EXHIBIT F 

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LOWENSTEIN SANDLER LLP

Michael S. Etkin (pro hac vice)

One Lowenstein Drive

Roseland, New Jersey 07068

Telephone: (973) 597-2500

Facsimile: (973) 597-2400

metkin@lowenstein.com

MICHELSON LAW GROUP

Randy Michelson (#114095)

220 Montgomery St, Suite 2100

San Francisco, CA 94104

Telephone: (415) 512-8600

Facsimile: (415) 512-8601

randy.michelson@michelsonlawgroup.com

Bankruptcy Counsel for the Public Employees 

Retirement Association of New Mexico

Additional Counsel appear on signature page

LABATON SUCHAROW LLP

Thomas A. Dubbs 

Louis Gottlieb 

Carol C. Villegas 

Jeffrey A. Dubbin (#287199)

140 Broadway

New York, NY 10005

Telephone: (212) 907-0700

Facsimile: (212) 818-0477

tdubbs@labaton.com 

lgottlieb@labaton.com

cvillegas@labaton.com

jdubbin@labaton.com

Counsel for the Public Employees 

Retirement Association of New Mexico 

and Lead Counsel for the Class

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION 

- and -

PACIFIC GAS & ELECTRIC 

COMPANY, 

Debtors.

Bankruptcy Case No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

Adv. Pro. No. 19-03006 (DM)

PG&E CORPORATION, 

PACIFIC GAS & ELECTRIC 

COMPANY, 

Plaintiffs,

v.

PUBLIC EMPLOYEES

RETIREMENT ASSOCIATION OF

NEW MEXICO, et al.

Defendants.

STIPULATION AND AGREEMENT FOR 

ORDER BETWEEN DEBTORS AND 

THE PUBLIC EMPLOYEES 

RETIREMENT ASSOCIATION OF NEW 

MEXICO

[No Hearing Requested]

Case: 19-30088 Doc# 5374-6 Filed: 01/14/20 Entered: 01/14/20 15:56:59 Page 2 Case: 19-03006 Doc# 42 Filed: 05/01/19 Entered: 05/01/19 19:49:25 Page 1 of 7

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This stipulation and agreement for order (“Stipulation and Agreement for Order”) is 

entered into by and between PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric 

Company (the “Utility”), as debtors and debtors in possession (collectively, the “Debtors”) in 

the above-captioned Chapter 11 cases (the “Chapter 11 Cases”), and the Public Employees 

Retirement Association of New Mexico (“New Mexico”). The Debtors and New Mexico are 

referred to in this Stipulation and Agreement for Order collectively as the “Parties,” and each as 

a “Party.” The Parties hereby stipulate and agree as follows:

RECITALS

A. Prior to the filing of the Chapter 11 Cases, the Parties were engaged in putative

class action litigation under the federal securities laws in the District Court for the Northern 

District of California (the “District Court”). See In re PG&E Corporation Securities Litigation, 

No. 18-cv-03509-RS (N.D. Cal.) (the “New Mexico Securities Action”). By virtue of 11 U.S.C. 

§ 362 (the “Automatic Stay”), the New Mexico Securities Action is stayed as to the Debtors.

B. On December 14, 2018, New Mexico filed a Second Amended Consolidated 

Class Action Complaint (the “SAC”) in the New Mexico Securities Action, pursuant to its 

appointment as Lead Plaintiff over the New Mexico Securities Action and under the schedule 

ordered by the District Court.

C. The SAC asserts claims under Section 10(b) and Section 20(a) of the Securities 

Exchange Act of 1934 against the Debtors and certain of the Debtors’ current and former 

directors and officers (the “New Mexico Securities Action Individual Defendants”). 

D. On February 15, 2019, the Debtors filed a complaint (ECF No. 1) (the 

“Complaint”) initiating the above-captioned adversary proceeding (the “Adversary 

Proceeding”), and also filed a motion (ECF No. 2) (the “Motion”), seeking to preliminarily and 

permanently enjoin the prosecution of twenty-two pending civil actions as against non-debtor 

defendants, including to so enjoin the prosecution of the New Mexico Securities Action as 

against the New Mexico Securities Action Individual Defendants, with the same effect and to the 

same extent as would be the case if the Automatic Stay applied to such non-debtor defendants.

