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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

-oOoIn Re:

PG&E CORPORATION AND PACIFIC 

GAS AND ELECTRIC COMPANY,

Debtors.

_____________________________

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Case No. 19-30088

Chapter 11

San Francisco, California

Tuesday, December 17, 2019

10:00 AM

MOTION FOR RELIEF FROM STAY 

FILED BY PLAINTIFF'S 

EXECUTIVE COMMITTEE [4875]

MOTION FOR RELIEF FROM STAY 

FILED BY TODD HEARN [4820]

MOTION FOR RELIEF FROM STAY 

FILED BY GEORGE VLAZAKIS 

[4846]

DEBTORS' MOTION PURSUANT TO 

11 U.S.C. SECTIONS 363(B) AND 

105(A) AND FED. R. BANKR. P. 

6004 AND 9019 FOR ENTRY OF AN 

ORDER (I) AUTHORIZING THE 

DEBTORS AND TCC TO ENTER INTO 

RESTRUCTURING SUPPORT 

AGREEMENT WITH THE TCC, 

CONSENTING FIRE CLAIMANT 

PROFESSIONALS, AND 

SHAREHOLDER PROPONENTS AND 

(II) GRANTING RELATED RELIEF 

[5038]

TRANSCRIPT OF PROCEEDINGS

BEFORE THE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

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APPEARANCES:

For the Debtors: STEPHEN KAROTKIN, ESQ.

THEODORE E. TSEKERIDES, ESQ.

Weil, Gotshal & Manges, LLP

767 Fifth Avenue

New York, NY 10153

(212)310-8000

PETER J. BENVENUTTI, ESQ.

Keller & Benvenutti, LLP

650 California Street

19th Floor

San Francisco, CA 94108

(415)364-6798

For PG&E Corporation: KEVIN J. ORSINI, ESQ.

PAUL H. ZUMBRO, ESQ.

Cravath, Swaine & Moore, LLP

825 Eighth Avenue

New York, NY 10019

(212)474-1000

For Executive Committee in 

Ghost Ship litigation:

ESTELA O. PINO, ESQ.

Pino & Associates, LLP

1520 Eureka Road

Suite 101

Roseville, CA 95661

(916)641-2288

For Official Committee of 

Tort Claimants:

ROBERT A. JULIAN, ESQ.

CECILY ANN DUMAS, ESQ.

Baker & Hostetler, LLP

600 Montgomery Street

Suite 3100

San Francisco, CA 94111

(415)659-2600

For Ghost Ship Warehouse 

Plaintiffs' Executive 

Committee:

MARY E. ALEXANDER, ESQ.

Mary Alexander & Associates, P.C. 

44 Montgomery Street

Suite 1303

San Francisco, CA 94104

(415)433-0440

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For Sam Maxwell: WILLIAM GORDON KAUPP, ESQ.

Kaupp & Feinberg, LLP

One Sansome Street

Floor 35

San Francisco, CA 94104

(415)896-4588

For Todd Hearn: ANNE COSTIN, ESQ.

Costin Law, Inc.

315 Montgomery Street

10th Floor

San Francisco, CA 94104

(415)977-0400

For Adventist Health

System/West and Feather

River Hospital:

REBECCA J. WINTHROP, ESQ.

Norton Rose Fulbright US, LLP

555 South Flower Street

41st Floor

Los Angeles, CA 90071

(213)892-9200

For Ad Hoc Committee

of Senior Unsecured

Noteholders:

ABID QURESHI, ESQ.

MICHAEL S. STAMER, ESQ.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212)872-8027

For George Vlazakis: RONALD F. BERESTKA, JR., ESQ.

Stone & Associates

A Professional Corporation

2125 Ygnacio Valley Road

Suite 101

Walnut Creek, CA 94598

(925)938-1555

For Governor Gavin Newsom: NANCY MITCHELL, ESQ.

O'Melveny & Myers, LLP

7 Times Square

New York, NY 10036

(212)326-2000

For Ad Hoc Group of 

Subrogation Claim Holders:

MATTHEW A. FELDMAN, ESQ.

Willkie Farr & Gallagher, LLP

787 7th Avenue

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New York, NY 10019

(212)728-8000

For Camp Fire Claimants: KENNETH PAUL ROYE, ESQ.

Law Offices of Kenneth P. Roye

142 West 2nd Street

Suite B

Chico, CA 95928

(530)893-2398

JOSEPH FEIST, ESQ.

Law Office of Joseph Feist

2611 Esplanade

Chico, CA 95973

(530)433-0233

For Wildfire Victims: DARIO DE GHETALDI, ESQ.

Corey, Luzaich, De Ghetaldi & 

Riddle, LLP

700 El Camino Real

Millbrae, CA 94030

(650)871-5666

For California State 

Agencies:

PAUL J. PASCUZZI, ESQ.

Felderstein Fitzgerald Willoughby 

Pascuzzi & Rios, LLP 

500 Capitol Mall

Suite 2250

Sacramento, CA 95814

(916)329-7400

For United States of 

America:

MATTHEW JORDAN TROY, ESQ.

US Department of Justice, Civil 

Division

P.O. Box 875 

Ben Franklin Station

Washington, DC 20044

(202)514-9038

For Andy R. Vara, Acting 

United States Trustee:

GREG M. ZIPES, ESQ.

United States Department of 

Justice

Office of the U.S. Trustee

450 Golden Gate Avenue

Suite 05-0153

San Francisco, CA 94102

(415)705-3333

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For California Public 

Utilities Commission:

ALAN W. KORNBERG, ESQ.

Paul, Weiss, Rifkind, Wharton & 

Garrison, LLP

1285 Avenue of the Americas

New York, NY 10019

(212)373-3000

For Official Committee of 

Unsecured Creditors:

GREGORY A. BRAY, ESQ.

Milbank, Tweed, Hadley & McCloy

2029 Century Park East

33rd Floor

Los Angeles, CA 90067

(424)386-4000

For BOKF, NA, solely in 

its capacity as Indenture 

Trustee:

BETH M. BROWNSTEIN, ESQ.

Arent Fox, LLP

1301 Avenue of the Americas

42nd Floor

New York, NY 10019

(212)484-3900 

For The City of San Jose: JENNIFER MACHLIN CECIL, ESQ.

Winston & Strawn, LLP

101 California Street

35th Floor

San Francisco, CA 94111

(415)591-1000

For Individual Plaintiffs 

Executive Committee 

Appointed by the

California Superior

Court in the North Bay 

Fire Cases:

FRANK PITRE, ESQ.

Cochett, Pitre & McCarthy, LLP

San Francisco Airport Office 

Center

840 Malcolm Road

Suite 200

Burlingame, CA 94010

(650)697-6000

For Davey Tree Expert Co.: JEFFREY M. REISNER, ESQ.

McDermott Will & Emery

2049 Century Park East

Suite 3200

Los Angeles, CA 90067

(310)277-4110

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For PG&E Shareholders: BRUCE BENNETT, ESQ.

Jones Day

555 South Flower Street

Fiftieth Floor

Los Angeles, CA 90071

(213)489-3939

Court Recorder: ANKEY THOMAS

 United States Bankruptcy

Court

450 Golden Gate Ave.

San Francisco, CA 94102

Transcriber: SHARONA SHAPIRO

 eScribers, LLC

7227 N. 16th Street

Suite #207

Phoenix, AZ 85020

(973)406-2250

Proceedings recorded by electronic sound recording; 

transcript provided by transcription service.

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I N D E X

RULINGS: PAGE LINE

Motion for relief from stay granted 59 23

Restructuring support agreements approved 302 7

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SAN FRANCISCO, CALIFORNIA, TUESDAY, DECEMBER 17, 2019, 10:00 AM

-oOo-

(Call to order of the Court.)

THE CLERK: All rise. Court is now in session. The 

Honorable Dennis Montali presiding.

THE COURT: Good morning, everyone.

IN UNISON: Good morning, Your Honor.

THE CLERK: Matter of PG&E Corporation.

THE COURT: Mr. Tsekerides, you're in the first chair. 

Are you in charge today?

MR. TSEKERIDES: Just for the undercard. So we have 

three lift-stay motions. The Ghost Ship, I believe, through 

agreement, is going to go first and then one from Mr. Hearn.

THE COURT: Right.

MR. TSEKERIDES: And then Vlazakis.

THE COURT: And you'd like to have me take those three 

in order?

MR. TSEKERIDES: If that would please the Court, yes.

THE COURT: Okay. So let me -- okay, I'll do that.

MR. TSEKERIDES: Great.

THE COURT: One second. For today's calendar, I don't 

know whether we'll run or not long, but I know a number of you 

need to be in Judge Donato's court at 1. And if we're not 

finished, I will break no later than 12:30 and then resume a 

few minutes -- maybe fifteen minutes after Judge Donato ends. 

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If we finish before then, obviously that's not a matter. 

So with that, I'll ask the clerk to call the calendar 

starting with the Ghost Ship fire motion.

MR. TSEKERIDES: And I think it's their motion, so 

they'll go first.

THE COURT: It is. And the gentleman that asked to be 

heard out of order, are you here? Yes. Okay. 

Well, let's -- is your counsel with you?

MS. COSTIN: I represent Todd Hearn, and we've agreed 

that the Ghost Ship can be heard first.

THE COURT: Right, but we have a request from one 

counsel to be heard. 

Well, let's get the appearance. Who's appearing for 

the moving party? Good morning.

MS. PINO: Good morning, Your Honor. Estella Pino, of 

Pino & Associates, on behalf of the executive committee in the 

Ghost Ship litigation. 

Your Honor, our motion has been joined in and 

supported by the TCC. And given the opposition and the issues 

raised in the opposition, relative to the restructuring support 

agreement with the TCC, we're going to have Mr. Julian address 

those issues first, and then we'll take up the balance of the 

arguments. Is that all right with the Court?

THE COURT: That's fine.

MS. PINO: Thank you, Your Honor.

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THE COURT: Good morning, Mr. Julian.

MR. JULIAN: Good morning, Your Honor. Robert Julian 

of Baker & Hostetler, appearing on behalf of the official tort 

committee.

Your Honor, PG&E's opposition to the motion for relief 

from stay for the Ghost Ship claimants alleges that relief from 

stay for Ghost Ship is flatly inconsistent with the resolution 

trust and plan that the TCC and the fire claimants negotiated 

with the debtors and equity, with Judge Newsome's help, who I 

believe is in the court today. And I'd like to point out the 

background of why that is not true and address the three legal 

arguments of why, legally, relief from stay benefits not only 

Ghost Ship but the wildfire victims.

This is an important day in this bankruptcy case. The 

75,000 wildfire victims are much closer to obtaining their 

distributions in this case because the 13.5 billion in asset 

claims that have been assigned have been agreed to by the 

debtor and equity. The resolution trust has been set up for 

that in the plan. But Your Honor, the Ghost Ship --

THE COURT: But the details are not --

MR. JULIAN: Right.

THE COURT: -- known. Okay. 

MR. JULIAN: But the Ghost Ship claimants are exactly 

where they were before the settlement, and in fact they're a 

little bit behind where they were. This is not a good day for 

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the Ghost Ship claimants.

As the papers show, there's plenty of insurance to go 

around for the only claimants against the 2016 policy of PG&E. 

THE COURT: Well, is there plenty? I mean, there's 

insurance, but is there plenty? How do we know what the 

definition of "plenty" is? There's a deductible of some 

substantial amount, and then beyond that, I don't know if -- go 

ahead, but I mean, "plenty" is a relative term, right?

MR. JULIAN: Well, I know the number.

THE COURT: Okay. 

MR. JULIAN: And there's no dispute that the Ghost 

Ship claimants, in their papers, have essentially shown that 

they want to make a policy limits demand.

So a policy limits demand is a red-letter day in tort 

litigation, Your Honor, because it says that the plaintiffs, 

here seventy plaintiffs, are agreeing to take whatever the 

limits are that they share with the Valero refinery who Your 

Honor gave relief from stay to go against the same policy. 

Those are the only claimants that the debtor and the TCC knows 

about against PG&E. And any good fiduciary -- which PG&E is a 

fiduciary, and the trust would be a fiduciary -- would simply 

turn to the insurance carrier and say: get us out of this 

case; pay your limits. And that's what should be going on 

here.

So let me go over the background a little bit. By the 

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way, before I --

THE COURT: Just clarify one thing that you've said, 

and maybe I missed it in the papers. Are the moving parties 

agreeing to limit their recovery to the insurance?

MR. JULIAN: They said that their claims are within 

the insurance.

THE COURT: Well, but that's not what I asked.

MR. JULIAN: I'll let them address that, Your Honor. 

I just --

THE COURT: I mean, I didn't see it in the papers, so 

somebody needs to make sure that is the deal if that is the 

deal.

MR. JULIAN: I'll let them address that, Your Honor.

THE COURT: Okay. 

MR. JULIAN: But actually, before I do go on, I would 

like to introduce two of our members from Ghost Ship who are 

here today: Sue Slocomb --

THE COURT: Good morning.

MR. JULIAN: -- is here.

THE COURT: Thank you for coming, Ms. Slocomb.

MR. JULIAN: She lost her thirty-two-year-old 

daughter, Donna Kellogg, in the fire a few years ago. 

And with me today is Sam Maxwell, here in court with 

his parents --

THE COURT: Good morning, Mr. Maxwell.

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MR. JULIAN: -- Bill and Wendy. Sam was one of the 

last to get out of the fire, breathing the air, and it's 

incapacitated him for life. And their presence on our 

committee is a daily reminder of the problems that the Ghost 

Ship claimants have getting to payment. And so that's why 

we're here today.

Your Honor, one of the statements made by PG&E in 

their papers was that the Ghost Ship claimants could have done 

this earlier. And I think what they did is they respected the 

standard practice in a case such as this, which you recognized 

in May in your decision on Valero, which is it was simply too 

early. 

When you granted relief from stay for Valero to go 

against PG&E on that refinery's fire damages, the Ghost Ship 

claimant's executive committee got together and decided, 

inasmuch as you had said the time was right for Valero to go 

forward and seek recovery against that insurance policy, 

essentially, it was only a matter of fairness for them to go 

forward too, and they filed their motion and the TCC joined.

THE COURT: You don't remember that Valero got sent 

away the first time around.

MR. JULIAN: I do.

THE COURT: Okay. 

MR. JULIAN: On the ground that it was too early.

The Ghost Ship claimants, including our member Sam 

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Maxwell, need the cash now, not later. 

Here's what the PG&E is suggesting happen. PG&E is 

suggesting that because it would be burdensome for them to look 

at interrogatory answers in their own documents to defend this 

case, that this case be channeled, which it will be, to the 

resolution trust, where a new trustee, who knows nothing about 

PG&E's business, will take over the same documents and try to 

make sense of this and work with the insurance company, and 

where that trustee will do exactly what PG&E would do, tender 

to the insurance company, and at that point, it's the insurance 

company's financial liability; they will make all the 

decisions, Your Honor. And the insurance company's float their 

money; they do not pay until there's a trial date.

THE COURT: Well, we're circling back to the question 

that you couldn't answer, and that is: do the plaintiffs limit 

their recovery to the insurance? And I understand you're going 

to ask somebody else to answer that, but if they don't, then 

we're back to the question of the trust, right?

MR. JULIAN: Correct.

THE COURT: All right. 

MR. JULIAN: And so the rest of the trust 

beneficiaries, the wildfire victims, I believe their lawyers 

would take the position that it's their interest to have a 

policy limits demand whereby the Ghost Ship claimants are 

agreeing to proceed against the insurance.

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THE COURT: Well, I don't disagree with you. If 

there's any recovery from an insurer, whether it's one dollar 

or the policy limits, that's some relief from the trust 

otherwise, of course, right, dollar for dollar.

MR. JULIAN: Correct.

THE COURT: Right? Okay. But one of the things that 

confuses me -- maybe you can help me, but maybe you don't want 

to tell me about what was the product of the mediation, but if 

I got the history of this issue in Ghost Ship, in the first 

version of the plan of the debtors, but also the alternate 

plan, the Ghost Ship claims passed through, which to me means 

they rise or fall on their own merits apart from any trust.

Then along comes the RSA that's been negotiated, and 

it seems that, as I read the papers, the Ghost Ship recovery's 

back into the trust. So one of the things that I've struggled 

in my mind today was: can I even make a ruling on the Ghost 

Ship motion until I find out what's the fate of the RSA, given 

the last four days, including last night's development? 

So you tell me, if I were to grant relief from stay --

and let's assume that there may be -- first of all, no 

liabilities been established, but if liability is established, 

at least above the deductible, there's an insurance. But what 

happens after that? I mean, where do I -- what happens if the 

RSA's approved, and what happens if it's not approved? Where 

do we come out on that?

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MR. JULIAN: If the RSA is approved, we still have a 

confirmation hearing months later.

THE COURT: Right.

MR. JULIAN: And if there's relief from stay, the 

Ghost Ship claimants would go against PG&E, which is really 

going against their insurance company.

THE COURT: Right.

MR. JULIAN: So PG&E, in my view, is out of it; they 

have to handle some discovery.

THE COURT: But what happens if there is no agreement 

by the plaintiffs and Ghost Ship to limit their recovery to the 

insurance? That's what I don't know. In other words, so you 

tell me -- again, if you think we should defer that question 

until someone can answer it, fine. I tell you, this is a much 

easier question to answer if the plaintiffs agree the recovery 

is limited to insurance.

MR. JULIAN: I agree. I read their papers to say 

they're making a policy limits demand. I'm going to let them 

argue that.

THE COURT: And what are you looking at? Maybe I 

missed it in the motion.

MR. JULIAN: I think paragraphs 23 and 30 of Ms. 

Alexander's declaration.

THE COURT: Well, in 23, she says she's informed that 

there's ample insurance.

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MR. JULIAN: Hold on, I may --

THE COURT: Pardon? What?

MR. JULIAN: Yes, go ahead, Your Honor.

THE COURT: Well, I'm just summarizing how paragraph 

23 begins. And you said the other?

MR. JULIAN: 30.

THE COURT: 30? I mean, if Ms. Alexander's here, she 

can clarify that.

MR. JULIAN: 30 says there's ample insurance to cover 

the claims. She knows what she's doing.

THE COURT: I know she knows what she's doing. Of 

course she does. But lots of lawyers come to this Court and 

ask for relief from stay and start out by saying: and we'll 

limit our recovery to the policy. 

Ms. Alexander, good morning.

MS. ALEXANDER: Good morning.

THE COURT: And I recognize you. Just state your name 

for the record, though.

MS. ALEXANDER: Mary Alexander. Good morning, Your 

Honor. I thought it might be helpful --

THE COURT: So what's the answer to that question?

MS. ALEXANDER: -- yes, to help answer that question.

THE COURT: Yeah.

MS. ALEXANDER: Yes.

THE COURT: I mean, it's very critical, obviously. 

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MS. ALEXANDER: Right, yes. The plaintiffs and Ghost 

Ship are willing to limit their recovery to the total tower of 

the insurance policies for the 2016 year.

THE COURT: So that means, if the jury or some other 

way there is a large recovery that exceeds the policy limits, 

that there's no recovery from the debtor.

MS. ALEXANDER: That's correct.

THE COURT: I'll leave aside the deductibles that come 

before the policy kicks in.

MS. ALEXANDER: Right.

THE COURT: That's your understanding, and that's what 

they're prepared to do?

MS. ALEXANDER: Yes, I just want to be clear it's 

policies. There is a tower.

THE COURT: Okay. But let's --

MS. ALEXANDER: Yes.

THE COURT: -- put it in simple terms. Somebody 

called insurance company or companies would pay the bill; the 

debtor would not.

MS. ALEXANDER: Correct.

THE COURT: Right?

MS. ALEXANDER: Correct.

THE COURT: Okay. Thank you for clarifying that.

MR. JULIAN: So Your Honor, the real party-in-interest 

here, in a policy limits demand case, is the insurance company. 

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We ought to be doing everything we can to place the burdens on 

the insurance company and away from PG&E and the resolution 

trust. We ought not saddle the resolution trust with this, or 

PG&E. And secondly, they've been waiting three years. Sam --

THE COURT: No, I understand they've been waiting 

three years. And again, one of the frustrations is that -- and 

though I'm very aware of the timing, but I don't know how even 

granting relief from stay, and even if the matter goes to a 

jury in the county court, where it translates to in recovery 

from the debtor. If it's a recovery from insurer, that's a 

different story, obviously. But that wasn't clear until now.

MR. JULIAN: Thank you. Yep, I agree.

Secondly, you've allowed Valero to proceed, again, 

against PG&E and the insurance policies. And we think it's 

fundamentally fair that all claimants be permitted to proceed 

at the same time. Right now a refinery has preference --

THE COURT: Well --

MR. JULIAN: -- over Sam Maxwell.

THE COURT: -- Mr. Julian, that's not quite the way it 

was presented. If I had Mr. Maxwell and the other victims and 

the refinery side by side, maybe it would have come out 

differently --

MR. JULIAN: I understand.

THE COURT: -- but I think to -- I only am supposed to 

respond to requests. And today --

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MR. JULIAN: This is not about you, Your Honor. 

THE COURT: Okay. 

MR. JULIAN: This is about --

THE COURT: Okay. 

MR. JULIAN: Your Honor, let me be clear. Let me 

clarify.

THE COURT: Okay. 

MR. JULIAN: PG&E's response to the Valero continued 

motion in September was a stipulation.

THE COURT: Well, a stipulation to go to mediation, if 

I recall.

MR. JULIAN: It's a stipulation to go to mediation.

THE COURT: Right.

MR. JULIAN: And if mediation fails, which it has, 

relief from --

THE COURT: Well, I don't know that. I'll take your 

word for it, but I don't know that.

MR. JULIAN: Valero refineries -- Mr. Weissmann (ph.), 

did you raise your hand? Valero Refinery's counsel is here and 

can confirm for the Court, as he told me moments ago, mediation 

has failed, and the stipulation, docket number 3815, states at 

paragraph 5 -- it's a stipulation between Valero and PG&E: "In 

the event that the mediation fails to result in a settlement of

all claims in the district court action, Valero's motion shall 

be deemed granted, without further order of the Court, to allow 

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the completion of pre-trial proceedings, trial, post-trial 

motions, and any appellate proceedings in or in connection with 

the district court action."

THE COURT: Well, but unlike the Ghost Ship situation, 

I don't recall and don't think that the Valero stipulation --

and I really don't want to get bogged down on it -- is limited 

to some policy limits. The point is -- and maybe it's a 

nonissue. 

But here's a question for you, and "you", not Ms. 

Alexander, but you in your role as negotiating whatever came 

about with the RSA, do I assume that, if the RSA gets passed 

today, that it should itself be amended to say that Ghost Ship 

is simply not part of this whole analysis; it's just out of the 

trust? Isn't that --

MR. JULIAN: I can't say that. I didn't negotiate 

that term. That was between --

THE COURT: But isn't that consistent? Wouldn't that 

be what has to be conceptually -- conceptually; that's all I'm 

getting. So whether it's any victim, of any size or shape, in 

Camp or Tubbs or elsewhere, they are not sharing the recovery 

with anything that the Ghost Ship --

MR. JULIAN: Correct.

THE COURT: -- claimants may recover. And that, to 

me, is what's important.

MR. JULIAN: Correct. And let me explain to you my 

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view of how that would work. PG&E hotly disputes liability in 

this case. 

THE COURT: Correct.

MR. JULIAN: I believe any trustee is going to have 

his hands tied. The trustee is going to have to dispute 

liability -- any resolution trustee, dispute liability, and 

send it off to state court and allow the insurance company and 

the Ghost Ship claimants to battle it out. Why put them 

through the delay of waiting until August to start that 

litigation, or September of next year, when they can start now?

THE COURT: Well, the Ghost Ship fire is much 

different, obviously, for any number of reasons, and there's no 

point in debating why it's different. It's different. But 

every claim that doesn't get resolved by mediation or metrics 

or formulas has to get resolved somewhere else. And until Ms. 

Alexander clarified what she did, it still goes into the pot, 

if you will, the thirteen-and-a-half-billion-dollar pot. 

If the Ghost Ship motion is granted today and the 

Ghost Ship trial goes forward, whether it's in May or some 

other date, and PG&E is found to be liable at all, the recovery 

for the victims from PG&E are simply outside of the trust and 

outside of any provision that's dealt with even in the plan, 

right? 

MR. JULIAN: Right.

THE COURT: So even a plan -- even if there was no 

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trust and the company said we are going to deal with Ghost Ship 

liability on our own as though there is no bankruptcy, that has 

an asterisk meaning, but the insurance companies will have to 

pay above the deductibles, right?

MR. JULIAN: If the SIR is enforced while the 

company's in bankruptcy. It's a solvent case. I know the 

arguments. But yes, there is that issue of the deductible.

THE COURT: Well, I understand the deductible, but --

MR. JULIAN: The SIR. Now, they said --

THE COURT: Well, I know what SIR means, but why don't 

you explain it for the benefit of people that aren't so 

familiar. What does that mean to you, in your terms, SIR?

MR. JULIAN: I think there's a self-insured retention 

or a deductible of --

THE COURT: Right.

MR. JULIAN: -- ten million.

THE COURT: Right.

MR. JULIAN: And what they haven't told you is there's 

a -- whatever it is, 1.7 drawn down on Ghost Ship, but they 

haven't explained --

THE COURT: No, I think they have, actually, and I 

think, in their response, they did indicate something in the 

neighborhood of eight million dollars. Mr. Tsekerides can 

clarify that when he comes up to the podium.

But Mr. Julian, let's get back to the bigger question. 

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If a jury comes in with a hundred million dollars against PG&E 

in the Ghost Ship trial, and the insurance limits are fifty 

million or sixty million or ten million, the rest of that 

matter is gone; there's no recovery, right?

