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REBECCA J. WINTHROP (CA Bar No. 116386)

ROBIN D. BALL (CA Bar No. 159698)

NORTON ROSE FULBRIGHT US LLP

555 South Flower Street Forty-First Floor

Los Angeles, California 90071

Telephone: (213) 892-9200

Facsimile: (213) 892-9494

rebecca.winthrop@nortonrosefulbright.com

robin.ball@nortonrosefulbright.com

Attorneys for Creditors ADVENTIST HEALTH 

SYSTEM/WEST, FEATHER RIVER HOSPITAL 

d/b/a ADVENTIST HEALTH FEATHER RIVER, 

and PARADISE RETIREMENT RESIDENCE 

LIMITED PARTNERSHIP d/b/a FEATHER 

CANYON

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC COMPANY

Debtors.

Case No. 19 - 30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

THE ADVENTIST CLAIMANTS’ AND 

FEATHER CANYON’S RESPONSE TO 

AND RESERVATION OF RIGHTS RE: 

DEBTORS’ MOTION PURSUANT TO 11 

U.S.C. §§ 363(b) AND 105(a) AND FED. R. 

BANKR. P. 6004 AND 9019 FOR ENTRY 

OF AN ORDER (I) AUTHORIZING THE 

DEBTORS AND TCC TO ENTER INTO 

RESTRUCTURING SUPPORT 

AGREEMENT WITH THE TCC, 

CONSENTING FIRE CLAIMANT 

PROFESSIONALS, AND SHAREHOLDER 

PROPONENTS, AND (II) GRANTING 

RELATED RELIEF

 Affects PG&E Corporation

 Affects Pacific Gas and Electric 

Company

 Affects both Debtors

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

Hearing Date and Time:

Date: December 17, 2019

Time: 10:00 a.m. (Pacific Time)

Place: Courtroom 17

 450 Golden Gate Ave., 16th Floor San Francisco, CA 94102

Case: 19-30088 Doc# 5129 Filed: 12/16/19 Entered: 12/16/19 11:48:49 Page 1 of

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PLEASE TAKE NOTICE that Creditors Adventist Health System/West (“Adventist 

Health”), Feather River Hospital d/b/a Adventist Health Feather River (“AHFR”), each a 

California religious non-profit corporation (together, the “Adventist Health Claimants”), [and 

Paradise Retirement Residence Limited Partnership d/b/a Feather Canyon (“Feather Canyon”)]

hereby respectfully submit this Response to and Reservation of Rights regarding Debtors’ Motion 

Pursuant to 11 U.S.C.. §§ 363(b) and 105(a) and Fed. R. Bankr. P. 6004 and 9019 for Entry of 

An Order (I) Authorizing the Debtors and TCC to Eventer Into Restructuring Support Agreement 

with the TCC, Consenting Fire Claimant Professionals, and Shareholder Proponents, and (ii) 

Granting Related Relief [Dkt. # 5038] (the “Motion”).

1. Adventist Health is a faith-based, nonprofit integrated health system headquartered 

in Roseville, California. AHFR is part of the Adventist Health hospital system. Prior to the 

Camp Fire, AHFR had extensive operations in Paradise, California, including its Feather River 

Hospital, which was a 100-bed acute care, community hospital. The hospital was then the largest 

employer in Paradise, with in excess of 1200 employees. The Camp Fire devastated the main 

campus of the hospital, rendering it incapable of operation since the fire, and also severely 

damaged several other AHFR facilities in Paradise. Feather Canyon was a senior, independent 

living facility located near the hospital in Paradise, and was made up of one three-story building 

with 116 residential units and three cottages with a total of eleven units. Before the fire, Feather 

Canyon had at least a 95% occupancy rate. The Camp Fire burned large portions of Feather 

Canyon’s campus, heavily damaging the main building and completely destroying the three 

cottages and assorted outbuildings. Feather Canyon is now closed and may never reopen.

2. The Adventist Health Claimants have filed Proofs of Claim asserting a total claim 

against Debtors for $1,012,061,204, including a total of $506,030,602 in itemized damages, an 

equal amount of punitive damages, and some additional categories of damages in amounts to be 

determined. Accordingly, the Adventist Health Claimants hold most likely the largest Fire 

Victim Claims in these cases. Feather Canyon similarly filed a substantial claim against the 

Debtors’ estates—its claims total more than $95 million in actual compensatory damages, 

economic business losses and punitive damages, plus additional losses.

