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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

-oOoIn Re:

PG&E CORPORATION AND PACIFIC

GAS AND ELECTRIC COMPANY,

Debtor.

_____________________________

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Case No. 19-30088

Chapter 11

San Francisco, California

Wednesday, December 4, 2019

10:00 AM

DEBTORS' MOTION PURSUANT TO 

11 U.S.C. SECTIONS 363(B) AND 

105(A) AND FED. R. BANKR. P. 

6004 AND 9019 FOR ENTRY OF AN 

ORDER (I) AUTHORIZING THE 

DEBTORS TO ENTER INTO 

RESTRUCTURING SUPPORT

AGREEMENT WITH THE CONSENTING 

SUBROGATION CLAIMHOLDERS, 

(II) APPROVING THE TERMS OF

SETTLEMENT WITH SUCH 

CONSENTING SUBROGATION 

CLAIMHOLDERS, INCLUDING THE 

ALLOWED SUBROGATION AMOUNT, 

AND (III) GRANTING RELATED 

RELIEF [3992]

TRANSCRIPT OF PROCEEDINGS

BEFORE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Debtors: STEPHEN KAROTKIN, ESQ.

Weil, Gotshal & Manges LLP

767 Fifth Avenue 

New York, NY 10153

(212) 310-8000

For the Official Committee 

of Unsecured Creditors:

ANDREW LEBLANC, ESQ.

Milbank LLP

1850 K Street, NW

Suite 1100

Washington, DC 20006

(202) 835-7500

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For the Official Committee 

of Unsecured Creditors 

(cont'd.):

GREGORY A. BRAY, ESQ.

Milbank LLP

2029 Century Park East

33rd Floor

Los Angeles, CA 90067

(424) 386-4000

For the Official Committee 

of Tort Claimants:

ROBERT A. JULIAN, ESQ.

Baker & Hostetler LLP

11601 Wilshire Boulevard

Suite 1400

Los Angeles, CA 90025

(310) 442-8887

For the Ad Hoc Group of 

Subrogation Claim Holders:

MATTHEW A. FELDMAN, ESQ. 

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8651

For the Ad Hoc Committee 

of Senior Unsecured 

Noteholders:

MICHAEL S. STAMER, ESQ.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

ABID QURESHI, ESQ.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-8027

For Gov. Gavin Newsom: NANCY MITCHELL, ESQ.

O'Melveny & Myers LLP

7 Times Square

New York, NY 10036

(212) 326-2000

For Adventist Health 

System/West and Feather 

River Hospital:

REBECCA J. WINTHROP, ESQ.

Norton Rose Fulbright US LLP

555 South Flower Street

41st Floor

Los Angeles, CA 90071

(213) 892-9200

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Court Recorders: LORENA PARADA

Transcriber: CLARA RUBIN

 eScribers, LLC

7227 N. 16th Street

Suite #207

Phoenix, AZ 85020

(973)406-2250

Proceedings recorded by electronic sound recording; 

transcript provided by transcription service.

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SAN FRANCISCO, CALIFORNIA, WEDNESDAY, DECEMBER 4, 2019,

10:00 AM

-oOo-

(Call to order of the Court.)

THE CLERK: All rise. Court is now in session, the 

Honorable Dennis Montali presiding. 

THE COURT: Good morning, everyone. Welcome back. 

IN UNISON: Good morning. 

THE CLERK: Matter of PG&E Corporation. 

THE COURT: Mr. Karotkin, you've been missing in 

action for a while. 

MR. KAROTKIN: Only one hearing, sir. 

THE COURT: Well, that's one. Well, I got a couple of 

housekeeping. You have a --

MR. KAROTKIN: No; go ahead. 

THE COURT: Well, the housekeeping -- two things, 

obviously. Some parties have said, because we have to -- I 

have to decide the support-agreement issue today, I can't 

decide or can't brief the issue on whether the subrogation 

group is impaired or not. And I agree. That seems to be an 

open issue. So unless there's some opposition from you, Mr. 

Karotkin or the debtor's side, I'll wait until I make a ruling 

on today's matter, and then decide whether that moots the 

briefing for the legal issue or whether we should just adjust 

the deadlines. That make sense from -- you follow me? Am I 

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confusing you? 

MR. KAROTKIN: I know we filed an initial brief on 

that --

THE COURT: Right. 

MR. KAROTKIN: -- and I don't -- the other people did 

not. 

THE COURT: No, the other people said it's too 

premature because the RSA issue hasn't been resolved. And I --

if I were to approve your motion on the RSA, it seems to me 

that frames the issue on whether the subrogation group is 

impaired or not and, if I deny it, it kind of moots it. So --

MR. KAROTKIN: That's fine.

THE COURT: Yeah, okay. And then the other question 

is this flurry of papers yesterday from the committee and 

others, about continuing the exit-financing motion. Does the 

debtor have opposition to that?

MR. KAROTKIN: We're not prepared to consent to that 

today. We do have a December 20th deadline to get the 

approval, and we would need to consult with the equity 

providers before we would be in a position to agree to adjourn 

that.

THE COURT: Well, but I -- I mean, how could I insist 

on going forward on a hearing in thirteen days if they haven't 

even gotten their discovery out of the way? I mean, I guess I 

can defer it a little bit, take it up at the hearing next week, 

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but that's --

MR. KAROTKIN: If you could defer it a couple of days, 

we may be able to get consent to that. 

THE COURT: Okay. Mr. LeBlanc, you want to address 

that? And I do need you to state your name for the record, 

even though I recognize you. 

MR. LEBLANC: Andrew LeBlanc, Milbank, on behalf of 

the official committee, Your Honor. 

We filed the letter yesterday --

THE COURT: Right.

MR. LEBLANC: -- knowing that we had this hearing 

today, and -- because the debtors have told us that they'll 

make their witness available on Friday; so, two days from now. 

We haven't received a single document. I don't think -- they 

haven't provided what their actual plan, lowercase P, is with 

respect to the equity commitments that have changed 

fundamentally from what they filed.

THE COURT: Right. 

MR. LEBLANC: So I just don't know how we can defer 

the issue, because if we can't take the deposition -- if we 

don't have the documents, we can't take the deposition. If we 

don't take the deposition, I don't know how we file an 

opposition on the 10th when it is due, based on the current 

schedule. 

And so I just don't think this is something that we 

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can defer. Obviously, we think the right answer is just take 

it off the calendar and then we don't have to worry about the 

discovery, and they -- when they're ready, they can go forward 

with their motion and provide us with the documents. We think 

that --

THE COURT: Well, we have a hearing scheduled here in

this courtroom --

MR. LEBLANC: Yeah. 

THE COURT: -- a week from today, on the pre-petition 

interest -- I mean post -- excuse me, post-petition- --

MR. LEBLANC: Yes.

THE COURT: -- interest issue. And I could right now 

extend any response by the committee to a day or two after 

that, and we can revisit this on Wednesday if there's an 

agreement. Does that make sense? 

MR. LEBLANC: The only portion of that that is 

concerning, Your Honor, is we do need discovery, including 

documents and a deposition, before -- and more than one 

deposition; there're depositions scheduled by other parties, as 

well. 

THE COURT: Right. Right.

MR. LEBLANC: We need that before we file our 

opposition. We can't take the depositions until we get 

documents. 

THE COURT: No, I got it.

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MR. LEBLANC: And so I'm fine -- I'm going to be back 

here next week in any event, and I'm fine talking about it next 

week, but I will tell the Court that, if we don't get the -- if 

we can't do it on the schedule that exists now in any event,

because we can't take a deposition on Friday, having not been 

provided any documents yet --

THE COURT: Well, you could, but you wouldn't --

MR. LEBLANC: Yeah, we could; it just wouldn't be 

very --

THE COURT: -- wouldn't be very effective.

MR. LEBLANC: -- effective. Yeah. It would not be 

the first time --

THE COURT: But it'd be quick. 

MR. LEBLANC: I'm not sure that's true even. It'd be 

a lot of questions about what are you guys actually doing, that 

I'm not sure anyone can answer. 

So that's fine -- I'm fine addressing it again next 

week, but I will tell the Court that, given where things sit 

today, only thirteen days before that scheduled hearing, the 

fact that we've received no documents, we will not be in a 

position, consistent with due process, to proceed with a motion 

that seeks to incur almost a billion dollars of commitment fees 

against this estate. 

THE COURT: Well, Mr. Karotkin, I understand you have 

to answer, and you have to communicate with, a large group of 

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people, and they can't instantly respond. But, I mean, I --

seasoned lawyers would recognize, trial judges give time for 

people to get discovery done. So is that a clue to say I'll 

probably grant an extension -- or do you want me to keep it 

open so you can stipulate to an extension? 

MR. KAROTKIN: You're not giving me much of a choice. 

I would prefer if you keep it open.

THE COURT: Well, local counsel, Ms. Kim, locally, has 

been in touch with my clerk about alternate days that are 

available on my calendar, and there are -- I'm here. And many 

of you who travel and want to observe holidays; obviously, I'm 

mindful of that. But, I mean, there are a couple of days prior 

to the January 14th date, which is getting kind of full with a 

lot of stuff anyway. So I could move a hearing from December 

17th to something like Friday, January 3rd, without a great 

inconvenience. But I'm also willing to take a chance of 

letting it simmer for a day or two if you can respond by then, 

Mr. Karotkin. 

Why don't we leave it at this: that why don't you --

can you commit to me and to Mr. LeBlanc to file something in 

terms of either a voluntary continuance to some date, or 

opposition, in which case I guess I'll have to make a ruling on 

it? Is that okay? 

MR. KAROTKIN: Yeah, so we could do that by tomorrow 

close of business. 

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THE COURT: Well, I was going to say Friday.

MR. KAROTKIN: Friday's even better. 

THE COURT: Okay. So -- well --

MR. LEBLANC: And --

THE COURT: -- you go ahead with your -- I mean, also 

you want to get your information, and --

MR. LEBLANC: We do. And the one note I would make is 

they've offered up only Friday for their witness, and we're 

obviously not going to take that deposition on Friday, given 

where things sit today. So, fine having Mr. Karotkin take 

couple of days, submit his response, but we're -- I don't want 

anyone to think we're going to show up in New York for Mr. 

Ziman's deposition on Friday.

THE COURT: I'm going to be mindful and optimistic 

that seasoned counsel will come up with some --

MR. LEBLANC: Yes.

THE COURT: -- sensible resolution of it and I won't 

have to be involved. But I'll make a ruling on it after I --

if I get a no-movement position from the debtor, I'll decide 

what to do about it. 

MR. LEBLANC: Thank you, Your Honor.

THE COURT: Okay? So, according to my calculation, 

Mr. Karotkin, unless you have another thinking, the only matter 

left to attend to today is the continued hearing on the RSA 

agreement (sic). And I previously indicated about a one-hour 

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allocation to either side. I will tell you that certain 

unnamed people have criticized me for conducting marathon 

hearings and trying to starve people to death. I have sources 

telling me that people are bringing food supplies out into the 

attorney conference room. So I intend to take a break at some 

point this morning for the benefit of any members of my staff 

that might be suffering from something. But on the other hand, 

if we can continue -- if we can stick with the estimated "a 

couple of hours", then we ought to be able to do it. 

So do you have anything else you want to raise today,

that we need to deal with?

MR. KAROTKIN: No, sir.

THE COURT: Okay, then the way -- consistent with my 

preliminary statement, your side has an hour.

MR. STAMER: Your Honor, I apologize. For the record, 

Mike Stamer from Akin Grump, on behalf of the --

THE COURT: Mr. Stamer.

MR. STAMER: -- ad hoc committee. 

There is some housekeeping that I'd like to discuss.

THE COURT: Okay.

MR. STAMER: I think it's probably best discussed 

after the RSA motion. 

THE COURT: Well, I don't intend to rule from the 

bench. I intend to take it under advisement. 

MR. STAMER: It actually doesn't relate to the RSA 

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motion. It relates to the competitive plan process and the 

lack of information flow from the company. Again, I think it 

would inform the Court and be helpful to the parties if you go 

forward with the RSA motion; you'll hear from the various 

parties, and then I'll get up at the end. I just wanted to let 

Your Honor know we do have an issue we'd like to talk to you 

about, but we're happy to let the RSA motion go first. 

THE COURT: Well, we also have on schedule, coming up, 

a day to talk about the whole confirmation process. But --

MR. STAMER: Your Honor, therein lies the rub. If 

you'd like, I can give you a preview right now. 

THE COURT: I don't care. Well, I'll do it your way. 

I mean, we'll go the way you suggest; we'll --

MR. STAMER: Okay.

THE COURT: -- do it at the end of the day. 

MR. STAMER: Thank you, Your Honor. 

THE COURT: Okay, Mr. Karotkin, are you going to go 

first?

MR. KAROTKIN: Yes, sir. 

THE COURT: It'd be helpful -- I mean, I want you to 

say whatever you want to say, but I'd like you to be -- focus 

on, to some extent, the statements made by Mr. Julian in the 

papers he filed yesterday about this two-consent process and 

whether what you're advocating with the RSA is in direct 

contravention of controlling Ninth Circuit law.

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MR. KAROTKIN: I think that, Your Honor, Mr. Feldman 

will be addressing --

THE COURT: Okay.

MR. KAROTKIN: -- most of those issues. But I will 

say one thing: that the opt-in consents to releases that are 

provided in our plan and the RSA are almost precisely the same 

language as contained in the ad hoc committee and the TCC plan. 

So, frankly I don't -- when I read that, I couldn't quite 

comprehend what Mr. Julian was referring to. 

THE COURT: Well, I have on my list of questions for 

him -- is whether their plan violates the Ninth Circuit law 

also, but --

MR. KAROTKIN: Well, yeah, I mean, I think, Your 

Honor, if you --

THE COURT: And if we're going to violate the Ninth 

Circuit, we might as well be consistent about it. 

(Laughter.)

MR. KAROTKIN: Exactly. I mean, since they want to 

violate the Ninth Circuit on interest, they might as well try 

to violate it on other grounds as well. 

THE COURT: Might as well. 

MR. KAROTKIN: But I think that the cases that Mr. 

Julian cites, and I'm sure Mr. Feldman will get into that, 

don't even come close to resembling the issue before the Court, 

and are completely miscited for propositions that are even 

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relevant to what you're considering today. 

THE COURT: Okay. 

MR. KAROTKIN: But let me go back and make a brief 

statement as to where we are, because I think, Your Honor, it's 

very important to put today's motion into the context of these 

cases and where they are. And, Your Honor, in what you, Your 

Honor, have characterized as major progress -- and again, using 

your words, "major progress" -- in these cases the debtors, 

pursuant to the RSA, have settled twenty billion dollars of 

subrogation claims, for eleven billion dollars; a forty-fivepercent discount. And perhaps equally important, the 

settlement fully complies with the requirements of 1054. 

And I think it's important to note, Your Honor, that 

the requirements of 1054 do not apply just to personal-injury 

claims. The requirements apply to the insurance 

subrogations --

THE COURT: Yes, the whole --

MR. KAROTKIN: -- expressly as well.

THE COURT: -- fire issue, right. 

MR. KAROTKIN: Right. So this settlement complies 

with 1054 in accordance with its terms. It's been memorialized 

in the restructuring-support agreement, with customary and 

typical terms and provisions, that all of the objecting parties 

have themselves proposed and advocated routinely, routinely, in 

other Chapter 11 cases around this country and, as Your Honor 

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noted in your recent statement that you filed, include common 

features; your words, "common features". 

To convince the Court to terminate the debtors' 

exclusive periods, Your Honor, about two months ago, both the 

tort-claimants committee and ad hoc noteholders adopted the 

economic terms of the subrogation settlement wholesale, thereby 

acknowledging its reasonableness and how the TCC can continue 

to argue otherwise or that the settlement doesn't comply with 

the applicable standards of compromise and settlements, whether 

under 9019 or the fair-and-equitable rule. Frankly, Your 

Honor, totally mystifies me how they can --

THE COURT: Well, they -- but in fairness, they 

hadn't, and then they probably couldn't have, brought it on as 

a 9019 motion, but they certainly could set it up as a plan 

issue, right? 

MR. KAROTKIN: Again, they've adopted that economic 

settlement in their plan.

THE COURT: Right.

MR. KAROTKIN: It's there. They've agreed -- and Mr. 

Stamer -- on the record of the hearing before this Court, they 

agreed in their plan to pay the subrogation claimants eleven 

billion dollars in cash. 

THE COURT: Right.

MR. KAROTKIN: That's on the record.

THE COURT: That's right.

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MR. KAROTKIN: Whether -- what their plan -- the mishmosh that their plan provides and how they try to finesse that 

issue is another issue. But on the record before this Court, 

they said that. 

THE COURT: I can hear you.

MR. KAROTKIN: Okay. 

THE COURT: There's a hearing going on in Washington 

where people yell at each other, but we're not going to do it 

here. We're too civilized. 

MR. KAROTKIN: Okay, Your Honor. The only evidence 

before the Court that is completely unchallenged is Mr. Wells' 

declaration, the CFO of --

THE COURT: Yeah, I was going to say --

MR. KAROTKIN: -- of the company.

THE COURT: -- Ms. Winthrop, I believe, from the 

Adventists, took issue with whether there's any evidence to 

support Mr. Wells' statement.

MR. KAROTKIN: Well, Mr. Wells is here today. His 

declaration is in evidence. There's -- no one's -- to my 

understanding, has challenged that. It's undisputed. And as 

set forth in that declaration, it demonstrates that the 

settlement reflected in the RSA is the product of literally 

months of hard-fought, arm's-length negotiations, with the 

assistance and advice of the debtors' retained professionals, 

including an analysis of the claims, the risks of litigation, 

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the impact on the successful and timely administration of these 

cases, and, of course, Your Honor, the substantial discount 

achieved in the settlement.

And I'll note for the record that the subrogation 

claims filed are well in excess of twenty billion dollars. And 

I think the Court can take judicial notice of that. And those 

claims were filed prior to the bar date. 

THE COURT: Can you help me understand the expert 

testimony or the declaration of -- I can't -- Buntler (ph.) --

not pronouncing the gentleman's name correctly -- that was 

filed yesterday for the TCC? 

MR. KAROTKIN: I cannot. I don't understand --

THE COURT: I don't quite understand what his analysis

is telling me, but it --

MR. KAROTKIN: I don't either.

THE COURT: Well, okay, but it, bottom line, seems to 

be that the claims, that he's perceived at least, are well 

under that; they're in the ten-billion-dollar range. And I --

MR. KAROTKIN: I think what he's saying is those that 

match actual --

THE COURT: Right.

MR. KAROTKIN: -- claims filed by individuals are ten 

billion dollars. I don't know what that means.

THE COURT: Okay.

MR. KAROTKIN: Okay? And I think he said it's --

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THE COURT: That makes two of us. 

MR. KAROTKIN: -- incomplete. I don't know if he's 

here today. I mean, we saw that yesterday for the first time

as well. And we didn't -- frankly, we didn't even know that 

person had been involved in this case or retained by anybody.

THE COURT: Well, I understand. 

MR. KAROTKIN: Okay.

THE COURT: That's a different issue. I mean, I'm not 

here to criticize him. I'm just saying I don't quite 

understand it, and you're saying the same thing. 

MR. KAROTKIN: Yeah, I don't understand --

THE COURT: Mr. Julian or --

MR. KAROTKIN: Frankly, I don't understand the entire 

pleading, but that's --

THE COURT: -- someone on the other side can --

MR. KAROTKIN: I'm sure Mr. Julian will try to explain 

that to you.

THE COURT: Okay. 

MR. KAROTKIN: So as I said, claims in excess of 

twenty billion dollars have been filed. And I think if Your 

Honor were to look at the claims record, they're in excess of 

thirty-five billion dollars. 

And perhaps it's important to note that this 

compromise and settlement frees up substantial value to be 

distributed to other claimants in these cases and, perhaps more 

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importantly, greatly facilitates the ability of the debtors to 

emerge from Chapter 11 successfully as solvent debtors and to 

comply with the requirements of 1054. 

THE COURT: The question, though -- the question is 

does it violate controlling federal law? And that's the issue. 

That's gets back to the whole point about Lowenschuss and 

third-party releases and what have you. 

MR. KAROTKIN: And again, Your Honor, Mr. Feldman will 

address that.

THE COURT: Right.

MR. KAROTKIN: The third-party releases are 

consistent, I think, with what you've approved previously.

THE COURT: Right.

MR. KAROTKIN: They are purely voluntary releases. 

And again, the cases cited by Mr. Julian don't even relate to 

the issues before that court -- before the Court. They have 

nothing to do with voluntary releases; absolutely nothing. And 

he misquotes them and miscites them. 

The subrogation-claims settlement, Your Honor, meets 

the standards for approval, whether under Bankruptcy Rule 9019 

or the fair-and-equitable standard. Indeed, Your Honor, no 

party other -- no party other than the tort-claimants committee 

has argued that that standard has not been met. And I 

already -- and as I already noted, having adopted the economic 

terms of the settlement in their competing plan, that argument 

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as to the reasonableness of the settlement or whether it 

comports with applicable standards cannot be taken seriously. 

Under the undisputed facts present here, Your Honor, 

where the subrogation claimants already have paid fire victims 

well in excess of fifteen billion, have reserves for billions 

of more payments, had filed claims for twenty billion dollars, 

and have agreed to a forty-five-percent discount, under these 

circumstances, Your Honor, no one can challenge the 

reasonableness of the settlement, much less seriously contend 

that it falls below the lowest point in the range of 

reasonableness. 

And moreover, as demonstrated in Mr. Wells' 

declarations, even if the fair-and-equitable test were 

applicable, those standards are met as well. The settlement 

takes into account a comprehensive analysis and assessment of 

the probabilities and risks of the litigation; professional 

advice on these matters, including the risks associated with 

estimation hearings; jury trials in San Francisco; and the 

amounts already paid by the subrogation claimants and validated 

by the Insurance Department. The settlement takes into account 

an analysis of the complexity of the litigation and the 

expenses and delay associated with continuing with that 

litigation, including evidence as to twenty-two wildfires, 

causation, liability, and damages, and thousands of underlying 

loss claims, including different views as to causation relating 

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to the Tubbs fire. 

And the settlement plainly is in the interest of 

creditors and all parties in this case, by reason of the 

substantial discount. As I mentioned, the freeing up of 

consideration for other creditor constituencies in these 

cases --

THE COURT: Well, the TCC has argued more than once 

that this deal sucks all the cash out and leaves them with 

noncash. Is that something I need to focus on today?

MR. KAROTKIN: No. 

THE COURT: And is it true? 

MR. KAROTKIN: It's not true. And in fact -- Your 

Honor, again, they've adopted the settlement. 

THE COURT: Well, I understand.

MR. KAROTKIN: Okay? 

THE COURT: I understand.

MR. KAROTKIN: I don't know how they can -- at some 

point they can't have it both ways. I mean, that's sort of a 

consistent position they've taken in these cases from the 

start. They want it both ways. They can't have it both ways. 

Okay? 

And the fact that -- as Your Honor noted, this 

settlement resolves a major contingency in these cases and, as 

I said, in full compliance with the requirements of AB 1054, 

and will greatly facilitate getting these cases confirmed by 

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June 30th, 2020, consistent with the requirements of AB 1054, 

so that the reorganized debtors can take advantage of the goforward --

THE COURT: Well, isn't it true -- isn't it true, 

though, that if this RSA is not approved, that Tubbs goes 

forward, Judge Donato's hearings go forward, unless there's 

some other, of course, change of course? And at the end of 

those two processes, there will be a figure of an estimation. 

The bottom line, as I see it, is Judge Donato is tasked with 

coming up with an estimation number. And if the RSA is 

approved, there's a plug-in, eleven billion. It's not a --

it's not a squishy number. It's a hard number. If there is 

not approval, then he or it, at court, and the jury in Tubbs, 

has to come up -- I mean, really not the jury in Tubbs. The 

jury in Tubbs does what it does, then Judge Donato factors 

in --

MR. KAROTKIN: Right.

THE COURT: -- that data point and all the other data 

points, including the twenty billion-plus claims of the subro 

group --

MR. KAROTKIN: Exactly.

THE COURT: -- and plugs in a number. 

MR. KAROTKIN: That's correct.

THE COURT: So the eleven's --

MR. KAROTKIN: And that -- and this settlement --

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THE COURT: The eleven's already there, right? 

MR. KAROTKIN: Right. And that settlement 

eliminates -- this settlement eliminates the risk --

THE COURT: Right.

MR. KAROTKIN: -- of the estimation of that number, 

taking into account the 20 billion dollars of claims; taking 

into account they've already spent 15.8 billion dollars; taking 

into account the reserves. 

THE COURT: Does the decision on inverse condemnation 

change anything in terms of setting a floor of no less than 

some number that's not known but it's -- it starts with a B. 

Right? 

MR. KAROTKIN: I think, Your Honor, that your decision 

on inverse condemnation only buttresses their ability to 

approve the twenty billion dollars. 

THE COURT: Well, but what I'm getting at --

MR. KAROTKIN: And in that --

THE COURT: -- is it puts a -- it puts a not-less-than 

figure, no matter what; right?

MR. KAROTKIN: Correct. And --

THE COURT: Right. Okay. 

MR. KAROTKIN: -- again, your decision on inverse only 

makes this settlement better from the standpoint of the 

estates. 

THE COURT: Okay. Flesh that out a bit.

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MR. KAROTKIN: Pardon me? 

THE COURT: Just explain that a little more --

MR. KAROTKIN: I'll let Mr. --

THE COURT: -- to me.

MR. KAROTKIN: I'll let Mr. Feldman --

THE COURT: Okay.

MR. KAROTKIN: -- explain that to you. 

So, Your Honor, from the debtors' standpoint and from 

the estate's standpoint, we think the issue before the Court is 

quite straightforward and the path to take is very clear. And 

this is even more the case in view of how in the recent 

pleading filed by the subrogation claimants that we have joined 

in -- addresses the few issues that you have raised and, we 

believe, has resolved those issues.

THE COURT: Oh, you mean the revised worksheet?

MR. KAROTKIN: That's correct.

THE COURT: Yeah. Okay. 

MR. KAROTKIN: And so we think, Your Honor, the path 

forward is quite simple: approval of the settlement, which, 

again, you have appropriately noted is a significant step 

forward in these cases, and a settlement in an amount that 

competing plan proponents have embraced, or the alternative, 

Your Honor, is jettisoning the settlement, resurrecting twenty 

billion dollars in claims, and jeopardizing the entire 

success --

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THE COURT: What happens if I --

MR. KAROTKIN: -- of these cases. 

THE COURT: What if I don't jettison or approve it, I 

just hold it, decide and -- because some have asked me to 

consider -- I believe that was one of the positions by the 

governor's office or some other party -- then just hold it? I 

mean, I realize I don't -- my job is to make decisions that are 

presented to me, not to sit on them, but sometimes judges do 

that anyway, intentionally or unintentionally. 

MR. KAROTKIN: Your Honor --

THE COURT: What's the downside of doing that?

MR. KAROTKIN: I assume you're aware of the fact there 

is a drop-dead date in the RSA.

THE COURT: Well, there is.

MR. KAROTKIN: And it's a serious drop-dead date. 

They have agreed to extend it a number of times. You can speak 

with Mr. Feldman. It's my understanding that this Friday is a 

hard date for them. And they want this resolved. We want this 

resolved. There are estimation proceedings going forward. 

People are spending money. We want it resolved so we can move 

forward in these cases.

THE COURT: But I also -- again, I don't want to turn 

this into I'm playing chicken with Mr. Feldman. If I need more 

than Friday to make a decision, I suspect it'll be okay. But 

I'm -- and I'm not -- I was actually suggesting another 

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alternative of -- and I think you've answered it and Mr. 

Feldman answered it. If I just say, "I think I'll just let 

this simmer until we get to confirmation," then obviously he 

could tell me that all bets are off. And --

MR. KAROTKIN: Your Honor --

THE COURT: -- more importantly, I don't know what he 

would tell Judge Donato. 

MR. KAROTKIN: Your Honor, from the debtors' 

perspective, we think this is a very, very, very reasonable and 

good deal. And from the debtors' perspective, and as 

fiduciaries for all parties-in-interest, we don't want to take 

the risk that this thing blows up. We don't think that's 

appropriate. We think it has to be determined within the time 

frames in the agreement. 

As I mentioned, we and the subrogation claimants have 

reviewed your recent statement and considerations. We filed a 

pleading. We believe that that pleading addresses all of your 

concerns, clarifies issues that you may have had issues or 

problems with. We have filed with that an amended and restated 

proposed RSA that incorporates that. And we believe, under 

those circumstances, that this settlement should be approved. 

I would like to mention one thing. I was asked by one 

of the plaintiff lawyers to mention something on the record to 

make sure it's --

THE COURT: Okay.

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MR. KAROTKIN: -- abundantly clear.

THE COURT: All right.

MR. KAROTKIN: So if I -- I would like to make it 

clear that no one in the RSA is taking the position that the 

fire victims are releasing their insurance contract, coverage, 

or bad-faith claims as part of any proposed settlement with 

any --

THE COURT: Well, all they're releasing is the makewhole things, right? 

MR. KAROTKIN: Only if they voluntarily agree to 

settle --

THE COURT: No, I understand --

MR. KAROTKIN: -- their claims.

THE COURT: -- but that --

MR. KAROTKIN: Okay.

THE COURT: -- that's the way I have gone through the 

revised version, and particularly this chart. 

MR. KAROTKIN: Right. 

THE COURT: That seems to be the only thing that's 

released. Isn't that --

MR. KAROTKIN: That is the only thing released,

unless --

THE COURT: -- what you're restating? 

MR. KAROTKIN: -- unless, Your Honor, they voluntarily 

opt in.

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THE COURT: Well, but if they opt in, what have they 

opted into? In other words, what is the -- and let's assume 

that some of them will opt in. What are they releasing?

MR. KAROTKIN: They've opt (sic) in to releasing third 

parties in connection with the -- claims against third parties 

in connection with the administration of the estates. It's 

clearly set forth in the plan, what they would opt into. And 

again, entirely consistent with the competing plan filed by the 

TCC and the ad hoc group.

Again, voluntary, consistent with your ruling in the 

prior PG&E case --

THE COURT: Well, that gets a lot of mileage, but that 

was a very discrete, one-on-one, one-off-type arrangement. 

So walk me through another step. And if you want to 

pass this off on your colleague, you can, but --

MR. KAROTKIN: Depends on how hard the question is. 

THE COURT: Well, it's a question that I want Mr. 

Julian or someone on the other side to answer too, and that's 

as follows: what happens to a victim -- let's say a victim who 

is -- a victim who is expecting to get a payment of -- pick a 

number -- 100,000 dollars. If the person opts in and the plan 

gets confirmed, when and how does that person get some money? 

You don't -- you can't predict that; can you? 

MR. KAROTKIN: That claim is channeled to the trust --

THE COURT: It sounds in trust.

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MR. KAROTKIN: -- which will be administered by the 

trustee.

THE COURT: Right.

MR. KAROTKIN: And that claim will be paid in 

accordance with the trust procedures.

THE COURT: But do we have any idea when that means? 

Because Mr. Julian makes the argument that, if you don't opt 

in, you'll be waiting for ten years. 

MR. KAROTKIN: The same trust procedures that they 

would have under their plan --

THE COURT: I know, but --

MR. KAROTKIN: -- as well. 

THE COURT: -- help me -- what's the -- how does it 

work? In other words --

MR. KAROTKIN: Typically the way the trust would be 

set up is it would -- there would be a matrix to enable people 

to get their money very quickly if they wanted to get it 

quickly. They also reserve their rights to have a jury trial 

if they want a jury trial. 

THE COURT: But if -- but this goes back to a hearing 

that we had way, way back early on. What does it mean to get a 

jury trial? If the jury -- if the jury comes in with a million 

dollars, you don't necessarily get a million dollars; you get a 

million into the pool --

MR. KAROTKIN: But again, Your Honor --

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THE COURT: -- right? 

MR. KAROTKIN: -- the way that the trust is set up, 

and the way that the funding of the trust is set up, it's 

designed to be in accordance with the estimation ruling. It's 

got to be funded in accordance with the estimation ruling.

THE COURT: Right. It's got to be funded in 

accordance with the estimation ruling, which --

MR. KAROTKIN: And that is why you have said, and I 

believe Judge Donato have (sic) said, you're going to be 

conservative in those decisions.

THE COURT: Well, that's not my call anymore.

MR. KAROTKIN: Okay, well --

THE COURT: But my point is that Judge Donato has to 

make a -- has to pick a number, and that is the number. That's 

in concrete at that point. Right? 

MR. KAROTKIN: That's correct. 

THE COURT: And so --

MR. KAROTKIN: Under both plans.

THE COURT: Yeah, I know that. But we're only talking 

about the impact on this one today. So what I'm trying to 

understand more clearly is that -- let's go back to our 

hypothetical claimant who says, "I'm in. I'll release 

everybody." Is there any way of predicting how and when that 

person will get money, compared to what if the person opts out? 

Is there any way of understanding that from the trust

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structure? I don't know -- I don't understand it. I'm not 

trying to set you up for a quick question --

MR. KAROTKIN: The claims will be --

THE COURT: -- a trick question here. 

MR. KAROTKIN: The trust procedures have not yet been 

fully developed. As I understand how they will work, there'll 

be a matrix pursuant to which people can settle their claims 

quickly --

THE COURT: Um-hum.

MR. KAROTKIN: -- and get paid. 

THE COURT: And get paid quickly.

MR. KAROTKIN: And get paid quickly. If they're not 

happy with that, they can go to mediation, they can go to 

arbitration. If at the end of the day they're not happy, they 

have a right to have -- to go to trial and have their claim 

adjudicated. 

THE COURT: Right, and they can --

MR. KAROTKIN: That's how it typically works.

THE COURT: -- they can sue everybody for everything 

they want.

MR. KAROTKIN: And if they -- and if they opt out of 

the releases, they can sue anybody who they choose to sue.

THE COURT: Well, leaving aside suing third parties

either in another forum or maybe in this forum, the point is 

they don't get any money; no money gets freed up until that's 

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over with; isn't that correct?

MR. KAROTKIN: That's correct. They --

THE COURT: Okay.

MR. KAROTKIN: They either settle or they litigate.

THE COURT: They settle --

MR. KAROTKIN: That's correct.

THE COURT: -- or they litigate. And so -- okay, 

that's what I thought. Okay. 

MR. KAROTKIN: And now I would like to cede the podium 

to Mr. Feldman. 

THE COURT: Okay. Good morning, Mr. Feldman. 

MR. FELDMAN: Good morning, Your Honor. Again for 

the --

THE COURT: You used to sit on that side of the room. 

MR. FELDMAN: Oh, that was --

THE COURT: What happened? 

MR. FELDMAN: They just -- they occupied me. 

THE COURT: You're known by the company you keep, you 

know. 

MR. FELDMAN: Then I'm on the wrong side. 

For the record, Your Honor, Matthew Feldman, Willkie 

Farr & Gallagher, on behalf of the ad hoc group of subrogation 

claimants. 

Your Honor, I want to pick up where you left off with 

Mr. Karotkin on how the releases work, because I think it's a 

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little bit conflated still. And I want to try to take you 

through it more simply. Although, I will completely confess 

and acknowledge upfront, I don't know how the trust mechanics 

are going to work, because, as far as I know, they don't exist. 

And as far as I'm concerned, unless this Court rules in certain 

ways today, we don't have any intention of being involved in 

those trust mechanics that really should be between the company 

and the --

THE COURT: No, I understand. And --

MR. FELDMAN: -- and the TCC.

THE COURT: And I think you even made the point 

before, either to me or maybe it was to Judge Donato, that if 

this RSA gets approved, you're out of the picture, to some 

extent.

MR. FELDMAN: We're on the sidelines.

THE COURT: Yeah, okay.

MR. FELDMAN: There are actually two separate types of 

releases contemplated by the RSA. Let me deal with the 

simpler --

THE COURT: And that's what --

MR. FELDMAN: -- one first.

THE COURT: -- Mr. Julian focused on.

MR. FELDMAN: Yes. Let me deal with the --

THE COURT: Okay. 

