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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)

FIRST AND FINAL APPLICATION 

OF DUNDON ADVISERS LLC FOR 

ALLOWANCE AND PAYMENT OF 

COMPENSATION AND 

REIMBURSEMENT OF EXPENSES 

FOR THE PERIOD MARCH 1, 2019 

THROUGH AUGUST 31, 2019

Hearing date: TBD

OBJECTION DEADLINE: 

December 4, 2019 at 4:00 p.m. (PDT)

To: The Notice Parties

Name of Applicant: Dundon Advisers LLC, Financial Advisor for 

the Official Committee of Tort Claimants

Authorized to Provide Professional Services to: Official Committee of Tort Claimants

Period for which compensation and 

reimbursement are sought: March 1, 2019 through August 31, 2019

Amount of compensation and reimbursement 

sought: $152,954.00 (100%)

Amount of expense reimbursement sought as 

actual, reasonable, and necessary: $5,370.24

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 1 of

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4840-4592-8620.1

SUMMARY OF FIRST AND FINAL INTERIM FEE APPLICATION

Dundon’s First and Final Monthly Fee Statement is being filed simultaneously herewith, 

seeking payment of 80% of $152,954.00 in fees and reimbursement of 100% of $5,374.00 in 

expenses. No other fee statements or applications have been previously submitted, nor have any 

fees been paid nor expenses reimbursed to date.

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 2 of

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SUMMARY OF COMPENSATION BY PROFESSIONAL

FOR THE APPLICATION PERIOD

Name Hours Rate Total Billed

Matthew Dundon 130.8 630 $ 79,884.00 

Laurence Pelosi 59.0 630 $ 37,170.00 

John Roussey 10.4 550 $ 5,720.00 

Alex Mazier 54.3 600 $ 30,180.00 

Total 254.5 $ 152,954.00 

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 3 of

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SUMMARY OF COMPENSATION BY WORK TASK CODE

FOR THE APPLICATION PERIOD

Task 

Code

Task Description Hours Total Billed

1 Case Administration 9.7 $6,075.00

2 Communications Platform 38.0 $23,171.00

3 Corporate Governance 25.4 $15,819.00

4 Court Proceedings 4.0 $2,520.00

5 Future Wildfire Mitigation 19.4 $9,267.00

6 Meetings and Communications with Committee Professionals 17.5 $8,505.00

7 Meetings and Communications with Creditors 17.0 $10,677.00

8 Public Policy 49.2 $30,951.00

9 Rate Base 20.1 $12,096.00

10 Real Estate 33.6 $21,102.00

11 Retention and Fee Applications 20.4 $12,771.00

Total 254.5 $152,954.00

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 4 of

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4840-4592-8620.1

Dundon Advisers LLC (“Dundon” or the “Applicant”), a financial advisor for the Official 

Committee of Tort Claimants (the “TCC”), representing the largest group of stakeholders in the 

jointly administered bankruptcy cases (the “Cases”) of PG&E Corporation and Pacific Gas and 

Electric Company (the “Debtors”), hereby submits its First and Final Interim Fee Application (the 

“Fee Application”) for allowance of compensation for professional services performed by Dundon 

for the period commencing March 1, 2019 through and including August 31, 2019 (the “Application 

Period”) and reimbursement of its actual and necessary expenses incurred during the Application 

Period.*

The applicant seeks interim approval of compensation and reimbursement of expenses 

totaling $158,324.24, which sum represents compensation for professional services rendered in the 

amount of $152,954.00 and reimbursement for expenses incurred in the amount of $5,370.24. The 

Applicant is seeking entry of an order pursuant to sections 330, 331, and 1103 of title 11, United 

States Code (the “Bankruptcy Code”); Rule 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”); the Local Rules for the United States Bankruptcy Court for the Northern 

District of California (the “Local Rules”); 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); 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 “Narrative Guidelines”); and 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 “Interim 

 

*

 By agreement with the Tort Claims Committee, this Fee Application does not reflect Dundon’s actual time in nonworking travel nor its actual time spent on retention and fee application matters, the former being limited to four hours 

each way and to 50% of rates for such time; the latter being substantially reduced for periods preceding July 31, 2019 

and omitted altogether for periods thereafter.

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 5 of

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Compensation Order” and collectively, the “Guidelines”). This Application is based upon the 

contents hereof, together with the exhibits; the certification of Matthew Dundon filed concurrently 

herewith; the pleadings, papers, and records on file in the cases; and any evidence or argument that 

the Court may entertain at the time of the hearing on the Application.