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3. Notwithstanding the Debtors’ assertion that the Tort Claimants RSA (and the Term 

Sheet attached thereto) is “the product of substantial . . . negotiations” that “were successful in 

building a consensus with the Debtors’ largest creditor constituency”, neither the Adventist 

Health Claimants nor Feather Canyon were involved in any aspect of the Tort Claimants RSA, 

and had never seen the Debtors’ Amended Plan until it was filed on December 12, 2019. 

[Motion, p. 18, ll. 17-19.] While the Debtors may well have been successful in “building a 

consensus” in number of wildfire victims, no attempt appears to have been made to build 

consensus among those victims with large property damage and business loss claims. The 

Adventist Health Claimants and Feather Canyon have had barely three days in which to review 

the Debtors’ Amended Plan before being obligated to file this response. Therefore, each reserves 

any and all rights with respect the Debtors’ Amended Plan, including without limitation the right 

to file any and all objections relating to whether the Debtors’ Amended Plan treats the Fire 

Victim Claimants fairly as required by AB 1054, whether there is disparate treatment among 

classes of Fire Victim Claimants, whether there is unfair discrimination and improper 

classification as between the Fire Victim Claimants and the Public Entities Wildfire Claimants, 

and with respect to any further actions that may be taken before Judge Donato .

4. The Adventist Health Claimants and Feather Canyon also file this Response to 

alert the Court of several particularly troubling provisions of the Tort Claimants RSA and Term 

Sheet that appear to dictate how the Debtors’ Amended Plan will move forward in the future:

1

a. Under the Tort Claimants RSA, the Debtors must amend their plan to include all 

terms and conditions of the RSA with the modifications in the Term Sheet. [Tort Claimants RSA, 

p. 3.] Article III of the Term Sheet requires all Fire Victim Claims to be satisfied solely from the 

Fire Victim Trust, which shall administer and pay all Fire Victim Claims in accordance with the 

“Fire Victim Trust Agreement” and the “Firm Victim Claims Resolution Procedures.” [Term 

Sheet, § 6.6, p. 6-7.] Section 6.6(b) of the Term Sheet then states that “[e]ach trust comprising 

the Fire Victim Trust is intended to be treated” as a qualified settlement fund, thereby clearly 

 1 Under Section 2(o) of the Tort Claimants RSA, each party shall not “object to, delay, impede, or take any other 

action to interfere with the . . . implementation of the Amended Plan.”

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providing for multiple trusts to be created under the Debtors’ Amended Plan. [Term Sheet, p. 7

(emphasis added).]

Yet, no meaningful description of the terms of the “Fire Victim Trust Agreement” or the 

number or type of Fire Victim Trusts are provided, much less the “Fire Victim Resolution 

Procedures” that will govern the resolution, liquidation, and payment of claims. Instead, the Tort 

Claimants RSA gives the “Requisite Consenting Fire Claimant Professionals” sole authority to 

provide the Debtors with “all terms of the Fire Victim Trust not specified in the Term Sheet no 

later than January 20, 2020.” [Tort Claimants RSA, § 2(i).] Thus, a simple majority of members 

of the TCC (almost all of which are individual personal injury claimants) and a simple majority of 

the Consenting Fire Claimant Professional Group (all of which appear to be counsel to individual 

personal injury claimants) will be able to dictate all of the terms of the Fire Victim Trust, 

apparently without input of any other constituencies holding property damage and business 

losses. This is particularly troubling if such counsel are compensated on a contingency basis, 

thereby putting their own pecuniary interests in potential conflict with the interests of the rest of 

the creditor body. 

The Adventist Health Claimants and Feather Canton suggest that the Court direct that the 

TCC, acting as a fiduciary to all holders of Fire Victim Claims, be given the primary 

responsibility to develop the terms of the Fire Victim Trust Agreement and the Fire Victim 

Claims Procedures, subject to equal input from the Consenting Fire Claimant Professionals and

holders of property damage and business loss claims. Then, such procedures should be subject to 

approval from this Court on adequate notice. Additionally, the agreements and procedures should 

be worked out well in advance of confirmation so that parties have an adequate opportunity to 

comment, as opposed to on an expedited basis on shortened time as has been the case with this 

Motion.

b. While the Adventist Health Claimants and Feather Canyon have only had a few 

days to examine the Debtors’ Amended Plan, several other provisions of the Debtors’ Amended 

Plan appear to suffer from the same inherent bias in favor of the Consenting Fire Claimant 

Professionals and what appears to be their individual personal injury clients, rather than treating 

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the interests of all individual and property damage and business loss fire victims equally. Section

6.8(e) of the Debtors Amended Plan, for example, appoints a Fire Victim Trust Oversight 

Committee, but includes only those who are Consenting Fire Claimant Professionals (i.e., the 13 

firms who represent individual claimants who signed onto the Tort Claimant RSA), and the TCC. 