MR. STAMER: Let me deal with the simpler one first. 

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The RSA says that the plan that's going to be proposed by the 

company will include -- as Mr. Karotkin characterized it, as a 

standard release of third-party claims, for people's 

participation in the bankruptcy. It's somewhat of an 

exculpation-type release. You have to opt into that release in 

order to be bound by it. 

So, not checking the box, you haven't opted in. 

Checking the box that you're opting out, you haven't opted in. 

So that release will only apply to those people who actually 

opt in. And carved out of that release, as Mr. Karotkin said, 

is what I will shorthand to "ordinary-course claims" you may 

have against your insurance company for acting in bad faith, 

for not paying the amount they should pay. They have all of 

those state-law rights and can pursue their insurance company 

for those types of claims. 

The much more important, from my client's perspective, 

provision in the RSA deals with a circumstance which we all 

hope to be the case: the company is solvent and it is 

confirming a solvent plan. Judge Donato, state-court judge in 

Tubbs -- they've made whatever rulings they've made. The 

individual plaintiffs' claims, who we're fully supportive -- I 

can't stress this enough -- of being paid in full-- that there 

is enough value here to pay them in full. 

In that circumstance, what would happen outside of 

bankruptcy is, as a condition to receiving that payment, you 

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would enter into a release of your made-whole rights, because 

you're being paid --

THE COURT: Because you're paid --

MR. FELDMAN: -- in full. 

THE COURT: -- in full. I mean --

MR. FELDMAN: Exactly. 

THE COURT: -- you're made whole, therefore you don't 

have to --

MR. FELDMAN: Therefore, why do you need to --

THE COURT: -- you don't need a made-whole --

MR. FELDMAN: -- retain that right. 

THE COURT: -- right if you're made whole. 

MR. FELDMAN: Correct. 

THE COURT: Right? Okay. 

MR. FELDMAN: Correct. And so --

THE COURT: But it still -- but you need the company 

solvent and that figure of --

MR. FELDMAN: Let me get to that.

THE COURT: -- the estimation --

MR. FELDMAN: That's what I was going to get to next. 

THE COURT: Okay.

MR. FELDMAN: So there are going to be two types of 

individual plaintiffs, who will participate in receiving 

distributions under the trust, that matter to this made-whole 

discussion. They will all have insurance. Some of them will 

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agree with the matrix that is proposed by the TCC and the 

company. So to use your example, I'm entitled to 100,000 

dollars under the plan. I agree; 100,000 dollars is fine. I'm 

totally good with that. Maybe I thought I was worth -- maybe I 

thought I was due 110,000, maybe I thought I was due 90-, but, 

you know what, I'm good with 100,000 dollars. I --

THE COURT: Take the money and run. 

MR. FELDMAN: Take the money and run. If you decide 

to take the money and run, you are releasing your made-whole 

claim against your insurance company, and now, based on 

feedback we had received at previous hearings, the insurance 

company is releasing you as well.

THE COURT: Right. 

MR. FELDMAN: So there's a mutuality of release --

THE COURT: Mutuality of release. 

MR. FELDMAN: -- in that circumstance. 

THE COURT: And so my hypothetical victim gets his 

check for 100,000 and that's the end of you, and --

MR. FELDMAN: That's the end of it.

THE COURT: -- your client and he have the divorce. 

MR. FELDMAN: And I don't know --

THE COURT: It's done. 

MR. FELDMAN: -- exactly how quickly that will be, but 

presumably it will be quickly, because at consummation, 

presumably this matrix will exist --

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THE COURT: Well, I'm sure, to the victims --

MR. FELDMAN: -- and people'll have the right to do 

it.

THE COURT: -- nothing is quick. But the point is --

MR. FELDMAN: Appreciate that.

THE COURT: -- it isn't the ten-to-twelve-year 

doomsday scenario that Mr. Julian described. 

MR. FELDMAN: So let me go into the doomsday scenario. 

THE COURT: Okay. 

MR. FELDMAN: I look at the matrix and I am entitled 

to 100,000 dollars under the matrix. But I think that that is 

woefully inadequate because I suffered all of these additional 

damages. And so as a result of that, I want to exercise my 

litigation rights, whether that's mediation, arbitration --

THE COURT: Or you opt out. 

MR. FELDMAN: -- or ultimately --

THE COURT: Opt out, or you --

MR. FELDMAN: You don't even have to opt out. 

THE COURT: Or you don't opt in. 

MR. FELDMAN: You don't take the money. You don't 

cash the check, in that circumstance. I go pursue that claim, 

and I pursue it for five years, all the way up to the 

California Supreme Court, and I get a judgment for 1,000,000 

dollars, when there was only 100,000 dollars. I now send my 

judgment to the trust. If the trust has sufficient funds to 

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pay, however that works with the trust -- and I don't have an 

answer to that, Judge -- they'll pay the million dollars. But 

let's not worry about that scenario, because that's the easy 

scenario. That's where someone's going to be paid in full and 

there is no made-whole because they've been paid in full, and 

they are deemed to have released the made-whole and the insurer 

is deemed to have released them. 

Now the trust doesn't have the 1,000,000 dollars; they 

have 750,000 dollars, because everybody's gotten 1,000,000-

dollar judgments when it said 100,000 dollars. And so in fact 

you are exposed; there's a delta. In that circumstance you 

have not released your made-whole claim against your insurer. 

And if you believe you have made-whole rights, you are entitled 

to pursue those made-whole rights. And that's unrelated to 

whether you've opted in or not opted into the plan releases, 

because those plan releases don't go to made-whole. 

THE COURT: Well, suppose that's what happens. 

Suppose our hypothetical person has decided to roll the dice 

and sue everybody and there's enough -- there's not enough 

money in the trust. What -- has AB 1054 been ignored, or was 

it complied with but then subsequently things changed? 

MR. FELDMAN: I think it's the latter. I think the 

Court's going to have to make a finding, in connection with 

confirmation, that it's being complied with and --

THE COURT: But it doesn't -- again, I realize we're a 

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little off the subject, but --

MR. FELDMAN: Um-hum.

THE COURT: -- it doesn't mean that our hypothetical 

judgment creditor can go back to the company and --

MR. FELDMAN: Correct.

THE COURT: -- and say, "You're out there in the real 

world again and, therefore, I want to collect from you," 

because you can't, because of --

MR. FELDMAN: That's correct, Your Honor. 

THE COURT: -- the discharge. Okay.

MR. FELDMAN: And if we want to wait for that, then we 

should all go home and come back in ten years. But that's not 

how bankruptcy works. But that hypothetical creditor is not 

giving up its rights. Now --

THE COURT: Okay. 

MR. FELDMAN: -- the insurer has its defenses --

THE COURT: No, I understand.

MR. FELDMAN: -- to made-whole, and they have their 

rights to made-whole, and that's --

THE COURT: So why --

MR. FELDMAN: -- not going to be heard in this court.

THE COURT: So why does this scenario -- let's -- we 

have the person who chooses the 100,000, and he or she is gone. 

We have the person who waits for years and gets his million 

dollars. He's gone. Now we have the person who waits and gets 

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his judgment for a million, but there isn't a million to pay 

him. Has the law -- the Ninth Circuit been violated if I 

approve this RSA to set the stage to make that situation 

happen?

MR. FELDMAN: Absolutely not. And --

THE COURT: Okay.

MR. FELDMAN: -- before we get to why the law of the 

Ninth Circuit hasn't been violated, I want to remind Your Honor 

that when you ruled on estimation and authorized people to go 

forward with estimation, you yourself made statements from the 

bench about that's the way bankruptcy works.

THE COURT: Well, I know. 

MR. FELDMAN: That is what it is. 

THE COURT: That's what I thought. But I want to --

but I'm reading these briefs --

MR. FELDMAN: That --

THE COURT: -- that act like something else might 

happen. 

MR. FELDMAN: So --

THE COURT: So I -- that's the way I understood it to 

work. 

MR. FELDMAN: Yes. And you understood it correctly. 

So let's go through some of the cases that were cited 

yesterday by Mr. Julian in his pleading; I forget if it was 

yesterday or the day before, but recently. Whatever day it 

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was. 

THE COURT: Time stops. It's all together. We got 

it. 

MR. FELDMAN: Yeah.

THE COURT: So, three Ninth Circuit cases. 

MR. FELDMAN: So he cites to Underhill that held that 

Bankruptcy Code Section 524(e) lacks jurisdiction to approve a 

plan that contains a release between two nondebtor parties. 

And in that circumstance, that is a release where there is no 

consent being given. In my hypothetical where the person 

thinks 100,000 dollars is a pretty good deal, "Let me take the 

check," they are consenting to giving up their made-whole 

rights by taking that check, and we are releasing them --

THE COURT: And there's not a whole lot of --

MR. FELDMAN: -- as well. 

THE COURT: -- case law on that, I believe. There's a 

case --

MR. FELDMAN: Not a lot of case law, but --

THE COURT: Judge Klein has a decision from 

Sacramento. 

MR. FELDMAN: Not a lot of case law but, if you don't 

want -- if you don't want to give up your made-whole rights, 

you have a path, and that is -- that is what is important in 

the Ninth Circuit. And Underhill does not address that, Your 

Honor. 

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In Union Carbide -- which -- actually, the provision 

of the Bankruptcy Code cited by the court in Union Carbide has 

been changed --

THE COURT: Right. 

MR. FELDMAN: -- and so its precedent was sort of 

thrown out by the Seventh Circuit. But even if we want to --

even if we want to pretend that Union Carbide matters, again, 

it is a compelled release; it is not a voluntary release. If 

you disagree with my statement that by accepting the check you 

are voluntarily releasing your made-whole, then I think what 

Mr. Julian's saying has traction. I just don't think that is 

in fact how the law works.

THE COURT: So in my response to -- in my so-called 

musings about your chart here, I said hard choices are still 

choices. Is that true? 

MR. FELDMAN: That is --

THE COURT: Why isn't this a compelled release? Why 

isn't it a compelled release, practically speaking? The 

victims have gone through nightmarish -- and now they're told, 

well, you're going to have to release the insurance company if 

you want your 100,000 dollars. 

MR. FELDMAN: It's not a compelled release, because we 

have to go back to where you started, Your Honor, which is, if 

you are allowed to estimate claims, then it can't be deemed to 

be a compelled release. It can't be that you can both satisfy 

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AB 1054, treat the company as solvent, pay the bondholders in 

full, including potentially post-petition interest and makewhole, not made-whole, pay the -- purportedly pay the TCC's

clients in full, and then say, "Oh, by the way, the other 

impaired class, the subrogation" -- "holders of subrogation 

claims, you can wait for the next five years to see whether or 

not you've been paid in full, because either people will come 

after you or they won't come after you, because I think you're 

compelling them to release made-whole." That's not how 

bankruptcy works. That's not how estimation works. No, by the 

way, that's not how it works outside of bankruptcy either. 

This idea that if you take what you're entitled to 

under the matrix, you are being paid in full, exists in these 

cases all the time. There's nothing unusual about it, except 

we have a --

THE COURT: Well, it exists in the --

MR. FELDMAN: -- bankruptcy judge --

THE COURT: -- real world, in the marketplace too, 

right? 

MR. FELDMAN: It's the way -- it's the way it works. 

THE COURT: If you take your broken machine back to 

Amazon, you get what you paid; you don't get your lost profits. 

MR. FELDMAN: Correct. 

THE COURT: Right? Okay. 

MR. FELDMAN: Correct. And so I think, when you look 

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at the case law that's been cited by the TCC for the idea that 

we've done something improper, I think in all of those 

circumstances it's just fundamentally different. Those cases 

involved -- those cases involved nonconsensual third-party 

releases. 

I would point out, Your Honor, also, and I don't 

think -- I think this -- I think what we're talking about right 

now is relevant for the RSA approval. But I would point out,

that first release that we talk about, that plan release --

THE COURT: Um-hum.

MR. FELDMAN: -- where you have to opt out, that's 

really something for the Court to consider in conjunction with 

confirmation. You're going to look at that release and decide 

whether that is, in fact, as Mr. Karotkin said, an ordinary 

plan release or not --

THE COURT: Well, I --

MR. FELDMAN: -- that you can opt into --

THE COURT: -- I already gave you a clue --

MR. FELDMAN: -- or not opt into.

THE COURT: -- on that: we got go have a careful 

disclosure and proper notice and no tricks.

MR. FELDMAN: Agreed. 

THE COURT: Okay.

MR. FELDMAN: And the fact that it's an opt-in should 

give the Court a lot of comfort --

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THE COURT: Well, it's a good start.

MR. FELDMAN: -- as well. It is a good start. 

If Your Honor has more questions on what Mr. Julian 

filed, I will confess, I don't fully understand the affidavit 

or the declaration either. But what I would point out is, what 

the declaration demonstrates, to me, is that there are both 

insured individual plaintiff creditors and uninsured individual 

plaintiff creditors. The idea that that doesn't total twenty 

billion dollars is really of no moment. If you look at the 

proofs of claim that have been filed in the case -- and we're 

happy to produce a schedule of those proofs of claim, and I 

think the Court can take --

THE COURT: And listen --

MR. FELDMAN: -- judicial notice of it. 

THE COURT: -- I read what Mr. Kasolas filed 

yesterday. I mean, there's so much claim activity going on. 

Here it's December 4th; we've got twenty-seven more days, and 

there're going to be a lot more claims, perhaps.

MR. FELDMAN: Lot more claims.

THE COURT: Yeah, so --

MR. FELDMAN: And it's unrefuted that we have paid out 

actually almost sixteen billion dollars now to victims and have 

reserves and IBNR totaling in excess of twenty billion. 

And Your Honor asked what has changed. I think this 

is a really critical piece of this. And you talked a little 

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bit about playing chicken. I think this is another critical 

piece of this. Since we signed -- since we agreed to this deal 

in August -- and I don't remember, as I stand here, whether we 

signed it in August or September, but the motion was filed in 

early September -- the deal has just gotten better for the 

company and worse for the subrogation claims. And let me 

explain a couple --

THE COURT: Well, you haven't --

MR. FELDMAN: -- reasons why. 

THE COURT: -- bailed out yet, have you?

MR. FELDMAN: We haven't bailed out, but I want to --

THE COURT: Okay.

MR. FELDMAN: -- explain why --

THE COURT: Okay. 

MR. FELDMAN: -- we are sort of at the end of the 

road. And again, I'm not playing chicken with Your Honor 

either. If you tell me you need more time than Friday to issue 

a decision, you're not going to have a problem with me. But if 

you decide to park this to the end of the case --

THE COURT: Yeah, I don't intend to do that. 

MR. FELDMAN: -- I think that's going to be an issue.

The reason I say that it has gotten better is things 

like what Mr. Karotkin said that Judge Donato said, where he's 

going to take a very conservative approach -- the Tubbs 

trial -- we are on the precipice of the Tubbs trial --

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THE COURT: I know. 

MR. FELDMAN: -- which I think is scheduled for 

January 7 --

THE COURT: It's -- January 7th. 

MR. FELDMAN: -- or something like that. 

THE COURT: See what happened to the trial judge, 

though; trial judge gets appointed to the Court of Appeal. 

MR. FELDMAN: Right.

THE COURT: You know, maybe they'll do that here. 

(Laughter.)

MR. FELDMAN: I think it'd be the Ninth Circuit for 

you, Your Honor, so -- I don't think you want the Court of 

Appeals. 

THE COURT: Take that up with Podus (ph.). 

MR. FELDMAN: I'll leave that to somebody else. 

So, between those issues where there is a feeling 

among at least my constituents that the opportunity to get a 

higher number is better, that is a complication to keeping the 

deal at eleven billion dollars. The inverse-condemnation rule, 

which provides for seven-percent pre-judgment interest, which 

is not a component to our twenty billion dollars, not to 

mention the liability issue related to inverse condemnation, 

also means that there is a view among some of my constituents 

that we get a better deal pulling out of this settlement and 

going and litigating these claims. So that's why I say this 

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deal has gotten better and better for the company. And I don't 

think we will hold it together long-term. 

And there's one other component, Your Honor; I just 

want to get this one out. 

THE COURT: You tell Mr. Karotkin that his client just 

did better by the adverse -- inverse-condemnation ruling, and 

he may not agree with you.

MR. FELDMAN: Yeah. 

THE COURT: He may not have been surprised, either. 

MR. FELDMAN: There is another component to this, that 

we have mentioned before, which is that there is an allocation 

agreement among the subrogation -- 110 subrogation insurers. 

That allegation (sic) agreement is specific to this deal. If 

this deal goes away, we're back at the drawing board.

THE COURT: Okay.

MR. FELDMAN: And that's an important component, 

because we do have a number of insurers who don't have exposure 

across twenty-three fires. We have a number of insurers who 

only have Tubbs exposure or only have Camp exposure. Getting 

them back to a place that works feels very unlikely to me, and 

certainly unlikely at eleven --

THE COURT: Well, I have to decide --

MR. FELDMAN: -- billion dollars. 

THE COURT: -- whether this is a good deal, not 

whether your clients might get second thoughts later on. 

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They're in for today, and --

MR. FELDMAN: Agreed, but I don't --

THE COURT: -- and it's for right now. 

MR. FELDMAN: -- but I think the complexity of what 

we're talking about is a component under the --

THE COURT: Well --

MR. FELDMAN: -- fair-and-equitable --

THE COURT: -- I think I know that, and I think the 

fact that this didn't get continued again gave me a signal that 

somebody wants to either make this go or go away. I want you 

to be able to reserve -- you and Mr. Karotkin --

MR. FELDMAN: I --

THE COURT: -- to reserve some time --

MR. FELDMAN: I'm done with my presentation. 

THE COURT: Okay.

MR. FELDMAN: Unless Your Honor has questions, I'd 

like to reserve the --

THE COURT: No.

MR. FELDMAN: -- rest of the time in rebuttal.

THE COURT: No. 

Was there anyone else, Mr. Karotkin, lined up on your 

side, that wanted to make argument here? I mean, I'd rather 

not take more time, but I'm not going to say no. 

MR. KAROTKIN: No, I don't believe so.

THE COURT: Okay. So, Mr. Julian, are you going to 

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take off the lead -- take the lead here, or are you going to 

share it with --

MR. JULIAN: Yes, Your Honor.

THE COURT: What's the plan? 

MR. FELDMAN: I'm sorry, Bob, one --

MR. JULIAN: Yeah. 

THE COURT: Yeah. 

MR. FELDMAN: Your Honor, we did resolve one objection 

of the municipal entities. I'm supposed to just read something 

into the record --

THE COURT: Okay. 

MR. FELDMAN: -- really quickly. I apologize. And 

again, I think this is actually consistent with what's in the

RSA, but this was on the chart as number 1 and number 2. And 

I'm going to read in. "For the" --

THE COURT: Oh, on the -- yeah. Okay. Go ahead. 

MR. FELDMAN: "For the avoidance of doubt, the RSA's 

definition of 'IP Claims' does not include (1) wildfire claims 

held by governmental units or (2) public entities' wildfire 

claims." Thank you. 

THE COURT: One of the things I've learned, in this 

case, that's new to me is to use the phrase "for the avoidance 

of doubt". I'm going to decide to put that in anything I say 

to anybody. You know, my wife asks me if I want to do the 

dishes, I'll say, "For avoidance of doubt". 

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Mr. Julian, are you up? 

MR. JULIAN: I am, Your Honor. Good morning. For the 

record, Robert Julian of Baker Hostetler, for the tort 

committee, Your Honor. And after I present today, Ms. Mitchell 

for the governor is going to have less than five minutes --

THE COURT: Okay. 

MR. JULIAN: -- and then the UCC, less than ten; the 

ad hoc committee of bondholders, less than ten. And the 

Adventist Hospital counsel has about eight minutes.

THE COURT: Okay. Fine. Thank you. 

MR. JULIAN: Your Honor, what -- I would like to help 

today and first correct the record and then address four topics 

for you, solely on the release. And the four topics are going 

to be -- I want you to learn real-time what's going on in this 

case that establishes why resolution of the release dispute is 

important, and why it's stopping this case from being 

resolved -- like, in my opinion, could be resolved tonight if 

you resolve this release the right way -- the whole case, 

setting aside the make-whole and interest issues. 

The second item I'm going to discuss is how the 

resolution trust really should run. And you've heard everyone 

say, we don't know. And I'm going to explain to you how these 

resolution trusts should run and why it's important that it run 

a certain way in this case, and how it impacts your decision 

today.

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THE COURT: Well, yeah, that's what you need to do is 

tie it into today's --

MR. JULIAN: Yes.

THE COURT: -- proceeding, because --

MR. JULIAN: Absolutely. The third is I'd like to 

discuss the law a little bit, although I understand you've read 

my brief and understand how I feel about it. And the fourth is

I'd like to offer a solution of how the lawyers would have done 

this if they had done it the right way and done it 

collaboratively rather than just having the insurance company 

saying, "Me, me, me. This is what I want." 

So first to correct the record, I'd like to draw your 

attention -- I don't suppose you have it in front of you, but I 

will read from --

THE COURT: I have most everything in front of me, but 

what do I need?

MR. JULIAN: This is the -- I didn't understand that 

this was going to be an argument today. So the joint plan of 

the TCC and the ad hoc committee --

THE COURT: Oh.

MR. JULIAN: -- of senior unsecured noteholders

filed --

THE COURT: That I do not have in front of me, but 

I've reviewed it. 

MR. JULIAN: -- October 17. It's docket number --

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THE COURT: No, I know what it is. I mean -- go ahead

and say what --

MR. JULIAN: Yeah --

THE COURT: -- say what it is, but --

MR. JULIAN: Yeah. 4257. And on page 24 of the filed 

document, Footnotes 5 and 6, the release is explained. You've 

heard counsel represent to you that, in the TCC plan, the TCC 

gives the same release that they're requiring. And I'd like to 

read you Footnotes 5 and 6 to the release in our plan. 5 says, 

quote, "The exculpation and release provisions of this plan 

currently do not apply to the holders of subrogation wildfire 

claims or the consenting subrogation creditors, and are to be 

determined." Footnote 6 reads, and I quote, "The exculpation 

and release provisions of this plan currently do not apply to 

the holders of subrogation wildfire claims or the consenting 

subrogation creditors, and are to be determined." 

So, Your Honor, it is not true that the TCC and the 

bondholders have proposed the same release. I understand that 

in a former draft they may have done that, but then I went to 

Mr. Stamer and told him it was illegal under Ninth Circuit law. 

And they revised it according to my request. Way back when, 

before this even -- issue even came up, they had to agree to 

revise it, before I saw what the subrogation claimants were 

trying to do with the debtors in this case. 

So for my first topic I'd like to talk about 

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resolution of the release. Your Honor, there're about six or 

seven law firms who represent, eh, about sixty, sixty-five 

percent of the wildfire claimants of this case, as the claims 

are currently filed -- that's our estimate -- and who control 

basically, if they all vote the same way -- that's an "if" --

any ability of my firm and the many fine lawyers in here, in 

this case, to -- in a mediation pending before Judge Newsome, 

to reach a deal or, in voting in this case, to approve a plan, 

or, in a settlement agreement, to approve a settlement. 

And these lawyers have a problem advising their 

clients to -- in advance, to agree that when they settle and 

get money from this trust, that they're to give up their claims 

to made-whole, before they know whether they're made whole in

the trust. And I'm going to explain to you why the 

representations on how the trust would work don't work that way 

and how made-whole will not be determined until the end of the 

trust administration. 

So that's the problem. And I -- it's my opinion that 

if you were to strike down this one-sided release today, this 

case resolves by the end of the week, totally. We would have a 

consensual plan, is my prediction, in this case. 

The second point I'd like to address is the resolution 

trust. Your Honor, we are in a unique type of case here, which 

needs a unique type of resolution trust. And so everyone's 

right; it has not been drafted. So I get to say my view of the 

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resolution trust based upon my experience in the world and how 

it's fair here, then show you why it's fair. 

Look, we've got AB 1054, but AB 1054 cannot with 

precision permit you to say everyone is going to be paid in 

full no matter what the estimation is. There's going to be 

wide variations in the trust, according to how payments are 

made. We don't even know if Judge Donato is going to say he's 

certain, in his estimation, that people'll be paid in full. He 

may qualify it. He may give a cushion. He may do a lot of 

things. I don't want to predict what he's going to do, but I 

have a lot of ideas on how I would run the --

THE COURT: Well, but --

MR. JULIAN: -- litigation. 

THE COURT: -- but don't you know, just generally, 

even in the simplest of all simple cases of estimation, it's 

still a guess as to what the outcome should be, based upon all 

the factors? 

MR. JULIAN: Yes. And let me give you a different 

scenario. 

THE COURT: And this factor's likelihood of 

prevailing, controlling law, facts, et cetera, et cetera, et 

cetera. 

MR. JULIAN: Let me give you a different scenario.

THE COURT: Okay.

MR. JULIAN: Suppose hypothetically you appointed 

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Judge Newsome to be mediator. Well, actually we know that to 

be true now. And suppose hypothetically that the L.A. Times --

THE COURT: Don't --

MR. JULIAN: -- is true 

THE COURT: Don't tell me anything about what's going 

on --

MR. JULIAN: Well --

THE COURT: -- with them. 

MR. JULIAN: -- suppose we've reached a number. 

Suppose we've reached a number --

THE COURT: Right.

MR. JULIAN: -- at some point. 

THE COURT: Um-hum.

MR. JULIAN: You want us to reach a number at some 

point. I want us to reach a number at some point.

THE COURT: Well, your side already did reach a 

number. 

MR. JULIAN: 13.5. 

THE COURT: That's right. 

MR. JULIAN: And it may not be payment in full, but it 

may be, because there's only 13.5 left in the case --

THE COURT: Oh, I know. 

MR. JULIAN: -- after they took 11, that that's all 

the cash that's left. By "cash", I mean stock. Right? 

Because if there's a 61-billion-dollar value of this added up, 

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the most you can get out of this case for the victims is 13.5. 

And if we don't want to blow this thing up with an insolvency, 

maybe good lawyers would recommend in a plan that 13.5 is the 

number. 

THE COURT: Well, I'm assuming good lawyers on your 

side have already recommended that to the --

MR. JULIAN: That's right.

THE COURT: -- their clients, and that's why you 

haven't withdrawn your plan. That is --

MR. JULIAN: So --

THE COURT: -- your plan. 

MR. JULIAN: So, because we have a lot of victims --

and they're growing week by week now, because people were 

impaired and couldn't file their plan -- their claims in time. 

We don't know yet how many people we're going to have, and we 

don't know the total number of claims --

THE COURT: No, but I think it was 78,000, or so, this 

week; right? 

MR. JULIAN: Well -- I think it's --

THE COURT: I mean, Mr. Kasolas has filed it and --

filed his papers and -- whatever. It's in that range. 

MR. JULIAN: It's in that range. 

THE COURT: Okay.

MR. JULIAN: There's some duplicates in there, but 

maybe 73,000 --

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THE COURT: Okay.

MR. JULIAN: -- without the duplicates. 

So here's the point: My envision (sic) of this 

resolution trust is to have installment payments. That's what 

they typically do, often in these cases. That is to say, Your 

Honor, you look at the 74,000, 75,000 claims that come in, you 

get your experts to figure out how many dollars you think they 

are, and then if you're pushing the 13.5 and it's really 14.5, 

you pay off everyone either in a matrix, mediation, 

arbitration, or a state-court trial -- an arbitration trial or 

a state-court trial; you get the dollars as they go through the 

resolution trust, and you pay them $0.70 on the dollar, in the 

beginning. And you hold off the capping, thirty percent or 

twenty percent or ten percent. There're installments to 

everybody, till the end of the case, because you don't want the 

last victim to come into the proceeding --

(Telephonic noise broadcasting over speaker.)

MR. JULIAN: -- getting his claim resolved in a matrix 

or a mediation or an arbitration or a trial, to be left with 

only $0.20 on the dollar, because you don't know. 

So that's the discussion in this case, among the good 

fiduciaries, of how this resolution trust would be run. And 

you don't know until the end. And so the lawyers, who have to 

recommend things to their clients, would normally run a mass 

tort case this way: you wait till the end of the case and, at 

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that time after you get money -- remember, there's claims 

coming into the resolution trust, against tree trimmers. So 

it's not just --

THE COURT: No, I know that. 

MR. JULIAN: -- the stock and the cash. 

THE COURT: I know that. I know that. 

MR. JULIAN: So you don't want the victim, early on in 

the case, signing a release that admits, as they require, that 

he's been made whole, that he's -- because you don't know till 

the end of the case whether he's been made whole. And that's 

even if he takes the money out of the matrix. Sure, they could 

take the money and go home, but --

By the way, let me stop at this point and say this 

about the -- we have not seen the document that says this is a 

mutual release. So far --

THE COURT: I --

MR. JULIAN: -- it's a one- --

THE COURT: I thought I read it in the -- in the 

outline. Anyway, it may not --

MR. JULIAN: We --

THE COURT: -- it may not be drafted in the detail --

MR. JULIAN: We --

THE COURT: -- that you'd expect.

MR. JULIAN: We've asked for it. We haven't seen it. 

But that brings up my point. 

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THE COURT: But it --

MR. JULIAN: Here's how it should run --

THE COURT: But wasn't that in the chart --in the 

revised chart, that that was dealt --

MR. JULIAN: The words "mutual release" are there. I 

don't know the contours of the mutual release.

THE COURT: I don't either. But I took it as they --

what the drafters, Mr. Feldman's side, called "the solution". 

So --

MR. JULIAN: It's -- by the way, I'm going to come to 

the solution. That's my solution, that it's got to be --

THE COURT: Well, you have a different solution.

MR. JULIAN: But it's got to be by consent. It's got 

to be truly by consent, because at the end of the case, those 

lawyers who do these mass tort cases, they want the release for 

Mr. Feldman's client, because they want clean title to the 

money they get out of the bankruptcy case. So -- but at that 

time --

THE COURT: Well, wait a minute. Stop there. What is 

"clean title to money"? There's no indication left, my mind, 

that any money that's paid out could be clawed back. What 

makes you think it could be --

MR. JULIAN: The insurance company --

THE COURT: -- clawed back? 

MR. JULIAN: -- has a claim that the victim may have 

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been overpaid on his claim --

THE COURT: And I read it in here to have it -- that's 

waived. Mr. Feldman can confirm it --

MR. JULIAN: I --

THE COURT: -- when he speaks. 

MR. JULIAN: We haven't -- again, we haven't seen 

that --

THE COURT: I -- look, I'll accept that these are 

complicated documents, and I can't expect you to observe and 

memorize every word of it. But Mr. Feldman can -- when he's up 

here for closing, he can make -- clarify that issue.

MR. JULIAN: I'd appreciate that, Your Honor. 

THE COURT: Okay.

MR. JULIAN: Again, the devil's in the details of the 

scope of that release.

THE COURT: I know. 

MR. JULIAN: Now, here's what's going to happen if the 

victims are forced to give a release during what I would call 

the first installment payment rather than the fourth 

installment payment.

THE COURT: Are forced to, or make a hard decision? 

MR. JULIAN: Make a hard decision. 

THE COURT: I -- those are my words that I made up. 

Hard decisions are still decisions. 

MR. JULIAN: Yeah. I'm going to -- and I disagree, 

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but I'm going to --

THE COURT: Okay.

MR. JULIAN: -- address it as though it's true. Let's 

say that the victim makes the hard decision with his lawyer to 

give the release at that point and forego the third 

installments; they're not going to do that. They're not going 

to want to know whether or not they've been paid in full, 

versus all the other victims. And so what they're going to do 

is they're going to opt to try the cases. If you try 70,000

cases through arbitration -- that's not big jury trials, Your 

Honor; it'd be an arbitration. 

THE COURT: Well, it doesn't matter. 

MR. JULIAN: Streamlined. 

THE COURT: It'll be a -- it'll be a process. Your 

response yesterday says ten to twelve years. 

MR. JULIAN: I'm now going to --

THE COURT: Okay? 

MR. JULIAN: -- explain that. 

THE COURT: I'll accept that that's your judgment. 

I'm not -- you don't even have -- you can explain it or not. 

I'm just saying that sounds like a bad option. But --

MR. JULIAN: I'm going to explain that. 

THE COURT: Okay.

MR. JULIAN: What really -- because we've been talking 

about this, right? I got all these lawyers, sixty law firms, 

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in here talking about how they're going to run this trust and 

the problems (sic). I'm being honest with you right now;

what's happening. And here's what's happening: Faced with 

this obstance (sic) choice -- there're a lot of discussions --

and the possibility that these clients are going to have to do 

some sort of litigation -- and when you do that, two things 

happen to the resolution trust: the costs of the 

administration, lawyers' fees to defend the trustee, to process 

these arbitrations -- not state-court trials -- to process the 

arbitrations, to get the final judgment in, so they don't have 

to give the release, so that they can find out if they get 

money from the tree trimmer, or some other money at the end of 

the case, is going to increase the costs of this trust 

administration horribly -- I don't have an estimate for you

right now, but I can tell you it's hundreds of millions of 

dollars -- and it will prolong the litigation interminably. 

They're right; they're right about one thing. The 

resolution trusts are drafted in a way to make the matrix so 

appealing that people come into the queue early on and they get 

out of the queue and they go home and they have their money. 

Here's the problem with that, with your logical point about 

choice: I'll take the woman that I interviewed, that we filed 

a declaration on, that got the bar date extended. I can't even 

get her into the deposition in Judge Donato's case now, because 

she's in the hospital. And we've gone out -- and many victims 

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are getting deposed now. The stories are unbelievable. They 

all have hardship. They all have hospital problems. 

Here's the point: They are impaired, and they do not 

have voluntary choice when they need money for the hospital or 

to get into a real home rather than living in -- I can show you 

pictures of a trailer with holes in the floor, on a parcel --

this guy was deposed just the other day -- with burnt trees all 

around it. 

THE COURT: But I'm going to interrupt you for -- not 

because this isn't important but because I think you're talking 

to the wrong person. The kind of argument you're making, and 

the kind of proof that you can put on, is why you need Judge 

Donato to give you a bigger number rather than a --

MR. JULIAN: No, Your Honor.

THE COURT: -- smaller number. Well, that's where --

you have to explain to me what --

MR. JULIAN: I'm going to explain to you. There'll be 

pressure --

THE COURT: -- what I'm supposed to do about it. 

MR. JULIAN: There'll be pressure -- it's up to you. 

There'll be pressure on that claimant to ignore his or her 

lawyer's advice and to take the money that does not make them 

even half-whole, because they need that money so desperately. 

And that's not choice. 

We are not dealing with a typical creditor in this --

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THE COURT: But I don't even know, and Mr. Feldman 

couldn't tell me, when even that person is going to get any 

money. You can't tell me, none of us in this room can tell me,

what that trust is going to work and look like. When does the 

first check come out the door? Not for a long time. 

MR. JULIAN: Precisely, and that's why you --

THE COURT: Right?

MR. JULIAN: -- can't evaluate whether this forced 

release is --

THE COURT: Well, I understand, but couldn't I --

MR. JULIAN: -- is fair.

THE COURT: But why couldn't I then deal with it as a 

confirmation issue --

MR. JULIAN: You could. You could. 

THE COURT: -- and let this agreement be in place? 

Because --

MR. JULIAN: No. 

THE COURT: I don't want to cut into your time, 

because I want you to take the time; this is important. But 

you also want me to violate the bird-in-the-hand rule and let 

this eleven-billion-dollar bird fly away, and maybe have a 

twenty-billion-dollar replacement --

MR. JULIAN: I would love a line-item veto like you 

did with the term of the term sheet, that said -- or the RSA, 

that said they couldn't talk to anyone. You struck that one.

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THE COURT: Yeah. I know. Do you think it works? 

Did it make a difference? I mean, it was a line-item veto, but 

they -- it wasn't a veto; it was my reaction and they said, 

okay, we'll do it. But --

MR. JULIAN: I think you had --

THE COURT: -- I can't -- but my point is -- and I'm 

not faulting Mr. Feldman; he's not playing chicken with me. 

