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Dennis F. Dunne (admitted pro hac vice) 

Samuel A. Khalil (admitted pro hac vice) 

MILBANK LLP 

55 Hudson Yards 

New York, New York 10001-2163 

Telephone: (212) 530-5000 

Facsimile: (212) 530-5219 

and 

Gregory A. Bray (SBN 115367) 

Thomas R. Kreller (SBN 161922) 

MILBANK LLP 

2029 Century Park East, 33rd Floor 

Los Angeles, CA 90067 

Telephone: (424) 386-4000 

Facsimile: (213) 629-5063 

Counsel for the Official Committee 

of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

 -andPACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered)

☐ 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) 

NOTICE OF FILING OF COMPETING 

PLAN SCHEDULING ORDER 

Date: August 13, 2019 

Time: 9:30 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Re: Docket Nos. 2741 & 3147 

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In accordance with discussions on the record at the hearings on July 24, 2019 and August 

9, 2019, and in connection with the motions by the Ad Hoc Committee of Senior Unsecured 

Noteholders (the “Noteholder Group”) and the Ad Hoc Group of Subrogation Claim Holders to 

terminate exclusivity (the “Exclusivity Termination Motions”), the Official Committee of 

Unsecured Creditors (the “Committee”) appointed in the chapter 11 cases (the “Chapter 11 Cases”) 

of the above-captioned debtors in possession (the “Debtors”) hereby submits the attached proposed 

competing plan scheduling order (the “Proposed Scheduling Order”) for consideration by the 

Court. 

The Proposed Scheduling Order represents the Committee’s attempt, in its capacity as an 

estate fiduciary, to promote efficiency and fairness in the plan process in the event exclusivity is 

terminated. In this regard, it follows on the California Public Utilities Commission’s (the 

“CPUC”) efforts to develop a protocol to resolve the Exclusivity Termination Motions over the 

three weeks prior to August 9. The Committee intends for the Proposed Scheduling Order to 

govern only if the Court grants one or more of the Exclusivity Termination Motions. The 

Committee believes that the Proposed Scheduling Order will provide structure to the plan process 

while ensuring that competition is fostered if multiple potential plans are permitted to go forward, 

and will do so critically in advance of the June 30, 2020 deadline set by the provisions of AB 1054 

(including time for the CPUC to do its review). 

In advance of this filing, the Committee circulated the Proposed Scheduling Order to the 

key parties in interest in these Chapter 11 Cases. The Committee believes that based on these 

discussions, the Proposed Scheduling Order will provide a starting point for negotiations around a 

path forward, subject to incorporating the views of other parties. That said, while not all parties 

have engaged, we believe they will do so once exclusivity has been terminated. Indeed, all parties 

have stated a desire for competition. The Committee certainly wants to see competition here. The 

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44553.00001

best vehicle to conduce a viable competitive plan process, however, would be to terminate 

exclusivity and consider multiple plans within the framework of our proposed (or a similar) 

timeline. We are not asking the Court to rule on the protocol tomorrow; rather, it is the 

Committee’s suggested path forward in the event the Noteholder Group’s motion to terminate 

exclusivity is granted, which we urge the Court to do. It also demonstrates that the process for 

confirmation after termination is manageable. 

Given this dynamic, the Committee has filed the Proposed Scheduling Order to provide all 

parties in interest with notice thereof in the hope that the key parties can come to a consensus in 

the coming days around a protocol similar to that contained in the Proposed Scheduling Order to 

govern the process forward if one or both of the Exclusivity Termination Motions are granted. If 

the parties can reach agreement, we are hopeful that we can propose a consensual order later this 

week. If not, we will propose an expedited hearing date for the Court to consider entry of a 

scheduling order. 

The Committee reserves the right to further amend, modify, or supplement the Proposed 

Scheduling Order. 

