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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 

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 

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) 

DECLARATION OF BENJAMIN P.D. SCHRAG

(I) REGARDING IMPLEMENTATION OF THE 

DEBTORS’ NOTICE PROCEDURES AND 

SUPPLEMENTAL NOTICE PLAN AND (II) IN 

SUPPORT OF THE DEBTORS’ OBJECTION TO 

CLASS REPRESENTATIVE’S MOTION TO 

EXTEND APPLICATION OF FEDERAL RULE 

OF CIVIL PROCEDURE 23 TO PROOF OF 

CLAIM 

Related Docket Nos.: 5042 

Date: January 29, 2020 

Time: 10:00 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). 

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Pursuant to 28 U.S.C. § 1746, I, Benjamin P.D. Schrag, hereby declare as follows under penalty 

of perjury: 

1. I am the Chief Business Development Officer of Prime Clerk LLC (“Prime Clerk”),1 a 

chapter 11 administrative services firm whose headquarters are located at One Grand Central Place, 60 

East 42nd Street, Suite 1440, New York, New York 10165. Except as otherwise noted, this Declaration 

is based upon my personal knowledge of the matters set forth herein, my review of relevant documents, 

and information provided to me by PG&E Corporation and Pacific Gas and Electric Company 

(collectively, the “Debtors”) and their agents and professionals, including professionals at Weil, Gotshal 

& Manges LLP, Cravath, Swaine & Moore LLP, AlixPartners LLP, and Prime Clerk, and my prior 

experience in bankruptcy noticing, and if called and sworn as a witness, I could and would testify 

competently thereto. 

2. I submit this declaration (the “Declaration”) (i) to provide the Court with a report 

regarding the successful and timely implementation of the Debtors’ robust multi-faceted plan and 

procedures for providing notice of the Bar Date and the procedures for filing proofs of claims to known 

and unknown claimants in the Debtors’ Chapter 11 Cases, including Known and Unknown Fire 

Claimants (the “Notice Procedures”), and (ii) in support of the Debtors’ objection, filed 

contemporaneously herewith, to the Securities Lead Plaintiff’s Motion to apply Bankruptcy Rule 7023 

to Class Proof of Claim [Docket No. 5042]. 

3. As detailed both in the May 22, 2019 Declaration of Benjamin P.D. Schrag in Support of 

Bar Date Motion [Docket No. 1787] (the “Initial Schrag Declaration”) and the November 11, 2019 

Declaration of Benjamin P.D. Schrag (i) Regarding Implementation of the Debtors’ Notice Procedures 

and Supplemental Notice Plan and (ii) in Support of Debtors’ Objection to Class Representative’s 

Motion to Extend Application of Federal Rule of Civil Procedure 23 to Class Proof of Claim [Docket 

No. 4687] (the “Supplemental Schrag Declaration,” together with the Initial Schrag Declaration, the 

“Prior Schrag Declarations”)2

 and the declarations of Shai Y. Waisman, Chief Executive Officer of 

 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such 

terms in the Bar Date Motion or Bar Date Order (each as defined below), as applicable. 2

 The Prior Schrag Declarations are incorporated herein by reference in their entirety. 

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Prime Clerk [Docket Nos. 1786 and 2643] (the “Waisman Declarations,” and together with the Initial 

Schrag Declaration and the Supplemental Schrag Declaration, the “Prior Declarations”) filed in 

connection with the Debtors’ motion seeking to establish a deadline for filing proofs of claim in the 

Chapter 11 Cases and to approve related noticing procedures [Docket No. 1784] (the “Bar Date 

Motion”), Prime Clerk is authorized by the Clerk of the Court to act as a claims and noticing agent and 

has significant experience acting in such capacity. On February 1, 2019, the Court entered an order 

appointing Prime Clerk as claims and noticing agent in these Chapter 11 Cases [Docket No. 245]. A 

comprehensive description of my background, Prime Clerk’s retention in these Chapter 11 Cases, and 

Prime Clerk’s extensive qualifications, experience, and expertise acting as claims and noticing agents in 

other chapter 11 cases is set forth in the Prior Declarations. 

