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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) 

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) 

DECLARATION OF BENJAMIN P.D. SCHRAG

(I) REGARDING IMPLEMENTATION OF THE

DEBTORS’ NOTICE PROCEDURES AND

SUPPLEMENTAL NOTICE PLAN AND (II) IN

SUPPORT OF THE DEBTORS’ OBJECTION TO

CLASS REPRESENTATIVE’S MOTION TO

EXTEND APPLICATION OF FEDERAL RULE

OF CIVIL PROCEDURE 23 TO CLASS PROOF

OF CLAIM

Related Docket Nos.: 4370 

Date: November 19, 2019 

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

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Debtors. 

 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).

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

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Pursuant to 28 U.S.C. § 1746, I, Benjamin P.D. Schrag, hereby declare as follows under penalty 

of perjury: 

1. I am the Chief Business Development Officer of Prime Clerk LLC (“Prime Clerk”),1 a 

chapter 11 administrative services firm whose headquarters are located at One Grand Central Place, 60 

East 42nd Street, Suite 1440, New York, New York 10165. Except as otherwise noted, this Declaration 

is based upon my personal knowledge of the matters set forth herein, my review of relevant documents, 

and information provided to me by PG&E Corporation and Pacific Gas and Electric Company 

(collectively, the “Debtors”) and their agents and professionals, including professionals at Weil, Gotshal 

& Manges LLP, Cravath, Swaine & Moore LLP, AlixPartners LLP, and Prime Clerk, and my prior 

experience in bankruptcy noticing, and if called and sworn as a witness, I could and would testify 

competently thereto. 

2. I submit this declaration (the “Declaration”) (i) to provide the Court with a report 

regarding the successful and timely implementation of the Debtors’ robust multi-faceted plan and 

procedures for providing notice of the Bar Date and the procedures for filing proofs of claims to known 

and unknown claimants in the Debtors’ Chapter 11 Cases, including Known and Unknown Fire 

Claimants (the “Notice Procedures”), and (ii) in support of the Debtors’ objection, filed 

contemporaneously herewith, to the Class Representative’s Motion to Extend Application of Federal 

Rule of Civil Procedure 23 to Class Proof of Claim [Docket No. 4370]. 

3. As detailed both in my prior declaration [Docket No. 1787] (the “Initial Declaration”) 

and the declarations of Shai Y. Waisman, Chief Executive Officer of Prime Clerk [Docket Nos. 1786 

and 2643] (the “Waisman Declarations,” and together with my Initial Declaration, the “Prior 

Declarations”) filed in connection with the Debtors’ motion seeking to establish a deadline for filing 

proofs of claim in the Chapter 11 Cases and to approve related noticing procedures [Docket No. 1784] 

(the “Bar Date Motion”), Prime Clerk is authorized by the Clerk of the Court to act as a claims and 

noticing agent and has significant experience acting in such capacity. On February 1, 2019, the Court 

entered an order appointing Prime Clerk as claims and noticing agent in these Chapter 11 Cases [Docket 

 

1

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

terms in the Bar Date Motion or Bar Date Order (each as defined below), as applicable. 

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No. 245]. A comprehensive description of my background, Prime Clerk’s retention in these Chapter 11 

Cases, and Prime Clerk’s extensive qualifications, experience, and expertise acting as claims and 

noticing agents in other chapter 11 cases is set forth in the Prior Declarations. 

I. IMPLEMENTATION OF THE NOTICE PROCEDURES 

4. By Order dated July 1, 2019 [Docket No. 2806] (the “Bar Date Order”), the Bankruptcy 

Court established October 21, 2019 at 5:00 p.m. (Pacific Time) (the “Bar Date”) as the deadline for 

filing proofs of claim on account of any prepetition claim in the Chapter 11 Cases. In addition to 

establishing the Bar Date, the Bar Date Order, among other things, approved: (i) three different proof of 

claim forms, including a customized Fire Claimant Proof of Claim Form that was designed and agreed 

to by the TCC; (ii) three separate forms of Bar Date Notice to be mailed out to potential claimants and 

other parties in interest, including customized notices for the Debtors’ Customers and Fire Claimants; 

and (iii) the Debtors’ robust, multi-faceted Notice Procedures for providing notice of the Bar Date to 

known and unknown claimants, including Known and Unknown Fire Claimants. In accordance with the 

Bar Date Order, the Debtors commenced implementation of their Notice Procedures on July 1, 2019 and 

continued their efforts through the Court-approved Bar Date of October 21, 2019 at 5:00 p.m. Pacific 

Time. 