Case: 19-30088 Doc# 5374-6 Filed: 01/14/20 Entered: 01/14/20 15:56:59 Page 3 Case: 19-03006 Doc# 42 Filed: 05/01/19 Entered: 05/01/19 19:49:25 Page 2 of 7

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E. On February 22, 2019, York County, on behalf of the County of York Retirement 

Fund, City of Warren Police and Fire Retirement System, Mid-Jersey Trucking Industry & Local 

No. 701 Pension Fund (collectively, the “Securities Act Plaintiffs”), and all others similarly 

situated, filed in the District Court a putative securities class action (the “York County 

Securities Action”) asserting claims under the Securities Act of 1933 against certain of the 

Debtors’ current and/or former directors and officers (the “York County Securities Action 

Individual Defendants”), as well as against the underwriters of certain of the Debtors’ notes 

offerings (the “Underwriters”, and together with the New Mexico Securities Action Individual 

Defendants and the York County Securities Action Individual Defendants, the “Non-Debtor 

Defendants”). 1

F. The Parties, together with the Securities Act Plaintiffs and the Non-Debtor 

Defendants, have agreed to seek to consolidate the York County Securities Action with the New 

Mexico Securities Action, and that New Mexico should file a Third Amended Consolidated 

Class Action Complaint (the “TAC”) in the New Mexico Securities Action reflecting such 

consolidation. New Mexico will continue to act as Lead Plaintiff in the New Mexico Securities 

Action after it files the TAC.

G. The Parties, together with the Securities Act Plaintiffs and the Non-Debtor 

Defendants, are accordingly simultaneously entering into a stipulation (the “New Mexico 

Securities Action Stipulation”) in the New Mexico Securities Action that will consolidate the 

York County Securities Action with the New Mexico Securities Action, and will further set a 

schedule pursuant to which, inter alia: (i) New Mexico shall file the TAC, and (ii) the NonDebtor Defendants shall move, answer, or otherwise respond to the TAC. The terms of this 

Stipulation and Agreement for Order are consistent with the terms of the New Mexico Securities 

Action Stipulation to the extent relevant.

 

1 For purposes of this Stipulation and Agreement for Order, Lebenthal & Co., LLC, an 

underwriter named as a defendant in the York County Securities Action, is not included among 

the defined groups “Underwriters” or “Non-Debtor Defendants.”

Case: 19-30088 Doc# 5374-6 Filed: 01/14/20 Entered: 01/14/20 15:56:59 Page 4 Case: 19-03006 Doc# 42 Filed: 05/01/19 Entered: 05/01/19 19:49:25 Page 3 of 7

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H. Upon the filing of the TAC, the Debtors intend to seek to preliminarily and 

permanently enjoin the prosecution of the New Mexico Securities Action as against all NonDebtor Defendants;

I. The Parties agree that, in light of the foregoing, and in the interests of efficiency 

and judicial economy: (i) New Mexico should be dismissed, without prejudice, from the 

Adversary Proceeding; (ii) the Debtors may initiate a new, separate adversary proceeding (the 

“New Mexico Adversary Proceeding”) as against New Mexico and relating only to the New 

Mexico Securities Action, as consolidated, seeking to preliminarily and permanently enjoin the 

prosecution of the New Mexico Securities Action against all Non-Debtor Defendants, and (iii) 

certain scheduling matters with respect to the New Mexico Adversary Proceeding should be 

resolved as set forth below. 

NOW, THEREFORE, IT HEREBY IS STIPULATED AND AGREED: 

1) New Mexico shall be dismissed, without prejudice, from the Adversary 

Proceeding, effective upon the filing of this Stipulation and Agreement for Order;

2) No later than 21 days from the date that the New Mexico Securities Action 

Stipulation is “So Ordered,” New Mexico shall file the TAC in the New Mexico Securities 

Action. The TAC shall continue to name the Debtors as defendants in the New Mexico 

Securities Action notwithstanding the Automatic Stay, provided that the TAC includes language 

that “it is understood that this action against the PG&E Defendants is stayed pursuant to the 

automatic stay provisions of 11 U.S.C. § 362”; 

3) No later than 21 days from the date of the filing of the TAC, the Debtors shall 

initiate the New Mexico Adversary Proceeding by filing a complaint (the “New Mexico 

Adversary Proceeding Complaint”) and motion (the “New Mexico Adversary Proceeding 

Motion”) seeking to preliminarily and permanently enjoin the prosecution of the New Mexico 

Securities Action, as consolidated, as against the Non-Debtor Defendants;