I. IMPLEMENTATION OF THE NOTICE PROCEDURES 

4. By Order dated July 1, 2019 [Docket No. 2806] (the “Bar Date Order”), the Bankruptcy 

Court established October 21, 2019 at 5:00 p.m. (Pacific Time) (the “Bar Date”) as the deadline for 

filing proofs of claim on account of any prepetition claim in the Chapter 11 Cases. In addition to 

establishing the Bar Date, the Bar Date Order, among other things, approved: (i) three different proof of 

claim forms, including a customized Fire Claimant Proof of Claim Form that was designed and agreed 

to by the TCC; (ii) three separate forms of Bar Date Notice to be mailed out to potential claimants and 

other parties in interest, including customized notices for the Debtors’ Customers and Fire Claimants; 

and (iii) the Debtors’ robust, multi-faceted Notice Procedures for providing notice of the Bar Date to 

known and unknown claimants, including Known and Unknown Fire Claimants. In accordance with the 

Bar Date Order, the Debtors commenced implementation of their Notice Procedures on July 1, 2019 and 

continued their efforts through the Court-approved Bar Date of October 21, 2019 at 5:00 p.m. Pacific 

Time. 

5. As set forth in the Prior Declarations, the Debtors’ Notice Procedures were broad and 

robust, and included both extensive direct mailings to known claimants, including approximately 50,000 

Known Fire Claimants and the Debtors’ millions of Customers, as well as a multi-faceted supplemental 

noticing campaign (the “Supplemental Notice Plan”) that was designed to maximize reach to all 

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unknown claimants, including Unknown Fire Claimants, in a variety of different ways, including through 

(i) multiple local and national newspaper and magazine publication notices, (ii) digital advertising, 

including social media, social influencers, and other paid Internet search listings, (iii) television and 

radio advertising, (iv) press releases, and (v) extensive community and boots on the grounds outreach 

efforts. The summary below focuses on the results of the Debtors’ extensive direct noticing efforts and 

also includes a discussion of the claims filed and received by Prime Clerk prior to the Bar Date.3 In 

total, the Debtors expended more than $11 million on Bar Date Notice mailings and noticing efforts, 

including approximately $7.2 million on direct mailings, approximately $440,000 on publication notices, 

and approximately $2.9 million on the other aspects of the Supplemental Notice Plan.4 

6. As set forth in further detail below, implementation of the Notice Procedures has been, 

in my opinion, an absolute success and far exceeded the anticipated results as described to the Court in 

connection with approval of the Bar Date Motion or the results typically achieved in other high-profile 

chapter 11 cases, including chapter 11 cases involving mass tort claims. 

Direct Mailings 

7. At the direction of the Debtors, Prime Clerk mailed over 6.5 million copies of the Bar 

Date Notices and Proof of Claim Forms to potential claimants in these Chapter 11 Cases. As noted in 

the Supplemental Schrag Declaration, Prime Clerk served the Standard Proof of Claim Form and 

Standard Bar Date Notice on approximately 141,000 potential creditors, contract counterparties, and 

other parties in interest. Prime Clerk additionally served the Standard Bar Date Notice on approximately 

11,300 funded debt claimants and approximately 111,000 holders of the equity interests in PG&E Corp. 

8. A chart summarizing the direct mailings completed by Prime Clerk at the direction of the 

Debtors is set forth below: 

 

3

 An in-depth discussion of the results of the Debtors’ Supplemental Notice Plan is set forth in the 

Declaration of Jeanne C. Finegan, submitted contemporaneously herewith. 

4

 Although the Debtors’ have approximately 16 million customers, that equates to approximately 6.2 

million unique customer accounts to which the Debtors provided actual notice of the Bar Date. The 

corresponding decrease in cost from sending fewer mailers than anticipated accounts for the difference 

in the estimated cost versus the final cost of the Notice Procedures. 