MR. JULIAN: Under the --

THE COURT: No recovery if the debtor confirms a plan 

and the Ghost Ship is left to fend for itself, the plaintiffs 

accept, to the extent they've agreed to recovery of deductible 

plus insurance.

MR. JULIAN: Correct.

THE COURT: Right?

MR. JULIAN: Correct.

THE COURT: I want to make sure that's very, very 

clear.

MR. JULIAN: That's how I see it.

THE COURT: Okay. Well, and more importantly, that's 

how Ms. Alexander and other lawyers representing the Ghost Ship 

plaintiffs do, because I don't want to make a decision here 

that is misinterpreted. 

But you and I both know when a moving party says I 

will look only to insurance -- again, forget deductibles for 

the moment -- that means a lot. And hopefully for the victims, 

if they recover a judgment, they'll be paid promptly by the 

insurer. But if insurer doesn't pay or can't pay or the award 

is greater, there is no recovery from the company if it 

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confirms its plan.

MR. JULIAN: That's the way I understand it.

THE COURT: Okay. 

MR. JULIAN: So for the three reasons, Your Honor, 

first, that they've waited long enough, we shouldn't put them 

off until later in the resolution trust. That's number one.

Number two, Valero has relief from stay and is 

proceeding. Their claim is seventy million, was I understand, 

Valero's claim.

And three, the burdens on the resolution trustee would 

be even greater than the burdens on PG&E because he would have 

to start from new with the insurance company and looking at the 

evidence to contest liability. Right? PG&E has the documents.

THE COURT: Well, again, let's go back to timing. If 

I denied today's motion but grant it at some date in the 

future, it's the same outcome unless the plaintiff changed 

their strategy. But I would -- that's for another day. If I 

grant it today, they, through their representative, have 

expressed themselves. And if I were to deny the motion today, 

for whatever reason, but revisit it later, I would assume that 

plaintiffs would take the same point of view. But they're not 

bound to. I'm not suggesting that it's an open-ended offer, 

but it's an offer that they made or a position that they've 

just articulated through their representative.

MR. JULIAN: Yeah.

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THE COURT: Okay. 

MR. JULIAN: You know, Your Honor, most importantly, I 

think the -- I understand the debtors have agreed to mediation. 

In this case, those Ghost Ship claims should be sent to 

mediation. I'll leave that up to them.

THE COURT: Well, that's for the trial court to do if 

I grant relief from stay. And if I deny relief from stay, then 

I guess the question you need to help me with is: why is this 

different from Tubbs? I mean, I made a decision for Tubbs when 

liability was not conceded, not even causal, you'll recall. 

And I made a decision to facilitate at least one piece of the 

very difficult estimation process. 

You were persuasive, in part, in that decision 

making -- me making that decision. But why wouldn't this be 

revisiting the same question? I mean, it seems to me it's not 

appropriate to do it without this insurance clarification. I 

mean, what would happen -- let's try it a different way. 

Suppose Ms. Alexander were not able to make that concession, 

why would I depart from what I did when I granted relief from 

stay in Tubbs for the purpose of pinning down the estimation?

MR. JULIAN: Your Honor, I haven't analyzed that 

because it's so clear here. There's 900 million dollars of 

insurance, Your Honor; Valero's 70 million.

The idea of this debtor protecting that insurance 

because they don't want bad publicity is an anathema to me. 

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But I'm going to answer your question. There's 2.2 billion 

dollars of liability insurance that covered Tubbs, Camp, and 

the other twenty-one fires. That insurance, under the plan, is 

being paid to PG&E. PG&E and equity is coming up with the cash 

to put into the trust. The answer is that Tubbs and Camp fire 

claims dwarfed the insurance available.

THE COURT: Right.

MR. JULIAN: So the deal there was insurance goes to 

the debtor, debtor pays the cash to the trust.

THE COURT: Right. Right.

MR. JULIAN: Here the insurance dwarfs these claims, 

and it is simply unfair to have these folks have to wait to 

deal with the resolution trustee when that insurance is sitting 

there and the insurance companies are making the float by not 

paying out any money. And even defense costs --

THE COURT: Well, I don't disagree with that, but what 

I'm getting at is that this is the first time, I think, that 

the focus has been only on insurance and not --

MR. JULIAN: Correct.

THE COURT: -- on, one, the very important point of 

compensating victims if the debtor is culpable, and secondly, 

facilitating the bigger picture of estimation, as complex as it 

is, which is why my decision was made in Tubbs. But it wasn't 

a question presented to me for the Ghost Ship fire.

MR. JULIAN: Well, first of all, if you may recall, 

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and I think we all forget it, the debtor left Ghost Ship out of 

the estimation motion, not in the estimation motion.

THE COURT: Because they were going to pass through.

MR. JULIAN: Right.

THE COURT: That's my point; that's how this has 

evolved.

MR. JULIAN: But they were passing it through, Your 

Honor, for a reason. Come on. The reason was because they had 

plenty of insurance.

THE COURT: Mr. Julian, I'd like to think of it a 

different way. If there hadn't been the 2015, 2017, and 2018 

wildfires, the company wouldn't have filed bankruptcy. But the 

Ghost Ship fire happened for whatever reason it happened, and 

PG&E is or isn't liable. But I don't think Ghost Ship, by 

itself, drove PG&E into bankruptcy. It may be, but I doubt it 

because of the insurance and because of other things.

And so it seems to me that when the company filed its 

plan originally, and Ghost Ship passed through, that was 

consistent with the notion of what I just described. And why 

the bankruptcy? Because of the Camp and Tubbs and other fires. 

That's all. 

MR. JULIAN: I get it.

THE COURT: We are where we are, and we have to deal 

with what we have to deal with. Look, let me hear from the 

other parties and --

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MR. JULIAN: Thank you, Your Honor.

THE COURT: -- and then I'll hear from the debtor on 

this. Okay? 

Ms. Pina, do you want to be heard further on the 

motion? I mean, the motion's pretty well identified, and I 

really need to know what the debtors' position is on the 

insurance issue.

MS. PINO: Yes, Your Honor. I did want to clarify 

that we -- in our motion, I thought that -- English is my 

second language, and I apologize if I did not make it clear, 

sir, but we were seeking relief from the automatic stay to 

establish liability, obtain judgment, and collect any judgments 

obtained against the debtors, to the extent of available 

insurance proceeds. And we filed a separate motion that just 

stated what the relief we seek, and I just wanted to make that 

clarification to the Court. And I'm so glad that Ms. --

THE COURT: Well, I'll not quarrelling with your

language. I've known you, and you've appeared in many cases 

before me, and I've never had one doubt about understanding 

exactly what you said. But I just simply didn't recall seeing 

in here, and if it's in here and I missed it, then I missed it. 

But --

MS. PINO: I actually filed a separate motion, Your 

Honor, which is kind of what we tend to do in the Eastern 

District, to just very succinctly state the relief we sought.

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And you're right, I would reserve my time for rebuttal 

to the debtor. And I join in Mr. Julian's comments. And I 

think it's very telling that the TCC and the wildfire victims 

support our motion.

THE COURT: Well, apart from doing the right thing for 

the benefit of your constituents, they also do the right thing 

to relive any pressure on the settlement trust, if there is 

indeed going to be a settlement trust.

Let me ask you a question more specific to the 

question in hand. As I recall, there's been a motion on this 

Friday to continue the matter, by the City of Oakland. Is that 

being opposed by the plaintiffs?

MS. PINO: That was opposed by the plaintiffs, Your 

Honor, but I have been authorized by the executive committee to 

represent to the Court that, if relief from stay is granted, 

the executive committee will request a continuance of that 

hearing to allow PG&E to voice its opinion as to when this 

trial should take place.

THE COURT: So what you're saying is if I grant relief 

from stay, PG&E will have an opportunity to go to Superior 

Court and argue, if it chooses to argue for a continuance.

MS. PINO: For a continuance and weigh in on what it 

believes would be an appropriate date for the trial.

THE COURT: Well, but the --

MS. PINO: This is the perfect opportunity to do that.

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THE COURT: But the flip side is if I deny today's 

motion. Judge Seligman would just have to make a decision on 

whether he's going to go forward on the trial and schedule for 

the other defendants, right?

MS. PINO: That's correct, Your Honor. I think that 

if you deny this motion today, what we're facing under the 

amended plan is that the plan itself is an objection to the 

claim, and it doesn't get resolved --

THE COURT: Wait, I don't understand that.

MS. PINO: Yes.

THE COURT: You have to tell me that again. 

MS. PINO: Okay. 

THE COURT: How is the plan an objection to the claim? 

The claim is deemed allowed unless objected to, so --

MS. PINO: No, actually, Your Honor, if you look at 

the amended plan that was filed by PG&E --

THE COURT: Well, I've been looking at a lot of things 

lately.

MS. PINO: I bet you have.

THE COURT: Okay. So --

MS. PINO: But let me make this easy for you. The 

plan provisions actually state that --

THE COURT: Mr. Tsekerides, I have to ask you not to 

talk on -- I mean, if you want a moment, I'll give you a 

moment, but you're coming up on the microphone here.

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Okay. All right. Go ahead, Ms. Pino.

MS. PINO: -- that the plan states, at section 7.1, 

objections to claims, that the plan shall be deemed an 

objection to such claims, the wildfire victim claims, which now 

include the Ghost Ship, to such claims under Bankruptcy Rule 

3007. So --

THE COURT: Well, they didn't tell me that. But sure, 

the plan says what it says, but it's a nonissue, isn't it? In 

other words, the debtor has a right to object to a claim even 

if the claim is going to be defended on the merits somewhere 

else, I would think. But I don't have to worry about that 

detail. I don't think -- well, let's try it this way. Do you 

believe that that amended plan, that was just filed a few days 

ago, is the equivalent of a claim objection?

MS. PINO: Under the rule, no.

THE COURT: Okay. So what does the --

MS. PINO: Yeah.

THE COURT: So what does the law say about your 

client's claim?

MS. PINO: My client's claim is allowed unless --

THE COURT: Deemed allowed.

MS. PINO: -- objected to --

THE COURT: Deemed allowed, right.

MS. PINO: -- and --

THE COURT: Okay. 

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MS. PINO: But of course my client's claims are 

unliquidated.

THE COURT: Well, but still an objection triggers the 

"deemed allowance" concept --

MS. PINO: Concept.

THE COURT: -- and rebuts it. But that's not the 

point. Do you share and agree, in your role as counsel for the 

committee, executive committee, with Ms. Alexander's 

representation that the executive committee, as a committee, 

understands that relief from stay, if granted, limits your 

recovery to the deductible plus any recovery from insurance and 

not anything in the trust, if the trust goes into place, or 

against the reorganized company going forward?

MS. PINO: I better agree; I take my orders from them.

THE COURT: I'm not trying to --

MS. PINO: I think that --

THE COURT: -- trap you. I'm trying to make sure --

MS. PINO: No, no, I think that --

THE COURT: I'm trying to make sure that if I issue an 

order that it will say that, and the order will be binding on 

everyone, that that is the outcome. And that, again, is not 

unusual for simple cases, for automobile cases and slip-andfall cases, where all the moving party wants to do is to go 

against insurance. And frequently we -- and I'm sure you do 

this in your practice; courts grant relief with that proviso. 

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So --

MS. PINO: That --

THE COURT: -- it's consistent with your 

understanding?

MS. PINO: It is consistent with my understanding of 

the relief sought and the instructions I have from the 

executive committee. And you're right, Your Honor, we see this 

more in the concept of a Chapter 7, not so much in a --

THE COURT: Right.

MS. PINO: -- Chapter 11. But as Mr. Julian 

represented, the amount of the insurance for 2016 is such that 

the executive committee felt that it was appropriate and 

prudent to do that.

THE COURT: Okay. Thank you, Ms. Pino. And I'll let 

you reserve a little -- we're trying to move along here.

Is Mr. Kaupp here? 

MR. KAUPP: Yes, Your Honor.

THE COURT: Do you want to be heard, Mr. Kaupp? You 

asked permission --

MR. KAUPP: I do briefly, Your Honor.

THE COURT: You asked to appear for your client --

MS. PINO: Thank you.

THE COURT: -- so I'd like you to be very brief, 

because we didn't anticipate taking things other than what was 

on the schedule.

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MR. KAUPP: Thank you, Your Honor. And I --

THE COURT: And I appreciate your client coming here. 

I wish him well in his recovery, and I'm sorry about the fact 

that he's here in the first place.

MR. KAUPP: Thank you. And I'm speaking to the Court 

today on behalf of the Ghost Ship executive committee and on 

behalf of Mr. Maxwell, and not in his capacity on the TCC. 

There are just two things that haven't been mentioned yet that 

I wanted to say.

THE COURT: Wait. Excuse me. Okay, we need your 

appearance on the record.

MR. KAUPP: Gordon Kaupp, K-A-U-P-P, for Sam Maxwell.

This Court's order today will have a cascading effect 

in the Superior Court action. What we want from Judge Seligman 

on Friday is a realistic trial date. And that's why we're 

willing to agree to kick that hearing over so that PG&E can be 

there in order to voice its position as to what a realistic 

trial date is to give it due process.

THE COURT: Well, but if I deny today's motion, I 

presume Judge Seligman will decide whether he's going to 

bifurcate and go forward, either on schedule or at whatever 

deferred time requested by the City of Oakland.

MR. KAUPP: Yes, Your Honor.

THE COURT: Okay. 

MR. KAUPP: But if today's motion is denied, and then 

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it's granted at a later date, what that will effectively do is 

take any trial date that's in place from Judge Seligman on 

Friday and kick it off even further --

THE COURT: Well, how do you know that? He might 

bifurcate.

MR. KAUPP: He could bifurcate.

THE COURT: Unless the plaintiffs decline the 

invitation.

MR. KAUPP: I think what we'd likely see, if trial has 

not occurred, that PG&E would enter that case and say we need 

more time.

THE COURT: No, but what I'm saying is that if I were 

to deny today's motion, the plaintiffs will have to decide 

whether they want the Superior Court to bifurcate and drop PG&E 

aside and go forward against the other defendants.

MR. KAUPP: That's one possibility.

THE COURT: They may choose not to do that, or they 

may choose to do that. I'm mindful of the lack of appeal of 

putting the plaintiffs through two prosecutions of the same 

lawsuit. And that's a factor, but it's still a possibility.

MR. KAUPP: It is a possibility. It would be a big 

burden for the plaintiffs. It also could result in 

inconsistent judgments. It could result in inconsistent 

damages verdicts. And that could be a real problem.

THE COURT: Well, that's true any time we do that when 

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there's a bankruptcy. The question is whether it's just an 

unfair burden to the plaintiffs to have to put them through the 

prosecution of it twice. That's all.

MR. JULIAN: And three years into litigation has been 

quite a burden for them, and we certainly hope that the Court 

does lift the stay so we can move forward. I also wanted to 

address PG&E's argument about prejudice, which I think actually 

counseled toward lifting the stay sooner rather than later. 

A lot of their argument is about how parachuting into 

the state court action today would put them at a significant

disadvantage because of how much litigation has happened since 

January. But the truth of the matter is, if the stay was 

lifted later, that prejudice would only be greater, and I think 

that really counsels toward lifting the stay immediately, 

giving the Ghost Ship plaintiffs the ability to get a realistic 

trial date from Judge Seligman and to resolve those claims. 

What we know about PG&E is they really do dispute 

liability here, as they did in Tubbs. And what we need to do 

is to get discovery to make our case, in order to resolve those 

claims, even at mediation. And so what we'll be doing, if 

there is no stay that's lifted, and we have to wait until the 

resolution of the bankruptcy -- we will be in a position of 

then having to litigate those claims. 

PG&E's position and the insurance carrier's position 

before the RSA and after the RSA has been the same, and that is 

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there's no liability. So we know we're going to have to 

litigate --

THE COURT: Well, PG&E does have a right to take that 

position, right? 

MR. JULIAN: They do have a right --

THE COURT: Okay, well --

MR. JULIAN: -- to take the position, and they're 

taking the position. And the reality is the Ghost Ship 

plaintiffs are going to have to litigate these claims and 

complete discovery. And sooner rather than later is really 

what's preferred, because there are dependents in the case who 

have lost parents and who need that money. 

Mr. Maxwell's family spends over a hundred hours a 

week doing self-care because they only have an attendant eight 

hours a day, for seven days a week. Medi-Cal does not cover 

approximately 6,000 dollars each month of their out-of-pockets. 

THE COURT: Okay. I want to stop, not because I'm not 

sympathetic to Mr. Maxwell's situation. But none of this is in 

the pleadings, and it's not fair to present it now. I'm 

mindful of it, and I accept it. But I don't want to get into a 

discussion about whether we have to have that kind of evidence. 

It's not relevant. I'll make my decision on the way the 

arguments have been framed and presented. 

MR. JULIAN: Thank you, Your Honor.

THE COURT: Okay? Ms. Alexander, do you want to be 

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heard further? I want to not cut you off, but I want to hear 

from the debtor because --

MS. ALEXANDER: Understood. 

THE COURT: -- I don't know whether we have a major 

issue or not with his insurance. Go ahead.

MS. ALEXANDER: Understood. Thank you, Your Honor. 

Mary Alexander. And I am the liaison counsel in the civil 

Ghost Ship case and therefore serve on that executive 

committee. And I have the honor of representing Sue Slocomb, 

who serves on the TCC --

THE COURT: Okay. 

MS. ALEXANDER: -- and Sue lost her daughter, Donna, 

at thirty-two years of age. I do want to just briefly mention 

that not all of the people who died in the Ghost Ship were 

young. They were educated. They did not live there -- all but 

one. They were there that night for a party, and they lost 

their lives. 

I do want to reiterate to Your Honor that we are 

willing to and are agreeing to limit the recovery to the 

900,000-plus --

THE COURT: 900,000?

MS. ALEXANDER: -- insurance policies. 

THE COURT: I think it's more than 900,000. 

MS. ALEXANDER: 900 million. 

THE COURT: Yeah. 

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MS. ALEXANDER: And for once, that number doesn't 

start with a B in this case. 

THE COURT: It's close. 

MS. ALEXANDER: Right. So we are asking you to lift 

the stay. The defendants have agreed, to their credit, to 

mediate with us in January, and --

THE COURT: Now, say that again. To do what? 

MS. ALEXANDER: To mediate --

THE COURT: Oh, okay. 

MS. ALEXANDER: -- with the Ghost Ship plaintiffs --

THE COURT: Oh, okay. I was not aware of that. 

MS. ALEXANDER: -- in January. That's different from 

our papers, because this has occurred since we filed our 

papers. They have agreed to mediate in the end of January and 

agreed to have their insurance carriers there. And so, if by 

some chance -- I hope you won't, but if you are inclined not to 

grant the motion with the stay, we would ask that you at least 

lift it for the purposes of mediation, in that regard. 

One other point I do want to make is that we have, 

throughout this year, been serving the defendants, PG&E -- both 

defendants -- on everything that's happened in the case: all 

the pleadings, all the requests for documents, interrogatories, 

all the responding documents, all the motions, everything. And 

they have access to our document repository. 

We left all that in place while they have been gone, 

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and they monitor the criminal trial every day. They well know 

what is going on in this case. It's much different than some 

cases where the debtor has not been provided all that 

information. 

So we would respectfully request, Your Honor, that you 

grant our motion to lift the stay and let these families, who 

have suffered so much, go back with PG&E to seek compensation. 

Thank you. 

THE COURT: Okay, thank you, Ms. Alexander. 

Mr. Tsekerides?

And keep in mind that -- I don't know about what you 

knew, but what I heard today was the first time it's been 

clarified about an agreement on limitation. And that seems to 

me to be quite relevant. So if --

MR. TSEKERIDES: Right. 

THE COURT: -- you can tell me why, in the face of 

that --

MR. TSEKERIDES: Sure. 

THE COURT: -- I should not just simply grant the 

motion. 

MR. TSEKERIDES: Ted Tsekerides from Weil Gotshal for 

the debtors. It's not in the papers, Your Honor. We didn't 

see it either, but I appreciate that it was said on the record 

today. But --

THE COURT: But you're aware of it now if you --

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MR. TSEKERIDES: Well, I just heard it --

THE COURT: Oh, okay.

MR. TSEKERIDES: -- today, yeah, just as you did. 

THE COURT: All right. 

MR. TSEKERIDES: So I think there's still two 

reasons -- at least two reasons why you shouldn't lift the 

stay, but I did want to address first the points that Mr. 

Julian made. And I think it's important also for the Court to 

know, the reason why the claimants haven't been paid yet is not 

because of PG&E. We didn't try to extend the stay to that 

case. That case has been going on in state court all the 

while. We were supposed to go to trial in October of this 

year, and it didn't happen, but not because of us. 

So they could have moved to lift the stay to put us in 

then, and they didn't. The holdup is not because of us. So 

the fact that they're waiting -- I appreciate it's a burden, 

but we're not holding up recoveries that they might get against 

other defendants. So the waiting too long -- I appreciate 

that, but it's not our fault. 

Valero, you know, is very different. Valero was just 

us and them, and here you have fifty-three lawsuits, seventy 

plaintiffs, over ten defendants. It's a very different case, 

very complex. 

THE COURT: But there are, by my count -- and I'm not 

involved in the case -- there are only two nonindividual 

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entities, or there are two corporate entities. One's the City 

of Oakland, and one's the debtor, right? Everyone else --

MR. TSEKERIDES: As far as I know. 

THE COURT: -- they're just individuals? 

MR. TSEKERIDES: But given --

THE COURT: And maybe they have insurance; maybe they 

don't. I don't know. 

MR. TSEKERIDES: Right. But given their statement, I 

think, and what you did in Valero, I mean, one way you could 

slice this -- and we're not opposed to mediation -- in fact, 

today we made that clear -- is to not lift the stay today. We 

have the mediation with the plaintiffs' counsel, the executive 

committee, and see where we end up. 

But lifting the stay -- there is still a little over 

eight-and-a-half million dollars that will come out of pocket 

of the estate, and for what purpose? If everyone's talking 

about insurance being there, why are we going to spend money 

ramping up to get ready for a trial? We've had no discovery. 

It's nice that people send us documents, but we're not 

reviewing them, because we don't want to spend the money. Why 

spend that eight million dollars when we don't have to? 

Let's have a mediation. Let's see how it happens and 

then come back to court. But if you left the stay --

THE COURT: Something tells me that that eight million 

dollars will get used up, if not through defense costs, at 

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least through the mediation process. 

MR. TSEKERIDES: Right. But at least we're going 

towards a mediation process --

THE COURT: Well, I understand. 

MR. TSEKERIDES: -- with the insurers there --

THE COURT: I understand. 

MR. TSEKERIDES: -- and we're putting good money in to 

try to get a good settlement. But if we don't have a 

settlement and you lift the stay today, we're going to have to 

ramp up, and we can't control --

THE COURT: But what --

MR. TSEKERIDES: -- what happens in state court. 

THE COURT: I know you can't control, but what's the 

message I send to Judge Seligman? It's okay to go mediate, but 

he can't schedule his trial? 

MR. TSEKERIDES: He can still -- until they file this 

motion, whatever was happening in state court was happening in 

state court. 

THE COURT: And I understand that. 

MR. TSEKERIDES: So --

THE COURT: I understand that. 

MR. TSEKERIDES: So I don't think you're really 

sending any message other than, we still have a debtor that's 

dealing with a lot of things right now. 

THE COURT: But no, I don't think you're hearing my 

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question. 

MR. TSEKERIDES: Okay. 

THE COURT: I don't know what arguments are being 

presented to him by the City of Oakland, but if you simply read 

the docket, you'd see that it's set to go to trial in May.

MR. TSEKERIDES: Correct. 

THE COURT: Right? And one defendant has asked the 

court to give it more time. If the judge knows -- and 

obviously the judge does know that PG&E's in bankruptcy -- if 

he thinks that PG&E is still stayed, that will influence his 

decision perhaps --

MR. TSEKERIDES: Perhaps. 

THE COURT: -- or perhaps not. If he knows that the 

bankruptcy is no longer an impediment, he will make the 

decision, presumably, the way he should be making it, namely, 

without regard to the bankruptcy.

MR. TSEKERIDES: Right. And my point was that I don't 

think he's looking at it as the bankruptcy being an impediment. 

Whatever arguments are being made by the City of Oakland, we 

have not been involved in that case the entire year. They've 

been moving along at whatever pace --

THE COURT: I understand. 

MR. TSEKERIDES: -- they're moving along. 

THE COURT: I got you. 

MR. TSEKERIDES: He's got to resolve the City of 

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Oakland's motion on its merits, whether they're entitled to an 

extension or not. 

THE COURT: But how could -- but it's still going to 

be relevant to his decision. I mean, it's just human nature to 

think, how can I make a decision without knowing if this very 

deep-pocket defendant -- and it is a deep-pocket defendant --

is going to be in the courtroom or not, and when the trial 

resumes --

MR. TSEKERIDES: Well, to be sure. 

THE COURT: -- or whenever --

MR. TSEKERIDES: Well, I mean, if you lift --

THE COURT: -- not resumes -- whenever the trial 

begins?

MR. TSEKERIDES: Well, to be sure, if you lifted the 

stay, there's no way we could have a trial in May. 

THE COURT: Well, that's for him to --

MR. TSEKERIDES: So I think the only thing that could 

happen --

THE COURT: That's for Judge Seligman to decide, 

right? 

MR. TSEKERIDES: Well, but see, that's exactly my 

point. You should be helping us with that, sending us to 

mediation, not sort of letting the debtor have to spend eight 

million dollars --

THE COURT: Mr. Tsekerides, you don't push too hard, 

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because the argument that the plaintiffs should have known, 

they could have asked earlier, can be responded by, the 

defendants clearly should have known; they should have been 

preparing earlier. 

