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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

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,

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).

Bankruptcy Case No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

SUMMARY SHEET TO FIRST 

INTERIM FEE APPLICATION OF 

WEIL, GOTSHAL & MANGES LLP 

FOR ALLOWANCE AND PAYMENT OF 

COMPENSATION AND REIMBURSEMENT 

OF EXPENSES FOR THE PERIOD 

JANUARY 29, 2019 THROUGH AND 

INCLUDING APRIL 30, 2019

Date: September 25, 2019

Time: 9:30 a.m. (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Objection Deadline: August 5, 2019, at 

4:00 p.m. (Pacific Time)

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 1 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

General Information

Name of Applicant: Weil, Gotshal & Manges LLP (“Weil”)

Authorized to Provide 

Professional Services to:

Attorneys for Debtors and Debtors in Possession

Petition Date: January 29, 2019

Retention Date: April 9, 2019 nunc pro tunc to January 29, 2019

Prior Applications: None

Summary of Fees and Expenses Sought in this Application

Time Period Covered by this Application: January 29, 2019 through and including 

April 30, 2019 (the “Compensation Period”)1

Amount of Compensation Sought as Actual, 

Reasonable, and Necessary for the Compensation 

Period: 

$9,122,288.25

Amount of Expense Reimbursement Sought As 

Actual, Reasonable, and Necessary for the 

Compensation Period:

$335,824.67

Total Compensation and Expenses Requested for 

the Compensation Period: $9,458,122.92

Total Fees and Expenses Allowed Pursuant to Prior Applications

Total Allowed Compensation Paid to Date: N/A

Total Allowed Expenses Paid to Date: N/A

Total Allowed Compensation and Expenses Paid 

to Date 

N/A

Total Fees and Expenses Paid to Applicant Pursuant to Monthly Statements, but Not Yet Allowed

Compensation Sought in this Application Already 

Paid Pursuant to the Interim Compensation Order

but Not Yet Allowed (80% of Fees in February 

Monthly Statement):

$2,507,154.00

 1 Pursuant to the Interim Compensation Order (as defined below), the initial Compensation Period was 

to include the period from the Petition Date through and including May 31, 2019. As of the date hereof, 

however, Weil has not yet filed its Monthly Fee Statement (as defined in the Interim Compensation 

Order) for services rendered and reimbursement of expenses for the calendar month of May 2019. 

Accordingly, the Compensation Period for this Application includes only the period from the Petition 

Date through and including April 30, 2019, and any fees and expenses incurred by Weil for the month 

of May 2019 will be included in Weil’s next Interim Fee Application.

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 2 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Expenses Sought in this Application Already Paid 

Pursuant to the Interim Compensation Order but 

Not Yet Allowed (100% of Expenses in February 

Monthly Statement):

$113,433.45

Summary of Fees and Expenses Sought in this Application

Total Compensation and Expenses Sought in this 

Application Already Paid Pursuant to the Interim

Compensation Order but Not Yet Allowed: 

$2,620,587.45

Total Compensation and Expenses Sought in this 

Application Not Yet Paid:

$6,837,525.47

Summary of Rates and Other Related Information in this Application 

Blended Rate in this Application for All 

Attorneys: 

$966.99

Blended Rate in this Application for All 

Timekeepers:

$953.49

Number of Timekeepers Included in this 

Application: 

58 (52 attorneys; 6 paraprofessionals and other 

non-legal staff)

Number of Attorneys in this Application Not 

Included in Staffing Plan Approved by Client:

N/A

Difference Between Fees Budgeted and 

Compensation Sought for this Period:

The compensation sought is less than the 

aggregate fees budgeted for Weil in the 

debtor-in-possession financing budget for 

the Compensation Period. 

Number of Attorneys Billing Fewer than 15 

Hours to the Cases During the Compensation 

Period: 

9 attorneys

Increase in Rates: N/A

This is a(n): X Interim ____ Final Application

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 3 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

SUMMARY OF PRIOR MONTHLY FEE STATEMENTS

Date Filed 

and Dkt

No.

Period 

Covered

Total Compensation and 

Expenses Incurred for Period 

Covered

Total Amount Previously 

Requested with Prior Monthly 

Fee Statement

Total Amount Paid to Date

Holdback 

Fees 

Requested

Fees Expenses

Fees

(@ 80%)

Expenses

(@ 100%)

Fees

(@ 80%)

Expenses

(@ 100%)

Fees

(@20%)

04/16/19

Dkt No. 

1472

01/29/2019–

02/28/19 $3,133,942.50 $113,433.45 $2,507,154.00 $113,433.45 $2,507,154.00 $113,433.45 $626,788.50

06/05/19

Dkt No. 

2418

03/01/19–

03/31/19 $3,035,057.25 $109,952.64 $2,428,045.80 $109,952.64 $0.00 $0.00 $607,011.45

07/12/19

Dkt No. 

2954

04/01/19–

04/30/19 $2,953,288.50 $112,438.58 $2,362,630.60 $112,438.58 $0.00 $0.00 $590,657.90

Total: $9,122,288.25 $335,824.67 $7,297,830.40 $335,824.67 $2,507,154.00 $113,433.45 $1,824,457.85

Summary of Any Objections to Monthly Fee Statements: None.2

Compensation and Expenses Sought in this Application Not Yet Paid: $6,837,525.47

 2 The objection deadline with respect to Weil’s Third Monthly Fee Statement is August 1, 2019. If the 

deadline passes without objection, the Debtors will remit $2,362,630.60 in compensation for fees and 

$112,438.58 in reimbursement of expenses.

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 4 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

COMPENSATION BY PROFESSIONAL

JANUARY 29, 2019 THROUGH AND INCLUDING APRIL 30, 2019

The attorneys who rendered professional services in these Chapter 11 Cases during the 

Compensation Period are:

NAME OF 

PROFESSIONAL

(PARTNERS AND 

COUNSEL)

DEPARTMENT3 YEAR 

ADMITTED

HOURLY 

BILLING 

RATE

TOTAL 

HOURS

BILLED

TOTAL 

COMPENSATION

Karotkin, Stephen BFR 1977 $1,600.00 833.80 $1,186,640.00

Bond, W. Michael Corporate 1980 $1,600.00 117.80 $188,480.00

Goldring, Stuart J. Tax 1984 $1,600.00 156.10 $211,680.00

Radin, Stephen A. Litigation 1984 $1,450.00 7.30 $10,585.00

Slack, Richard W. Litigation 1987 $1,275.00 249.90 $302,812.50

Wessel, Paul J. Tax 1988 $1,600.00 50.70 $81,120.00

Pari, Joseph M. Tax 1988 $1,600.00 79.90 $127,840.00

Connolly, 

Annemargaret Corporate 1988 

(Massachusetts) $1,350.00 37.20 $50,220.00

Pappas, Nicholas J. Litigation 1989 $1,225.00 5.50 $6,737.50

Adams, Frank R. Corporate 1993 $1,425.00 90.10 $128,392.50

Tsekerides, 

Theodore E. Litigation 1994 $1,150.00 197.60 $222,927.50

Heyliger, Adelaja K. Corporate 1998 $1,100.00 10.30 $11,330.00

Singh, David R. Litigation 2004 $1,125.00 272.40 $306,450.00

Friedmann, Jared R. Litigation 2004 $1,125.00 5.50 $6,187.50

Liou, Jessica BFR 2009 $1,075.00 606.80 $603,773.75

Shulzhenko, 

Oleksandr (Counsel) Corporate 2000 $1,050.00 15.90 $16,695.00

Morton, Matthew D. 

