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AKIN GUMP STRAUSS HAUER & FELD LLP 

Michael S. Stamer (pro hac vice) 

Ira S. Dizengoff (pro hac vice) 

David H. Botter (pro hac vice) 

Abid Qureshi (pro hac vice) 

One Bryant Park 

New York, New York 10036 

Telephone: (212) 872-1000 

Facsimile: (212) 872-1002 

Email: mstamer@akingump.com 

 idizengoff@akingump.com 

 dbotter@akingump.com 

 aqureshi@akingump.com 

AKIN GUMP STRAUSS HAUER & FELD LLP 

Ashley Vinson Crawford (SBN 257246) 

580 California Street 

Suite 1500 

San Francisco, CA 94104 

Telephone: (415) 765-9500 

Facsimile: (415) 765-9501 

Email: avcrawford@akingump.com 

 

Counsel to the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

-andPACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

NOTICE OF FILING OF TRANSCRIPT 

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# 5154 Filed: 12/17/19 Entered: 12/17/19 16:17:38 Page 1 of

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PLEASE TAKE NOTICE that attached hereto as Exhibit A is a copy of the transcript of the 

December 17, 2019 status conference in the estimation proceeding before the Honorable James Donato, 

United States District Court for the Northern District of California, No. 19-5257 (JD). 

Dated: December 17, 2019 AKIN GUMP STRAUSS HAUER & FELD LLP 

By: /s/ Ashley Vinson Crawford 

Ashley Vinson Crawford (SBN 257246) 

David H. Botter (pro hac vice) 

Michael S. Stamer (pro hac vice) 

Ira S. Dizengoff (pro hac vice) 

Abid Qureshi (pro hac vice) 

Counsel to the Ad Hoc Committee of Senior 

Unsecured Noteholders of Pacific Gas and Electric 

Company 

Case: 19-30088 Doc# 5154 Filed: 12/17/19 Entered: 12/17/19 16:17:38 Page 2 of

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Exhibit A 

Transcript 

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 Debra L. Pas, CSR, RPR, RMR, CRR

 Official Reporter - U.S. District Court - San Francisco

 (415) 431-1477

 Pages 1 - 12 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

BEFORE THE HONORABLE JAMES DONATO 

IN RE: PG&E CORPORATION and ) 

PACIFIC GAS AND ELECTRIC ) No. 19-5257 JD

COMPANY, ) 

 ) San Francisco, California 

 Debtors. ) Tuesday 

 ) December 17, 2019

 ) 1:00 p.m. 

TRANSCRIPT OF PROCEEDINGS

APPEARANCES: 

For Creditor Committee, Official Committee of Tort Claimants: 

 BAKER & HOSTETLER LLP 

 Levi's Plaza 

 1160 Battery Street East 

 Suite 100

 San Francisco, California 94111 

 BY: ROBERT A. JULIAN, ESQ.

 KIMBERLY S. MORRIS, ESQ.

For Ad Hoc Group of Subrogation Claim Holders : 

 WILLKIE, FARR & GALLAGHER LLP 

 878 Seventh Avenue 

 New York, New York 10019 

 BY: BENJAMIN P. McCALLEN, ESQ.

For Creditor California State Agencies:

 FELDERSTEIN, FITZGERALD, WILLOUGHBY 

 PASCUZZI & RIOS LLP 

 500 Capitol Mall 

 Suite 2250

 Sacramento, California 95814 

 BY: PAUL J. PASCUZZI, ESQ.

 

(APPEARANCES CONTINUED ON FOLLOWING PAGE) 

Reported By: Debra L. Pas, CSR 11916 Reported By: Debra L. Pas, CSR 11916, CRR, RMR, RPR CRR, RMR, RPR

 Official Reporter - US District Court

 Computerized Transcription By Eclipse

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 (415) 431-1477

APPEARANCES: (CONTINUED)

For Creditor Committee, Official Committee of Unsecured 

Creditors:

 MILBANK, TWEED, HADLEY & MCCLOY LLP 

 1850 K Street, N.W. 

 Suite 100

 Washington, D.C. 20006 

 BY: ANDREW LEBLANC, ESQ.