MR. TSEKERIDES: Well, why would a debtor defendant be 

preparing for trial in a case that's stayed? 

THE COURT: Because --

MR. TSEKERIDES: That's the whole point of 362, Judge. 

THE COURT: Because the debtor is represented by 

experienced bankruptcy counsel, with an experienced bankruptcy 

judge, and knows how these things sometimes play out. 

MR. TSEKERIDES: Well, sometimes, but not over the 

past few months. Maybe today --

THE COURT: I know, but this isn't a collection 

action. It isn't even a refinery fire. This is a thing 

involving fifty-three lawsuits and dozens of victims and --

MR. TSEKERIDES: But --

THE COURT: -- a major tragedy. 

MR. TSEKERIDES: Fair enough, Judge. But the 

suggestion that we should have been preparing for a trial 

during the past year -- I mean, I take issue with that. 

THE COURT: Okay, you can. 

MR. TSEKERIDES: Okay, I did. 

THE COURT: Why should I deny relief from stay? You 

already made virtually a stipulation that it can go to 

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mediation -- not exactly, but virtually. So why not the next 

step? What difference does it make? 

MR. TSEKERIDES: Well, I think --

THE COURT: All the more reason to have a good result 

in the mediation. 

MR. TSEKERIDES: Well, but I'm not sure that that's 

right, Your Honor. I think, well, one would be the money. I 

mean --

THE COURT: Okay. 

MR. TSEKERIDES: -- money that doesn't need to be 

spent --

THE COURT: Okay.

MR. TSEKERIDES: -- will be spent. And two, people 

who are currently working on other things and trying to get 

this bankruptcy, the larger Chapter 11, done -- it's not just 

outside counsel. You --

THE COURT: I don't know. Yeah, I understand. I 

understand --

MR. TSEKERIDES: Yeah. 

THE COURT: -- your point. And certainly, in some of 

the other motions, I've heard from in-house counsel and others 

the things people work. I don't doubt that they're working on 

it. But look, let's switch topics --

MR. TSEKERIDES: Sure. 

THE COURT: -- a little bit. And let's pretend that 

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somehow, between December 17th and June 30th --

MR. TSEKERIDES: Um-hum. 

THE COURT: -- the governor's position and the PUC's 

position and the AB 1054's position is such that we might have 

a confirmed plan by the end of May or June. What happens to 

the Ghost Ship fire then? 

MR. TSEKERIDES: Well, I mean --

THE COURT: That one has to go to trial, right, unless 

it's mediated to a result? 

MR. TSEKERIDES: Well, if, as it currently stands, 

that it's part of the channeling injunction --

THE COURT: It's not.

MR. TSEKERIDES: Well --

THE COURT: Not from what I just heard today. 

MR. TSEKERIDES: Well, I don't know that that's true, 

Your Honor. I think that --

THE COURT: Well, what is it -- what do you draw --

what inference do you draw from two counsel, Ms. Pino and Ms. 

Alexander -- they confirmed it twice on the record. They'll 

look only to insurance. So what does that --

MR. TSEKERIDES: Well --

THE COURT: What's left with the channeling 

injunction? 

MR. TSEKERIDES: Well, looking to insurance is 

different from what process what process it's going to go 

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through. So let's say you don't lift the stay. Well, I'll 

explain why, Your Honor. I mean, you can still have claims 

going -- you're not going to be looking to the debtor, is my 

point. They're saying it's insurance. I appreciate that. But 

you can still have the trustee, and it's no burden, because the 

trustee is going to be sitting there with the same pot of money 

that we're sitting with. 

THE COURT: Why? What is the role with -- if this 

goes -- if relief from stay is granted, and the plaintiffs 

agree not to look to the company or the trust, what is the role 

of the trust trustee, vis a vis the Ghost Ship action? 

MR. TSEKERIDES: Well --

THE COURT: To me, it's --

MR. TSEKERIDES: If the --

THE COURT: It's different -- okay. 

MR. TSEKERIDES: If the stay were lifted, you're 

right. But I'm --

THE COURT: No. 

MR. TSEKERIDES: I'm arguing --

THE COURT: Either way. 

MR. TSEKERIDES: Well, I'm not sure that that's right, 

Your Honor. 

THE COURT: No. Well, what am I missing? You just 

heard two counsel say, we'd like to look only to insurance, 

plus deductible. So my question to you --

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MR. TSEKERIDES: Well, that's the part -- "plus 

deductible". I mean, we still have the eight million --

THE COURT: Well, that is the eight million, right? 

MR. TSEKERIDES: Yeah. 

THE COURT: That's the eight million. 

MR. TSEKERIDES: It's an SIR, but yeah. 

THE COURT: And you'll get the debtor's own defense 

costs -- eat that first, don't they? 

MR. TSEKERIDES: No, we would have to pay for that. 

THE COURT: No, I know you have to pay for it, but --

MR. TSEKERIDES: But see, we wouldn't have those costs 

if it was in a trust. 

THE COURT: Look, let me rephrase my question. If we 

had a mediation this afternoon in the attorney conference room, 

and the Ghost Ship plaintiffs agreed to settle with PG&E, most 

of that eight million probably would still be intact. But --

MR. TSEKERIDES: Probably. 

THE COURT: But if there is mediation or pre-trial 

after a relief from stay or something, that eight million will 

be the burning candle concept. It's a burning candle type 

policy, right? And when the candle's burnt, gone, it's gone. 

So my question for you is, if PG&E is treating Ghost Ship as a 

passthrough, why is it part of the trust anymore? 

MR. TSEKERIDES: Well --

THE COURT: In other words, doesn't the RSA get 

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amended to say, the Ghost Ship plaintiffs do not participate in 

the trust because they --

MR. TSEKERIDES: Well, we weren't -- Your Honor, 

again, in fairness, we weren't treating it as a passthrough in 

the plan that just most recently got filed. That's not -- it 

was --

THE COURT: It was in the first time. 

MR. TSEKERIDES: -- a passthrough, but it's not in the 

current one that's on paper right now. And my only point is, 

if you don't lift the stay, then we, the debtors, are not going 

to be spending the money. The trustee will be dealing with 

whatever the trustee's going to be dealing with, and the 

insurance company will be paying --

THE COURT: Okay, let's --

MR. TSEKERIDES: -- the limits. 

THE COURT: Let's try it a different way. I'll take 

your word for it that what the two counsel for the Ghost Ship 

plaintiffs said was news to you and news to me, but they said 

it. 

MR. TSEKERIDES: They did. 

THE COURT: They said it more than once. 

MR. TSEKERIDES: Um-hum. 

THE COURT: So if I were to grant an order for relief 

from stay, the order would say, relief from stay granted, 

provided, however, plaintiffs' sole recourse is the SIR, to the 

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extent it exists, and insurance, which is another way of 

saying, no claim against the debtor.

Now, let's suppose that's the order. Now fast forward 

to we have a claims trust in place. What is the role of that 

claims trustee, vis a vis Ghost Ship?

MR. TSEKERIDES: Well, under your hypothetical, you 

lifted the stay, right? 

THE COURT: Yeah, right. 

MR. TSEKERIDES: I don't know that it has a role --

THE COURT: No role.

MR. TSEKERIDES: -- because if you lifted the stay, 

they're going to state court. We're going to be defending it 

in the meantime -- lawyers, and the company's going to have to 

get documents and defend a case. 

THE COURT: I got it. But the trustee -- the

liquidation trust --

MR. TSEKERIDES: Or whatever that trustee -- yeah. 

THE COURT: -- has no role to play. 

MR. TSEKERIDES: Under that hypothetical, you would be 

right. 

THE COURT: Okay. But why isn't that a good result, 

both for the rest of the people, whether it be victims, fire 

victims, or governmental agencies, or anyone else who is going 

to look to that thirteen-and-a-half-billion-dollar trust, 

assuming we have one? Why isn't that a good result, to take 

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the Ghost Ship potential out of the equation? 

MR. TSEKERIDES: Well, it's not a good result because, 

for the debtor right now, we would have to then start gearing 

up, spending money on a trial, when we could be mediating and 

trying to use that money -- not spend the eight million dollars 

and --

THE COURT: Okay. 

MR. TSEKERIDES: -- and get it done that way. 

THE COURT: Okay. So we're dealing -- it seems to me 

that you and I are now debating how to best spend that eight 

million dollars. 

MR. TSEKERIDES: Ultimately. And --

THE COURT: Well, sir, what other reason do you have 

for --

MR. TSEKERIDES: Well, and the impact to the debtors 

in the meantime while we -- you know, as you know, there's a 

lot going on. 

THE COURT: There's a lot going on. But the point is, 

what else has to get dealt with vis a vis Ghost Ship if I grant 

the kind of order I've just described? 

MR. TSEKERIDES: Well, we would -- I mean --

THE COURT: No, in the bankruptcy. 

MR. TSEKERIDES: Oh, in the bankruptcy. Okay, yeah. 

THE COURT: I'm mindful that lots of lawyers and lots 

of professionals -- nonlawyers -- will work to defend the 

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company in the Ghost Ship fire, and they're entitled to do 

that. And the plaintiffs have to understand that that's what 

it is. It's like there had not been a bankruptcy. We're back 

to my discussion with Mr. Julian. If the wildfires hadn't 

occurred, the Ghost Ship trial would have gone its course. 

MR. TSEKERIDES: Right. 

THE COURT: We can all --

MR. TSEKERIDES: We wouldn't be here. 

THE COURT: We wouldn't be here. You and I would 

never have met. 

MR. TSEKERIDES: My loss, it would have been. 

THE COURT: My loss. 

MR. TSEKERIDES: Yeah. 

THE COURT: But the point is, the insurance would have 

been what it was.

MR. TSEKERIDES: Um-hum. 

THE COURT: The coverage would have been what it was.

MR. TSEKERIDES: Right. 

THE COURT: The Valero litigation would have --

MR. TSEKERIDES: Would have still been there. Yeah. 

THE COURT: The Valero fire didn't drive PG&E into 

bankruptcy either. 

MR. TSEKERIDES: Nope. 

THE COURT: Or not a fire --

MR. TSEKERIDES: The explosion. 

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THE COURT: -- the meltdown --

MR. TSEKERIDES: Whatever.

THE COURT: -- whatever it was --

MR. TSEKERIDES: Yeah. 

THE COURT: -- the shutdown. So what I'm getting at 

is that, other than maybe spend or reallocate an eight-milliondollar insurance fund, I don't know any other reason not to 

grant relief from stay. You have to give me another reason. 

MR. TSEKERIDES: Right. Well, I think I gave you two. 

THE COURT: Okay.

MR. TSEKERIDES: One is, I mean, it is going to have 

an impact on people who are working on both the reorganization 

process and that would have to be involved in gathering 

documents and supporting --

THE COURT: Right. 

MR. TSEKERIDES: -- what is a major complex -- they 

even said it's a complex litigation.

THE COURT: I have no doubt. 

MR. TSEKERIDES: It's been granted complex status. 

And why? I mean, 362 is there for a reason, to protect 

debtors.

THE COURT: Well --

MR. TSEKERIDES: And --

THE COURT: Those same people won't be working quite 

so hard on the estimation in the Superior Court or --

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MR. TSEKERIDES: That's true. 

THE COURT: -- or in Judge Domato's court if --

MR. TSEKERIDES: Assuming you say yes to our motion. 

THE COURT: Well, that's right. 

MR. TSEKERIDES: Yeah. 

THE COURT: But the point is, if the RSA kicks in, an 

awful lot of folks at PG&E might have less to do. 

MR. TSEKERIDES: Less to do, but you still have the 

OII going on. 

THE COURT: I know, and you know what? 

MR. TSEKERIDES: And those are five-day turnarounds on 

discovery. 

THE COURT: And we'll still have our Chapter 11 with 

all the things we have to do.

MR. TSEKERIDES: Yes. 

THE COURT: Anyway, go ahead. Anything else you want 

to make? I want to --

MR. TSEKERIDES: No, I don't think so. 

THE COURT: -- wrap it up --

MR. TSEKERIDES: I don't think so. 

THE COURT: -- because we do have a lot to cover 

today. 

MR. TSEKERIDES: We spent a lot of -- and we have more 

to do, right. 

THE COURT: All right. 

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MR. TSEKERIDES: Thank you. 

THE COURT: Anyone else want to be heard on the Ghost 

Ship motion? 

All right. First of all, I want to thank Ms. Slocomb 

and Mr. Maxwell for coming. I can't imagine the horror that 

you've gone through -- both of you and your families, and all 

the other victims. And that's certainly true that we've had to 

experience here, with all the wildfires and the Ghost Ship 

fire. It may not have been a wildfire, but it's still a 

devastating and tragic event. And it's too bad that you had to 

be here and lose your family members, in Mr. Maxwell's case, 

for such a personal tragedy.

I'm satisfied. And frankly, to be honest -- well, to 

be honest -- whenever someone says, "to be honest with you", 

you wonder, why do they have to say that? So I withdraw my "to 

be honest with you", which is not saying I'm going to be 

dishonest with you. 

When I prepared for today and I saw the events over 

the last few days, with the governor's position and then the 

response and then the most recent development from the company, 

it had significant impact on me to figure, well, what should I 

do about Ghost Ship? And I was not certain about what to do 

about the Ghost Ship, if we were going to be dealing with this 

trustee, either with the RSA or without the RSA. 

But based upon the representations of two counsel, 

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which I will respect their position that they speak with 

authority, to me that is the right result -- is to let the 

Ghost Ship trial go forward or not, depending upon the Superior 

Court judge's decision as to timing -- I'm not suggesting that 

it won't go forward, unless it's mediated to a successful 

conclusion -- is that -- to go back to my own philosophy, is 

let's try to do what would have happened if there hadn't been a 

bankruptcy. And we can't unwrite history, but one thing we can 

do is put the Ghost Ship victims back where they were, before 

the bankruptcy occurred, and let them have their day in court 

and either mediate to a proper result or not. 

And although I'm not cavalier and casual about 

spending eight million dollars of the debtor's money, the point 

is there are ways to redirect that. And what counsel has 

explained to me is so traditional in lots of cases that are 

smaller that I preside over -- and all bankruptcy courts do --

is to get that stay out of the way, if there is an insurance 

recovery. This is not an anti-insurance company position. 

It's a practical solution in bankruptcy.

So I'm satisfied that the plaintiffs will be wellserved by having their day in court. If PG&E is burdened by 

having to prepare, PG&E should make a pitch to Judge Seligman 

on Friday for more time, and he will use his judgment and 

discretion and make that call. 

I'm going to grant the motion for relief from stay but 

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make it clear, for Ms. Alexander and Ms. Pino, that the order 

that I sign will specifically and unequivocally say that, in 

granting relief from stay, the Court has relied upon the 

representations of the moving parties, such that -- and again, 

I will let Mr. Tsekerides and opposing counsel craft the right 

specific words, but the concept is, you get to recover what is 

self-insured under what we call the SIR and nothing else from 

Pacific Gas & Electric Company or PG&E Corporation through its 

bankruptcy, whether it be under a trust or under some other 

situation, and that the recovery is without recourse to them 

but solely to insurance -- again, with the proper terminology. 

So it's the deductible, in layman's terms -- the 

deductible plus whatever you recover from the insurance. So 

with that, I'll conclude this motion and look forward to 

getting an order. Thank you all for your time on that. 

We'll move to the next motion. 

Mr. Tsekerides, where do you want me to go? 

Well, actually, it would be Mr. Hearns (sic), I 

believe? 

MR. TSEKERIDES: Yeah, Mr. Karotkin is jumping out of 

his seat. We'll have to work out -- on the deductible piece, 

I'm not sure that they're entitled to the deductible as well, 

but we'll work it out in the order. 

THE COURT: No, they may not be, but the point is, the 

limitation is --

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MR. TSEKERIDES: Right. 

THE COURT: -- limited. 

MR. TSEKERIDES: Agreed. 

THE COURT: Sure. I'm not asking you to give away 

money that --

MR. TSEKERIDES: Okay. 

THE COURT: -- you don't have to give away. 

MR. TSEKERIDES: Thank you. We're just going to --

well, we'll deal with that in the order drafting. 

THE COURT: Ms. Pino, you don't have any trouble 

articulating the ruling, right? 

MS. PINO: I do not. Thank you, Your Honor. And 

thank you very much for your ruling. 

THE COURT: Okay. Thank you. 

MR. TSEKERIDES: So I think the Hearn motion is next. 

THE COURT: All right. Who's appearing on the Hearn 

motion? Is that Ms. Costin? 

MS. COSTIN: Yes, Your Honor. Anne Costin for Todd 

Hearn. 

THE COURT: So I guess the short question to you --

and I've read the papers, and I'll give you time if you need --

but why would I grant relief here, when you've got this whole 

resolution process in place?

MS. COSTIN: Sure. So --

THE COURT: Mediation and arbitration. And if Mr. 

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Hearn is unsuccessful, that should be the end of it, I think, 

and if he's successful, maybe he should have relief from stay 

beyond that. But it's hard for me to -- this is not like the 

fire. I mean, obviously, Mr. Hearn's rights are important to 

him. I'm not minimizing that. But there already is a claims 

resolution process in place. 

MS. COSTIN: Yes, Your Honor. As a whistleblower, 

someone who stood up and complained about unsafe devices at 

PG&E, Todd Hearn is protected by California state statutory 

law. 

THE COURT: Right. 

MS. COSTIN: And California state statutory law is not 

subject to PG&E's collective bargaining agreement. It is not 

subject to mandatory arbitration.

THE COURT: Well, then shouldn't the arbitrator make 

that decision?

MS. COSTIN: No. In fact, the Napa County Superior 

Court should hear Mr. Hearn's statutory claims, his 

whistleblower claims. And if PG&E wishes to file a motion to 

compel arbitration or argue preemption of some sort, it should 

occur in a state court, as these are state law claims, and the 

issues of preemption and arbitration are also state law issues.

THE COURT: So you weren't required to file an 

opposition to their reply. Your reply is that your client is 

not subject to it, and you need a court to determine that. Why 

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can't I determine that? 

MS. COSTIN: Well --

THE COURT: Why can't I determine that -- and I don't

mean on this oral record, but I mean, with a short brief, that 

if you're right -- I don't question what you're saying -- if 

the law is clear that Mr. Hearn's remedies can't be dealt with 

here, maybe that helps me make a decision. But I don't know 

that until you say something. 

MS. COSTIN: Certainly. If the Court is at all 

inclined to deny the motion for stay on this basis, on the 

basis that there is this alternate union bargaining grievance 

procedure, then I would absolutely request the ability to 

provide briefing -- substantive briefing --

THE COURT: Yeah. 

MS. COSTIN: -- to demonstrate to the Court that they 

cannot make the arguments that they're making. 

THE COURT: Well, under our procedures -- I don't know 

how familiar you are with our procedures here, but we don't 

even require, in regular cases, even any opposition to motions 

for relief from stay. For PG&E, I had to educate my colleagues 

from the East Coast that, even though we say we don't want 

responses, I want preliminary responses. That's why PG&E filed 

something called a preliminary opposition. But when I read the 

opposition, I thought, well, why isn't this governed by the 

arbitration and mediation procedure -- the claims resolution? 

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And so you're saying that it's true. 

Okay. So let's assume that, if I don't deny this 

motion, I'll give you an opportunity to explain yourself. But 

switch topics. What do I do about the fact that your client 

filed a proof of claim, and we have a claims resolution process 

that is in place, apart from anything else that's in the state 

court system? He filed a proof of claim, right? And it's --

MS. COSTIN: Correct. 

THE COURT: -- deemed allowed until someone objects. 

And so if the debtor objects to his claim, he's --

MS. COSTIN: And --

THE COURT: I don't believe Mr. Hearn's situation is 

in the wildfire trust. He's just what we call a passthrough, 

the same way he would be tested if there were no bankruptcy. 

MS. COSTIN: Correct. As the Court indicated this 

morning, someone is going to have to adjudicate whether there's 

liability and damages on this matter. And with PG&E's 

opposition to our motion for relief from stay, they absolutely 

did object to his proof of claim. Stacy Campos, PG&E's inhouse employment lawyer, clearly stated in her declaration that 

they asserted that he was not fired for being a whistleblower. 

THE COURT: Right, right. That's right. 

MS. COSTIN: Not surprising. 

THE COURT: That's right.

MS. COSTIN: And therefore they're contesting 

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liability completely. 

THE COURT: Well, but the debtor did not file an 

objection to the proof of claim. That doesn't --

MS. COSTIN: It may not have that name on it --

THE COURT: Right. Well, that's right. 

MS. COSTIN: -- but I would certainly expect that they 

will not be agreeing that they terminated Mr. Hearn because he 

complained that there were unsafe devices on the power lines. 

I doubt that PG&E will take that approach. 

THE COURT: But why couldn't that be adjudicated as 

part of the claims objection process?

MS. COSTIN: Well, I think that, with a whistleblower 

claim in particular, it presents a unique situation that is 

best handled by a state court. 

THE COURT: Well, why is that so? 

MS. COSTIN: Because we have complex issues of motive, 

pretext, and we need significant discovery. Someone is going 

to have to dig into this case, and it should be handled by --

THE COURT: But tell me --

MS. COSTIN: -- employment attorneys. 

THE COURT: But tell me why. Again, I know that a lot 

of people and lawyers with more state court experience than 

bankruptcy court always like to say, this is all governed by 

state law, which is another way of saying, we think those 

Superior Court judges know this body of law better than the 

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bankruptcy judges. And sometimes that's true, and sometimes 

it's not true. 

So why is it unique? Why couldn't the bankruptcy 

court make that determination on a claims objection? 

MS. COSTIN: I think that -- I'm not saying that it's 

impossible, but the way I envision proving liability here is 

through significant discovery, with motions to compel, with 

depositions of human resources people for people that were out 

on the field, hearing Todd Hearn stand up in meetings and --

THE COURT: Well, those go to the merits. I 

understand. 

MS. COSTIN: Right. I just think it's a burdensome 

process, and --

THE COURT: But your argument is a legal argument 

though. We're back to the point that you'd like to brief why 

the arbitration and mediation procedures are preempted by the 

name of -- or not preempted -- are replaced by the applicable 

law that you rely on. 

MS. COSTIN: I'm sorry, I didn't understand the 

Court's question. 

THE COURT: You're restating what you said in your 

opening comments, that PG&E's response you can defeat by the 

legal argument that they can't impose on your client the 

mediation and arbitration procedure. 

MS. COSTIN: I understand, so --

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THE COURT: I mean, the grievance -- grievance is the 

better word, not mediation. 

MS. COSTIN: Right. 

THE COURT: Grievance and arbitration.

MS. COSTIN: I suppose I'd say one of the factors this 

Court should consider, obviously, is, where's the appropriate 

forum? And they're saying, we're going to proceed anyway, Your 

Honor, through the forum that we choose, which is a private, 

secret arbitration, where Mr. Hearn doesn't have a lawyer,

doesn't have discovery --

THE COURT: Well, it's a grievance. I mean, isn't 

there a negotiated labor concept that's well-established for 

lots of employees who have grievances? 

MS. COSTIN: For many employees who have grievances 

that arise out of the bargaining agreement, but not for 

whistleblowers that bring state claims. 

THE COURT: Well, what about employees who pad their 

time records? I mean, again, there are two sides of the story 

here, right? 

MS. COSTIN: Right. 

THE COURT: And that's PG&E's theory. So if your 

client hadn't done what people call whistleblower but had been 

terminated for padding his hours, that would be litigated or 

resolved through the grievance procedure, wouldn't it? 

MS. COSTIN: Correct, but that's not --

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THE COURT: Okay. 

MS. COSTIN: -- the situation we're in, right? The 

situation we're in, the CBA doesn't have any waiver of a jury 

trial. It doesn't reference any statutory claims. And the 

case law is quite clear that PG&E doesn't get, under these 

circumstances, to dictate the forum. This Court may be able to 

dictate the forum, but PG&E doesn't get to choose arbitration 

through a grievance process over state court. 

THE COURT: So -- okay. Well, let me --

MS. COSTIN: And --

THE COURT: Let me see what --

MS. COSTIN: Sure. 

THE COURT: -- the debtor has to say. I won't oust 

you.

MS. COSTIN: Okay.

THE COURT: Go ahead. You want to add something 

further? 

MS. COSTIN: One final comment, which is, the other 

factor we haven't considered here is the balance of harm. And 

Mr. Hearn, when PG&E fired him from his job of twenty-two 

years -- he lost his wages. He lost his health benefits. But 

they also took something else away from him, which was his 

ability to work in Northern California. 

THE COURT: Well, I understand. And that itself is 

contested. But let me try this one more question, though. 

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MS. COSTIN: Sure. 

THE COURT: Leave aside the whistleblower allegations 

that you say aren't within the grievance process. If Mr. Hearn 

does go through with the grievance process and prevails, 

doesn't he get reinstated? 

MS. COSTIN: He would have limited remedies. One of 

those might be reinstatement and past wage loss, but he would 

not be able to seek the remedies that would be available to him 

in state court, which would include punitive damages, key in 

this process obviously, and also emotional distress damages. 

Those are not available through the grievance process.

And I'll just note that, at no point in time in the 

grievance process to date, has Mr. Hearn ever raised this state 

law retaliation claim. It simply has not been adjudicated at 

all to this point, because it's not part of the CBA process. 

So PG&E is not going to be affected at all by adjudicating this 

claim in state court, as opposed to doing so in a different 

forum. 

THE COURT: So what happens if I were to deny this 

motion? What happens next?

MS. COSTIN: You would be placing Mr. Hearn in an 

extremely difficult position --

THE COURT: Well, I --

MS. COSTIN: -- because --

THE COURT: I don't --

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MS. COSTIN: Right. 