(Counsel) Litigation 2001 $1,050.00 18.30 $19,215.00

Kim, Dawn 

(Counsel) Corporate 2003 $1,050.00 3.90 $4,095.00

Goslin, Thomas 

(Counsel) Corporate 2003 $1,050.00 119.90 $125,895.00

Goren, Matthew 

(Counsel) BFR 2007 $1,075.00 798.70 $818,370.50

Total: 3,677.60 $4,429,446.75

 3 BFR – Business Finance & Restructuring

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 5 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

NAME OF 

PROFESSIONAL

(ASSOCIATES)

DEPARTMENT4 YEAR 

ADMITTED

HOURLY 

BILLING RATE

TOTAL 

HOURS

BILLED

TOTAL 

COMPENSATION

Friedman, Julie T. BFR 2003 $600.00 61.90 $37,140.00

Byrne, Peter M. Corporate 2007 $995.00 140.60 $139,897.00

Zubkis, David BFR 2008 $950.00 58.50 $55,575.00

Seales, Jannelle 

Marie Corporate 2009 $995.00 56.40 $56,118.00

Tran, Hong-An 

Nguyen Litigation 2009 $995.00 437.00 $434,815.00

Kramer, Kevin Litigation 2010 $995.00 587.60 $577,100.00

Silber, Gary Tax 2011 $995.00 54.20 $53,929.00

Bostel, Kevin BFR 2012 $995.00 333.90 $323,275.50

Cunningham, Nathan Litigation 2012 $950.00 8.00 $7,600.00

Minga, Jay Litigation 2013 $950.00 208.30 $197,885.00

Nikic, Nicholas G. Corporate 2013 $790.00 5.00 $3,950.00

Georgallas, Andriana BFR 2014 $980.00 41.90 $35,182.00

Fink, Moshe A. BFR 2014 $950.00 175.70 $166,915.00

Jones, Hannah L. Litigation 2014 $920.00 217.00 $197,110.00

Nolan, John J. Litigation 2015 $920.00 294.60 $269,652.00

Butler, Ashley Jane Corporate 2015 $920.00 21.00 $19,320.00

Africk, Max M. Litigation 2015 

(Louisiana) $875.00 330.20 $281,662.50

Brookstone, 

Benjamin Tax 2015 $875.00 159.70 $139,737.50

Golster, Jonathan Corporate 2011 $875.00 20.40 $17,850.00

Pfleger, Kelsey Ann Corporate 2016 $875.00 24.30 $21,262.50

Pitcher, Justin R. BFR 2016 (Utah) $790.00 139.30 $110,047.00

Kleinjan, John M. Tax 2017 $790.00 39.80 $31,442.00

Foust, Rachel L. BFR 2018 $690.00 425.60 $293,664.00

Neuhauser, David Corporate 2018 $690.00 48.70 $33,603.00

Schinckel, Thomas 

Robert BFR 2014

(Australia) $690.00 351.20 $242,328.00

Shaddy, Aaron Litigation 2018 $690.00 573.80 $391,713.00

Zangrillo, Anthony Corporate 2018 $690.00 23.40 $16,146.00

Carens, Elizabeth 

Anne BFR 2018 $560.00 566.50 $317,240.00

 4 BFR – Business Finance & Restructuring 

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 6 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Gitlin, Adam Litigation 2019 $560.00 6.60 $3,696.00

Green, Austin Joseph Litigation 2019 $560.00 15.10 $8,456.00

Irani, Neeckaum Litigation 2018

(California) $560.00 6.40 $3,584.00

Evans, Steven Litigation 2019 $560.00 265.00 $148,400.00

Total: 5,697.60 $4,636,295.00

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 7 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

The paraprofessionals and other non-legal staff who rendered professional services in these 

Chapter 11 Cases during the Compensation Period are:

NAME OF 

PARAPROFESSIONALS AND 

OTHER NON-LEGAL STAFF

DEPARTMENT5

HOURLY 

BILLING 

RATE

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Lee, Kathleen BFR $420.00 23.30 $9,786.00

Martorell, Jorge LSS $380.00 6.10 $2,318.00

Olvera, Rene A. BFR $355.00 3.50 $1,242.00

Biratu, Sirak D. Litigation $330.00 46.80 $15,444.00

Callahan, Antonio Corporate $300.00 13.00 $3,900.00

Peene, Travis J. BFR $240.00 99.40 $23,856.00

Total: 192.10 $56,546.00

 5 BFR – Business Finance & Restructuring, LSS – Litigation Support Staff

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 8 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

The total fees for the Compensation Period are:

PROFESSIONALS BLENDED RATE

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Partners and Counsel (20) $1,204.44 3,677.60 $4,429,446.75

Associates (32) $813.73 5,697.60 $4,636,295.00

Paraprofessionals and Other NonLegal Staff (6)

$294.36 192.10 $56,546.50

Blended Attorney Rate $966.99

Blended Rate for All Timekeepers $953.49

Total Fees Incurred (58 total 

professionals, paraprofessionals, and 

other non-legal staff):