But I -- if I decide that you are so right that this agreement 

should be disapproved, maybe nothing will change, but maybe 

there will be a twenty-billion-dollar or twenty-five-billiondollar set of claims instead of eleven. And that's a huge 

consequence to everyone, including perhaps the insolvency 

determination. 

MR. JULIAN: Correct.

THE COURT: And that's not a good thing for anybody --

MR. JULIAN: No. 

THE COURT: -- right? So in other words, you're 

suggesting to me not-good things for your constituents, but so 

far the alternatives seem worse rather than better --

MR. JULIAN: No, because the alternative --

THE COURT: -- because -- no, but, Mr. Julian, I have 

to say, I don't discredit your fervor here or the way you're 

advocating for the causes that you represent, but I can't make 

those people get their money sooner. But it's worse for (sic) 

that to say, by disapproving it, I might make it all the worse

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for them. And so --

MR. JULIAN: Well --

THE COURT: You tell me. Tell me what to do. 

MR. JULIAN: Well, first --

THE COURT: You had some four points, so --

MR. JULIAN: I'm going to address --

THE COURT: And you --

MR. JULIAN: -- try to address them one at a time. 

The first one is, what about the bird in the hand? Common 

sense should prevail in this case. 

THE COURT: Okay.

MR. JULIAN: They're at eleven billion. Think the 

first day I was in front of you in this case, I said, look, 

it's in the range, the eleven billion. Even though I agree 

with Adventist, they haven't proven it up. Putting in a 

declaration of Homer Parkhill, the Ref A (ph.), saying that 

letters were exchanged saying what the claims amount to, and 

having Mr. Karotkin today say, trust me, there's twenty 

million -- twenty billion on file, when I can't count them up, 

twenty billion, is not evidence. 

Put that aside. Eleven -- should be nine billion, but 

eleven billion's in the range. But the problem is they took 

the cash -- and you've already addressed that by doing your 

subordination-claim-by-claim thing. I'm happy with that. But 

we're left with this release. And I'm telling -- I'm shooting 

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straight here, Your Honor: this case is not resolving. I 

can't get lawyers to agree to any plan in this case, or 

mediation with Judge Newsome, or anything, because they can't 

recommend something that they can't recommend under the law. 

And that's the problem.

And the Ninth Circuit has given you cover. I disagree 

with them that these cases aren't on point. Well, sure, 

they're not exactly on point, because you don't have -- but 

think about what they're saying. They're saying that the 

Court's lack of jurisdiction to approve a plan term that deals 

with the releases is outside the Court's jurisdiction. Now, if 

they wanted to have the release consensual, they could have 

done it. But they're asking you to put your imprimatur on it. 

You're forcing this release down our throats. Those victims 

have no choice at the -- well, I'm going to be more accurate. 

Half of those victims probably do have a choice. But I'm 

telling you, Your Honor, I've interviewed some of these people, 

as you know, and some of them don't have a choice. They're 

going to be so desperate, they might sign that. And they won't 

be made whole and we won't know it until the end of the trust 

resolution. And that's the problem we have --

THE COURT: So --

MR. JULIAN: -- with this.

THE COURT: -- tell me how to fix it here. How does 

denying this motion do anything but create more chaos, more 

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confusion, and, frankly, a step backwards rather than -- some 

of us believe maybe a step forward? 

MR. JULIAN: I didn't anticipate that question, but 

that's a perfect question. I have to think about how I can 

answer that without revealing what's going on in the mediation. 

So if you'll forgive me; let me have thirty seconds here. 

THE COURT: Okay, I will forgive you, but also

remember you're sharing the podium here with your colleagues, 

so --

MR. JULIAN: Yeah. I'm wrapping up. 

I offer -- well --

THE COURT: I mean, I got to tell you -- and counsel 

for the governor might convince me otherwise -- I was 

interested to see the public statement, the governor 

disapproving what was progress. And I thought, the last time I 

checked, when you settle a major piece of litigation, that's 

progress. Now, the question is --

MR. JULIAN: And they're in the mediation. They know 

what's going on. 

THE COURT: But I don't -- I'm not in the mediation. 

Okay?

MR. JULIAN: But they are. 

THE COURT: I had one role in the mediation: is to 

appoint the mediator, period. 

MR. JULIAN: Read between the lines.

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THE COURT: I don't want to know what's happening or 

not happening. 

MR. JULIAN: Let me tell you what the solution is. 

The solution is a true consensual release where someone -- no 

one wordsmiths the Ninth Circuit's decision about consent not 

vitiating the problem with jurisdiction to --

THE COURT: What would it say? 

MR. JULIAN: -- approve a release.

THE COURT: How would it read?

MR. JULIAN: That would be a mutual release -- because 

I got to tell you, these plaintiffs' lawyers, they want the 

release. 

THE COURT: Tell me --

MR. JULIAN: And it would be at the end of the trust 

administration.

THE COURT: Tell me, as a bankruptcy lawyer, what is 

the fix that you think will work? I don't want you to --

MR. JULIAN: The plan should --

THE COURT: -- tell me what the plaintiffs' lawyers 

are saying. 

MR. JULIAN: The plan should contain a term that 

states that, at the end of trust administration, when the 

victim receives his or her final payment, the victim and the 

insurers will exchange mutual releases if they think it's in 

their best interest to do so. And what I'm telling you is, it 

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is in their best interest to do so, and that will happen in 

this case, I am convinced of it. What was missing from this 

case is a collaboration where lawyers get together and 

negotiate that mutual release. Instead, the first draft, as 

you know, that came before you was one-sided. I still haven't 

seen the mutual-release form. But it should be consensual. 

And the Ninth Circuit cases -- in the Ninth Circuit 

cases that talk about Union Carbide, which is a Seventh Circuit 

case, even though it was an act (ph.) case -- let me just go 

through the case law just --

THE COURT: Well, I mean, look, Underhill v. Royal has 

been the seminal Ninth Circuit case. Lowenschuss and American 

Hardwoods -- it's a trilogy. I know what they are. I know 

what they say. I also know what Judge Klein's dicta in his 

Mount Shasta, or whatever Mount -- whatever case it was -- I 

mean, he said you can do it. I mean --

MR. JULIAN: And there's one in Las Vegas --

THE COURT: Yeah. 

MR. JULIAN: -- about it, too.

THE COURT: I mean, it can be done. You know it can 

be done. 

MR. JULIAN: Well, it's not --

THE COURT: I mean, look --

MR. JULIAN: It's not legal.

THE COURT: -- you're just advocating a way it could 

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be done. So would we be violating the Ninth --

MR. JULIAN: Because it's consensual. 

THE COURT: Well, that's right, it's consensual. So 

we're --

MR. JULIAN: By both sides. 

THE COURT: -- we're back to the question of whether 

the RSA includes something that is really not consensual. And 

you're making an argument that it's really not, and the other 

side has said, yes, it is. And that's what I have to think 

about. 

MR. JULIAN: And it's -- Your Honor, the reason for 

filing the declaration, that apparently no one could follow --

THE COURT: I didn't say -- I mean, look, it was new 

stuff. I just didn't understand it. It --

MR. JULIAN: This is what it -- the only purpose was 

this --

THE COURT: The gentleman is very knowledgeable in an 

area that I'm not familiar with. 

MR. JULIAN: The only purpose was this; I asked him to 

address one question: can you figure out how many claims --

subrogation claims are on file and how many victim claims are 

on file, and relate them --

THE COURT: And he said --

MR. JULIAN: -- so that I --

THE COURT: And he said, I've got about ten billion 

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now, but I'm still doing it --

MR. JULIAN: Yeah.

THE COURT: -- I'm still working. 

MR. JULIAN: But his first answer was, I can't tell 

from the claims on file, so I have to use the debtors' 

summaries from their experts. 

THE COURT: Okay.

MR. JULIAN: We don't know if they're accurate but, if 

they are accurate, it's about 10.5 billion today, and counting. 

So --

THE COURT: And counting. Right. 

MR. JULIAN: -- my only point is, this issue that 

deals with the release involves billions of dollars. 

THE COURT: I know. 

MR. JULIAN: And just as you said with the inverse 

case involving billions of dollars, which certified to the 

Ninth Circuit, we think this one is so important, it should be 

certified too.

THE COURT: Well, listen, you're -- I don't want to 

criticize you, but you're throwing this "certified" thing a 

little bit too cavalierly. I have two options. As a trial 

judge, I can recommend an interlocutory order or a final order 

for direct appeal. And all I do is recommendation. Somebody 

has to then file an appeal; somebody has to ask the Ninth 

Circuit to take it. The Ninth Circuit has to agree to take it. 

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Secondly, separately, I have authority, when I issue 

an order that isn't final, to put a 54(c) -- 54(b) 

certification on it that just turns it into final. 

MR. JULIAN: Oh, don't get me wrong. 

THE COURT: Here -- that's all I do. In other words, 

if I certify something as final and no one files an appeal, 

that's -- we're done; it's finished. 

MR. JULIAN: Well, an order --

THE COURT: It's final and finished. 

MR. JULIAN: An order approving a settlement is a 

final order. I'm not concerned about that. I just would like 

to pass -- bypass Judge Donato and get to the Ninth Circuit, 

just because there's a lot --

THE COURT: Well, it's --

MR. JULIAN: -- short time.

THE COURT: -- it might not even be Judge Donato. But 

let's leave that for another day. I've made a certification in 

the FERC case, and the Ninth Circuit took it. I've made a 

certification in this case and, if someone files an appeal and 

someone asks the Ninth Circuit to consider it, they will. They 

don't just get it from me. I don't call up the Ninth Circuit 

and say, "Would you please take this?"

MR. JULIAN: I understand.

THE COURT: Somebody has to do it. So you're asking 

me, if I disapprove -- or, excuse me, if I approve the --

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MR. JULIAN: Yes, Your Honor. 

THE COURT: -- RSA, to certify for direct appeal. 

Okay, I'll think about it, but I haven't -- today you want me 

to -- not to approve it. So --

MR. JULIAN: Correct. 

THE COURT: You don't want me to certify, then, do 

you? 

MR. JULIAN: I would -- no. I would like you to --

THE COURT: Okay. 

MR. JULIAN: I would like you to -- well, because I 

think the law's so clear.

THE COURT: Okay.

MR. JULIAN: People --

THE COURT: Let's go to your colleagues. Thank you --

MR. JULIAN: Yeah. 

THE COURT: -- Mr. Julian. I appreciate your -- well, 

you had one solution. What's my --

MR. JULIAN: Well, the solution is --

THE COURT: The solution is tell Mr. Feldman go back 

to the drawing board, get together with the plaintiffs' 

lawyers, and come up with a mutual release that will --

MR. JULIAN: A mutual release that's done at the end 

of trust administration, they want to do it, but it's 

consensual --

THE COURT: And what does it mean -- one more thing. 

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You're the guy that has to meet with these very capable 

plaintiffs' lawyers, who probably don't like being in the 

bankruptcy court, but you and I like being here in the 

bankruptcy court. So how do you predict when is the 

administration over with? Is it -- does it violate the rule 

against perpetuities? I mean, when is it going to be over? 

When will this event of finality occur?

MR. JULIAN: I don't have enough data yet on that.

THE COURT: But it's years and years, right? 

MR. JULIAN: It's years, but the idea is you'd --

THE COURT: It's years. 

MR. JULIAN: The most needy --

THE COURT: It's years. 

MR. JULIAN: The most needy get their -- the way I 

would do it, the most needy get their economics first, to 

rebuild and cut -- and fix the trees. And they've got other 

claims for other things; won't go into them. And those lag --

THE COURT: But what I'm --

MR. JULIAN: -- but they have choices. 

THE COURT: But what I'm getting is I can't -- I can 

disapprove it if it doesn't have a mutual release, but you're 

suggesting a mutual release that I can't even envision when it 

would become operative. That's --

MR. JULIAN: Correct. So you leave it up to the 

parties to do. All I can say is these are capable lawyers; 

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they're going to want a mutual release at the end of trust 

administration, or in the beginning if someone truly does sign 

the settlement agreement or accepts the award, without an 

appeal. 

THE COURT: Well, but you're also suggesting that a 

number of the lawyers you're working with can't make this 

recommendation. But on the other hand, as much as you don't --

you're sympathetic to the plight of the victims here, it is a 

good solution if they get a satisfactory payment. And --

MR. JULIAN: Yes.

THE COURT: -- again, we're back to the wisdom, or the 

lack of wisdom, in Judge Donato and the implication or the 

interpretation of AB 1054. And you're the one that made the 

point to me when you were telling me earlier about the Portland 

cases and the Dow Corning case, which -- and you have the 

experience with the Robins case -- is that if the estimation is 

really high, that's how you protect the victims. 

Unfortunately, it might doom the reorganization effort. 

MR. JULIAN: Correct.

THE COURT: And that's the gamble here, isn't it? 

So --

MR. JULIAN: And --

THE COURT: -- is your 13.5 the right number? So what 

if Donato puts a higher number? What --

MR. JULIAN: I --

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THE COURT: -- happens to your plan? 

MR. JULIAN: I get that question all the time. 

THE COURT: But what's the answer? What happens? 

What happens if Judge Donato says, "You know, I listened to 

what the jury said in Tubbs, I look at the experts that Mr. 

Julian brought in here, and I pick an estimation number of" 

blank, and "blank" is well higher than your plan number. Then 

what happens? 

MR. JULIAN: We deal with it.

THE COURT: Yeah, we deal with it. Okay. Let's hear 

from your colleagues. 

MR. JULIAN: But --

THE COURT: Thank you, Mr. Julian. 

MR. JULIAN: But --

THE COURT: I -- listen, I couldn't --

MR. JULIAN: You have a --

THE COURT: -- I couldn't agree more. I'd like this 

case to settle, as -- almost as much as you, but I can't --

MR. JULIAN: This release is --

THE COURT: -- make the rule --

MR. JULIAN: -- holding us up.

THE COURT: I understand your point about that. And 

the lawyers on both sides know what to do. If they can fix 

it -- I can't order them to do it. 

MR. JULIAN: And I would just make one last point; it 

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was the first point I ever made to you in the hearing weeks 

ago. You have great legitimate questions; most of them can't 

be answered today; they need to be answered in the plan 

construct, when you know -- when I know what the estimation is, 

when I know how much cash is over here, when I know what's 

happening with PE. There's just too many unknowns to be able 

to do --

THE COURT: I --

MR. JULIAN: -- what they want to do today.

THE COURT: I share with you that --

MR. JULIAN: Thank you, Your Honor.

THE COURT: -- concern. Thank you, Mr. Julian.

All right, so, Ms. Mitchell, are you up first? 

MS. MITCHELL: I think I'm up next --

THE COURT: Good morning. 

MS. MITCHELL: -- Your Honor. 

THE COURT: All right. 

MS. MITCHELL: Nancy Mitchell of O'Melveny & Myers, on 

behalf of Governor Gavin Newsom. 

THE COURT: I didn't mean to criticize your client, 

but he did seem to be dissing what looked like is progress. 

But --

MS. MITCHELL: Your Honor, everybody quotes my client 

regularly, and they have a lot of opinions about him. I think 

he's fine and very much appreciates the efforts --

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THE COURT: Does he remind him that he --

MS. MITCHELL: -- that you're making. 

THE COURT: -- doesn't have an E on the end of his 

name like the other --

MS. MITCHELL: We also have that issue now. We have a 

lot of Newsoms floating around the case. 

Your Honor, I will be brief. And I'm not going to 

address the technicalities of the release point; I will leave 

that for people much smarter than I am. But I do think, from 

Your Honor's perspective, it may be helpful for you to 

understand why the governor expressed his concern about the 

fact that the subrogation settlement is, in his view, 

premature, in light of the fact that it locks the subrogation 

claimants into an equity-sponsored plan, at the expense of any 

other alternative, and at a time when we have significant 

questions about whether that plan is confirmable. 

And, Your Honor, I want --

THE COURT: But no one says it is confirmable. 

MS. MITCHELL: No, I understand, Your Honor --

THE COURT: Okay.

MS. MITCHELL: -- but I want to be clear that this 

case is a little different in the sense -- you probably know 

that by now -- in that in a normal case, right, you would build 

momentum around a settlement, like the subrogation settlement. 

THE COURT: Um-hum.

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MS. MITCHELL: And I get that. You sign an RSA, you 

have a party on board, everybody else begins to negotiate. 

That may happen here. And I think Judge Newsome is working 

hard at that. But none of that matters in this context if the 

plan is not able to comply with the requirements of AB 1054 --

THE COURT: Right. I understand.

MS. MITCHELL: -- because there is simply no feasible 

plan. 

So from my perspective, what has happened to us -- and 

this is --

THE COURT: What -- excuse me. What you -- what? You 

say that if I approve the RSA, I say there can be no feasible 

plan? 

MS. MITCHELL: No. If the plan can confirm -- can 

comply with AB 1054, it will not be feasible. If they can't 

get into the wildfire fund, there is no feasible plan here. 

THE COURT: Well, I --

MS. MITCHELL: The settlement itself --

THE COURT: -- I agree, if they can't get into the 

wildfire --

MS. MITCHELL: Correct. 

THE COURT: -- fund, then it's a whole new ball game. 

MS. MITCHELL: The settlement itself does not violate 

AB 1054. What the settlement does is lock in twelve -- eleven 

billion dollars -- sorry, I was giving Mr. Feldman an extra 

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billion -- eleven billion dollars of cash to the subrogation 

claimants, in one plan, which is the equity-sponsored plan. 

THE COURT: Right.

MS. MITCHELL: There is no competitive process here, 

despite Your Honor's best efforts to exclusivity. The debtors 

have moved through the plan process with one goal, and that is 

to get an equity-sponsored plan done. And it has become clear 

in that process that the parties need additional guidance to 

understand what the requirements of AB 1054 mean to them in 

practical terms. The CPUC can't do that. The CPUC has a 

public process that they have go through before they can make 

final determinations. 

So two weeks ago the governor stepped in and shared 

with the plan proponents his view of what was necessary to 

comply with AB 1054. And our goal was to help the plan 

proponents shape plans of reorganization that are not 

predestined to fail, and we are continuing to work with the 

plan proponents to do that. 

I think, Your Honor, though, that it was clear in 

those conversations that some of the parties may have 

misunderstood that in developing their plans, compliance with 

AB 1054 was not going to be a rubber stamp. AB 1054 is going 

to require that any plan sponsor make significant investments 

in infrastructure and that the emerging company be a completely 

transformed utility that is safe and can meet the needs of 

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California for the future.

And to do that, Your Honor, it is going to have to 

have a flexible and sustainable capital structure. And I will 

tell you that those requirements are a heavy lift for the 

debtors and for any plan proponent.

So the debtors are moving forward with an equity plan. 

They want to lock up the subro votes. I get that. Then we 

have an equity-sponsored plan with one party sort of sitting 

there. And the debtors are doing that at a time that we have 

told them explicitly that we have serious concerns about 

whether that plan does or can be modified to meet the terms of 

AB 1054.

THE COURT: But let me stop you there.

MS. MITCHELL: Um-hum.

THE COURT: Don't you therefore believe that even if I 

approve this, if the course is fatally flawed, you or somebody 

will persuade me of that, and there is another plan that is in 

the pipeline. And if there's one plan that's confirmable and 

one that isn't, then there's an easy solution.

Now, maybe you have your own views about the 

alternative plan, but my -- I guess what I'm saying is that if 

Mr. Karotkin and his client and Mr. Feldman and his clients get 

the clear message from the governor's office and anyone else --

CPUC -- pick some other authority -- who says your plan is not 

confirmable, and they get the clue --

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MS. MITCHELL: Oh, I actually think it --

THE COURT: -- don't you think -- don't you think 

they'll fix it?

MS. MITCHELL: Oh, I don't think so. I actually --

THE COURT: Well, then the plan will fail.

MS. MITCHELL: But let me say what I actually think --

THE COURT: Okay.

MS. MITCHELL: -- what they're trying to do.

THE COURT: Okay.

MS. MITCHELL: I mean, I don't -- to some extent, I 

don't think we should be having this hearing, because I think 

we should actually be able to resolve some of these issues, and 

I think that there is a limited amount of time that it would 

take to address some of these issues. But I actually think 

that's exactly what they want to have happen.

Look, Your Honor, we heard at the beginning of these 

cases, AB 1054, they'll extend the date to June. I don't --

they'll extend the June date; I don't really care.

THE COURT: But we don't know. I --

MS. MITCHELL: We talked about --

THE COURT: -- can't -- maybe you know. I don't know.

MS. MITCHELL: Well, no. Well, I probably do know, 

because I had to go through it once, and I don't think we're 

going through it again.

There have been, at various points, suggestions that 

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they were coming to us for money. The reality is that they 

want to lock up the votes, and then they want to say, okay, 

State, you have no choice. Because that's how the equity, in a 

case that is not clearly, Your Honor, in my view, a solvent 

case, is going to have the maximum leverage.

And this settlement is about leverage. It is not 

about a debtor who is acting as a fiduciary, who understands 

that their case and their plan is not confirmable at present, 

under AB 1054, and is trying to do the right thing.

THE COURT: So how do I make a determination that --

on this record -- your plan is not confirmable, therefore your 

motion for implementation of a piece of your plan is denied? 

How do I do that?

MS. MITCHELL: Well, Your Honor, I think that in my 

view, the debtor couldn't, if they were exercising their 

appropriate fiduciary duty, ever have come to you and said that 

this settlement makes sense in light of the fact that --

THE COURT: Well, someone who doesn't like --

MS. MITCHELL: -- they don't know they have a 

confirmable plan.

THE COURT: -- their fiduciary duty knows how -- knows 

the tools in the toolbox to deal with that.

MS. MITCHELL: I do, Your Honor. And if --

THE COURT: No, but listen. I want to stop you.

You weren't on the -- you weren't around for the first 

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case, but you know about the first case.

MS. MITCHELL: That is correct; I wasn't.

THE COURT: And in the first case, Mr. Karotkin's 

predecessor had this great idea of their plan, and I 

disapproved the disclosure statement because I thought the plan 

was unconfirmable as a matter of law. And after the district 

court needed to be straightened out, the Ninth Circuit agreed 

with me, and we ended up with a consensual plan.

Now, I don't have -- if you have the basis, the legal 

basis, to say the RSA should be disapproved because it's based 

upon an unconfirmable plan, I don't hear the argument. Mr. 

Julian's made the argument about the releases, and he's 

somewhat persuasive. I'm not sure I'm going to agree with him 

or not. I have to think about it.

MS. MITCHELL: Yeah.

THE COURT: Where do you -- where is the -- where's 

your silver bullet that tells Mr. Karotkin: your plan is DOA 

therefore the RSA fails?

MS. MITCHELL: Well, we've told Mr. Karotkin that his 

plan, at present, is DOA. Not --

THE COURT: I mean, on -- I mean, on the record --

MS. MITCHELL: I can't --

THE COURT: -- that I can act on.

MS. MITCHELL: -- I can't give you that.

THE COURT: I can only act on -- I've got an up or 

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down on this motion, or the in-between up or down is defer it, 

which you heard me talk to Mr. Feldman --

MS. MITCHELL: I appreciate that, Your Honor.

THE COURT: -- I'm not going to do that.

MS. MITCHELL: Well, I understand --

THE COURT: My job is to make decisions, right or 

wrong. It's not to become "Judge Hamlet" and not make 

decisions.

MS. MITCHELL: I appreciate that, Your Honor. And I 

don't really think you should have been put in this position in 

the first place. That's the parties' choice.

The governor's concern is that that eleven billion 

dollars of cash in this settlement is then not available in 

order to meet the other requirements of 1054, and that what we 

are doing, in an effort to preserve equity value in a company 

that may not have it, is driving us into a situation where, 

yes, Your Honor, if you had the next two or three years, you 

could do a consensual plan. But we have until June 30th. 

THE COURT: Well --

MS. MITCHELL: That is our concern.

THE COURT: -- well, I'm supposed to -- I'm supposed 

to assume that Mr. Feldman and his 110 insurance companies 

can't read the tea leaves about what is the downside of an 

unconfirmed plan or a plan that the judge just said I think if 

you -- insolvency ought to trigger something else, which they

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responded.

MS. MITCHELL: That's correct.

THE COURT: So it would seem to me that unless 

everybody on that side of the room is playing games here --

mind games -- and they can't possibly comply with 1054 and 

don't intend to, then I have to give them the benefit of the 

doubt --

MS. MITCHELL: I --

THE COURT: -- that they're moving towards that goal.

MS. MITCHELL: So I appreciate that, Your Honor. And 

I actually think Mr. Feldman is doing a good job of locking in 

eleven billion dollars for his client. I don't have an issue 

with --

THE COURT: But Ms. Mitchell --

MS. MITCHELL: -- with that. That's his job.

THE COURT: -- what's going to happen if we come to 

the point where that's the killer on confirmation? Don't you 

think that's the kind of thing that financial institutions like 

insurance companies know how to fix?

MS. MITCHELL: Well, it may be.

THE COURT: Like turn it into noncash?

MS. MITCHELL: It --

THE COURT: And a healthy company might be quite 

marketable and worth quite more than real cash, if it's 

tradable, marketable securities.

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MS. MITCHELL: So I agree with you, Your Honor. But 

I'm concerned -- we are concerned about two things. And one is 

that this plan and the momentum that gets behind this plan is 

actually keeping us from being able to fairly evaluate and get 

the information necessary to evaluate the alternative plan, 

because the debtor is pushing only one plan. And they are not 

providing the information necessary for the other plan.

But the other issue, Your Honor, is this. This debtor 

has limited assets. And so I appreciate your view that yeah, 

we'll get to confirmation and everybody will fix it. It's just 

not clear they have enough money to fix it. And that's a case 

that gets lost.

THE COURT: Okay.

MS. MITCHELL: And look, I appreciate the point that 

you're making and I appreciate where Your Honor is. The 

governor did not feel that he could let this hearing go by 

without providing you his perspective.

THE COURT: And I'm not trying to pin you down or 

criticize you or the governor at all.

MS. MITCHELL: Right.

THE COURT: It's not my place to do that. I can joke 

about -- I thought it was progress. You've made an argument --

MS. MITCHELL: We would disagree.

THE COURT: -- about how it's not.

I don't know that I have an option but to say yes or 

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no on this motion. I don't have -- it's unlike the last case 

where I can say the plan is unconfirmable as a matter of law, 

therefore the -- you're dead. I can't say that about the 

debtors' plan, at the moment.

MS. MITCHELL: So I appreciate that, Your Honor.

THE COURT: Okay.

MS. MITCHELL: And in the event that you have to make 

that decision today, we would ask you to say no.

THE COURT: Okay, thanks, Ms. Mitchell. I appreciate 

your time.

All right, creditors' committee? Mr. Bray?

MR. BRAY: Good morning, Your Honor. Gregory Bray, 

Milbank, LLP, counsel for the creditors' committee.

Your Honor, when I appeared before you last on this 

matter, we expressed our concerns that there were a number of 

provisions in the RSA that were really designed to wreak havoc 

on, if not destroy, the competitive plan process that the 

Court, in fact, ordered. Our concerns remain. 

But I do want to emphasize to the Court, especially 

having just heard the comments of the governor, that the 

committee believes it's probably more important than ever that 

we maintain a level, fair, competitive plan process, because it 

is possible, like it or not, the debtors' plan might fail. And 

it is possible that the TCC ad hoc plan might fail. So we 

can't have ourselves locked in, at this point, to one 

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particular path over another or have an RSA adopted that 

essentially tilts the playing field in a way that surcharges or 

doesn't make a settlement like this benefit the entire estate.

And I'll get to that in a minute, but I just wanted to 

clarify a comment in your tentative, and you've made it several 

times. And if I understood you right, if you were to approve 

the RSA -- and we're asking you not to -- but if you do, it's 

subject to 1129 in the sense that you're not resolving 

confirmation issues created through the RSA, if I understand it 

correctly.

THE COURT: Right. I mean, it's like a simple case 

where a debtor-in-possession says I can settle this piece of 

litigation because I think it will facilitate my ability to 

confirm my plan. If it turns out it will destroy any plan 

chances, you have to disapprove it.

So as I just said to Ms. Mitchell, nobody has told 

me -- Mr. Julian is making a pitch on the third-party releases, 

but no one has told me that this plan is fatally -- is fatally 

tainted by virtue of the RSA, if approved.

MR. BRAY: And I understand your point --

THE COURT: And you're not saying that either, I 

guess.

MR. BRAY: No, I'm not. But I'm flipping it around 

the other way. 

THE COURT: Okay.

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MR. BRAY: I guess because I'm a pessimist. Until I 

am told by both parties they've waived all material conditions 

to confirmation, I have to assume the possibility of failure 

and try and keep a process open that maximizes the recovery for 

creditors in that event.

THE COURT: But from my point of view, a big vote for 

non-failure is eliminating -- eliminating -- eleven billion --

MR. BRAY: Well --

THE COURT: -- twelve, or whatever the number is --

MR. BRAY: Then let's jump to that.

THE COURT: -- of claims that are going to fly out --

go away.

MR. BRAY: Let's test that.

THE COURT: Well, okay.

MR. BRAY: Because the way we read the RSA, maybe 

you're half eliminating them, but probably not even that. Mr. 

Karotkin has told you, in no uncertain terms, this is a good 

deal. I think that's probably an understatement. And you were 

also told it eliminates the need for estimation.

If it's that good a deal, it should be available to 

benefit the estate as a whole and not just a particular plan 

proponent. Said another way, the RSA has embedded in it 

negative covenants that essentially prohibit the competitive 

plan, the TCC ad hoc plan, from using the settlement to pay the 

subro claimants. That doesn't make any sense.

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If it's a good deal and it benefits the estate and 

we're trying to do what you just said, which is whittle down 

alleged twenty billion dollars down to eleven, how can it be 

that that settlement is only available to one plan and not the 

other? And if --

THE COURT: I'm not following you. Doesn't the other 

plan have the same treatment?

MR. BRAY: It does. But the RSA you're being asked to 

sign, in section 2, specifically prohibits the subrogation 

claimants from accepting that treatment in the plan or from 

implementing or taking the settlement in the plan. They 

actually have to oppose the terms they're settling on. They're 

contractually obligated to stand before you and object to that 

treatment.

And that's what troubles us. I can show you the 

sections, if you'd like, Your Honor.

THE COURT: Just tell me the section number.

MR. BRAY: It's section 2(a). These actually are 

affirmative covenants, I misspoke, not negative covenants. 

2(a), clause ii, clause iii, and then 2(b).

THE COURT: Okay, wait one second.

MR. BRAY: Sure.

THE COURT: 2 -- yeah, well, I mean, I think --

MR. BRAY: I'm just going to focus you on --

THE COURT: -- I think --

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MR. BRAY: -- let's make it simple. Let's just look 

at section 2(b), negative covenants.

THE COURT: Okay. Got it. Negative covenants. "The 

consenting creditors shall not". What can't they do?

MR. BRAY: They cannot vote to accept the TCC ad hoc 

plan without violating the RSA. 

THE COURT: Oh.

MR. BRAY: Even it offers the same treatment.

THE COURT: You're talking in 2 little (i)?

MR. BRAY: Yes.

THE COURT: Oh, no, (ii). Yes, to vote directly or 

indirectly, file, propose, support, solicit, assist, or 

participate. Okay.

MR. BRAY: So that's been our concern all along, Your 

Honor. We don't object, per se, to a settlement at eleven 

million dollars. The number is in the range. We get that. 

But if you're going to approve it, and the goal is to have 

peace in the valley, then let's have it be applicable equally 

to both plans. Otherwise, if it's only going to be applicable 

to one plan, we're not resolving estimation, because logic

would suggest that we still need to estimate the subro claims 

to keep the other plan on an equal footing.

Said another way, if the eleven-billion-dollar 

settlement is only for their plan and not for their plan, then 

we need to estimate the subro claims for their plan, so that 

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they have a number to plug into their disclosure statement and 

plan, when they go out to solicit. And that seems to be, 

frankly, ridiculous.

If it's eleven billion dollars, it's eleven billion 

dollars. And let's -- and especially if it's cash. If it's 

eleven billion dollars in cash, where does it matter where the 

cash comes from? It's eleven billion dollars.

THE COURT: So you're --

MR. BRAY: I'll find the other sections, Your Honor.

THE COURT: Well, but I'm looking at little (ii), and 

the third line is "or vote". So leave aside solicitation, 

participation, all that other stuff. You're saying the words 

"or vote" --

MR. BRAY: I'm saying --

THE COURT: -- "or vote", the subros --

MR. BRAY: -- they can tell me I'm wrong. I will 

stand back. 

This plan -- this RSA prohibits the subrogation 

claimants from voting to accept the same eleven billion dollars 

in cash that the debtor is offering them in the TCC ad hoc 

plan. I may have cited to you --

THE COURT: No, I mean --

MR. BRAY: -- the wrong provision.

THE COURT: -- I mean, I'm looking at the very same 

words.

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MR. BRAY: I --

THE COURT: And so that means if the senior 

bondholders' plan -- TCC plan is up for a vote, Mr. Feldman's 

clients --

MR. BRAY: Um-hum.

THE COURT: -- are contractually prohibited from 

voting for it.

MR. BRAY: That's right.

THE COURT: That doesn't mean it can't be confirmed.

MR. BRAY: It says --

THE COURT: It doesn't mean I can't be confirmed, it 

means they can't vote it.

MR. BRAY: Well, how -- if they can term --

THE COURT: But they just could do nothing.

MR. BRAY: -- if they can terminate the settlement for 

a plan -- the document says: if you don't confirm the plan --

and "the plan" is defined as the debtors' plan -- we can 

terminate the settlement. If they can terminate the settlement 

if you don't confirm the debtors' plan, even if it's the same 

treatment -- and this is in the termination provision -- then 

we either have to go forward with estimation, so we know what 

the number is in the event of termination, or it's twenty 

billion dollars; which is effectively a nine-billion-dollar 

surcharge, because the Court wants to confirm the creditor 

plan.

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And it's even worse. There's another provision that 

says if you determine to not allow the debtors to solicit their 

plan -- and I'm not saying that's likely; but let's say there's 

a slight chance, for whatever reason, the debtors' plan should 

not be solicited -- if you don't allow that plan to be 

solicited, the subrogation claimants can terminate the 

settlement and assert the twenty-billion-dollar claim.

It's a very conditional settlement, and it's 

conditioned one way. It gives the subrogation claimants a 

number of outs, and it locks the debtor in. And the debtor's 

willing to make that bargain -- it's a Faustian bargain --

because they get to freeze out the competing plan from the 

benefits of the settlement.

THE COURT: So if I approve this, presumably Mr. 

Feldman will tell Judge Donato next time, by the way, we're not 

going to be there for estimation, and he'll have to say, but we 

really will be there for estimation for the competing plan.

MR. BRAY: Yeah.

THE COURT: That's what you say?

MR. BRAY: I --

THE COURT: And we'll see what he says.

MR. BRAY: Well, I don't know what he's going to --

THE COURT: Well, we're going to ask him --

MR. BRAY: Right, but our point --

THE COURT: -- I'll ask him to clarify.

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MR. BRAY: -- is if they don't estimate the -- they 

should be compelled to estimate. In other words, they could 

say no, I'm not going to estimate it, I'm going to just simply 

stand on twenty billion dollars. But that defeats the whole 

purpose.

If you're not going to let the settlement be 

applicable to the competing plan, then what choice is there but 

for the court to continue to order estimation. And if they say 

I'm not going to participate in estimation, what does that 

mean? Someone files an objection to their claim and they're 

just going to dig in and become intransigent as part of this 

process? That doesn't make any sense.

THE COURT: Okay, I got you.

MR. BRAY: Thank you, Your Honor.

THE COURT: Someone's talking on the microphone. We 

need to get you -- if you're going to talk, don't talk near the 

microphone, please. Ms. --

MS. DUMAS: I'm so sorry, Your Honor.

THE COURT: -- Dumas, are you the guilty party there?

MS. DUMAS: My apologies.

THE COURT: Well, you can talk all you want, but not 

on the microphone.

Okay, good morning.

MR. QURESHI: Good morning, Your Honor. For the 

record, Abid Qureshi, Akin Gump Strauss --

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THE COURT: Mr. Qureshi.

