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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

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019

Tel: 212 474 1000 

Fax: 212 474 3700 

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) 

EX PARTE APPLICATION FOR ORDER 

PURSUANT TO L.B.R. 9013-1(c) 

AUTHORIZING OVERSIZE BRIEFING FOR 

DEBTORS’ MOTION FOR ENTRY OF 

ORDERS (I) APPROVING TERMS OF, AND 

DEBTORS’ ENTRY INTO AND 

PERFORMANCE UNDER, EXIT FINANCING 

COMMITMENT LETTERS AND (II) 

AUTHORIZING INCURRENCE, PAYMENT 

AND ALLOWANCE OF RELATED FEES 

AND/OR PREMIUMS, INDEMNITIES, 

COSTS AND EXPENSES AS 

ADMINISTRATIVE EXPENSE CLAIMS 

[No hearing requested] 

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). 

Case: 19-30088 Doc# 4450 Filed: 10/23/19 Entered: 10/23/19 20:30:32 Page 1 of

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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”), hereby submit this Ex Parte

Application (the “Application”), pursuant to Rule 9013-1(c) of the Bankruptcy Local Rules for the 

United States District Court for the Northern District of California (the “Bankruptcy Local 

Rules”), for an order authorizing the Debtors to file an oversize brief in connection with the 

Debtors’ Motion for Entry of Orders (i) Approving Terms of, and Debtors’ Entry into and 

Performance Under, Exit Financing Commitment Letters and (ii) Authorizing Incurrence, Payment 

and Allowance of Related Fees and/or Premiums, Indemnities, Costs and Expenses as 

Administrative Expense Claims (the “Motion”)1, which the Debtors filed on the date hereof. 

MEMORANDUM OF POINTS AND AUTHORITIES 

I. JURISDICTION 

The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 

1334, the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General 

Order 24 (N.D. Cal.), and Bankruptcy Local Rule 5011-1(a). This is a core proceeding pursuant to 

28 U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

II. BACKGROUND 

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court 

voluntary cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their 

businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 

1108 of the Bankruptcy Code. The Debtors’ Chapter 11 Cases are being jointly administered for 

procedural purposes only pursuant to Bankruptcy Rule 1015(b). 

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, 

the U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants 

Committee”). 

1

 Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion. 

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Additional information regarding the circumstances leading to the commencement 

of the Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is 

set forth in the Amended Declaration of Jason P. Wells in Support of the First Day Motions and 

Related Relief [Docket No. 263]. 

On September 9, 2019, the Debtors filed their initial Joint Chapter 11 Plan of Reorganization 

[Docket No. 3841] (as amended, supplemented or otherwise modified from time to time, the “Plan”). 

The Plan, which was subsequently amended to reflect an $11 billion settlement with holders of 

subrogation claims [Docket No. 3966], is designed to (a) pay all prepetition wildfire claims in full, (b) 

achieve a rate-neutral solution, on average, for customers, (c) meet the June 30, 2020 deadline for Plan 

confirmation established by California Assembly Bill 1054 (“AB 1054”), (d) obtain all necessary 

regulatory approvals, (e) support California’s clean energy goals and (f) ensure that the reorganized 

Debtors have sufficient liquidity upon emergence to continue providing safe, clean and reliable 

electricity and natural gas to California residents. 

In order to satisfy those objectives, the Debtors must have sufficient financing to consummate 

the Plan. The Plan contemplates multiple sources of funding, the foundations of which are the issuance 

of $14 billion in reorganized PG&E Corp. common stock (“New PG&E Corp. Common Stock”), to 

be used to fund payments under the Plan to wildfire victims, and the incurrence of $34.35 billion in 

senior debt obligations (the “New Debt”), to, among other things, refinance pre-petition high-coupon 

Utility bonds and fund the payment in full, in cash, of the Debtors’ obligations under their debtor-inpossession financing facilities. 

Given the importance of such financing, the Debtors, in the exercise of their business judgment, 

have obtained equity and debt financing commitments to provide assurances that they will have access 

to sufficient capital on the effective date of the Plan. Under the equity commitment letters entered 

into by PG&E Corp. on September 30, 2019 (each in substantially the form attached to the Motion as 

Exhibit C, the “Equity Backstop Commitment Letters”), the parties identified on Exhibit D to the 

Motion (the “Equity Backstop Parties”) have severally committed to purchase up to $14 billion in 

shares of New PG&E Corp. Common Stock on the Effective Date. Under the bridge commitment 

letters entered into by PG&E Corp. and the Utility on October 11, 2019 (the “Bridge Commitment 