For Ad Hoc Bondholder Committee:

 AKIN, GUMP, STRAUSS, HAUER 

 & FELD LLP 

 580 California Street 

 San Francisco, California 94104 

 BY: ASHLEY VINSON CRAWFORD, ESQ.

 AKIN, GUMP, STRAUSS, HAUER 

 & FELD LLP 

 One Bryant Park 

 New York, New York 10036 

 BY: ABID QURESHI, ESQ.

 

For Debtor-in-Possession PG&E Corporation:

 CRAVATH, SWAINE & MOORE LLP 

 825 Eighth Avenue 

 New York, New York 10019 

 BY: KEVIN ORSINI, ESQ.

_ _ _ 

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 Official Reporter - U.S. District Court - San Francisco

 (415) 431-1477

Tuesday - December 17, 2019 1:01 p.m.

P R O C E E D I N G S

THE CLERK: Calling Civil 19-5257, In Re PG&E

Corporation and Pacific Gas and Electric.

Counsel.

MR. JULIAN: Good afternoon, your Honor. Robert

Julian and Kim Morris for Baker Hostetler appearing on behalf

of the Tort Committee.

MR. McCALLEN: Good afternoon, Your Honor. Benjamin

McCallen, Willkie, Farr and Gallagher, on behalf of the Ad Hoc

Subrogation Group.

MR. ORSINI: Good afternoon, Your Honor. Kevin

Orsini, Cravath, Swaine and Moore, for PG&E.

THE COURT: Okay. Who is going to come up for the

claimants?

Mr. Julian? All right. What's the latest?

MR. ORSINI: So I can begin, Your Honor. Kevin

Orsini for the debtors.

We have made tremendous progress in these bankruptcy

cases. At this point we now have proposed settlement

agreements with all three categories of wildfire claimants.

We had previously had agreements with the public entity

plaintiffs and the subrogation insurers.

As Your Honor is aware, we have now entered into a

restructuring support agreement with the Official Committee for

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Tort Claimants, who Mr. Julian represents, as well as attorneys

who represent at least 70 percent of the actual wildfire

claimants. 

That settlement that is before Judge Montali -- and we're

actually in a pause in his proceedings today to come up here

and talk to Your Honor. The settlement before Judge Montali,

if approved, would provide for the creation of a trust in the

amount of 13-and-a-half billion dollars to provide for the

resolution of all of the wildfire claims of the individuals and

various other entities that had not previously been settled in

these bankruptcies.

If that settlement is approved and we move forward towards

confirmation, we will no longer need to have the estimation

proceedings before Your Honor that have been scheduled. We

will have effectively stipulated to an estimated amount that

will go into the trust to satisfy these claims.

And accordingly, as Your Honor knows, we have requested a

stay of those estimation proceedings while we worked through

the approval of the settlement that's before Judge Montali.

We have also in the meantime gotten a two-week continuance

of the state court jury trial on the Tubbs fire litigation,

again, to allow us to resolve all of these issues.

In the event that Judge Montali does approve the proposed

settlement agreement with the TCC and the wildfire lawyers, we

will also enter into settlement agreements with the preference

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plaintiffs that are in the Tubbs case before the state court,

and so that will resolve that trial as well.

So where we are right now, Your Honor, is there were a

couple of issues on calendar before Judge Montali this morning.

We have not yet gotten through all of the argument with respect

to the proposed settlement.

Judge Montali has indicated that he expects to issue oral

rulings today on both the proposed settlement agreement with

the Tort Claimants Committee and the wildfire victims

attorneys, as well as the previously submitted settlement with

the subrogation plaintiffs.

So at this point, Your Honor, particularly given that if

those settlements are approved, both are approved, we will not

need to proceed with the estimation proceedings. We would ask

that the Court extend the stay that's currently in place, that

I think technically expires today, extend that stay pending

Judge Montali's orders on the two settlements.