4) No later than 30 days from the date of the filing of the New Mexico Adversary 

Proceeding Motion, New Mexico shall file one brief in opposition (the “Opposition”) to the 

New Mexico Adversary Proceeding Motion; 

Case: 19-30088 Doc# 5374-6 Filed: 01/14/20 Entered: 01/14/20 15:56:59 Page 5 Case: 19-03006 Doc# 42 Filed: 05/01/19 Entered: 05/01/19 19:49:25 Page 4 of 7

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5) No later than 14 days from the date of the filing of the Opposition, the Debtors 

shall file one reply brief (the “Reply”) in further support of the New Mexico Adversary 

Proceeding Motion;

6) The Parties shall set the hearing on the New Mexico Adversary Proceeding 

Motion (the “Hearing”) for the first available regularly scheduled Debtors’ hearing date that is at 

least 7 days from the date of filing of the Reply; 

7) New Mexico shall, to the extent necessary, move, answer, or otherwise respond to 

the New Mexico Adversary Proceeding Complaint on or before the date that is 30 days from the 

date a decision on the New Mexico Adversary Proceeding Motion is rendered by this Court;

8) Nothing herein is intended to restrict New Mexico from seeking discovery in the 

New Mexico Adversary Proceeding, nor to restrict the Debtors from objecting to any such 

request(s) for discovery, and the Parties agree to cooperate to the extent reasonably practicable in 

that regard.

9) If any of the foregoing deadlines falls on a weekend, holiday, or other day on 

which this Court is closed, then such deadline shall be extended until the next day on which this 

Court is open.

10) This Stipulation and Agreement for Order shall be governed by, and construed in 

accordance with, applicable state and federal law.

11) The Court retains jurisdiction with respect to all matters arising out of and related 

to the implementation, interpretation, and enforcement of this Stipulation and Agreement for 

Order. Nothing herein shall be deemed to divest or otherwise impact the jurisdiction of the 

District Court with respect to the New Mexico Securities Action.

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DATED: May 1, 2019 / s / Randy Michelson

Randy Michelson (#114905)

MICHELSON LAW GROUP

220 Montgomery St, Suite 2100

San Francisco, CA 94104

Telephone: (415) 512-8600

Facsimile: (415) 512-8601 

randy.michelson@michelsonlawgroup.com

LOWENSTEIN SANDLER LLP

Michael S. Etkin (pro hac vice)

One Lowenstein Drive

Roseland, New Jersey 07068

Telephone: (973) 597-2500

Facsimile: (973) 597-2400

metkin@lowenstein.com

Bankruptcy Counsel for the Public Employees 

Retirement Association of New Mexico

LABATON SUCHAROW LLP

Thomas A. Dubbs 

Louis Gottlieb 

Carol C. Villegas 

Jeffrey A. Dubbin (#287199)

140 Broadway

New York, NY 10005

Telephone: (212) 907-0700

Facsimile: (212) 818-0477

tdubbs@labaton.com 

lgottlieb@labaton.com

cvillegas@labaton.com

jdubbin@labaton.com

Counsel for the Public Employees Retirement 

Association of New Mexico and Lead Counsel for 

the Class

Case: 19-30088 Doc# 5374-6 Filed: 01/14/20 Entered: 01/14/20 15:56:59 Page 7 Case: 19-03006 Doc# 42 Filed: 05/01/19 Entered: 05/01/19 19:49:25 Page 6 of 7

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/s/ Peter J. Benvenutti

Peter J. Benvenutti (#60566)

(pbenvenutti@kellerbenvenutti.com)

Tobias S. Keller (#151445)

(tkeller@kellerbenvenutti.com)

Jane Kim (#298192)

(jkim@kellerbenvenutti.com)

KELLER & BENVENUTTI LLP

650 California Street, Suite 1900

San Francisco, CA 94108

Tel: (415) 496-6723

Fax: (415) 636-9251

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice)

(jessica.liou@weil.com)

Matthew Goren (pro hac vice)

(matthew.goren@weil.com)

New York, NY 10153-0119

Tel: (212) 310-8000

Fax: (212) 310-8007

Attorneys for the Debtors

Case: 19-30088 Doc# 5374-6 Filed: 01/14/20 Entered: 01/14/20 15:56:59 Page 8 Case: 19-03006 Doc# 42 Filed: 05/01/19 Entered: 05/01/19 19:49:25 Page 7 of 7

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