THE COURT: -- intend to do that, if the law doesn't 

permit it, but what happens next procedurally?

MS. COSTIN: Well, Mr. --

THE COURT: Doesn't he then go through the grievance 

process?

MS. COSTIN: He would have to make a decision --

THE COURT: Or make a --

MS. COSTIN: -- about --

THE COURT: Yeah. 

MS. COSTIN: Because he would have to make a decision 

about whether or not to pursue his grievance. And the danger 

there is, if he chooses to pursue his claims through this 

grievance process, he would be forced to raise this retaliation 

whistleblower claim there, without a lawyer, without discovery. 

Let's say he lost. Well, then we have a real problem, 

and PG&E has a collateral estoppel argument. So it's really 

tying his hands, and then we would have double litigation. 

Then we would, then at the end of the grievance process, be 

revisiting the entire case in state court. 

THE COURT: Does he have a right to counsel at the 

arbitration stage? 

MS. COSTIN: No, no. 

THE COURT: No? All the way through arbitration? 

MS. COSTIN: No, they do not, but PG&E does have a 

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team of in-house employment lawyers, as set forth in Ms. 

Campos's declaration, that would be able to represent PG&E. 

THE COURT: So if he got an adverse ruling, you're 

saying that that would be dispositive or not? I mean, again, 

this --

MS. COSTIN: I'm saying that PG&E would argue that it 

would be dispositive.

THE COURT: Well, what would you argue? Suppose you 

hadn't come on the scene, and Mr. Hearn got through the drill. 

And finally, some other arbitrator said, sorry, Mr. Hearn, 

you're out of luck; you padded the books, and you -- no help. 

And then he came to you. Would you have a remedy?

MS. COSTIN: There is California law that argues 

against collateral estoppel and indicates that, even if a 

matter has already been grieved, it can be revisited in state 

court. I can give the Court the citation to that case, if it 

would like. 

THE COURT: Well, you can put it in your --

MS. COSTIN: Okay. 

THE COURT: -- in your further brief. But your point 

is there is at least a remedy to try to get relief from that? 

MS. COSTIN: Yes, but the remedy would be starting a 

statutory state court employment action, so we'd be back at the 

starting point now --

THE COURT: Okay. No, I understand. 

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MS. COSTIN: -- that we're at. So I think it's just, 

when you look at judicial economy, if that's what this process 

is supposed to be about, it makes no sense to say, go ahead, 

Mr. Hearn, and go through a year-long union grievance CBA 

adjudication, and then at the end of it, start over with a 

state court statutory claim. 

THE COURT: Okay. Mr. Tsekerides? 

MS. COSTIN: Thank you. 

THE COURT: What have you got to say? 

MR. TSEKERIDES: Well, first of all, it's not PG&E --

Ted Tsekerides for the debtors -- imposing its will. It was a 

collective bargaining agreement with the IBEW, and the IBEW has 

lawyers. So I don't know the point that he's unrepresented --

THE COURT: Well, but does the employee have a right 

to have a lawyer at the table with him or her at the --

MR. TSEKERIDES: I don't know, but we can look into 

that while we're doing the briefing. But I know the IBEW, and 

he's represented by somebody, is my point. And we can look 

into that when we do the briefing, but this has been going on 

since January. The grievance was filed in January. This is 

not a pending lawsuit. They want you to --

THE COURT: Right. No, I understand that. 

MR. TSEKERIDES: -- lift the stay to sue us, and 

presumably they had these rights -- they won, and this is the 

first time he's attempted to bring this lawsuit. So there's a 

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CBA --

THE COURT: Well, again, this is similar to the point 

of --

MR. TSEKERIDES: Yeah. 

THE COURT: -- he could have filed his motion earlier, 

and you would have argued it's too early. So --

MR. TSEKERIDES: Well, no I would have argued there's 

a CBA --

THE COURT: Yeah. 

MR. TSEKERIDES: -- is what I would have argued --

THE COURT: No, I understand. 

MR. TSEKERIDES: -- which is what I'm arguing right 

now. And there's a reason for that, and that's a process that 

the union agreed to. And if it's working its way through, 

there's no reason to then have another path, creating again out 

of whole cloth brand new. And he'll have whatever rights, and 

if he was found to have been wrongfully terminated, they can 

put him back in. And I'm sure there are other remedies that 

are available. I'm not a labor lawyer. 

But my point is that there is a grievance process 

already underway. It's not like it's just starting. It's 

already underway, and I think they're in step three of five. 

So primarily, that's the reason to deny it right now, but also 

then we shouldn't have another path. But there is a CBA. 

THE COURT: Okay. Ms. Costin, how much time do you 

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want to file a supplemental brief and address this issue? And 

I'll really put the ball in your court, and you can tell me two 

days or two months. I don't care. 

MS. COSTIN: Two weeks would be great, Your Honor. 

THE COURT: Okay. Mr. Tsekerides, do you need to 

reply, or do you --

MR. TSEKERIDES: I think we would need to reply, yes. 

I don't know what's in there, so I would like the opportunity 

to reply. 

THE COURT: Okay. I'm going to take this -- I'm going 

to put this on or take it with the following: two weeks for a 

supplemental -- we'll call it a reply by Ms. Costin for her 

clients, and two weeks after that from the debtor. Debtor 

shall reply -- or whatever the right name is -- and then it's 

submitted. 

MR. TSEKERIDES: Okay. So we don't have to have 

further argument on that? 

THE COURT: No. Well, I'll tell you what. It'll be 

submitted, and if I need argument, I will put it on the 

calendar. If not, I'll issue a ruling. 

MR. TSEKERIDES: Very good. 

THE COURT: Okay, thank you. 

MR. TSEKERIDES: And I think there was one more.

MS. COSTIN: Thank you. 

MR. TSEKERIDES: Vlazakis is the last one. 

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THE COURT: Well, there is, but I just want -- okay, 

Ms. Costin, anything --

MR. TSEKERIDES: Oh, sorry. 

THE COURT: -- anything else? Do you want to --

MS. COSTIN: Thank you, Your Honor. 

THE COURT: You clear on this? 

MS. COSTIN: We appreciate the Court's time. 

THE COURT: Okay. Thank you for your time. Thank you 

for coming. 

Thank you, Mr. Hearn. 

Okay. Then yes, first, Vlazakis. Do we have counsel 

here for that? 

Good morning. 

MR. BERESTKA: Good morning, Your Honor. 

THE COURT: I need a name. 

UNIDENTIFIED SPEAKER: Your Honor, would you mind if I 

was excused? Your Honor, can I be excused? 

THE COURT: Yeah, sure. Of course. 

UNIDENTIFIED SPEAKER: Thank you. 

MR. BERESTKA: Good morning, Your Honor. Ron Berestka 

on behalf of the -- I'd like to call them the Vlazakis family, 

who are defendants in the case filed by PG&E in the state 

court. George Vlazakis --

THE COURT: Yeah. And if -- Mr. Benvenutti, are you 

presenting the defense here?

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MR. BENVENUTTI: Yes, I am, Your Honor.

THE COURT: I just have a quick question for you. I'm 

going to take the time to move fast. Do you agree that this is 

a compulsory counterclaim?

MR. BENVENUTTI: I'm sorry?

THE COURT: They have a -- is the -- are the three --

the debtor is conceding the relief from stay for the causes 4 

through 7 but not as to 1 through -- 1, 2, and 3. Right?

MR. BENVENUTTI: Correct.

THE COURT: But my question to you is, do 1, 2, and 3 

constitute a compulsory counterclaim under state law?

MR. BENVENUTTI: Your Honor, I can't answer that 

question. What I can say is the debtor -- the claimant has 

filed a proof of claim, and --

THE COURT: I understand.

MR. BENVENUTTI: -- and I'm reasonably certain that 

the law is that, for stay purposes, the Court views a claim 

against the debtor standing on its own right under the terms of 

the stay, without reference to what state law characterizes it 

as.

THE COURT: Well -- but this is a situation where, 

what happens if they didn't file the proof of claim? They're 

even worse off. It's got to be protected. My problem is this. 

The debtor started this lawsuit. There's a wall that somebody 

wants to tear down, and the way I read the debtors' papers, the 

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debtor says, well, we'll go forward with causes 4 through 9, 

and we'll -- or 4 through 7, and we'll tear the wall down. And 

then of course, the plaintiff's out of luck; the building's 

just -- is essentially damaged beyond repair, right?

Counsel, isn't that what it amounts to?

MR. BERESTKA: Your Honor, you hit the nail on the 

head with that. That's exactly our position. We -- and we're 

a little unique here. We're not actually a plaintiff in the 

underlying suit. 

THE COURT: No.

MR. BERESTKA: We're a defendant.

THE COURT: I know that. You're a defendant.

MR. BERESTKA: And we've been dragged into court --

THE COURT: And you want to defend --

MR. BERESTKA: -- by PG&E.

THE COURT: But more importantly, this isn't about 

money; this is about tearing the wall down.

MR. BERESTKA: Well, that's the --

THE COURT: Or something like that.

MR. BERESTKA: That's the interesting part about the 

preliminary opposition, is they try to distinguish between 

title claims and contract claims when the breach of contract 

claim is about the title.

THE COURT: But what are you going to do if the debtor 

moves to reject the contract? Because that's the real 

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question.

MR. BERESTKA: Well --

THE COURT: If there's a legal matter, if Mr. 

Benvenutti says, by the way, we just filed our motion to reject 

the agreement --

MR. BERESTKA: Well --

THE COURT: -- then what?

MR. BERESTKA: We're going to oppose it and see where 

we land on that.

THE COURT: Yeah, but those are --

MR. BERESTKA: That's --

THE COURT: -- very tough to oppose. 

MR. BERESTKA: Well, there's a couple issues here. 

One is they're looking to get out of their obligations under 

the contract, which they've already indicated that they would 

be rejecting. 

THE COURT: Well -- but that's the point. In other 

words, they -- the debtor maybe shouldn't have filed the 

lawsuit. Be careful what you asked for. But if, instead of 

filing the lawsuit, they were already in bankruptcy, if they 

filed a motion to reject the contract, I wonder whether you 

would have had any remedy and -- any defense, I should say.

MR. BERESTKA: Well, it's -- that -- we'll have to 

cross that bridge when we come to it, to be quite honest, Your 

Honor. I -- that's not --

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THE COURT: Well, I know, but I don't want to -- I 

don't want to make things worse. I mean, to me, if I -- even 

if I were to grant your motion for relief from stay, because it 

sounds to me like it could be a compulsory cross-complaint, and 

I am -- proof of claim -- the deadline's run, and they run, and 

there's great penalty if you don't hit that deadline. But if 

the debtor says, well, we're going to reject the contract, then 

it seems to me you're right back in the soup.

MR. BERESTKA: Well --

THE COURT: And that's a problem.

MR. BERESTKA: -- part of it is -- part of it is we're 

looking for the specific performance to own the property and 

the --

THE COURT: I know --

MR. BERESTKA: -- obtain the title.

THE COURT: -- but that's the point. That's the 

contract they'll try to reject.

MR. BERESTKA: Exactly. But that's the -- that's kind 

of where we're kind of caught in between here. And that's why 

we're caught in between with the state court in this case. 

We're trying to assert our right to have this jury trial, and 

we're met at every corner by PG&E saying, well, you can't have 

it, you can't file a cross-complaint, you can't do anything.

THE COURT: Okay. Let me try it again from your point 

of view, Mr. Berestka.

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MR. BERESTKA: Sure.

THE COURT: If I deny relief from stay and the 

plaintiff -- leave aside the bankruptcy tactic of a motion to 

reject your contract. And you're at trial now in the superior 

court on Counts 4 through 7. And the judge rules in favor of 

PG&E. What's left? What happens to the wall?

MR. BERESTKA: Well, unless we have our contract 

claims, we're done.

THE COURT: You have a claim for damages; that's all 

you have. 

MR. BERESTKA: Correct.

THE COURT: You're right back to the situation. So --

MR. BERESTKA: Well, that's putting the cart before 

the horse, though, because if we have to go to trial on those 

other issues, we may have had a right to the wall. That's the 

problem.

THE COURT: Oh, well, that's the problem that I'm 

having. The debtor maybe shouldn't -- if the debtor chooses to 

file suit, they should be prepared to take the consequences of 

what happens when you sue somebody; you get sued back. But 

this isn't about money, per se. It's about the wall coming 

down or --

MR. BERESTKA: Yes.

THE COURT: -- staying up or being reinforced or 

whatever. And here, if the debtor rejects the contract, which 

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they -- it presumably has the right to do, then maybe the state 

court won't solve your problem. 

In other words, try it differently. If I granted 

relief from stay and you're over in superior court, and Mr. 

Benvenutti says to the judge, we just moved to reject the 

contract, I wonder whether the state judge would have any 

option but to take the consequences of, well, reject the 

contract is a lawful breach. It's -- we're going to breach the 

contract. So how can the judge order specific performance of a 

contract that's been breached?

MR. BERESTKA: Well, that's the problem we face.

THE COURT: So how do I solve it?

MR. BERESTKA: I -- well, the --

THE COURT: I can't take away their right to move 

the -- reject it unless --

MR. BERESTKA: No --

THE COURT: -- they don't have the right.

MR. BERESTKA: No, we don't. And I don't know that 

right now. I don't know the extent of that right. They have 

it -- this is the first time I had heard of them mentioning a 

right to reject. They've, all along, said, no, you don't --

you've got to go to the bankruptcy court and get relief from 

stay because the stay bars your actions. 

THE COURT: Well, I understand. But the preliminary 

opposition was where they raised it. I didn't --

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MR. BERESTKA: Oh, no, no. I understand, Your Honor.

THE COURT: I didn't make it up. I mean, it's your --

you're over here because the state judge said, I'm not going to 

let you amend the complaint until the bankruptcy court says I 

can.

MR. BERESTKA: Yes.

THE COURT: Well, Mr. Benvenutti, when are you going 

to commit to file a motion to reject? Because it seems to me, 

I've got to -- we've got to break this logjam somehow.

MR. BENVENUTTI: Your Honor, the motion is in 

preparation. We have both authorization and direction from the 

client to file it. I believe this is the first contract 

rejection motion in the case, so we're -- to some extent, we're 

plowing uncharted territory here. But --

THE COURT: Well, it isn't as though you're a novice 

at rejecting contracts.

MR. BENVENUTTI: No.

THE COURT: You may not --

MR. BENVENUTTI: That's certainly true, Your Honor.

THE COURT: You may not --

MR. BENVENUTTI: That's certainly true.

THE COURT: -- have had occasion to reject one that 

has a wall coming down. 

MR. BENVENUTTI: No.

THE COURT: I feel like --

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MR. BENVENUTTI: No.

THE COURT: -- I'm in Ronald Reagan, saying, take down 

that wall.

MR. BENVENUTTI: Well -- and Your Honor, let me 

clarify something, too. I mean, the short answer is, yes, if 

the con -- the motion is -- we started preparing it. We will 

get it on file in due course. There are a number of people 

that have to review things like this before they get filed. 

But -- so if it were the usual case, I could tell you we could 

have it done within a week. This is not the usual case; it may 

take a little longer. But it is in preparation, and it will be 

moving forward.

But let me put this into -- let me clarify something. 

What the rejection motion will do is excuse the debtor -- we 

believe it should be granted, and we believe that the legal 

consequence of that is to excuse the debtor from any burden of 

specific performance under the contract.

THE COURT: Right. Right. That's right. That's what 

I would assume you --

MR. BENVENUTTI: All right.

THE COURT: -- would want.

MR. BENVENUTTI: So independent of the contract, the 

contract was entered into as an effort to try and solve this 

dilemma of the encroachment. All right? Before the --

THE COURT: Correct.

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MR. BENVENUTTI: Before the contract -- before the 

contract --

MR. VLAZAKIS: If I may be heard, Your Honor? I'm Mr. 

Vlazakis. That's not a true statement. We --

THE COURT: Well, I'm going to let -- your lawyer is 

speaking for you, sir.

MR. VLAZAKIS: It's not --

THE COURT: I'll let you have a moment to talk to --

MR. VLAZAKIS: -- a -- it's a misrepresentation to the 

Court.

THE COURT: Okay. I understand that, but I'm not 

going to -- you'll have a chance to speak with your counsel.

Excuse me. Go ahead, Mr. Benvenutti.

MR. BENVENUTTI: The contract was entered into in 

November of 2017 in response to PG&E discovering that there was 

this encroachment.

THE COURT: Right. Got it.

MR. BENVENUTTI: It was an attempt to resolve the 

issue with the encroachment. The encroachment presented a 

problem. The problem was that PG&E was prevented by the 

encroachment from being able to construct its intended purpose 

for this property when it bought the property from the City of 

Oakland, unaware of the encroachment, which is to enhance the 

safety of its natural gas distribution system. All right? So 

underlying all of this is the objective of being able to 

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enhance the safe operation of the natural gas system, which is 

a pretty big deal. 

In any event -- in any event, to the specifics of this 

situation, encroachment causes a problem. PG&E would like to 

be able to deal with the encroachment in a way that permits the 

project that it has in mind to go forward without having a 

dispute with the neighboring landowner. 

THE COURT: Understood.

MR. BENVENUTTI: A contract is entered into; it's not 

performed. There is a dispute over whether PG&E breached the 

contract, whether conditions weren't met that excused PG&E from 

performing. There is a dispute over what the contract means 

and whether it should be enforced outside of bankruptcy.

THE COURT: And whether it's rejectable.

MR. BENVENUTTI: And whether -- well, there may be an 

issue of that, too.

THE COURT: Because it may not be rejectable.

MR. BENVENUTTI: There may be an issue of that, too. 

I don't think --

THE COURT: Right.

MR. BENVENUTTI: -- that's the case, but it hasn't 

been briefed.

THE COURT: Well, no -- but you -- there's an -- okay. 

So what should I do?

MR. BENVENUTTI: Well, what I think you should do, 

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Your Honor, is take what we have -- accept what -- please, take 

what we've offered, which is to separate the contract issue, 

which I think is severable, particularly if specific 

performance is not available, which we believe it will not be 

when the contract is rejected. We had no opposition to the 

issues relating to title that are independent of the contract 

being litigated. If they have a jury trial right with respect 

to those, they can be litigated. We -- I think, as we said in 

the papers, that they will not have a jury trial right with 

respect to them. 

But be that as it may, it is what it is. But the 

contract dispute, because of its nature, if it's litigated in 

the state court, as part of the disposition of title, threatens 

to bog this litigation down significantly and further delay a 

project that's already been delayed a long time, that has, as 

its objective --

THE COURT: Well, I understand --

MR. BENVENUTTI: -- enhancing safety.

THE COURT: Listen, I understand. The objectives are 

commendable. I don't believe that the -- that Mr. Vlazakis and 

his family, if they contest the objectives, that's something 

different. The question is their legal rights. And what 

struck me as I read the papers is, here, for the second time 

this morning, I have to decide whether to ask a superior court 

judge in the same Alameda County to figure out what to do. And 

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if I said, well, you can go ahead and try this case, but by the 

way, you can only try a portion of it. And if the remedy is 

such that the moving -- the defendant here, who is the moving 

party today, but didn't even invite the lawsuit, is without a 

remedy because the Court has granted the relief that PG&E seeks 

before the -- before they have a right to be heard, then 

there's something wrong with that.

So -- and to my mind -- again, I might be 

oversimplifying, but it sounds to me like the superior court 

judge, if he goes your way, would, in effect, take away the 

alternative that the counterparty is facing and asking for in 

the form of specific performance. 

So the right thing for me to do, I believe, is to let 

you, Mr. Benvenutti, explain and convince me that you have the 

right to reject. And if you do, then maybe I have to deny this 

motion for that reason. But the flip side is, if you don't 

have the right to reject, then this thing ought to get resolved 

in one forum, which is another way of saying, I think I'd give 

you a period of time to show me why the motion -- excuse me, 

the executory contract is rejectable, which would, therefore, 

moot the relief sought by the moving party. 

And then I'll give them a similar amount of time to 

respond. And much like the last case, I'll take it under 

the -- on the papers and make a ruling or, if necessary, have a 

hearing.

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MR. BENVENUTTI: Well, we could do that, or we could 

file the motion to reject.

THE COURT: well -- but I think you have to. In other 

words, I -- if I give you a deadline -- but it's got to be more 

than that. It's got to be a response that says, we -- here is 

our motion to reject, and this is why you must deny the motion 

for relief from stay as to Counts 1, 2, and 3.

MR. BENVENUTTI: Very well.

THE COURT: And I give the other side an opportunity 

to respond. Any problem with that?

MR. BERESTKA: Actually, it sounds great, Your Honor, 

but it creates a little bit of a logistical problem because we 

have a state court that's struggling with the notion of what to 

do with our case and our trial.

THE COURT: Well, you need to tell that judge that the 

bankruptcy judge is going to solve her problems for her, 

partly.

MR. BERESTKA: Well, what I was going to suggest is 

lifting the stay with that caveat that they're going to file 

this motion, and then the trial court -- if it's granted, we go 

back --

THE COURT: That gets even -- that gets even worse. 

To me, the worse thing to do is to ask a superior court judge 

to start to interpret and understand what we're doing in this 

crazy bankruptcy world --

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MR. BERESTKA: Well --

THE COURT: -- because we have our own little world 

that we live in.

MR. BERESTKA: I understand. The reason I say that is 

because some of the other claims -- for example, the 

prescriptive easement claim -- also entitle us to a jury trial. 

It would give the superior court the heads up that we can't 

have a bench trial, that she needs to set it for a jury trial, 

because we have the prescriptive easement claim.

THE COURT: Well, what is the current state of 

affairs? When's the next hearing?

MR. BERESTKA: The next hearing in that case?

THE COURT: Yeah.

MR. BERESTKA: Is December 24th.

THE COURT: And what is the nature of the hearing?

MR. BERESTKA: Well, it's to hear our motion to leave 

to file the cross-complaint --

THE COURT: But --

MR. BERESTKA: -- which the court set. They required 

us to file the motion.

THE COURT: But couldn't there be a stipulation that 

says, we followed -- we did what you said, we put the matter to 

the bankruptcy court; the bankruptcy court wants further 

briefing and a continuance?

MR. BERESTKA: That's fine. I'm just getting caught 

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in the position where PG&E is arguing prejudice and delay, and 

we've got a May trial date. And I'm trying to juggle a couple 

things here to keep everybody happy.

THE COURT: Mr. Berestka, I understand your point. 

And I'm sympathetic to your dilemma and inclined to grant 

relief, except if the debtor has a right under the Bankruptcy 

Code to reject, I can't take away that right. If the contract 

isn't rejectable because it's already been breached and it's no 

longer executory, then maybe Mr. Benvenutti can't make his 

case, and you have an opportunity to persuade me that I should 

grant relief because they can't do what they want. 

And then it's easy. Then I say, fine, Superior Court, 

do your thing across the board, right or wrong. But I can't, 

just on the fly here, say to Mr. Benvenutti, sorry you don't 

have this tool in the toolbox called "reject" if, indeed, he 

maybe does have it. 

So I don't want to complicate things for another 

court. But my own view is it simplifies it if we clarify what 

the ground rules are. And that's my thinking on it. So --

MR. BERESTKA: That's fine, Your Honor.

THE COURT: -- Mr. --

MR. BERESTKA: I was just offering something else up.

THE COURT: I understand. 

Mr. Benvenutti, on the last case, your client's 

opponent asked for two weeks. Do you want two weeks, or do you 

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want more?

(Counsel confer.)

THE COURT: So I could -- I'm going to get a -- I'm 

going to get further opposition to the relief from stay, 

coupled with the motion to reject.

(Counsel confer.)

MR. BENVENUTTI: Your Honor, if --

(Counsel confer.)

THE COURT: Unless you want to mediate a resolution 

here.

MR. BENVENUTTI: Your Honor, if we could have until 

the Monday after New Year's, that would be helpful.

THE COURT: Mr. Berestka, you're going to -- you can 

ask the superior court judge to give you more time, and I 

suspect that she will be agreeable. If he files by January 

3rd, can you file by the --

MR. BENVENUTTI: I think that's the 6th, Your Honor.

THE COURT: Oh. You said the Monday -- oh, you say 

Monday after New Year's?

MR. BENVENUTTI: Yes.

THE COURT: Yeah, 6th. Okay. Would January 20th be 

sufficient for you, two weeks?

MR. BERESTKA: That's fine, Your Honor.

MR. BENVENUTTI: Your Honor, hold on a second.

(Counsel confer.)

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MR. BERESTKA: The only thing I would ask is that, if 

PG&E's willing to stipulate with the trial court that we are to 

move this hearing, I need that agreement from them.

THE COURT: Okay. Let's see if we can agree with 

that.

(Counsel confer.)

MR. BENVENUTTI: All right. That's fine. So it's --

THE COURT: Are you willing to enter into a stip -- or 

your co-counsel on a stip to submit to the superior court to 

just continue the January 20 -- whatever the hearing is?

MR. BENVENUTTI: December 24th, Your Honor.

THE COURT: Yeah. Would you be willing -- are you 

willing to stip on the record here that you'll enter a stip 

with Counsel --

MR. BENVENUTTI: Well, I --

THE COURT: -- to put that over?

MR. BENVENUTTI: I don't have -- I don't have explicit 

authority to do that, Your Honor, but I think if the Court made 

it part of the deal we're talking about here, I think I would 

implicit authority.

THE COURT: I think if I were able to communicate with 

the superior court judge, I would say, I'm -- I think we can 

solve some of this problem, but I need more time. And so we'd 

like you to continue your matter until after -- until late 

January or early February.

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MR. BENVENUTTI: All right, Your Honor. And may I 

have the date again of Mr. Berestka's response?