If Judge Montali approves both of those, as we hope and

expect he will, then we can permanently take the estimation

proceedings off calendar. If he doesn't, we can come back and

figure out the path forward.

THE COURT: Mr. Julian?

MR. JULIAN: He is correct, Your Honor, with one

qualification; that the $13.5 billion pot actually has an

additional assignment of several causes of action to the trust

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to litigate on behalf of the fire victims. But that's the pot

and that's the settlement.

THE COURT: Well, what about the Government

claimants, FEMA and state?

MR. ORSINI: So the FEMA and state claims will be

part of the trust that's being created as part of the

settlement. They were not signatories to that settlement

agreement. They have presented certain objections to the

settlement, very specific provisions of the settlement that

will be addressed by Judge Montali, and I expect will be argued

later today.

But to the extent that the RSA is approved, what it will

do is create this trust to which all claims that are not

subrogation claims or the settled public entity claims will be

funneled, and whatever their ultimate recovery will be will be

determined by the trustee post confirmation of a plan of

reorganization.

THE COURT: Well, I'm just wondering. I don't think

there's anything left here either way. Planning gets approved,

you're done -- I mean, the settlement gets approved, you're

done. Settlement is not approved, you have effectively

estimated the loss at 13.5 billion. So what else is there to

do?

MR. JULIAN: That's the way we would view it.

MR. ORSINI: I think that's sounds about where we are

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going to come out, Your Honor, and I expect --

THE COURT: In essence, you've stipulated -- the tort

claimants have stipulated that the value of their claims is

13.5 billion.

MR. JULIAN: Your Honor, the tort claimants have

settled the estimation proceeding for 13.5 billion, plus an

assignment of the causes of action.

They have not agreed that that is a perfect valuation, but

for purposes of AB-1054 we believe --

THE COURT: But as an estimate.

MR. JULIAN: -- that's a fair settlement.

THE COURT: An estimate you can live with.

MR. JULIAN: It's an estimate we can certainly live

with and is important to live with, Your Honor.

And one qualification. If the plan were not to be

confirmed, the outside chance that the plan would not be

confirmed in several months, we would be back here. However,

I anticipate that this plan would be confirmed.

THE COURT: Why would you be back here?

MR. JULIAN: Your Honor, if the plan is not

confirmed, I think the debtor is going to argue we don't have

our 13.5. I would argue we do have our 13.5. It's a

"depends." It depends on what the subro claimants argue.

Essentially for our purposes here, Your Honor, I think

this estimation proceeding should be taken off calendar, and

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Mr. Orsini and I would submit a stip and order once we have the

approval from Judge Montali, if, indeed, that happens today.

MR. ORSINI: Just from the debtor's perspective, Your

Honor.

I could foresee some hypothetical situations in which we

would have to be back here to figure out whether the number is

13.5 or something lower than that, if things play out in a

variety of ways that we can't even begin to foresee right now.

I think where we are right now, it makes all the sense in

the world for us to take the proceeding --

THE COURT: But PG&E has already agreed that the

value of the outstanding claims is roughly 13.5 billion.

MR. ORSINI: PG&E has agreed that --

THE COURT: Why would you be coming back to tell me

it's a different number?

MR. ORSINI: Well, Your Honor, we have agreed as part

of the settlement that 13.5 is a reasonable resolution of these

claims, as have other constituents in the bankruptcy.

In the event that this settlement did not get approved or

in a hypothetical scenario where potentially the subrogation

settlement didn't get approved or there were other confirmation

issues that arose, there could be circumstances in which the

parties would have to come back and argue to Your Honor what we

thought the claims were actually worth in the litigated outcome

as opposed to a settled outcome.

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Again, these are hypotheticals --

THE COURT: Mr. Orsini, we started this estimation

process by looking at other settlements and inferring from

those other settlements what the value would be here.

Now we have the gold standard. You have actually settled.