Dated: August 12, 2019 

 MILBANK LLP 

 /s/ Thomas R. Kreller 

THOMAS R. KRELLER 

Counsel for the Official Committee of Unsecured 

Creditors

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EXHIBIT 1 

Proposed Scheduling Order 

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44553.00001

In re PG&E Corporation et al., Debtors

Case No. 19-30088 (DM)

Schedule for Submission and Consideration of Potential Plans

A. Overview. 

This Schedule for Submission and Consideration of Potential Plans (the “Schedule”) sets 

forth the schedule — subject to the approval and jurisdiction of the Bankruptcy Court — for the 

consideration of proposals for plans of reorganization (each, a “Plan”) to resolve the chapter 11 

cases of PG&E Corporation and Pacific Gas and Electric Company (collectively, the “Debtors”) 

on or before June 30, 2020, as required by AB-1054. 

This Schedule contemplates the Court’s immediate termination of the Debtors’ exclusivity 

to permit other parties to propose plans in accordance with this Schedule as part of a competitive 

process designed to allow the Debtors to timely and fairly compensate all creditors, including 

wildfire victims, meet the requirements of AB-1054 and achieve the best possible resolution of the 

chapter 11 cases. 

Any Plan proposed under this Schedule and the related definitive documentation shall be 

subject to the approval of the Bankruptcy Court in the manner and on the timing set forth herein. 

The advisory staff (the “Commission Staff”) of the California Public Utilities Commission 

(the “Commission”), Official Committee of Unsecured Creditors (the “UCC”) and the Official 

Committee of Tort Claimants (the “TCC”) are collectively referred to herein as the “Consultation 

Parties”. The Debtors and the Consultation Parties are collectively referred to herein as the 

“Protocol Parties”.1

Nothing contained herein is intended to limit or otherwise affect the regulatory authority 

or statutory duties of the Commission, including with respect to, among other things, a Plan and 

the related definitive documentation and the Commission’s right to conduct proceedings before 

the Commission in which ratepayers and other parties will have the right to be heard in compliance 

with applicable law. 

 

1

 The Office of the Governor of the State of California (including its counsel and financial advisor) (the 

“Governor’s Office”) shall be entitled to full and complete information and access as part of the process, to the 

extent requested including, without limitation, access to all information contained in the data room or shared 

between parties to the process (including Initial Proposals, Revised Proposals, Preliminary Documents and drafts 

and revisions thereto) and to participate in meetings, conference calls and discussions with or between any 

Protocol Parties, Potential Plan Proponents or other parties to the process. 

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B. Summary of Important Dates. 

Milestone Deadline2

The Bankruptcy Court shall enter an order approving the Schedule. August [13], 2019 

The Debtors will execute NDAs with known Potential Plan 

Proponents and/or their representatives.3 Additional parties 

expressing interest in providing plan proposals may execute NDAs 

prior to the September [20], 2019 deadline for Potential Plan 

Proponents to submit Initial Proposals.4

August [30], 2019 at 

[11:59 p.m.] 

The Debtors shall commence population of a data room immediately 

and complete population of the data room with initial diligence

materials.5

 

September [4], 2019 at 

[11:59 p.m.] 

Deadline for Potential Plan Proponents (including the Debtors) to 

submit Initial Proposals to Consultation Parties and the Governor’s 

Office. 

September [20], 2019 

at [5:00 p.m.] 

Consultation Parties and the Governor’s Office shall provide 

feedback to Potential Plan Proponents (including the Debtors) on 

Initial Proposals. 

September [27], 2019 

at [5:00 p.m.] 

Except for Initial Qualified Plan Proponents (defined below), each 

Potential Plan Proponent (including the Debtors if they have not 

already done so) shall file its Plan Proposal and all material 

supporting documentation with the Bankruptcy Court, including a

brief in support of the Plan Proposal which shall demonstrate such 

Plan Proposal is a Qualified Plan Proposal. 