THE COURT: Two weeks after -- so the debtor -- PG&E, 

debtors, are going to file what is a further opposition to the 

motion for relief from stay and motion to reject. And Mr. 

Berestka's response to that -- excuse me, that's January 6th. 

MR. BENVENUTTI: Um-hum.

THE COURT: Mr. Berestka's response to that is January 

20th. 

And --

MR. BENVENUTTI: Very well.

THE COURT: -- Mr. Berestka, you don't have to 

respond -- I mean, your response should be a combined why the 

contract isn't rejectable or, if it is, why it shouldn't be 

rejected. Okay? That's a bit of a time -- I'm changing the 

procedures a little bit, but we're going to make this things 

go.

MR. BERESTKA: Perfect. Thank you, Your Honor.

THE COURT: Okay. Good luck. Thank you for your 

time.

MR. BENVENUTTI: Very well. Thank you, Your Honor.

THE COURT: Okay. Now, we're down to the RSA. I 

think it's time to take a break.

But Mr. Karotkin, are you on duty for that today?

MR. KAROTKIN: Yes, sir.

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THE COURT: What's your pleasure? A short break or --

remember what I said before. I didn't realize we'd go quite so 

long today, but we did. So what would you like me to do?

MR. KAROTKIN: Whatever you're -- whatever you 

suggest, Your Honor, is fine.

THE COURT: Well, tell me -- well, let's do a heads-up 

for me. Last night -- I won't tell you what time -- I looked 

at the docket and saw nothing had happened. And this morning, 

I found that the debtor and the TCC had entered into an 

amendment to the RSA. So what is your belief is the 

appropriate thing to do today, Mr. Karotkin? In other words, 

what do you want me to do when we -- whether it's in the next 

two minutes or after a break?

MR. KAROTKIN: You could approve the RSA in the next 

two minutes.

THE COURT: And Mr. Julian, what do you want me to do?

MS. DUMAS: Your Honor, Ms. Dumas will be --

THE COURT: Never mind. Or Ms. --

MS. DUMAS: -- handling the RSA.

THE COURT: Ms. Dumas, what do you want -- what do you 

want me to do if Mr. Karotkin asks me to approve the RSA, as 

amended, in the last few hours?

MS. DUMAS: The TCC would strongly urge the Court to 

approve the RSA.

THE COURT: Okay. Is Ms. Mitchell here?

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UNIDENTIFIED SPEAKER: Your Honor, so would the 

professionals.

THE COURT: Ms. Mitchell, could you just give me a 

clue on what the governor's position is on this late 

development? I'm not -- I'm going to have more argument when I 

figure out what's the right thing to do. I'm not going to turn 

this into a death camp for endless hearings, and I'm not going 

to keep people from going to Judge Donato's court at 1 o'clock. 

So give me a clue on what --

MS. MITCHELL: So all --

THE COURT: -- the governor's --

MS. MITCHELL: -- I was going to say today, absent 

having to correct anything on the record after Mr. Karotkin 

gets done, was going to take about -- was going to take about 

three minutes. 

I'm Nancy Mitchell. I'm from O'Melveny & Myers, on 

behalf of Governor Gavin Newsom. 

So maybe I'll just tell you where the governor is, and 

that may clarify things.

THE COURT: I was hoping you'd bring him here today. 

I think lawyers are invited to bring their clients to the 

bankruptcy court. He's welcome here at any time.

MS. MITCHELL: I'll convey that to him.

THE COURT: Okay.

MS. MITCHELL: So the -- Your Honor, I think I'm going 

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to start with the end, and then I'll give you a little bit of 

background. So the governor obviously has been, I think, very 

clear that he is concerned that we do not currently have an AB1054 compliant plan --

THE COURT: Right.

MS. MITCHELL: -- because it doesn't include the 

governance, because it doesn't meet the financial requirements, 

et cetera. 

Having said that, we do believe that an AB-1054 

compliant plan can be developed in these cases. I'm not going 

to tell you it's this plan. We think the parties need to 

recognize that AB-1054 is not a rubberstamp, and we need to get 

to the changes that are necessary. And that's a high bar for 

people. And so we have continued to believe that we would be 

better off if the settlements in these cases did, in fact, 

apply to all plans. So I think that that is probably our one 

issue that we would take up an argument, if we chose to.

Having said that, I think that, at the end of the 

day -- and we conveyed this to the TCC yesterday before they 

made the decision to amend the RSA -- the governor does respect 

the TCC's decision, as a fiduciary, to move forward on the 

victim settlement today. We do support the fact that they 

believe that this distribution is fair treatment for them and 

would not stand in the way of that being considered today.

THE COURT: Well, I'm glad you said that, because 

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here's my dilemma. And first of all, I don't like -- I mean, I 

like progress, and there are different opinions as to what's 

progress. But I don't like eight hours before the hearing 

progress that impacts so many people before anyone can even 

think about it. So one of the things that I wanted to ask you, 

personally, and not even your client, if he were here, is the 

following.

So I read -- I read the governor's statement --

MS. MITCHELL: Um-hum.

THE COURT: -- as I'm sure everyone in Northern 

California did, and I got the message. But then when I read 

the document that you filed at 12:44 yesterday, I saw a number 

of things that didn't surprise me. But what left me in doubt 

was the last sentence. 

"Therefore, to the extent the proposed settlement 

proceeds, the Bankruptcy Court should require amendments that 

allow TCC and consenting fire claim professionals to support 

any alternative restructuring or deem the fire victim claims 

unimpaired."

Well, I don't think there's any ability for me to deem 

them unimpaired. It sounds like a wish list that I can't 

fulfill. But it seemed to me that, notwithstanding the strong 

words of the governor's letter, the governor's lawyers are 

saying, but go ahead and approve the RSA, with one tweak. 

So -- do I read that correctly?

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MS. MITCHELL: Yes, Your Honor. I will say, I don't 

say much for the governor without him being okay with it, in 

pleadings or otherwise. And I think, Your Honor, our view is 

and has been consistently that for this debtor to get out of 

bankruptcy and for the state to avoid the other actions it 

might have to take, that this case has to get to conclusion and 

with AB-1054 compliance.

THE COURT: Right.

MS. MITCHELL: And that is very, very important to us, 

and that's not going to change, regardless of what happens here 

today. We --

THE COURT: Correct.

MS. MITCHELL: -- believe that as a result --

THE COURT: I agree.

MS. MITCHELL: -- of that --

THE COURT: I agree with you.

MS. MITCHELL: -- more optionality rather than less is 

good for us.

THE COURT: Right. But what I -- what was interesting 

about --

MS. MITCHELL: Um-hum.

THE COURT: -- reading your response and, frankly, all 

the responses to the RSA, there were a number of reserved 

positions, which are understandable; there were a couple of 

very specific questions that I know Mr. Karotkin can deal with. 

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But there weren't many -- there wasn't much of anybody really 

saying this is a bad --

MS. MITCHELL: Right.

THE COURT: -- economic resolution or settlement. 

And so I thought, well, do we defy the governor? 

"We". The governor doesn't purport to administer bankruptcy 

laws, nor do I purport to administer state law. And it would 

seem to me that if I accept the recommendation that I approve 

the RSA, I'm not -- it's not defying the governor. It's 

acknowledging that the governor's responsibility is broader 

than the Bankruptcy Court's. And by approving the RSA, I'm not 

saying AB-1054 has been complied with or corporate governance 

is fine or the wildfires or climate change or all the other 

panoply of things that are not bankruptcy issues are being 

dealt with.

None of them are. In fact, I believe even your 

position is clear that not even the alternative plan, at the 

moment, complies with AB-1054.

MS. MITCHELL: That is correct, Your Honor.

THE COURT: And so it's sort of like, okay, then maybe 

what I ought to do is listen to the substantive challenges to 

the RSA and not -- and I don't -- let me try it this way. I --

if I grant today's motion, I don't want it -- and it's not a 

power play saying I know more than the governor does. It's not 

my role. My role is to enforce the bankruptcy rules. He's got 

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some bigger fish to fry. We've got a very big fish but not the 

whole kettle. Right?

MS. MITCHELL: Well, it's a lot of fish. 

THE COURT: Yeah, a lot of fish; I agree. And I'm 

not -- I haven't been asked to approve corporate governance. I 

haven't been asked to approve climate or curative measures or a 

hundred things. 

MS. MITCHELL: Your Honor, I think that's actually 

right, and that is why we conveyed to the TCC that, at the end 

of the day, we thought that they should exercise their 

fiduciary duty. And the governor did not intend to stand in 

the way of the TCC doing that or ask Your Honor not to do the 

job of administering the bankruptcy.

THE COURT: I'm neither criticizing the governor nor 

his counsel. I'm clarifying what the deal is.

MS. MITCHELL: No, I wanted you to know that is where 

we came out as well.

THE COURT: And you and I know, and every experienced 

lawyer in this room knows, that I still have a responsibility 

at some point -- not today, but at some point -- to make a 

finding of feasibility, including the critical finding that 

confirmation of whichever plan is not likely to be followed by 

a need for further reorganization.

So that's sort of the clue that I got from the 

governor's letter, is that the governor, among other things, 

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says, I don't think that the deal is doable. But he didn't 

say, but it's a bad result of the fire victims or the 

subrogation group.

MS. MITCHELL: That's correct.

THE COURT: Yeah.

MS. MITCHELL: Nor did he say that the debtor could 

not, at some point, develop a confirmable AB-1054 compliant 

plan. We just don't think it's this plan.

THE COURT: Right. That's right. So if I could turn 

it around to you the way I'm interpreting the governor's 

letter, as modified by your legal statement on his behalf, is 

that if I approve the RSA because I'm satisfied for the 

bankruptcy issues that have been addressed -- and there are 

issues; there are releases and lockups and all these other 

things -- somebody still has a lot of work to do, a lot of 

heavy lifting at the OII, and then in the political arena, in 

the marketplace. And they have to come back and get a 

confirmable plan.

And the governor, at the moment, doesn't believe there 

is a confirmable plan. But that isn't the issue today. 

MS. MITCHELL: That is correct, Your Honor.

THE COURT: Okay. All right. Thank you, Ms. 

Mitchell. 

So Mr. Karotkin, what I propose is the following. 

I -- and I'm sure you have gone through all the oppositions. 

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And I have two, and I want to hear from you and from the 

opponents. But I have a short list of just my own questions. 

And so I thought if I gave you my questions, then it 

would be appropriate to perhaps take the break. And then we 

could resume after Judge Donato's hearing. And I would go down 

the list of any -- for any of the counsel -- and there are 

several -- who want to be heard on specific objections.

Is that -- does that work for you, or would you like 

to do it some other way? I want you to tell me what you want 

to do.

MR. KAROTKIN: I know that, Your Honor, I would like 

to at least make an opening argument. I'm -- and I'm happy to 

address -- and hear what your questions are and address your 

questions as well. I know that --

THE COURT: Well, some of them are very detailed. I 

mean, just -- look, I went through the thing, and I just had to 

circle, like, what does this mean, and what does that mean. I 

mean, there probably -- you might -- half of them, you might 

say, well, didn't you read the thing, dummy? And I read -- a 

lot of reading.

MR. KAROTKIN: Yeah.

THE COURT: Okay.

MR. KAROTKIN: I don't think -- I don't think I would 

say that.

THE COURT: Go ahead and make your opening statement 

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then.

MR. KAROTKIN: Do you want me to -- do you want do 

that before you break?

THE COURT: No, you make -- well --

MR. KAROTKIN: It's up to you.

THE COURT: Why don't you -- why don't you tell the 

world, tell me, the audience, the media, the public, what --

where are now based upon the response by the debtor and the TCC 

to the governor's -- I won't say veto -- the governor's 

disapproval, but now, as we've heard from his counsel, not 

quite a -- not quite a veto? Not --

MR. KAROTKIN: Yes.

THE COURT: -- that he had the -- he doesn't have the 

veto to veto what I have to do, but he has the veto to tell the 

rest of us and citizens of California what AB-1054 needs to --

how it needs to be dealt with more specifically.

MR. ORSINI: Right. And I think, Your Honor, you've 

put your finger on it, and I think Ms. Mitchell confirmed that 

the governor is not saying that the debtor's plan cannot move 

forward. In fact, saying quite the opposite. And as I will 

mention, there are ongoing constructive, as we've reported, 

conversations with the representatives of the governor's office 

to address the concerns he raised. And I think as you just 

commented, and as Ms. Mitchell confirmed, those issues can be 

addressed later. And if you were to rule to approve the RSA, 

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it certainly does not foreclose those issues. And we intend to 

file a plan that is AB 1054 compliant at the end of the day, 

and the CPUC --

THE COURT: You don't mean literally the end of the 

day.

MR. ORSINI: Not at the end of the day, and the CPUC, 

but we are convinced, Your Honor, and I think it's clear -- I 

think it's clear, Your Honor, that by reason of the fact that 

the tort claimants' committee and the professionals who signed 

the RSA agreed to the amendment yesterday, agreed to the 

amendment to eliminate the provision that gave an automatic 

termination right based on the governor's report. I think 

they've made it very clear, Your Honor, that they have 

confidence in the debtor's plan. They want to move forward 

with the debtor's plan, and they believe that the debtor's plan 

will be AB 1054 compliant, will address the governor's 

concerns, will address the CPUC's concerns, and they, Your 

Honor, together with the other parties to the RSA, as well as 

Mr. Feldman's clients -- and I would urge you to approve the 

subrogation RSA as well -- they've all made the determination 

with the debtor. And again, those are all of the impaired 

classes in these cases. They have all made the determination 

that they want to move forward with this.

THE COURT: Well, remember, you and I both know, but 

some people may not know, impaired classes -- excuse me, 

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unimpaired classes don't get to vote --

MR. ORSINI: Right.

THE COURT: -- but they still can object. 

MR. ORSINI: They still can object --

THE COURT: Okay. Okay. 

MR. ORSINI: -- on the basis of the inability of the 

plan to satisfy the requirements of Section 1129 of the 

Bankruptcy Code.

THE COURT: Right. That's correct. 

MR. ORSINI: But again, Your Honor, I think it's clear 

by where we are today that the impaired classes --

THE COURT: We're losing you -- you're a little far 

away from the mic. 

MR. ORSINI: I'm sorry. That the impaired classes 

support moving forward together with the debtor's plan. And 

again, are confident that that plan is confirmable, will be 

confirmable, will be 1054 compliant, and will be able to 

address any of the concerns that the CPUC has raised.

And I'd like to point out, Your Honor, that the RSA is 

the product of extensive arms' length negotiations among the 

parties under the auspices of the mediator that you, Your 

Honor, appointed, retired bankruptcy Judge Newsome, and fully 

achieves the goals Your Honor sought in appointing the 

mediator, a global comprehensive resolution of these Chapter 11 

cases with the debtors reaching a settlement to be implemented 

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pursuant to the plan with the last remaining fire claimant 

constituency. 

And with this resolution, as I mentioned, now all 

impaired classes have coalesced around the debtor's plan paving 

the way for a successful expeditious successful administration 

of these cases well within the AB 1054 deadline, and also a 

result that, again, the TCC and the fire claimants and their 

attorneys believe is the best way to expedite distributions to 

their claimants and to other creditors in these cases.

I'd also like to point out, Your Honor, that with the 

assistance of bankruptcy judge -- retired bankruptcy Judge 

Newsome, the parties, with his help resolved the issue with 

respect to the release and the subrogation claimants' RSA. 

That was the dispute between the tort committee and the 

subrogation claimants with respect to how that release would be 

worded. That has been fully resolved and is incorporated in 

the plan so there are no issues between the tort claimants and 

the subrogation claimants with respect to that RSA at all. 

THE COURT: The release question is still waiting for 

my ruling on the subrogation --

MR. ORSINI: It is, but there was a --

THE COURT: -- and it's related. I know they're 

different but --

MR. ORSINI: There was a particular provision that was 

objected to by the tort claimants' committee.

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THE COURT: Right. 

MR. ORSINI: I think you mentioned that people are 

free to sign releases. That issue as to the terms of that --

THE COURT: But I think you'll see that on my short 

list of questions --

MR. ORSINI: Okay. 

THE COURT: -- is one of the ones that I think relates 

to that, yeah.

MR. ORSINI: And again, all I'm telling you, Your 

Honor, is the parties, with the help of Judge Newsome have 

resolved that --

THE COURT: Don't -- you don't have to give him more 

credit. You said three times about -- good things about him. 

That's all he gets; three. 

MR. ORSINI: I've got several more pages to praise 

him. 

THE COURT: Just make sure he has an "e" at the end of 

his name. 

MR. ORSINI: Yes. There's no confusion here. 

And again, with respect to impairment, as we made very 

clear to Your Honor last week during the discussion and 

argument on post-petition interests, in the event you were to 

determine that the unsecured creditors were entitled to postpetition interest at a rate other than the federal judgment 

rate, or that they're entitled to the make whole that will be 

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argued before the Court next month, the plan will be amended to 

address your rulings, and will be revised to make it absolutely 

and abundantly clear that those claimants will be rendered 

unimpaired under all circumstances.

THE COURT: Just an aside, I'm working on a draft 

written disposition on the post-petition interest. Needless to 

say, I've been a little bit busy. I'm also prepared at some 

point, maybe today, to issue an oral ruling on the subrogation 

group RSA --

MR. ORSINI: Okay. 

THE COURT: -- that I want -- I really needed to make 

sure I understand what we're doing here, and there are, 

obviously, a number of questions still about today's motion, 

not only my questions but, obviously, the objector's question. 

So go ahead and you want to continue with your statement?

MR. ORSINI: Yes, if you don't mind.

THE COURT: Sure. 

MR. ORSINI: And of course you're aware as you 

mentioned, the governor's letter that was issued on Friday, and 

as I mentioned the parties to the RSA have amended it to do 

away with the automatic termination right. 

THE COURT: Well, if I read it correctly, because it 

was the world's shortest amendment. It just says we take out 

3I, but 3I just means that between the debtors and the TCC and 

the professionals, the governor's signoff isn't required. 

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MR. ORSINI: Not for purposes of today's hearing.

THE COURT: But the governor --

MR. ORSINI: Exactly.

THE COURT: That's right. And as Ms. Mitchell 

confirmed, and I state, 1054 is still up there and has to be 

complied with like all the other provisions of the Bankruptcy 

Code.

MR. ORSINI: No question, nor are anyone's rights 

being prejudiced with respect to those issues.

THE COURT: But the governor has expressed both in 

his -- excuse me -- in his letter and in his counsel statement 

concerns about the lockup. So I and you're going to --

MR. ORSINI: And I'm happy to address that as well.

THE COURT: Well, whenever you get to it on your list, 

because I -- that, to me, is one of the significant issues 

and -- that I have to deal with today and that's a today 

question.

MR. ORSINI: Yes, sir, I understand that. 

THE COURT: Okay. 

MR. ORSINI: And as I mentioned before, and I think 

Ms. Mitchell would confirm, we have been engaged in 

constructive dialogue with the governor's representatives to 

address the issues he's raising. Those discussions will 

continue. In fact, there was a meeting with the governor's 

office this past Saturday in Sacramento with the debtors in 

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order to address those concerns that he's raised.

And as I mentioned, and I don't mean to repeat this, 

but I think it's important that the parties through the RSA, 

obviously, believe -- otherwise they would not have agreed to 

the amendment -- that the debtors and the plan proponents are 

capable of meeting the government's demands, and that this case 

can move forward.

I will note that the tort claimants RSA, Your Honor, 

fully resolves this Chapter 11 plan treatment of the remaining 

fire constituency claims, the debtors already having resolved 

the claims of the public entities and the subrogation 

claimants. 

The RSA achieves a comprehensive resolution and 

eliminates any reason, Your Honor, to continue the competing 

plan process.

As I mentioned before, impaired classes have agreed to 

support our plan. One plan, the debtor's plan. There is no 

longer support for the ad hoc committee's plan.

THE COURT: What do I do about it?

MR. ORSINI: I'll get to that as well. 

And the RSA eliminates the substantial cost associated 

with the estimation proceedings both before Judge Donato in the 

Tubbs trial in Superior Court. And with all other classes of 

claims being unimpaired, moving forward and approving the RSA 

presents a clear path to an expedited successful confirmation 

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of these cases well within the June 30, 2020 deadline.

Your Honor, I'd like to point out, we have 

accomplished -- and again, I don't -- I'll have to give some 

praise to the mediator again -- with the help of the mediator 

exactly what you asked us to accomplish; exactly. You 

appointed the mediator to achieve a global resolution; that's 

what has been achieved.

Now, I know the creditors' committee and the 

bondholders will get up and say well, we're not happy with the 

plan, you haven't addressed our issues. Well, Your Honor, 

they're unimpaired. They will be paid in full. There are no 

issues to address. They have nothing to complain about. 

And for the senior -- the ad hoc senior noteholders' 

committee to assert in its objection filed yesterday that its 

joint plan is superior, to use their words, to the debtor's 

plan simply ignores the facts, and let's talk about the facts.

Their purported joint plan no longer has the support 

of the tort claimants' committee, and I might remind you, Your 

Honor, that support was fundamental in your decision to 

terminate exclusivity.

THE COURT: It was. 

MR. ORSINI: That was the reason you terminated, and 

that support no --

THE COURT: It's what turned it around. You'll recall 

that I extended it first.

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MR. ORSINI: I did, and I read your opinion again this 

morning. That support no longer exists. That plan never had 

the support of the subrogation claimants or the public 

entities; never. And as indicated by Ms. Mitchell and in the 

governor's pleading filed yesterday, that plan does not satisfy 

the requirements of AB 1054.

THE COURT: Well, but there were no specifics. It was 

just a throwaway like there's another one out there. But --

MR. ORSINI: Well, I wouldn't call -- if you ask Ms. 

Mitchell --

THE COURT: Throwaway is the wrong word.

MR. ORSINI: -- I wouldn't call it a throwaway.

THE COURT: There was no elaboration, and I'm sure 

that Ms. Mitchell and Mr. Stamer have had a dialogue on that 

subject. It wasn't something that needed to be explicated 

today, that's all.

MR. ORSINI: I'm not sure of the extent of those 

discussions.

THE COURT: Okay. 

MR. ORSINI: Not surprisingly, Your Honor, the only 

parties that support the ad hoc plan are the bondholders which 

have no fiduciary duties to anybody, and the reason's quite 

obvious because they stand to receive in that plan an economic 

windfall at the expense of rate payers to the tune of three or 

four billion dollars as I think they even acknowledge in their 

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papers.

Your Honor, the tort claimants' committee with 

fiduciary duties to all tort claimants and the subrogation 

claimants represented by Mr. Feldman have made, as I said, a 

determination that the debtor's plan that encompasses a global 

resolution is the best way to proceed to get to a successful 

conclusion of these cases and distributions to their respective 

constituencies. 

The only remaining issues, Your Honor, are your 

rulings with respect to post-petition interest and make whole, 

which again we'll address. And as I mentioned, of course, 

we'll address any of the concerns of the governor and the CPUC 

going forward.

Now, with respect to the objections, if you'd like me 

to get to the objections --

THE COURT: Yeah, I'd like --

MR. ORSINI: -- I can do that now or later.

THE COURT: Why don't -- why don't we go to my 

questions, and then I want to hear from Mr. Julian or Ms. 

Dumas. So listen, let's go to my questions. Their discrete as 

I say. I won't be offended if you tell me that the answer was 

obvious. 

So I'm looking at the actual -- the actual RSA, not 

the term sheet. And I'm looking at page -- starting with page 

3. There is a reference to, and a definitional term, for the 

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estimation approval order. Well, I think I know what that 

order's supposed to do, but I want to know what -- when does 

that happen and what relief will that order, when granted, 

provide?

MR. ORSINI: That will happen -- I believe there's a 

time --

THE COURT: There's some deadlines later.

MR. ORSINI: There's a deadline. I believe it's in 

March --

THE COURT: Okay. 

MR. ORSINI: -- or prior to the disclosure statement 

hearing. 

THE COURT: But what was that -- what would that order 

say?

MR. ORSINI: That order will estimate the amount of 

the tort liability for purposes of the plan.

THE COURT: But isn't that the same -- the very same 

numbers that are already in the stock?

MR. ORSINI: It will be the very same numbers. 

THE COURT: So --

MR. ORSINI: So that will be brough before the Court 

for a final determination.

THE COURT: But my question, then, is what is there to 

think about? I mean, what would an objection be that the 

estimation is the right number, the wrong number? In other 

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words, I -- what I'm trying to do is figure out whether it's an 

action item or kind of a formality.

MR. ORSINI: I think that, frankly, it would be more 

of a formality.

THE COURT: Yeah. I mean, there may be an objection 

to it, but the point is --

MR. ORSINI: There could be an objection that, I 

suppose someone -- some party could say we don't believe 

it's --

THE COURT: But the way I --

MR. ORSINI: -- reasonable.

THE COURT: -- the way I read the RSA, if I approve 

the RSA today and particularly if at the same time or 

concurrently I approve the subrogation RSA, that just fixes in 

stone the thirteen and a half billion and the eleven billion.

MR. ORSINI: Subject to plan confirmation.

THE COURT: Yes, of course, subject to plan -- and 

subject to anything else going on.

MR. ORSINI: And voting on the plan.

THE COURT: And some other things happening; 

insolvency or things, but at least on the face of it --

MR. ORSINI: And I think we would need a determination 

by the Court that that's a reasonable number at that point. 

THE COURT: Okay. But -- all right. 

So then -- so going down on the same page, what is the 

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current status of the exit financing? Is that going to be back 

on track on a calendar item? If I approve the RSA now, will 

there be a hearing on the exit financing --

MR. ORSINI: Yes.

THE COURT: -- in January?

MR. ORSINI: I believe it's currently scheduled for 

the 14th.

THE COURT: The 14th. That's right.

MR. ORSINI: Yes. 