Large property damage and business loss claimants such as the Adventist Health Claimants and 

Feather Canyon are given no voice, even though they constitute a significant portion of the 

damages to be compensated from the Fire Claims Trust.

Similarly, Section 7.1 of the Plan – entitled Objections to Claims – signals voting metrics 

in favor of individual personal injury claimants. Section 7.1 deems all Fire Victim Claims as 

disputed and unliquidated, designating the Plan itself a global objection to all Fire Victim Claims 

except for (i) claims arising out of the 2015 Butte fires that were the subject of fully executed prepetition settlement agreements with the Debtors and (ii) any other Fire Victim Claim that is 

settled or allowed by order of the Bankruptcy Court. While the actual voting metrics are not 

spelled out at this point (and they should be), Section 7.1 appears to signal that all Fire Victim 

Claims will be assigned the same amount for voting, regardless of the type of damage claim or 

the amount asserted, when considering whether Class 5A-III and Class 5B-III have voted to 

accept the Debtors’ Amended Plan. This puts all of the voting power in the hands of blocks of 

plaintiffs’ lawyers with many individual claimants, and disenfranchises large single claims for 

property damages and business losses, including the Adventist Health Claimants and Feather 

Canyon claims.

2

 

Thus, the Debtors and the TCC should immediately be required by the Court to involve 

(through mediation or otherwise) not only the plaintiffs’ lawyer groups but other constituencies of 

property damage, business and economic loss fire victims in formulating more appropriate 

objection to claims and voting methodologies that take into account the differing types and 

amounts of claims. In addition to trying to reach a broad consensus on voting methodologies, the 

Debtors, the TCC and these other constituencies should ensure as a backstop that there is a 

 2 The Adventist Health Claimants and Feather Canyon appreciate the logistics and costs of filing objections in a case 

with so many claims, but accommodation must be made to allow fair voting. 

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streamlined process for fire victims and the TCC to attempt to stipulate to the temporary 

allowance of their claims for voting purposes. Otherwise, this Court will be overwhelmed at 

some point with multiple motions to estimate claims for voting purposes under Bankruptcy Rule 

3018, as claimants come forward and seek estimation just to avoid disenfranchisement and 

preserve the basic voting protections guaranteed by Section 1126. These matters all should be 

addressed sooner rather than later in order to ensure efficiency and avoid as many disputes as 

possible surrounding voting. 

c. The Adventist Health Claimants note that the TCC Claimants RSA may be 

terminated if Section 4.19(f)(ii) of the Amended Plan has not been modified to the satisfaction of 

the TCC and the Requisite Consenting Fire Claimants, and that a new form of release has been 

attached as an exhibit to the Debtors’ Amended Plan. Without waiving any objection of the 

Adventist Claimants’ to the latest form of release, the Adventist Health Claimants have come to 

closure with the Ad Hoc Subrogation Committee on the form of a stipulation evidencing the 

resolution of its objections to Section 4.19(f)(ii), and are waiting to hear of the Debtors’ consent 

to that resolution.

5. In conclusion, while the Adventist Health Claimants and Feather Canyon do not 

oppose in concept the $13.5 billion settlement that will fund wildfire victims, the Adventist 

Health Claimants and Feather Canyon respectfully request that the Court take into account the 

matters raised above in connection with consideration of the Tort Claimants RSA in order to 

ensure that, if approved, the Tort Claimants RSA does not lead to an unbalanced restructuring that 

favors one group of wildfire victims over others. 

Dated: December 16, 2019 Respectfully submitted:

REBECCA J. WINTHROP

NORTON ROSE FULBRIGHT US LLP

By: /s/ Rebecca J. Winthrop

REBECCA J. WINTHROP

Attorney for Creditors ADVENTIST 

HEALTH SYSTEM/WEST, FEATHER 

RIVER HOSPITAL D/B/A ADVENTIST 

HEALTH FEATHER RIVER, and 

PARADISE RETIREMENT RESIDENCE 

LIMITED PARTNERSHIP

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