Notwithstanding the foregoing, any timely Plan Proposal of the 

Debtors shall be deemed to be a Qualified Plan Proposal. In addition, 

if the Bankruptcy Court terminates exclusivity for the Plan Proposal 

of the Ad Hoc Committee of Senior Unsecured Noteholders’ (the 

“Noteholders’ Committee”), as contained in the Noteholders’ 

Committee’s Bankruptcy Court filings dated [August 7], 2019, then 

October [4], 2019 at 

[5:00 p.m.] 

 

2

 All times prevailing California time. 

3

 A draft form of NDA shall be filed with the Bankruptcy Court by no later than August 20, 2019. All NDAs shall 

be based on such draft form and otherwise in form and substance reasonably acceptable to the Debtors or 

otherwise in a form approved by the Bankruptcy Court and structured such that information shared under the 

NDAs may be provided to all Protocol Parties and the Governor’s Office. 

4

 “Potential Plan Proponent” means any party interested in submitting a proposed plan term sheet in accordance 

with this Schedule and the requirements set forth in herein. 

5

 Debtors must continue to update and supplement the data room upon reasonable request or as required to ensure 

material completeness of the data room. 

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Milestone Deadline2

that Plan Proposal shall be deemed to be a Qualified Plan Proposal. 

Likewise, if the Bankruptcy Court terminates exclusivity for the Plan 

Proposal of the Ad Hoc Group of Subrogation Claimholders (the 

“Subrogation Group”), as contained in the Subrogation Group’s 

Bankruptcy Court filings dated [July 23], 2019, that Plan Proposal 

shall also be deemed to be a Qualified Plan Proposal. Any Plan

Proposals that are deemed to be Qualified Plan Proposals under this 

paragraph shall be referred to collectively as the “Initial Qualified 

Plan Proposals.” 

Any party in interest may file an opposition to any Plan Proposal that 

is not an Initial Qualified Plan Proposal, setting forth any arguments 

that such Plan Proposal is or is not a Qualified Plan Proposal.

October [16], 2019 at 

[5:00 p.m.] 

Bar date in the Chapter 11 Cases. October 21, 2019 

Court hearing to determine whether each Plan Proposal (other than 

Initial Qualified Plan Proposals) is a Qualified Plan Proposal.6

If the Bankruptcy Court so orders, a Potential Plan Proponent shall be 

given a period of ten (10) calendar days to address or resolve any 

issues or concerns or otherwise cure any deficiencies in its Plan 

Proposal by submitting a revised Plan Proposal and any additional 

documentation necessary to establish that those concerns, issues or 

deficiencies have been addressed. The Bankruptcy Court shall then 

conduct a further hearing to determine whether the Plan Proposal, as 

revised, is a Qualified Plan Proposal (defined below). 

Immediately upon the Bankruptcy Court’s determination that a Plan 

Proposal is a Qualified Plan Proposal, exclusivity shall terminate as 

to that Qualified Plan Proposal. 

October 23, 2019 

The Debtors complete and post: (i) final due diligence information; 

(ii) a draft of the General Disclosure Statement including general 

information customarily included in disclosure statements such as 

descriptions of the Debtors’ operations, events leading to the filing of 

the cases, events during the cases, and a description of prepetition 

claims and interests; and (iii) draft Solicitation Procedures. 

October 28, 2019 

Parties in interest provide comments to the Debtors on the General 

Disclosure Statement and Proposed Solicitation Procedures. 

November [6], 2019 at 

[5:00 p.m.] 

 

6

 The Bankruptcy Court shall make the decision regarding whether a Plan Proposal is a Qualified Plan Proposal on 

the basis of the papers submitted and oral argument (i.e. no discovery). 

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Milestone Deadline2

After consultation with the Consultation Parties, the Debtors post a 

revised General Disclosure Statement and Proposed Solicitation 

Procedures in form and substance reasonably acceptable to the UCC 

and TCC. 

November [13], 2019 

at [5:00 p.m.] 

Qualified Plan Proponents provide a draft plan and disclosure 

statement (which, in the case of non-Debtor Qualified Plan 

Proponents, may incorporate by reference the General Disclosure

Statement prepared by the Debtors) to Consultation Parties and the 

Governor’s Office together with drafts of any definitive documents 

necessary to implement the Plan. 