THE COURT: Okay. Simple question.

So now -- okay. So on the next page, there -- again, 

it was easy for me to go to the definitions. And so the subro 

RSA motion, my question really is more for Mr. Julian, I guess, 

and that is when does the TCC withdraw its objection to the 

subro motion, and I think I probably know the answer; it's 

consistent with this approval. 

Ms. Dumas, can you confirm that? That's just a --

again, a formality, right. If I approve today's motion, then 

your clients withdraw their objection to the subrogation 

motion? 

MS. DUMAS: Yes, sir. That is correct. If you'd like 

further amplification, Mr. Julian can provide it. 

THE COURT: No, no. I mean, look, there was spirited 

opposition to the subrogation RSA, and by others as well, but 

particularly by the TCC. But the RSA TCC motion resolves that 

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dispute between the TCC and the subrogation group.

MS. DUMAS: That is correct.

THE COURT: That's all I need for now. 

And the same -- the same -- now, Mr. Karotkin, I don't 

want you to tell me what I'm not supposed to know about, but 

I'm confused as to how the next paragraph and the 

implementation in 2(a) of the negotiations and discussions with 

the Tubbs plaintiffs works. So don't disclose what I'm not 

supposed to know, but how does that get implemented? I don't 

know what happens. 

MR. KAROTKIN: The Tubbs settlements will be 

negotiated. Settlements --

THE COURT: Well, it's supposed to have already been 

negotiated. 

MR. KAROTKIN: Right. I believe that -- and Mr. 

Orsini can address that. I believe that those have been 

negotiated and will -- I think they will be fully documented.

THE COURT: Okay. So let -- again, I don't want --

MR. KAROTKIN: They will be brought to this Court for 

approval.

THE COURT: I don't want specifics. 

MR. KAROTKIN: I'm not going to tell you numbers.

THE COURT: But if there's a Tubbs plaintiff, Mr. X, 

and Mr. X agrees to be paid a certain amount of money, does he 

get paid a certain amount of money or does that amount go into 

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the pool for what constitutes his claim in the trust?

MR. KAROTKIN: That would be a claim to be dealt with 

by the trust and to be paid pursuant to the trust 

administration proceedings. 

THE COURT: It just quantifies his claim.

MR. KAROTKIN: It just quantifies his amount.

THE COURT: So -- well, as you know, one of the 

objections by one -- the party or two of the parties today by 

individual claimants is that that's unfair to other victims. 

That it seems to me if I read it correctly, and you can confirm 

this, it simply quantifies that for purposes of knowing what 

that particular claimant's entitlement is one of the pool of 

the thousands of people who are beneficiaries of the trust.

MR. KAROTKIN: That's correct.

THE COURT: And if all goes well and RSA -- excuse me, 

AB 1054 is honored, then Mr. X will get his money and so will 

Ms. Y and Ms. E who aren't in the Tubbs fire but whose amounts 

are estimated or calculated --

MR. KAROTKIN: Correct.

THE COURT: -- right?

MR. KAROTKIN: Yes.

THE COURT: Okay. And what happens if the, God 

forbid, the trust comes up short? Is it prorated among all the 

beneficiaries including that individual?

MR. KAROTKIN: I believe, and again, the trust 

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procedures haven't been documented yet, and, of course, they 

will be part of further proceedings before the Court for Your 

Honor to consider. I believe there would be mechanisms, and I 

think Mr. Julian referred to it last week, there will be 

mechanisms in the trust distribution procedures to assure that 

there are sufficient funds to address all the claims.

THE COURT: Okay. So now go back to the individuals 

that are -- until they reach an immediate settlement in Tubbs

will be going to trial next month. What will be the relief 

sought by this Court? In other words, what -- the motion --

this goes over to the next page, page 5 in subparagraph (h), it 

says that there'll be matters brought before the Court for 

approval, but what would the Court be approving; just a sealed 

number of dollar amounts attributable to the named plaintiffs?

MR. KAROTKIN: Yes, sir. 

THE COURT: The named -- not the named plaintiffs --

the named preference plaintiffs, who are the ones --

MR. KAROTKIN: Yes, sir.

THE COURT: -- the short number of people going to 

trial. And again, that's not going to be public, though, 

right?

MR. KAROTKIN: Correct.

THE COURT: That'll be sealed, correct?

MR. KAROTKIN: Yes, sir.

THE COURT: I'm right?

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MR. KAROTKIN: Yes, sir.

THE COURT: Okay. And Mr. Julian or Ms. Dumas, if Mr. 

Karotkin says something that you think is incorrect or 

incomplete, just interrupt because all I'm doing is trying to 

clarify --

MS. DUMAS: Yeah.

THE COURT: -- this document.

MS. DUMAS: Thank you, Your Honor. And having been 

involved in the granular -- at a granular level of those 

discussions regarding the Tubbs preference claims, I'd be happy 

to amplify --

THE COURT: No, you don't need to --

MS. DUMAS: -- if the Court requires further.

THE COURT: -- as long as -- I don't want to turn this 

into a long hearing about something that isn't really critical 

to today. So I don't --

MS. DUMAS: No, so far, so good. Mr. Karotkin is 

doing great. There --

THE COURT: Hey.

MR. KAROTKIN: That's the first time she's said that 

in a year, by the way.

THE COURT: Yeah, get her to say it. Get her to --

get her to sign your -- autograph your program here.

Okay, next page, Mr. Karotkin, page 7, the very bottom 

of the page, I take it the culprit of section 4.19(f)(ii) has 

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been fixed?

MR. KAROTKIN: That's what I referred to earlier. 

Yes, sir.

THE COURT: Okay. 

Ms. Winthrop, did you --

MS. WINTHROP: Yes, Your Honor, if I may be heard on 

that issue.

THE COURT: Yeah. I mean, I'm trying to -- I'm trying 

to just do my preliminary, but if you want -- if there's 

something you can just add -- I mean, I know you said you 

agreed to -- for your client, some of the resolution. But go 

ahead.

MS. WINTHROP: Your Honor, Rebecca Winthrop on behalf 

of the Adventist claimants. Yes, we've had very productive 

discussions with counsel for the ad hoc subrogation committee. 

However, we thought we had reached an agreement on the form of 

the stipulation this past Friday, but the debtor made changes. 

And now, we've received a whole new round of changes.

THE COURT: Okay.

MS. WINTHROP: So an agreement has not yet been 

released. But the idea is to exempt Adventist from that 

section.

THE COURT: Okay, but on this particular point, this 

is an agreement that need to be resolved by the TCC and their 

professionals. I mean, it's a more specific reference to a 

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section. Doesn't --

MS. WINTHROP: It's my understanding we're talking 

about the release section, Your Honor. Are we not? Did I miss 

my reference?

THE COURT: No, I think you did, but I think the 

numbers changed. I mean, I -- listen, you -- let's -- let me 

run through my short list. And if there's an issue here, we'll 

come back to it later.

MS. WINTHROP: Thank you, Your Honor.

THE COURT: Okay? 

All right, so Mr. Karotkin -- okay, I think those are 

my immediate questions. 

So I'm not in a position to give you a ruling without 

hearing from everyone. What's going to happen when you send 

Mr. Orsini upstairs? What are you going to tell the judge 

upstairs, Judge Donato?

Mr. Orsini, what are you going to tell Judge Donato, 

that Montali's working on it?

MR. ORSINI: I'm certainly not going to presume to 

tell him how you're going to rule. I think what we expect --

THE COURT: No, I said working on it. I didn't say --

MR. ORSINI: -- I think what we expect to tell Judge 

Donato is that the issues are still before this Court, that --

you'll tell me if you disagree with this statement. But I 

think that Judge Montali understands the urgency of addressing 

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the RSA motion and that I certainly believe it's the debtors' 

position and, I believe, the TCC and the subrogation claimants 

agree that, for the time being, as Your Honor works on the 

motion, we ought to leave the estimation proceedings paused. 

And once we get an order from this Court on approval of the 

RSA, if that's how the Court resolves the current motion, the 

estimation proceedings will forever be on pause. 

And if, for some reason, this Court were to decide not 

to approve the RSA, then we can come back to Judge Donato to 

discuss what that means in terms of the schedule --

THE COURT: Well --

MS. WINTHROP: -- going forward.

THE COURT: -- I didn't know that we would take as 

long as we did, even this morning. And if we hadn't taken the 

time for Ghost Ship, particularly, maybe we'd be done. I don't 

know. But I'm not going to rush it. This is something that's 

changing by the hour. And I have about ten objections, some of 

which perhaps are not really objections. They're reserves. 

But there are a couple of substantive objections, particularly 

from the OCC and the ad hoc bond committee. And I want to hear 

them.

So it may well be that, at 1 o'clock, you'll have to 

say that you'll back down here around 2 o'clock. 

MR. ORSINI: We're still working.

THE COURT: And -- but I read it correctly if I -- and 

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you confirm this -- if I say yes, I will approve the RSA, then 

leaving aside when I actually sign an order, presumably that 

means the estimation is off and the Tubbs trial estimation is 

off.

MR. ORSINI: That's correct, Your Honor.

THE COURT: Correct? Okay.

MR. ORSINI: Correct.

MR. FELDMAN: Your Honor, just very --

THE COURT: Yes.

MR. FELDMAN: -- briefly --

THE COURT: Yes, Mr. --

MR. FELDMAN: -- obviously, there are two RSAs --

THE COURT: Name -- I know your name, but get it on 

the record.

MR. FELDMAN: Sure. For the record, Matthew Feldman 

on behalf of the ad hoc group of subrogation claimants. I 

don't want to -- I don't want to be overlooked in this, Your 

Honor. 

THE COURT: You won't be.

MR. FELDMAN: We are also a party to a subrogation. 

We are also a party to Tubbs. So the rulings need to be with 

respect to both --

THE COURT: Mr. Feldman --

MR. FELDMAN: -- motions.

THE COURT: -- you might recall, I asked if you wanted 

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me to withhold on ruling --

MR. FELDMAN: I did, and we did --

THE COURT: -- and you told me --

MR. FELDMAN: -- Your Honor, through Friday.

THE COURT: -- you told me to wait till Friday. 

MR. FELDMAN: Yes, yes.

THE COURT: Well, it's not Friday. It's Tuesday. And 

you --

MR. FELDMAN: That was last Friday, though, Your 

Honor.

THE COURT: I know. So has it been extended? Have 

your hundred insurance companies all agreed to give me a little 

more time?

MR. FELDMAN: We have extended through tomorrow, Your 

Honor. And if you need more time, we will. But I will argue 

this afternoon why you should not take that time.

THE COURT: As far as I'm concerned, the matter stands 

submitted, and it's waiting for me to announce a ruling. And 

the question has to do with whether I've heard anything today 

on the TCC RSA that would influence me. And I intend to issue 

orally on both of them later this afternoon unless something 

goes off the rails here.

MR. FELDMAN: Thank you, Your Honor.

THE COURT: Okay, all right. So let me do -- okay. 

So Mr. Orsini, let's stop on that. 

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So here's what I'm going to do. I'm going to run 

through a brief roll call, if you will, of the objections that 

were filed in the last few days. And I will not necessarily 

invite oral argument at this point because I want to stick with 

my commitment to give people a humanitarian break. I'm told by 

my staff that I shouldn't use the word "personal convenience". 

I believe Chairman Nadler used the term humanitarian break, so 

I'm going to channel Chairman Nadler and do it his way and have 

humanitarian breaks.

But I've looked at all the objections and considered 

them. And here's how I read them. I have one from Attorney 

Astelford (phonetic) for some of the file claimants, and his 

objection really seems to be more about the different treatment 

of the Tubbs victims compared to others. And I believe that 

that's been dealt with, for the most part, by Mr. Karotkin's 

explanation and answer to my questions. But if Counsel wishes 

to be heard, I'll take that up after the break.

Mr. Feist, representing other victims, had once again 

raised the question of equal treatment and treating the Tubbs 

plaintiffs differently. And I don't think that they really are 

treated differently, as he had said, but I will -- if he wants 

to be heard on that, I'll listen to it.

The next in order -- and by the way, I kind of sorted 

the objectors out in terms of function, for my own thinking. 

So then, I come to the Adventist, Feather Canyon (sic) 

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claimants. And there are a number of things that their 

counsel, Ms. Winthrop, has raised. And I think, for the most 

part, her objections go to time to review the plan, and I 

agree. None of us have had time to review the plan and to get 

more involved in understanding about the fire victim trust and 

the resolution procedures. Those are all good questions. I 

don't think they are action items for today. 

She wants the TCC to be involved more in terms of 

creating the terms and the ground rules on the trust and the 

TCC to have an oversight function. Again, I don't read her 

objections to being very specific to today's motion. 

And then, finally, I thought she had a good 

suggestion, but perhaps more for counsel to discuss offline, 

not in my presence, as to whether there should be some sort of 

a temporary allowance procedure for voting purposes. But I 

don't think that's relevant to today's motion.

For the Cal agencies, again, there's a reservation of 

position and no specific opposition to the TSA, although Mr. 

Pascuzzi, I believe, stated that if the parties waive the 

governor's termination right -- they want to reserve their 

rights -- well, he's -- the parties have waived it, and the 

state agencies can reserve their rights. Same, largely, with 

the United States, FEMA -- Mr. Troy for FEMA and the other 

federal agencies, that it didn't seem to me there was any 

substantive objections to the RSA, but more a reservation of 

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rights and familiarity with the procedures on estimation. And 

I second-guessed that. I can't expect, in this time frame that 

we're dealing with, anybody's had a chance to even absorb those 

things, let alone spell them out. 

The United States Trustee objected about the timing of 

the motion. I will overrule that objection. And we're 

considering this motion today on a short notice. But the 

United States Trustee did have a substantive objection about 

not to circumvent the plan process. And I believe that that's 

not a -- I don't believe the plan process is in jeopardy. 

And the United States Trustee has also raised 

questions about the application of the releases. I will 

address the releases when I hear from counsel and when I deal 

with the question of releases a little later this afternoon.

The California Public Utilities Commission has once 

again not opposed the merits of the RSA but -- so much -- and 

as I read in CPUC's papers, a deference to the debtors' 

business judgment, but reserving the right to raise the kind of 

issues that are both confirmation issues or, more importantly 

for the CPUC, the OII proceeding pending before that agency, 

and also anything that might implicate classification.

Getting more substantively, the official creditors 

committee focuses, I think, largely on the lockup issue and the 

question of whether it's appropriate to approve an agreement 

that locks up the professionals and the OC -- excuse me -- the 

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TCC to commit it to this plan. And I'll hear about that, any 

further argument on that.

The official creditors committee also has identified 

the -- and raised the question of the assignment of the causes 

of action against third parties, questioning whether that's 

appropriate since those -- their very same third parties are 

necessary for the company to comply with its future obligations 

under California law. And I think that's part and parcel of 

the governor's mission and the message from AB 1054.

The official creditors committee also raises the 

question that I think is a nonissue, but I'll hear from them. 

And that is an insolvency out. Well, I don't know that I could 

find a particular insolvency out in the TCC RSA, but there is 

an insolvency out in the subro RSA. And there is an insolvency 

out in the applicable law. So I think that if -- and then 

maybe there's some specific saving language in the TCC RSA. 

But I believe if the situation were -- presented itself that we 

had an insolvent situation, that as a matter of course, that I 

don't think the RSA could survive. 

And the OCC raises the question about should the 

estimation proceedings begin? And the answer is, obviously, 

back to the question. One of the debates that I have to 

struggle with is what happens if I approve the TCC RSA, and 

then it goes off the track and no longer is on track to 

confirm? Well, that's a question that we all have to deal 

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with. But I don't think the fact that the TCC RSA may stumble 

down the road is reason enough to deny approval of it today, 

unless it's a foregoing conclusion that it can't possibly 

survive. That's another question.

The ad hoc noteholders committee raised some of the 

same questions about wanting to keep the estimation in place 

and also takes issue with the lockup, and that will be 

something we attend to after the break. 

I would add further that the ad hoc noteholders also 

seem to revisit the whole question of post-petition interest 

and the make whole provisions. And I don't think those are 

relevant to today. 

Excuse me. I misspoke. Those are objections that are 

raised more by BOKF, not so much by the ad hoc committee.

So the securities plaintiffs have reserved their 

position. The City of San Jose has stated its views on what 

ought to be, depending on how the Court should be focusing on 

safety and health issues and operational issues, but I didn't 

read from the City of San Jose a specific challenge to the 

particulars of the TCC RSA. 

And Mr. Abrams, who filed a late opposition, once 

again takes issue with including the governmental agencies into 

the pool, the -- what we'll call the thirteen-and-a-halfbillion-dollar pool. And he also seems to want to let the 

Tubbs fire victims have their day in court. I'm not prepared 

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to be persuaded by that argument, particularly in view of the 

role played by the TCC and the professionals, to the extent 

that they are a functioning group that is separate from the 

TCC. And I then would not be inclined to be persuaded to 

carry -- change my -- excuse me -- to adhere to Mr. Abrams' 

suggestion.

And the final list of objections that I reviewed are 

the governor's comments, which I've already addressed.

So unless, Mr. Karotkin, you want to add anything 

further at this point -- well, actually, having said that, Mr. 

Julian or Ms. Dumas, is there something you want to say now, 

before we break, about what should happen and why I should 

approve the TCC RSA and, in effect, not keep the TCC locked 

into the plan that, until nine days ago, they were supporting, 

the alternative plan?

And this is brief -- just brief because -- I won't cut 

anybody off. I just want to stick with our time schedule here.

MS. DUMAS: Absolutely. Thank you, Your Honor. 

Cecily Dumas of Baker and Hostetler on behalf of the official 

committee of tort claimants. Two quick points. One is a point 

of clarification. I think Mr. Karotkin clarified it, but I'm 

not sure whether the objecting parties on Tubbs understood that 

the RSA contemplates only the settlement of those sixteen 

preference actions.

THE COURT: That's what I understood.

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MS. DUMAS: And it appeared from one of the objections 

that the party who represents Camp victims may have believed it 

extended beyond that. I just wanted to make that --

THE COURT: But do you -- did I get it right that 

those sixteen people, they will agree to amounts that are 

sealed, but they don't get a check? They don't get paid. 

Those amounts are included as part of their entitlement. And 

actually, that liquid -- excuse me -- liquidates their claim 

that participates in the trust.

MS. DUMAS: That's absolutely correct, Your Honor. 

There is no immediate payment. The idea behind this portion of 

the RSA -- and it's a critical portion -- is that these people 

are, in order to qualify for preference on the trial calendar, 

are elderly. And it was felt that it's in -- both the debtor 

and the TCC and the claimants' counsel agreed that it would be 

best to allow them to have their claims liquidated through 

settlement at this point in time. 

And the other aspect of that, besides their personal 

circumstances, was the fact that, as of January 7th, a Tubbs 

liability and damages trial would start in --

THE COURT: Right.

MS. DUMAS: -- San Francisco Superior Court.

THE COURT: But it would stop -- it would stop under 

this, but Mr. X and Ms. Y --

MS. DUMAS: Yes.

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THE COURT: -- they would have in hand an order that 

says they have a claim of X dollars --

MS. DUMAS: That's absolutely correct.

THE COURT: -- negotiated but confidential, at this 

point --

MS. DUMAS: Yes.

THE COURT: -- number.

MS. DUMAS: And not to be set for the debtors, not to 

be set as precedential with respect to liability for any other 

Tubbs issues. And the concept is is that these individuals who 

went out ahead of everybody else have their settlements, but if 

the whole thing falls apart, which we deeply hope it does not, 

then Tubbs liability and damages would be rolled into the 

estimation proceedings, and resulting in San Francisco Superior 

Court proceedings ending once and for all with the 

settlement --

THE COURT: And if I --

MS. DUMAS: -- of these sixteen cases.

THE COURT: -- and if I read the document correctly, 

no matter what happens in the confirmation process, the 

superior court's role ends.

MS. DUMAS: Ends. That's --

THE COURT: And if those --

MS. DUMAS: -- that's right.

THE COURT: -- sixteen people or anyone else, if Tubbs 

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fire is litigated, it'll then be litigated here in the 

district -- or estimated in the district court.

MS. DUMAS: That is correct, Your Honor. I don't 

believe we've told Judge Donato about his added role, yet, but 

that's what's contemplated by the RSA.

THE COURT: Why don't you tell him that you're hopeful 

that the Court will confirm a plan and --

MS. DUMAS: We --

THE COURT: -- that it will be feasible?

MS. DUMAS: -- we sincerely hope that it won't be 

necessary for him to hear estimation proceedings. 

The other point I wanted to make before argument is 

simply to let the parties who have come to the courtroom -- and 

we greatly appreciate the high attendance, it's an important 

hearing for all Tort claimants today -- is that the settlement 

among the equity sponsors, the debtors, and the tort claimants 

and TCC was very difficult, took many weeks, hard-fought, a lot 

of compromise. It has, at this point, been supported by over 

seventy percent of the -- lawyers who represent over seventy 

percent of tort claimants. So it's not only the official tort 

committee, which has a fiduciary obligation to all tort 

claimants, but the lawyers who represent the vast majority in 

number of claimants are strongly in support of this. 

We see this as the most expedient path for the tort 

claims to be estimated in an allowed amount. And for the 

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debtor, we took the Court's concerns earlier in the case at 

heart, to have the timing of AB 1054 met. This is by no means 

a perfect solution. It was by no means the intention for those 

who objected to this portion of the tort claimants to take 

almost twenty percent of the stock in reorganized PG&E or 

payments over time, but we have done so in the interest of 

allowing this entire case to move forward. 

This was not an easy decision. It was not an easy 

negotiation. And we -- I simply wanted the Court to understand 

that many, many, many individuals have been agonizing over this 

compromise, and strongly urge the Court to consider everything 

that went into where we hopefully are today.

THE COURT: Okay. Thank you, Ms. Dumas.

All right. Mr. Orsini, your homework assignment is to 

go upstairs and show up in Judge Donato's court at 1 o'clock 

and do whatever you want to do. And tell him that, as soon as 

he lets you out, fifteen minutes later, you're on duty here. 

But when he first lets you out, please notify Ms. Barata 

(phonetic) and anyone else. 

So my intention here is to adjourn this hearing now 

and to resume it fifteen minutes or twenty minutes or so after 

Judge Donato's hearing on the nineteenth floor are concluded. 

And my intention, unless there's somebody who wishes to do it a 

different way, I will have -- and I'll give each of the 

objectors that I named, in order, an opportunity to be heard. 

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But I will ask the objectors, use your time 

efficiently and officiously, in the sense that I don't want you 

to reinvent the wheel. And if I've already indicated that 

there seems to be a resolution or simply noted that you are 

reserving your client's petition, you don't need to say that 

again. So I really want to hear substantive challenges from 

parties for their clients who think that I should disapprove 

the TCC RSA. That's the critical issue on the table today.

I'll see you at sometime after 1 o'clock, probably 

more like around 1:45. Thank you all.

(Recess from 12:28 p.m. until 1:36 p.m.)

THE CLERK: All rise.

THE COURT: Okay. Good afternoon again, everyone. 

Please be seated.

So Mr. Karotkin, by my calculation, I said I would go 

through the list of the opponents to the RSA. So unless you 

have any other desires, I'll do that.

But let's start with --

MR. KAROTKIN: That's fine. Of course, we will 

respond, sir.

THE COURT: Sure.

Mr. Astleford, are you here, or do you wish to be 

heard?

MR. ROYE: Your Honor, Ken Roye. 

THE COURT: All right, Mr. Roye. Uh-huh.

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MR. ROYE: Joseph's colleague. I'd like to address a 

few comments to you.

THE COURT: Yeah, briefly. Uh-huh.

MR. ROYE: We have practiced in Chico, California for

years. We've sued PG&E eight separated times in seven 

counties. We took them to trial in Tehama County in 1995 

successfully in the Campbell complex fire, which, at that time, 

was the fifth largest fire in California history. It was over 

139,000-acre fire. 

We've sued them in eight counties in California. And 

when we learned that the RSA included provisions that our fire 

clients had to accept stock in the company that ruined their 

lives, we thought that was both callous and unthought-out. It 

seems like the committee was in a rush to get anything done. 

It didn't consider what we're going to have to do when we tell 

those people. As you indicated earlier -- what if something 

catastrophic happens between now and the end of the bankruptcy? 

What if Napa gets burned to the ground or Cloverdale or some 

other -- Paradise before this ends? What do we think that 

stock's going to be worth then?

When we arrived here in town yesterday, the first 

thing we saw on the news was that after the governor made his 

statement, the stock plummeted fourteen percent. In the 

meantime, the RSA for the subros, they don't have to bear the 

stock. They have a small amount of stock compared to this. 

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And yet, those companies, when the underwriters told them to go 

ahead and sell these fire policies in areas where PG&E is 

providing electrical service to their insureds, they went ahead 

and took the risk. They also have gigantic portfolios of their 

own, and they're in a much better position to absorb the loss 

than the fire clients are.

The last thing is we're going to have to go tell them 

that the best we could do for them was to get stock in the 

company that ruined their lives. So we object to that.

THE COURT: What happens if the company successfully 

confirms its plan and the Court makes a finding that the plan 

is feasible and finds that the company does not need further 

reorganization? Don't you think maybe the stock will go up?

MR. ROYE: Well, I'm --

THE COURT: Isn't that likely?

MR. ROYE: I don't play the stock market, for that --

THE COURT: No, I don't, either.

MR. ROYE: -- reason, Your Honor.

THE COURT: But isn't that predictable, if that 

happens? 

MR. ROYE: I have no way of knowing that, Your Honor, 

and I don't think that will happen.

THE COURT: Okay. Well --

MR. ROYE: I know --

THE COURT: -- but what do you want me to do?

