1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com)

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

(ray.schrock@weil.com)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com)|

767 Fifth Avenue

New York, NY 10153-0119 

Tel: 212 310 8000

Fax: 212 310 8007

KELLER & BENVENUTTI LLP

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: 415 496 6723

Fax: 650 636 9251

Attorneys for Debtors

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re: 

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case)

(Jointly Administered) 

ORDER GRANTING DEBTORS’ FIRST 

OMNIBUS REPORT AND OBJECTION TO 

CLAIMS ASSERTED PURSUANT TO

11 U.S.C. § 503(b)(9) 

Debtors.

 Affects both Debtors

 Affects PG&E Corporation

 Affects Pacific Gas and Electric Company

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

Signed and Filed: August 15, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

August 15, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 3564 Filed: 08/15/19 Entered: 08/15/19 18:51:11 Page 1 of

4
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Upon the Report and First Objection, dated July 8, 2019 [Dkt. No. 2896] (the “Objection”),1

of PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility”), as 

debtors and debtors in possession (collectively, “PG&E” or the “Debtors”) in the above-captioned 

chapter 11 cases (the “Chapter 11 Cases”), pursuant to section 503(b)(9) of title 11 of the United

States Code (the “Bankruptcy Code”), for an order, to the extent applicable, allowing, 

reclassifying, and/or expunging in whole or in part each of the 503(b)(9) Claims identified on

Exhibit A hereto, all as more fully set forth in the Objection; and this Court having jurisdiction to 

consider the Objection and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, 

Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. 

Cal.), and Rule 5011-1(a) of the Bankruptcy Local Rules for the United States District Court for the 

Northern District of California (the “Bankruptcy Local Rules”); and consideration of the Objection

and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being 

proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and upon consideration of the 

McWilliams Declaration; and the Court having found and determined that notice of the Objection 

as provided to the parties listed therein is reasonable and sufficient, and it appearing that no other 

or further notice need be provided; and this Court having reviewed the Objection; and the Debtors 

having filed a stipulation, dated July 29, 2019 [Docket No. 3306], extending the deadline to respond 

to the Objection for the holders of the following 503(b)(9) Claims: 503(b)(9) Claim Nos. 999, 1376, 

1379, 2119, 2122, 2165, 2355, 2391, 2445, 2449, 2454, 2477, 2478, 2519, 2530, 2538, 2549, 2556, 

2560, 2575, 2577, 2598, 2605, 2610, 2633, 2642, 2645, 2646, 2653, 2655, and 2830 (collectively, 

the “Extended 503(b)(9) Claims”); and the Debtors having received formal responses to the 

Objection from the holders of the following 503(b)(9) Claims: Petro-Canada America Lubricants, 

Inc. (503(b)(9) Claim No. 2505) [Docket No. 3263], C.H. Reynolds Electric, Inc. (503(b)(9) Claim 

No. 2639) [Docket No. 3267], Shiloh IV Lessee, LLC (503(b)(9) Claim No. 2447) [Docket No. 

3284], Marsh Landing LLC (503(b)(9) Claim No. 2026) [Docket No. 3286], Global Ampersand 

LLC (503(b)(9) Claim Nos. 1378 and 1842) [Docket No. 3288], and Hypower, Inc. (503(b)(9)

1 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such 

terms in the Objection. 

Case: 19-30088 Doc# 3564 Filed: 08/15/19 Entered: 08/15/19 18:51:11 Page 2 of

4
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Claim No. 1386) [Docket No. 3315] (collectively, the “Responses” and the claims subject to the 

Responses, the “Responding 503(b)(9) Claims,” and, together with the Extended 503(b)(9) Claims, 

the “Continued 503(b)(9) Claims”); and the Debtors having filed a revised proposed Order 

and Exhibit A [Docket No. 3522], which incorporates certain amendments and revisions to 

resolve the issues and concerns raised in certain of the Responses, including, but not limited to, the 

response of U.S. TelePacific Corp. (503(b)(9) Claim Nos. 2509 and 2528) [Docket No. 3313], and 

incorporates revised treatments with respect to certain of the Responding 503(b)(9) Claims; and this 

Court having held a hearing on August 14, 2019 with respect to the Objection; and this Court 

having determined that the legal and factual bases set forth in the Objection establish just cause 

for the relief granted herein; and upon the record of the hearing and all of the proceedings had 

before this Court and after due deliberation and sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT:

1. The Objection is granted, as provided herein.

2. Each of the 503(b)(9) Claims listed on Exhibit A hereto is hereby allowed to

the extent, and in the amount, listed in the column labeled “Proposed Allowed 503(b)(9) Amount.” 

3. Each of the 503(b)(9) Claims listed on Exhibit A hereto is hereby disallowed,

to the extent, and in the amount, listed in the column labeled, “Proposed Amount Disallowed and

Expunged.” 

4. Each of the 503(b)(9) Claims listed on Exhibit A hereto is hereby reclassified

as a general unsecured claims, to the extent, and in the amount, listed in the column labeled, 

“Proposed Amount Reclassified as General Unsecured.”

5. For the avoidance of doubt, unless otherwise agreed to by the parties and

reflected on Exhibit A hereto (i) the relief granted herein shall not impact or prejudice any of the 

Continued 503(b)(9) Claims and all of the parties’ respective rights shall be preserved, and (ii) the 

Objection remains pending and outstanding with respect to the Continued 503(b)(9) Claims, and 

shall be subject to a further Order of the Court unless consensually resolved by the parties in 

accordance with the 503(b)(9) Procedures.

Case: 19-30088 Doc# 3564 Filed: 08/15/19 Entered: 08/15/19 18:51:11 Page 3 of

4
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

6. The Debtors, the Debtors’ claims and noticing agent, Prime Clerk, LLC, and

the Clerk of this Court are authorized to take all actions necessary or appropriate to give effect to 

this Order. 

7. Subject to paragraph 2 above, should one or more of the grounds of the

objection stated in the Objection be dismissed, the Debtors’ rights to object on other stated grounds 

or on any other grounds that the Debtors discover during the pendency of these Chapter 11 Cases 

are further preserved.

8. This Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation, interpretation, or enforcement of this Order.

**END OF ORDER**

Case: 19-30088 Doc# 3564 Filed: 08/15/19 Entered: 08/15/19 18:51:11 Page 4 of

4