November [22], 2019 

at [5:00 p.m.] 

Consultation Parties and the Governor’s Office provide feedback to 

Qualified Plan Proponents on the plan, disclosure statement and draft 

definitive documents. 

December [6], 2019 at 

[5:00 p.m.] 

Deadline for Qualified Plan Proponents to file their respective Plans 

and Disclosure Statements. Disclosure Statements filed by Qualified 

Plan Proponents do not need to include the general information 

contained in the General Disclosure Statement. 

Deadline for the Debtors to file revised General Disclosure Statement 

and Proposed Solicitation Procedures for all Plans. 

December [17], 2019 

at [11:59 p.m.] 

Deadline for parties in interest to file any objections to the General 

Disclosure Statement, specific disclosure statements and Proposed 

Solicitation Procedures. 

Resolution of estimation proceedings in Chapter 11 Cases. 

January [17], 2020 

At [5:00 p.m.] 

Deadline for responses to objections to the General Disclosure 

Statement, specific disclosure statements and Proposed Solicitation 

Procedures. 

January [24], 2020 

At [5:00 p.m.] 

Hearing on the General Disclosure Statement, Solicitation Procedures 

and each specific disclosure statement.7

Begins January [30], 

2020 

 

7

 The Bankruptcy Court shall determine as part of the order approving the Disclosure Statement(s) which plan 

proposals shall be solicited based upon whether the Bankruptcy Court believes such proposed plan is likely to 

meet the requirements of section 1129 of the Bankruptcy Code. In making such determination, the Bankruptcy 

Court shall consider, among other things, (i) whether such plan proposal incorporates committed financing or is 

otherwise financeable, and (ii) any feedback or commentary provided by Commission Staff regarding such 

proposed plan. 

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Milestone Deadline2

Opening briefs in support of Plan confirmation. March [13], 2020 

Briefs in opposition to Plan confirmation. March [27], 2020 

Reply briefs in support of Plan confirmation. April [13], 2020 

Confirmation Status Conference April [15], 2020 

Confirmation Hearing (Trial). Begins April [20], 

2020 

C. Competing Plan Proposal Information. 

Non-Disclosure 

Agreement: 

Any known Potential Plan Proponent (or its representatives) that 

wishes to receive non-public information regarding the Debtors 

must enter into a non-disclosure agreement in a form approved by 

the Bankruptcy Court (an “NDA”) by August [30], 2019 at 11:59 

p.m. (PT). The NDA shall include a mechanism that provides for

the conveyance of information on a professionals’ eyes only basis. 

Additional parties interested in providing bids may execute NDAs 

prior to the September [20], 2019 deadline for Potential Plan 

Proponents to submit Initial Proposals. All NDAs must provide 

Protocol Parties and the Governor’s Office access to information in 

a manner reasonably acceptable to such parties. 

Initial Diligence Period: The Debtors will provide each Potential Plan Proponent that has 

executed an NDA with access to a data room containing all nonprivileged information regarding the Debtors reasonably necessary 

to formulate a proposed plan term sheet, a specific disclosure or 

required statement, and a chapter 11 plan, including business plans, 

financial statements and projections, information regarding 

individual wildfire claimants and subrogation claimants and other 

liabilities of the Debtors by September [4], 2019 at 11:59 p.m. (PT). 

Initial Proposal: Each Potential Plan Proponent must submit a non-binding 

indicative term sheet (an “Initial Proposal”) setting forth the 

material terms of the Plan Proposal to the Consultation Parties and 

the Governor’s Office by September [20], 2019 at 5:00 p.m. (PT). 

Each Potential Plan Proponent shall be permitted to structure its 

Initial Proposal in a manner that best represents its goals, 

limitations, intentions and financing sources with respect to the 

Plan; provided, however, that each Initial Proposal shall comply 

with and/or address each of the elements set forth on Exhibit A

hereto (collectively, the “Proposal Requirements”). 