So I don't have to even infer. You've put -- you've put the

ink on the paper and you have said it's 13.5 billion.

I just can't imagine that you would ever be allowed to

revisit that. Maybe we don't have to get into it, but, you

know, whether -- settlement or not, you have both estimated the

value to be 13.5 billion. So that figure is here.

I mean --

MR. JULIAN: That's why we think we're done, Your

Honor.

THE COURT: Okay. All right. Well, is there any

reason just not to close up shop and send you on our way to --

what floor is the Bankruptcy Court on?

MR. JULIAN: 16.

MR. ORSINI: 16, Your Honor.

THE COURT: 16, yes. I should know that.

MR. ORSINI: I don't believe there is any reason not

to do that.

Again, I don't think we need to get into this today. And

I hope that we'll never have to need to get into this, but we

have agreed to the 13-1/2 as part of the comprehensive

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settlement. If that settlement weren't approved, that could

lead to circumstances where we would have to discuss what the

remedy is. Because it's not just the number, there are other

provisions related to it as well.

Again, these are hypotheticals that I think everyone in

this courtroom hopefully never has to talk about again.

THE COURT: So if we close now, February is off the

books. I'm going to restore my MDL trial, and I will not have

you in by June 30th. You understand that. That's -- I mean,

if you want me -- if you want to turn off the lights, they are

going to go all the way off. Okay? Is that what you want to

do?

MR. ORSINI: What I would propose, Your Honor, is we

keep the stay in place through at least the end of this week.

I expect we will get -- as Judge Montali has indicated, he

expects to give an oral ruling today on both RSAs. That should

then permit Mr. Julian and I to prepare a stipulation that we

can present to you tomorrow that would allow you to take -- if

Judge Montali approves the settlement, to take everything off

calendar.

THE COURT: All right.

MR. JULIAN: I that that's the safest way to go.

THE COURT: All right.

MR. JULIAN: But I agree with all your other

comments. They've agreed, so...

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THE COURT: You probably would have an easy argument

if that ever came, but we'll see.

All right. So I'll continue the stay until Friday the

20th. Just let me know as soon as you can. All right?

And everything else is done. No FEMA. No Butte County.

No subrogation.

MR. ORSINI: That's right, Your Honor. This resolves

everything.

THE COURT: Anybody here want to disagree with that?

MR. McCALLEN: Benjamin McCallen, Willkie Farr and

Gallagher, on behalf of the Ad Hoc Subrogation Group.

Just for the record, Your Honor, we're in agreement with

everything that Mr. Orsini and Mr. Julian said about the status

of the case and what makes sense going forward.

THE COURT: Okay.

MR. McCALLEN: Thank you.

THE COURT: Just out of curiosity, because I had this

other case, if the Governor has not approved the deal, what

happens to AB-1054 participation for PG&E?

MR. ORSINI: So the Governor's counsel spoke this

morning in Judge Montali's court, and I don't want to try to

summarize what she said, but I think the take-away at a high

level from Judge Montali's perspective was the approval of this

settlement will not ultimately determine whether the plan of

reorganization that's presented for confirmation does or does

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not comply with AB-1054. That's going to be something that

will have to be addressed by Judge Montali and by the CPUC as

part of the continued reorganization proceedings.

It's our full expectation that the plan of reorganization

will satisfy AB-1054. In fact, we think our current plan does.

The Governor has a different view of that. And we are going to

work together to make sure that we have a plan that satisfies

AB-1054, because that's a critical part of this company getting

out of bankruptcy.

THE COURT: Okay. All right. We'll hang fire until

the 20th and you'll let me know what happens.

Okay. Thank you.

(Proceedings adjourned.)

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CERTIFICATE OF OFFICIAL REPORTER

I certify that the foregoing is a correct transcript from

the record of proceedings in the above-entitled matter. 

 __________________________________

Debra L. Pas, CSR 11916, CRR, RMR, RPR 

 Tuesday, December 17, 2019 

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