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MR. ROYE: Well --

THE COURT: If I disapprove it, this is the product of 

negotiated and mediated tradeoffs. And I understand your 

concerns about what the subrogation group is getting. But the 

TCC and the debtor struck a deal. If I disapprove it, what's 

next?

MR. ROYE: Well, we were not privy to that as we're 

not on the committee. I'm sure they did the best that they 

could. However, we have to look at this. Our community --

that fire burned right into the edge of our community. We have 

about 100,000 people at our -- we have a beautiful city.

THE COURT: You do. I agree.

MR. ROYE: Our neighbors in Paradise, 30,000 of them 

were displaced overnight. We had to absorb 15 or 20,000 of 

them, and the rest are scattered to the four winds. And now, 

we go and tell them, well, here's what we got you. We got you 

half of your payment. It's going to come from the company that 

ruined your life. Now, there's something wrong with that.

THE COURT: But Mr. Roye, just one more point. Do you 

think I should disapprove it and take what happens next? Which 

I don't know what happens next. I don't know that you know 

what happens next.

MR. ROYE: What I would ask you to do, Your Honor, if 

this is going to be renegotiated, to use your good offices to 

make sure this doesn't happen.

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THE COURT: Okay.

MR. ROYE: Okay? The last point we made was about 

Tubbs because all of our claims are in the Camp fire.

THE COURT: Did you hear that conversation I had this 

morning?

MR. ROYE: Yes, I did, Your Honor. And --

THE COURT: But that didn't satisfy you?

MR. ROYE: -- I think it -- well, it may not suffice. 

But our idea was that, based on our experience -- we've also 

litigated in three different states besides California against 

utilities, and we've represented thousands of people. And my 

thinking is -- and this has been our experience -- when you 

have two points of origin, when you have battling causation 

questions, the proof and the persuasion gets very difficult. 

So I just hope -- and what's going to transpire next, 

that those are key factors in the amount that is going to be 

allocated to the Tubbs stakeholders. 

THE COURT: Well --

MR. ROYE: It won't be fair to the remaining victims.

THE COURT: Well, there's no --

MR. ROYE: They get a free ride --

THE COURT: -- there's no issue today on how, if I 

approve this, the thirteen and a half billion are allocated 

among the fire claimants. That's for another day and another 

process. There just is not -- there's nothing here on the 

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table.

MR. ROYE: Oh, I know. 

THE COURT: Okay.

MR. ROYE: I understand that. I'm making the comments 

just in the hope that I can influence your thinking as this 

process plays out. 

THE COURT: Okay. Thank you, Mr. Roye.

MR. ROYE: Thank you, Your Honor.

THE COURT: Debtor want to respond or submit a matter?

MR. KAROTKIN: Would it be easier if we just responded 

at the end, Your Honor?

THE COURT: No, I'd rather -- because they -- if you 

don't mind, let's do it in step because this is -- as I said 

before, I consider the objections into sort of different 

categories. And so let's do it this way.

MR. KAROTKIN: Well, I think Your Honor responded 

appropriately. In any event, there will be a right to vote on 

this plan by the fire claimants. And if they're unhappy, they 

can express it through their vote. 

THE COURT: Okay. I'm going to withhold -- I'm not 

going to make a ruling one by one. I'm going to take them all 

down.

Let's go with Mr. Feist.

MR. DE GHETALDI: Your Honor, Your Honor --

THE COURT: Yes?

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MR. DE GHETALDI: Could I just clarify one thing about 

the --

THE COURT: For the record -- I know your name, but 

you need to state it.

MR. DE GHETALDI: Thank you, Your Honor. Dario de 

Ghetaldi on behalf of fire claimants. Mr. Roye, among others, 

has not quite understood the cash and stock components of the 

plan. 

There's nothing in the RSA, and we do not contemplate 

at all, forcing victims to take stock. They will have the 

opportunity to take all cash or a mixture.

THE COURT: And am I right if the market -- if the 

company emerges and the market goes up, that's good for the 

trust, right?

MR. DE GHETALDI: Yes, Your Honor. 

THE COURT: Okay.

MR. DE GHETALDI: And we've been told that it could go 

up as much as thirty percent. 

THE COURT: Well, if I make a determination that the 

company is likely to be reorganized and likely to need further 

relief, I probably won't be able to confirm the plan, will I?

MR. DE GHETALDI: Right.

THE COURT: Okay.

MR. DE GHETALDI: Thank you.

THE COURT: Thank you.

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All right. Mr. Feist, are you here for your client?

MR. FEIST: Yes, Your Honor.

THE COURT: All right. Again, I don't want to 

reinvent the wheel, but let me see what you want to say.

MR. FEIST: Joe Feist, appearing on behalf of Camp 

fire victims. As specified in our rule 2019 disclosure, in 

light of information provided me after the filing of the 

objection as well as argument here today, we'd like to withdraw 

our objection.

THE COURT: Thank you.

MR. FEIST: Thank you, Your Honor.

THE COURT: All right. Ms. Winthrop, I had you next. 

And as I said, you covered a lot of these items. So tell me 

what you want to revisit.

MS. WINTHROP: Thank you, Your Honor. I just wanted 

to correct a couple of misstatements -- or a couple of 

statements that have been made on the record. I also want to 

express my appreciation to Your Honor because you, frankly, 

filled in some of the gaps that we've had in terms of how this 

is all going to work.

First of all, there was a statement by the debtors of 

the fire claimants believe that this is the best way to proceed 

and that they have support of all of the fire victims. So 

Adventist Health has over a billion dollars' worth of claims. 

Feather Canyon (sic) has ninety-five million dollars. We are 

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two of the largest property damage claimants. While the debtor 

may have support in numerosity, there's no indication that the 

property damage claimants are in fully support of the plan as, 

apparently, the personal injury claimants.

So I just wanted to correct that for the record.

THE COURT: But remind me, did you object to the 

subrogation RSA? I can't --

MS. WINTHROP: Yes, we did, Your Honor.

THE COURT: -- I can't keep track of them all.

MS. WINTHROP: Yes, we did.

THE COURT: Okay. But largely on the reliefs issue, 

as I recall.

MS. WINTHROP: Yes, we did.

THE COURT: Yeah, okay.

MS. WINTHROP: Yes, we did. And we have been 

successful in resolving that piece of the pie, Your Honor.

THE COURT: Right, right. 

But what about your other suggestions that -- isn't 

that for another day, the victims to get the TCC more involved 

in the creation of the trust and the implementation?

MS. WINTHROP: Well, we would like to -- so first, we 

have two concerns in that regard where we'd like the Court to 

consider now. So first of all, the RSA requires all parties to 

support and not seek to change the amended plan that's being 

proposed. The amended plan puts the selection of the trustee, 

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the documentation, and creation of the procedures, and the 

trust amendment all in the hands of the thirteen personal 

injury claimant lawyers. 

What we understand of the thirteen personal injury 

claimant lawyers who signed off on the RSA and the TCC -- while 

we are very glad to see that the TCC is still involved in the 

process, we think that it's very important to have a property 

damage claimant, preferably one as large as the parties that I 

represent, to be involved in the process, and if the parties 

cannot seek to agree, then that process be submitted to 

mediation just as much as this RSA apparently has done.

So it isn't just enough to make the TCC part of the 

process. We think property damage claimants should be a part 

of the process, as well.

THE COURT: But how do I make that part of the ruling 

today? And how do I have that flexibility?

MS. WINTHROP: Well, first of all, the parties should 

have the flexibility to make changes to the plan. For example, 

we did note that the plan have got some items in bracket. That 

should be subject to further negotiation among the parties. 

And the Court could order that to mediation, just like they 

ordered the parties into mediation at this point.

THE COURT: Well, I mean, there's no limit. That's 

there already. If the party -- if the mediator believes it's 

important to do it, I don't think that it takes another order 

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to do that. I mean --

MS. WINTHROP: Okay.

THE COURT: -- but my point is I have to make an up or 

down decision, I guess, today or a qualified -- say I'll 

approve it if. And it seems to me it gets awful difficult to 

start cutting and dicing every single provision in a very 

complicated agreement.

MS. WINTHROP: And I appreciate that, Your Honor. But 

these pieces of the pie, if you will, are so important that 

they go to the very heart of the agreement being approved today 

because it pervades not only the voting procedures, how the 

entire trust is going to run.

THE COURT: But there are two trusts, aren't there? 

And one trust deals with the subrogation claim --

MS. WINTHROP: Yes, Your Honor. My --

THE COURT: -- and the property damage claim.

MS. WINTHROP: I'm sorry?

THE COURT: Well, where does the property damage -- in 

your mind, in your view -- the property damage claim not 

covered by insurance is in the --

MS. WINTHROP: Is in the TC- --

THE COURT: -- in what we'll call the big trust --

MS. WINTHROP: Yes.

THE COURT: -- the thirteen-and-a-half-billion-dollar 

trust?

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MS. WINTHROP: Correct.

THE COURT: Okay. You're correct. 

Go ahead.

MS. WINTHROP: And even that, we at one point had 

started to read the settlement agreement as requiring -- or the 

RSA as requiring multiple trusts within the trust, even knowing 

that there's just going to be two trusts, the insurer's 

subrogation trust and the big trust. Even that is helpful to 

understand, but that the parties should have further 

involvement of all constituencies in the documentation and 

procedures that are going to govern the big trust.

THE COURT: Okay. How about -- and do you want to say 

anything more about your suggestion of temporary allowance? I 

mean, the law permits it if somebody asks for temporary 

allowance.

MS. WINTHROP: Yes, Your Honor. And I appreciate that 

your comment -- Your Honor's comments earlier this morning 

when -- because as it stands right now -- and again, this feeds 

into the concern that we have, that this is -- that we are 

going to be, in essence, be disenfranchised -- is that the way 

the plan is set up now is that the plan itself acts as an 

objection to our claim, thereby shifting the burden of proof to 

us -- or to claimants, to all fire victim claimants. 

That is not the pace -- and that the parties are 

willing to work together to come up with some sort of procedure 

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so that I don't -- now do not have 400 or so property damage 

claimants coming in and saying hey, temporary allow my claims 

for voting purposes. I think that's an important aspect to be 

addressed.

THE COURT: But we're back to one of the issues that's 

still alive for your client, and that is are you even subject 

to the estimation to begin with. Because you believe that some 

of your claims are liquidated, right? Some are not; that's for 

another day. As I recall, refresh my memory, but your side and 

the debtor and the two big governmental agencies have all put 

the estimation liquidation question on hold, pending this 

resolution. So if I approve these, then we have to go back and 

revisit that question.

MS. WINTHROP: Yes, Your Honor.

THE COURT: So to the extent you contend either that 

the debtors concede, or you contend successfully and persuade 

me, that your claims are liquidated, then you get a presumption 

of allowance, unless somebody seeks to disallow, for voting 

purposes.

MS. WINTHROP: But only a portion of our claims are 

liquidated.

THE COURT: Understood.

MS. WINTHROP: Yes.

THE COURT: But do you think the Court can temporarily 

allow an unliquidated claim? I haven't thought about it. I 

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can look, see what the Rule says. We temporarily allowed 

disputed claims. And if there's an objection to your 

unliquidated claim, I guess there is a provision for 

temporarily allowing it. It may be a non-issue if the votes 

come in correctly, right? It doesn't matter if you're --

MS. WINTHROP: Well, then, that raises even more 

concerns about the provision in the debtors' plan that 

determines that all claims -- now all fire claimants are all 

disputed claims. Interesting, disputed, unliquidated claim.

THE COURT: I don't know how a paragraph in a plan 

that hasn't been approved even for disclosure purposes, let 

alone for the res judicata consequences of a confirmed plan, 

can suddenly supplant a provision in a rule that says there's a 

presumption of allowance. Now, I've got enough to deal with 

today than to worry about that one, but let's see what the 

debtors' counsel says about that one, and see if we have a nonissue or an issue. 

Let me just take one look at what -- I ought to be 

able to answer quickly on temporary allowance claims. I 

thought I knew these rules.

Mr. Karotkin, what's the rule on temporary allowance? 

Can we do a temporary allowance to an unliquidated claim?

MR. KAROTKIN: I think the Court has the authority to 

temporary allow a claim for voting purposes, whether it's 

liquidated or unliquidated or disputed.

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THE COURT: Yeah, it's in 3018(a).

MR. KAROTKIN: I was just going to say that.

THE COURT: Yeah. Which sentence, do you remember?

Well, I haven't thought, and I don't want to take the 

time to think about it.

Well, is it your view that your plan, as filed on the 

12th, is the equivalent of an objection to claim? That's a 

stretch, I think.

MR. KAROTKIN: I think that's a stretch, and I think 

you put your finger on it when you said, well, the plan isn't 

effective until it's effective, so --

THE COURT: Right.

MR. KAROTKIN: -- it's sort of putting the cart before 

the horse.

Look, we intend to file a voting procedures motion 

where all of this can be addressed, as is typical in a Chapter 

11 case like this. And to the extent that Counsel has issues, 

we can address those issues. 

I'd just like to make clear another point that -- and 

I think Counsel will confirm this -- that we have settled the 

Adventist objection to the subro RSA --

THE COURT: Right.

MR. KAROTKIN: -- with respect to the release.

MS. WINTHROP: Yes.

MR. KAROTKIN: Okay.

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MS. WINTHROP: I have already stated that point.

MR. KAROTKIN: Okay.

THE COURT: Yeah, no. I think we've got that.

MR. KAROTKIN: And I really think, to the extent that 

Counsel has objections, or may have objections to the claims 

resolution procedures or other items that are going to be 

drafted and presented to the Court, either in the plan 

supplement or the disclosure statement, she will have ample 

opportunity to do that.

THE COURT: But I think Ms. Winthrop's the only 

counsel representing objectors who have raised this question 

about the procedures for formulating the trust rules and these 

other things. How do I let them have a seat at the table? Do 

I send it back to Judge Newsome, or is that something that can 

be done in -- you know, should I not worry about it for now?

MR. KAROTKIN: I don't think there's any reason to 

worry about it now. Typically, that would be negotiated among 

the committees and the debtor. And again, that, as I recall 

the RSA, that is going to be a document filed relatively 

shortly.

THE COURT: Well, Ms. --

MR. KAROTKIN: Ms. Dumas is going to --

THE COURT: -- Dumas, can you help me?

MR. KAROTKIN: And people can be heard, and they can 

have a right to complain about it. But to have drafting by all 

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sorts of people, it doesn't make sense in a case like this.

THE COURT: Ms. Dumas, how are we going to solve this 

procedural dilemma here?

MS. DUMAS: Easy. Easy-peasy, Your Honor. Cecily 

Dumas, on behalf of the official committee of tort claimants.

First, it was not -- I saw Ms. Winthrop look over her 

shoulder pointedly at the debtor. The plan provision that has 

a statement that claims are disputed is a case management, it's 

an administrative provision requested by the TCC because there 

are 70,000 claims, and we could spend tens of thousands and 

hundreds of thousands of dollars doing individual claims 

objections. We will set that up administratively in whatever

manner the Court wants, but that was not intended to 

disenfranchise anyone, in particular Ms. Winthrop's clients.

Second, Adventist has been robustly involved in these 

proceedings, and the extent to which the TCC did not include 

her clients in the mediation process, it's certainly willing to 

bring her clients in, and have their input in the temporary 

allowance process and the plan process, and any other way in 

which they want to be involved in the case. Second -- and I 

hope we make that clear, that there was not any intent to leave 

Adventist out of a very difficult settlement.

But second, yes, there will have to be a mechanism to 

allow voting for estimation, or allowance of claims for voting 

purposes. The TCC has had discussions with the debtors and the 

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other plan proponents about how that is going to work. We've 

had discussions with the mediator about how that's going to 

work. It's a not easy -- we can't do a one vote per claimant 

case because of the potential for the government entities to 

basically swamp the vote for 70,000 individual and business 

claimants. 

So it will be proposed. It will be brought before the 

Court for approval. There will be the opportunity for all the 

affected parties to object, or have input in that process.

I want to focus us back on what we're here for today, 

which is simply to approve an RSA. I understand there's many 

voting and confirmation issues that Adventist has raised. 

Respectfully, they're premature for today's purposes.

THE COURT: Yeah, and that may be true, but I just 

don't want a situation where if I were to sign an order 

approving this, it would sort of be a gotcha for everything 

else that might have been raised. And again, I don't want to 

have lawyers go home saying, my God, I should have filed a 

reservation of rights objection. You've got to object to 

what's on the table, not what's not on the table. So I'm 

satisfied. Are you satisfied with that explanation for now, 

Ms. Winthrop?

MS. WINTHROP: Yes, Your Honor. And we appreciate the 

TCC's willingness to put all of this on the record, and look 

forward to working with them closely on these procedures.

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THE COURT: Okay. Ms. Dumas, you don't need to come 

back up to the podium, just a quick question. I should have 

put this on my first list that I asked Mr. Karotkin to go 

through, when I had my short questions. Just summarize if you 

can for me, post-confirmation, what is the role of the Court 

when there are disputes or matters that have to do with trust 

administration? And I don't mean -- well, yeah. I mean, 

generally, does the Court jurisdiction continue, or does it 

end?

MS. DUMAS: Yes. Briefly, as has been described to 

the Court, the resolution trust agreement and a matrix which 

describes the treatment of individual claims within the 

resolution trust will be brought before this Court. Many 

parties are working on it. It's not an easy document to put 

together. But that will be filed with the Court and subject to 

review and approval. That will be the mechanism for how the 

trust is administered.

Among the provisions in that resolution trust 

agreement, and I believe in the plan, is a reservation of this 

Court's jurisdiction, the extent to which Your Honor is 

inclined to take it among the resolution procedures. But in 

broad brush, so that parties who represent claimants who have 

not been involved in these many negotiations can understand, 

the concept is a transparent and objective and easy to 

understand matrix that allows claimants to see what the 

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standard settlement would be, based on their circumstances and 

their losses.

The option of, rather than accepting that amount, 

going into a mediation proceeding -- again, supervised by the 

resolution trustee and his professionals -- and absent the 

desire to reach a mediated resolution, every tort claimant is 

preserving their ability to go to trial and have their claim 

resolved in state or --

THE COURT: No, I understand. That's been something 

that you and Mr. Julian have made clear --

MS. DUMAS: Yes.

THE COURT: -- from day one. But the question was, 

really, the role of the Court.

Let's move on to today's agenda. You've answered my 

question for now.

MR. STAMER: Excuse me, Your Honor.

THE COURT: Mr. Pascuzzi, or -- oh. Wait.

MR. STAMER: Your Honor, I apologize to be taken out 

of turn.

THE COURT: Okay.

MR. STAMER: And I'm not going to --

THE COURT: Name --

MR. STAMER: Again, for the record, Mike Stamer --

THE COURT: Mr. Stamer.

MR. STAMER: -- from Akin Gump, on behalf of the ad 

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hoc committee. Although I brought my package of materials, I'm 

not here to argue my substantive objection. 

Everyone in the courtroom who appeared before Judge 

Donato, and now everyone that didn't appear before Judge 

Donato, other than Your Honor, and now the public -- because 

there's press reports about it -- understand that Judge Donato 

made some pronouncements from the bench. I wasn't there. I'm 

actually a little surprised the debtors didn't start the 

afternoon hearing reporting what went on. I think it's 

significant to, kind of, where things stand. And all I would 

ask is, before the objections continue -- and we can do pointcounterpoint; I won't do either, because I wasn't there -- but 

I think Your Honor should be in the loop as to what Judge 

Donato observed.

THE COURT: Okay. That's a fair question.

MR. STAMER: Thank you, Your Honor.

THE COURT: Mr. Orsini, do you want to respond to 

that? We'll take the -- we'll put on hold the individual 

objectors to the RSA here. 

MR. ORSINI: Yes, Your Honor. Judge Donato did not 

make any sort of finding --

THE COURT: Name.

MR. ORSINI: -- or pronouncement.

THE COURT: Name.

MR. ORSINI: Oh, sorry, Your Honor. Kevin Orsini, 

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from Cravath.

THE COURT: Well, I'm sure he didn't make a finding, 

but he --

MR. ORSINI: Judge Donato raised the question, in the 

context of discussing whether or not he should continue to stay 

the estimation proceedings, pending Your Honor's resolution of 

the RSA. He raised the question of, well, why doesn't he just 

take them completely off calendar, because isn't it at least 

arguable that at this point -- because we have a proposed 

thirteen-and-a-half billion-dollar settlement -- that is the 

number for estimation purposes, even if the settlement does not 

get approved.

What I explained to Judge Donato is that there are 

circumstances in which we may have to go to estimation. I 

believe I also said that everyone in that courtroom, and I 

think everybody in this courtroom, hopes that's never the case. 

But the thirteen and a half billion dollars, as I explained to 

Judge Donato, is a settled value of the claims.

THE COURT: Right.

MR. ORSINI: It is an amount that is part of a whole 

series of give and takes --

THE COURT: No, I understand that.

MR. ORSINI: -- as part of an extensive negotiation of 

puts and calls. 

But I think that the point you say you understand, 

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Judge Montali, I think is the key point, that in the, I hope, 

unlikely event that the Court does not approve this settlement, 

or if this Court does approve the settlement and then for some 

reason none of us ever wants to encounter, that settlement 

agreement is terminated. At that point, the thirteen and a 

half billion dollars is gone. And there will be a requirement 

for estimation proceedings. The TCC --

THE COURT: Well, it's going -- excuse me. It's gone 

because the language of the TCC RSA says it's gone.

MR. ORSINI: That's precisely right, Your Honor.

THE COURT: Okay. 

MR. ORSINI: At which point, all parties have reserved 

all rights to make whatever arguments they might have otherwise 

made, absent this settlement, about what the value of the tort 

claim is.

THE COURT: Right. The same with the subro.

MR. ORSINI: That's exactly right, Your Honor.

THE COURT: The same with the subro settlement, right?

MR. ORSINI: That's precisely right, Your Honor.

THE COURT: Right. 

MR. ORSINI: So the fact that we were willing to 

agree, as part of an overall negotiation, that thirteen and a 

half billion dollars is an appropriate number to settle the 

claims, does not dictate that the estimated amount ultimately 

has to be 13.5 if we're in a litigated context, not a settled 

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context. 

And at the end of the day, what I proposed to Judge 

Donato that he ultimately agreed to, was that rather than take 

the estimation hearing completely off calendar, given the 

possibility that there were scenarios in which we may have to 

estimate, that he stay the proceedings for a further four days, 

until the end of this week, because his original stay expired 

today, I suggested to him, and he ultimately agreed, he would 

extend that stay until Friday. And that if Your Honor does 

approve the RSA, either today or sometime before Friday, Mr. 

Julian and I will work out a proposed stipulated order to take 

estimation off calendar before Judge Donato. And if this Court 

does not approve the RSA, then we'll have to go back to Judge 

Donato and talk about where we go from there.

THE COURT: Okay. But let's play that out a little 

bit more. Suppose I rule this afternoon that the RSA is 

approved, then -- and leave aside appeals or reconsiderations 

or anything else -- in terms of an operative event, that means 

estimation is over, and --

MR. ORSINI: Unless and until --

THE COURT: No, no, no.

MR. ORSINI: Sorry, Your Honor.

THE COURT: Over, unless -- I mean, over as long as 

this thing stays on track and ends up in confirmation.

MR. ORSINI: Precisely.

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THE COURT: If it goes off the rails, for whatever 

reason, or -- including the competing plan, if the competing 

plan is on the table. Something might happen, and then it will 

be up to Judge Donato to take over, and do what has to be done.

MR. ORSINI: That's exactly right, Your Honor.

THE COURT: And also, if I'm right -- and I think we 

touched on this this morning -- if I approve the TCC RSA, the 

superior court's role in San Francisco ends. 

MR. ORSINI: That's --

THE COURT: And the issue of what do we do now, in 

case it goes off the rail is back before Judge Donato.

MR. ORSINI: That's precisely right, Your Honor.

THE COURT: Okay.

MR. ORSINI: Thank you.

THE COURT: Okay. Got it. 

So Mr. Stamer, I didn't hear anything that 

surprised -- I mean, I got a clarification, but I hope that's 

what you were looking for. 

Mr. Qureshi, do you want something I'm not --

MR. QURESHI: If I could, Your Honor. Again, for the 

record, Abid Qureshi, Akin Gump Strauss Hauer & Feld, on behalf 

of the ad hoc note holders' committee.

And Your Honor, I was in the courtroom before Judge 

Donato. And while Mr. Orsini's, of course, correct in terms of 

reporting the outcome, which is that the stay was extended --

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and I tread very carefully, Your Honor, in terms of reporting 

to this Court what Judge Donato said. There will be a 

transcript soon enough. But the thrust of Judge Donato's 

comment was that the parties -- and I apologize for looking at 

my phone, but there are press reports that quote him, and I 

want to make sure I get it right.

THE COURT: As long as you're not calling anybody at 

home. 

MR. QURESHI: But Your Honor, the thrust of Judge 

Donato's comment was the debtor's on the one hand, and the TCC 

on the other have agreed to settle those claims for 13.5 

billion, and therefore, they've been estimated. He referenced 

the fact that a key part of the proceedings before him had been 

to identify other settlements that are relevant precedence for 

purposes of these estimation proceedings. 

Then he said, so the parties here have actually agreed 

to 13.5. So it doesn't matter what happens to the settlement 

agreement. You've estimated the claim. So basically what he 

was saying, Your Honor, was whether this Court approves or does 

not approve the RSA doesn't matter because, if it ends up back 

in front of him, Judge Donato will say, well, you have 

agreed --

THE COURT: Well --

MR. QURESHI: -- to 13.5.