MR. QURESHI: -- Hauer & Feld.

THE COURT: Good morning; welcome back.

MR. QURESHI: Thank you. On behalf of the ad hoc 

noteholder committee.

Your Honor, I'm going to confine my comments to the 

same issues that Mr. Bray just addressed. I'm just going to 

put a more precise point on a couple of them.

But first let me start with what our plan provides, 

because I think that was misstated by Mr. Karotkin. Our plan 

does not provide for the payment of eleven billion dollars in 

cash --

THE COURT: Yeah, no, I understood that.

MR. QURESHI: -- to the subrogation. It provides for 

an allowed claim, and the form of consideration -- so an 

allowed claim of eleven billion dollars, but the form of 

consideration cash versus equity --

THE COURT: Yeah.

MR. QURESHI: -- to be determined.

THE COURT: Yeah.

MR. QURESHI: But it's not set in the --

THE COURT: That's how --

MR. QURESHI: -- plan.

THE COURT: -- that's how I read it.

MR. QURESHI: And what we have said repeatedly before 

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the Court is that we would like to engage with the subrogation 

holders in a negotiation concerning the form of that 

consideration, but that is precluded by the RSA.

THE COURT: We're getting some static here. Do we 

know where that's coming from?

It stopped.

Well, they did take -- they changed a word or two, 

then can still negotiate without --

MR. QURESHI: And I will get to that, Your Honor --

THE COURT: Okay.

MR. QURESHI: -- because I think that fix does not 

accomplish what I believe --

THE COURT: Yeah, I --

MR. QURESHI: -- Your Honor intended.

THE COURT: I understand.

MR. QURESHI: So let me start with what Mr. Bray 

talked about, the voting provisions. And if I could point Your 

Honor first to -- in the RSA it is the affirmative covenant. 

It's section 2(a) subsection (iii). And what Your Honor will 

see there is a requirement --

THE COURT: I'm sorry --

MR. QURESHI: -- that --

THE COURT: -- say that again. It's --

MR. QURESHI: 2(a)(iii). So it's on page 7 of the 

document.

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THE COURT: Yeah, okay.

MR. QURESHI: And what you will see there is that the 

subros are required to timely vote their RSA against any plan 

that does not adopt their settlement. That is the provision, 

Your Honor, that is problematic.

And let me be clear, Your Honor, what we are asking 

the Court to do. We have no trouble with an RSA that requires 

the subros to vote in favor of the debtors' plan when the 

debtors' plan adopts their settlement. Of course they can do 

that. That's not an issue.

But, Your Honor, they ought to be affirmatively 

obligated to vote in favor of any plan that adopts their 

settlement, so that if the alternative plan adopts the same 

settlement and says eleven billion on cash --

THE COURT: What about the same release options -- the 

same release provisions?

MR. QURESHI: The same settlement.

THE COURT: Same settlement.

MR. QURESHI: Same settlement. If the same 

settlement --

THE COURT: Verbatim?

MR. QURESHI: -- is contained in another plan, or if 

the parties agree otherwise, of course -- but if the same 

settlement is adopted in another plan, they must be required --

not free to but required -- to vote in favor of that other 

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plan. It can't be the case, Your Honor, that eleven billion 

dollars is good enough only if it comes from the debtors but 

not if it comes from the creditor plan. That just doesn't make 

sense.

THE COURT: Well, but again, how do I -- I mean, 

again, we have this cash -- at the moment, the debtors' plan 

says all cash. Your plan doesn't say.

MR. QURESHI: Correct.

THE COURT: I realize it could be negotiated, but --

MR. QURESHI: It --

THE COURT: -- how do you vote for something without 

knowing what you're getting?

MR. QURESHI: Well, what the RSA as we suggested be 

modified, Your Honor, would simply provide that if and only if 

that settlement -- eleven billion in cash -- is adopted in our 

plan, they are obligated to vote in favor of it. If it's 

not -- if we end up not adopting that settlement, they have no 

obligation to vote in favor of our plan. In that circumstance, 

Your Honor, we can of course negotiate with them and see if we 

can come to some other resolution that is acceptable to them, 

and then it would be a different settlement in our plan.

And alternatively, if we can't reach a resolution, 

then I suppose, Your Honor, the issue would be left for 

confirmation. But so I don't think, Your Honor, that the 

choice here is limited to Your Honor approving or disapproving 

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the RSA. I think it is well within the Court's jurisdiction to 

say look, I will only approve it if --

THE COURT: No, I know I can do that.

MR. QURESHI: -- certain modifications are made.

THE COURT: I mean, I can do that. Of course.

MR. QURESHI: Okay.

THE COURT: But what's the legal theory that you could 

articulate that would -- that says that the debtors' -- the 

proposal that's on the table --

MR. QURESHI: Sure.

THE COURT: -- is legally infirm?

Now, Mr. Julian argues it's legally infirm because of 

the releases. Is there any legal infirmity in what you're 

talking about?

MR. QURESHI: The legal infirmity, quite simply, Your 

Honor, is that it's not in the best interests of the estate. 

Quite to the contrary. The debtors -- and Ms. Mitchell said it 

perfectly -- they are not acting as fiduciaries here. They 

tout the benefits of this settlement, they talk about what a 

terrific job they did getting this great win and taking a 

twenty-billion-dollar claim, which they say is the number, and 

reducing to eleven billion dollars. But then they say but only 

for us. And that settlement somehow isn't good enough if it's 

in somebody else's plan.

Your Honor, that is not a settlement that is in the 

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best interests of the estate. That is not a debtor that is 

acting like a fiduciary.

And, Your Honor, Mr. Karotkin points to a raft of RSAs 

in other cases that many law firms in this courtroom have 

agreed to on, on both sides. And we don't dispute that RSAs 

with voting provisions like this are quite common and that they 

can be, in the right circumstances, a tool to get to consensus. 

But not here, Your Honor, because not one of those cases -- not 

a single one -- had competing plans.

Of all of those cases but two, the debtor had 

exclusivity. In the two --

THE COURT: Well, not in the first PG&E case, it 

didn't.

MR. QURESHI: And I'll come back to that one.

THE COURT: Okay.

MR. QURESHI: That's a great example.

THE COURT: But that was hardly the same in terms of 

the --

MR. QURESHI: Right.

THE COURT: -- the consent.

MR. QURESHI: So, Your Honor, in the two cases, Exide 

and SeraCare, that are cited by the debtors as examples of 

these type of voting provisions are okay even when exclusivity 

has been terminated, not so. Because in those cases, although 

exclusivity had been terminated, there was no competing plan. 

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So there wasn't the concern that we have here, where you have a 

settlement that, as Ms. Mitchell said, it's being used as 

leverage.

THE COURT: So you're saying that when a fiduciary --

and the DIP is a fiduciary -- when the fiduciary proposes a 

plan, it can't take a position is contrary to an alternative 

plan that has the same -- it can't turn its back on an 

alternative plan. But -- you know --

MR. QURESHI: Well, but, Your Honor, it -- eleven 

billion dollars is either a favorable settlement for the estate 

or it's not. It just doesn't make sense to say it's only good 

for the estate if that eleven billion dollars gets paid in the 

context of an equity-sponsored plan, but somehow not if that 

eleven billion dollars is coming from a creditor-sponsored 

plan. That just doesn't make sense, Your Honor.

And in PG&E I, obviously I was not involved in that, 

but, Your Honor, my understanding is that what happened there 

is that a motion was filed seeking approval of a settlement 

along with a support agreement. That motion was filed shortly 

after this Court terminated exclusivity with respect to the 

CPUC, as best as we can tell from the docket --

THE COURT: Right.

MR. QURESHI: -- about a week later.

THE COURT: That's what happened.

MR. QURESHI: And when it was filed, that motion 

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included provisions requiring the senior debt holders to vote 

in favor of the debtor's plan and preventing them from meeting 

with the CPUC concerning an alternative plan. 

What happened? A hearing was held by this Court and 

subsequent to that hearing -- and we don't have a transcript, 

Your Honor, so I don't know what happened at the hearing -- but 

what I do know is that subsequent to that hearing, a revised 

settlement and support agreement was submitted to the Court.

What went away in the revised agreement? The voting 

restrictions that almost every party in the case objected to. 

The senior debt holders were permitted to meet and confer with 

other parties and to discuss, negotiate, and consider the 

alternative plan of reorganization. And the requirement that 

the senior debt holders fully support the debtor plan was also 

removed.

So, Your Honor, I think the legal basis here is that 

it is simply not, under any circumstances, in the best 

interests of these estates, and therefore consistent with any 

version of the applicable standard of review under 9019, to 

approve that settlement.

And, Your Honor, we talked about leverage and how this 

is all about leverage. Well, I think there's a reason why the 

debtors are doing it this way, and it is about their plan. 

Your Honor, Baupost has arguably a blocking position, based on 

the last 2019 that we saw, in the subrogation group. And 

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they're also a large equity holder of the debtor. So this is 

all about leverage to try to push through the equity-sponsored 

plan and get a recovery for old equity. It is not about the 

debtor acting as a fiduciary.

If they were, we wouldn't even be having this 

argument, Your Honor.

THE COURT: Okay.

MR. QURESHI: Now, Your Honor, if I can briefly turn 

to the provision in the RSA concerning negotiations, because I 

don't think, Your Honor, that as modified, it addresses the 

concern that the Court raised in the tentative ruling. 

THE COURT: Well, the tentative ruling was just a 

knee-jerk reaction to a table. It wasn't any thoughtful 

analysis. But go ahead, show me --

MR. QURESHI: Sure, so --

THE COURT: -- where you think it doesn't do the 

trick --

MR. QURESHI: -- Your Honor --

THE COURT: -- in the RSA?

MR. QURESHI: -- it's on page -- it's on page 8.

THE COURT: 8 of the --

MR. QURESHI: Of the RSA.

THE COURT: Of the RSA, okay. 

MR. QURESHI: It is section 2(b)(ii).

THE COURT: Well, that's the same one where we were a 

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moment ago for the --

MR. QURESHI: It is the same one where we were --

THE COURT: -- vote.

MR. QURESHI: -- a moment ago.

THE COURT: Yeah, okay.

MR. QURESHI: And how the debtors, in the black-line 

that I'm looking at, how they modified it, is they simply 

said -- they struck "debtors and the ad hoc subrogation group".

So remember, Your Honor, in the tentative ruling, what 

the Court said is the provision requiring the subros and the 

debtors to "negotiate together" was inappropriate.

THE COURT: Right.

MR. QURESHI: And Your Honor suggested in the 

tentative ruling that that provision be struck. And the debtor 

does, indeed, strike that provision. But the way they modified 

this one, Your Honor, it doesn't make sense; because what it 

says is that the ad hoc subrogation group is free to negotiate 

with other creditor constituencies or participate in mediation 

"to achieve global consensus."

The restriction on their ability to do anything to 

propose, suppose, solicit, encourage, or participate in the 

formulation of an alternative plan, it remains. It's still in 

here.

THE COURT: Well, I'm having a little trouble, because 

the document that I'm looking at for the revised one -- are you 

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looking at --

MR. QURESHI: I'm looking at docket --

THE COURT: -- 4554-1 that was --

MR. QURESHI: I'm looking at 4921.

THE COURT: Okay. 

MR. QURESHI: Docket 4921 --

THE COURT: 4921 is the chart. 

MR. QURESHI: And it has attached to it a copy of the 

RSA --

THE COURT: Okay, you know --

MR. QURESHI: -- itself, which is black-lined.

THE COURT: -- you know what that's -- okay. 

Unfortunately, I didn't get -- I didn't catch up with the 

actual RSA. I mean, I have it somewhere. But I'm just looking 

at the table with the quote, and it says -- it's got that same 

little 2(b)(ii) --

MR. QURESHI: Right.

THE COURT: -- and that's the one that crosses out 

"the debtors and". But you're saying --

MR. QURESHI: It doesn't solve the problem, Your 

Honor, because even in the black-line version of the RSA, 

section 2(b) subsection (iii) continues to contain a 

prohibition for the subros to -- I'm sorry, it's subsection 

(ii); I misspoke.

THE COURT: Yeah, (ii).

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MR. QURESHI: It's 2(b)(ii).

THE COURT: Yes.

MR. QURESHI: And it continues to contain a 

prohibition on the subros to propose, support, solicit, assist, 

encourage, participate in the formulation of any alternative 

plan. That prohibition remains.

What they are permitted by these changes to do is to 

negotiate without the debtors -- because they struck "the 

debtors" from it -- but to negotiate or participate in 

mediation "to achieve global consensus".

THE COURT: Well, you're not worried about the "to 

achieve global consensus"?

MR. QURESHI: No, that's fine. It just can't be 

restrictive.

THE COURT: Okay.

MR. QURESHI: It can't be restrictive.

THE COURT: All right. Listen, I need to wrap you up. 

MR. QURESHI: Two last points, Your Honor, and they'll 

be very, very quick.

Your Honor struck the provision about requiring them 

to negotiate together in the mediation. Striking that 

provision, respectfully Your Honor, is meaningless, if they are 

still obligated to vote against any other plan.

THE COURT: Yeah, no, I --

MR. QURESHI: So we --

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THE COURT: -- got it.

MR. QURESHI: Okay.

THE COURT: Of course.

MR. QURESHI: Last point --

THE COURT: I mean, that was clear.

MR. QURESHI: Last point, Your Honor. We agree with 

Mr. Bray that if Your Honor were to approve the RSA in its 

present form, as submitted, with the obligation of the subros 

to vote against any other plan, that their claims must continue 

to be estimated, because again, if the debtors' plan falls down 

for any reason, and that settlement goes away, there is no 

agreement with us, and we need to know for purposes of our plan 

what that claim is. And therefore it must be estimated.

So in closing, Your Honor, this is about leverage. 

This is about advantaging one plan over another. And this is 

not about a fiduciary doing what they should do. Thank you, 

Your Honor.

THE COURT: Thank you, Mr. Qureshi.

All right, Ms. Winthrop, are you the closer?

MS. WINTHROP: Looks like we're batting cleanup, Your 

Honor.

THE COURT: You're the closer. Good morning.

MS. WINTHROP: Good morning, Your Honor. Rebecca 

Winthrop of Norton Rose Fulbright, on behalf of Adventist

Health System/West and Feather River Hospital, which was the 

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hospital that was burnt down in Paradise.

We have two issues that we'd like to point the Court 

to, to consider. Going back to that infamous release, debtors' 

counsel and the subrogation claimants claim that they have 

addressed Underhill, because this is a fully consensual 

release.

Putting aside the issue of whether Underhill even 

permits fully consensual releases, which we would assert it 

does not -- but let's assume that that is the state of the 

law -- these are not fully consensual. These are neither 

reciprocal nor symmetrical releases, for two reasons.

First of all, it has not fixed the problem for fire 

victims with nonsettling insurers. So if you may recall, we 

have no evidence that our carrier is one of the parties in Mr. 

Feldman's consortium. We have asked whether our insurer is 

part of the group, and the committee never responded.

And in fact, it readily admits that it doesn't 

represent one hundred percent of the insurance companies here. 

So we have a situation where we cannot get -- assuming we do 

decide to settle, we have a situation where we cannot get the 

protections that are promised all the other fire victims with 

settling insurers.

THE COURT: You mean, like a reciprocal?

MS. WINTHROP: Yeah.

THE COURT: Well, but I mean --

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MS. WINTHROP: It's just simply not reciprocal.

THE COURT: -- but the issue of not knowing if 

somebody's in the group can't be insurmountable. I mean, isn't 

there -- isn't there a simple way to determine that?

MS. WINTHROP: Your Honor --

THE COURT: You can't just simply informally ask, and 

if that's no good, formally ask who's not --

MS. WINTHROP: Your Honor, we've looked through the 

claims register. They are not listed here. So if they decide 

they don't want to settle and they don't want to be part of 

this ad hoc group, doesn't want to limit their subrogation 

claims, nothing affords us the benefits that supposedly are 

going to be built into --

THE COURT: But --

MS. WINTHROP: -- the confirmation order.

THE COURT: -- but you as an attorney representing 

your client can know not to consent to something if you don't 

know who is on the other side of the table with you.

MS. WINTHROP: Right. If I -- I can certainly elect 

not to settle --

THE COURT: Right.

MS. WINTHROP: -- and just take this to trial and 

litigate. And that is -- I would assert -- is not a fully 

consensual release.

THE COURT: No, I understand your point. But can you 

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not, at least, make as a formal request, a -- look, a discovery 

request, interrogatory number 1: Mr. Feldman, is XYZ Company 

in your group, yes or no?

If he says yes, that's a good indication, right? If 

he says no, that's --

MS. WINTHROP: We could just ask him right now --

THE COURT: -- that's good --

MS. WINTHROP: -- Your Honor.

THE COURT: No, I understand. Of course you -- and I 

don't want -- we don't do it on the record. I guess I don't 

know why you can't ascertain that fact. But anyway.

MS. WINTHROP: But let's assume -- because they have 

not changed the representations to the Court -- and it's not 

just our problem; you've got fifteen percent, as I 

understand -- they only have eighty-five percent of the 

insurers signed up. This applies to any fire victim that does 

not have a settling insurance carrier. They will not get the 

benefit that is purportedly given, and therefore they are put 

in the impermissible situation of facing litigation as the only 

way to avoid --

THE COURT: Well, but see, you're saying it's not a 

good choice. But the point is, if you don't -- if you can't be 

told who is at the other side of the table, there's no -- the 

choice is obvious. You don't agree to anything. So therefore 

nothing is binding on you, right? You're not releasing 

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anything.

MS. WINTHROP: But that is not the definition of a 

consensual -- I would assert that is exactly what Underhill and 

its progeny were trying to avoid, is the mandatory release 

or --

THE COURT: I get --

MS. WINTHROP: -- a nonconsensual mandatory release.

THE COURT: But what I'm saying is if you, 

representing your client, don't know if the insurance company 

that you want to bind isn't even there to be bound, how are you 

forced to do anything? You're not forced to do anything. 

You'll vote against the plan, and if the plan is 

approved, you're --

MS. WINTHROP: Yeah, I mean, but this is the --

THE COURT: -- that's not Underhill.

MS. WINTHROP: -- issue with the release, not the optin/opt-out.

THE COURT: But the point is, you're not releasing 

anybody?

MS. WINTHROP: Yes, I am, Your Honor. 

THE COURT: Oh.

MS. WINTHROP: I guess this goes back to if I want to 

accept a settlement -- so in the case of your hypo, I want to 

be that 100,000-dollar -- the person who gets the 100,000 

dollars, takes 100,000 dollars, and knows, when he goes home, 

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it's done. But that's not what's going to happen here.

THE COURT: You don't think that if you get the check 

that you will have an agreement by the party who is producing 

your share of the check?

Okay, look, I got your point.

MS. WINTHROP: Okay.

THE COURT: Maybe that's a flaw. What's the other 

point?

MS. WINTHROP: The other problem is even the form of 

the release which is being proposed is not symmetrical, because 

while it does address the issue of gee, this release is only 

related to make-whole, they then take it one step further and 

they demand that the victims stipulate to payment -- payment 

received is payment in full and it fully satisfies the 

releaser's losses.

So while the release may restrict the release to just 

the issue of make-whole, it then demands that the claimant give 

up all other rights. So if you've got -- so let's put this in 

a real-world scenario. If you've got ongoing disputes with 

your insurer over the scope of your insurance policy and you're 

figuring, well, if I put a chunk of money I get from the 

liquidating trust with a chunk of this together, and if I can 

continue fighting together, I can put it all together and I can 

be paid in full, this requires us to agree that we have no 

further losses.

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So it is possible that someone -- a third party could 

then come in and use that admission -- that stipulation -- to 

deny it any further rights. That was well beyond what is 

necessary to give the insurance carriers the purported 

protection that they demand, which is just that they know they 

get to keep your money. Well, you know, Your Honor, when I 

settle, I want to keep my money too.

THE COURT: I guess I -- Ms. Winthrop, I need you to 

help me understand which paragraph doesn't fix it. I thought 

that they acknowledged your reciprocity. That's why I --

MS. WINTHROP: No, Your Honor.

THE COURT: -- was persuaded. Well, what specific 

provision are you --

MS. WINTHROP: They said --

THE COURT: -- pointing to?

MS. WINTHROP: -- they would be willing to talk to us 

and remove offending language. As of today's date, they assert 

they've done whatever is necessary.

THE COURT: Can you tell me which provision is the 

offending language on this point? Because I --

MS. WINTHROP: Yes, Your Honor.

THE COURT: -- I can't memorize all of these terms.

MS. WINTHROP: We have been inundated with paper as 

well, Your Honor.

THE COURT: Okay, so which one?

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MS. WINTHROP: So the only form of release that we've 

got is the release that is on page 144 of 150 in document 

number 4554-1.

THE COURT: Okay, page 154?

MS. WINTHROP: Yes -- sorry, 144 of 150, document 

number 4554-1, that was filed on 11/2.

THE COURT: Yeah, so that one's already been 

superseded.

MS. WINTHROP: Not that I have seen, Your Honor.

THE COURT: Okay. All right. So there's the release.

MS. WINTHROP: So in there it has both of the 

offending provisions, which state, payment of the claim amount 

fully satisfies the releasor's losses resulting or arising from 

the wildfire; and that victims must stipulate that payment of 

the claim amount -- which is defined as the claim that you 

filed in the plan -- which in our case is the full amount of 

our damages -- constitutes payment in full.

So if I want to go against those tree trimmers or if I 

want to go against my insurance carrier for the rest of the 

policy that they owe me, I can't -- or there's an argument that 

I have given up my rights. That is well beyond what is 

necessary to protect the insurance carriers.

THE COURT: Okay. I mean, I --

MS. WINTHROP: And that was not required by any of the 

other settlements that the Court -- that the carriers provided 

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under seal. So those are -- and I would also assert that is 

well beyond what was required in PG&E number one --

THE COURT: No, it's obviously completely different.

MS. WINTHROP: Yeah. In footnote 26. And in fact, 

the Court carved out our exact situation from what is 

protected. 

Thank you, Your Honor.

THE COURT: Thank you, Ms. Winthrop.

MS. WINTHROP: I appreciate your time.

THE COURT: All right, I'm going to stick with our --

MR. JULIAN: One point to clarify, Your Honor, if I 

may?

THE COURT: Mr. Julian.

MR. JULIAN: The press has already picked up yours and 

my colloquy, quoting -- or characterizing what I was saying 

that the TCC has agreed to a 13.5-billion-dollar claims number 

with PG&E debtors. And I need to clarify that's not true. If 

I said it, I misspoke.

When I was referring to the 13.5 billion dollars that 

the TCC have agreed to, I was referring to the 13.5 billion 

dollars that the TCC agreed to in the joint plan with the 

bondholders --

THE COURT: Well, that's --

MR. JULIAN: -- at section 1.9.

THE COURT: -- that's what I -- that's what I 

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understood.

MR. JULIAN: That's what you understood, Your Honor?

THE COURT: I don't know what the media's reporting. 

That's how I understood you to --

MR. JULIAN: Okay.

THE COURT: -- be referring to that figure.

MR. JULIAN: Well, everyone's asked me to clarify it, 

and so --

THE COURT: Okay, so you clarified it.

MR. JULIAN: -- when I referred to the 13.5 it was the 

14.5 in the TCC bondholder plan as the best that we can 

negotiate at that time.

THE COURT: Okay. Mr. Karotkin and Mr. Feldman, I'm 

going to give you fifteen minutes to conclude, and then I'll 

let Mr. Stamer do his housekeeping, and then we're going to 

call it a day.

MR. KAROTKIN: Thank you, Your Honor. Stephen 

Karotkin, Weil, Gotshal & Manges, for the debtors. I'll try to 

be very brief and not even take up the fifteen minutes.

First, with respect to Ms. Mitchell's comments, first 

the debtors take umbrage at any assertion that they're not 

exercising their fiduciary duties. There's no evidence of that 

in the record. There's no evidence of that in the conduct of 

these cases. And I think that what you said to Ms. Mitchell 

was appropriate, that if that's what the governor's office 

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feels, they know what the appropriate remedies are.

I will point out that the debtors have been meeting 

with the governor's office and its representatives on a regular 

basis to address concerns they've raised with respect to the 

debtors' plans. In fact, there was a meeting yesterday that 

was very constructive, and they have been addressing, on an 

ongoing basis, information requests that the governor's office 

has made. And that information is being provided on a timely 

basis.

I will also point out that many of the concerns that 

Ms. Mitchell is referring to were raised only just last week. 

And I think the record needs to be clear about that.

The debtors are not hell-bent on an equity-sponsored 

plan. What they are hell-bent on is having the best plan, the 

financeable plan, that is fair to all of the debtors' economic 

stakeholders and will get these debtors out of Chapter 11 on a 

timely basis, so they can participate in a go-forward Wildfire 

Fund; and that is the singular goal of the debtors and the 

board.

With respect to some of the comments made by Mr. Bray 

and Mr. Qureshi, I think as Mr. Qureshi acknowledged, as he 

must, the provisions in the RSA that they are complaining about 

are customary and typical. They acknowledge that every RSA 

they have been involved with, virtually every one has those 

very same provisions.

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Frankly, I don't understand Mr. Qureshi's position or 

his statements that they're not done in a competing plan 

process or where there's competing plans. Those provisions are 

meaningless unless there are competing plans, so obviously 

that's what they address.

If there was no competing-plan situation, those 

provisions would be meaningless, or why are they there?

THE COURT: Well, but come on, that's -- I mean, if 

the vast majority of RSAs are without competing plans, the fact 

that there's a prohibition on voting for other competing plans 

is belt-and-suspenders, but it's of no consequence.

MR. KAROTKIN: No, but, Your Honor --

THE COURT: But here --

MR. KAROTKIN: -- it addresses --

THE COURT: -- but here we have --

MR. KAROTKIN: -- the situation where exclusivity 

could be terminated.

THE COURT: I know. But here it has been terminated 

and we have a competing plan. So the question is for real.

MR. KAROTKIN: And it's no different.

THE COURT: Well, to me it is different because of 

those two facts. Exclusivity has been terminated, therefore --

and another plan had been filed. So what do I do about that? 

In other words, why is it good for the estate to have this 

provision that only operates for your client and isn't good for 

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both sides?

MR. KAROTKIN: The debtors negotiated a deal with the 

subrogation claimants in the context of moving forward with a 

plan --

THE COURT: Right.

MR. KAROTKIN: -- that they believe is in the best 

interests of these estates. It's not an opportunity for the 

subrogations to go out and shop the plan and shop that deal to 

other people. That's not how it works.

THE COURT: I got you.

MR. KAROTKIN: And if you look at the case law that 

we've cited in our responsive pleadings --

THE COURT: Nobody is suggesting that the subros --

MR. KAROTKIN: -- that's what they address.

THE COURT: -- have been shopping it. The question is 

what is wrong with an exact replica that is put on the table by 

another group? Why should the subrogation group be 

contractually prohibited from even voting -- I'm not suggesting 

they should go man the -- go to the rally and hold up the sign, 

but why can't they just vote for the exact same economic 

consequence?

MR. KAROTKIN: Your Honor, the agreement that we 

negotiated with them is in the context of our plan. They made 

a conscious decision that they want to support our plan going 

forward. They've obviously decided that our plan has the best 

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chance of moving forward and being confirmed on a timely basis. 

And that's the bargain that was struck in the context of these 

cases.

THE COURT: Okay.

MR. KAROTKIN: And I think, Your Honor, you put it 

very clearly. The choice before the Court is clear: either 

you have the ability to approve this and approve a compromise 

of a claim that you yourself have said many times is a 

substantial benefit to these estates, or we can go down another 

path where the settlement is jettisoned, twenty billion dollars 

of claims arise, and in the context of that, we will not 

achieve confirmation of these cases by June 30th --

THE COURT: Well, I understand. But, Mr. Karotkin, 

come on. In fairness, if this had been a simple motion to 

settle with one disputed group to have them reduce a claim from 

20 million to -- call it 20,000 dollars to 11,000 dollars --

you can add the millions if you want to or the billions -- in 

and of itself -- and I think Mr. Julian or one of the other 

lawyers conceded -- by itself, it's in the range of a 

compromise. 

But this is much more than that. I rejected the 

argument that some had made that is a sub rosa plan, but it 

does have a lot of ramifications that go beyond just the 9019 

compromise, which gets back to the fair-and-equitable, which 

gets back to if it's good for you, why isn't it good for your 

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opponent. That's the question that I have to decide. That's 

all.

MR. KAROTKIN: Your Honor, it's a --

THE COURT: I know what you want for me to say.

MR. KAROTKIN: -- it's a comprehensive, complicated 

settlement that involves a lot of terms, a lot of negotiations. 

That's what we've agreed to. That's what's being presented to 

the Court. We think it's in the best interests of the estates. 

With respect to the argument raised that estimation 

doesn't go away with respect to these claims, that's not the 

case. Estimation will stop with respect to the subrogation 

claims if these --

THE COURT: Well, but is that true?

MR. KAROTKIN: -- if the settlement is --

THE COURT: I mean, look, come on, what if -- what if 

all we have to do is go with the TCC plan? Won't there be an 

estimation of the subrogation claims under this --

MR. KAROTKIN: Your Honor --

THE COURT: -- under this arrangement?

MR. KAROTKIN: -- if that hap -- in the unlikely event 

that that happens, you can do that in the context of 

confirmation, because you don't have the same issues you have 

with personal-injury claims.

THE COURT: Well, that's probably true.

MR. KAROTKIN: Okay? So you can address it that way.

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THE COURT: But that doesn't make it -- that doesn't 

mean there isn't an awful lot of preparation, a lot --

MR. KAROTKIN: Your Honor --

THE COURT: -- of work that has to be done.

MR. KAROTKIN: -- I'm quite convinced that if we reach 

that scenario, and these people have already agreed to an 

eleven-billion-dollar claim, I'm quite sure how you're going to 

come out on estimation.

THE COURT: Well, but why aren't you quite sure --

well, never mind. I've got it.

Mr. Feldman --

MR. KAROTKIN: Okay, thank you.

THE COURT: -- you're the closer. And I'd like you to 

talk specifically about Ms. Winthrop's concern about the 

release and anything else you want to add. But has she 

misunderstood the latest iteration of the release on page 144 

of 150?

MR. FELDMAN: No, I think Ms. Winthrop's right, and I 

think we need to work with her between now and confirmation to 

either resolve her issue --

THE COURT: Well, but I might have to --

MR. FELDMAN: -- or ask the Court to approve it --

THE COURT: -- work on it -- I might have to do 

something if I'm going to --

MR. FELDMAN: No, but --

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THE COURT: -- rule --

MR. FELDMAN: -- Your Honor, the --

THE COURT: -- that this is a good deal.

MR. FELDMAN: I'm sorry, Your Honor. I apologize 

for --

THE COURT: Well, no, you don't have to --

MR. FELDMAN: -- talking over you.

THE COURT: -- apologize. I'm just saying if you're 

going to work with Ms. Winthrop, that's great. But what do I 

do in the meantime? Do I -- you don't want me just to sit on 

this for a while?

MR. FELDMAN: No, no. But, Your Honor, remember, the 

releases have to be proposed by the company. You have to 

approve the releases in conjunction with confirmation.

Obviously we don't want to propose a release that this 

Court can't approve, which is why we have every incentive to 

work with Ms. Winthrop, which -- and I don't want to get into 

it in public --

THE COURT: No.

MR. FELDMAN: -- but she has a somewhat unique 

situation as compared to the 70,000 or so other victims who 

also need to be resolved as part of this.

THE COURT: No, I understand. And but -- and she 

represents one client -- a significant one.

MR. FELDMAN: Significant, though, Your Honor.

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THE COURT: But if she doesn't know --

MR. FELDMAN: Yeah.

THE COURT: -- who the insurer on the other side of 

the table is, that's important. But Mr. Julian certainly made 

other arguments about the wisdom of locking this release in 

place now.

MR. FELDMAN: Well, Mr. Julian's arguments, Your 

Honor, are really not correct. First of all, the releases are 

mutual; and the language is contained in the RSA itself, Your 

Honor, at section 3(a)(iii), where it says "the confirmation 

order shall deem each holder of a subrogation claim that is a 

beneficiary of a release and waiver of made-whole claims 

executed by a holder of an IP claim as set forth ... to have 

released such holder of an IP claim from any claim to such 

holder's recovery from the debtors on account of such settled 

IP claim."

So there is a mutuality.

THE COURT: So why does --

MR. FELDMAN: If you are releasing us on --

THE COURT: -- why does it --

MR. FELDMAN: -- made-whole, we're releasing you back.

THE COURT: But why does he think his constituents of 

personal-injury lawyers can't agree to this, if that's --

MR. FELDMAN: I don't --

THE COURT: -- how that language works?

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MR. FELDMAN: -- know. I disagree with the idea put 

forward by Mr. Julian that if Your Honor, with the stroke of a 

pen, says no to this, that this case will settle. In fact, I 

am quite confident that we will be here months and months from 

now.

THE COURT: If I thought it would, I might just say no 

just to call you on it.

MR. FELDMAN: So -- exactly.

THE COURT: But my point is, are you of the view 

that -- again, I'm -- let me rephrase this. You believe that 

3(a)(iii) has a presently -- I mean, when it becomes effective 

it's an operative mutual release?

MR. FELDMAN: The language itself has to be in the 

confirmation order, but the concept is in the RSA, and it has 

to be a mutual release between the insurer and the insured to 

the extent the insured is releasing made-whole. There's a 

mutual release being given by the insurance company, yes.

THE COURT: Well, okay. But the many personal-injury 

lawyers that Mr. Julian talks to and communicates with 

presumably have the same dilemma. Why would they advise a 

client to opt in without knowing what the ramifications are of 

that release --

MR. FELDMAN: Well, the --

THE COURT: -- of giving up -- you're giving up the 

made-whole if you want the money. If you're in the hospital 

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and sick and can't get your life together, but here's 100,000 

dollars, but by the way, you have to release something that you 

don't know about, what are we --

MR. FELDMAN: There --

THE COURT: -- why is that a good thing?

MR. FELDMAN: There's two answers to that, Your Honor. 

And the first is what it is, which is if we were not in Chapter 

11 -- and all of the individual plaintiffs' lawyers know this, 

and all the subrogation lawyers on our side know this -- this 

is exactly how it would work and it has worked in many, many 

other wildfire cases. So let's not pretend that we're 

inventing something new just because we're in your courtroom.

But there's a much more important component to this. 

What Mr. Julian really is saying -- I'm going to use his 13.5 

billion dollars. I have no idea if he's negotiating a number 

with the creditors -- I'm sorry, with the company -- but if Mr. 

Julian's claim is for 13.5 billion dollars, and he has it his 

way, we are now his insurance company on his client's claims. 

It's not 13.5, it's 13.5 plus 11, because if somehow some of 

his clients come up short, they just turn around and sue their 

insurance companies. 

That's not a deal we're going to do at eleven billion 

dollars, cash, stock, promissory notes. That was something we 

specifically negotiated for with the company. It's a critical 

component to this 9019, as are all of the various elements. 

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So I want to get back to what Mr. Qureshi said in a 

moment. So the idea that this is going to settle in a way that 

allows individual plaintiffs to go after their -- they enter 

the matrix, they go in for their 100,000 dollars, they get 

their 100,000 dollars, but oh, by the way, it turns out I had 

more damages than I thought I had, now I want to go sue my 

insurance company; that's not going to work.

THE COURT: That's not going to happen.

MR. FELDMAN: Yeah, that seems just fundamentally 

unfair. And I said it earlier: in a case that's solvent, 

where everybody is supposed to be paid: including the bonds, 

which is a huge source of payment; including the individual 

plaintiffs, who we want to be paid -- we want this company to 

be solvent; then the insurance companies should get their 

eleven billion dollars, and with the few exceptions of people 

who want to go litigate their claims and come back on madewhole, sure, we understand that's a risk. But that should be 

the -- that should be the boundary of the risk.

In terms of Mr. Qureshi's point about estimation and 

why can't we vote, to me, the voting is -- and Mr. Bray's 

point -- the voting is a red herring. 

Your Honor is going to have two plans in front of you. 