9,567.30 $9,122,288.25

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 9 of

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

COMPENSATION BY PROJECT CATEGORY

JANUARY 29, 2019 THROUGH AND INCLUDING APRIL 30, 2019

TASK 

CODE

PROJECT CATEGORY TOTAL HOURS 

BILLED

AMOUNT

001 Administrative Expense Claims 3.50 $2,415.00

002 Asset Sales/363 Sales 75.20 $62,302.50

003 Automatic Stay 877.70 $805,568.00

004 Bankruptcy Litigation 966.30 $850,201.50

005 Bar Date Motion/Claims Reconciliation/ Claim Reconciliation 

Issues

202.90 $208,136.50

006 Case Administration (docket updates, WIP, and calendar) 176.00 $99,237.50

008 Chapter 11 Plan/Plan Confirmation 50.30 $59,826.50

009 Communications with Client 91.80 $97,325.00

010 Corporate Governance and Board Issues 427.50 $489,384.00

011 Customer, Supplier and Vendor Issues 245.20 $241,226.00

012 DIP Financing/Cash Mgmt./Hedging Transactions 100.00 $103,293.50

014 Employee Issues 1,240.20 $1,368,222.00

015 Equity Committee 3.60 $5,655.00

016 Exclusivity 33.30 $35,731.50

017 Executory Contracts/Lease Issues 344.10 $268,124.00

018 General Case Strategy (includes calls with client and team calls) 580.40 $614,500.50

019 Hearings and Court Matters 401.00 $419,097.50

020 Legislative Issues/Inverse Reform 1.50 $1,612.50

021 Non-Bankruptcy Litigation 156.50 $132,348.00

022 Non-Working Travel 517.60 $337,907.75

023 FERC Adversary Proceeding 785.50 $689,699.50

024 Reclamation/503(b)(9) Claims 61.10 $40,255.50

025 Regulatory Issues including CPUC and FERC 188.00 $211,961.50

026 Retention/Billing/Fee Applications: WGM 111.00 $74,887.00

027 Retention/Fee Applications: Ordinary Course Professionals 63.20 $42,637.00

028 Retention/Fee Applications: Other Professionals 409.60 $283,017.50

029 Schedules/Statement of Financial Affairs 52.90 $54,903.50

030 Tax Issues 430.90 $515,721.00

031 U.S. Trustee issues/meetings/ communications/monthly 

operating report 82.40 $91,414.00

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 10

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

032 Unsecured Creditor Issues/Communications/Meetings 192.90 $193,288.50

033 Utility Issues/Adequate Assurance 21.20 $15,896.00

035 Real Estate and Real Property Issues 544.00 $569,605.50

036 Tort Claimants Committee, including Wildfire Claimants 130.00 $136,887.00

Total: 9,567.30 $9,122,288.25

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 11

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

EXPENSE SUMMARY

JANUARY 29, 2019 THROUGH AND INCLUDING APRIL 30, 2019

EXPENSE CATEGORY AMOUNT

Computerized Research $110,439.91

Meals $5,005.26

Corporation Services $321.38

Travel $184,547.60

Transportation $17,753.77

Duplicating $15,570.28

Messenger $1,428.97

Telephone $285.00

CourtCall $472.50

Total: $335,824.67

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 12

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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

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,

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).

Bankruptcy Case No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

FIRST INTERIM FEE APPLICATION OF 

WEIL, GOTSHAL & MANGES LLP FOR 

ALLOWANCE AND PAYMENT OF 

COMPENSATION AND REIMBURSEMENT 

OF EXPENSES FOR THE PERIOD

JANUARY 29, 2019 THROUGH AND 

INCLUDING APRIL 30, 2019

Date: September 25, 2019

Time: 9:30 a.m. (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Objection Deadline: August 5, 2019, at 

4:00 p.m. (Pacific Time)

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 13

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Weil, Gotshal & Manges LLP (“Weil”), attorneys for 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”), for its first application (the “Application”), pursuant to sections 330(a) and 331 of title 11 of 

the United States Code (the “Bankruptcy Code”) and Rule 2016 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”), for the interim allowance of compensation for professional 

services performed by Weil for the period commencing January 29, 2019 through and including April 

30, 2019 (the “Compensation Period”)1 and for reimbursement of its actual and necessary expenses 

incurred during the Compensation Period, respectfully represents:

PRELIMINARY STATEMENT AND CASE STATUS

1. The Debtors’ Chapter 11 Cases represent one of the largest and most complex 

chapter 11 filings in U.S. history. Weil has advised the Debtors regarding the legal and financial 

challenges facing the Debtors since October 2017. Since that time, Weil has played a critical role in the 

Debtors’ ongoing efforts to address their liabilities relating to the devastating 2017 and 2018 Northern 

California wildfires and the restructuring of the Debtors’ finances and operations, including the 

significant efforts undertaken to ensure the Debtors’ smooth transition into chapter 11. Specifically, 

during the Compensation Period, Weil worked diligently with the Debtors’ Board of Directors, 

management, and other employees to provide invaluable advice and services that allowed the Debtors to 

prepare and file these Chapter 11 Cases, stabilize their operations, minimize business disruptions, secure 

$5.5 billion in postpetition debtor-in-possession financing, continue their cash management system and 

prepetition financial hedging programs, and address various employee issues (including securing 

approval of a short-term incentive plan that covers approximately 10,000 of the Debtors’ non-insider 

employees), tax matters, supplier concerns, and other operational issues, including issues relating to the 

 1 Pursuant to the Interim Compensation Order (as defined below), the initial Compensation Period was 

to include the period from the Petition Date (as defined below) through and including May 31, 2019. As 

of the date hereof, however, Weil has not yet filed its Monthly Fee Statement (as defined in the Interim 

Compensation Order) for services rendered and reimbursement of expenses for the calendar month of 

May 2019. Accordingly, the Compensation Period for this Application includes only the period from 

the Petition Date through and including April 30, 2019, and any fees and expenses incurred by Weil for 

the month of May 2019 will be included in Weil’s next Interim Fee Application. 

Case: 19-30088 Doc# 2988 Filed: 07/15/19 Entered: 07/15/19 17:17:14 Page 14

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Weil, Gotshal & Manges LLP

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Debtors’ significant and complex array of customer-related and public purpose programs. On behalf of 

the Debtors, Weil has engaged in discussions and negotiations with key economic stakeholders in 

connection with key elements of a potential chapter 11 plan. During the Compensation Period, Weil 

also commenced and defended the Debtors in several adversary proceedings before the Court, including 

proceedings to enjoin the Federal Energy Regulatory Commission (“FERC”) from interfering with the 

Debtors’ ability to assume or reject power purchase and procurement agreements under section 365 of 

the Bankruptcy Code and proceedings to extend the automatic stay to the Debtors’ officers and directors. 

2. At the same time, Weil appeared on behalf of the Debtors at various omnibus and 

telephonic hearings, meetings, depositions, and conferences, including the initial and continued meeting 

of creditors under section 341 of the Bankruptcy Code (the “Section 341 Meeting”), and assisted the 

Debtors in the preparation and/or filing of the Debtors’ schedules of assets and liabilities and statements 

of financial affairs (the “Schedules and Statements”), monthly operating reports,2 the Debtors’ Periodic 

Report under Bankruptcy Rule 2015.3, and various other pleadings, motions, notices, and filings with 

the Court.

3. All of these efforts have enabled the Debtors to substantially maintain business as 

usual and minimize the disruptions often attendant to the commencement of a chapter 11 case. Weil and 

the Debtors continue to administer these cases efficiently and economically for the benefit of all of the 

Debtors’ economic stakeholders. Furthermore, Weil has endeavored to monitor and coordinate with the 

other professionals in these Chapter 11 Cases to ensure a clear delineation of each firm’s respective roles 

in connection with the representation of the Debtors in these Chapter 11 Cases and to prevent duplication 

of services. The professional services performed and expenses incurred by Weil were actual and 

necessary to preserve and protect the value of the Debtors’ assets and estates. 

4. This Application has been prepared in accordance with the Bankruptcy Code, the 

Bankruptcy Rules, the Bankruptcy Local Rules for the Northern District of California (the “Local 

 2 As set forth in the monthly operating reports for the calendar months ended April 30 and May 31, 2019, 

respectively [Docket Nos. 2276 and 2775], the Debtors’ operations have generated a profit of 

approximately $205 million during the Compensation Period and, as of May 31, 2019, the Debtors have 

approximately $3.179 billion in cash on hand. The Debtors have advised Weil that, to date, all quarterly 

fees due to the U.S. Trustee have been paid and all monthly operating reports have been filed. 

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Rules”), the Order Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority 

to Establish Procedures for Interim Compensation and Reimbursement of Expenses of Professionals

[Docket No. 701] (the “Interim Compensation Order”), the Guidelines for Compensation and Expense 

Reimbursement of Professionals and Trustees for the Northern District of California, dated February 19, 

2014 (the “Local Guidelines”), and the U.S. Trustee Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger 

Chapter 11 Cases, effective November 1, 2013 (the “UST Guidelines,” and, together with the Local 

Guidelines, the “Fee Guidelines”).