Pursuant to the Narrative Guidelines, a cover letter enclosing this Application is being sent 

to the Chair of the TCC concurrently. The letter invites the Chair to discuss with the Applicant 

and/or the Office of the United States Trustee any objections, concerns, or questions the Chair may 

have regarding the requested compensation and reimbursement set forth in the Application. A copy 

of the transmittal letter is attached hereto as Exhibit F.

This Fee Application summarizes the services rendered by Dundon on behalf of the TCC 

during the Application Period. A breakdown of the hours and fees by professional is attached hereto 

as Exhibit A. A breakdown of the hours and fees by task code is attached hereto as Exhibit B. A 

breakdown of expenses by expense type is attached hereto as Exhibit C. A detailed copy of the time 

records by professional and by task code is attached hereto as Exhibit D. A detailed copy of the 

expense records by professional and expense type is attached here to as Exhibit E.

TERMS AND CONDITIONS OF EMPLOYMENT

1. Dundon is compensated on an hourly fee basis, plus reimbursement of actual and necessary 

expenses incurred. For further information regarding the terms and conditions of Dundon’s 

retention, please refer to the Retention Order (defined below).

RELEVANT BACKGROUND

2. On January 29, 2019 (the “Petition Date”), the Debtors filed the Cases. 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. The Cases are being jointly administered for 

procedural purposes only pursuant to Bankruptcy Rule 1015(b).

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 6 of

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4840-4592-8620.1

3. On February 15, 2019, the Office of the United States Trustee (“UST”) filed an 

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

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

February 21, 2019, the UST filed the Amended Appointment of the Official Committee of Tort 

Claimants [Docket No. 530]. The current 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.

4. On August 22, 2019, the TCC filed its Application to Employ Dundon Advisers LLC as 

Financial Advisor Effective as of March 1, 2019 [Docket No. 3667] (the “Retention Application”). 

On September 26, 2019, the Court entered its Order Approving the Application of the Official

Committee of Tort Claimants Pursuant to 11 U.S.C. § 1103 and Fed. R. Bankr. 2014 and 5002 to 

Retain and Employ Dundon Advisers LLC as Financial Advisors Effective as of March 1, 2019 

[Docket No. 4015] (the “Retention Order”). By Agreement with the Tort Claim Committee, 

Dundon Advisers LLC discontinued its active services to the TCC.

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

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

Examiner, and it 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.

RELIEF REQUESTED AND BASIS FOR RELIEF

6. This Application is Dundon’s first and final interim request for allowance and payment of 

fees and expenses as financial advisor to the TCC.

7. Pursuant to Bankruptcy Code §§ 330 and 331, Dundon respectfully requests entry of an 

order, on an interim basis, allowing and approving $158,324.24, which sum represents 

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 7 of

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4840-4592-8620.1

compensation for professional services rendered in the amount of $152,954.00 and reimbursement 

for expenses incurred in the amount of $5,370.24. The services and expenses for which interim 

compensation is sought herein were rendered for and on behalf of the TCC. Dundon respectfully 

submits that the nature of the services has been necessary and beneficial to the TCC in maximizing 

their recoveries.

8. Dundon’s retention and corresponding engagement scope have been to serve as a financial 

advisor to the TCC during the pendency of the Cases through April 30, 2019, in specific capacities. 

The TCC and its counsel Baker & Hostetler LLP (“Baker” or “Counsel”) required Dundon to 

dedicate senior resources to many specific assignments and case issues in these matters. This is 

reflected in the professionals involved and hours worked.

10. Further, Dundon has made every effort to ensure that this Application complies with the 

Guidelines and to avoid unnecessary duplication of effort by and among its team members, as well 

as with other retained professionals in these cases. Dundon has supplied the Fee Examiner and the 

UST with Dundon’s monthly fee statement in an electronic format (Excel) Dundon believes is 

acceptable to the Fee Examiner and the UST. Pursuant to Bankruptcy Code § 504, Dundon has no 

understanding, agreement, or arrangement of any kind to divide with or pay to anyone any fees that 

may be awarded to Dundon in the Bankruptcy Cases, other than as may be shared among the 

members of Dundon.

SUMMARY OF PROFESSIONAL SERVICES RENDERED

11. The Debtors’ Cases are among the largest and most complex cases in history. There are 

many issues and considerations impacting the TCC and tort claimants’ potential recoveries. The 

specific tasks, the number of hours devoted, and the amounts charged within each billing category 

are set forth below.

