44553.00001

ANDREW M. LEBLANC 

Partner 

1850 K Street, NW, Suite 1100 | Washington, DC 20006 

T: 202.835.7574 

aleblanc@milbank.com | milbank.com 

December 3, 2019 

VIA ECF 

Honorable Dennis Montali 

United States Bankruptcy Court 

Northern District of California 

450 Golden Gate Avenue, 16th Floor 

San Francisco, CA 94102 

Re: In re PG&E Corporation, Case No. 19-30088 (DM) (Jointly Administered) 

Dear Judge Montali: 

I write on behalf of the Official Committee of Unsecured Creditors (the “Creditors’ 

Committee”) of PG&E Corporation and its affiliated debtors (collectively, the “Debtors”) 

regarding the need for a continuance of the December 17, 2019 hearing on 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”) [Docket No. 4446] and a corresponding extension of time to respond to 

that Motion. The continuance is required because of the Debtors’ ongoing failure to produce 

documents in response to discovery requests of the Creditors’ Committee, the Official 

Committee of Tort Claimants (the “TCC”), and the Ad Hoc Committee of Unsecured Creditors 

(the “AHC,” collectively, the “Requesting Parties”). 

The Debtors filed their Motion on Wednesday, October 23, 2019, and set it for hearing on 

November 13, 2019. The Motion sought approval of Exit Financing Commitment Letters1

sufficient to consummate the Debtors’ plan of reorganization. The Requesting Parties served 

document requests and deposition notices focused on the negotiation of the terms of the Exit 

Financing Commitment Letters and fees, and what consideration, if any, was given to the present 

 

1

 Capitalized terms not defined herein shall have the meanings ascribed to them in the 

Motion. 

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uncertainties that might trigger a Termination Event, such as the joint plan of reorganization filed 

by the TCC/AHC, or ongoing or future fires in the Debtors’ service areas. The document 

requests were “continuing” in nature, requiring supplemental document productions as 

appropriate. 

 On November 4, 2019, the Requesting Parties wrote to the Court with concerns 

regarding, among other things, the Debtors’ dilatory responses to this discovery and whether it 

made sense for the hearing to proceed on November 13.2 In response, the Court issued a docket 

text order stating, among other things, that “[i]f the Debtors are unwilling to continue the Exit 

Financing Motion” it may unilaterally extend certain response deadlines. See Docket Text 

Order, Nov. 5, 2019. The Debtors continued the hearing to December 17, 2019 and the objection 

deadline to December 10, 2019. 

On November 18, 2019 the Debtors filed a Form 8-K with the SEC that changed the 

landscape of the proposed financing and, as a result, the Motion. The Debtors disclosed that they 

had entered into new exit financing commitments (the “New Backstop Commitment Letters”) 

that materially changed the terms of the Financing Commitments sought to be approved by the 

Motion, including by increasing the amount of financing commitments secured and materially 

altering certain of the Termination Events.3

 None of the Creditors’ Committee, the TCC, nor the 

AHC had advance notice of these changes in circumstance, nor did the Debtors supplement their 

document production or file a motion for approval of the new relief. On November 20, 2019, the 

Requesting Parties served the Debtors with supplemental document requests and a notice for 

deposition pursuant to Federal Rule of Civil Procedure 30(b)(6). Through this discovery, the 

Requesting Parties sought to understand, among other things, why the Debtors believed these 

new commitments were necessary, why the Debtors sought increased financing commitments, 

and what prompted the changes to the Termination Events. On November 25, 2019, the Debtors 

served Responses and Objections to the supplemental requests, broadly objecting on the basis 

that the requests were premature because of, as Debtors’ counsel subsequently explained, 

“ongoing developments.” Debtors’ counsel provided no specifics on the nature of these ongoing 

developments. 

After multiple inquiries as to whether the Debtors intended to comply with the 

supplemental discovery, the Debtors represented that they will produce documents in response to 

 

2

 See Letter to Hon. Dennis Montali Regarding Exit Financing Discovery [Dkt. 4562] 

(Creditors’ Committee letter); Letter to Hon. Dennis Montali Regarding Exit Financing 

Discovery [Dkt. 4575] (TCC letter); Letter to Hon. Dennis Montali in Regards to Nov. 4, 

2019 Letter from Creditors’ Committee [Dkt. 4566] (AHC letter). 

 

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 The Debtors have not filed updated debt financing commitment letters, nor have they 

indicated if they plan to do so. The Bridge Facility Letters annexed as exhibits to the 

Motion are likely obsolete as they provided the lending parties a Termination Event if the 

commitments were not approved by the Court on or before November 20, 2019. 

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December 3, 2019 

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the supplemental requests and will present a witness for deposition on December 6, 2019. The 

Debtors did not specify when they would produce documents and have not made any 

productions. The delay in document production has a cascading effect—even if the Debtors 

were to produce documents in the near-term (and there is no indication they will do so), the 

Requesting Parties are already prejudiced in their ability to diligence the Motion (including its 

apparent modifications), meaningfully depose the Debtors’ 30(b)(6) witness, respond to the 

Motion by December 10, or prepare for a December 17 hearing. 

Because of these delays, none of which are of the Requesting Parties’ making, the 

Creditors’ Committee submits that an adjournment of the hearing on the Motion is necessary. 

Sincerely, 

/s/ Andrew M. Leblanc 

Andrew M. Leblanc 

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