5. In light of the size, complexity, and nature of these Chapter 11 Cases, Weil’s 

charges for professional services performed and expenses incurred are reasonable under the applicable 

standards. Weil respectfully requests that the Court grant the Application and allow interim 

compensation for professional services performed and reimbursement for expenses as requested herein. 

JURISDICTION

6. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 

and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court 

pursuant to 28 U.S.C. §§ 1408 and 1409.

BACKGROUND

7. 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. No trustee or examiner has been appointed in either of the Chapter 11 Cases. 

The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to 

Bankruptcy Rule 1015(b).

8. 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” 

and, together with the Creditors Committee, the “Committees”). On May 29, 2019, the Court entered 

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an order appointing Bruce A. Markell as the fee examiner for the Chapter 11 Cases (the “Fee 

Examiner”).

9. 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] (the “Wells Declaration”).

The Debtors’ Retention of Weil

10. On March 13, 2019, the Debtors filed an application to employ Weil as their 

attorneys, effective as of the Petition Date [Docket No. 864] (the “Retention Application”), which 

application was approved by Order, dated April 9, 2019 [Docket No. 1298] (the “Retention Order”). 

A copy of the Retention Order is annexed hereto as Exhibit A.

11. The Retention Order authorizes the Debtors to compensate and reimburse Weil in 

accordance with the Bankruptcy Code, the Bankruptcy Rules, the Fee Guidelines, and the Interim 

Compensation Order. The Retention Order also authorizes the Debtors to compensate Weil at its 

customary hourly rates for services rendered and to reimburse Weil for its actual and necessary expenses 

incurred, subject to application to this Court. Specifically, the Retention Order authorizes Weil to 

provide the following services to the Debtors:

• take all necessary action to protect and preserve the Debtors’ estates, 

including the prosecution of actions on the Debtors’ behalf, the 

defense of any actions commenced against the Debtors, the 

negotiation of disputes in which the Debtors are involved and the 

preparation of objections to claims filed against the Debtors’ estates;

• prepare on behalf of the Debtors, as debtors in possession, all 

necessary motions, applications, answers, orders, reports and other 

pleadings and documents in connection with the administration of 

the Chapter 11 Cases;

• take all necessary actions in connection with any chapter 11 plan and 

related disclosure statement and all related documents, and such 

further actions as may be required in connection with the 

administration of the Debtors’ estates;

• take all necessary actions to protect and preserve the value of the 

Debtors’ estates, and all related matters; and

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• perform all other necessary legal services in connection with the 

prosecution of these Chapter 11 Cases; provided, however, that to 

the extent Weil determines that such services fall outside of the

scope of services historically or generally performed by Weil as lead 

debtors’ counsel in a bankruptcy case, Weil will file a supplemental 

declaration.

Summary of Professional Compensation

and Reimbursement of Expenses Requested

12. Weil seeks allowance of interim compensation for professional services 

performed during the Compensation Period in the amount of $9,122,288.25 and for reimbursement of 

expenses incurred in connection with the rendition of such services in the amount of $335,824.67. 

During the Compensation Period, Weil attorneys and paraprofessionals expended a total of 9,567.30

hours in connection with the necessary services performed. 

13. There is no agreement or understanding between Weil and any other person, other 

than members of the firm, for the sharing of compensation to be received for services rendered in these 

Chapter 11 Cases. Except as set forth below with respect to payments received by Weil pursuant to the 

Interim Compensation Order, during the Compensation Period, Weil received no payment or promises 

of payment from any source for services rendered or to be rendered in any capacity whatsoever in 

connection with the matters covered by this Application.

14. Prior to the Petition Date, the Debtors paid Weil certain amounts as an advance 

payment retainer for professional services to be performed and expenses to be incurred in connection 

with its representation of the Debtors and in preparation of the Debtors seeking relief under chapter 11. 

Based on a reconciliation of all charges and expenses through the Petition Date, the balance of the 

advance payment retainer as of the Petition Date was approximately $1,548,143.70. Since the Petition 

Date, Weil has received payment from the Debtors of $2,507,154.00 in fees and $113,433.45 for 

reimbursement of expenses pursuant to the Interim Compensation Order.

15. The fees charged by Weil in these Chapter 11 Cases are billed in accordance with 

Weil’s existing billing rates and procedures in effect during the Compensation Period. The rates Weil

charges for the services rendered by its professionals and paraprofessionals in these chapter 11 cases

generally are the same rates Weil charges for professional and paraprofessional services rendered in 

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comparable bankruptcy and non-bankruptcy related matters. Such fees are reasonable based on the 

customary compensation charged by comparably skilled practitioners in comparable bankruptcy and 

non-bankruptcy cases in a competitive national legal market.

16. The summary sheets contain a schedule of Weil professionals, paraprofessionals, 

and other non-legal staff who have performed services for the Debtors during the Compensation Period, 

the capacities in which each individual is employed by Weil, the department in which each individual 

practices, the hourly billing rate charged by Weil for services performed by such individuals, the year in 

which each attorney was first licensed to practice law, where applicable, and the aggregate number of 

hours expended in this matter and fees billed therefor.

17. The summary sheets also contain a summary of Weil’s hours billed during the 

Compensation Period using project categories described therein and hereinafter described. Weil 

maintains computerized records of the time spent by all Weil attorneys and paraprofessionals in 

connection with the prosecution of these chapter 11 cases. Copies of these computerized records (as

modified to address privileged and confidential matters) have been filed on the docket with Weil’s 

monthly fee statements and furnished to the Debtors, counsel for each of the Committees, the U.S. 

Trustee, and the Fee Examiner in the format specified by the Fee Guidelines.

18. The summary sheets also contain a schedule specifying the categories of expenses 

for which Weil is seeking reimbursement and the total amount for each such expense category. Itemized 

schedules of all such expenses have been filed on the docket with Weil’s monthly fee statements, 

provided to the Debtors, counsel for each of the Committees, the U.S. Trustee, and the Fee Examiner.

19. Annexed hereto as Exhibit B is a certification regarding Weil’s compliance with 

the Fee Guidelines.

20. Annexed hereto as Exhibit C is a summary and comparison of the aggregate 

blended hourly rates billed by Weil’s timekeepers in all domestic offices to non-bankruptcy matters 

during the preceding year on a rolling 12 months year ending June 30, 2019 and the blended hourly rates 

billed to the Debtors during the Compensation Period.

21. Weil discussed its rates, fees, and staffing with the Debtors at the outset of these 

cases. Further, Weil provided the Debtors with estimated budgets in connection with the Debtors’ 

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postpetition financing. A summary of Weil’s budget is attached hereto as Exhibit D. Weil estimated its 

fees for the Compensation Period would be approximately $10,500,000, and the fees sought for the 

Compensation Period are within that estimate. A summary of staffing is attached hereto as Exhibit E. 

Attorneys and paraprofessionals assigned to this matter were necessary to assist with the administration 

of the Chapter 11 Cases, preservation of the Debtors’ assets, and the other matters described herein. The 

Debtors are aware of the complexities of these cases, the many issues that need to be addressed, the 

various disciplines involved, and that staffing needs are dynamic based on a number of factors, many of 

which are unpredictable, including the activities of other parties in interest in these Chapter 11 Cases.