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 8 of

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4840-4592-8620.1

a. Public Policy: Dundon assisted the TCC to understand the strategic and tactical orientation 

of state legislative, executive and administrative bodies and individuals to the issues in these cases, 

and Dundon reviewed and analyzed meetings and publications of such bodies and individuals. 

Dundon did not lobby on behalf of the TCC or any other persons. The total hours and amount 

charged by Dundon to this matter during the Application Period were 49.4 hours and $30,951 

respectively.

b. Communications Platform: Dundon identified vendors, drafted requests for proposals, 

discussed potential proposal matters with vendors, and reviewed and analyzed submitted requests 

for proposals for the TCC’s tort claimant communication platform. The total hours and amount 

charged by Dundon to this matter during the Application Period were 38 hours and $23,171 

respectively

c. Real Estate: Dundon assisted the Committee to identify and assess material real estate assets 

and liabilities of the Debtors and to prepare to engage with the Debtors and other stakeholders 

regarding the sale of real estate, the assumption and rejection of real property leases, and the 

Debtors’ strategic real estate opportunities. The total hours and amount charged by Dundon to this 

matter during the Application Period represents 33.6 hours and $21,102 in fees.

d. Corporate Governance: Dundon assisted the Committee to identify issues and concerns 

material to the treatment of tort claimants in the process which led to the reconstitution of the Board 

of Directors of PG&E Corporation in the early months of these cases. The total hours and amount 

charged by Dundon to this matter during the Application Period were 25.4 and $15,819 

respectively.

e. Retention and Fee Application occupied (for the partial portion of that time which has been 

agreed with the Committee as billable) 20.4 hours and resulted in $12,771 in fees. 

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4840-4592-8620.1

f. Rate Base: Dundon assisted the Committee to identify and commence its assessment of

issues relating to the Debtors’ utility rate-base, significant in the reorganized enterprise value of the 

debtors which in turn impacts the ability of the debtors to provide a recovery upon tort claims. The 

total hours and amount charged by Dundon to this matter during the Application Period were 20.1 

and $12,096 respectively.

g. Meetings and Communications with Creditors consumed 17 hours and resulted in $10,677

in fees. 

h. Future Wildfire Mitigation. Dundon assisted the Committee to identify and commence its

assessment of issues relating to the mitigation of future wildfires, which impacts the ability to pay 

pre-petition tort claims. The total hours and amount charged by Dundon to this matter during the 

Application Period were 19.4 and $9,267 respectively.

i. Meetings and Communications with Committee Professionals consumed 17.5 hours and

resulted in $8,505 in fees.

j. Case Administration: Dundon provided the Committee with a variety of support in the early

management and administration of these cases. The total hours and amount charged by Dundon to 

this matter during the Application Period were 9.7 hours and $6,075 respectively.

k. Court Proceedings: Dundon attended and/or monitored a limited number of court

proceedings in these cases. The total hours and amount charged by Dundon to this matter during 

the Application Period were 4.0 and $2,520 respectively.

CONCLUSION

12. Dundon believes that this Application appropriately sets forth the significant services

Dundon performed on behalf of the TCC and provides this Court, the UST, the Fee Examiner, the 

Debtors’ creditors, and other interested parties with an insightful overview of the scope of services 

rendered. Thus, Dundon respectfully submits that the fees and expenses sought herein are 

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 10

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reasonable and that the services rendered were necessary, effective, efficient, and 

economical. Accordingly, Dundon respectfully requests that this Application for allowance of 

fees and expenses, on an interim basis, be granted in all respects.

Dated: November 14, 2019 DUNDON ADVISERS LLC

By: /s/ Matthew Dundon 

Financial Advisor to the Official Committee of Tort 

Claimants 

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 11

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CERTIFICATION

I, Matthew Dundon, declare 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 a Principal at Dundon Advisers LLC (“Dundon”). I submit this certification in support 

of the First Interim Application of Dundon Advisers LLC for Allowance and Payment of 

Compensation and Reimbursement of Expenses for the Period March 1, 2019 through August 31, 

2019 (the “Application”). 

2. I have personally reviewed the information contained in the Application 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 Application, 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 “Narrative Guidelines”). 

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

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

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 12

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and generally accepted by Dundon’s clients, and do not reflect a generally-applicable increase in 

Dundon’s fees that was placed into effect on July 1, 2019 and which have been generally accepted 

by Dundon’s clients thereafter.

Dated: November 14, 2019 DUNDON ADVISERS LLC

By: /s/ Matthew Dundon 

Financial Advisor to the Official Committee of Tor 

Claimants 

Case: 19-30088 Doc# 4727 Filed: 11/14/19 Entered: 11/14/19 14:32:47 Page 13

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