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Feedback Period and 

Filing of Plan Proposals 

with Bankruptcy Court: 

The Consultation Parties and the Governor’s Office will review 

each Initial Proposal and provide feedback, if any, to the Potential 

Plan Proponents with respect to the Initial Proposal submitted by 

such Potential Plan Proponent no later than September [27], 2019 

at 5:00 p.m. (PT). Each Potential Plan Proponent shall consider 

and, if appropriate incorporate, the feedback to their Initial 

Proposals into a revised Initial Proposal (a “Revised Proposal”). 

Each Potential Plan Proponent shall file with the Bankruptcy Court: 

(i) an Initial Proposal or Revised Proposal (each, a “Plan 

Proposal”), as applicable; (ii) any supporting documentation for 

such Plan Proposal; and (iii) a brief in support of such Plan 

Proposal, which shall demonstrate the Plan Proposal constitutes a 

Qualified Plan Proposal no later than October [4], 2019 at 5:00 p.m. 

(PT). 

Bankruptcy Court 

Determination of 

Qualified Plan Proposal: 

The Bankruptcy Court will conduct a hearing to determine whether 

each Plan Proposal is a Qualified Plan Proposal by October [23], 

2019. If the Bankruptcy Court so orders, a Potential Plan Proponent 

shall be given a period of ten (10) calendar days to address any 

concerns or issues or cure any deficiencies in its Plan Proposal by 

submitting a revised Plan Proposal and any additional 

documentation necessary to establish that those deficiencies have 

been addressed. The Bankruptcy Court shall then conduct a further 

hearing to determine whether the Plan Proposal, as revised, is a 

Qualified Plan Proposal. 

Each Potential Plan Proponent that submits a Qualified Plan 

Proposal, as determined by the Bankruptcy Court, is referred to

herein as a “Qualified Plan Proponent”. The Initial Qualified Plan 

Proponents’ proposals shall each be deemed to be a Qualified Plan 

Proposal as long as such Initial Qualified Plan Proponent has 

complied with the timeline established by this Schedule. 

Immediately upon the Bankruptcy Court’s determination that any 

additional Plan Proposal is a Qualified Plan Proposal, exclusivity 

shall terminate as to that Qualified Plan Proposal. 

Notwithstanding the foregoing, the Initial Qualified Plan Proposals 

shall each be deemed to be Qualified Plan Proposals in the forms 

previously filed with the Bankruptcy Court, without opportunity for 

objection or need for hearing. 

Notwithstanding a determination that a Plan Proposal is a Qualified 

Plan Proposal or a Plan Proposal having been deemed a Qualified

Plan Proposal, all parties’ rights with respect to plan confirmation 

shall be preserved, and any determination made by the Court at this 

stage shall: (i) not prejudice any party’s right to subsequently object 

to plan confirmation on any ground; and (ii) not be subject to any 

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doctrine of res judicata (or similar doctrines) in any ultimate 

confirmation proceedings based on the Court’s determination. Any 

Potential Plan Proponent or any member thereof or participant 

therein submitting a plan term sheet pursuant to this process shall 

not be subject to any plan objection, vote designation, request for 

equitable subordination or allegation of bad faith based on its

participation in the plan term sheet submission process described 

herein. 

Qualified Plan Proposal: A Plan Proposal that is determined by the Bankruptcy Court to 

propose a plan that is likely to be feasible and meet the requirements 

of section 1129 of the Bankruptcy Code at the time of any 

Confirmation Hearing, is referred to herein as a “Qualified Plan 

Proposal”. 

Final Diligence Period: Subject to each applicable NDA, the Debtors will provide each 

Qualified Plan Proponent with access to a data room containing:

(i) the preliminary diligence items that were provided to each 

Potential Plan Proponent during the Initial Diligence Period; and 

(ii) any additional diligence items collectively requested by the 

Qualified Plan Proponents by October [28], 2019 at 11:59 p.m. 