22. To the extent that time or disbursement charges for services rendered or 

disbursements incurred relate to the Compensation Period, but were not processed prior to the 

preparation of this Application, Weil reserves the right to request additional compensation for such 

services and reimbursement of such expenses in a future application.

Summary of Services Performed by

Weil During the Compensation Period

23. As described above, during the Compensation Period, Weil rendered substantial 

professional services to the Debtors in order to efficiently and economically administer the Chapter 11 

Cases and assist the Debtors in their ongoing restructuring efforts. The following is a summary of the 

significant professional services rendered by Weil during the Compensation Period, organized in 

accordance with Weil’s internal system of project or work codes.3

a. Asset Sales/363 Sales (Task Code 002)

Fees: $62,302.50; Total Hours: 75.20

• Advised the Debtors and their other professionals regarding various ordinary 

course asset sale and purchase transactions and related issues; 

• Corresponded with the California Public Utilities Commission and other 

regulatory agencies regarding issues relating to certain asset sale transactions; 

• Engaged in negotiations and discussions with various third parties regarding 

discrete asset sale and purchase transactions; and

• Conducted legal research related to the potential sale of certain of the Debtors’ 

assets. 

 3 Certain services performed overlap between, or could appropriately be allocated to, more than one 

task code. If a task code does not appear below, then Weil did not bill significant time for that task 

code during the Compensation Period.

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b. Automatic Stay Issues (Task Code 003)

Fees: $805,568.00; Total Hours: 877.70

• Prepared and prosecuted formal and informal responses and objections to 

numerous motions seeking authority to lift the automatic stay;

• Prepared stipulations modifying the automatic stay for limited purposes; 

• Prepared various letters and correspondence to creditors and other parties 

regarding potential violations of the automatic stay, including actions with 

respect to the postpetition commencement or continuation of litigation with 

respect to prepetition claims, demands for immediate payment of prepetition 

claims, and attempted terminations of executory contracts and unexpired 

leases;

• Commenced an adversary proceeding and successfully extended the 

automatic stay under section 362 of the Bankruptcy Code to certain nondebtor employees and other defendants;

• Conducted legal and factual research regarding potential violations of and 

other issues relating to the automatic stay; and

• Participated on teleconferences with the Debtors and their various outside 

counsel regarding the Debtors’ prepetition litigation and the impact of the 

Chapter 11 Cases and the automatic stay thereon.

c. Bar Date Motion/Claims Reconciliation/Claim Reconciliation Issues (Task Code 005)

Fees: $208,136.50; Total Hours: 202.90

• Prepared, drafted, and filed an application seeking to establish a last date to 

file claims in the Chapter 11 Cases and the approval of traditional and nontraditional noticing procedures relating thereto, including broad supplemental 

notice procedures designed to provide notice of such deadline to the Debtors’ 

approximately 16 million customers and to wildfire claimants;

• Coordinated with the Debtors’ claims and noticing agent, Prime Clerk LLC 

(“Prime Clerk”), and other professionals regarding the proposed bar date and 

related noticing procedures; 

• Conferred with the U.S. Trustee, counsel for each of the Committees, and 

other parties in interest regarding the proposed deadlines and noticing 

procedures; and

• Conferred with the Debtors and their other advisors regarding various claim 

related issues.

d. Case Administration (docket updates, WIP, and calendar) (Task Code 006)

Fees: $99,237.50; Total Hours: 176.00

• Coordinated and supervised service of the Notice of Commencement of the 

Chapter 11 Cases and first day pleadings;

• Maintained ongoing work-in-progress and assignment list and case calendar 

for use by Weil, the Debtors, and the Debtors’ other advisors;

• Coordinated with and assisted Prime Clerk in establishing and maintaining a 

website containing information regarding the docket, the Debtors, meetings 

of creditors, and copies of relevant documents;

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• Prepared, filed, and coordinated service of various pleadings with Prime 

Clerk;

• Reviewed and responded to emails, calls and correspondence from creditors 

and other parties in interest; and

• Prepared and distributed periodic docket updates and client summaries. 

e. Chapter 11 Plan/Plan Confirmation (Task Code 008)

Fees: $59,826.50; Total Hours: 50.30

• Conducted numerous internal and external team meetings, conferences, and 

teleconferences with the Debtors, their other professionals, and key economic 

stakeholders regarding potential terms and structure of a chapter 11 plan.

f. Communications with Client (Task Code 009)

Fees: $97,325.00; Total Hours: 91.80

• Conducted numerous conferences and teleconferences with the Debtors and 

their other professionals regarding the status and administration of the Chapter 

11 Cases, various motions and pleadings, hearing updates, negotiations with 

key economic stakeholders, and compliance with the U.S. Trustee guidelines; 

and

• Consulted with and advised the Debtors on all pleadings filed in these Chapter 

11 Cases.

g. Corporate Governance and Board Issues (Task Code 010)

Fees: $489,384.00; Total Hours: 427.50

• Prepared for and attended meetings of the Debtors’ Board of Directors and 

various subcommittees;

• Reviewed Board resolutions and advised the Debtors’ directors and officers 

on issues related to the Debtors’ Chapter 11 Cases;

• Reviewed and commented on drafts of various public filings and related 

documents including, without limitation, drafts of Forms 10-K, Forms 10-Q, 

Forms 8-Ks, and associated documents, and engaged in conferences and 

correspondence with the Debtors and their other advisors regarding same; 

• Researched various corporate governance issues and advised the Debtors and 

their other professionals regarding same; and

• Performed and coordinated document review and productions in response to 

various governmental and regulatory requests;

h. Customer, Supplier and Vendor Issues (Task Code 011)

Fees: $241,226.00; Total Hours: 245.20

• Conferred regularly with the Debtors and professionals at AP Services, LLC 

(“AlixPartners”) regarding various creditor, vendor, supplier, and customer 

communications and inquiries;

• Sought and obtained interim and final Court approval to pay prepetition claims 

of certain operational integrity suppliers and other vendors, shippers, and 

lienholders, as well as court authority to continue the vast and complex array 

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of the Debtors’ customer and public purpose programs, and engaged in 

discussions and negotiations with counsel for the Committees and other 

parties in interest regarding same;

• Addressed numerous inquiries from vendors and suppliers regarding potential 

operational integrity status;

• Advised the Debtors and their other professionals regarding various vendor 

and customer related issues;

• Drafted, reviewed, and revised various vendor-related communication 

materials; and

• Negotiated and reviewed issues relating to vendor agreements, conducted 

related research, and conferred with the Debtors and other parties in interest 

regarding same.

i. DIP Financing/Cash Mgmt./Hedging Transactions (Task Code 012)

Fees: $103,293.50; Total Hours: 100.00

• Assisted the Debtors and their other professionals in securing Court approval 

of a $5.5 billion debtor-in-possession (“DIP”) financing facility; 

• Participated in negotiations with counsel for the DIP lenders and the 

Committees regarding the interim DIP order;

• Participated in calls and negotiations with the DIP lenders, the Debtors and 

other professionals regarding obtaining approval of the DIP Financing on a 

final basis;

• Engaged in discussions and negotiations with the U.S. Trustee and other 

parties in interest regarding the continued use of the Debtors’ cash 

management system;