5. As set forth in the Prior Declarations, the Debtors’ Notice Procedures were broad and 

robust, and included both extensive direct mailings to known claimants, including approximately 50,000 

Known Fire Claimants and the Debtors’ millions of Customers, as well as a multi-faceted supplemental 

noticing campaign (the “Supplemental Notice Plan”) that was designed to maximize reach to all 

unknown claimants, including Unknown Fire Claimants, in a variety of different ways, including through 

(i) multiple local and national newspaper and magazine publication notices, (ii) digital advertising, 

including social media, social influencers, and other paid Internet search listings, (iii) television and 

radio advertising, (iv) press releases, and (v) extensive community and boots on the grounds outreach 

efforts. The summary below focuses on the results of the Debtors’ extensive direct noticing efforts and 

also includes a discussion of the claims filed and received by Prime Clerk prior to the Bar Date.2

 In 

 

2

 An in-depth discussion of the results of the Debtors’ Supplemental Notice Plan is set forth in the 

Declaration of Jeanne C. Finegan, submitted contemporaneously herewith. 

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total, the Debtors expended more than $11 million on Bar Date Notice mailings and noticing efforts, 

including approximately $7.2 million on direct mailings, approximately $440,000 on publication notices, 

and approximately $2.9 million on the other aspects of the Supplemental Notice Plan.3 

6. As set forth in further detail below, implementation of the Notice Procedures has been, 

in my opinion, an absolute success and far exceeded the anticipated results as described to the Court in 

connection with approval of the Bar Date Motion or the results typically achieved in other high-profile 

chapter 11 cases, including chapter 11 cases involving mass tort claims. 

Direct Mailings 

7. At the direction of the Debtors, Prime Clerk mailed over 6.5 million copies of the Bar 

Date Notices and Proof of Claim Forms to potential claimants in these Chapter 11 Cases. More 

specifically, Bar Date Notices were served on the following categories of known claimants: 

 In accordance with the Bar Date Order, Prime Clerk served the Fire Claim 

Bar Date Notice and Fire Claimant Proof of Claim Form on approximately 

50,000 Known Fire Claimants – these are individuals who, prior to the 

Petition Date, had already commenced actions against the Debtors or 

provided actual notice of their intent to commence actions. Prime Clerk 

also served the Fire Claimant Bar Date Notice and related proof of claim 

form on approximately 17,000 additional potential Fire Claimants that were 

sourced from proprietary satellite data information provided by a third party 

satellite data expert retained by the Debtors. 

 At the direction of the Debtors and in accordance with the Bar Date Order, 

Prime Clerk served the Standard Proof of Claim Form and Customer Bar 

Date Notice on all of the Debtors’ approximately 6.2 million Customers, 

which I understand also included many potential Fire Claimants.

 In accordance with the Bar Date Order, Prime Clerk served the Standard 

Proof of Claim Form and Standard Bar Date Notice on approximately 

141,000 potential creditors, contract counterparties, and other parties in 

interest. Prime Clerk additionally served the Standard Bar Date Notice on 

approximately 11,300 funded debt claimants and approximately 111,000 

holders of the equity interests in PG&E Corp. 

8. A chart summarizing the direct mailings completed by Prime Clerk at the direction of the 

 

3

 Although the Debtors’ have approximately 16 million customers, that equates to approximately 6.2 

million unique customer accounts to which the Debtors provided actual notice of the Bar Date. The 

corresponding decrease in cost from sending fewer mailers than anticipated accounts for the difference 

in the estimated cost versus the final cost of the Notice Procedures. 