Sure, we voted for the company's plan, but you've got an 

impaired accepting class in the other plan. As Mr. Karotkin 

said, you're going to wave your pen, and we're going to get the 

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same treatment. That's just seems like a complete red herring.

Whether Mr. Karotkin wants to release us or not 

release us from the -- from the lock-up provisions, not 

relevant, as long as we can go negotiate and talk with people. 

It really is not, Judge. That's something --

THE COURT: No, I guess I don't --

MR. FELDMAN: -- you're going to determine in the 

context of competing plans.

THE COURT: -- I mean, I -- I mean, I guess I'm not 

sure I follow you. So if you -- if I take your literally by 

saying you can negotiate, so you go sit down and negotiate with 

Mr. Julian. And one of the things he says is, well, I want you 

to vote for our plan --

MR. FELDMAN: I can't do that.

THE COURT: -- you can't do that.

MR. FELDMAN: Correct.

THE COURT: So why is that a good thing?

MR. FELDMAN: It may not be a good thing, but it's 

also not a bad thing. He doesn't need -- that plan doesn't 

need a vote from the subrogation holders.

THE COURT: Well, but then it's one of those things 

where --

MR. FELDMAN: If --

THE COURT: -- sometimes how appearances work too. I 

mean, locking up votes is just sort of -- it doesn't seem 

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right. It doesn't seem democratic, if you will.

MR. FELDMAN: It's the way you get to deals in Chapter 

11, Judge --

THE COURT: Well, maybe.

MR. FELDMAN: -- which is why -- which is why there 

are RSAs in many, many cases today. We get what we want; the 

company gets what it wants, as a fiduciary.

THE COURT: Okay.

MR. FELDMAN: Your Honor, in terms of -- and unless 

you have questions, I'm coming --

THE COURT: No, I don't.

MR. FELDMAN: -- quickly to the end. 

THE COURT: I don't.

MR. FELDMAN: In terms of leverage, I just really want 

to put that issue to bed. 

To date, the ad hoc committee has always moved through 

unanimous consent. We don't have fights going on among one 

type of subrogation holder versus another type of subrogation 

holder. And I would point out -- and Your Honor has pointed it 

out also -- we are not trying to leverage anybody in this case. 

As I said, we have every incentive and every desire for this 

company to remain solvent, for the victims to get paid in full, 

for us to get paid our eleven billion dollars.

But if -- and this goes really to Ms. Mitchell's 

point, and then I will sit down -- if it turns out that the 

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company can't meet AB 1054 or is otherwise rendered insolvent 

under the governor's views of the company's ability to go 

forward, we have the opportunity to be released from the RSA --

THE COURT: Right.

MR. FELDMAN: -- and the company has the opportunity 

to be released from the RSA.

THE COURT: Well, I mean, it's all bets are off for 

the most part.

MR. FELDMAN: It's all bets are off.

THE COURT: Right.

MR. FELDMAN: Exactly. So the idea that the governor 

may decide something better for the company ought to be the 

path they should go down, that'll happen, and we'll exercise 

our remedies.

THE COURT: Okay, thank you, Mr. Feldman.

MR. FELDMAN: Thank you.

THE COURT: All right, the stands submitted. I want 

to thank all Counsel for the arguments and putting it all in 

one place. The ball's in my court. My intention will be to 

make a ruling, not to defer a ruling. I can't promise you how 

soon it'll be. I'm trying to keep the decisions coming out. 

So I'll do my best.

With that, I'll ask Mr. Stamer to raise his 

housekeeping issues, and then we're going to wrap up the 

hearing.

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MR. STAMER: Your Honor, do you want to take a break 

first, or no?

THE COURT: No.

MR. STAMER: Okay.

THE COURT: Because you promised to be brief.

MR. STAMER: I do promise.

Again, for the record, Mike Stamer from Akin Gump, on 

behalf of the ad hoc noteholder committee.

Your Honor, I'm glad that, in fact, I waited, because 

I think the comments that you heard from the governor's office, 

from my colleague, Abid Qureshi, from Greg Bray at Milbank, 

they all develop a theme. And in fact, believe it or not, I 

think some of the comments Mr. Karotkin made are helpful to 

understanding the issue I'm going to put before the Court.

So without repeating what was said with respect to the 

RSA, we do very firmly believe that the debtors' support and 

insistence on the restrictive provisions of the RSA is actually 

inconsistent with their fiduciary duty.

THE COURT: Well, that's the same argument that's been 

made. I mean --

MR. STAMER: It is. But it dovetails into what I'm 

going to talk to Your Honor about. And Mr. Karotkin stood up 

and said just because you say it doesn't make it so. There's 

no evidence that the debtors are violating their fiduciary 

duty, which Your Honor, I strongly disagree with, but, Your 

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Honor, maybe I can provide you with some concrete evidence that 

the debtors are, in fact, violating their fiduciary duty. And 

I have a series of correspondence which most of the principal 

people in the court have.

I can hand that up to you. I can talk about it. I 

can hand it up to you afterwards. Why don't I give you some 

background, and then you'll figure out, Your Honor, whether you 

want --

MR. KAROTKIN: Excuse me, Your Honor. Is this sort of 

a motion that Mr. Stamer is making, because --

THE COURT: I don't know.

MR. KAROTKIN: -- he's unhappy with some 

correspondence I sent him?

THE COURT: I thought it was housekeeping, so --

MR. KAROTKIN: I mean, if he --

MR. STAMER: Your Honor, it is -- it is housekeeping.

MR. KAROTKIN: -- has some relief he's seeking, he 

should proceed by appropriate motion where we can --

THE COURT: Well, I think he's right. I mean --

MR. KAROTKIN: -- respond.

MR. STAMER: Your Honor, that's classic.

THE COURT: Well --

MR. STAMER: Let me get directly to the substance.

THE COURT: But I'm running the courtroom, he's not.

MR. STAMER: I understand.

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THE COURT: What is the substance?

MR. STAMER: Here's the housekeeping. Your Honor, 

there's a competitive plan process going on right now.

THE COURT: Correct.

MR. STAMER: And you heard from the governor's office 

that they are actively engaged. They have leaned in. And we 

believe and I think everyone in the courtroom believes, that 

the governor's office is going to express more concrete 

preferences -- if I can phrase it that way -- with respect to 

which plan is viable, which plan satisfies 1054 and which does 

not, and we think that's going to happen within the next two

weeks.

THE COURT: Okay.

MR. STAMER: We have been asking Mr. Karotkin for 

basic financial information -- this is supposed to be an equal 

playing field, competition is good. We have been asking him 

for basic financial information for a while, and we skinnied it 

down in a letter that went to him, I believe it was, November 

26th.

One page, that's what the request was. I had a 

spirited discussion with Mr. Karotkin during the day, but 

ultimately he asked for a list of information; we gave him one 

page.

Yesterday -- yesterday I got an email from Mr. 

Karotkin, which I can provide you --

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THE COURT: Is this a discovery dispute?

MR. STAMER: It's not, Your Honor. It's actually --

THE COURT: I mean, what is it?

MR. STAMER: -- it's consistent with what Your Honor 

said in the ruling with respect to scheduling. And the email 

that Mr. Karotkin sent me was: let's wait until December 17th, 

the status conference, for us to talk about the information you 

need. Okay? 

It's the perfect example of an attempted pocket veto, 

because everybody who's been involved in the discussions with 

the governor's office, including the governor's staff, 

understands that this is the debtors, yet again, putting their 

finger on the scale for the benefit of the equity plan, to the 

detriment of the estate. And --

THE COURT: What do you -- what do you want me to do?

MR. STAMER: Your Honor, I would like you to say, 

consistent with what you have ordered previously, that the 

debtor should act like a fiduciary. They should give us the 

information that we have requested so that a competitive plan 

process can proceed.

Your Honor, we didn't want to do this. Of course, Mr. 

Karotkin says, is this a motion? He would like me to file a 

motion, and by the time we got a ruling, the judge would have 

made its decision and the competitive process would have 

suffered.

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THE COURT: Are you going to -- but are you asking me 

to defer my decision on the RSA?

MR. STAMER: Your Honor, I -- what I --

THE COURT: I haven't decided what I'm going to do 

yet, by the way.

MR. STAMER: I understand.

THE COURT: So --

MR. STAMER: Your Honor, this is -- it's unrelated to 

the RSA in many ways. It's a consistent theme.

What we are asking, Your Honor, is in furtherance of 

your prior order or in clarification of your prior orders, that 

you order the debtor to comply with the information request 

that we've made.

We've also asked -- again, not in the litigation 

context -- this is in the competitive plan process --

consistent with the parallel paths and the even playing 

field --

THE COURT: Understood. 

MR. STAMER: -- we would like the debtors to 

immediately comply with the information requests we made, and 

make Ken Ziman from Lazard and Jim Mesterharm from 

AlixPartners, available --

THE COURT: Mr. Stamer, I --

MR. KAROTKIN: Yes, sir.

THE COURT: -- as long as I've been on the bench, I 

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think I have had a procedure. If you are bogged down on 

discovery, whether it's more formal as litigators have or more 

informal as bankruptcy lawyers do, you make a simple request. 

You tee it up. You give me an opportunity to read what you 

have in mind, and the other side a chance to respond, and I'll 

respond instantly or quickly -- at a hearing.

But I can't just do this on the fly. I mean, can you 

give me a brief summary or email to my staff as to what you 

want, and I'll schedule a hearing, if necessary, in a day or 

two, if Mr. Karotkin is opposing it.

MR. STAMER: Your Honor, we can send your staff an 

email with the relevant information this afternoon.

THE COURT: I mean, look, I followed a rule that I 

thought was -- that I expect counsel to cooperate on exchange 

of information so as not to get bogged down on formal discovery 

motions. 

I had another matter recently where I had a stranger 

to the practice, and he was citing all these federal rules of 

discovery, and I had to remind him, this isn't the way we do it 

in the bankruptcy, because we do it quickly -- quickly like in 

a day or two or three. And this guy's citing me thirty days 

and formal response to discovery.

Well, guess what? 

MR. STAMER: Your Honor, we had hoped that it wouldn't 

come to this.

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THE COURT: Mr. Karotkin, I will ask you to meet and 

confer with your colleague, Mr. Stamer, to see if you can reach 

a consensus as to what he wants. And if you cannot, I'll 

authorize him to exchange to my courtroom deputy, and a copy to 

you, a formal summary.

Now, listen gentlemen. A brief summary is not a 37-

page brief with a copy of 150-page interrogatories that you 

served. A brief paragraph or two or three of what is the 

issue, and I will have you on a phone conference promptly.

MR. STAMER: Your Honor, we appreciate that.

THE COURT: Okay.

MR. STAMER: We can be -- yes, Your Honor.

We have another discovery --

THE COURT: Mr. Karotkin --

MR. STAMER: -- issue which we may or may not need to 

take up with Your Honor --

THE COURT: Okay.

MR. STAMER: -- related to information we've requested 

from the subros, the backup for their claim. I don't think I 

need to spend any time with Your Honor here.

If we can't make progress on that, we'll include that 

in the email or there'll be a separate email.

THE COURT: Yeah. By the way, for those of you that 

are following, I mean, I am not sitting in on Judge Donato's 

hearings, but I'd like to see what he does, and I notice that 

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he seems to act on these discovery things also quickly, like, I 

want that done in two days. So I can follow the same thing.

So, Mr. Karotkin, you don't have to respond, but I 

will invite you to give your colleague what he's looking for, 

and if not, I'll deal with it on an expedited basis.

MR. KAROTKIN: May I just make a couple of comments?

THE COURT: Quickly, and then we're quitting.

MR. KAROTKIN: That's fine.

THE COURT: Yes, sir.

MR. KAROTKIN: Just so the record's clear, Mr. Stamer 

said he's requested basic financial information for a while --

"for a while". I got a letter from him on November 26th, less 

than a week ago, okay.

THE COURT: That's a while.

MR. KAROTKIN: That's not a while. And he says the 

debtor should act like a fiduciary and give them whatever they 

want. Okay?

THE COURT: Come on, I'm not going to --

MR. KAROTKIN: He's requested --

THE COURT: -- I'm not going to give you --

MR. KAROTKIN: -- ten items of proprietary and 

confidential information. 

THE COURT: Okay, meet and confer and exchange; and 

the matter stands submitted. I will do my best to get 

something out on the RSA question as soon as I can.

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Thank you, everyone.

IN UNISON: Thank you, Your Honor.

THE COURT: So, Mr. Karotkin, I'll wait to hear from 

you about whether we're going to continue the exit financing, 

otherwise I'll see you all -- many of you on the 11th for 

the --

MR. KAROTKIN: Yes, sir, thank you.

THE COURT: -- interest question.

(Whereupon these proceedings were concluded at 12:28 PM)

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C E R T I F I C A T I O N

I, Clara Rubin, certify that the foregoing transcript is a true 

and accurate record of the proceedings.

________________________________________ 

/s/ CLARA RUBIN

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: December 5, 2019

Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 144

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

$

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agreement (16)

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Akin (3)

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Case No. 19-30088

December 4, 2019

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briefs (1)

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PG&E CORPORATION AND 

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Case No. 19-30088

December 4, 2019

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Call (7)

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 21:17;22:2;25:16,20;

 28:15,23;31:7,13,13,

 17,19,22;34:14;39:4;

 42:25;43:6;44:17;

 45:12;57:1;61:3,10,11;

 62:20;63:11,15;64:5,

 12;65:3;69:4;71:16,20,

 20;72:20;73:22;76:20,

 25;78:23;81:12,14,14;

 82:11,25;83:11;86:23,

 25;89:21;90:2;91:12;

 93:3,15;95:16;96:13,

 15,17,18;97:6;98:21;

 100:8;101:9;102:19,

 20;103:3,5;104:7;

 105:21;107:8;113:17,

 19,25;116:22,23,23;

 117:19;120:11;121:17;

 124:9,17;125:21,25;

 132:4,11;136:1,5,5,6,

 18;137:9,25;138:20;

 140:7,11;141:2,12;

 142:2,25

capable (2)

 76:1,25

capital (1)

 83:3

capping (1)

 58:13

Carbide (4)

 42:1,2,7;71:8

care (2)

 12:12;84:18

careful (1)

 44:20

carrier (3)

 112:14;114:17;

 118:19

carriers (3)

 117:4;118:22,25

carved (2)

 34:10;119:5

case (76)

 9:22;18:5;21:3;

 24:11;28:11;34:18;

 41:16,17,18,21;44:1;

 45:10;46:19;50:22;

 51:15,16,18,24;53:24;

 54:3,7,8,20,21,23;

 56:21;57:1;58:15,21,

 25,25;59:8,10;60:14,

 17;63:13,24;67:10,13;

 68:1,2;71:2,3,9,9,10,

 12,15;73:16;74:18,19;

 77:15,16;78:18;80:6,

 22,23;85:4,5,8;86:1,1,

 3;89:11;90:1;91:11;

 102:1;104:12;106:10;

 115:23;118:16;123:11;

 125:11;129:3;131:10;

 133:20

cases (39)

 13:22;14:6,8,25;

 17:2;18:25;19:15;21:6,

 19,23,25;24:21;25:2,

 21;40:23;41:5;43:14;

 44:3,4;55:15;58:5;

 60:15;62:9,10;68:7;

 71:7,8;77:15;84:17;

 104:4,8,10,21,24;

 120:24;124:3,12;

 130:11;133:6

cash (22)

 15:22;21:8;37:21;

 56:24,24;59:5;67:23;

 79:5;82:1;87:13;88:24;

 95:5,6,7,20;99:12,17;

 101:14;102:6,7,15;

 130:23

catch (1)

 109:13

causation (2)

 20:24,25

causes (1)

 66:23

cavalierly (1)

 73:21

cede (1)

 32:9

certain (5)

 11:1;33:5;51:24;

 55:8;103:4

certainly (4)

 15:14;48:21;113:19;

 128:4

certification (3)

 74:3,17,19

certified (3)

 73:16,18,20

certify (3)

 74:6;75:2,6

cetera (3)

 55:21,21,22

CFO (1)

 16:12

challenge (1)

 20:8

challenged (1)

 16:20

chance (4)

 9:16;97:4;124:1;

 140:5

chances (1)

 91:15

change (3)

 22:7;23:10;66:9

changed (6)

 6:16;38:21;42:3;

 45:24;100:7;114:13

changes (1)

 110:7

channeled (1)

 28:24

chaos (1)

 68:25

Chapter (5)

 14:25;19:2;121:16;

 130:7;133:2

characterized (2)

 14:7;34:2

characterizing (1)

 119:15

chart (6)

 27:17;42:14;50:14;

 60:3,4;109:7

check (8)

 36:18;37:21;41:12,

 13;42:9;65:5;116:2,4

checked (1)

 69:16

checking (2)

 34:7,8

chicken (4)

 25:23;46:1,16;66:7

choice (15)

 9:6;63:4,22;64:4,24;

 68:15,16,18;85:3;

 87:11;98:7;102:25;

 114:22,24;124:6

choices (3)

 42:14,15;76:19

choose (1)

 31:22

chooses (1)

 39:23

chunk (2)

 116:21,22

Circuit (24)

 12:25;13:11,16,19;

 40:2,8;41:5,24;42:6;

 47:11;53:20;68:6;71:7,

 7,8,12;73:17,25,25;

 74:12,18,20,21;86:7

Circuit's (1)

 70:5

circumstance (7)

 34:17,24;36:16;

 37:21;38:11;41:9;

 102:18

circumstances (5)

 20:8;26:21;44:3;

 104:7;106:17

cited (7)

 19:15;40:23;42:2;

 44:1;95:21;104:22;

 123:12

cites (2)

 13:23;41:6

citing (2)

 140:18,21

civilized (1)

 16:9

claim (32)

 28:24;29:4;31:15;

 36:10;37:21;38:12;

 45:10,11,16;58:18;

 60:25;61:1;97:7;98:10;

 99:15,16;103:21;

 111:13;112:4;118:12,

 15,15;124:8,15;126:7;

 128:11,13,14,14,16;

 130:17;141:19

claimant (3)

 30:22;64:21;116:17

claimants (18)

 15:21;18:25;20:4,19;

 24:12;26:15;32:23;

 53:23;54:3;80:14;82:2;

 92:25;93:10;95:19;

 97:6,9;112:4;123:3

claims (61)

 14:10,15;16:25;17:5,

 7,17,22;18:19,21;20:6,

 25;22:19;23:6;24:24;

 27:6,13;28:5;31:3,7;

 34:3,11,15,21;42:24;

 43:6;45:18,19;46:6;

 47:25;50:18,20;53:12,

 15;54:3,12;57:14,16;

 58:6;59:1;66:11;67:17;

 72:20,21,21;73:5;

 76:17;92:11;94:21,25;

 111:9;113:9,12;

 119:16;124:11;125:10,

 12,17,23;128:12;

 130:18;131:16

Claims' (1)

 50:18

clarification (1)

 139:11

clarified (1)

 120:9

clarifies (1)

 26:18

clarify (6)

 61:11;91:5;97:25;

 119:11,17;120:7

class (2)

 43:5;131:24

classic (1)

 136:21

clause (2)

 93:20,20

clawed (2)

 60:21,24

clean (2)

 60:16,20

cleanup (1)

 111:20

clear (14)

 24:10;27:1,4;75:11;

 80:21;82:7,19;83:23;

 89:11;101:6;111:5;

 121:12;124:6;142:10

clearly (4)

 28:7;30:21;85:4;

 124:6

CLERK (3)

 4:5,9;9:9

client (12)

 36:20;48:5;60:16;

 79:20,23;83:22;88:12;

 113:17;115:9;122:25;

 127:24;129:21

clients (9)

 43:4;48:25;54:11;

 57:8;58:24;63:5;83:22;

 96:4;130:20

client's (2)

 34:16;130:18

close (2)

 9:25;13:24

closer (3)

 111:19,22;126:13

closing (2)

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(3) bringing - closing Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 147

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

 61:11;111:14

clue (3)

 9:3;44:18;83:25

Code (2)

 41:7;42:2

collaboration (1)

 71:3

collaboratively (1)

 52:10

colleague (4)

 28:15;135:11;141:2;

 142:4

colleagues (3)

 69:8;75:14;78:11

collect (1)

 39:7

colloquy (1)

 119:15

comfort (1)

 44:25

coming (8)

 12:8;22:10;59:2;

 85:1;100:5;105:14;

 133:10;134:21

comment (1)

 91:5

comments (7)

 90:20;99:6;120:20;

 121:20;135:10,13;

 142:6

commit (1)

 9:20

commitment (1)

 8:22

commitments (1)

 6:16

committee (17)

 5:14;6:8;7:13;11:18;

 13:7;15:5;19:22;51:4,

 8;52:19;90:11,13,21;

 99:5;112:16;133:16;

 135:8

common (4)

 15:1,2;67:9;104:6

communicate (1)

 8:25

communicates (1)

 129:19

companies (5)

 87:22;88:19;112:18;

 130:21;131:14

company (36)

 12:2;16:14;32:18;

 33:7;34:2,12,14,18;

 35:16;36:2,10,12;39:4;

 42:20;43:1;46:6;48:1;

 52:10;60:23;82:24;

 87:15;88:23;114:2;

 115:9;127:13;129:17;

 130:16,18,24;131:7,13;

 133:7,22;134:1,5,12

company's (2)

 131:23;134:2

compared (2)

 30:24;127:21

compelled (6)

 42:8,17,18,22,25;

 98:2

compelling (1)

 43:9

competing (15)

 19:25;24:22;28:8;

 97:12,17;98:7;104:9,

 25;122:2,3,4,9,10,19;

 132:8

competing-plan (1)

 122:6

competition (1)

 137:16

competitive (9)

 12:1;82:4;90:17,22;

 92:23;137:3;138:19,

 24;139:15

complaining (1)

 121:22

complete (1)

 132:1

completely (5)

 13:25;16:11;33:2;

 82:24;119:3

complexity (2)

 20:21;49:4

compliance (2)

 21:24;82:21

complicated (2)

 61:9;125:5

complication (1)

 47:18

complied (2)

 38:21,24

complies (2)

 14:12,20

comply (8)

 15:8;19:3;81:5,15;

 82:15;88:5;139:12,20

component (7)

 47:21;48:3,10,16;

 49:5;130:13,25

comports (1)

 20:2

comprehend (1)

 13:9

comprehensive (2)

 20:15;125:5

compromise (5)

 15:9;18:24;124:7,20,

 24

conceded (1)

 124:19

concept (1)

 129:14

concern (8)

 79:12;80:11;87:12,

 20;94:14;105:1;

 107:11;126:14

concerned (4)

 33:5;74:11;89:2,2

concerning (4)

 7:17;100:2;106:3;

 107:9

concerns (6)

 26:18;83:10;90:15,

 18;121:4,10

conclude (1)

 120:14

concluded (1)

 143:9

concrete (3)

 30:15;136:1;137:8

condemnation (3)

 23:9,14;47:22

condition (1)

 34:25

conditional (1)

 97:8

conditioned (1)

 97:9

conditions (1)

 92:2

conduct (1)

 120:23

conducting (1)

 11:2

confer (3)

 106:11;141:2;142:23

conference (3)

 11:5;138:7;141:9

confess (2)

 33:2;45:4

confident (1)

 129:4

confidential (1)

 142:22

confine (1)

 99:6

confirm (6)

 61:3;81:14;91:14;

 96:16,19,24

confirmable (7)

 80:16,18;83:18,25;

 85:8,11,20

confirmation (17)

 12:9;26:3;38:24;

 44:13;65:13;88:17;

 89:10;91:9;92:3;

 102:24;113:15;124:12;

 125:22;126:19;127:14;

 128:10;129:14

confirmed (5)

 21:25;28:22;96:9,11;

 124:1

confirming (1)

 34:19

conflated (1)

 33:1

confusing (1)

 5:1

confusion (1)

 69:1

conjunction (2)

 44:12;127:14

connection (3)

 28:5,6;38:23

conscious (1)

 123:24

consensual (15)

 54:21;68:12;70:4;

 71:6;72:2,3,7;75:24;

 86:8;87:18;112:5,8,10;

 113:24;115:3

consensus (5)

 104:7;108:19;

 110:10,12;141:3

consent (9)

 5:17;6:3;41:10;

 60:13,14;70:5;104:20;

 113:17;133:17

consenting (4)

 41:12;53:12,15;94:4

consents (1)

 13:5

consequence (3)

 66:12;122:11;123:21

conservative (2)

 30:10;46:24

consider (5)

 25:5;44:12;74:20;

 106:12;112:3

consideration (4)

 21:5;99:15,17;100:3

considerations (1)

 26:16

considering (1)

 14:1

consistent (14)

 8:21;11:13;13:16;

 19:12;21:19;22:1;28:8,

 10;50:13;106:18;

 138:4,17;139:9,16

consortium (1)

 112:15

constituencies (2)

 21:5;108:18

constituents (4)

 47:17,23;66:18;

 128:22

constitutes (1)

 118:17

construct (1)

 79:4

constructive (1)

 121:6

consult (1)

 5:19

consummation (1)

 36:24

contain (3)

 70:21;109:22;110:3

contained (3)

 13:7;101:22;128:9

contains (1)

 41:8

contemplated (1)

 33:18

contend (1)

 20:9

context (10)

 14:5;81:4;105:13;

 123:3,23;124:2,11;

 125:21;132:8;139:15

contingency (1)

 21:23

continuance (1)

 9:21

continue (6)

 11:8;15:7;98:8;

 111:9;116:23;143:4

continued (2)

 10:24;49:9

continues (2)

 109:22;110:3

continuing (3)

 5:15;20:22;82:17

contours (1)

 60:6

contract (1)

 27:5

contractually (3)

 93:13;96:6;123:18

contrary (2)

 103:17;105:6

contravention (1)

 12:25

control (1)

 54:4

controlling (3)

 12:25;19:5;55:21

conversations (1)

 82:20

convince (2)

 15:3;69:13

convinced (2)

 71:2;126:5

cooperate (1)

 140:14

copy (3)

 109:8;141:4,7

Corning (1)

 77:15

Corporation (1)

 4:9

correctly (3)

 17:10;40:22;91:10

correspondence (2)

 136:3,13

costs (2)

 63:7,13

counsel (9)

 9:8;10:15;51:9;53:7;

 69:12;90:13;112:4;

 134:18;140:14

count (1)

 67:19

counting (2)

 73:9,11

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(4) clue - counting Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 148

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

country (1)

 14:25

couple (8)

 4:13;6:2;9:12;10:11;

 11:9;46:7;99:8;142:6

course (11)

 17:2;22:7,7;83:16;

 101:9,23;102:19;

 103:5;111:3;114:9;

 138:21

Court (667)

 4:4,5,7,10,13,16;5:4,

 7,13,22;6:4,10,18;7:6,

 9,12,21,25;8:3,7,10,13,

 18,24;9:8;10:1,3,5,14,

 17,22;11:13,17,20,23;

 12:3,8,12,15,17,20;

 13:3,10,15,21,24;14:2,

 17,19;15:3,12,18,20,

 23,25;16:3,5,7,11,13,

 15;17:6,8,13,16,21,24;

 18:1,6,8,12,15,18;19:4,

 10,13,16,16;21:7,11,

 14,16;22:4,13,18,22,

 24;23:1,4,9,16,18,21,

 25;24:2,4,6,9,15,17;

 25:1,3,11,14,22;26:6,

 25;27:2,8,12,14,16,19,

 23;28:1,12,17,25;29:3,

 6,11,13,20;30:1,6,11,

 13,17,19;31:4,9,11,17,

 19,23;32:3,5,7,11,14,

 16,18;33:5,9,11,16,20,

 22,24;35:3,5,7,10,12,

 14,16,19,21;36:7,13,

 15,17,20,22;37:1,4,6,9,

 15,17,19,23;38:17,25;

 39:3,6,10,15,17,20,21,

 22;40:6,12,14,17,20;

 41:2,5,14,16,19;42:2,4,

 13,17;43:16,18,21,24;

 44:10,12,16,18,20,23,

 25;45:1,12,13,15,20;

 46:8,10,12,14,20;47:1,

 4,6,7,9,12,14;48:5,9,15,

 22,24;49:3,6,8,13,15,

 18,20,25;50:4,7,11,16,

 21;51:6,10;52:1,4,15,

 20,23;53:1,4;55:12,14,

 20,24;56:3,5,8,11,13,

 16,19,22;57:5,8,11,17,

 20,23;58:1;59:4,6,16,

 18,21,23;60:1,3,7,12,

 19,24;61:2,5,8,13,16,

 21,23;62:2,12,14,17,

 19,23;64:9,15,19;65:1,

 7,10,12,15,18;66:1,6,

 15,17,21;67:3,5,7,11;

 68:22,24;69:7,12,20,

 23;70:1,7,9,13,16,19;

 71:11,18,20,23,25;

 72:3,6,13,17,23,25;

 73:3,7,11,14,19;74:5,9,

 14,16,24;75:2,6,9,12,

 14,16,19,25;76:3,4,9,

 11,13,18,20;77:5,11,

 20,23;78:1,3,10,13,15,

 17,20,22;79:8,10,12,

 15,17,20;80:1,3,18,20,

 25;81:6,11,17,19,22;

 82:3;83:13,15;84:2,5,7,

 9,19,21;85:10,18,21,

 24;86:3,7,16,21,23,25;

 87:4,6,19,21;88:3,9,14,

 16,21,23;89:13,18,21,

 24;90:6,9,18,19;91:11,

 21,25;92:6,9,11,14;

 93:6,17,21,23,25;94:3,

 7,9,11;95:8,10,15,22,

 24;96:2,6,9,11,14,24;

 97:14,19,21,23,25;

 98:8,13,15,19,21;99:1,

 3,13,18,20,22,24;

 100:1,4,10,13,15,21,

 23;101:1,7,15,18,21;

 102:5,9,11;103:3,5,7,

 11;104:12,15,17,20;

 105:4,20,22,24;106:4,

 8;107:7,11,12,16,19,

 21,23,25;108:3,5,10,

 12,24;109:3,5,7,10,12,

 18,25;110:2,11,15,17,

 24;111:1,3,5,18,22;

 112:2,23,25;113:2,6,

 14,16,21,25;114:7,9,

 13,21;115:6,8,15,18,

 21;116:2,7;117:8,12,

 15,19,22,25;118:4,7,

 10,23,25;119:3,5,8,10,

 13,23,25;120:3,6,9,13;

 122:8,13,15,18,21;

 123:5,10,13,15;124:4,

 6,13;125:4,8,13,15,19,

 24;126:1,4,9,13,21,22,

 23;127:1,3,6,8,16,19,

 23;128:1,3,18,20,22,

 25;129:6,9,18,24;

 130:5;131:8;132:6,9,

 15,17,21,24;133:4,8,

 11,13;134:4,7,10,15,

 17,19;135:3,5,14,19;

 136:4,11,14,19,22,24;

 137:1,4,13;138:1,3,15;

 139:1,4,7,18,23,25;

 140:13;141:1,11,14,17,

 23;142:7,9,14,18,20,

 23;143:3,8

courtroom (6)

 7:7;104:4;130:12;

 136:24;137:7;141:4

Court's (4)

 38:23;68:10,11;

 103:1

covenant (1)

 100:18

covenants (5)

 92:23;93:19,19;94:2,

 3

cover (1)

 68:6

coverage (1)

 27:5

CPUC (5)

 82:10,10;83:24;

 105:21;106:3

create (1)

 68:25

created (1)

 91:9

creditor (7)

 21:5;39:4,13;64:25;

 96:24;102:3;108:18

creditors (8)

 21:3;45:7,8;53:12,

 16;92:5;94:4;130:16

creditors' (2)

 90:11,13

creditor-sponsored (1)

 105:14

critical (3)

 45:25;46:1;130:24

criticize (4)

 18:9;73:20;79:20;

 89:19

criticized (1)

 11:2

crosses (1)

 109:18

current (1)

 6:23

currently (3)

 53:11,14;54:4

cushion (1)

 55:9

customary (2)

 14:22;121:23

cut (2)

 65:18;76:16

D

damages (4)

 20:24;37:13;118:17;

 131:6

data (3)

 22:18,18;76:8

date (11)

 9:13,21;17:7;25:13,

 15,18;63:23;84:17,18;

 117:17;133:16

day (14)

 7:13;9:17;12:9,15;

 31:14;40:25,25;64:7;

 67:13;74:17;120:16;

 137:21;140:9,21

days (10)

 5:23;6:2,13;8:19;9:9,

 12;10:11;45:17;

 140:21;142:2

dead (1)

 90:3

deadline (1)

 5:18

deadlines (1)

 4:25

deal (28)

 11:11;21:8;26:10;

 33:18,23,25;41:11;

 46:2,5;47:19,24;48:1,

 13,14,24;54:8;65:12;

 78:9,10;85:22;92:18,

 20;93:1;123:2,8;127:3;

 130:22;142:5

dealing (1)

 64:25

deals (4)

 34:17;68:10;73:13;

 133:2

dealt (1)

 60:4

death (1)

 11:3

debt (3)

 106:1,11,14

debtor (17)

 5:16;10:19;85:7,15;

 89:6,8;95:20;97:10;

 104:1,10;106:14;

 107:1,4;108:14;

 138:18;139:12;142:16

debtor-in-possession (1)

 91:12

debtors (34)

 6:12;14:8;19:1,2;

 22:2;53:24;82:5;83:5,

 6,9;97:2;102:2;103:17;

 104:22;106:23;108:6,

 8,11;109:19;110:8,9;

 119:17;120:18,21;

 121:2,13,16,18;123:2;

 128:15;135:24;136:2;

 138:12;139:19

debtors' (20)

 15:3;16:24;24:8;

 26:8,10;73:5;90:4,23;

 96:17,19;97:4;101:8,9;

 102:6;103:8;111:10;

 112:3;121:5,15;135:16

debtor's (3)

 4:22;97:10;106:2

DECEMBER (5)

 4:1;5:18;9:14;45:17;

 138:6

decide (15)

 4:18,19,23;10:19;

 25:4;36:8;44:13;46:19;

 48:22;50:23;66:8;

 112:20;113:9;125:1;

 134:12

decided (3)

 38:18;123:25;139:4

decision (15)

 23:9,13,22;25:24;

 41:19;46:18;51:24;

 61:21,22;62:4;70:5;

 90:8;123:24;138:24;

 139:2

decisions (7)

 25:7;30:10;61:24,24;

 87:6,8;134:21

declaration (9)

 16:12,19,21;17:9;

 45:5,6;63:23;67:16;

 72:12

declarations (1)

 20:13

deem (1)

 128:11

deemed (3)

 38:6,7;42:24

defeats (1)

 98:4

defend (1)

 63:8

defenses (1)

 39:16

defer (7)

 5:25;6:2,19;7:1;

 87:1;134:20;139:2

defined (2)

 96:17;118:15

definition (2)

 50:18;115:2

delay (1)

 20:22

delta (1)

 38:11

demand (2)

 116:13;117:5

demands (1)

 116:17

democratic (1)

 133:1

demonstrated (1)

 20:12

demonstrates (2)

 16:21;45:6

denied (1)

 85:12

Dennis (1)

 4:6

deny (2)

 5:11;117:3

denying (1)

 68:25

Department (1)

 20:20

Depends (1)

 28:16

deposed (2)

 64:1,7

deposition (9)

 6:20,21,22;7:18,19;

 8:5;10:9,13;63:24

depositions (2)

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PG&E CORPORATION AND 

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Case No. 19-30088

December 4, 2019

 7:19,23

deputy (1)

 141:4

described (1)

 37:7

designed (2)

 30:4;90:16

desire (1)

 133:21

desperate (1)

 68:19

desperately (1)

 64:23

despite (1)

 82:5

destroy (2)

 90:17;91:14

detail (1)

 59:21

details (1)

 61:14

determination (2)

 66:13;85:10

determinations (1)

 82:12

determine (3)

 97:2;113:4;132:7

determined (5)

 26:13;53:13,16;

 54:16;99:19

detriment (1)

 138:14

develop (1)

 135:12

developed (1)

 31:6

developing (1)

 82:21

devil's (1)

 61:14

dice (1)

 38:18

dicta (1)