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Category Approximate 

Number of 

Direct Mailings 

Notice(s)/Form(s) Received 

Customer List 6,200,000 A) Customer Bar Date Notice 

B) Standard Proof of Claim Form 

Known Fire Claimants 50,000 A) Fire Claim Bar Date Notice 

B) Fire Claimant Proof of Claim 

Form 

Potential Fire Claimants 

Identified from GIS Data 

17,000 A) Fire Claim Bar Date Notice 

B) Fire Claimant Proof of Claim 

Form 

Creditor Matrix 50,000 A) Standard Bar Date Notice 

B) Standard Proof of Claim Form 

Schedule D/E/F Parties 75,000 A) Standard Bar Date Notice 

B) Standard Proof of Claim Form 

Schedule G Contract 

Counterparties 

16,000 A) Standard Bar Date Notice 

B) Standard Proof of Claim Form 

Subrogation Claimants 225 A) Fire Claim Bar Date Notice 

B) Wildfire Subrogation 

Claimant Proof of Claim Form 

Noteholders 11,300 A) Standard Bar Date Notice 

Equity Holders 111,000 A) Standard Bar Date Notice 

Brokerage Nominees 1,352 A) Standard Bar Date Notice 

Total: 6,531,877

9. Affidavits certifying that service on the aforementioned parties was carried out at the 

Debtors’ direction and in accordance with the Bar Date Order, the Bankruptcy Code, and otherwise 

applicable law, and the method of such service, were filed by Prime Clerk on July 23, 2019 [Docket No. 

3159], July 30, 2019 [Docket No. 3262], and August 8, 2019 [Docket No. 3474]. 

10. To reach claimants who had changed their address, Prime Clerk used the U.S. Postal 

Service Change of Address Database. For mail that was returned with a forwarding address, Prime Clerk 

forwarded notice to the new address. For mail that was returned and marked undeliverable, Prime Clerk 

engaged the TransUnion Skip Tracing Database to search for alternative addresses, where Prime Clerk 

then sent notice. Through this process, Prime Clerk was able to forward approximately 69% of returned 

mail to an alternative address. An affidavit of service certifying that these supplemental remailings 

occurred was filed on October 31, 2019 [Docket No. 4543]. 

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11. As set forth in the Bar Date Order, email notice was used by the Debtors to supplement 

hard-copy notice. I understand the Debtors sent email notice to approximately 4.2 million customer 

accounts for which the Debtors have email information. 

Claim Centers 

12. In accordance with the Bar Date Order, Claim Centers were created as places where 

members of the affected communities could go during normal business hours to ask general questions 

about the claims process, obtain Proof of Claim Forms, and hand deliver Proofs of Claim and receive a 

date-stamped receipt. In addition, the Bar Date Notices were posted in all of the Debtors’ billing service 

centers (approximately seventy (70) service centers in total). Approximately 3,900 individuals visited 

and talked to an agent at the Claim Centers, and a total of approximately 19,200 proofs of claim were 

filed in-person at the Claims Centers, as detailed in the following chart: 

Location

Total 

Visitors as of 

10/21/19

Total Claims 

Received as of 

10/21/19

Redding 267 57 

Chico 763 6,859 

Oroville 723 191 

Marysville 448 1,110 

Napa 752 5,195 

Santa Rosa 952 5,792 

TOTAL 3,905 19,204

Case Website, Call Centers and Email Notification 

13. As described in the Bar Date Motion, the Debtors, through Prime Clerk, have established 

a dedicated Case Website and Call Center reachable by toll-free numbers. The Case Website and tollfree numbers have been prominently displayed in all printed notice documents and other paid 

advertising. The Case Website provided notice of the Bar Date and all requirements to comply therewith, 

and other relevant information relating to the Chapter 11 Cases and call center operators conveyed this 

information to inquiring callers. 

