Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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 

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) 

ORDER PURSUANT TO 11 U.S.C. §§ 363(b) AND 

105(a) AND FED. R. BANKR. P. 6004 AND 9019 

(I) AUTHORIZING THE DEBTORS TO ENTER 

INTO RESTRUCTURING SUPPORT AGREEMENT 

WITH THE CONSENTING SUBROGATION 

CLAIMHOLDERS, (II) APPROVING THE TERMS 

OF SETTLEMENT WITH SUCH CONSENTING 

SUBROGATION CLAIMHOLDERS, INCLUDING 

THE ALLOWED SUBROGATION CLAIM 

AMOUNT, AND (III) GRANTING RELATED 

RELIEF

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). 

Signed and Filed: December 19, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

December 19, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 5173 Filed: 12/19/19 Entered: 12/19/19 14:24:51 Page 1 of

5
 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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

Upon the Motion, dated September 24, 2019 [Docket No. 3992] (the “Motion”),1 of 

PG&E Corporation and Pacific Gas and Electric Company, as debtors and debtors in possession 

(together, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 

Cases”), pursuant to sections 363(b) and 105(a) of title 11 of the United States Code (the “Bankruptcy 

Code”) and Rules 6004 and 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), for entry of an order (i) authorizing the Debtors to enter into that certain Restructuring Support 

Agreement, dated as of September 22, 2019 (the “RSA”), among the Debtors and the Consenting 

Creditors parties thereto, (ii) approving the terms of the Subrogation Claims Settlement, including 

approval of the Allowed Subrogation Claim Amount and the payment of certain fees and expenses of 

the Ad Hoc Professionals as set forth below, and (iii) granting related relief, all as more fully set forth 

in the Motion; and this Court having jurisdiction to consider the Motion and the relief requested therein 

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); and 

consideration of the Motion 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 this 

Court having found and determined that notice of the Motion 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 Motion and the Wells Declaration; and various objections and joinders to 

objections having been filed with respect to the relief requested in the Motion, including, without 

limitation, the objections found at Docket Nos. 4220, 4231, 4232, 4236, 4237, 4239, 4241, 4377, 4629, 

4637, 4640, 4643, 4657, 4710, and 4955 (the “Objections”); and the Debtors and the Consenting 

Creditors having amended and restated the RSA on November 1, 2019 to, among other things, resolve 

certain issues raised in the Objections [Docket No. 4554] (as thereafter further amended on November 

13, 2019 [Docket No. 4711], November 18, 2019 [Docket No. 4806], December 6, 2019 [Docket No. 

5011], December 10, 2019 [Docket No. 5063], December 16, 2019 [Docket No. 5122], and December 

18, 2019 [Docket No. 5160], and as shall be modified as provided in Docket No. 4921, and as may be 

1

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

in the Motion. 

Case: 19-30088 Doc# 5173 Filed: 12/19/19 Entered: 12/19/19 14:24:51 Page 2 of

5
 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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

further amended, modified, or supplemented from time to time in accordance with its terms, the 

“Amended and Restated RSA”); and the Court having held hearings on October 23, 2019 and 

December 4, 2019 to consider the relief requested in the Motion; and this Court having determined that 

the legal and factual bases set forth in the Motion establish just cause for the relief granted herein for 

the reasons set forth on the record of the hearing held before the Court on December 17, 2019 (the 

“December 17 Hearing”); and it appearing that the relief requested in the Motion represents a sound 

exercise of the Debtors’ business judgment and is in the best interests of the Debtors, their estates, 

creditors, shareholders, and all parties in interest; and upon the record of all of the proceedings had 

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

IT IS HEREBY ORDERED THAT:

1. The Motion is granted as provided herein and any Objections that remain outstanding or 

unresolved are hereby overruled for the reasons set forth on the record of the December 17 Hearing. 

2. The Amended and Restated RSA, including the Subrogation Claims Settlement 

encompassed therein, represents a valid exercise of the Debtors’ business judgment and, pursuant to 

sections 363(b) and 105(a) of the Bankruptcy Code, is hereby approved in its entirety. 

3. The Debtors are authorized to enter into and perform under the Amended and Restated 

RSA, including the Subrogation Claims Settlement encompassed therein, and execute and deliver all 

instruments and documents and take any additional actions as are necessary or appropriate to implement 

and effectuate the entry into and performance under the Amended and Restated RSA, including any 

transactions contemplated therein. 