 71:14

difference (1)

 66:2

different (11)

 18:8;20:25;44:3;

 55:18,23;60:12;80:22;

 102:21;119:3;122:20,

 21

dig (1)

 98:11

dilemma (1)

 129:20

DIP (1)

 105:5

direct (3)

 12:24;73:23;75:2

directly (2)

 94:11;136:23

disagree (6)

 42:9;61:25;68:6;

 89:23;129:1;135:25

disapprove (3)

 74:25;76:21;91:15

disapproved (3)

 66:9;86:5,10

disapproving (3)

 66:25;69:15;102:25

discharge (1)

 39:10

disclosure (3)

 44:21;86:5;95:1

discount (4)

 14:11;17:2;20:7;

 21:4

discovery (12)

 5:24;7:3,17;9:3;

 114:1;138:1;140:2,15,

 19,22;141:13;142:1

discredit (1)

 66:22

discrete (1)

 28:13

discuss (4)

 11:19;51:20;52:6;

 106:12

discussed (1)

 11:21

discussion (3)

 35:25;58:21;137:21

discussions (2)

 63:4;138:10

dishes (1)

 50:25

dispute (3)

 51:15;104:5;138:1

disputed (1)

 124:15

disputes (1)

 116:19

dissing (1)

 79:21

distributed (1)

 18:25

distributions (1)

 35:24

district (1)

 86:6

divorce (1)

 36:20

DOA (2)

 86:17,20

docket (4)

 52:25;105:21;109:2,

 6

document (8)

 6:14;53:6;59:14;

 96:16;100:25;108:25;

 118:2,5

documents (7)

 6:21;7:4,18,24;8:6,

 20;61:9

dollar (4)

 38:10;58:12,20;

 66:11

dollars (74)

 8:22;14:9,10;15:22;

 17:5,23;18:20,22;20:6;

 23:6,7,15;24:24;28:21;

 29:23,23;36:3,3,6;

 37:11,24,24;38:2,8,9,

 10;39:25;41:11;42:21;

 45:9,22;47:19,21;

 48:23;58:7,11;63:16;

 73:13,16;81:25;82:1;

 87:13;88:12;93:3;

 94:16;95:4,5,6,7,19;

 96:23;98:4;99:11,16;

 102:2;103:22;105:10,

 12,14;115:25,25;

 119:19,21;124:10,16,

 16;130:2,15,17,23;

 131:4,5,15;133:23

Donato (16)

 22:9,15;26:7;30:9,

 13;33:12;34:19;46:23;

 55:7;64:13;74:12,16;

 77:12,24;78:4;97:15

Donato's (3)

 22:6;63:24;141:24

done (20)

 9:3;36:22;44:2;

 49:14;52:8,9,9;53:19;

 68:13;71:20,21;72:1;

 74:7;75:22;82:7;116:1;

 117:18;122:2;126:4;

 142:2

doom (1)

 77:18

doomsday (2)

 37:7,8

door (1)

 65:5

doubt (4)

 50:17,23,25;88:7

dovetails (1)

 135:21

Dow (1)

 77:15

down (16)

 54:19;68:14;87:1,1;

 89:18;93:2,3;111:10;

 112:1;124:9;132:11;

 133:25;134:13;137:18;

 140:1,15

downside (2)

 25:11;87:23

draft (2)

 53:19;71:4

drafted (3)

 54:25;59:21;63:18

drafters (1)

 60:8

draw (1)

 52:12

drawing (2)

 48:14;75:20

driving (1)

 87:16

drop-dead (2)

 25:13,15

due (4)

 6:23;8:21;36:5,5

DUMAS (3)

 98:18,19,20

duplicates (2)

 57:24;58:2

during (2)

 61:18;137:21

duties (1)

 120:22

duty (5)

 85:16,21;135:18,25;

 136:2

E

earlier (2)

 77:14;131:10

early (4)

 29:21;46:5;59:7;

 63:19

easy (2)

 38:3;83:19

economic (5)

 15:6,16;19:24;

 121:15;123:20

economics (1)

 76:15

effective (3)

 8:10,11;129:11

effectively (1)

 96:23

effort (2)

 77:18;87:15

efforts (2)

 79:25;82:5

eh (1)

 54:2

eight (1)

 51:9

eighty-five (1)

 114:15

either (19)

 9:21;11:1;17:15;

 31:24;32:4;33:12;43:7,

 11;45:5;46:17;48:9;

 49:10;58:9;60:7;91:21;

 96:21;105:10;124:6;

 126:20

elect (1)

 113:19

elements (1)

 130:25

eleven (34)

 14:10;15:21;22:11;

 47:19;48:21;66:11;

 67:12,14,21,22;81:24;

 82:1;87:12;88:12;92:7;

 93:3;94:15;95:4,4,6,7,

 19;99:11,16;101:14;

 102:1,15;103:22;

 105:9,12,14;130:22;

 131:15;133:23

eleven-billion-dollar (3)

 65:21;94:23;126:7

eleven's (2)

 22:24;23:1

eliminates (3)

 23:3,3;92:19

eliminating (3)

 92:7,7,16

else (8)

 11:10;40:17;47:15;

 49:21;81:2;83:23;

 87:25;126:15

else's (1)

 103:24

email (6)

 137:24;138:5;140:8,

 12;141:22,22

embedded (1)

 92:22

embraced (1)

 24:22

emerge (1)

 19:2

emerging (1)

 82:24

emphasize (1)

 90:19

enable (1)

 29:16

encourage (2)

 108:21;110:5

end (24)

 12:5,15;22:7;31:14;

 36:18,19;46:15,19;

 54:16,20;58:15,23,25;

 59:10;60:14;63:12;

 68:20;70:14,22;75:22;

 77:1;80:3;102:17;

 133:12

ended (1)

 86:8

engage (1)

 100:1

engaged (1)

 137:6

enough (8)

 34:22,23;38:19,19;

 76:8;89:11;102:2;

 103:23

enter (2)

 35:1;131:3

entire (3)

 18:13;24:24;91:3

entirely (1)

 28:8

entities (1)

 50:9

entities' (1)

 50:19

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PG&E CORPORATION AND 

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Case No. 19-30088

December 4, 2019

entitled (4)

 36:2;37:10;38:13;

 43:12

envision (2)

 58:3;76:22

equal (2)

 94:22;137:15

equally (2)

 14:11;94:18

equity (9)

 5:19;6:16;83:6;85:3;

 87:15;99:17;107:1,3;

 138:13

equity-sponsored (7)

 80:14;82:2,7;83:8;

 105:13;107:2;121:13

especially (2)

 90:19;95:5

essentially (2)

 91:2;92:23

establishes (1)

 51:15

estate (10)

 8:23;91:3;92:21;

 93:1;103:16;104:1;

 105:10,12;122:24;

 138:14

estates (6)

 23:24;28:6;106:18;

 123:7;124:9;125:8

estate's (1)

 24:9

estimate (8)

 42:24;54:4;63:14;

 94:21,25;98:1,2,3

estimated (3)

 11:8;111:10,13

estimation (30)

 20:18;22:8,10;23:5;

 25:19;30:4,5,7;35:19;

 40:9,10;43:10;55:5,8,

 15;77:16;78:6;79:4;

 92:19;94:20;96:21;

 97:16,17;98:8,9;125:9,

 11,17;126:8;131:19

et (3)

 55:21,21,21

evaluate (3)

 65:8;89:4,5

even (42)

 5:24;6:6;8:14;10:2;

 13:24,25;18:4;19:15;

 20:13;24:11;33:11;

 37:18;42:6,7;53:22,22;

 55:7,15;59:11;62:20;

 63:23;64:23;65:1,2;

 67:14;71:9;74:16;

 76:22;83:15;92:16;

 94:8;96:19;97:1;

 104:23;107:5;109:21;

 112:7;115:10;116:9;

 120:19;123:18;139:16

event (7)

 8:2,4;76:7;90:7;

 92:5;96:22;125:20

everybody (10)

 30:23;31:19;38:19;

 58:15;79:23;81:2;88:4;

 89:10;131:11;138:10

everybody's (1)

 38:9

everyone (7)

 4:7;51:21;55:4;58:9;

 66:12;137:7;143:1

everyone's (2)

 54:24;120:7

evidence (10)

 16:10,16,19;20:23;

 67:20;112:14;120:22,

 23;135:24;136:1

exact (3)

 119:5;123:16,20

Exactly (10)

 13:18;22:21;35:6;

 36:23;68:8;84:15;

 115:3;129:8;130:10;

 134:11

example (3)

 36:2;104:16;138:9

examples (1)

 104:22

except (1)

 43:14

exceptions (1)

 131:15

excess (5)

 17:5;18:19,21;20:5;

 45:23

exchange (4)

 70:24;140:14;141:4;

 142:23

exchanged (1)

 67:17

exclusive (1)

 15:4

exclusivity (7)

 82:5;104:11,23,25;

 105:20;122:16,22

exculpation (2)

 53:10,13

exculpation-type (1)

 34:5

excuse (4)

 7:10;74:25;81:11;

 136:9

executed (1)

 128:13

exercise (2)

 37:13;134:13

exercising (2)

 85:15;120:22

Exide (1)

 104:21

exist (2)

 33:4;36:25

exists (3)

 8:4;43:13,16

exit (1)

 143:4

exit-financing (1)

 5:15

expect (3)

 59:23;61:9;140:14

expecting (1)

 28:20

expedited (1)

 142:5

expense (1)

 80:14

expenses (1)

 20:22

experience (2)

 55:1;77:16

expert (1)

 17:8

experts (3)

 58:7;73:6;78:5

explain (12)

 18:16;24:2,7;46:7,

 13;51:22;54:14;62:18,

 20,22;64:16,17

explained (1)

 53:6

explicitly (1)

 83:10

exposed (1)

 38:11

exposure (3)

 48:17,19,19

express (1)

 137:8

expressed (2)

 80:11;90:15

expressly (1)

 14:18

extend (4)

 7:13;25:16;84:17,18

extended (1)

 63:23

extension (2)

 9:4,5

extent (4)

 12:22;33:14;84:10;

 129:16

extra (1)

 81:25

F

Faced (1)

 63:3

facilitate (2)

 21:25;91:13

facilitates (1)

 19:1

facing (1)

 114:19

fact (22)

 8:20;21:12,22;25:12;

 38:10;42:12;44:14,24;

 49:9;80:12,13;85:17;

 90:18;112:17;114:11;

 119:4;121:5;122:9;

 129:3;135:9,12;136:2

factors (2)

 22:15;55:17

factor's (1)

 55:20

facts (3)

 20:3;55:21;122:22

fail (4)

 82:17;84:5;90:23,24

fails (1)

 86:18

failure (1)

 92:3

fair (5)

 55:2,2;65:11;90:22;

 121:15

fair-and-equitable (5)

 15:10;19:21;20:13;

 49:7;124:24

fairly (1)

 89:4

fairness (2)

 15:12;124:14

faith (1)

 34:12

falls (2)

 20:10;111:10

familiar (1)

 72:18

far (4)

 33:4,5;59:15;66:19

Farr (1)

 32:22

fatally (3)

 83:16;91:18,18

faulting (1)

 66:7

Faustian (1)

 97:11

favor (6)

 101:8,12,25;102:16,

 18;106:2

favorable (1)

 105:10

feasible (4)

 81:7,12,15,16

Feather (1)

 111:25

features (2)

 15:2,2

federal (2)

 19:5;140:18

feedback (1)

 36:11

feel (2)

 52:7;89:16

feeling (1)

 47:16

feels (2)

 48:20;121:1

fees (2)

 8:22;63:8

Feld (1)

 99:2

Feldman (151)

 13:1,23;19:8;24:5;

 25:17,23;26:2;32:10,

 11,12,15,17,20,21;

 33:10,15,17,21,23;

 35:4,6,9,11,13,15,18,

 20,22;36:8,14,16,19,

 21,23;37:2,5,8,10,16,

 18,20;38:22;39:2,5,9,

 11,16,18,21;40:5,7,13,

 16,19,22;41:4,6,15,18,

 21;42:5,16,22;43:17,

 20,23,25;44:11,17,19,

 22,24;45:2,14,19,21;

 46:9,11,13,15,21;47:2,

 5,8,11,15;48:8,10,16,

 23;49:2,4,7,12,14,16,

 19;50:5,8,12,17;61:3,

 10;65:1;66:7;75:19;

 81:25;83:22;87:2,22;

 88:11;97:15;114:2;

 120:13;126:11,18,22,

 25;127:2,4,7,12,20,25;

 128:2,7,19,21,24;

 129:1,8,13,23;130:4,6;

 131:9;132:7,14,16,18,

 23;133:2,5,9,12,14;

 134:5,9,11,15,16

Feldman's (4)

 60:8,16;96:3;112:15

FERC (1)

 74:18

fervor (1)

 66:22

few (2)

 24:13;131:15

fiduciaries (3)

 26:11;58:22;103:18

fiduciary (16)

 85:7,16,21;104:2;

 105:4,5,5;107:4;

 111:16;120:22;133:7;

 135:18,24;136:2;

 138:18;142:16

field (3)

 91:2;137:16;139:17

fifteen (4)

 20:5;114:14;120:14,

 19

fighting (1)

 116:23

fights (1)

 133:17

figure (7)

 22:8;23:19;35:17;

 58:7;72:20;120:6;

 136:7

figuring (1)

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of 165
PG&E CORPORATION AND 

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Case No. 19-30088

December 4, 2019

 116:21

file (11)

 6:22;7:22;9:20;

 57:14;67:19;72:21,22;

 73:5,24;94:12;138:22

filed (31)

 5:2;6:9,17;12:23;

 15:1;17:5,7,11,22;

 18:20;20:6;24:12;

 26:16,19;28:8;45:4,10,

 15;46:4;52:22;53:5;

 54:4;57:20,21;63:22;

 105:18,19,25;118:6,16;

 122:23

files (3)

 74:6,19;98:10

filing (1)

 72:12

final (9)

 63:10;70:23;73:22;

 74:2,3,6,9,11;82:12

finality (1)

 76:7

financeable (1)

 121:15

financial (4)

 88:18;137:15,17;

 142:11

financing (1)

 143:4

find (2)

 63:11;95:9

finding (1)

 38:23

fine (12)

 5:12;8:1,2,17,17;

 10:10;36:3;51:10;54:6;

 79:25;110:13;142:8

finesse (1)

 16:2

finger (1)

 138:13

finished (2)

 74:7,9

fire (7)

 14:19;20:4;21:1;

 27:5;112:12,21;114:16

fires (1)

 48:18

firm (1)

 54:6

firmly (1)

 135:16

firms (3)

 54:2;62:25;104:4

first (33)

 8:12;12:7,18;18:3;

 33:21,25;44:9;51:12;

 52:12;53:25;61:19;

 65:5;67:4,9,13;71:4;

 73:4;76:15;79:1,13;

 85:25;86:1,3;87:11;

 99:9;100:18;104:12;

 112:12;120:20,20;

 128:8;130:7;135:2

five (3)

 37:22;43:6;51:5

fix (10)

 68:24;70:17;76:16;

 78:23;84:3;88:19;

 89:10,11;100:11;117:9

fixed (1)

 112:12

flaw (1)

 116:7

flawed (1)

 83:16

Flesh (1)

 23:25

flexible (1)

 83:3

flipping (1)

 91:23

floating (1)

 80:6

floor (2)

 23:10;64:6

flow (1)

 12:2

flurry (1)

 5:14

fly (3)

 65:21;92:11;140:7

focus (3)

 12:21;21:9;93:24

focused (1)

 33:22

follow (4)

 4:25;72:12;132:10;

 142:2

followed (1)

 140:13

following (2)

 93:6;141:24

follows (1)

 28:19

food (1)

 11:4

footing (1)

 94:22

Footnote (2)

 53:13;119:4

Footnotes (2)

 53:6,9

forced (5)

 61:18,21;65:8;

 115:11,11

forcing (1)

 68:14

forego (1)

 62:5

forget (1)

 40:24

forgive (2)

 69:6,7

form (7)

 71:6;99:15,16;100:2;

 111:8;116:9;118:1

formal (5)

 114:1;140:2,15,22;

 141:5

formally (1)

 113:7

former (1)

 53:19

formulation (2)

 108:22;110:5

forth (3)

 16:21;28:7;128:13

forty-five- (1)

 14:10

forty-five-percent (1)

 20:7

forum (2)

 31:24,24

forward (19)

 5:23;7:3;12:4;22:3,6,

 6;24:19,21;25:19,21;

 40:10;69:2;83:6;96:21;

 123:3,25;124:1;129:2;

 134:3

four (3)

 51:12,13;67:5

fourth (2)

 52:7;61:19

frames (2)

 5:10;26:14

FRANCISCO (2)

 4:1;20:18

frankly (7)

 13:8;15:10;18:4,13;

 69:1;95:3;122:1

free (2)

 101:25;108:17

freed (1)

 31:25

freeing (1)

 21:4

frees (1)

 18:24

freeze (1)

 97:12

Friday (10)

 6:13;8:5;9:15;10:1,8,

 9,13;25:17,24;46:17

Friday's (1)

 10:2

front (5)

 52:13,15,23;67:13;

 131:22

Fulbright (1)

 111:24

full (20)

 9:13;21:24;34:23;

 35:4,5;38:4,5;43:2,4,7,

 13;55:5,8;56:20;62:7;

 116:14,24;118:16,17;

 133:22

full- (1)

 34:22

fully (11)

 14:12;31:6;34:21;

 45:4;106:14;112:5,8,

 10;113:23;116:14;

 118:13

fund (3)

 81:16,22;121:18

fundamentally (3)

 6:17;44:3;131:9

funded (2)

 30:5,6

funding (1)

 30:3

funds (1)

 37:25

further (3)

 116:12,25;117:3

furtherance (1)

 139:10

future (1)

 83:1

G

Gallagher (1)

 32:22

gamble (1)

 77:20

game (1)

 81:22

games (2)

 88:4,5

gave (3)

 44:18;49:9;137:22

Gavin (1)

 79:19

gee (1)

 116:11

generally (1)

 55:14

gentleman (1)

 72:17

gentleman's (1)

 17:10

gentlemen (1)

 141:6

gets (16)

 19:6;28:12,22;31:25;

 33:13;36:17;39:24,25;

 47:7;89:3,12;105:12;

 115:24;124:24,25;

 133:7

given (7)

 8:18;10:9;41:10;

 68:6;114:18;118:21;

 129:17

gives (2)

 53:8;97:9

giving (6)

 9:6;39:14;41:12;

 81:25;129:24,24

glad (1)

 135:9

global (3)

 108:19;110:10,12

go- (1)

 22:2

goal (5)

 82:6,15;88:9;94:17;

 121:18

goes (7)

 22:5;29:20;48:14;

 111:11;115:22,25;

 133:24

go-forward (1)

 121:17

Good (44)

 4:7,8;26:10;32:11,

 12;36:4,6;41:11;45:1,

 2;48:24;51:2;57:3,5;

 58:21;66:15;77:9;

 79:15;88:11;90:12;

 92:17,20;93:1;98:23,

 24;99:3;102:2;103:23;

 105:11;111:22,23;

 113:7;114:4,7,22;

 122:24,25;124:25,25;

 127:3;130:5;132:17,

 18;137:16

Gotshal (1)

 120:18

governmental (1)

 50:19

governor (10)

 51:5;69:13,14;79:19;

 80:11;82:13;89:16,19;

 90:20;134:11

governor's (12)

 25:6;83:23;87:12;

 120:25;121:3,7;134:2;

 135:10;137:5,8;

 138:11,11

grant (1)

 9:4

great (6)

 9:15;79:2;86:4;

 103:20;104:16;127:9

greatly (2)

 19:1;21:25

Greg (1)

 135:11

Gregory (1)

 90:12

grounds (1)

 13:20

group (16)

 4:20;5:10;8:25;

 22:20;28:9;32:22;

 106:25;108:8,17;

 112:16;113:3,11;

 114:3;123:17,17;

 124:15

growing (1)

 57:13

Grump (1)

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of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

 11:16

guess (12)

 5:24;9:22;55:16;

 83:21;91:22;92:1;

 114:10;115:22;117:8;

 132:6,9;140:23

guidance (1)

 82:8

guilty (1)

 98:19

Gump (2)

 98:25;135:7

guy (2)

 64:7;76:1

guys (1)

 8:15

guy's (1)

 140:21

H

Half (2)

 68:16;92:16

half-whole (1)

 64:23

Hamlet (1)

 87:7

hand (5)

 11:7;67:9;77:7;

 136:5,6

hap (1)

 125:20

happen (13)

 34:24;40:4,18;61:17;

 63:7;71:1;81:3;84:15;

 88:16;116:1;131:8;

 134:13;137:11

happened (7)

 32:16;47:6;81:9;

 105:17,24;106:4,6

happening (5)

 63:3,3;70:1,2;79:6

happens (8)

 25:1;28:19;38:17;

 78:1,3,4,8;125:21

happy (5)

 12:7;31:13,14;45:11;

 67:24

hard (9)

 22:12;25:18;28:16;

 42:14;61:21,22,24;

 62:4;81:4

hard-fought (1)

 16:23

hardly (1)

 104:17

hardship (1)

 64:2

Hardwoods (1)

 71:13

Hauer (1)

 99:2

havoc (1)

 90:16

Health (1)

 111:25

healthy (1)

 88:23

hear (5)

 12:4;16:5;78:10;

 86:11;143:3

heard (8)

 39:21;51:21;53:7;

 84:16;87:2;90:20;

 135:10;137:5

hearing (21)

 4:12;5:23,25;6:11;

 7:6;8:19;9:14;10:24;

 15:20;16:7;29:20;79:1;

 84:11;89:16;106:4,5,6,

 7;134:25;140:6,9

hearings (5)

 11:3;20:18;22:6;

 36:11;141:25

heavy (1)

 83:4

held (3)

 41:6;50:19;106:4

hell-bent (2)

 121:13,14

help (5)

 17:8;29:13;51:11;

 82:15;117:9

helpful (4)

 12:3,20;80:10;

 135:13

here's (8)

 58:3;60:2;61:17;

 63:3,21;64:3;130:1;

 137:2

herring (2)

 131:21;132:1

high (1)

 77:17

higher (3)

 47:18;77:24;78:7

hoc (17)

 11:18;13:7;15:5;

 28:9;32:22;51:8;52:19;

 90:24;92:24;94:5;

 95:20;99:4;108:8,17;

 113:11;133:16;135:8

hold (5)

 25:4,6;48:2;58:13;

 123:19

holder (6)

 107:1;128:11,13,14;

 133:18,19

holders (8)

 43:5;53:11,15;100:2;

 106:1,11,14;132:20

holder's (1)

 128:15

holding (1)

 78:21

holes (1)

 64:6

holidays (1)

 9:11

home (5)

 39:12;59:12;63:20;

 64:5;115:25

Homer (1)

 67:16

honest (1)

 63:2

Honor (190)

 6:8;7:17;10:21;

 11:15;12:6,10,16;13:1,

 14;14:4,6,7,13,25;15:4,

 11;16:10;17:2;18:21;

 19:8,19,21;20:3,8;

 21:13,22;23:13;24:8,

 18,23;25:10;26:5,8;

 27:24;29:25;32:12,21,

 24;39:9;40:8;41:25;

 42:23;44:6;45:3,24;

 46:16;47:12;48:3;

 49:16;50:3,8;51:2,4,

 11;53:17;54:1,23;58:6;

 61:12;62:11;64:14;

 68:1,17;72:11;75:1;

 79:11,16,23;80:7,17,

 19;82:19;83:2;84:16;

 85:4,14,23;87:3,9,17;

 88:10;89:1,8,15;90:5,

 12,14;93:16;94:15;

 95:9;98:14,18,24;99:6;

 100:9,14,18,19;101:5,

 6,11;102:1,14,19,23,

 24,25;103:16,25;104:3,

 8,21;105:9,15,17;

 106:6,16,21,24;107:6,

 8,10,18;108:9,13,16;

 109:21;110:18,20,22;

 111:6,7,14,17,21,23;

 113:5,8;114:8;115:20;

 117:6,11,21,24;118:9;

 119:7,11;120:2,17;

 122:12;123:22;124:5;

 125:3,18;126:3;127:2,

 4,12,25;128:8,10;

 129:2;130:6;131:22;

 133:9,19;135:1,9,22,

 25;136:1,7,9,16,21;

 137:2;138:2,4,16,21;

 139:3,8,10;140:11,24;

 141:10,12,16,20;143:2

Honorable (1)

 4:6

Honor's (2)

 80:10;82:5

hope (1)

 34:18

hoped (1)

 140:24

horribly (1)

 63:14

Hospital (7)

 51:9;63:25;64:2,4;

 111:25;112:1;129:25

Hostetler (1)

 51:3

hour (1)

 11:14

hours (1)

 11:9

housekeeping (8)

 4:14,16;11:19;

 120:15;134:24;136:14,

 16;137:2

huge (2)

 66:11;131:12

hundred (1)

 112:18

hundreds (1)

 63:15

hypo (1)

 115:23

hypothetical (6)

 30:22;36:17;38:18;

 39:3,13;41:10

hypothetically (2)

 55:25;56:2

I

IBNR (1)

 45:23

idea (10)

 29:6;43:12;44:1;

 45:8;76:10;86:4;129:1;

 130:15;131:2;134:11

ideas (1)

 55:11

ignore (1)

 64:21

ignored (1)

 38:20

ii (5)

 93:20;94:11;95:10;

 109:24,25

iii (3)

 93:20;100:19;109:22

illegal (1)

 53:20

immediately (1)

 139:20

impact (2)

 17:1;30:20

impacts (1)

 51:24

impaired (6)

 4:20;5:11;43:5;

 57:14;64:3;131:24

impermissible (1)

 114:19

implementation (1)

 85:12

implementing (1)

 93:11

implication (1)

 77:12

important (15)

 14:5,11,13;18:23;

 34:16;41:23;48:16;

 51:16,23;64:10;65:19;

 73:17;90:21;128:4;

 130:13

importantly (2)

 19:1;26:6

imprimatur (1)

 68:13

improper (1)

 44:2

in/opt-out (1)

 115:17

inadequate (1)

 37:12

inappropriate (1)

 108:11

in-between (1)

 87:1

incentive (2)

 127:16;133:21

include (4)

 15:1;34:2;50:18;

 141:21

included (1)

 106:1

includes (1)

 72:7

including (11)

 7:17;16:25;20:17,23,

 25;22:19;43:2;66:12;

 131:11,12;138:11

incomplete (1)

 18:2

inconsistent (1)

 135:18

inconvenience (1)

 9:16

incorporates (1)

 26:20

increase (1)

 63:13

incur (1)

 8:22

Indeed (2)

 19:21;108:15

indicated (1)

 10:25

indication (2)

 60:20;114:4

indirectly (1)

 94:12

individual (7)

 34:21;35:23;45:7,7;

 130:8;131:3,12

individuals (1)

 17:22

infamous (1)

 112:3

infirm (2)

 103:11,12

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(9) guess - infirm Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 153

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

infirmity (2)

 103:13,15

inform (1)

 12:3

informal (1)

 140:3

informally (1)

 113:6

information (18)

 10:6;12:2;89:5,7;

 121:7,8;137:15,17,22;

 138:7,19;139:12,20;

 140:12,15;141:18;

 142:11,22

infrastructure (1)

 82:24

initial (1)

 5:2

insist (1)

 5:22

insistence (1)

 135:17

insolvency (3)

 57:2;66:12;87:25

insolvent (1)

 134:1

installment (3)

 58:4;61:19,20

installments (2)

 58:14;62:6

instantly (2)

 9:1;140:6

instead (2)

 66:11;71:4

institutions (1)

 88:18

insurance (25)

 14:15;20:20;27:5;

 34:12,14;35:25;36:10,

 11;42:20;52:10;60:23;

 87:22;88:19;112:18;

 114:17;115:9;116:20;

 117:4;118:19,22;

 129:17;130:18,21;

 131:7,14

insured (3)

 45:7;129:15,16

insurer (7)

 38:6,12;39:16;

 112:15;116:20;128:3;

 129:15

insurers (7)

 48:12,17,18;70:24;

 112:13,22;114:16

insurmountable (1)

 113:3

intend (5)

 11:5,23,24;46:20;

 88:6

intended (1)

 100:14

intention (2)

 33:6;134:19

intentionally (1)

 25:9

interest (10)

 7:10,12;13:19;21:2;

 43:2;47:20;51:19;

 70:25;71:1;143:8

interested (1)

 69:14

interests (5)

 103:16;104:1;

 106:18;123:7;125:8

interlocutory (1)

 73:22

interminably (1)

 63:16

interpretation (1)

 77:13

interrogatories (1)

 141:7

interrogatory (1)

 114:2

interrupt (1)

 64:9

interviewed (2)

 63:22;68:17

into (37)

 11:4;13:23;14:5;

 20:15,20;23:6,7,8;

 25:23;28:2,7;29:24;

 34:5;35:1;37:8;38:15;

 44:17,19;50:10;52:2;

 58:16;59:2;63:19,24;

 64:5;65:18;74:3;76:17;

 80:14;81:16,19;87:16;

 88:21;95:1;113:13;

 127:17;135:21

intransigent (1)

 98:11

inundated (1)

 117:23

inventing (1)

 130:12

inverse (5)

 23:9,14,22;47:22;

 73:15

inverse-condemnation (2)

 47:19;48:6

investments (1)

 82:23

invite (1)

 142:4

involved (8)

 10:18;18:5;33:6;

 44:4,4;105:16;121:24;

 138:10

involves (2)

 73:13;125:6

involving (1)

 73:16

IP (4)

 50:18;128:13,14,16

issue (41)

 4:18,19,21,24;5:8,

 10;6:20;7:12;12:6;

 13:24;14:19;15:15;

 16:3,3,16;18:8;19:5;

 24:9;46:17,21;47:22;

 53:22;61:11;65:13;

 73:12;74:1;80:5;88:12;

 89:8;101:10;102:23;

 112:7;113:2;115:16;

 116:11,17;126:20;

 133:15;135:14;141:9,

 15

issues (15)

 13:4;19:16;24:13,14;

 26:18,18;47:16;51:19;

 84:12,14;91:9;99:7;

 112:2;125:22;134:24

item (1)

 51:20

items (1)

 142:21

iteration (1)

 126:16

J

January (4)

 9:13,15;47:3,4

jeopardizing (1)

 24:24

jettison (1)

 25:3

jettisoned (1)

 124:10

jettisoning (1)

 24:23

Jim (1)

 139:21

job (5)

 25:7;87:6;88:11,15;

 103:20

joined (1)

 24:12

joint (2)

 52:18;119:21

joke (1)

 89:21

Judge (35)

 22:6,9,15;26:7;30:9,

 13;33:12;34:19,19;

 38:2;41:19;43:17;

 46:23;47:6,7;54:7;

 55:7;56:1;63:24;64:12;

 68:3;71:14;73:22;

 74:12,16;77:12;78:4;

 81:3;87:7,24;97:15;

 132:5;133:3;138:23;

 141:24

judges (2)

 9:2;25:8

judgment (6)

 37:23,25;39:4;40:1;

 62:19;63:10

judgments (1)

 38:10

judicial (2)

 17:6;45:14

Julian (171)

 12:22;13:9,23;18:12,

 16;19:15;28:18;29:7;

 33:22;37:7;40:24;45:3;

 49:25;50:3,6;51:1,2,3,

 7,11;52:3,5,17,21,25;

 53:3,5;55:13,18,23,25;

 56:4,7,9,12,14,18,20,

 23;57:7,10,12,19,22,

 24;58:2,18;59:5,7,17,

 20,22,24;60:2,5,10,13,

 23,25;61:4,6,12,14,17,

 22,25;62:3,13,16,18,

 22,24;64:14,17,20;

 65:6,8,11,14,17,23;

 66:5,14,16,20,21;67:2,

 4,6,8,12;68:23;69:3,10,

 18,22,25;70:3,8,10,14,

 18,21;71:17,19,22,24;

 72:2,5,11,15,19,24;

 73:2,4,8,12,15;74:4,8,

 10,15,23;75:1,5,8,10,

 13,15,16,18,22;76:8,

 10,12,14,19,24;77:10,

 19,22,25;78:2,6,9,12,

 13,14,16,19,21,25;

 79:9,11,12;91:17;

 103:12;119:11,13,14,

 24;120:2,5,7,10;

 124:18;128:4;129:2,

 19;130:14;132:12

Julian's (4)

 42:11;86:12;128:7;

 130:17

jump (1)

 92:10

June (5)

 22:1;84:17,18;87:18;

 124:12

jurisdiction (5)

 41:7;68:10,11;70:6;

 103:1

jury (11)

 20:18;22:13,14,15;

 29:18,19,22,22,22;

 62:10;78:5

K

Karotkin (173)

 4:10,12,15,22;5:2,5,

 12,17;6:2;8:24;9:6,18,

 24;10:2,10,23;11:12;

 12:17,19;13:1,4,13,18,

 22;14:3,18,20;15:16,

 19,24;16:1,6,10,14,18;

 17:12,15,19,22,25;

 18:2,7,11,13,16,19;

 19:8,11,14;21:10,12,

 15,17;22:17,21,23,25;

 23:2,5,13,17,20,22;

 24:1,3,5,7,16,18;25:2,

 10,12,15;26:5,8;27:1,3,

 10,13,15,18,21,24;

 28:4,16,24;29:1,4,9,12,

 15,25;30:2,8,12,16,18;

 31:3,5,10,12,18,21;

 32:2,4,6,9,25;34:2,10;

 44:14;46:23;48:5;

 49:11,21,24;67:18;

 83:22;86:17,19;92:17;

 99:10;104:3;120:13,

 17,18;122:12,14,16,20;

 123:2,6,11,14,22;

 124:5,13;125:3,5,14,

 18,20,25;126:3,5,12;

 131:24;132:2;135:13,

 22;136:9,12,15,17,20;

 137:14,21,25;138:6,22;

 139:24;140:10;141:1,

 14;142:3,6,8,10,15,19,

 21;143:3,7

Karotkin's (1)

 86:3

Kasolas (2)

 45:15;57:20

keep (8)

 9:4,7;32:18;92:4;

 94:22;117:6,7;134:21

keeping (2)

 47:18;89:4

Ken (1)

 139:21

killer (1)

 88:17

Kim (1)

 9:8

kind (5)

 5:11;9:13;64:11,12;

 88:18

Klein (1)

 41:19

Klein's (1)

 71:14

knee-jerk (1)

 107:13

knowing (4)

 6:11;102:12;113:2;

 129:21

knowledgeable (1)

 72:17

known (2)

 23:11;32:18

knows (3)

 85:21,21;115:25

L

LA (1)

 56:2

lack (3)

 12:2;68:10;77:12

lacks (1)

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PG&E CORPORATION AND 

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Case No. 19-30088

December 4, 2019

 41:7

lag (1)

 76:17

language (6)

 13:7;117:17,20;

 128:9,25;129:13

large (2)

 8:25;107:1

Las (1)

 71:17

last (10)

 58:16;69:15;78:25;

 90:1,14;106:25;

 110:18;111:4,6;121:11

later (2)

 48:25;105:23

latest (1)

 126:16

latter (1)

 38:22

Laughter (2)

 13:17;47:10

law (22)

 12:25;13:11;19:5;

 40:2,7;41:16,18,21;

 42:12;44:1;52:6;53:20;

 54:2;55:21;62:25;68:4;

 71:10;86:6;90:2;104:4;

 112:10;123:11

law's (1)

 75:11

lawyer (2)

 62:4;70:16

lawyers (25)

 9:2;26:23;52:8;54:6,

 10;57:3,5;58:23;60:15;

 62:25;68:2;70:11,19;

 71:3;75:21;76:2,25;

 77:6;78:23;124:19;

 128:23;129:19;130:8,

 9;140:3

lawyers' (1)

 63:8

lawyer's (1)

 64:22

Lazard (1)

 139:21

lead (2)

 50:1,1

leaned (1)

 137:6

learn (1)

 51:14

learned (1)

 50:21

least (3)

 17:17;47:17;114:1

leave (6)

 9:19;47:15;74:17;

