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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) 

STIPULATED AMENDMENT TO 

FIRST INTERIM FEE APPLICATION 

OF DEVELOPMENT SPECIALISTS, 

INC. FOR ALLOWANCE AND 

PAYMENT OF COMPENSATION 

AND REIMBURSEMENT OF 

EXPENSES (MARCH 20, 2019 

THROUGH JULY 31, 2019) 

Date: January 29, 2020 

Time: 10:00 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Judge: Hon. Dennis Montali 

OBJECTION DATE: 

January 22, 2019 

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SUMMARY OF STIPULATED 

AMENDMENT1 TO FIRST INTERIM FEE APPLICATION 

Date Filed

Period

Covered   Requested Fees  

Requested

Expenses    Paid Fees  

Paid

Expenses  

Holdback Fees

Requested  

08/09/2019

(Doc 3486)

03/20/2019 ‐ 

05/31/2019   $      380,479.00    $       12,662.69    $  304,383.20    $  12,662.69    $         76,095.80  

09/20/2019

(Doc 3955)

06/01/2019 ‐ 

06/30/2019            303,452.25             13,155.97  

   

242,761.80         13,155.97                60,690.45  

10/15/2019

(Doc 4209)

07/01/2019 ‐ 

07/31/2019            406,567.75               7,589.23   325,254.20          7,589.23                   81,313.55  

       $   1,090,499.00    $       33,407.89    $  872,399.20    $  33,407.89   $218,099.80 *  

Objections to Monthly Fee Statements: No objections have been filed regarding the First, 

Second or Third Monthly Fee Statements. 

*Holdback Amount Requested by Applicant: $218,099.80 minus a reduction in fees and 

expenses as agreed to by the Applicant and the Fee Examiner in the amount of $55,000.00 for a 

total request of $163,099.80. 

Fee Examiner Waives Objection to First Interim Application: In exchange for the 

reductions agreed to by the Applicant, the Fee Examiner waives any further objection to the First 

Interim Fee Application and preserves his right to object to the final fee application. 

 

1

 This Stipulated Amendment is being filed to reflect a reduction to the amount sought for fees and expenses in 

Applicant’s First Interim Fee Application of $55,000.00 as well as acknowledging the fees for non-working travel 

time pursuant to the 2 hour cap provided in the existing Local Rules and Court Guidelines and the order approving 

the Fee Examiner’s procedures entered on November 15, 2019 [Docket No. 4770] are in compliance as part of this 

reduction. 

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STIPULATED AMENDMENT TO FIRST INTERIM APLICATION OF 

DEVELOPMENT SPECIALISTS, INC. FOR ALLOWANCE AND PAYMENT OF 

COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD 

MARCH 20, 2019 THROUGH JULY 31, 2019. 

Development Specialists, Inc. (“DSI” or the “Applicant”), a financial advisor for the 

Official Committee of Tort Claimants (the “Tort Committee”), representing the largest group of 

stakeholders in the jointly administered bankruptcy cases (the “Chapter 11 Cases”) of PG&E 

Corporation and Pacific Gas and Electric Company (the “Debtors”), hereby submits its Stipulated 

Amendment to First Interim Application for Allowance and Payment of Compensation and 

Reimbursement of Expenses for the Period March 20, 2019 through July 31, 2019 (the 

“Amendment”) for allowance and payment of compensation for professional services rendered, 

and for allowance and reimbursement of actual and necessary expenses incurred for the period 

commencing March 20, 2019 through and including July 31, 2019 (the “Compensation Period”) 

pursuant to 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 dated February 27, 2019 Dkt. No. 701 (the “Interim Compensation Procedures 

Order”), sections 330 and 331 of title 11 of the United States Code (the “Bankruptcy Code”), 

Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Guidelines 

for Compensation and Expense Reimbursement of Professionals and Trustees (the “Northern 

District Guidelines”), the United States Trustee Guidelines for Reviewing Applications for 

Compensation and Reimbursement of Expenses filed under 11 U.S.C. § 330 (the “UST 

Guidelines”) and the Local Bankruptcy Rules for the Northern District of California. 

The Amendment seeks interim approval of $1,068,906.89 in total compensation and 

reimbursement of expenses, consisting of $1,090,499.00 in compensation and $33,407.89 in 

expenses minus a reduction in fees and expenses in the amount of $55,000.00 as agreed upon by 

the Applicant and the Fee Examiner. The Amendment would reduce the 20% holdback amount of 

$218,099.80 due to Applicant by $55,000.00 (as evidenced by the Declaration of Bradley D. Sharp, 

attached hereto as Exhibit A) for a total holdback amount due of $163,099.80. 