14. The Call Center received over 8,190 calls, voicemails, and live chats. When Prime Clerk 

received a voicemail or live chat after hours, Prime Clerk reached out the next day to follow up whenever 

possible. 

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15. The Case Websites (as defined in the Supplemental Schrag Declaration) collectively 

received over 784,255 page views, of which 475,073 occurred after July 1, 2019, when this Court 

approved the Bar Date and Notice Procedures. Additionally, Prime Clerk responded to 1,390 email 

inquiries submitted via the Case Websites. 

16. Prime Clerk estimates that there were in excess of 14,000 individual downloads of the 

Bar Date Notices and Proof of Claim Forms from the Case Website. 

II. CLAIMS RECEIVED AS OF THE BAR DATE 

17. As a result of the Debtors’ extensive Notice Procedures, including the Supplemental 

Notice Plan, over 85,000 claims were received prior to the Bar Date. Claims have been received online, 

by mail, in person at Claim Centers, and through the Debtors’ efforts to coordinate uploading and claims 

sharing from the BrownGreer database maintained by certain of the attorneys for the individual Fire 

Claimants. 

18. Below is a breakdown of the total number of claims that were filed before the Bar Date: 

Vehicle Claims Received 

Online (via the Case Websites / 

Court Website) 

17,210 

Mail 7,752 

In Person at Claim Centers 19,204 

BrownGreer 41,604 

Total 85,770 

19. Based on my experience, the 85,000 claims filed in these Chapter 11 Cases exceeds the 

absolute number of claims filed in most recent, high-profile bankruptcies including other chapter 11 

cases involving mass torts. For example: 

 Takata’s chapter 11 cases, In re TK Holdings Inc., No. 17-11375 (BLS) 

(Bankr. D. Del. 2017), had 58,257 claims filed, despite mailing 88 million 

notices directly to claimants. 

 Lehman Brothers’ chapter 11 cases, In re Lehman Bros. Holdings Inc., Case 

No. 08-13555 (SCC) (Bankr. S.D.N.Y.), had 68,263 claims filed, despite 

being the largest chapter 11 case in history and having a global creditor 

base. 

 General Motors’ chapter 11 cases, In re Motors Liquidation Co., Case No. 

09-50026 (REG) (Bankr. S.D.N.Y.), had approximately 71,000 claims filed. 

 Toys ‘R’ Us’ chapter 11 cases, In re Toys “R” Us, Inc. Case No. 17-34665 

(KLP) (Bankr. E.D. Va.), had 22,924 claims filed. 

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 RadioShack’s chapter 11 cases, In re RS Legacy Corp., Case No. 15-10197 

(BLS) (Bankr. D. Del.), had 19,121 claims filed. 

 PG&E’s 2001 chapter 11 case, In re Pacific Gas & Elec. Co., Case No. 01-

30923 (DM) (Bankr. N.D. Cal.), had approximately 13,500 claims filed. 

 Residential Capital’s (ResCap) chapter 11 cases, In re Residential Capital, 

LLC, Case No. 12-12020 (MG) (Bankr. S.D.N.Y.), had 7,500 claims filed. 

 Washington Mutual’s chapter 11 cases, In re Washington Mutual, Inc., Case 

No. 08-12229 (MFW) (Bankr. D. Del.) had 4,100 claims filed. 

III. CONCLUSION 

20. The Noticing Procedures in these Chapter 11 Cases, as implemented, have exceeded 

projected and anticipated results contemplated when they were approved on July 1, 2019, achieving a 

broad reach that is virtually unmatched in my experience in chapter 11 cases. 

 

Case: 19-30088 Doc# 5371 Filed: 01/14/20 Entered: 01/14/20 15:47:14 Page 8 of

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Pursuant to 28 U.S.C. § 1746, I declare under the penalty of perjury, that the foregoing is true 

2 and correct to the best of my knowledge, information, and belief. 

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Dated: January 14, 2020 

New York, New York 

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