), and expressly disclaim any duty to any of the foregoing in such 

individual capacities. Any advice we provide to any member of the Committee will be rendered 

as, must be interpreted solely as, advice to the Committee as a whole in the performance of its 

statutory duty.

Dundon will submit its evaluation and analyses pursuant to this engagement in periodic oral and 

written reports. Such reports are intended to and shall constitute privileged and confidential 

information, and shall constitute your property, regardless of whether the Agreement is approved 

by the Bankruptcy Court

Dundon intends for all work to be privileged and confidential to the fullest extent possible and to 

be covered by the attorney work-product doctrine and any other applicable privileges. 

Accordingly, Dundon agrees to maintain strict confidentiality with respect to all aspects of the 

engagement and the work, including all communications between or among Dundon, Committee 

counsel, or any other advisors; all documents that are received, reviewed, provided, made 

accessible or generated; and all strategies or tactics employed or considered in connection with the 

engagement.

Notwithstanding that our fees and expenses for the engagement will be paid by or for one or more 

Debtors, no such Debtor has been, is, or while this Agreement is in effect will become, our client 

in any matter whatever. 

Our objective is to support as fair and as fast a recovery to tort claimants in the Cases as may be 

achieved, as more particularly set forth as to duties, rates, and qualifications in that certain retention 

application to be made to the Court (the “Application”). We will do this as the Committee’s 

financial and strategic adviser; we will not act as its agents, employees, attorneys-in-fact, 

attorneys-at-law, securities brokers, accountants, or tax advisers. We have disclosed to the 

Committee the risks and uncertainties of recoveries arising from bankruptcy generally and 

specifically from the character of tort claims and the challenges of the Cases. We haven’t promised 

any particular result or amount of recoveries, and we have and undertake no liability to the 

Committee, any member of the Committee, any debtor or any creditor of any debtor, for the 

amount of recoveries or the occurrence of any particular outcome of the Cases of any debtor. 

The Committee agrees that Dundon’s compensation shall be based on hourly rates, as set for 

below, consistent with the Application, and any applicable order or guidelines, and further agrees 

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Official Committee of Tort Claimants April 15, 2019

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that our fees and expenses are not contingent with respect to the achievement or prospect of any 

particular level of recovery or other outcomes desirable to the Committee or any or all tort 

claimants or other creditors of any debtor. We agree that anything in this Agreement or the 

Application notwithstanding, no individual member of the Committee, its counsel and other 

advisors, shall have responsibility for any of our fees and expenses hereunder or otherwise, and 

we shall not be entitled to payment of fees and expenses in excess of any amount approved by the 

Court.

A number of Dundon’s personnel have experience in the above matters and may be engaged in 

this representation. Although others of our staff may also be involved, we have listed below certain 

of the Dundon personnel (along with their corresponding billing rates) who would likely constitute 

the core group for this matter.

Alex Mazier $600.00/hr.

Harry Tucker $450.00/hr.

John Roussey $550.00/hr.

Jonathan Feldman $600.00/hr.

Laurence Pelosi $630.00/hr.

Matthew Dundon $630.00/hr.

Peter Hurwitz $600.00/hr.

Phillip Preis $500.00/hr

 

These rates will be adjusted as of July of each year to reflect advancing experience, capabilities, 

and seniority of our professionals as well as general economic factors. Matthew Dundon will lead 

this assignment, and will remain personally involved throughout the engagement

Either the Committee or we may terminate this Agreement at any time and for any reason or none, 

and the Committee and Court may at any time direct that we limit or discontinue our services to 

the Committee. In all such cases, we shall remain entitled (insofar as the Committee is concerned, 

but remaining subject to Court approval) to all fees and expenses incurred through the date of such 

termination or limitation, but to no further fees nor to the reimbursement of any expenses incurred 

thereafter.

Case: 19-30088 Doc# 3668-1 Filed: 08/22/19 Entered: 08/22/19 18:25:17 Page 4

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Official Committee of Tort Claimants 

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April 15, 2019 

This agreement is governed by New York law without giving effect to its conflict of law 

provisions. Any dispute arising hereunder shall be adjudicated by the Court unless the Court 

declines jurisdiction, in which case any other court of competent jurisdiction located in the city, 

county and state of New York shall adjudicate such disputes. 

Best regards, 

Dundon Advisers L 

By: :U# \fl.~ z I <...... 

Matthew J. Dundon 

AGREED AND ACKNOWLEDGED: 

Date ~ \""1J, .2ol5 

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