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BACKGROUND AND BASIS FOR AMENDMENT 

A. The Debtors Bankruptcy Proceedings 

On January 29, 2019, the Debtors commenced these Chapter 11 Cases by filing voluntary 

petitions for relief under chapter 11 of title 11 of the United States Code. 

On February 15, 2019, the Office of the United States Trustee (“U.S. Trustee”) filed 

an Appointment of the Official Committee of Tort Claimants [Doc. No. 453]. Following the 

resignation of Richard Heffern from the original committee and the addition of Tommy Wehe, on 

February 21, 2019, the U.S. Trustee filed the Amended Appointment of the Official Committee of 

Tort Claimants [Doc. No. 530]. The members of the TCC are: (i) GER Hospitality, LLC, in its 

capacity as an individual claimant; (ii) Kirk Trostle; (iii) Tommy Wehe; (iv) Angelo Loo; (v) Karen 

K. Gowins; (vi) Agajanian, Inc.; (vii) Susan Slocum; (viii) Samuel Maxwell; (ix) Karen M. 

Lockhart; (x) Wagner Family Wines-Caymus Vineyards; and (xi) Gregory Wilson. The TCC 

conducted a meeting on February 15, 2019, at which all members were present, and appointed 

Karen M. Lockhart as Chairperson. 

B. The TCC Retention of Development Specialists, Inc.

On April 15, 2019, the TCC filed the Application of the Official Committee of Tort 

Claimants Pursuant to 11 U.S.C. Section 1103 and Fed. R. Bankr. P. 2014 and 5002 to Retain and 

Employ Development Specialists, Inc. as a Financial Advisor Effective as of March 20, 2019 (Doc. 

1461)(the “DSI Application”) and modified in the Supplement to the Applications of the Official 

Committee of Tort Claimants to Retain and Employ Lincoln Partners Advisors LLC and 

Development Specialists, Inc. As Its Financial Advisors (Doc 1837) DSI agreed to provide the 

following categories of professional services to the TCC: 

i. Advising the Committee and its counsel regarding the tort claims process, filing 

and processing of tort claims and estimation of tort claims, 

ii. Monitor developments in the Debtors’ case and assist counsel, 

iii. Claims management, 

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iv. Advise the Committee with respect to formulation of a plan and disclosure 

statement, as well as plan feasibility matters that involve the foregoing, 

v. Participate in meetings/calls with the Debtors, creditors, other committees, the US 

Trustee, and other parties in interest and professionals hired by the same, as requested and 

vi. Perform such other tasks as may be agreed to by DSI and directed by the 

Committee or order of any Court having jurisdiction over the Committee. 

On May 10, 2019, the Court entered the Order Approving the Application of the Official 

Committee of Tort Claimants Pursuant to 11 U.S.C. Section 1103 and Fed. R. Bankr. P. 2014 and 

5002 to Retain and Employ Development Specialists, Inc. as A Financial Advisor Effective as of 

March 20, 2019 (Doc. 1977) (the “Retention Order”). 

On May 28, 2019, the Court entered an order appointing Bruce A. Markell as fee examiner 

(“Fee Examiner”) in the Bankruptcy Cases. [Docket No. 2267]. DSI has communicated with the 

Fee Examiner and has supplied information to the Fee Examiner as requested and necessary for the 

Fee Examiner to evaluate the reasonableness of the compensation sought in this Application. 

On November 14, 2019, (the “Application Date”), Applicant filed its First Interim Fee 

Application of Development Specialists, Inc. for Allowance and Payment of Compensation and 

Reimbursement of Expenses (March 20, 2019 through July 31, 2019) [Docket No. 4731] (the “First 

Interim Fee Application”). 

On December 8, 2019, the Fee Examiner served its Initial Report of the Fee Examiner

(“Initial Report”) which provided the initial conclusions and finding of the Fee Examiner 

concerning Applicant’s First Interim Fee Application. 

On December 18, 2019, the Court entered Amended Order Granting Fee Examiner’s 

Motion to Approve Fee Procedures [Docket No. 5168]. 

Since December 8, 2019, the Applicant, the Fee Examiner, and Mr. Scott McNutt 

(“McNutt”), the attorney for the Fee Examiner, have been involved in multiple discussions 

regarding the First Interim Fee Application and the Initial Report. These discussions were 

productive and led to an agreement between the Applicant, the Fee Examiner, and McNutt, that 

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Applicant would reduce the holdback amount due from the First Interim Application by a total of 

$55,000.00. 