(PT). 

General Disclosure 

Statement and Draft 

Solicitation Procedures: 

No later than October [28], 2019, after consultation with the 

Consultation Parties, the Debtors will draft and post in the data 

room a draft of: (i) a general disclosure statement (the “General 

Disclosure Statement”) which shall include other information 

customarily included in disclosure statements, including, but not 

limited to, descriptions of the Debtors’ operations, events leading 

to the filing of the Debtors’ Chapter 11 Cases, events during the 

Debtors’ Chapter 11 Cases, a description of the Debtors’ prepetition 

capital structure, and a description of the claims asserted against the 

Debtors prior to the commencement of the Chapter 11 Cases, a 

valuation analysis, liquidation analysis, and proposed three-year 

and five-year budgets for the reorganized Debtors that Qualified 

Plan Proponents can use in connection with specific disclosure 

statement documents (discussed below)8

; and (ii) general 

procedures for the solicitation of votes on the chapter 11 plan (the 

“Proposed Solicitation Procedures”); in form and substance 

reasonably acceptable to the UCC and TCC. Qualified Plan 

Proponents, the Consultation Parties and the Governor’s Office will 

provide comments to the General Disclosure Statement and 

Proposed Solicitation Procedures by November [6], 2019 at [5:00

 

8

 The Qualified Plan Proponents may, but are not required to, rely on such analyses and budgets, but the Debtors’ 

delivery thereof is without prejudice to the rights of such parties to develop their own analyses and budgets for 

use in connection with disclosure statement documents. 

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p.m.]. The Debtors will post the revised General Disclosure 

Statement and revised Proposed Solicitation Procedures in the data 

room by November [13], 2019 at [5:00 p.m.]. 

Preliminary Definitive 

Documents: 

Each Qualified Plan Proponent must deliver a draft plan and 

disclosure statement incorporating the terms of its Qualified Plan 

Proposal and drafts of any definitive documents necessary to 

implement such plan, to the Consultation Parties and Governor’s

Office by November [22], 2019 at 5:00 p.m. (PT). The Consultation 

Parties and the Governor’s Office will provide feedback to the 

Qualified Plan Proponents related to such Qualified Plan 

Proponent’s draft plan, disclosure statement and definitive 

documents by December [6], 2019 at [5:00 p.m.]. 

Filing of Definitive 

Documents: 

The Qualified Plan Proponents must file their respective plans and 

disclosure statements no later than December [17], 2019. The 

Debtors must file the revised General Disclosure Statement and the 

revised Proposed Solicitation Procedures no later than December

[17], 2019. 

Financing Sources: Each Qualified Plan Proponent shall disclose any proposed 

financing arrangements (including any exclusivity arrangements)

and processes that it deems necessary or desirable to fund the Plan. 

Plan Confirmation 

Discovery: 

The participating parties shall work in good faith on an agreed upon 

fact and expert witness discovery schedule in connection with plan 

confirmation procedures and a briefing scheduled for plan 

confirmation. Any disputes as to such schedule shall be resolved 

by the Bankruptcy Court. 

Confirmation Hearing: The hearing before the Bankruptcy Court to confirm the Plan shall 

commence no later than April [20], 2020. 

 

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EXHIBIT A

Proposal Requirements 

Safety & Operations: 1. Describe any proposed measures or initiatives to 

improve the Reorganized Debtors’ safety record and 

culture; 

2. Describe the treatment of (or considerations with 

respect to) the Debtors’ arrangements with employees 

and workers and retirees; 

3. Disclose and describe any contemplated sales of the 

Debtors’ assets and/or business lines; 

4. Describe how the Plan will meet or exceed 

California’s clean energy policy goals; 

5. Describe the proposed treatment of the Debtors’ 

executory contracts; and 

6. Describe any significant proposed cost-saving 

initiatives. 

7. Describe the treatment of the Pacific Gas and Electric 

Company Retirement Plan during the five year period 

following Plan’s effective date, e.g., change in plan 

sponsor or controlled group, merger, spin-off, derisking. 