 76:24;80:8;95:11

leaves (2)

 21:8;87:23

leaving (1)

 31:23

LeBlanc (18)

 6:4,7,7,11,19;7:8,11,

 16,22;8:1,8,11,14;9:20;

 10:4,7,16,21

left (8)

 10:24;32:24;56:21,

 24;58:19;60:20;67:25;

 102:23

legal (7)

 4:24;71:24;86:9;

 103:7,13,15;106:16

legally (2)

 103:11,12

legitimate (1)

 79:2

less (6)

 20:9;23:10;51:5,7,8;

 142:12

letter (3)

 6:9;137:18;142:12

letters (1)

 67:17

letting (1)

 9:17

level (1)

 90:22

leverage (9)

 85:5,6;105:3;106:21,

 22;107:2;111:14;

 133:14,20

liability (2)

 20:24;47:22

lies (1)

 12:10

life (1)

 130:1

lift (1)

 83:4

light (2)

 80:13;85:17

likelihood (1)

 55:20

likely (1)

 97:3

limit (1)

 113:11

limited (3)

 84:13;89:9;102:25

line (3)

 17:16;22:9;95:11

lined (1)

 49:21

line-item (2)

 65:23;66:2

lines (1)

 69:25

liquidating (1)

 116:22

list (2)

 13:10;137:22

listed (1)

 113:9

listen (6)

 45:13;73:19;78:15;

 85:24;110:17;141:6

listened (1)

 78:4

literally (2)

 16:22;132:10

litigate (4)

 32:4,7;113:23;

 131:16

litigating (1)

 47:25

litigation (12)

 16:25;20:16,21,23;

 37:14;55:13;63:6,16;

 69:16;91:13;114:19;

 139:14

litigators (1)

 140:2

little (12)

 5:25;24:2;33:1;39:1;

 45:25;52:6;73:21;

 80:22;94:9;95:10;

 108:24;109:16

living (1)

 64:5

LLP (1)

 90:13

local (1)

 9:8

locally (1)

 9:8

lock (3)

 81:24;83:7;85:2

locked (1)

 90:25

locking (3)

 88:11;128:5;132:25

locks (2)

 80:13;97:10

lock-up (1)

 132:3

logic (1)

 94:20

logical (1)

 63:21

long (3)

 65:5;132:4;139:25

long-term (1)

 48:2

look (23)

 18:21;37:10;43:25;

 44:13;45:9;55:3;58:6;

 61:8;65:4;67:13;71:11,

 23;72:13;78:5;84:16;

 89:14;94:1;103:2;

 114:1;116:5;123:11;

 125:15;140:13

looked (2)

 79:21;113:8

looking (9)

 95:10,24;108:7,25;

 109:1,2,4,14;142:4

Looks (1)

 111:20

loss (1)

 20:25

losses (3)

 116:15,25;118:13

lost (2)

 43:22;89:12

lot (21)

 8:15;9:14;28:12;

 41:14,18,21;44:25;

 45:18,19;55:9,11;

 57:12;63:4;74:13;

 79:24;80:6;124:23;

 125:6,6;126:2,2

love (1)

 65:23

Lowenschuss (2)

 19:6;71:12

lowercase (1)

 6:15

lowest (1)

 20:10

M

machine (1)

 43:21

made- (1)

 131:16

made-whole (23)

 35:1,10,24;36:9;

 38:5,6,12,13,14,16;

 39:18,19;41:12,22;

 42:10;43:3,9;54:13,16;

 128:12,21;129:16,25

maintain (1)

 90:22

major (4)

 14:7,8;21:23;69:16

majority (1)

 122:9

make- (2)

 27:8;43:2

makes (6)

 18:1;23:23;29:7;

 60:22;62:4;85:17

make-whole (3)

 51:19;116:12,17

making (6)

 64:11;72:8;80:2;

 89:15;91:17;136:10

man (1)

 123:19

mandatory (2)

 115:4,7

Manges (1)

 120:18

many (18)

 9:10;54:6;57:15;

 58:7;63:25;72:20,21;

 79:6;104:4;121:10;

 124:8;129:18;130:10,

 10;133:6,6;139:9;

 143:5

marathon (1)

 11:2

marketable (2)

 88:24,25

marketplace (1)

 43:18

mass (2)

 58:24;60:15

match (1)

 17:20

material (1)

 92:2

matrix (12)

 29:16;31:7;36:1,25;

 37:10,11;43:13;58:9,

 18;59:11;63:18;131:4

Matter (13)

 4:9,23;10:23;23:19;

 35:24;55:5;62:12;86:6;

 90:2,15;95:6;140:17;

 142:24

matters (3)

 20:17;42:7;81:4

Matthew (1)

 32:21

maximizes (1)

 92:4

maximum (1)

 85:5

may (28)

 6:3;26:18;34:11;

 48:7,9;53:19;55:9,9,9;

 56:20,21;59:19,21;

 60:25;80:10;81:3;

 82:20;87:16;88:20;

 95:21;112:13;116:16;

 119:12;132:18;134:12;

 141:15,15;142:6

maybe (18)

 31:24;33:12;36:4,4,

 5;47:9;57:3,25;65:21;

 66:9,9;69:2;83:20;

 84:21;92:15;116:7;

 133:4;136:1

mean (70)

 5:22,24;7:10;9:1,12;

 10:5;12:13,20;13:13,

 18;18:3,8;21:18;22:14;

 24:15;25:7;29:21;35:5;

 39:3;45:16;49:22;53:1;

 56:24;57:20;66:2;

 69:12;71:11,16,16,20,

 23;72:13;75:25;76:6;

 79:20;82:9;84:10;

 86:21,21;91:11;93:23;

 95:22,24;96:9,11;

 98:10;102:5;103:5;

 109:14;111:5;112:23,

 25;113:3;115:14;

 118:23;122:8;125:15;

 126:2;129:11;132:9,9,

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(11) lag - mean Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 155

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

 25;134:7;135:20;

 136:15,19;138:3;

 140:7,13;141:24

meaningless (3)

 110:22;122:4,7

means (5)

 17:23;29:6;47:23;

 96:2,12

meantime (1)

 127:10

mechanics (2)

 33:3,7

media's (1)

 120:3

mediation (13)

 31:13;37:14;54:7;

 58:9,19;68:3;69:5,18,

 20,23;108:18;110:10,

 21

mediator (2)

 56:1;69:24

meet (8)

 76:1;82:25;83:11;

 87:14;106:11;134:1;

 141:1;142:23

meeting (3)

 106:2;121:2,5

meets (1)

 19:19

members (1)

 11:6

memorialized (1)

 14:21

memorize (2)

 61:10;117:22

mention (3)

 26:22,23;47:22

mentioned (3)

 21:4;26:15;48:11

message (1)

 83:23

Mesterharm (1)

 139:21

met (2)

 19:23;20:14

microphone (3)

 98:15,17,22

might (17)

 11:7;13:16,19,21;

 40:17;48:25;66:25;

 68:19;69:13;74:16;

 77:18;88:23;90:23,24;

 126:21,23;129:6

Mike (2)

 11:16;135:7

Milbank (3)

 6:7;90:13;135:11

mileage (1)

 28:12

million (10)

 29:22,23,24;38:2;

 39:24;40:1,1;67:19;

 94:16;124:16

millions (2)

 63:15;124:17

mind (4)

 60:20;88:5;126:10;

 140:5

mindful (2)

 9:12;10:14

minute (2)

 60:19;91:4

minutes (4)

 51:5,9;120:14,19

miscited (1)

 13:25

miscites (1)

 19:18

mish- (1)

 16:1

misquotes (1)

 19:18

missing (2)

 4:10;71:2

misspoke (3)

 93:19;109:24;119:18

misstated (1)

 99:10

misunderstood (2)

 82:21;126:16

Mitchell (57)

 51:4;79:13,14,16,18,

 18,23;80:2,5,19,21;

 81:1,7,14,18,21,23;

 82:4;83:14;84:1,4,6,8,

 10,20,22;85:14,19,23;

 86:2,15,19,22,24;87:3,

 5,9,20;88:2,8,10,14,15,

 20,22;89:1,14,20,23;

 90:5,7,9;91:16;103:17;

 105:2;120:24;121:11

Mitchell's (2)

 120:20;133:24

modifications (1)

 103:4

modified (5)

 83:11;102:14;

 107:10;108:7,15

moment (6)

 45:9;90:4;102:6;

 108:1,4;131:2

momentum (2)

 80:24;89:3

money (32)

 25:20;28:22;29:17;

 30:24;31:25,25;36:7,8,

 9;37:20;38:20;54:12;

 59:1,11,12;60:17,20,

 21;63:12,12,20;64:4,

 22,23;65:3;66:24;85:1;

 89:11;116:21;117:6,7;

 129:25

Montali (1)

 4:6

months (4)

 15:4;16:23;129:4,4

moots (2)

 4:23;5:11

more (31)

 7:18;18:25;20:6;

 21:7;24:2,11;25:23;

 26:6;30:21;33:2;34:16;

 45:3,17,18,19;46:17;

 49:23;68:15,25,25;

 75:25;78:17;88:24;

 90:21;99:8;124:21;

 130:13;131:6;137:8;

 140:2,2

moreover (1)

 20:12

morning (13)

 4:7,8;11:6;32:11,12;

 51:2;79:15;90:12;

 98:23,24;99:3;111:22,

 23

mosh (1)

 16:2

most (9)

 13:4;52:15;57:1;

 76:12,14,15;79:2;

 134:8;136:3

motion (23)

 5:9,15;7:4;8:21;

 11:22;12:1,4,7;14:5;

 15:14;46:4;68:25;

 85:12;87:1;90:1;

 105:18,19,25;124:14;

 136:10,18;138:22,23

motions (1)

 140:16

Mount (2)

 71:15,15

move (2)

 9:14;25:20

moved (2)

 82:6;133:16

moving (4)

 83:6;88:9;123:3;

 124:1

much (11)

 9:6;20:9;34:16;

 45:16;77:7;78:18;79:5,

 25;80:9;124:21;130:13

municipal (1)

 50:9

musings (1)

 42:14

must (5)

 101:24;111:9,13;

 118:14;121:22

mutual (15)

 59:15;60:5,6;70:10,

 24;71:4;75:21,22;

 76:21,22;77:1;128:9;

 129:12,15,17

mutuality (3)

 36:14,15;128:17

mutual-release (1)

 71:6

Myers (1)

 79:18

mystifies (1)

 15:11

N

name (3)

 6:5;17:10;80:4

Nancy (1)

 79:18

near (1)

 98:16

necessarily (1)

 29:23

necessary (7)

 82:14;89:5,7;117:4,

 18;118:22;140:9

need (33)

 5:19;6:5;7:17,22;

 11:11;21:9;25:23;35:9,

 10,16;46:17;52:1,16;

 64:4,12,23;79:3;82:8;

 92:19;94:21,25;98:16;

 110:17;111:12;117:8;

 119:17;126:19;127:22;

 132:19,20;138:8;

 141:15,20

needed (1)

 86:7

needs (3)

 54:24;82:25;121:12

needy (3)

 76:12,14,15

negative (4)

 92:23;93:19;94:2,3

negotiate (14)

 71:4;81:2;100:8;

 102:19;106:12;108:11,

 17;110:8,9,21;120:12;

 132:4,11,11

negotiated (4)

 102:9;123:2,23;

 130:24

negotiating (1)

 130:15

negotiation (1)

 100:2

negotiations (3)

 16:23;107:9;125:6

neither (1)

 112:10

New (5)

 10:12;50:22;72:13;

 81:22;130:12

Newsom (1)

 79:19

Newsome (4)

 54:7;56:1;68:3;81:3

Newsoms (1)

 80:6

next (10)

 5:25;8:2,2,17;35:20;

 43:6;79:14;87:17;

 97:15;137:11

nightmarish (1)

 42:19

nine (1)

 67:21

nine-billion-dollar (1)

 96:23

Ninth (24)

 12:25;13:11,15,19;

 40:2,8;41:5,24;47:11;

 53:20;68:6;70:5;71:7,

 7,12;72:1;73:17,24,25;

 74:12,18,20,21;86:7

nobody (2)

 91:16;123:13

noise (1)

 58:17

no-movement (1)

 10:19

noncash (2)

 21:9;88:21

nonconsensual (2)

 44:4;115:7

nondebtor (1)

 41:8

none (2)

 65:3;81:4

non-failure (1)

 92:7

nonsettling (1)

 112:13

nor (1)

 112:11

normal (1)

 80:23

normally (1)

 58:24

Norton (1)

 111:24

note (4)

 10:7;14:13;17:4;

 18:23

noted (4)

 15:1;19:24;21:22;

 24:20

noteholder (2)

 99:5;135:8

noteholders (2)

 15:5;52:21

notes (1)

 130:23

not-good (1)

 66:18

notice (4)

 17:6;44:21;45:14;

 141:25

not-less-than (1)

 23:18

November (2)

 137:18;142:12

number (44)

 22:10,12,12,22;23:5,

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(12) meaningless - number Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 156

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

 11;25:16;28:21;30:14,

 14;47:18;48:17,18;

 50:14,14;52:25;56:9,

 10,14,15,17;57:4,16;

 64:13,15;77:6,23,24;

 78:6,7;90:15;92:9;

 93:17;94:16;95:1;

 96:22;97:10;103:21;

 114:2;118:3,6;119:2,

 16;130:15

O

object (2)

 93:13;94:15

objected (1)

 106:10

objecting (1)

 14:23

objection (2)

 50:8;98:10

obligated (4)

 93:13;101:12;

 102:16;110:23

obligation (2)

 102:18;111:8

observe (2)

 9:11;61:9

obstance (1)

 63:4

obvious (1)

 114:24

obviously (10)

 4:17;7:1;9:11;10:9;

 26:3;105:16;119:3;

 122:4;123:25;127:15

occupied (1)

 32:17

occur (1)

 76:7

October (1)

 52:25

off (10)

 7:2;26:4;28:15;

 32:24;39:1;50:1;58:9,

 13;134:7,9

offending (3)

 117:17,20;118:12

offer (2)

 52:8;69:11

offered (1)

 10:8

offering (1)

 95:20

offers (1)

 94:8

office (9)

 25:6;83:23;120:25;

 121:3,7;135:10;137:5,

 8;138:11

official (1)

 6:8

often (1)

 58:5

old (1)

 107:3

O'Melveny (1)

 79:18

once (2)

 21:7;84:23

one (73)

 4:12,13;7:18;10:7;

 13:5;20:8;25:5;26:22,

 22;27:4;30:20;33:21,

 25;48:3,4;50:5,8,21;

 63:17;65:25;67:8,9;

 69:23;70:5;71:17;

 72:12,20;73:17;74:6;

 75:17,25;77:13;78:25;

 80:18;82:2,6;83:8,18,

 19;89:2,6;90:25;91:18;

 93:4,21;94:20;97:9;

 104:8,9,14;107:25;

 108:2,16,25;109:18;

 111:15;112:14,18;

 116:12;117:25;119:2,

 11;121:24;124:15,18;

 127:24,24;132:12,21;

 133:17;134:19;137:20,

 22

one- (1)

 59:17

one-hour (1)

 10:25

one-off-type (1)

 28:13

one-on-one (1)

 28:13

one's (2)

 16:19;118:7

one-sided (2)

 54:19;71:5

ongoing (2)

 116:19;121:7

Only (37)

 4:12;7:16;8:19;10:8,

 23;16:10;23:14,22;

 27:10,19,21;30:19;

 34:9;37:24;48:19,19;

 56:21;58:20;72:15,19;

 73:12;86:25;89:6;93:4;

 94:19,24;102:2,14;

 103:2,22;105:11;

 114:15,19;116:11;

 118:1;121:11;122:25

oOo- (1)

 4:3

open (4)

 4:21;9:5,7;92:4

operates (1)

 122:25

operative (2)

 76:23;129:12

opinion (2)

 51:17;54:18

opinions (1)

 79:24

opponent (1)

 125:1

opportunity (5)

 47:17;123:7;134:3,5;

 140:4

oppose (1)

 93:12

opposing (1)

 140:10

opposition (5)

 4:21;5:16;6:23;7:23;

 9:22

opt (18)

 27:25;28:1,3,4,7;

 29:7;31:21;34:5,10;

 37:15,17,18,19;44:11,

 17,19;62:9;129:21

opt- (1)

 115:16

opted (5)

 28:2;34:7,8;38:15,15

optimistic (1)

 10:14

opt-in (2)

 13:5;44:24

opting (1)

 34:8

option (2)

 62:21;89:25

options (2)

 73:21;101:15

opts (2)

 28:21;30:24

order (16)

 4:4;34:6;73:22,22;

 74:2,8,10,11;78:24;

 87:14;98:8;113:15;

 128:11;129:14;139:11,

 12

ordered (2)

 90:18;138:17

orders (1)

 139:11

ordinary (1)

 44:14

ordinary-course (1)

 34:11

others (1)

 5:15

otherwise (6)

 15:8;69:13;94:19;

 101:23;134:1;143:5

ought (4)

 11:9;87:25;101:11;

 134:12

ourselves (1)

 90:25

out (52)

 5:24;11:4;21:8;

 23:25;30:24;31:21;

 33:13;34:8,10;37:15,

 17,18;39:6;42:6;44:6,

 8,11;45:5,21;46:10,11;

 47:24;48:4;57:1;58:7;

 59:11;60:17,21;63:11,

 20,25;65:5;72:20;86:7;

 91:14;92:11;95:2;

 97:12;109:18;119:5;

 121:2,10,16;123:8;

 126:8;131:5;133:19,

 20,25;134:21;136:7;

 142:25

outcome (1)

 55:16

outline (1)

 59:19

outs (1)

 97:10

outside (3)

 34:24;43:11;68:11

over (9)

 32:1;58:17;76:5,6;

 79:5;91:1;111:15;

 116:20;127:7

overpaid (1)

 61:1

owe (1)

 118:20

own (1)

 83:20

P

page (10)

 53:5;100:24;107:20,

 20;118:2,4;126:16;

 137:20,23;141:7

paid (25)

 20:4,19;29:4;31:10,

 11,12;34:22;35:2,3;

 38:4,5;43:7,13,22;

 45:21;55:4,8;60:21;

 62:7;105:12;116:24;

 131:11,13;133:22,23

paper (1)

 117:23

papers (3)

 5:14;12:23;57:21

Paradise (1)

 112:1

paragraph (2)

 117:9;141:8

parallel (1)

 139:16

parcel (1)

 64:6

Pardon (1)

 24:1

park (1)

 46:19

Parkhill (1)

 67:16

part (6)

 27:6;98:11;112:16;

 113:10;127:22;134:8

participate (8)

 35:23;94:13;98:9;

 108:18,21;110:5,9;

 121:17

participation (2)

 34:4;95:12

particular (2)

 91:1;92:21

particularly (1)

 27:17

parties (17)

 4:17;7:19;12:3,5;

 14:23;21:3;28:5,5;

 31:23;41:8;76:25;82:8,

 20;92:2;101:23;

 106:12;112:14

parties' (1)

 87:11

parties-in-interest (1)

 26:11

party (9)

 19:22,22;25:6;81:2;

 83:8;98:19;106:10;

 116:3;117:1

pass (2)

 28:15;74:12

path (6)

 24:10,18;41:23;91:1;

 124:10;134:13

paths (1)

 139:16

pay (12)

 15:21;34:13,23;38:1,

 2;40:1;43:1,3,3;58:9,

 12;92:24

paying (1)

 34:13

payment (15)

 28:20;34:25;56:20;

 61:19,20;70:23;77:9;

 99:11;116:13,13,14;

 118:12,14,17;131:12

payments (3)

 20:6;55:6;58:4

PE (1)

 79:6

peace (1)

 94:18

pen (2)

 129:3;131:25

pending (1)

 54:7

people (26)

 5:5,7;9:1,3;11:2,3,4;

 16:8;25:20;29:16;31:7;

 34:9;40:9;43:7;57:13,

 15;63:19;66:24;68:17;

 75:13;80:9;123:9;

 126:6;131:15;132:4;

 136:4

people'll (2)

 37:2;55:8

people's (1)

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of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

 34:3

per (1)

 94:15

perceived (1)

 17:17

percent (8)

 14:11;54:3;58:13,14,

 14;112:18;114:14,15

perfect (2)

 69:4;138:9

perfectly (1)

 103:18

perhaps (5)

 14:11;18:23,25;

 45:18;66:12

period (1)

 69:24

periods (1)

 15:4

permit (1)

 55:4

permits (1)

 112:8

permitted (2)

 106:11;110:7

perpetuities (1)

 76:6

person (13)

 18:5;28:21,22;30:24,

 24;38:18;39:23,24,25;

 41:10;64:11;65:2;

 115:24

personal-injury (4)

 14:14;125:23;

 128:23;129:18

perspective (6)

 26:9,10;34:16;80:10;

 81:9;89:17

persuade (1)

 83:17

persuaded (1)

 117:12

persuasive (1)

 86:13

pessimist (1)

 92:1

PG&E (6)

 4:9;28:11;104:12;

 105:16;119:2,17

ph (4)

 17:9;47:14;67:16;

 71:9

phone (1)

 141:9

phrase (2)

 50:22;137:9

pick (5)

 28:20;30:14;32:24;

 78:6;83:24

picked (1)

 119:14

picture (1)

 33:13

pictures (1)

 64:6

piece (5)

 45:25;46:2;69:16;

 85:12;91:12

pin (1)

 89:18

pipeline (1)

 83:18

pitch (1)

 91:17

place (6)

 48:20;65:15;87:11;

 89:21;128:6;134:19

plainly (1)

 21:2

plaintiff (3)

 26:23;45:7,8

plaintiffs (3)

 35:23;131:3,13

plaintiffs' (6)

 34:21;70:11,19;

 75:20;76:2;130:8

plan (189)

 6:15;12:1;13:6,7,11;

 15:14,17,21;16:1,2;

 19:25;24:22;28:7,8,21;

 29:10;34:1,19;36:3;

 38:15,16;41:8;44:9,15;

 50:4;52:18;53:7,9,10,

 14;54:8,21;57:3,9,11,

 14;68:2,10;70:18,21;

 78:1,7;79:3;80:14,16;

 81:5,8,13,14,16;82:2,2,

 6,7,14,15,18,23;83:5,6,

 8,11,17,18,21,24;84:5;

 85:8,11,12,20;86:4,5,8,

 11,17,20;87:18,24,24;

 89:3,3,5,6,7;90:2,4,17,

 22,23,24;91:14,14,18;

 92:21,24,24;93:4,7,10,

 11;94:6,20,22,24,24,

 25;95:2,18,21;96:3,3,

 16,16,17,17,19,25;

 97:3,4,5,12,17;98:7;

 99:9,10,23;101:3,8,9,

 12,13,22,24;102:1,3,6,

 7,16,18,21;103:24;

 104:25;105:6,7,8,13,

 15;106:2,3,13,14,23;

 107:3;108:22;110:6,

 23;111:9,10,12,15;

 115:12,12;118:16;

 119:21;120:11;121:14,

 14,15;122:2,19,23;

 123:4,8,23,24,25;

 124:22;125:16;131:23,

 24;132:13,19;137:3,10,

 10;138:13,19;139:15

plans (12)

 30:18;82:16,21;

 94:19;104:9;121:5;

 122:3,4,9,10;131:22;

 132:8

playing (8)

 25:23;46:1,16;66:7;

 88:4;91:2;137:16;

 139:16

pleading (5)

 18:14;24:12;26:17,

 17;40:24

pleadings (1)

 123:12

please (2)

 74:22;98:17

plight (1)

 77:8

plug (1)

 95:1

plug-in (1)

 22:11

plugs (1)

 22:22

plus (1)

 130:19

PM (1)

 143:9

pocket (1)

 138:9

podium (2)

 32:9;69:8

Podus (1)

 47:14

point (57)

 11:6;19:6;20:10;

 21:18;22:18;30:13,15;

 31:24;33:11;37:4;44:6,

 8;45:5;54:22;56:12,15,

 15;58:3;59:13,25;62:5;

 63:21;64:3;66:6;68:7,

 8;73:12;77:14;78:22,

 25;79:1;80:8;88:17;

 89:14;90:25;91:20;

 92:6;97:24;99:8;

 100:17;111:4,6;112:2;

 113:25;114:22;115:18;

 116:5,8;117:20;

 119:11;121:2,10;

 129:9;131:19,21;

 133:19,25

pointed (1)

 133:19

pointing (1)

 117:15

points (5)

 22:19;67:5;84:25;

 104:3;110:18

policy (2)

 116:20;118:20

pool (1)

 29:24

portion (1)

 7:16

Portland (1)

 77:14

position (9)

 5:20;8:21;10:19;

 21:19;27:4;87:10;

 105:6;106:24;122:1

positions (1)

 25:5

possibility (2)

 63:5;92:3

possible (3)

 90:23,24;117:1

possibly (1)

 88:5

post (1)

 7:10

post-petition (1)

 43:2

post-petition- (1)

 7:10

potentially (1)

 43:2

practical (1)

 82:10

practically (1)

 42:18

practice (1)

 140:18

precedent (1)

 42:5

precipice (1)

 46:25

precise (1)

 99:8

precisely (2)

 13:6;65:6

precision (1)

 55:4

precluded (1)

 100:3

predecessor (1)

 86:4

predestined (1)

 82:17

predict (3)

 28:23;55:10;76:4

predicting (1)

 30:23

prediction (1)

 54:21

prefer (1)

 9:7

preferences (1)

 137:9

pre-judgment (1)

 47:20

preliminary (1)

 11:14

premature (2)

 5:8;80:13

preparation (1)

 126:2

prepared (1)

 5:17

pre-petition (1)

 7:9

present (5)

 20:3;51:4;85:8;

 86:20;111:8

presentation (1)

 49:14

presented (2)

 25:8;125:7

presently (1)

 129:11

preserve (1)

 87:15

presiding (1)

 4:6

press (1)

 119:14

pressure (3)

 64:18,20,21

presumably (4)

 36:24,25;97:14;

 129:20

pretend (2)

 42:7;130:11

pretty (1)

 41:11

prevail (1)

 67:10

prevailing (1)

 55:21

preventing (1)

 106:2

preview (1)

 12:11

previous (1)

 36:11

previously (3)

 10:25;19:12;138:17

principal (1)

 136:3

prior (5)

 9:12;17:7;28:11;

 139:11,11

probabilities (1)

 20:16

probably (11)

 9:4;11:21;15:13;

 68:16;76:2;80:22;

 84:22;90:21;92:16,18;

 125:24

problem (12)

 46:18;54:10,18;

 63:21;67:22;68:5,21;

 70:6;109:20;112:12;

 114:14;116:9

problematic (1)

 101:5

problems (3)

 26:19;63:2;64:2

procedure (1)

 140:1

procedures (3)

 29:5,9;31:5

proceed (3)

 8:21;136:18;138:20

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(14) per - proceed Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 158

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

proceeding (2)

 52:4;58:16

proceedings (2)

 25:19;143:9

process (20)

 8:21;12:1,9,23;

 62:14;63:8,9;82:4,6,8,

 11;90:17,22;92:4;

 98:12;122:3;137:3;

 138:20,24;139:15

processes (1)

 22:8

produce (1)

 45:11

producing (1)

 116:3

product (1)

 16:22

professional (1)

 20:16

professionals (1)

 16:24

profits (1)

 43:22

progeny (1)

 115:4

progress (7)

 14:7,8;69:15,17;

 79:21;89:22;141:21

prohibit (1)

 92:23

prohibited (2)

 96:6;123:18

prohibition (4)

 109:23;110:4,6;

 122:10

prohibits (2)

 93:9;95:18

prolong (1)

 63:16

promise (2)

 134:20;135:6

promised (2)

 112:21;135:5

promissory (1)

 130:23

promptly (1)

 141:9

pronouncing (1)

 17:10

proof (1)

 64:12

proofs (2)

 45:10,11

proper (1)

 44:21

proponent (2)

 83:5;92:22

proponents (4)

 24:22;82:14,16,18

proposal (1)

 103:9

propose (4)

 94:12;108:21;110:4;

 127:15

proposed (8)

 14:24;26:20;27:6;

 34:1;36:1;53:18;

 116:10;127:13

proposes (1)

 105:5

propositions (1)

 13:25

proprietary (1)

 142:21

protect (2)

 77:17;118:22

protected (1)

 119:6

protection (1)

 117:5

protections (1)

 112:21

proven (1)

 67:15

provide (5)

 7:4;99:11;102:14;

 136:1;137:25

provided (5)

 6:15;8:6;13:6;

 118:25;121:8

providers (1)

 5:20

provides (4)

 16:2;47:20;99:9,14

providing (2)

 89:7,17

provision (15)

 34:17;42:1;95:23;

 96:20;97:1;101:4;

 107:9;108:10,14,15;

 110:20,22;117:13,19;

 122:25

provisions (16)

 14:23;53:10,14;

 90:16;100:17;101:16;

 104:6,23;106:1;

 118:12;121:22,25;

 122:3,7;132:3;135:17

public (4)

 50:19;69:14;82:11;

 127:18

pulling (1)

 47:24

purely (1)

 19:14

purported (1)

 117:4

purportedly (2)

 43:3;114:18

purpose (3)

 72:15,19;98:5

purposes (1)

 111:12

pursuant (2)

 14:9;31:7

pursue (4)

 34:14;37:21,22;

 38:14

push (1)

 107:2

pushing (2)

 58:8;89:6

put (17)

 14:5;50:23;64:12;

 67:21;68:13;74:2;

 87:10;99:8;114:18;

 116:18,21,23;123:16;

 124:5;129:1;133:15;

 135:14

puts (3)

 23:18,18;77:24

Putting (4)

 67:15;112:7;134:18;

 138:12

Q

qualify (1)

 55:9

queue (2)

 63:19,20

quick (4)

 8:13;31:2;37:4;

 110:19

quickly (14)

 29:17,18;31:8,11,12;

 36:23,24;50:12;

 133:12;140:6,20,20;

 142:1,7

quite (14)

 13:8;17:13;18:9;

 24:10,19;88:23,24;

 103:15,17;104:6;

 126:5,7,9;129:4

quitting (1)

 142:7

quote (3)

 53:10,13;109:15

quotes (1)

 79:23

quoting (1)

 119:15

QURESHI (65)

 98:24,25;99:1,2,4,14,

 19,21,23,25;100:9,11,

 14,16,22,24;101:2,17,

 19,22;102:8,10,13;

 103:4,6,10,15;104:14,

 16,19,21;105:9,23,25;

 107:8,15,18,20,22,24;

 108:2,4,6,13;109:2,4,6,

 8,11,17,20;110:1,3,13,

 16,18,25;111:2,4,6,18;

 121:21,21;131:1;

 135:11

Qureshi's (2)

 122:1;131:19

R

raft (1)

 104:3

raise (2)

 11:10;134:23

raised (5)

 24:13;107:11;121:4,

 11;125:9

rally (1)

 123:19

ramifications (2)

 124:23;129:21

range (8)

 17:18;20:10;57:21,

 22;67:14,22;94:16;

 124:19

rather (7)

 49:22;52:10;61:19;

 64:5,13;66:19;69:1

reach (7)

 54:8;56:14,15,16;

 102:22;126:5;141:2

reached (2)

 56:9,10

reaction (2)

 66:3;107:13

read (15)

 13:8;45:15;50:9,15;

 52:6,14;53:9;59:18;

 61:2;69:25;70:9;87:23;

 92:15;99:24;140:4

readily (1)

 112:17

reading (1)

 40:15

reads (1)

 53:13

ready (1)

 7:3

real (5)

 39:6;43:18;64:5;

 88:24;122:19

reality (1)

 85:1

realize (3)

 25:7;38:25;102:9

really (21)

 22:14;33:7;44:12;

 45:9,25;50:12;51:21;

 58:8;62:24;72:7,8;

 77:17;84:18;87:10;

 90:16;97:17;128:8;

 130:14;132:5;133:14,

 24

real-time (1)

 51:14

real-world (1)

 116:19

reason (6)

 21:3;46:22;72:11;

 97:4;106:22;111:11

reasonable (1)

 26:9

reasonableness (4)

 15:7;20:1,9,11

reasons (2)

 46:9;112:11

Rebecca (1)

 111:23

rebuild (1)

 76:16

rebuttal (1)

 49:19

recall (1)

 112:13

received (4)

 6:14;8:20;36:11;

 116:14

receives (1)

 70:23

receiving (2)

 34:25;35:23

recent (3)

 15:1;24:11;26:16

recently (2)

 40:25;140:17

reciprocal (3)

 112:11,23;113:1

reciprocity (1)

 117:10

recognize (2)

 6:6;9:2

recommend (5)

 57:3;58:24;68:4,4;

 73:22

recommendation (2)

 73:23;77:7

recommended (1)

 57:6

record (20)

 6:5;11:15;15:20,24;

 16:3;17:4;18:21;26:23;

 32:21;50:10;51:3,12;

 52:12;85:11;86:21;

 98:25;114:10;120:23;

 121:12;135:7

record's (1)

 142:10

recovery (3)

 92:4;107:3;128:15

red (2)

 131:21;132:1

reduce (1)

 124:15

reducing (1)

 103:22

Ref (1)

 67:16

referred (1)

 120:10

referring (5)

 13:9;119:19,20;

 120:6;121:11

reflected (1)

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of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

 16:22

register (1)

 113:9

regular (1)

 121:3

regularly (1)

 79:24

rejected (1)

 124:21

relate (3)

 11:25;19:15;72:22

related (3)

 47:22;116:12;141:18

relates (1)

 12:1

relating (1)

 20:25

release (87)

 30:22;34:3,5,5,9,10;

 35:1;36:14,15;41:8,9;

 42:8,8,17,18,20,22,25;

 43:9;44:9,9,13,15;

 51:13,15,18;53:6,8,9,

 10,14,18;54:1,19;59:8,

 15;60:5,6,15;61:15,18;

 62:5;63:11;65:9;67:25;

 68:12,14;70:4,8,10,12;

 71:4;73:13;75:21,22;

 76:21,22;77:1;78:19;

 80:8;101:15,16;112:3,

 6;113:24;115:4,7,16;

 116:10,11,16,16;118:1,

 2,10;126:15,16;

 127:15;128:5,12;

 129:12,15,17,22;130:2;

 132:2,3

released (8)

 27:20,21;38:6,7,12;

 128:14;134:3,6

releaser's (1)

 116:15

releases (21)

 13:5;19:7,11,14,17;

 31:22;32:25;33:18;

 38:15,16;44:5;68:11;

 70:24;86:12;91:17;

 103:13;112:8,11;

 127:13,14;128:8

releasing (13)

 27:5,8;28:3,4;36:9,

 12;41:13;42:10;

 114:25;115:18;128:19,

 21;129:16

releasor's (1)

 118:13

relevant (4)

 14:1;44:8;132:4;

 140:12

relief (1)

 136:17

remain (2)

 90:18;133:22

remains (2)

 108:22;110:6

remedies (2)

 121:1;134:14

remember (5)

 46:3;59:1;69:8;

 108:9;127:12

remind (3)

 40:8;80:1;140:19

remove (1)

 117:17

removed (1)

 106:15

rendered (1)

 134:1

reorganization (3)

 77:18;82:16;106:13

reorganized (1)

 22:2

repeatedly (1)

 99:25

repeating (1)

 135:15

rephrase (1)

 129:10

replacement (1)

 65:22

replica (1)

 123:16

reporting (1)

 120:3

represent (4)

 53:7;54:2;66:23;

 112:18

representations (2)

 54:15;114:13

representatives (1)

 121:3

representing (2)

 113:16;115:9

represents (1)

 127:24

request (6)

 53:21;114:1,2;

 137:20;139:12;140:3

requested (4)

 138:19;141:18;

 142:11,19

requests (2)

 121:7;139:20

require (2)

 59:8;82:23

required (5)

 101:3,24,25;118:24;

 119:2

requirement (2)

 100:20;106:13

requirements (10)

 14:12,14,15;19:3;

 21:24;22:1;81:5;82:9;

 83:4;87:14

requires (2)

 101:7;116:24

requiring (4)