Applicant reviewed the fees for non-working travel pursuant to the order approving the Fee 

Examiner’s procedures entered on November 15, 2019 [Docket No. 4770] and amended on 

December 18, 2019 [Docket No. 5158] (which were entered subsequent to the filing of the First 

Interim Fee Application) authorizing a two-hour allowance for non-working travel. In the First 

Interim Fee Application, Applicant billed these fees at the full time incurred, but at 50% of the 

normal rate. Applicant reviewed the non-working travel fees and determined that if Applicant were 

to adjust these entries to the two-hour allowance, but at its full billing rate, it would result in an 

increase of fees due to Applicant of approximately $15,000. Applicant has agreed to forego these 

increased fees and the Fee Examiner has agreed that the Applicant is in compliance with the order 

regarding non-working travel fees. 

An agreed proposed form of order is attached hereto as Exhibit B. The Fee Examiner 

agrees to entry of this order. 

In exchange for the reductions by the Applicant, the Fee Examiner waives any further 

objection to the First Interim Fee Application and preserves his right to object to DSI’s final fee 

application. 

WHEREFORE, Applicant respectfully seeks entry of an order substantially in the form 

attached hereto as Exhibit B: 

1. Awarding interim allowance of compensation during the Application Period in the 

total amount of $1,068,906.89, consisting of $1,090,499.00 in compensation and $33,407.89 in 

expenses minus a reduction in fees and expenses in the amount of $55,000.00 as agreed upon by 

the Applicant and the Fee Examiner. 

2. Authorizing and directing the Debtors to make prompt payment to DSI of the total 

amount of $163,099.80, representing the 20% holdback of fees in the amount of $218,099.80 minus 

the reduction in fees and expenses in the amount of $55,000.00 as agreed upon by the Applicant 

and the Fee Examiner. 

3. Granting such other and further relief as the Court may deem just and proper. 

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Dated: January ___, 2020 Respectfully submitted, 

Bradley D. Sharp 

Development Specialists, Inc. 

Financial Advisors to the Official Committee of 

Tort Claimants 

 Agreed and Approved 

/s/ Scott H. McNutt 

Counsel to the Fee Examiner

6

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EXHIBIT A 

CERTIFICATION 

I, Bradley D. Sharp, certify as follows: 

The following facts are personally known to me, and if called to do so, I could and would 

competently testify thereto. 

1. I am President and CEO of Development Specialists, Inc. (“DSI”). I submit this 

certification in support of the Stipulated Amendment to First Interim Application for Allowance and 

Payment of Compensation and Reimbursement of Expenses for the Period March 20, 2019 through 

July 31, 2019 (the “Amendment”). 

2. I have personally reviewed the information contained in the Amendment and believe 

its contents to be true to the best of my knowledge, information and belief. 

3. The compensation and expense reimbursement sought in this Amendment, to the 

best of my knowledge, information and belief, after reasonable inquiry, is in conformity with 

sections 330, 331, and 1103 of title 11, United States Code; Rule 2016 of the Federal Rules of 

Bankruptcy Procedure; the Local Rules for the United States Bankruptcy Court for the Northern 

District of California; 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, entered on February 27, 2019; 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; and the Guidelines 

for Compensation and Expense Reimbursement of Professional and Trustees, promulgated 

pursuant to Local Rule 9029-1, governing the narrative portion of fee applications, effective 

February 19, 2014; the revised Fee Examiner Protocol filed on October 24, 2019 (the “Revised 

Protocol”) [Docket No. 4473] as approved by the Court on November 15, 2019 [Docket No. 4770] 

and Amended Order Granting Fee Examiner’s Motion to Approve Fee Procedures [Docket No. 

5168] (collectively, the “Guidelines” 

4. The compensation and expense reimbursement requested in this Application are billed 

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at rates, in accordance with practices, no less favorable than those customarily employed by DSI 

and generally accepted by DSI’s clients. 

5. As stated in the Amendment, since December 8, 2019, DSI, the Fee Examiner, and 

Mr. Scott McNutt (“McNutt”), the attorney for the Fee Examiner, have been involved in multiple 

discussions regarding the First Interim Fee Application and the Initial Report. These discussions 

have been productive and led to an agreement between DSI, the Fee Examiner, and McNutt, that 

DSI would reduce the holdback amount due from the First Interim Application by a total of 

$55,000.00. 