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Debtors is set forth below: 

Category Approximate 

Number of 

Direct Mailings 

Notice(s)/Form(s) Received 

Customer List 6,200,000 A) Customer Bar Date Notice 

B) Standard Proof of Claim Form 

Known Fire Claimants 50,000 A) Fire Claim Bar Date Notice 

B) Fire Claimant Proof of Claim 

Form 

Potential Fire Claimants 

Identified from GIS Data 

17,000 A) Fire Claim Bar Date Notice 

B) Fire Claimant Proof of Claim 

Form 

Creditor Matrix 50,000 A) Standard Bar Date Notice 

B) Standard Proof of Claim Form 

Schedule D/E/F Parties 75,000 A) Standard Bar Date Notice 

B) Standard Proof of Claim Form 

Schedule G Contract 

Counterparties 

16,000 A) Standard Bar Date Notice 

B) Standard Proof of Claim Form 

Subrogation Claimants 225 A) Fire Claim Bar Date Notice 

B) Wildfire Subrogation 

Claimant Proof of Claim Form 

Noteholders 11,300 A) Standard Bar Date Notice 

Equity Holders 111,000 A) Standard Bar Date Notice 

Brokerage Nominees 1,352 A) Standard Bar Date Notice 

Total: 6,531,877

9. Affidavits certifying that service on the aforementioned parties was carried out at the 

Debtors’ direction and in accordance with the Bar Date Order, the Bankruptcy Code, and otherwise 

applicable law, and the method of such service, were filed by Prime Clerk on July 23, 2019 [Docket No. 

3159], July 30, 2019 [Docket No. 3262], and August 8, 2019 [Docket No. 3474]. 

10. As the Court is aware, due to the destruction of homes and the displacement of certain 

Known and Unknown Fire Claimants, returned and undeliverable mail was of particular concern to the 

Debtors in these Chapter 11 Cases. To reach claimants who had changed their address, Prime Clerk 

used the U.S. Postal Service Change of Address Database. For mail that was returned with a forwarding 

address, Prime Clerk forwarded notice to the new address. For mail that was returned and marked 

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undeliverable, Prime Clerk engaged the TransUnion Skip Tracing Database to search for alternative 

addresses, where Prime Clerk then sent notice. Through this process, Prime Clerk was able to forward 

approximately 69% of returned mail to an alternative address. An affidavit of service certifying that 

these supplemental remailings occurred was filed on October 31, 2019 [Docket No. 4543]. 

11. As set forth in the Bar Date Order, email notice was used by the Debtors to supplement 

hard-copy notice. I understand the Debtors sent email notice to approximately 4.2 million customer 

accounts for which the Debtors have email information. 

Claim Centers 

12. In accordance with the Bar Date Order, Claim Centers were created as places where 

members of the affected communities could go during normal business hours to ask general questions 

about the claims process, obtain Proof of Claim Forms, and hand deliver Proofs of Claim and receive a 

date-stamped receipt. In addition, the Bar Date Notices were posted in all of the Debtors’ billing service 

centers (approximately seventy (70) service centers in total). Approximately 3,900 individuals visited 

and talked to an agent at the Claim Centers, and a total of approximately 19,200 proofs of claim were 

filed in-person at the Claims Centers, as detailed in the following chart: 

Location

Total 

Visitors as of 

10/21/19

Total Claims 

Received as of 

10/21/19

Redding 267 57 

Chico 763 6,859 

Oroville 723 191 

Marysville 448 1,110 

Napa 752 5,195 

Santa Rosa 952 5,792 

TOTAL 3,905 19,204

Case Website, Call Centers and Email Notification 

13. As described in the Bar Date Motion, the Debtors, through Prime Clerk, have established 

a dedicated Case Website and Call Center reachable by toll-free numbers. The Case Website and tollfree numbers have been prominently displayed in all printed notice documents and other paid 

advertising. The Case Website provided notice of the Bar Date and all requirements to comply therewith, 

and other relevant information relating to the Chapter 11 Cases and call center operators conveyed this 

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information to inquiring callers. In addition to the main Case Website, Prime Clerk also maintained a 

page specifically tailored to, and designed for, the holders of Fire Claims (the “Fire Claimant 

Website”), which, among other things, informed them of certain key dates and deadlines, allowed them 

to view certain key documents in the Chapter 11 Cases free of charge, and allowed holders of Fire Claims 

and other creditors to register their email addresses and consent to e-mail service of certain notices 

required to be sent during the Chapter 11 Cases, as well as a website with similar information designed 

specifically for the Debtors’ Customers (the “Customer Website” and, together with the Case Website 

and the Fire Claimant Website, the “Case Websites”). Copies of the various Proof of Claim Forms were 

posted and made available for download on the Case Website, which also were linked to the Fire Claim 

Website and Customer Website. Translations of the Customer Bar Date Notice in Spanish, Mandarin, 

Tagalog, Vietnamese, and Korean language were made available for download on the Customer Website. 