• Filed and obtained approval of the Debtors’ Motion to (A) Continue Hedging 

Programs, (B) Enter Into and Perform under Postpetition Hedging 

Transactions, and (C) Pledge Collateral and Honor Obligations Thereunder

[Docket No. 780].

j. Employee Issues (Task Code 014)

Fees: $1,368,222.00; Total Hours: 1,240.20

• Drafted and secured approval of first-day and supplemental motions to pay 

prepetition employee wages and continue certain employee benefits 

programs; 

• Advised the Debtors regarding various issues with respect to employee wages, 

compensation, and other programs; 

• Participated in numerous conferences and teleconferences with the Debtors, 

their other professionals, the Debtors’ Board of Directors, and members of the 

Debtors’ Compensation Committee regarding, among other things, employee 

compensation, incentive programs, and benefits terms and programs;

• Prepared and filed a motion seeking approval of a 2019 short-term incentive 

plan covering approximately 10,000 of the Debtors’ non-insider employees 

and participated in related depositions and discovery with the Committees and 

other parties in interest; and

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• Reviewed documents in response to requests from the U.S. Trustee and the 

Committees in connection with first-day motion to pay prepetition employee 

wages and continue benefits programs, and participated in teleconferences 

with the Debtors and their compensation consultant regarding same.

k. Exclusivity (Task Code 016)

Fees: $35,731.50; Total Hours: 33.30

• Prepared a motion, proposed order, and supporting declaration seeking a first 

extension of the Debtors’ exclusive periods in which to file a chapter 11 plan 

and solicit votes thereon. 

l. Executory Contracts/Lease Issues (Task Code 017)

Fees: $268,124.00; Total Hours: 344.10

• Analyzed various executory contracts and unexpired leases and the Debtors’ 

rights thereunder; 

• Participated on numerous teleconferences with the Debtors and their other 

professionals regarding treatment of various executory contracts and 

unexpired leases;

• Advised the Debtors on issues relating to energy procurement and purchase 

agreements and participated in numerous teleconferences with the Debtors 

and counterparties regarding same;

• Prepared and filed stipulations with various contract counterparties, including 

Enel Green Power North America, Inc., regarding the application of the 

automatic stay and the treatment of claims under the applicable agreements 

and engaged in discussions with the Debtors, AlixPartners, counsel for each 

of the Committees, and opposing counsel regarding same; 

• Drafted and filed Motion of Debtors Pursuant to 11 U.S.C. § 365(a), Fed. R. 

Bankr. P. 6006, and B.L.R. 6006-1 for an Order Approving the Utility’s 

Assumption of Certain Agreements with Quanta Energy Services, LLC

[Docket No. 1218] relating to the provision of critical infrastructure services 

to support the safety and integrity of the Utility’s electric and gas 

infrastructure; and

• Obtained Court approval of the Debtors’ Corrected Motion to Continue 

Performance under Prepetition Settlement Agreement with Butte County 

District Attorney’s Office [Docket No. 770], which authorized the Debtors to 

fund an enhanced wildfire prevention and communication program.

m. General Case Strategy (includes calls with client and team calls) (Task Code 018)

Fees: $614,500.50; Total Hours: 580.40

• Participated in numerous team meetings, conferences, and teleconferences 

among Weil, the Debtors, and the Debtors’ other advisors regarding the status 

and administration of the Chapter 11 Cases and general case strategy; and

• Reviewed and responded to various correspondence regarding the Chapter 11 

Cases and various related issues.

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n. Hearings and Court Matters (Task Code 019)

Fees: $419,097.50; Total Hours: 401.00

• Prepared for and attended numerous in-person and telephonic hearings before 

the Court, including the first and second day hearings, approximately eleven 

(11) omnibus hearings, and various discovery and status conferences;

• Reviewed agenda letters and coordinated with local counsel and the Court 

regarding hearings and agenda items;

• Prepared pleadings, exhibits, and other documents for hearings; and

• Responded to inquiries from the Court regarding pleadings and case 

administration issues.

o. Non-Bankruptcy Litigation (Task Code 021)

Fees: $132,348.00; Total Hours: 156.50

• Coordinated with the Debtors’ in-house legal team and other legal advisors 

regarding prepetition litigation, including complaints against directors and 

officers; and

• Responded to various inquiries from the Debtors and other parties in interest 

regarding the status of prepetition actions and settlements.

p. Non-Working Travel (Task Code 022)4

Fees: $337,907.75; Total Hours: 517.60

• Traveled to and from the Debtors’ offices in San Francisco, Court hearings, 

and meetings with creditors and other parties in interest.

q. FERC Adversary Proceeding (Task Code 023)

and Bankruptcy Litigation (Task Code 004)

Fees: $1,539,901.00; Total Hours: 1,751.80

• Filed an adversary proceeding and successfully enjoined FERC from 

interfering with the Utility’s ability to assume or reject its power purchase 

agreements; and

• Prosecuted and defended the Debtors in connection with various other 

adversary proceedings, including a proceeding commenced by the Debtors 

against the Public Employees Retirement Association of New Mexico, a 

proceeding commenced against the Debtors by AECOM Technical Services, 

Inc., and a proceeding commenced against the Debtors by David Herndon and 

others.

 4 Non-working travel is billed at 50% of regular hourly rates, consistent with the U.S. Trustee guidelines 

for chapter 11 cases filed in the Southern District of New York and the District of Delaware. In light of 

the significant travel time required for professionals at Weil to attend the numerous hearings, 

conferences, and other meetings in these large and complex cases, notwithstanding anything to the 

contrary in the Fee Guidelines, Weil believes that payment of non-working travel at 50% of regular 

hourly rates is reasonable and appropriate.

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r. Reclamation/503(b)(9) Claims (Task Code 024)

and Administrative Expense Claims (Task Code 001)

Fees: $42,670.50; Total Hours: 64.60

• Drafted, filed, and obtained Court approval of global and exclusive procedures 

for the treatment and resolution of reclamation claims and claims brought 

pursuant to section 503(b)(9) of the Bankruptcy Code (“503(b)(9) Claims”); 

• Coordinated with AlixPartners and the Debtors to reconcile and review 

reclamation demands and 503(b)(9) Claims; and

• Conducted legal research regarding reclamation demands and status and 

treatment of potential claims entitled to administrative expense status under 

the Bankruptcy Code.

s. Regulatory Issues (including CPUC and FERC) (Task Code 025)

Fees: $211,961.50; Total Hours: 188.00

• Advised the Debtors with regard to the impact of and interplay between the 

Chapter 11 Cases and ongoing proceedings before the California Public 

Utility Commission (“CPUC”) and FERC; 

• Negotiated with the CPUC regarding certain motions and requests for relief, 

including the Debtors’ motion for authority to continue certain customer and 

public purpose programs;

• Provided periodic updates on the status of the Chapter 11 Cases to the CPUC 

and other regulatory agencies; and

• Participated on calls with the Debtors’ senior management and other advisors

regarding resolution of certain environmental claims and potential claims of 

governmental units.

t. Retention/Billing/Fee Applications: WGM (Task Code 026)

Fees: $74,887.00; Total Hours: 111.00

• Sought and obtained Court approval of the terms of Weil’s engagement by the 

Debtors;

• Drafted and filed supplemental declarations in support of Weil’s engagement; 

and 

• Prepared and filed monthly fee statements in accordance with the Interim 

Compensation Order.

u. Retention/Fee Application: Ordinary Course Professionals (Task Code 027)

Fees: $42,637.00; Total Hours: 63.20

• Prepared, reviewed, and filed motions for the Debtors to retain approximately 

70 professionals in the ordinary course of business;

• Drafted and reviewed retention questionnaires and declarations;

• Coordinated filing and service of ordinary course professional materials; and

• Conferred with the Debtors and ordinary course professionals regarding 

retention procedures and conflicts issues.