 53:8;106:1;108:10;

 110:20

resembling (1)

 13:24

reserve (4)

 29:18;49:11,13,17

reserves (3)

 20:5;23:8;45:23

resolution (17)

 10:17;51:15,21,23;

 54:1,22,24;55:1;58:4,

 12,22;59:2;63:7,18;

 68:21;102:20,22

resolve (4)

 50:8;51:18;84:12;

 126:20

resolved (9)

 5:8;24:14;25:18,19,

 20;51:17,17;58:18;

 127:22

resolves (2)

 21:23;54:20

resolving (3)

 68:1;91:8;94:20

respect (11)

 6:16;105:20;120:20;

 121:4,20;125:9,10,11;

 135:15;137:9;138:5

respectfully (1)

 110:22

respond (6)

 9:1,17;136:20;140:5,

 6;142:3

responded (2)

 88:1;112:16

response (5)

 7:13;10:11;42:13;

 62:15;140:22

responsive (1)

 123:12

rest (2)

 49:19;118:19

restated (1)

 26:19

restating (1)

 27:23

restrict (1)

 116:16

restriction (1)

 108:20

restrictions (1)

 106:10

restrictive (3)

 110:14,16;135:17

restructuring-support (1)

 14:22

result (1)

 37:13

resulting (1)

 118:13

resurrecting (1)

 24:23

retain (1)

 35:11

retained (2)

 16:24;18:5

revealing (1)

 69:5

review (1)

 106:19

reviewed (2)

 26:16;52:24

revise (1)

 53:23

revised (7)

 24:15;27:17;53:21;

 60:4;106:7,9;108:25

revisit (1)

 7:14

ridiculous (1)

 95:3

Right (99)

 5:4;6:10,18;7:1,12,

 21,21;12:11;14:19,20;

 15:15,18,23,25;17:21;

 19:10,13;22:17;23:1,2,

 4,12,19,21;27:2,9,18;

 29:3;30:1,6,15;31:15,

 17;35:11,12,14;36:13;

 37:2;42:4;43:19,24;

 44:7;47:8;49:3;51:18;

 52:9;54:25;56:11,19,

 24;57:7,18;62:25;63:2,

 15,17,17;65:7;66:8,17;

 72:3;73:11;76:9;77:23;

 79:13,17;80:23;81:6;

 82:3;85:9;87:6;89:20;

 90:11;91:6,11;96:8;

 97:24;104:7,19;

 105:22;108:12;109:17;

 110:17;111:19;113:19,

 21;114:4,6,25;118:10;

 119:10;123:5;126:18;

 133:1;134:4,10,17;

 136:19;137:3

rights (13)

 29:18;34:14;35:1;

 37:14;38:13,14;39:14,

 19;41:13,22;116:18;

 117:3;118:21

rise (1)

 4:5

risk (4)

 23:3;26:12;131:17,

 18

risks (3)

 16:25;20:16,17

River (1)

 111:25

road (1)

 46:16

Robert (1)

 51:3

Robins (1)

 77:16

role (1)

 69:23

roll (1)

 38:18

room (4)

 11:5;32:14;65:3;

 88:4

rosa (1)

 124:22

Rose (1)

 111:24

routinely (2)

 14:24,24

Royal (1)

 71:11

RSA (65)

 5:8,9;10:24;11:22,

 25;12:4,7,24;13:6;

 14:9;16:22;22:5,10;

 25:13;26:20;27:4;

 33:13,18;34:1,17;40:3;

 44:8;50:14;65:24;72:7;

 75:2;81:1,12;86:10,18;

 90:16;91:1,7,9,19;

 92:15,22;93:8;94:6;

 95:18;100:3,18;101:3,

 7;102:13;103:1;107:9,

 19,22,23;109:9,14,21;

 111:7;121:22,23;

 128:9;129:14;134:3,6;

 135:16,17;139:2,9;

 142:25

RSAs (4)

 104:3,5;122:9;133:6

RSA's (1)

 50:17

rub (1)

 12:10

rubber (1)

 82:22

rule (9)

 11:23;15:10;19:20;

 47:19;65:20;76:5;

 78:20;127:1;140:13

ruled (1)

 40:9

rules (2)

 33:5;140:18

ruling (16)

 4:22;9:22;10:18;

 28:10;30:4,5,7;48:6;

 107:11,12;108:9,14;

 134:20,20;138:5,23

rulings (1)

 34:20

run (11)

 36:7,8,9;51:21,23,

 23;55:11;58:22,24;

 60:2;63:1

running (1)

 136:24

S

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(16) register - running Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 160

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

Sacramento (1)

 41:20

safe (1)

 82:25

same (32)

 13:6;18:10;29:9;

 53:8,18;54:5;93:7;

 94:8;95:19,24;96:19;

 99:7;101:13,15,16,17,

 18,19,19,23;104:17;

 105:7;107:25;108:2;

 109:15;121:25;123:20;

 125:22;129:20;132:1;

 135:19;142:2

SAN (2)

 4:1;20:18

satisfactory (1)

 77:9

satisfies (3)

 116:14;118:13;

 137:10

satisfy (1)

 42:25

saw (3)

 18:3;53:23;106:25

saying (24)

 17:19;18:9,10;42:11;

 52:11;62:21;67:16,17;

 68:9,9;70:20;83:21;

 91:21;95:12,14;97:3;

 105:4;109:19;114:21;

 115:8;119:15;127:8;

 130:14;132:11

scale (1)

 138:13

scenario (9)

 37:7,8;38:3,4;39:22;

 55:19,23;116:19;126:6

schedule (5)

 6:24;8:4;12:8;45:11;

 140:9

scheduled (4)

 7:6,19;8:19;47:2

scheduling (1)

 138:5

scope (2)

 61:15;116:20

se (1)

 94:15

seal (1)

 119:1

seasoned (2)

 9:2;10:15

second (4)

 48:25;51:20;54:22;

 93:21

Secondly (1)

 74:1

seconds (1)

 69:6

Section (10)

 41:7;93:9,17,18;

 94:2;100:19;107:24;

 109:22;119:24;128:10

sections (2)

 93:16;95:9

securities (1)

 88:25

seeking (2)

 105:18;136:17

seeks (1)

 8:22

seem (5)

 66:19;79:21;88:3;

 132:25;133:1

seems (8)

 4:20;5:9;17:16;

 27:19;95:2;131:9;

 132:1;142:1

seminal (1)

 71:12

send (2)

 37:24;140:11

senior (5)

 52:21;96:2;106:1,11,

 14

sense (12)

 4:25;7:15;67:10;

 80:22;85:17;91:8;

 92:25;98:12;102:4;

 105:11,15;108:16

sensible (1)

 10:17

sent (2)

 136:13;138:6

separate (2)

 33:17;141:22

separately (1)

 74:1

September (2)

 46:4,5

SeraCare (1)

 104:22

series (1)

 136:3

serious (2)

 25:15;83:10

seriously (2)

 20:2,9

served (1)

 141:8

session (1)

 4:5

set (11)

 15:14;16:21;28:7;

 29:16;30:2,3;31:2;

 40:3;66:11;99:21;

 128:13

setting (2)

 23:10;51:19

settle (15)

 27:11;31:7;32:4,5;

 54:11;69:16;78:18;

 91:12;112:20;113:10,

 20;117:7;124:15;

 129:3;131:2

settled (2)

 14:9;128:15

settlement (78)

 14:12,20;15:6,8,17;

 16:22;17:3;18:24;

 19:19,25;20:1,9,14,20;

 21:2,13,23;22:25;23:2,

 3,23;24:19,21,23;

 26:21;27:6;47:24;54:9,

 9;74:10;77:3;80:12,24,

 24;81:18,23,24;85:6,

 17;87:13;91:3;92:24;

 93:4,11;94:15,24;

 96:15,18,18;97:7,8,13;

 98:6;101:4,9,13,14,17,

 18,19,20,24;102:15,17,

 21;103:19,23,25;105:2,

 10,18;106:8,20;

 111:11;115:23;124:10;

 125:6,14

settlements (2)

 15:9;118:25

settling (3)

 93:12;112:22;114:17

seven (1)

 54:2

seven-percent (1)

 47:20

Seventh (2)

 42:6;71:8

several (1)

 91:5

shall (2)

 94:4;128:11

shape (1)

 82:16

share (3)

 50:2;79:10;116:4

shared (1)

 82:13

sharing (1)

 69:8

Shasta (1)

 71:15

sheet (1)

 65:24

shooting (1)

 67:25

shop (2)

 123:8,8

shopping (1)

 123:15

short (2)

 74:15;130:20

shorthand (1)

 34:11

shortly (1)

 105:19

show (5)

 10:12;55:2;64:5;

 93:15;107:14

sic (8)

 10:25;28:4;30:9;

 48:13;58:3;63:2,4;

 66:24

sick (1)

 130:1

side (18)

 4:22;11:1,14;18:15;

 28:18;32:14,20;49:22;

 56:16;57:6;60:8;72:9;

 88:4;113:18;114:23;

 128:3;130:9;140:5

sidelines (1)

 33:15

sides (4)

 72:5;78:23;104:5;

 123:1

sign (5)

 68:19;77:2;81:1;

 93:9;123:19

signal (1)

 49:9

signed (3)

 46:2,4;114:16

significant (5)

 24:20;80:15;82:23;

 127:24,25

signing (1)

 59:8

silver (1)

 86:17

simmer (2)

 9:17;26:3

simple (7)

 24:19;55:15;91:11;

 94:1;113:4;124:14;

 140:3

simpler (2)

 33:19,25

simplest (1)

 55:15

simply (9)

 33:2;81:7;98:3;

 102:14;103:15;106:17;

 108:7;113:1,6

single (2)

 6:14;104:9

singular (1)

 121:18

sit (7)

 8:18;10:10;25:8;

 32:14;127:10;132:11;

 133:25

sitting (2)

 83:8;141:24

situation (9)

 40:3;87:16;112:19,

 20;114:19;119:5;

 122:6,16;127:21

six (1)

 54:1

sixteen (1)

 45:22

sixty (2)

 54:2;62:25

sixty-five (1)

 54:2

skinnied (1)

 137:17

slight (1)

 97:4

smaller (1)

 64:15

smarter (1)

 80:9

so-called (1)

 42:13

solely (1)

 51:13

solicit (5)

 94:12;95:2;97:2;

 108:21;110:4

solicitation (1)

 95:11

solicited (2)

 97:5,6

solution (12)

 52:8;60:8,11,11,12;

 70:3,4;75:17,18,19;

 77:9;83:19

solve (1)

 109:20

solvent (9)

 19:2;34:18,19;35:17;

 43:1;85:4;131:10,14;

 133:22

somebody (7)

 47:15;49:10;73:23,

 24;74:24;83:16;103:24

somebody's (1)

 113:3

somehow (3)

 103:23;105:13;

 130:19

someone (9)

 18:15;28:18;70:4;

 74:19,20;77:2;85:18;

 98:10;117:1

someone's (2)

 38:4;98:15

sometimes (2)

 25:8;132:24

somewhat (3)

 34:4;86:13;127:20

somewhere (1)

 109:14

soon (2)

 134:21;142:25

sooner (1)

 66:24

sorry (8)

 50:5;81:25;98:18;

 100:21;109:23;118:5;

 127:4;130:16

sort (7)

 21:18;42:5;46:15;

 63:6;83:8;132:25;

 136:9

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(17) Sacramento - sort Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 161

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

sounds (2)

 28:25;62:21

source (1)

 131:12

sources (1)

 11:3

speak (1)

 25:16

speaker (1)

 58:17

speaking (1)

 42:18

speaks (1)

 61:5

specific (2)

 48:13;117:12

specifically (3)

 93:9;126:14;130:24

spend (1)

 141:20

spending (1)

 25:20

spent (1)

 23:7

spirited (1)

 137:21

sponsor (1)

 82:23

squishy (1)

 22:12

staff (4)

 11:6;138:11;140:8,

 11

stage (1)

 40:3

stakeholders (1)

 121:16

STAMER (43)

 11:15,16,17,18,21,

 25;12:10,14,16;15:20;

 33:25;53:20;120:15;

 134:23;135:1,4,6,7,21;

 136:10,16,21,23,25;

 137:2,5,14;138:2,4,16;

 139:3,6,8,19,23;

 140:11,24;141:2,10,12,

 15,18;142:10

stamp (1)

 82:22

stand (4)

 46:3;93:13;95:17;

 98:4

standard (4)

 19:21,23;34:3;

 106:19

standards (4)

 15:9;19:20;20:2,14

standpoint (3)

 23:23;24:8,9

stands (2)

 134:17;142:24

start (5)

 21:20;45:1,2;99:9;

 100:16

started (1)

 42:23

starts (1)

 23:11

starve (1)

 11:3

state (4)

 6:5;85:3;112:9;

 118:12

state-court (4)

 34:19;58:10,11;63:9

state-law (1)

 34:14

statement (9)

 11:14;14:4;15:1;

 16:17;26:16;42:9;

 69:14;86:5;95:1

statements (3)

 12:22;40:10;122:2

states (1)

 70:22

static (1)

 100:4

status (1)

 138:7

step (5)

 24:20;28:14;69:1,2;

 116:12

Stephen (1)

 120:17

stepped (1)

 82:13

stick (2)

 11:8;119:10

still (12)

 33:1;35:16;42:14;

 55:16;61:24;71:5;73:1,

 3;94:21;100:8;108:22;

 110:23

stipulate (3)

 9:5;116:13;118:14

stipulation (1)

 117:2

stock (3)

 56:24;59:5;130:23

stood (1)

 135:22

stop (5)

 59:13;60:19;83:13;

 85:24;125:11

stopped (1)

 100:6

stopping (1)

 51:16

stops (1)

 41:2

stories (1)

 64:1

straight (1)

 68:1

straightened (1)

 86:7

straightforward (1)

 24:10

stranger (1)

 140:17

Strauss (1)

 98:25

Streamlined (1)

 62:13

stress (1)

 34:22

strike (2)

 54:19;108:15

Striking (1)

 110:21

stroke (1)

 129:2

strongly (1)

 135:25

struck (6)

 65:25;108:8,14;

 110:8,20;124:2

structure (2)

 31:1;83:3

stuff (3)

 9:14;72:14;95:12

sub (1)

 124:22

subject (2)

 39:1;91:8

submit (1)

 10:11

submitted (4)

 106:8;111:8;134:17;

 142:24

subordination-claim-by-claim (1)

 67:24

subro (5)

 22:19;83:7;92:25;

 94:21,25

subrogation (46)

 4:19;5:10;14:10;

 15:6,21;17:4;20:4,19;

 24:12;26:15;32:22;

 43:5,5;46:6;48:12,12;

 53:11,12,15,16,23;

 72:21;80:12,13,24;

 82:1;93:9;95:18;97:6,

 9;99:14;100:1;106:25;

 108:8,17;112:4;

 113:11;123:3,17;

 125:11,17;128:11;

 130:9;132:20;133:18,

 18

subrogation-claims (1)

 19:19

subrogations (2)

 14:16;123:8

subros (9)

 95:15;101:3,8;

 108:10;109:23;110:4;

 111:8;123:13;141:19

subsection (3)

 100:19;109:22,23

subsequent (2)

 106:5,7

subsequently (1)

 38:21

substance (2)

 136:23;137:1

substantial (4)

 17:2;18:24;21:4;

 124:9

success (1)

 24:25

successful (1)

 17:1

successfully (1)

 19:2

sucks (1)

 21:8

sue (6)

 31:19,22,22;38:19;

 130:20;131:6

suffered (2)

 37:12;138:25

suffering (1)

 11:7

sufficient (1)

 37:25

suggest (2)

 12:13;94:21

suggested (2)

 102:13;108:13

suggesting (6)

 25:25;66:18;76:22;

 77:5;123:13,18

suggestions (1)

 84:25

suing (1)

 31:23

summaries (1)

 73:6

summary (3)

 140:8;141:5,6

superseded (1)

 118:8

supplies (1)

 11:4

support (8)

 16:17;94:12;105:19;

 106:8,14;110:4;

 123:24;135:16

support-agreement (1)

 4:18

supportive (1)

 34:21

suppose (9)

 38:17,18;52:13;

 55:25;56:2,9,10;

 102:23;108:21

supposed (6)

 50:9;64:19;87:21,21;

 131:11;137:15

supposedly (1)

 113:12

Supreme (1)

 37:23

surcharge (1)

 96:24

surcharges (1)

 91:2

sure (17)

 8:14,16;13:23;18:16;

 26:24;37:1;59:11;68:7;

 86:13;93:22;103:10;

 107:15;126:7,9;

 131:17,23;132:10

surprised (1)

 48:9

suspect (1)

 25:24

sustainable (1)

 83:3

symmetrical (2)

 112:11;116:10

sympathetic (1)

 77:8

System/West (1)

 111:25

T

table (7)

 103:9;107:13;

 109:15;113:18;114:23;

 123:16;128:4

tainted (1)

 91:19

talk (17)

 12:6,9;44:9;53:25;

 65:25;71:8;87:2;98:16,

 16,21;103:19;117:16;

 126:14;132:4;135:22;

 136:5;138:7

talked (4)

 45:25;84:20;100:17;

 106:21

talking (11)

 8:2;30:19;44:7;49:5;

 62:24;63:1;64:10;94:9;

 98:15;103:14;127:7

talks (1)

 129:19

tasked (1)

 22:9

TCC (22)

 13:7;15:7;17:11;

 21:7;28:9;33:10;36:1;

 44:1;52:19;53:7,7,17;

 90:24;92:24;94:5;

 95:20;96:3;119:16,20,

 21;120:11;125:16

TCC's (1)

 43:3

tea (1)

 87:23

technicalities (1)

 80:8

tee (1)

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(18) sounds - tee Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 162

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

 140:4

Telephonic (1)

 58:17

telling (6)

 11:4;17:14;67:25;

 68:17;70:25;77:14

tells (1)

 86:17

ten (9)

 17:22;29:8;39:12;

 51:7,8;58:14;62:15;

 72:25;142:21

ten-billion-dollar (1)

 17:18

tentative (5)

 91:5;107:11,12;

 108:9,14

ten-to-twelve-year (1)

 37:6

term (5)

 65:24,24;68:10;

 70:21;96:13

terminate (5)

 15:3;96:15,18,18;

 97:6

terminated (6)

 104:24,25;105:20;

 122:17,18,22

termination (2)

 96:20,22

terms (16)

 9:21;14:21,23;15:6;

 19:25;23:10;82:10;

 83:11;92:17;93:12;

 104:17;117:22;125:6;

 131:19;133:9,14

terrific (1)

 103:20

test (2)

 20:13;92:13

testimony (1)

 17:9

thanks (1)

 90:9

that'll (1)

 134:13

theme (2)

 135:12;139:9

theory (1)

 103:7

thereby (1)

 15:6

therefore (12)

 35:7,9;39:7;83:15;

 85:11;86:18;90:3;

 106:18;111:13;114:18,

 24;122:22

therein (1)

 12:10

there'll (5)

 31:6;64:17,20,21;

 141:22

there're (5)

 7:19;45:18;54:1;

 58:14;63:4

thinking (1)

 10:23

third (7)

 28:4,5;31:23;52:5;

 62:5;95:11;117:1

third-party (5)

 19:7,11;34:3;44:4;

 91:17

thirteen (2)

 5:23;8:19

thirty (3)

 58:13;69:6;140:21

thirty-five (1)

 18:22

though (9)

 6:6;19:4;22:5;47:7;

 62:3;67:14;71:9;82:19;

 127:25

thought (14)

 32:8;36:4,5,5;40:14;

 59:18;69:15;86:5;

 89:22;117:9;129:6;

 131:6;136:14;140:14

thoughtful (1)

 107:13

thoughts (1)

 48:25

thousands (1)

 20:24

three (4)

 41:5;87:17;140:21;

 141:8

throats (1)

 68:14

throwing (1)

 73:20

thrown (1)

 42:6

tie (1)

 52:2

till (3)

 58:15,25;59:9

tilts (1)

 91:2

timely (5)

 17:1;101:3;121:8,17;

 124:1

times (4)

 25:16;56:2;91:6;

 124:8

title (2)

 60:16,20

today (27)

 4:18;5:18;6:12;7:9;

 8:19;10:10,24;11:10;

 14:1;16:18;18:3;21:9;

 30:20;33:6;49:1;51:4,

 12,25;52:18;54:19;

 67:18;73:9;75:3;79:3,

 9;90:8;133:6

today's (4)

 4:23;14:5;52:2;

 117:17

together (10)

 41:2;48:2;71:3;

 75:20;108:11;110:21;

 116:22,23,23;130:1

told (11)

 6:12;42:19;53:20;

 83:10;86:19;91:16,18;

 92:2,17,19;114:23

tomorrow (1)

 9:24

tonight (1)

 51:17

took (5)

 16:16;56:23;60:7;

 67:22;74:18

tool (1)

 104:7

toolbox (1)

 85:22

tools (1)

 85:22

topic (1)

 53:25

topics (2)

 51:12,13

tort (3)

 51:3;58:25;60:15

tort-claimants (2)

 15:5;19:22

total (2)

 45:8;57:16

totaling (1)

 45:23

totally (3)

 15:11;36:4;54:20

touch (1)

 9:9

tout (1)

 103:19

towards (1)

 88:9

traction (1)

 42:11

tradable (1)

 88:25

trailer (1)

 64:6

transcript (1)

 106:5

transformed (1)

 82:25

travel (1)

 9:11

treat (1)

 43:1

treatment (6)

 93:7,10,14;94:8;

 96:20;132:1

tree (3)

 59:2;63:12;118:18

trees (2)

 64:7;76:16

trial (15)

 9:2;29:18,19,22;

 31:15;46:25,25;47:6,7;

 58:10,10,11,19;73:21;

 113:22

trials (3)

 20:18;62:10;63:9

trick (2)

 31:4;107:17

tricks (1)

 44:21

trigger (1)

 87:25

trilogy (1)

 71:13

trimmer (1)

 63:12

trimmers (2)

 59:2;118:18

trouble (2)

 101:7;108:24

troubles (1)

 93:15

true (14)

 8:14;21:11,12;22:4,

 4;42:15;53:17;56:2,4;

 62:3;70:4;119:17;

 125:13,24

truly (2)

 60:14;77:2

trust (41)

 28:24,25;29:5,9,15;

 30:2,3,25;31:5;33:3,7;

 35:24;37:25,25;38:1,8,

 20;51:21;54:12,14,15,

 17,23,24;55:1,6;58:4,

 12,22;59:2;63:1,7,13;

 65:4;67:18;68:20;

 70:14,22;75:23;77:1;

 116:22

trustee (2)

 29:2;63:8

trusts (2)

 51:23;63:18

try (10)

 13:19;16:2;18:16;

 33:1;62:9,9;67:8;92:4;

 107:2;120:18

trying (11)

 11:3;30:20;31:2;

 53:24;84:8;85:9;89:18;

 93:2;115:4;133:20;

 134:21

Tubbs (10)

 21:1;22:5,13,14,15;

 34:20;46:24,25;48:19;

 78:5

turn (5)

 25:22;88:21;105:7;

 107:8;130:20

turns (4)

 74:3;91:14;131:5;

 133:25

twelve (3)

 62:15;81:24;92:9

twenty (18)

 14:9;17:5;18:20;

 20:6;22:19;23:15;

 24:23;45:8,23;47:21;

 58:14;67:18,19,20;

 93:3;96:22;98:4;

 124:10

twenty-billion-dollar (4)

 65:22;66:10;97:7;

 103:21

twenty-five-billion- (1)

 66:10

twenty-seven (1)

 45:17

twenty-three (1)

 48:18

twenty-two (1)

 20:23

two (30)

 4:16;6:13;7:13;9:17;

 15:4;18:1;22:8;33:17;

 35:22;41:8;63:6;73:21;

 82:13;87:17;89:2;

 100:7;104:10,11,21;

 110:18;112:2,11;

 122:22;130:6;131:22;

 137:11;140:10,21;

 141:8;142:2

two-consent (1)

 12:23

type (5)

 54:23,24;104:23;

 133:18,18

types (3)

 33:17;34:15;35:22

typical (3)

 14:23;64:25;121:23

Typically (3)

 29:15;31:18;58:5

U

UCC (1)

 51:7

ultimately (2)

 37:16;137:22

umbrage (1)

 120:21

Um-hum (7)

 31:9;39:2;44:10;

 56:13;80:25;83:14;

 96:5

unanimous (1)

 133:17

unbelievable (1)

 64:1

uncertain (1)

 92:17

unchallenged (1)

 16:11

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(19) Telephonic - unchallenged Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 163

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

unconfirmable (3)

 86:6,11;90:2

unconfirmed (1)

 87:24

under (23)

 11:24;15:10;17:18;

 19:20;20:3,7;26:20;

 29:10;30:18;35:24;

 36:3;37:11;43:13;49:5;

 53:20;68:4;85:9;

 106:17,19;119:1;

 125:17,19;134:2

Underhill (7)

 41:6,24;71:11;112:5,

 7;115:3,15

underlying (1)

 20:24

understands (2)

 85:7;138:12

understatement (1)

 92:18

understood (8)

 40:20,22;91:6;99:13;

 120:1,2,4;139:18

undisputed (2)

 16:20;20:3

unfair (1)

 131:10

Unfortunately (2)

 77:18;109:13

unhappy (1)

 136:12

uninsured (1)

 45:7

unintentionally (1)

 25:9

Union (4)

 42:1,2,7;71:8

unique (3)

 54:23,24;127:20

UNISON (2)

 4:8;143:2

units (1)

 50:19

unknowns (1)

 79:6

unless (10)

 4:21;10:23;22:6;

 27:22,24;33:5;49:16;

 88:3;122:4;133:9

unlike (1)

 90:1

unlikely (3)

 48:20,21;125:20

unnamed (1)

 11:2

unrefuted (1)

 45:21

unrelated (2)

 38:14;139:8

unsecured (1)

 52:21

unusual (1)

 43:14

up (67)

 5:25;10:8,12,15;

 12:5,8;15:14;18:24;

 21:4;22:10,14;26:12;

 29:16;30:2,3;31:2,25;

 32:24;37:22;39:14;

 41:12,22;47:14;49:21;

 51:1;53:22;54:12;

 56:25;57:2;59:25;

 61:10,23;64:20;67:15,

 19;69:10;74:21;75:21;

 76:24;78:21;79:13,14;

 83:7;85:2;86:8,25;

 87:1;96:3;102:17;

 109:13;110:17;114:16;

 116:18;118:21;119:14;

 120:19;123:19;129:24,

 24;130:20;132:25;

 134:24;135:22;136:5,

 6;140:4;141:16

upfront (1)

 33:3

upon (3)

 55:1,16;86:11

use (5)

 36:2;50:22;73:5;

 117:2;130:14

used (2)

 32:14;105:2

using (2)

 14:7;92:24

utility (1)

 82:25

V

validated (1)

 20:19

valley (1)

 94:18

value (4)

 18:24;34:23;56:25;

 87:15

variations (1)

 55:6

various (3)

 12:4;84:25;130:25

vast (1)

 122:9

Vegas (1)

 71:17

Verbatim (1)

 101:21

version (3)

 27:17;106:19;109:21

versus (3)

 62:8;99:17;133:18

veto (4)

 65:23;66:2,3;138:9

viable (1)

 137:10

victim (12)

 28:19,19,20;36:17;

 58:16;59:7;60:25;62:4;

 70:23,23;72:21;114:16

victims (20)

 20:4;27:5;37:1;

 42:19;45:22;57:1,12;

 61:18;62:8;63:25;

 68:14,16;77:8,17;

 112:13,21;116:13;

 118:14;127:21;133:22

view (10)

 24:11;47:23;54:25;

 80:12;82:14;85:4,15;

 89:9;92:6;129:9

views (3)

 20:25;83:20;134:2

violate (7)

 13:15,19,20;19:5;

 65:20;76:5;81:23

violated (2)

 40:2,8

violates (1)

 13:11

violating (4)

 72:1;94:6;135:24;

 136:2

virtually (1)

 121:24

virtue (1)

 91:19

vitiating (1)

 70:6

voluntarily (3)

 27:10,24;42:10

voluntary (6)

 9:21;19:14,17;28:10;

 42:8;64:4

vote (25)

 54:5;92:6;94:5,11;

 95:11,13,15;96:3,12;

 101:3,8,12,25;102:11,

 16,18;106:1;108:3;

 110:23;111:9;115:12;

 123:20;131:20;132:13,

 20

voted (1)

 131:23

votes (3)

 83:7;85:2;132:25

voting (11)

 54:8;95:19;96:7;

 100:17;104:6,23;

 106:9;122:10;123:18;

 131:20,21

W

wait (8)

 4:22;39:11;43:6;

 58:25;60:19;93:21;

 138:6;143:3

waited (1)

 135:9

waiting (1)

 29:8

waits (2)

 39:24,25

waived (2)

 61:3;92:2

waiver (1)

 128:12

walk (1)

 28:14

wants (5)

 49:10;96:24;132:2;

 133:7;141:3

Washington (1)

 16:7

wave (1)

 131:25

way (53)

 5:24;11:13;12:12,13;

 27:16;29:15,21,21;

 30:2,3,23,25;37:22;

 40:11,20;43:4,11,20,

 20;51:18,24;52:9;

 53:21;54:5,15;58:25;

 59:13;60:10;63:18;

 66:22;71:25;76:14;

 91:2,24;92:15,22;

 94:23;97:9,15;106:23;

 108:15;113:4;114:20;

 125:25;130:2,18;

 131:2,5;133:2;137:9;

 139:5;140:19;141:23

ways (5)

 21:18,20,20;33:6;

 139:9

WEDNESDAY (2)

 4:1;7:14

week (12)

 5:25;7:9;8:2,3,18;

 54:20;57:13,13,18;

 105:23;121:11;142:13

weeks (3)

 79:1;82:13;137:12

Weil (1)

 120:18

Welcome (2)

 4:7;99:3

Wells (1)

 16:18

Wells' (3)

 16:11,17;20:12

weren't (2)

 85:25,25

What's (20)

 25:11;29:13;50:4,13;

 51:14;56:5;61:17;63:3,

 3;69:5,19;70:1;75:17;

 78:3;79:5;88:16;103:7;

 116:1,7;125:7

where's (1)

 86:16

Whereupon (1)

 143:9

whittle (1)

 93:2

whole (17)

 12:9;14:17;19:6;

 27:9;35:7,12;41:14;

 43:3;51:18;54:13;59:9,

 10;68:20;81:22;92:21;

 98:4;131:17

wholesale (1)

 15:6

who's (2)

 113:7;138:10

wide (1)

 55:6

wife (1)

 50:24

wildfire (10)

 50:18,19;53:11,15;

 54:3;81:16,20;118:14;

 121:17;130:11

wildfires (1)

 20:23

willing (3)

 9:16;97:11;117:16

Willkie (1)

 32:21

win (1)

 103:20

Winthrop (39)

 16:15;111:19,20,23,

 24;112:24;113:1,5,8,

 15,19,22;114:6,8,12;

 115:2,7,14,16,20,22;

 116:6,9;117:8,11,14,

 16,21,23;118:1,5,9,11,

 24;119:4,8,9;127:9,17

Winthrop's (2)

 126:14,18

wisdom (3)

 77:11,12;128:5

withdrawn (1)

 57:9

within (3)

 26:13;103:1;137:11

without (12)

 9:15;58:2;69:5;77:3;

 89:17;94:6;100:8;

 102:11;110:8;122:9;

 129:21;135:15

witness (2)

 6:13;10:8

woefully (1)

 37:12

woman (1)

 63:22

word (2)

 61:10;100:7

words (12)

 14:8;15:2;28:2;

 29:14;60:5;61:23;

 66:17;74:5;95:12,25;

 98:2;122:24

wordsmiths (1)

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(20) unconfirmable - wordsmiths Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 164

of 165
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 4, 2019

 70:5

work (18)

 29:14;31:6;32:25;

 33:4;40:21;54:15,15;

 65:4;70:17;82:17;

 126:4,19,23;127:9,17;

 130:10;131:7;132:24

worked (1)

 130:10

working (3)

 73:3;77:6;81:3

works (13)

 31:18;38:1;39:13;

 40:11;42:12;43:10,10,

 11,20;48:20;66:1;

 123:9;128:25

worksheet (1)

 24:15

world (3)

 39:7;43:18;55:1

worried (1)

 110:11

worry (2)

 7:2;38:3

worse (5)

 46:6;66:19,24,25;

 97:1

worth (2)

 36:4;88:24

wrap (2)

 110:17;134:24

wrapping (1)

 69:10

wreak (1)

 90:16

wrong (7)

 32:20;64:11;74:4;

 87:7;95:16,23;123:16

X

XYZ (1)

 114:2

Y

years (12)

 29:8;37:22;39:12,24;

 43:6;62:15;76:9,9,10,

 11,13;87:17

yell (1)

 16:8

yesterday (12)

 5:14;6:9;12:23;

 17:11;18:3;40:24,25;

 45:16;62:15;121:5;

 137:24,24

York (1)

 10:12

Z

Ziman (1)

 139:21

Ziman's (1)

 10:13

1

1 (3)

 50:14,18;114:2

1,000,000 (2)

 37:23;38:8

1,000,000- (1)

 38:9

1.9 (1)

 119:24

10.5 (1)

 73:9

100,000 (16)

 28:21;36:2,3,6,18;

 37:11,24;38:10;39:23;

 41:11;42:21;115:24,

 25;130:1;131:4,5

100,000-dollar (1)

 115:24

1054 (25)

 14:12,14,21;19:3;

 21:24;22:1;38:20;43:1;

 55:3,3;77:13;81:5,15,

 24;82:9,15,22,22;

 83:12;84:17;85:9;

 87:14;88:5;134:1;

 137:10

10th (1)

 6:23

11 (7)

 14:25;19:2;56:23;

 121:16;130:8,19;133:3

11,000 (1)

 124:16

11/2 (1)

 118:6

110 (2)

 48:12;87:22

110,000 (1)

 36:5

1129 (1)

 91:8

11th (1)

 143:5

12:28 (1)

 143:9

13.5 (13)

 56:18,21;57:1,3;

 58:8;77:23;119:19,20;

 120:10;130:14,17,19,

 19

13.5-billion-dollar (1)

 119:16

14.5 (2)

 58:8;120:11

144 (3)

 118:2,5;126:16

14th (1)

 9:13

15.8 (1)

 23:7

150 (3)

 118:2,5;126:17

150-page (1)

 141:7

154 (1)

 118:4

17 (1)

 52:25

17th (2)

 9:15;138:6

2

2 (5)

 50:14,19;93:9,23;

 94:9

20 (2)

 23:6;124:16

20,000 (1)

 124:16

2019 (2)

 4:1;106:25

2020 (1)

 22:1

20th (1)

 5:18

24 (1)

 53:5

26 (1)

 119:4

26th (2)

 137:19;142:12

2a (3)

 93:18,20;100:19

2aiii (1)

 100:24

2b (3)

 93:20;94:2;109:22

2bii (3)

 107:24;109:16;110:1

3

30th (3)

 22:1;87:18;124:12

37- (1)

 141:6

3aiii (2)

 128:10;129:11

3rd (1)

 9:15

4

4 (1)

 4:1

4257 (1)

 53:5

4554-1 (3)

 109:3;118:3,6

4921 (3)

 109:4,6,7

4th (1)

 45:17

5

5 (3)

 53:6,9,9

524e (1)

 41:7

54b (1)

 74:2

54c (1)

 74:2

6

6 (3)

 53:6,9,13

61-billion-dollar (1)

 56:25

7

7 (2)

 47:3;100:24

70,000 (2)

 62:9;127:21

73,000 (1)

 57:25

74,000 (1)

 58:6

75,000 (1)

 58:6

750,000 (1)

 38:9

78,000 (1)

 57:17

7th (1)

 47:4

8

8 (2)

 107:20,21

9

90- (1)

 36:5

9019 (6)

 15:10,14;19:20;

 106:19;124:23;130:25

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(21) work - 9019 Case: 19-30088 Doc# 4992 Filed: 12/05/19 Entered: 12/05/19 10:22:14 Page 165

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