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Letters”)2, certain money center banks (the “Initial Bridge Commitment Parties”) have agreed to 

backstop the New Debt incurrences contemplated by the Plan. In addition, the Debtors have entered 

into fee letters (the “Bridge Fee Letters”), which provide for the payment of certain fees associated 

with the Bridge Commitment Letters, and engagement letters (the “Debt Financing Engagement 

Letters”)3, which engage the same banks to arrange the New Debt. The Debtors anticipate effecting 

the equity and debt issuances contemplated by the Plan through market transactions in order to obtain 

the most favorable pricing and other terms. However, the Debtors have obtained the “backstop” 

commitments for the sake of certainty that sufficient funds will be available on the Effective Date even 

if market conditions deteriorate. 

The Exit Financing Commitment Letters benefit the estates by providing assurances of 

the Debtors’ ability to fund the distributions contemplated by the Plan and the Debtors’ emergence 

from the Chapter 11 Cases. By the Motion, the Debtors seek approval of the terms of these Exit 

Financing Commitment Letters and authority to incur the obligations set forth therein. 

III. OVERSIZE BRIEFING FOR THE MOTION IS WARRANTED 

Bankruptcy Local Rule 9013-1(c) provides that, “[u]nless the Court expressly orders 

otherwise, the initial and response memoranda of points and authorities shall not exceed 25 pages of 

text, and reply memorandum shall not exceed 15 pages of text.” B.L.R. 9013-1(c). 

The Debtors submit that sufficient cause exists for the Court to allow oversize briefing 

for the Motion. The Motion seeks essential relief that, if granted, would facilitate the Debtors’ Plan 

of Reorganization. The Equity Backstop Commitment Letters and the Bridge Commitment Letters 

are included as exhibits to the Motion, but the Debtors included a summary of certain of their key 

terms and provisions in the body of the Motion itself for ease of reference and clarity. This summary 

2

 The Bridge Commitment Letters entered into by PG&E Corp. and the Utility are attached to 

the Motion as Exhibit E and Exhibit F, respectively. 

3

 The Debt Financing Engagement Letters, the Bridge Commitment Letters and the Bridge Fee 

Letters are referred to in this Application as the “Debt Financing Commitment Letters” and, 

together with the Equity Backstop Commitment Letters, are referred to in this Application as the 

“Exit Financing Commitment Letters”. 

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causes the memoranda of points and authorities to exceed 25 pages of text. The documents themselves 

are complex, and the Debtors submit that the summary describing the key terms of the Exit Financing 

Commitment Letters contained in the body of the Motion is necessary to adequately inform the Court 

and parties in interest of the relief requested in the Motion. 

Accordingly, the Debtors believe it is appropriate to request authority for the Motion 

to exceed the 25 pages allowed under Bankruptcy Local Rule 9013-1(c). 

IV. NOTICE 

Notice of this Application will be provided to (i) the Office of the United States Trustee 

for Region 17 (Attn: Andrew R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors 

Committee; (iii) counsel to the Tort Claimants Committee; (iv) the Securities and Exchange 

Commission; (v) the Internal Revenue Service; (vi) the Office of the California Attorney General; (vii) 

the California Public Utilities Commission; (viii) the Nuclear Regulatory Commission; (ix) the Federal 

Energy Regulatory Commission; (x) the Office of the United States Attorney for the Northern District 

of California; (xi) counsel for the agent under the Debtors’ debtor in possession financing facility; (xii) 

counsel for the Equity Backstop Parties; (xiii) counsel for the Initial Bridge Commitment Parties; and 

(xiv) those persons who have formally appeared in these Chapter 11 Cases and requested service 

pursuant to Bankruptcy Rule 2002. The Debtors respectfully submit that no further notice is required. 

No previous request for the relief sought herein has been made by the Debtors to this 

or any other court. 

[Signature on next page] 

 

Case: 19-30088 Doc# 4450 Filed: 10/23/19 Entered: 10/23/19 20:30:32 Page 5 of

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WHEREFORE, the Debtors respectfully request entry of an order authorizing the 

Debtors to file the Motion to exceed 25 pages, but not to exceed 35 pages (exclusive of any schedules 

or exhibits thereto and/or any declarations filed in connection therewith), and such other and further 

relief as the Court may deem just and appropriate. 

Dated: October 23, 2019 

 WEIL, GOTSHAL & MANGES LLP 

 CRAVATH, SWAINE & MOORE LLP 

 KELLER & BENVENUTTI LLP

 /s/ Paul H. Zumbro

 Paul H. Zumbro 

Attorneys for Debtors and Debtors in Possession

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