Prime Clerk estimates that there were in excess of 14,000 individual downloads of the Bar Date Notices 

and Proof of Claim Forms from the Case Website. 

14. The Case Websites collectively received over 784,255 page views, of which 475,073 

occurred after July 1, 2019, when this Court approved the Bar Date and Notice Procedures. Additionally, 

Prime Clerk responded to 1,390 email inquiries submitted via the Case Websites. 

15. The Call Center received over 8,190 calls, voicemails, and live chats. When Prime Clerk 

received a voicemail or live chat after hours, Prime Clerk reached out the next day to follow up whenever 

possible. Approximately 2,000 of these calls, voicemails, and live chats came from Fire Claimants. 

II. CLAIMS RECEIVED AS OF THE BAR DATE 

16. As a result of the Debtors’ extensive Notice Procedures, including the Supplemental 

Notice Plan, over 85,000 claims were received prior to the Bar Date, of which an estimated nearly 72,000 

are fire-related. Claims have been received online, by mail, in person at Claim Centers, and through the 

Debtors’ efforts to coordinate uploading and claims sharing from the BrownGreer database maintained 

by certain of the attorneys for the individual Fire Claimants. 

17. Below is a breakdown of the total number of claims that were filed before the Bar Date: 

Vehicle Claims Received 

Online (via the Case Websites / 17,210 

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Vehicle Claims Received 

Court Website) 

Mail 7,752 

In Person at Claim Centers 19,204 

BrownGreer 41,604 

Total 85,770 

18. Based on my experience, the 85,000 claims filed in these Chapter 11 Cases exceeds the 

absolute number of claims filed in most recent, high-profile bankruptcies including other chapter 11 

cases involving mass torts. For example: 

 Takata’s chapter 11 cases, In re TK Holdings Inc., No. 17-11375 (BLS) 

(Bankr. D. Del. 2017), had 58,257 claims filed, despite mailing 88 million 

notices directly to claimants. 

 Lehman Brothers’ chapter 11 cases, In re Lehman Bros. Holdings Inc., Case 

No. 08-13555 (SCC) (Bankr. S.D.N.Y.), had 68,263 claims filed, despite 

being the largest chapter 11 case in history and having a global creditor 

base. 

 General Motors’ chapter 11 cases, In re Motors Liquidation Co., Case No. 

09-50026 (REG) (Bankr. S.D.N.Y.), had approximately 71,000 claims filed. 

 Toys ‘R’ Us’ chapter 11 cases, In re Toys “R” Us, Inc. Case No. 17-34665 

(KLP) (Bankr. E.D. Va.), had 22,924 claims filed. 

 RadioShack’s chapter 11 cases, In re RS Legacy Corp., Case No. 15-10197 

(BLS) (Bankr. D. Del.), had 19,121 claims filed. 

 PG&E’s 2001 chapter 11 case, In re Pacific Gas & Elec. Co., Case No. 01-

30923 (DM) (Bankr. N.D. Cal.), had approximately 13,500 claims filed. 

 Residential Capital’s (ResCap) chapter 11 cases, In re Residential Capital, 

LLC, Case No. 12-12020 (MG) (Bankr. S.D.N.Y.), had 7,500 claims filed. 

 Washington Mutual’s chapter 11 cases, In re Washington Mutual, Inc., Case 

No. 08-12229 (MFW) (Bankr. D. Del.) had 4,100 claims filed. 

III. CONCLUSION 

19. The Noticing Procedures in these Chapter 11 Cases, as implemented, have exceeded 

projected and anticipated results contemplated when they were approved on July 1, 2019, achieving a 

broad reach that is virtually unmatched in my experience in chapter 11 cases. 

 

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Pursuant to 28 U.S.C. § 1746, I declare under the penalty of perjury, that the foregoing is true 

and correct to the best of my knowledge, information, and belief. 

Dated: November 11, 2019 

New York, New York

Benjamin P.D. Schrag 

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