Ratepayers: 8. Demonstrate that the Plan will be neutral, on average, 

to the ratepayers; 

9. Disclose the anticipated charges, tariffs or costs 

(including the cost of any debt financing), if any, 

passed through to ratepayers or that will impact rates; 

and 

10. Explain how any proposed ratepayer credits will be 

implemented and over what period of time. 

Capital Structure 

& Financial: 

11. Explain the total enterprise value implied by the 

Proposal and any related assumptions and 

methodologies; 

12. Outline the total cost of the Reorganized Debtors’ debt 

and equity; 

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13. Outline the key factors that support the Reorganized 

Debtors’ long-term access to capital markets; 

14. Describe the proposed capital structure and return on 

equity of the Reorganized Debtors, including the 

anticipated equity rate base and any necessary 

adjustments for claims resolution; 

15. Describe the proposed capital needs of the 

Reorganized Debtors for the next five (5) years, 

including anticipated sources of funding and the cost 

and certainty of such funding; 

16. Describe the proposed treatment and any dilution of 

the Debtors’ existing equity holders; 

17. Describe the forms and sources of proposed funding 

(including key terms of any newly issued debt and 

equity and how such terms may impact future return 

on equity proceedings) and how and when such 

funding will be raised and committed (and any 

commitments fees); 

18. Include an emergence sources and uses; and 

19. Describe the expected tax implications of the 

Proposal. 

Wildfire Liabilities: 20. Describe how and when the Debtors’ existing 

liabilities related to wildfires will be resolved and 

funded. 

Corporate Governance: 21. Describe the proposed corporate governance structure 

of the Reorganized Debtors, including board 

appointments; and 

22. Identify whether any new management resources will 

be added. 

Diligence Requests: 23. Include a list of any non-public information regarding 

the Debtors that the Potential Plan Proponent believes 

is necessary to consider and negotiate the Plan. 

Proposed Classification 

& Treatment: 

24. Describe the proposed classification and treatment of 

all creditor and equity classes and disclose whether or 

not such classes are impaired. 

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Regulatory & 

Legislative: 

25. Disclose any assumptions regarding the outcome of 

proceedings pending before the Commission or other 

regulatory agencies with respect to the Debtors; 

26. Disclose any assumptions regarding the amount of any 

fines or penalties to be imposed on the Debtors; 

27. Describe any additional approvals that the Potential 

Plan Proponent believes are necessary to effectuate 

the Plan; and 

28. Describe any additional legislation that the Potential 

Plan Proponent believes is desirable to effectuate the 

Plan and disclose whether the Plan can be 

consummated without such legislation and, if so, what 

modifications to the Plan would be required. 

M&A Transaction(s): If the Proposal contemplates the sale of, merger or other 

combination involving, all or a material portion of the Debtors’ 

assets: 

1. Disclose the identity of all purchasing counterparties; 

2. Outline the transaction structure and form of 

consideration and methodology for determining any 

non-cash consideration; 

3. Outline the transaction timing and process; 

4. Describe the pro forma governance, organizational 

structure, ownership structure, financials and capital 

structure of the buyer(s) or combined entity, as 

applicable, and any residual standalone entity; 

5. Forecast the pro forma total enterprise value of the 

combined entity and any residual standalone entity, 

including any assumptions or methodologies used in 

analyzing total enterprise value; 

6. Describe any net proceeds to be received by the 

Debtors’ existing equity holders; 

7. Disclose any necessary regulatory approvals to 

effectuate the transaction(s); and 

8. Describe any key contingencies and conditions 

precedent. 

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Other Conditions: Each Proposal shall also include the following: 

1. Describe any other means of implementation; 

2. Describe any other conditions precedent to plan 

confirmation and effective date; and 

3. Describe any releases contemplated in the plan. 

Case: 19-30088 Doc# 3517 Filed: 08/12/19 Entered: 08/12/19 16:40:57 Page 16

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