4. Any material modifications or amendments to the Amended and Restated RSA shall be 

subject to this Court’s approval on not less than twenty-one (21) days’ notice, subject to the right of any 

Party to move for shortened notice. 

5. The failure to describe specifically or include any particular provision of the Amended 

and Restated RSA or related documents in the Motion or this Order shall not diminish or impair the 

effectiveness of such provision, it being the intent of this Court that the Amended and Restated RSA be 

approved in its entirety (including any exhibits or attachments thereto, except, for the avoidance of 

doubt, the Plan attached as Exhibit A to the Amended and Restated RSA). 

Case: 19-30088 Doc# 5173 Filed: 12/19/19 Entered: 12/19/19 14:24:51 Page 3 of

5
 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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

6. Pursuant to Bankruptcy Rule 9019, the Subrogation Claims Settlement is hereby 

approved, including, without limitation, (a) the Allowed Subrogation Claim Amount in the aggregate 

amount of $11 billion, and (b) the ongoing payment of professional fees and expenses of the Ad Hoc 

Professionals, in each case subject to, and in accordance with, the Amended and Restated RSA. 

7. The Subrogation Claims are hereby allowed in the aggregate amount of $11 billion. The 

allowance of the Subrogation Claims in the aggregate as set forth herein shall be binding in the Chapter 

11 Cases (including following conversion to cases under chapter 7 of the Bankruptcy Code or 

appointment of a chapter 7 or chapter 11 trustee) for all purposes including following termination or 

annulment of the Amended and Restated RSA, except as expressly set forth in the Amended and 

Restated RSA. 

8. The Debtors are authorized to pay the professional fees and expenses of Rothschild & 

Co US Inc., Kekst and Company Incorporated d/b/a Kekst CNC, and Wilson Public Affairs, in each case 

subject to, and in accordance with, the RSA without the necessity of filing formal fee 

applications. Solely with respect to fees and expenses for professional services rendered by Willkie 

Farr & Gallagher LLP and Diemer & Wei LLP, the Debtors are authorized to pay such fees and expenses 

ten (10) business after the receipt by the Debtors and the U.S. Trustee (the “Review Period”) of invoices 

therefor (the “Invoiced Fees”) and without the necessity of filing formal fee applications. The invoices 

for such Invoiced Fees shall include the number of hours billed and the aggregate expenses incurred by 

the applicable professional firm; provided, however, that any such invoice (i) may be limited and/or 

redacted to protect privileged, confidential, or proprietary information and (ii) shall not be required to 

contain individual time detail (provided that such invoice shall contain summary data regarding hours 

worked by each timekeeper for the applicable professional and such timekeepers’ hourly rates). The 

Debtors and the U.S. Trustee may object to any portion of the Invoiced Fees (the “Disputed Invoiced 

Fees”) within the Review Period by filing with the Court a motion or other pleading, on at least ten 

days’ prior written notice (but no more than 30 days’ notice) of any hearing on such motion or other 

pleading, setting forth the specific objections to the Disputed Invoiced Fees in reasonable narrative detail 

and the bases for such objections; provided that the Debtors shall pay all amounts that are not subject of 

Case: 19-30088 Doc# 5173 Filed: 12/19/19 Entered: 12/19/19 14:24:51 Page 4 of

5
 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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

such objection upon the expiration of the Review Period and shall pay the balance following resolution 

of any such objection or upon an order of the Bankruptcy Court. 

9. For the avoidance of doubt, the definition of Subrogation Claims as defined in the 

Amended and Restated RSA shall not include the claims of any Governmental Unit (as defined in section 

101(27) of the Bankruptcy Code) and any such claims shall not be the subject of, or compromised under, 

the Subrogation Claims Settlement or the Amended and Restated RSA. 

10. Notwithstanding the provisions of Bankruptcy Rule 6004(h) or otherwise, this Order 

shall be immediately effective and enforceable upon its entry. 

11. The Debtors are authorized to take all necessary actions to effectuate the relief granted 

pursuant to this Order in accordance with the Motion. 

12. This Court retains exclusive 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# 5173 Filed: 12/19/19 Entered: 12/19/19 14:24:51 Page 5 of

5