 

Date: January ___, 2020 

Bradley D. Sharp 

Development Specialists, Inc. 

Financial Advisors to the Official Committee of 

Tort Claimants 

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EXHIBIT B 

PROPOSED ORDER 

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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) 

ORDER GRANTING FIRST INTERIM 

FEE APPLICATION OF 

DEVELOPMENT SPECIALISTS, INC. 

FOR ALLOWANCE AND PAYMENT 

OF COMPENSATION AND 

REIMBURSEMENT OF EXPENSES 

(MARCH 20, 2019 THROUGH JULY 

31, 2019) 

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THIS MATTER came before the Court upon consideration of the First Interim Application 

for Allowance and Payment of Compensation and Reimbursement of Expenses for the Period 

March 20, 2019 through July 31, 2019 [Docket No. 4731] (the “First Interim Application”) and 

the Stipulated Amendment to First Interim Application for Allowance and Payment of 

Compensation and Reimbursement of Expenses for the Period March 20, 2019 through July 31, 

2019 [Docket No. XXXX] (the “Amendment”) filed by Development Specialists, Inc. (“DSI”), 

financial advisors for the Official Committee of Tort Claimants (“TCC”). Based upon the Court’s 

review and consideration of the First Interim Application and the Amendment, the certification in 

support thereof, and the other records and pleadings filed in the above-captioned chapter 11 cases, 

THE COURT HEREBY FINDS that notice of and opportunity for a hearing on the First 

Interim Application and Amendment was duly given and that such notice was appropriate and 

sufficient under the particular circumstances. It appears to the Court that good cause exists for 

interim approval of the fees and expenses requested by Baker in the First Interim Application and 

Amendment, pursuant to section 330 of the Bankruptcy Code and Federal Rule of Bankruptcy 

Procedure 2016. The Court further finds that the fees and expenses requested in the First Interim 

Application, as modified by the Amendment, are reasonable and have been earned. 

THEREFORE, IT IS HEREBY ORDERED: 

1. The First Interim Application and Amendment are approved on an interim basis 

as reflected herein: 

2. DSI is awarded an interim allowance of compensation during the Application Period 

in a total amount of $1,068,906.89, consisting of $1,090,499.00 in compensation and $33,407.89 

in expenses minus a reduction in fees and expenses in the amount of $55,000.00 as agreed upon by 

the Applicant and the Fee Examiner. 

3. The Debtors are authorized and directed to make prompt payment to DSI the total 

amount of $163,099.80, representing the 20% holdback of fees in the amount of $218,099.80 minus 

the reduction in fees and expenses in the amount of $55,000.00 as agreed upon by the Applicant 

and the Fee Examiner. 

4. In exchange for the reductions agreed to by the Applicant, the Fee Examiner waives 

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any further objection to the First Interim Fee Application and preserves his right to object to DSI’s 

final fee application. 

5. The Court retains jurisdiction over any issues or disputes arising out of or relating to 

this Order. 

*** END ORDER *** 

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Notice Parties 

PG&E Corporation  

c/o Pacific Gas & Electric Company  

Attn: Janet Loduca, Esq.  

77 Beale Street  

San Francisco, CA 94105

Keller & Benvenutti LLP  

Attn: Tobias S. Keller, Esq.  

            Jane Kim, Esq.  

650 California Street, Suite 1900  

San Francisco, CA 94108

The Office of the United States Trustee for Region 17  

Attn: James L. Snyder, Esq.  

           Timothy Laffredi, Esq.  

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

San Francisco, CA 94102

Milbank LLP  

Attn: Dennis F. Dunne, Esq.  

            Sam A. Khalil, Esq.  

55 Hudson Yards  

New York, NY 10001‐2163

Milbank LLP  

Attn: Paul S. Aronzon, Esq.  

           Gregory A. Bray, Esq.  

           Thomas R. Kreller, Esq.  

2029 Century Park East, 33rd Floor  

Los Angeles, CA 90067

Weil, Gotshal & Manges LLP  

Attn: Stephen Karotkin, Esq.  

           Jessica Liou, Esq.  

          Matthew Goren, Esq.  

767 Fifth Avenue  

New York, NY 10153‐0119

Bruce A. Markell  

Fee Examiner  

541 N. Fairbanks Court Suite 2200  

Chicago, IL 60611‐3710

Scott H. McNutt  

Attorney for the Fee Examiner  

324 Warren Road  

San Mateo, CA 94402

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