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v. Retention/Fee Application: Other Professionals (Task Code 028)

Fees: $283,017.50; Total Hours: 409.60

• Drafted and filed a motion establishing procedures for interim compensation 

of retained professionals;

• Drafted and/or reviewed and revised applications to retain approximately 

fourteen professionals by the Debtors, including Prime Clerk, LLC, AP 

Services LLC, Lazard Freres & Co., PricewaterhouseCoopers LLP, and 

Jenner & Block LLP, and assisted with related declarations;

• Participated in contested and uncontested hearings regarding retention 

applications filed by the Debtors and the Committees;

• Conferred with various applicants regarding their scope of retention, terms of 

compensation, and related issues;

• Conferred extensively with the U.S. Trustee regarding various retention 

issues;

• Reviewed monthly fee statements of various professionals; and

• Coordinated filing and service of monthly fee statements for various 

professionals.

w. Schedules/Statement of Financial Affairs (Task Code 029)

Fees: $54,903.50; Total Hours: 52.90

• Conducted internal team meetings, conferences, and teleconferences with 

AlixPartners and the Debtors regarding preparation of the Debtors’ Schedules 

and Statements;

• Reviewed and revised drafts of the Schedules and Statements; and

• Conducted legal research regarding various issues related to same.

x. Tax Issues (Task Code 030)

Fees: $515,721.00; Total Hours: 430.90

• Filed, and secured approval of first-day and supplemental motions to pay 

certain prepetition taxes and fees in the ordinary course of business and 

engaged in discussions and negotiations with the Committees and other parties 

in interest regarding same;

• Filed a motion seeking approval of certain procedures and restrictions relating 

to the Debtors’ debt and equity securities to protect the potential value of the 

Debtors’ consolidated net operating loss carryforwards and other tax benefits 

(the “NOL Motion”); 

• Represented the Debtors at multiple hearings on the NOL Motion and 

negotiated consensual resolution of all objections thereto; and 

• Participated in internal conferences and teleconferences with the Debtors, and 

their other professionals in connection with potential tax consequences of 

various proposed and/or pursued transactions in the Chapter 11 Cases. 

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y. US Trustee Issues/Meetings/Communications/

Monthly Operating Report (Task Code 031)

Fees: $91,414.00; Total Hours: 82.40

• Conferred on a regular basis with, and responded to numerous diligence 

requests from, the U.S. Trustee, including with respect to various first day 

motions, retention issues, hearing items, cash management issues, and the 

Section 341 Meeting;

• Prepared for and attended initial and continued Section 341 Meetings;

• Reviewed and revised notices of Section 341 Meetings and coordinated 

service thereof with Prime Clerk;

• Responded to U.S. Trustee’s diligence requests related to various motions

filed by the Debtors;

• Assisted the Debtors and AlixPartners with the preparation, review, and 

submission of monthly operating reports to the U.S. Trustee and related issues;

and

• Assisted the Debtors with the preparation of Bankruptcy Rule 2015.3 Report.

z. Unsecured Creditors Issues/Communications/Meetings (Task Code 032)

Fees: $193,288.50; Total Hours: 192.90

• Prepared for and attended formation meeting of the Creditors’ Committee;

• Prepared for and participated in regular meetings and teleconferences with the 

Creditors’ Committee and its professionals regarding the status and 

administration of the Chapter 11 Cases, pending motions, chapter 11 plan 

related matters, and various other related issues; 

• Advised the Debtors and responded to and successfully opposed motions

seeking to establish official committees of public entity claimants and 

ratepayers; 

• Prepared and filed responses to Creditors’ Committee objections to certain of 

the Debtors’ pleadings; and

• Reviewed and produced documents in connection with various document 

requests made by the Creditors’ Committee.

aa. Utility Issues/Adequate Assurance (Task Code 033)

Fees: $15,896.00; Total Hours: 21.20

• Reviewed and revised proposed order approving the Utilities Motion;

• Assisted the Debtors in maintaining various utility services and in responding 

to adequate assurance demands and other inquiries from utility providers; and

• Participated in teleconferences with utility providers regarding adequate 

assurance and drafted agreements to resolve issues with respect thereto.

bb. Real Estate and Real Property Issues (Task Code 035)

Fees: $569,605.50; Total Hours: 544.00

• Reviewed various real property agreements, leases, and easement agreements 

and advised the Debtors on issues related thereto; 

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• Drafted, filed, and obtained Court approval of a motion to enter into certain 

real estate transactions and engaged in discussions and negotiations with the 

professionals for each of the Committees and other constituencies regarding 

same; and

• Participated in regular calls with the Debtors’ real estate team and other 

advisors regarding real property transactions and related issues.

cc. Tort Claimants Committee, including Wildfire Claimants (Task Code 036)

Fees: $136,887.00; Total Hours: 130.00

• Prepared for and attended formation meeting of the Tort Claimants 

Committee;

• Prepared for and participated in meetings and teleconferences with the Tort 

Claimants Committee and its professionals regarding the status and 

administration of the Chapter 11 Cases, pending motions, chapter 11 plan

related matters, and various other issues; 

• Prepared and filed responses to Tort Claimants Committee various objections 

to certain of the Debtors’ pleadings; and

• Reviewed and produced documents in connection with Tort Claimants 

Committee document requests.

24. The foregoing is merely a summary of the various professional services rendered 

by Weil during the Compensation Period. The professional services performed by Weil were necessary 

and appropriate to the administration of the Chapter 11 Cases and were in the best interests of the Debtors

and the estates. Compensation for such services as requested is commensurate with the complexity, 

importance, and nature of the issues and tasks involved. 

25. The professional services performed by partners, counsel, and associates of Weil 

were primarily rendered by the Business Finance & Restructuring, Corporate, Tax, and Litigation 

Departments. As set forth in the Retention Application, Weil has a preeminent Business Finance & 

Restructuring practice and enjoys a national reputation for its expertise in financial reorganizations and 

restructurings of troubled entities. Weil also has the foremost experts with respect to tax matters in 

reorganization cases.

26. The professional services performed by Weil on behalf of the Debtors during the 

Compensation Period required an aggregate expenditure of 9,567.30 recorded hours by Weil’s partners, 

counsel, associates, paraprofessionals, and other non-legal staff. Of the aggregate time expended, 

3,677.60 recorded hours were expended by partners and counsel of Weil, 5,697.60 recorded hours were 

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expended by associates, and 192.10 recorded hours were expended by paraprofessionals and other nonlegal staff of Weil.

27. During the Compensation Period, Weil billed the Debtors for time expended by 

attorneys based on hourly rates ranging from $1,600.00 to $560.00 per hour for attorneys. Allowance 

of compensation in the amount requested would result in a blended hourly billing rate of approximately 

$966.99 (based on 9,375.20 recorded hours for attorneys at Weil’s billing rates in effect at the time of 

the performance of services).

