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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) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors and Debtors in Possession

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019

Tel: 212 474 1000 

Fax: 212 474 3700 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

DEBTORS’ STATUS CONFERENCE 

STATEMENT 

Date: September 24, 2019

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

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

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). 

Case: 19-30088 Doc# 3980 Filed: 09/23/19 Entered: 09/23/19 17:45:04 Page 1 of

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PG&E Corporation and Pacific Gas and Electric Company, as debtors and debtors in 

possession (collectively, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases, hereby 

submit this statement in connection with the status conference to be held on September 24, 2019, and 

in reply to the Status Conference Statement of the Official Committee of Tort Claimants, filed on 

September 18, 2019 [Dkt. No. 3931]. 

On September 9, 2019, the Debtors filed their Joint Chapter 11 Plan of Reorganization

[Docket No. 3841]. The filing of the Plan was an important step in the process toward compensating 

wildfire victims and emerging from Chapter 11 by June 30, 2020, as required under AB 1054 for 

PG&E’s participation in California’s newly-established wildfire insurance fund. The Debtors’ Plan is 

confirmable, it complies with the Bankruptcy Code, and it satisfies the requirements of AB 1054. 

Since filing the Plan, the Debtors have continued to make significant progress in these 

cases. On September 13, 2019, the Debtors announced an agreement in principle with the Ad Hoc 

Group of Subrogation Claim holders, which represents holders of approximately 85% of the insurance 

subrogation claims related to the 2017 and 2018 Northern California Wildfires (the “Wildfires”), to 

resolve their claims pursuant to the Plan for the aggregate amount of $11 billion. Over this past 

weekend, the Debtors executed definitive settlement documentation with the subrogation claim 

holders, and this morning the Debtors filed the Debtors’ First Amended Joint Chapter 11 Plan of 

Reorganization [Dkt. No. 3966] (the “First Amended Plan”), which incorporates that settlement. The 

agreement with the subrogation claim holders follows the June 19, 2019, settlement between the 

Debtors and 18 public entities in the areas affected by the Wildfires to resolve their claims for a total 

of $1 billion, also to be implemented pursuant to the First Amended Plan. The Debtors remain 

committed to working with the TCC and the individual wildfire claimants to fairly and reasonably 

resolve their claims and, as the Court is aware, estimation proceedings concerning those claims are 

now taking place in the District Court. 

The Debtors also announced this morning that they have received aggregate equity 

commitments in excess of their $14 billion target amount from a broad array of investors, including 

current shareholders. (See Sept. 23 Press Release, attached hereto as Exhibit A.) Those equity 

Case: 19-30088 Doc# 3980 Filed: 09/23/19 Entered: 09/23/19 17:45:04 Page 2 of

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commitments will serve as the foundation for the equity portion of PG&E’s exit financing package 

that will fund the First Amended Plan and PG&E’s successful emergence from Chapter 11. 

The purpose of the September 24 status conference, as this Court explained at the 

hearing on August 27, is to address procedural matters associated with the Debtors’ Plan. (See Aug. 27 

Hr’g Tr. at 166:19-24 (“I’m not inviting anybody to do anything. I’m sure those who want to take 

[the Debtors’ plan] and criticize it can do so, but at our follow-up status conference my intention then 

will be to hear where we go from there in terms of procedural settings”).) This Court further indicated 

that it would not expect any filings in connection with this status conference (id. at 126:5) and also 

stated: “And I know you’re going to want to ask to deal with the exclusivity issue. I wouldn’t worry 

about that for now. If [the Debtors] file the plan in the manner that we have discussed, [they]’ve met 

that benchmark, and that triggers [their] next grace period under the statute.” (Id. at 167:5-9 .) 

As the Court is aware, on September 19, the Ad Hoc Committee of Senior Unsecured 

Noteholders (the “Ad Hoc Committee”) led by Elliott Management Corporation, and the Official 

Committee of Tort Claimants (the “TCC”) filed a joint motion to terminate the Debtors’ exclusivity 

periods (the “Second Exclusivity Motion”) so that they may file an alternative plan of reorganization 

(the “Elliott Plan”). [Dkt. No. 3940.] The Second Exclusivity Motion also includes the TCC new 

contention that the fire claims are “valued at $24 billion” in the aggregate [Dkt. No. 3941 at 2], down 

$30 billion from the TCC’s previous unsupported assertion that the value of those claims “exceed[s] 

$54 billion” [Dkt. No. 2855 at 19]. This Court declined those parties’ request to have the Second 

Exclusivity Motion heard at tomorrow’s status conference, however, explaining that there “is simply 

not enough time for the court to study and understand the details of the request and opposition, nor for 

the Debtors to prepare a meaningful response.” [Dkt. No. 3947 at 2.] The Court instead scheduled a 

hearing on the Second Exclusivity Motion for October 8, 2019. 

The Debtors will address the fundamental flaws with the Elliott Plan at the appropriate 

time. As the Court has made clear, the September 24 status conference on the Debtors’ Plan is not an 

appropriate forum for addressing the Elliott Plan or the Second Exclusivity Motion, which are 

scheduled to be heard on October 8. 

Case: 19-30088 Doc# 3980 Filed: 09/23/19 Entered: 09/23/19 17:45:04 Page 3 of

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Lastly, the TCC’s argument that the make-whole doctrine permits or requires the 

subordination of subrogation claims to individual claims has no merit whatsoever. In the first place, 

under the Debtors’ plan, all individual fire claims will be satisfied in full “in the amounts agreed upon 

in any pre-insolvency proceeding settlement agreements or any post-insolvency settlement 

agreements, authorized by the court through an estimation process or otherwise allowed by the court,” 

as required by AB 1054. In other words, all fire claimants will be made whole. Even if that were not 

the case, as explained in the Reply of the Ad Hoc Group of Subrogation Claim Holders [Dkt. No. 

3961], the made-whole obligation is limited to the obligation of an individual property insurer to its 

individual insured for claims arising out of its payments to that insured, and the TCC cites no authority, 

because there is none, to suggest that there may be a wholesale general subordination of subrogation 

claims of all insurers to the tort claims of all insureds, as well as to the claims of individuals who were 

uninsured. For these and a host of other reasons, the TCC’s arguments that all subrogation claims 

must be subordinated to individual claims are inconsistent with state and federal law. 

* * * 

The Debtors look forward to addressing any questions the Court may have related to 

the Debtors Amended Plan at tomorrow’s status conference. 

Case: 19-30088 Doc# 3980 Filed: 09/23/19 Entered: 09/23/19 17:45:04 Page 4 of

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Dated: September 23, 2019 

 WEIL, GOTSHAL & MANGES LLP 

 CRAVATH, SWAINE & MOORE LLP 

 KELLER & BENVENUTTI LLP 

 /s/ Stephen Karotkin

 Stephen Karotkin 

Attorneys for Debtors and Debtors in Possession

Case: 19-30088 Doc# 3980 Filed: 09/23/19 Entered: 09/23/19 17:45:04 Page 5 of

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