Actual and Necessary Disbursements of Weil

28. Weil has disbursed $335,824.67 as expenses incurred in providing professional 

services during the Compensation Period. These expenses are reasonable and necessary and were 

essential to, among other things, timely respond to motions and objections and the overall administration 

of these Chapter 11 Cases.

29. Weil has not charged the Debtors for any overtime expenses. Consistent with 

firm policy, attorneys and other employees of Weil who worked late into the evenings, on weekends or 

holidays, or were traveling in connection with these Chapter 11 Cases were reimbursed for their 

reasonable meal costs and their cost for transportation home from the office. Weil’s regular practice is 

not to include components for those charges in overhead when establishing billing rates and to charge 

its clients for these and all other out-of-pocket disbursements incurred during the regular course of the 

rendition of services. The amounts for which Weil is seeking reimbursement for reasonable meal costs 

are consistent with the local practice for chapter 11 cases filed in the Southern District of New York and 

the District of Delaware.

30. With respect to photocopying expenses, as set forth in the Retention Application, 

Weil charges all of its clients $.10 per page; for color copies, Weil charges $.50 per page. Except as set 

forth herein, each of these categories of expenses does not exceed the maximum rate set by the Local 

Guidelines. These charges are intended to cover Weil’s direct operating costs, which costs are not 

incorporated into the Weil hourly billing rates. Only clients who actually use services of the types set 

forth in the summary sheet are separately charged for such services. The effect of including such 

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expenses as part of the hourly billing rates would impose that cost upon clients who do not require 

extensive photocopying and other facilities and services. The amount of the standard photocopying 

charge is intended to allow Weil to cover the related expenses of its photocopying service and represents 

a good faith estimate of the actual cost of the copies. A determination of the actual expenses per page 

for photocopying, however, is dependent on both the volume of copies and the total expenses attributable 

to photocopying on an annual basis.

31. On certain occasions, overnight delivery of documents and other materials was 

required as a result of circumstances necessitating the use of such express services. These disbursements 

are not included in Weil’s overhead for the purpose of setting billing rates. Weil has made every effort 

to minimize its disbursements in these Chapter 11 Cases. The actual expenses incurred in providing 

professional services were necessary, reasonable, and justified under the circumstances to serve the 

needs of the Debtors, their estates, and their economic stakeholders.

The Requested Compensation Should Be Allowed

32. Section 331 of the Bankruptcy Code provides for interim compensation of 

professionals and incorporates the substantive standards of section 330 to govern the Court’s award of 

such compensation. 11 U.S.C. § 331. Section 330 of the Bankruptcy Code provides that a Court may 

award a professional employed under section 327 of the Bankruptcy Code “reasonable compensation for 

actual, necessary services rendered [and] reimbursement for actual, necessary expenses.” 11 U.S.C. 

§ 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and 

reimbursement:

In determining the amount of reasonable compensation to be 

awarded to [a] professional person, the court shall consider the 

nature, the extent, and the value of such services, taking into 

account all relevant factors, including –

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the administration 

of, or beneficial at the time at which the service was 

rendered toward the completion of, a case under this title;

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(D) whether the services were performed within a reasonable 

amount of time commensurate with the complexity, 

importance, and nature of the problem, issue, or task 

addressed; and

(E) with respect to a professional person, whether the person is 

board certified or otherwise has demonstrated skill and 

experience in the bankruptcy field; and 

(F) whether the compensation is reasonable based on the 

customary compensation charged by comparably skilled 

practitioners in cases other than cases under this title.

Id. § 330(a)(3).

33. In the instant case, Weil submits that the services for which it seeks compensation 

and the expenditures for which it seeks reimbursement in this Application were necessary for and 

beneficial to the preservation and maximization of value for all stakeholders and to the orderly 

administration of the Chapter 11 Cases. Such services and expenditures were necessary to and in the 

best interests of the Debtors’ estates, creditors, and all other parties in interest. The compensation 

requested herein is reasonable and appropriate in light of the nature, extent, and value of such services 

to the Debtors, as well as the size and complexity of these Chapter 11 Cases.

34. The professional services were performed expediently and efficiently. Whenever 

possible, Weil sought to minimize the costs of its services to the Debtors by utilizing talented junior 

attorneys and paraprofessionals to handle the more routine aspects of case administration. 

35. In sum, the services rendered by Weil were necessary and beneficial to the 

Debtors’ estates and were consistently performed in a timely manner commensurate with the complexity, 

importance, and nature of the issues involved. Accordingly, approval of the compensation for 

professional services and reimbursement of expenses sought herein is warranted.

Notice

36. Notice of this Application has been provided to parties in interest in accordance 

with the procedures set forth in the Interim Compensation Order. Weil submits that, in view of the facts 

and circumstances, such notice is sufficient and no other or further notice need be provided.

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Conclusion

37. Weil respectfully requests that the Court (i) award an interim allowance of Weil’s 

compensation for professional services rendered during the Compensation Period in the amount of 

$9,458,112.92, consisting of $9,122,288.25, representing 100% of fees incurred during the 

Compensation Period, and reimbursement of $335,824.67, representing 100% of actual and necessary 

expenses incurred during the Compensation Period, and that such allowance be without prejudice to 

Weil’s right to seek additional compensation for services performed and expenses incurred during the 

Compensation Period, which were not processed at the time of this Application, (ii) direct payment by 

the Debtors of the difference between the amounts allowed and any amounts previously paid by the 

Debtors pursuant to the Interim Compensation Order, and (iii) grant such other and further relief as is 

just.

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Dated: July 15, 2019

WEIL, GOTSHAL & MANGES LLP

By: /s/ Stephen Karotkin

Stephen Karotkin 

Attorneys for Debtors and Debtors in Possession

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Notice Parties

PG&E Corporation

c/o Pacific Gas & Electric Company

77 Beale Street

San Francisco, CA 94105

Attn: Janet Loduca, Esq.

Keller & Benvenutti LLP

650 California Street, Suite 1900

San Francisco, CA 94108

Attn: Tobias S. Keller, Esq.,

Jane Kim, Esq.

The Office of the United States Trustee for Region 17

450 Golden Gate Avenue, 5th Floor, Suite #05-0153

San Francisco, CA 94102

Attn: James L. Snyder, Esq.,

Timothy Laffredi, Esq.

Milbank LLP

55 Hudson Yards

New York, NY 10001-2163

Attn: Dennis F. Dunne, Esq.,

Sam A. Khalil, Esq.

Milbank LLP

2029 Century Park East, 33rd Floor

Los Angeles, CA 90067

Attn: Paul S. Aronzon, Esq.,

Gregory A. Bray, Esq.,

Thomas R. Kreller, Esq.

Baker & Hostetler LLP

11601 Wilshire Boulevard, Suite 1400

Los Angeles, CA 90025-0509

Attn: Eric Sagerman, Esq.,

Cecily Dumas, Esq.

Bruce A. Markell

Fee Examiner

541 N. Fairbanks Ct., Ste 2200

Chicago, IL 60611-3710

Scott H. McNutt

324 Warren Road

San Mateo, California 94402

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