THE COURT: -- look, my job is to do what I'm supposed 

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to do, and if I am persuaded to approve the RSA today, then I 

am going to wait until somebody tells me that it's off the 

rail, to my metaphor, and if that's the case, then someone will 

have to make the pitch to Judge Donato that either it's a done 

deal, or it isn't a done deal. 

MR. QURESHI: Your Honor --

THE COURT: Right?

MR. QURESHI: I will defer to Mr. Stamer when he gets 

up to make our argument as to the relevance of those in the 

context of Your Honor's decision. 

THE COURT: Okay. 

MR. QURESHI: Thank you. 

THE COURT: I'm going to go back to my roll call on 

the objectors. 

Mr. Pascuzzi, are you here?

MR. PASCUZZI: I am. 

THE COURT: You are. Thank you for being patient. 

And did I correctly summarize your position earlier today?

MR. PASCUZZI: Your Honor, Paul Pascuzzi. My firm is 

co-counsel with the California Attorney General's Office for 

the California State Agencies with fire-related claims. 

We did file a reservation of rights at docket 5123.

THE COURT: Right. 

MR. PASCUZZI: Your Honor, to -- and that is all we're 

doing. As far as I've heard, we're not deciding confirmation 

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issues. We also have issues with the governance of the trust 

because obviously the government claims are going to be part of 

this fire victim's trust, and similar to Adventist, you know, 

we have very large claims. 

So we did put some statements in our pleadings about 

being involved in the process of figuring out the governance of 

the trust. Our particular claims have not been settled, the 

state agency fire claims. And in fact, the tort committee has 

told us they do not view the government entities as part of the 

tort committee's constituents. 

So I just wanted to make those points and reserve the 

rights as to the trust governance, the confirmation issues, but 

we're not opposing the motion.

THE COURT: Well, and presumably you will be invited, 

if you wish to or not, to participate in the discussions about 

the trust instruments if we get to that point, you know?

MR. PASCUZZI: We do wish to, Your Honor. 

THE COURT: Yeah, okay.

MR. PASCUZZI: And we'll have similar issues as 

Adventist with the voting. 

THE COURT: The same. The same. 

MR. PASCUZZI: So we look forward to those to dealing 

with those issues. 

THE COURT: Okay. All right. 

MR. PASCUZZI: Thank you, Your Honor. 

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THE COURT: Thank you.

Mr. Troy, are you here for the federal government? 

And I believe your position is much the same, but you tell me 

if that's the case, after you tell me your name. 

MR. TROY: Yes, Matthew Troy, Department of Justice, 

Civil Division on behalf of various federal agencies. 

Yes, Your Honor. I don't have too much to add to what 

Mr. Pascuzzi said and would echo those comments. We filed the 

reservation. You've seen it. You've read it. You know what 

it says. 

THE COURT: Right. 

MR. TROY: We also filed a statement with respect to 

the confirmation hearing, status conference, that was set for 

today as well, that was filed last week --

THE COURT: Yes. 

MR. TROY: -- that raised more or less similar issues 

as to what was filed in response to the TCC RSA motion. I 

would just simply observe that there's -- reservations speak 

for itself, but there's a lot of heavy lifting to be done in 

this case, and there's a lot of issues that need to be resolved 

or ruled upon by Your Honor. And we reserve all rights with 

respect to those matters that still need to come before Your 

Honor. 

THE COURT: Okay. Thanks, Mr. Troy.

MR. TROY: Thank you.

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THE COURT: And I believe next on the list is the 

United States Trustee. Is there an appearance by the U.S. 

Trustee today? No? 

MR. ZIPES: Yes, Your Honor. Greg Zipes with the U.S. 

Trustee's Office, and I appeared before Your Honor at least one 

time before in this hearing --

THE COURT: Yes, you did, Mr. Zipes. 

MR. ZIPES: -- on the executive compensation hearing. 

THE COURT: Yes. 

MR. ZIPES: And I appreciate that you're allowing me 

to appear by phone. 

I can be very brief, Your Honor. My office raised 

three issues, and you've already disposed of one of them which 

was the notice issues, and that was a concern of our office, 

that many of the tort claimants who are going to be directly 

affected by this RSA didn't get actual notice of this, but this 

Court has ruled on that, and I can just move on. 

The other two points really deal with the plan 

process, and I think there have been many statements on the 

record today already that all the plan-type confirmation issues 

are being reserved and are not a part of this RSA. So parties 

objecting on the basis of feasibility or on the basis of 

absolute priority rule, or something like that, that all will 

be reserved. 

THE COURT: Right. And I think you also just raised a 

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protective position about the releases, and of course you've 

made the pitch on the releases with the subrogation RSA, and to 

the extent that they're applicable here, it's the same 

argument, I believe, right? 

MR. ZIPES: Sure. 

THE COURT: Right? Isn't that correct?

MR. ZIPES: Correct. 

THE COURT: Correct. Yeah.

MR. ZIPES: Yes. 

THE COURT: Okay. All right. Thank you, Mr. Zipes. 

MR. ZIPES: Okay. Thank you.

THE COURT: Mr. Karotkin, I kind of took the last 

three counsel in order, but they were really holding their 

position. Do you want to say anything on any of them? Because 

you don't need to if you don't want to. 

MR. KAROTKIN: No, sir. 

THE COURT: All right. 

Mr. Kornberg, are you here for the CPUC? And I think 

I should've -- CPUC seemed to be in a similar -- maintain the 

status quo reserve that you speak for. 

MR. KORNBERG: Alan Kornberg from Paul, Weiss, 

Rifkind, Wharton & Garrison for the PUC.

Your Honor, we filed a reservation of rights. I think 

it speaks for itself. Unless you have questions for me, I 

really didn't plan on saying anything today. 

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THE COURT: No, I don't. Okay, thanks. No, I am not 

in --

MR. KORNBERG: Thank you.

THE COURT: All right. We'll next go to the official 

creditors' committee. Mr. -- is it Mr. Bray or Mr. Dunn? Mr. 

Bray, you're up today? 

MR. BRAY: Me today, Your Honor. 

THE COURT: Yeah, and you've got a number of issues. 

MR. BRAY: Yes, good afternoon, Your Honor. 

Gregory Bray, Milbank, LLP, counsel for the official 

committee of unsecured creditors. 

THE COURT: It seems to me that, if I may anticipate 

it, you're still very concerned about the lockup and what you 

call the lock of the insolvency out, but --

MR. BRAY: The insolvency out, you've dealt with. 

THE COURT: It's sort of there. 

MR. BRAY: And I don't disagree --

THE COURT: It's kind of in through the back door, 

right?

MR. BRAY: Your comments satisfied our concern there. 

THE COURT: Okay, okay. 

MR. BRAY: I am more focused on the same issues that I 

was focused on with you a couple of weeks ago with respect to 

the subro RSA. Principally, the -- our urging of the Court to 

maintain a competitive process and to not approve the antiCase: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 167

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competitive provisions, essentially the -- what I call the 

"poison pill" provisions in the RSAs. 

They're virtually identical to the ones that are in 

the subro RSA, so I --

THE COURT: See, let me stop you there. 

MR. BRAY: Sure. 

THE COURT: I thought about that a lot in whatever 

time I had in the last twelve hours. I don't think they are 

identical, and let me tell you why --

MR. BRAY: Okay. 

THE COURT: -- and then you tell me what's different. 

By my count -- and Mr. Feldman could give us exacts -- we're 

talking about 100 or 110 probably financial institutions or 

banks or insurance companies. That's a lot different -- and 

all of whom probably have in-house counsel or outside counsel, 

and all of them are spending a lot of time and a lot of money 

dealing with these issues. 

But contrasting that with 70,000 people, many 

thousands of which don't have counsel, never have had counsel, 

and we're dealing with something that hopefully, and likely, 

they have never encountered before in their lives, voting on a 

Chapter 11 plan. 

MR. BRAY: Right. 

THE COURT: So to me, it's much different, at least 

conceptually, on how we set the table. So tell me why --

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MR. BRAY: Well, the RSA doesn't bind --

THE COURT: -- they're the same. Huh?

MR. BRAY: -- isn't binding the 70,000 or so victims. 

THE COURT: No, that's right. 

MR. BRAY: Yeah. Right. 

THE COURT: That's right. So what is it doing? What 

does the RSA do -- the lockup? What does it prevent by --

MR. BRAY: What it's doing -- it's killing off the 

competing plan.

THE COURT: Well --

MR. BRAY: That's the underlying purpose of tying the 

lockup provision to the settlement. No one disputes. The UCC 

doesn't dispute, with the exception of the assignment of the 

vendor claims, which you flagged -- let me just set that aside 

for a moment, because it's a significant issue, and it does 

raise its own set of 1054 issues and the possibility of 

litigation that essentially thwarts a company's ability to 

proceed with its remediation efforts. 

But setting that aside for a minute, the competitive 

process is what's gotten us to this point. Essentially, the --

what the company has done, for all intents and purposes, is 

piggyback onto the settlement that was agreed to between the 

bondholders and the TCC. And frankly, there's something 

disingenuous, and that's the word -- I shouldn't say that 

frankly. It implies not of frankness other times, as you said. 

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My point is that it's disingenuous to some extent for the 

debtor to now to seek to co-op --

THE COURT: Well, that's fair. Use that word --

MR. BRAY: -- and to take the exclusive benefit --

THE COURT: -- you use that word in your papers, and 

by co-op, that's usually not a complimentary term. 

MR. BRAY: Well, but they're basically -- what's 

happened is the debtor has taken someone else's settlement and 

said I am going to make it mine and not allow anyone else to 

use it. And the irony is they said the exact opposite with 

respect to the subrogation settlement -- is I settled that; 

therefore, it belongs to me and no one else can use it. 

So we're sort of getting both sides played off the 

middle here. And again, the purpose, as we see it, is to 

somewhat stifle, if not stop, a competitive process --

THE COURT: But the --

MR. BRAY: -- but Your Honor --

THE COURT: -- but the victims through their 

representative have agreed to it. What do I do about that?

MR. BRAY: Well, the --

THE COURT: The same victims who complained about the 

last one have now gone to support this one. 

MR. BRAY: I am not going to speak for the victims. 

THE COURT: Well --

MR. BRAY: Experience suggests --

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THE COURT: -- they're --

MR. BRAY: I agree with you. Experience suggests that 

they would be just as happy going forward without being locked 

up to a plan, as long as the 13.5-million-dollar claim is --

that's what they want. And that's what the Court wants to do, 

and we want you to do it, too. 

No one objects to the liquidation of both claims 

today, the 11 billion dollars, and the 13.5 billion dollars, 

again with the caveat about the assignment of the vendor 

claims. 

There's no dispute about that. It's the right thing 

to do. The debtor has unequivocally stated it's in the best 

interest of the estate to settle at those numbers. 

THE COURT: And then your client, I hate to say it, 

has also not opposed that --

MR. BRAY: We don't oppose --

THE COURT: Right. 

MR. BRAY: -- the liquidation of the claims of those 

numbers. 

THE COURT: Right. 

MR. BRAY: We accept that that's a good thing, a good 

thing for the wildfire victims, a good thing in the best 

interest of the estates and the creditors. 

What we don't accept is that the "price to be paid" 

for the settlement is a lockup that tethers the parties to a 

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plan that the governor has unequivocally stated in its current 

form is not compliant with 1054 and, therefore, unconfirmable. 

To bind the parties to an unconfirmable plan is not in the best 

interest of the estate or its creditors. It simply isn't. And 

they may get there. And to maintain the competitive process, I 

hope they do, because competition works both ways. 

So as long as -- I would much rather see two potential 

plans, get to the finish line, and creditors vote, than one. I 

think it's far better. But approving a lockup that essentially 

defangs a competing plan in favor of a plan that the governor 

has unequivocally said doesn't work is -- again, I know I am 

repeating myself -- is not in the best interest of the estate. 

THE COURT: Well, the governor's letter closes with a 

suggestion that there not be a lockup. 

MR. BRAY: That's right. 

THE COURT: And as counsel's comments this morning 

were not inconsistent with that, the question is --

MR. BRAY: Agreed. 

THE COURT: -- what happens if I won't approve the 

lockup? Does it kill the deal? Again, I don't want to ask 

anybody else. I am just asking you about it today, and I have 

to ask myself is the -- look, we've got to go back -- you were 

here, I think, when I made the first decision about exclusivity 

and then changed --

MR. BRAY: Um-hum. 

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THE COURT: -- because of things changed. 

MR. BRAY: Right. 

THE COURT: But what was the most important ingredient 

was the position of the tort committee's counsel and 

representative. If you're asking me to say I believed you 

then, but I am not going to believe you or trust you now, so --

MR. BRAY: I'm asking you to keep your options open.

THE COURT: -- am I taking a gamble by saying I can't 

approve what you've agreed to, TCC?

MR. BRAY: I think the bigger gamble isn't cutting off 

one of the tracks at not keeping a competitive process open 

because that's -- again, that's how we've gotten here. Had you 

not terminated exclusivity, had the bondholders not engaged 

with the TCC and reached the settlement they've reached, I 

highly doubt we would be here today --

THE COURT: No, I understand. 

MR. BRAY: -- so we should keep the process going. We 

don't have the luxury of giving the debtor a chance to go to 

the end of the line and then say, whoops, I didn't make it. 

THE COURT: What would happen?

MR. BRAY: I was wrong.

THE COURT: What would happen if -- I used this bad 

expression earlier about off the rails. What would happen if 

there was an insolvency or the OII procedures are such that the 

plan as now sponsored by the debtors and supported by the TCC 

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is unconfirmable? Is there some reason to believe that that 

lockup on all these other terms would carry over?

MR. BRAY: No, they wouldn't -- well --

THE COURT: They would self-destruct --

MR. BRAY: That's my other point, Your Honor. 

THE COURT: -- wouldn't they but just like the 

insolvency out has the same concept. 

MR. BRAY: But that puts us back to square one. The 

document is drafted -- it's really a provisional settlement. 

It's a settlement that says --

THE COURT: Correct. 

MR. BRAY: -- as long, Your Honor, as you confirm my 

plan, the debtor's shareholder plan, then the settlement is 

applicable and we don't have to estimate. 

THE COURT: Well, yeah --

MR. BRAY: If you decide --

THE COURT: Okay.

MR. BRAY: -- you don't want to confirm that plan, all 

bets are off, the settlement is terminated, and the words are 

of no force and effect and --

THE COURT: Well, it's not a question --

MR. BRAY: -- estimation --

THE COURT: -- of whether I want to. It's a question 

of whether --

MR. BRAY: I agree. 

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THE COURT: First of all, if we get to that point, 

it's where the law compels it, but long before that -- long in 

terms of days or weeks or months -- something else might happen 

that --

MR. BRAY: Agreed. 

THE COURT: -- makes the plan not confirmable, in 

which case, you know, it's of no force and effect, pretty much 

so, right?

MR. BRAY: But the problem with that is the document 

requires -- and these are more or less the words; I'm 

paraphrasing it -- the immediate recommencement of estimation. 

So let's go with your scenario. Let's say we get to 

the disclosure statement. I think which is set for February or 

March -- late February, early March. 

THE COURT: Yeah, I think that's in the --

MR. BRAY: Okay.

THE COURT: -- it's in the RSA when it's supposed to 

happen. 

MR. BRAY: So let's play that out. Let's assume we 

get there, and the Court concludes I can't approve the 

disclosure statement for the debtor's plan, because there is 

something --

THE COURT: For whatever reason. 

MR. BRAY: Whatever reason.

THE COURT: Whatever reason. 

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MR. BRAY: The RSA terminates. We're at the end of 

February, early March, and we have to restart estimation. As 

Mr. Orsini said, all bets are off. 

THE COURT: But what if, at that same time, the senior 

bondholder's plan is ready to be approved -- 

MR. BRAY: It won't be --

THE COURT: -- or the disclosure?

MR. BRAY: -- because --

THE COURT: Well, why?

MR. BRAY: -- because estimation --

THE COURT: The lock --

MR. BRAY: -- was stayed. 

THE COURT: Well, no, no, but what I am saying is 

the -- well, are we talking about the lockup or the --

MR. BRAY: Well, they go together, Your Honor. That's 

my point. 

THE COURT: No, but this is why I --

MR. BRAY: I understand. 

THE COURT: Well, Mr. Bray, this is why I had trouble 

with what you wrote because you and others were very emphatic 

about lockups, and lockups have, you know -- again, they 

usually mean there are some consequences, but then you said the 

estimation proceedings which should begin -- well, does that 

mean I approve the RSA and estimation goes forward all at the 

same time? That can't be right.

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MR. BRAY: Let me explain myself. 

THE COURT: Yeah. 

MR. BRAY: Setting aside for a minute, the -- the 

lockups channel the settlement through the debtor-shareholder 

plan.

THE COURT: Through the debtor -- that's correct. 

MR. BRAY: That's right. That's the only way that it 

can really be consummated, and it binds the parties --

THE COURT: Well, I am going to stop you again. Does 

it really, or does it gag the professionals and others from 

speaking in favor of an alternate plan versus it doesn't --

MR. BRAY: It requires them to instruct their clients 

to vote for --

THE COURT: The clients make decisions. 

MR. BRAY: They do.

THE COURT: And the ad hoc senior bondholders can 

promote their plan as long as 1125 isn't implicated, and if 

their disclosure is approved, they can do whatever they can. I 

mean, they're -- the victims here are the critical voting 

constituents. 

MR. BRAY: I agree with you. 

THE COURT: I know that the subrogation group, 

according to some, should be treated as unimpaired so they 

don't get a vote. It's hard for me to imagine that I would 

ever confirm a plan that is voted down by the victims? 

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MR. BRAY: I completely understand. 

THE COURT: Okay. 

MR. BRAY: So let me try and answer that. 

THE COURT: So what happens? Why is this lockup so 

fatal to the senior bondholder's alternative plan if they get 

to a point where they're the only show in town, obviously?

MR. BRAY: Two reasons -- one, your earlier comment to 

me that the -- most of the wildfire victims are utterly 

unfamiliar with this process. 

THE COURT: Correct. 

MR. BRAY: And they are highly dependent upon, as they 

should be, upon the advice of their counsel. 

THE COURT: Correct. 

MR. BRAY: You know in this RSA what that advice is. 

As a practical matter --

THE COURT: Yes, that's true. 

MR. BRAY: -- we also know it is highly unlikely that 

these people are going to discount the advice of their lawyers. 

That's my first point. So we pretty much know what the answer 

is. 

The second point is estimation has been stayed, and 

the way the lockup works, the bondholder plan is not permitted 

to take advantage of the settlement. It only channels through 

the debtor plan. 

So let's just say your scenario where you want to 

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confirm the bondholder plan, there are several obstacles if you 

sign the RSA. First, the settlement under the terms isn't 

applicable to the bondholder plan. 

THE COURT: That's right. 

MR. BRAY: Second, we haven't estimated those claims 

because estimation was stayed. So you're at confirmation, the 

disclosure statement, wherever you are in the process, and you 

want to proceed with the bondholder plan, there's significant 

structural impediments to doing that. 

That's why I said, if you approve the RSA, if you want 

to keep a competing plan process alive -- and I hope you do 

because we do -- it doesn't -- the RSA doesn't solve the issue 

in the totality of estimation because the bondholder plan -- it 

isn't applicable to the bondholder plan.

Our ultimate point being as it was with several RSA, 

if we're going to settle the claims, the settlements should be 

for all purposes and applicable to any plan proponents. 

THE COURT: Well, that was the point you made about 

make it a 9019 and it's a nonissue. 

MR. BRAY: That's right. That's right. And I'm going 

to try and go back to the other question you asked me: Well, 

what happens -- if I don't approve those, will the deal fall 

away? And the answer is maybe, but given a choice of approving 

an RSA that really isn't in the best interest of the estates to 

favor one plan over another, particularly when the plan at 

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issue is being promoted by the party that has told the Court 

it's a fiduciary for all parties and told the Court 

unequivocally the settlement, the dollar settlement, the 

numbers, are in the best interest of the estate, I think that's 

highly unlikely. How could a fiduciary do that? 

THE COURT: Well, okay, but still we'll go back to the 

point. Am I supposed to play chicken with the TCC and the 

professionals by saying I can't approve a lockup, so roll the 

dice and blow the thing up if you want or not? I mean --

MR. BRAY: Well, I don't think it's the TCC that's 

going to blow it up over that. I think it's the debtor. 

THE COURT: But the TCC agreed to it. 

MR. BRAY: The TCC agreed to it, but they're asking 

you to approve it. So ultimately, the question is before you, 

are those terms in the best interest of the estates and 

unsecured creditors as a whole? And I know I am being 

repetitive, but the answer to us is an emphatic no. 

Even the governor has said to you, albeit not as 

strongly perhaps as we have, that the governor would like to 

see competition continue and the governor would like to see the 

lockups removed. 

Every party other than the settling parties is, for 

lack of a better term, expressing severe reservations about the 

structure of the RSA. And even on an unrelated matter, you've 

heard how many government agencies stand up and make a 

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reservation of rights?

THE COURT: Yeah. 

MR. BRAY: There's a lot of wood to chop.

THE COURT: But I've also have enough confidence in 

the professionals and the mediator and everybody else to come 

to a good solution to those things that aren't on the table 

today. 

In other words, it is a very huge task to do that 

trust correctly and the procedures correctly and the management 

of it, but that's why we have the best and the brightest doing 

it on this case. And so what's wrong with that?

MR. BRAY: And we think the best way to motivate the 

best and the brightest has been the way you have done it so 

far: through a competitive plan process. That keeps everybody 

honest on both sides of the plan process. 

And our ultimate point to you is to urge you to 

maintain that process because we don't know what's going to 

happen. What we do know is it changes every day. And I mean, 

the last four days, you know --

THE COURT: It has --

MR. BRAY: -- have been a whirlwind. 

THE COURT: I haven't checked --

MR. BRAY: So I don't know when I am going to wake up.

THE COURT: -- my phone lately. 

MR. BRAY: Yeah. Every time I look, now I see Judge 

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Donato has said -- I mean, every day is different. So if 

there's anything to take away from this, is that options --

keeping our options open is a good thing, not a bad thing, and 

that settling these claims is a good thing. Liquidating them 

at the agreed-upon numbers is a good thing. But it's not 

necessarily a good thing -- we're taking a risk -- if we lock 

up those settlements and channel them through one particular 

plan and we get down the road and we find out that that plan, 

for whatever reason, doesn't satisfy the governor's concerns, 

the CPUC's concerns, it doesn't satisfy Your Honor's standards 

under 1129. 

THE COURT: So once again, I am going to restate it 

because you've apologized for repeating yourself. I am 

repeating myself. If I disapprove it as is --

MR. BRAY: Um-hum. 

THE COURT: -- and tell you I will approve it only if 

the lockup is out --

MR. BRAY: Um-hum. 

THE COURT: -- and I'm focusing on this plan -- no, I 

mean, excuse me, this RSA, not --

MR. BRAY: I understand. 

THE COURT: -- the subro because to me it's --

MR. BRAY: They're different. 

THE COURT: -- they're much different. In my mind, 

they're much different. So if I disapprove it, unless the 

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lockup is removed, obviously the debtor and the TCC can solve 

that problem in two seconds by taking it out --

MR. BRAY: They could. 

THE COURT: -- and so that takes that out of the way, 

but the question is, then, if they don't, then we're back to 

well -- I don't know, not square one but --

MR. BRAY: No, we -- estimation, depending upon what 

Judge Donato said -- and I don't want to put words in any of 

the judge's mouths by any stretch. I don't know what happened 

there. It sounds like Judge Donato was pretty emphatic about 

where estimation is going to land. What would happen is the 

process would continue. Estimation would go forward. People 

would prepare, just like they wanted to do, and we'll continue 

with the competing plan process. There will be potentially 

other settlement opportunities --

THE COURT: And --

MR. BRAY: -- but it's not the end of the world. 

THE COURT: Okay. And what in your mind would happen 

if I approve it, what happened -- what is the -- and Mr. Stamer 

and his colleague can tell me more specific, but what do you 

think, as a neutral party here, what their options are at that 

point? 

MR. BRAY: If you approve the RSA?

THE COURT: They obviously control their ten, and go 

home, but if they press their plan --

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MR. BRAY: I don't -- I think --

THE COURT: They can still without any prohibition, 

and leaving aside 1125 --

MR. BRAY: Um-hum. 

THE COURT: -- and when (indiscernible), they can 

still make the pitch that their plan is better for a lot of --

MR. BRAY: But what's the number --

THE COURT: Well --

MR. BRAY: But what number do they put in their plan 

for treatment?

THE COURT: It's the same. 

MR. BRAY: How can they do that? 

THE COURT: It's in their plan. It's in their plan 

now. 

MR. BRAY: But it hasn't been estimated. 

THE COURT: I understand it hasn't been estimated. 

But it's the same number that's been floating around since they 

first put it out there, and the only thing that's changed since 

the bondholders put that 13.5 on the table is the debtor's side 

came up to 13.5. 

So those numbers are sort of not in concrete, but 

they're there --

MR. BRAY: Let --

THE COURT: -- on the table. 

MR. BRAY: If you're going to allow, as a practical 

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matter, the bondholders to effectively solicit on the same or 

perhaps even better plan treatment, I guess I would need to 

think about that, and I will let them address it. I suspect 

the debtors will not agree that that's permissible. 

THE COURT: Well, I want to hear that.

MR. BRAY: Yeah.

THE COURT: So let's reserve that. I am going to 

depart from my procedural steps by -- and a little while ago, I 

told Mr. Karotkin and Mr. Orsini I --

MR. BRAY: And let me just make one more comment on 

that. I just thought about it. If that's what you're going to 

do, as a practical matter, let them use the settlement, then 

why have the lockup at all?

THE COURT: Well, that's obviously, I'm thinking about 

that because, again, my job is to make decisions on disputes. 

It isn't to play chicken with people, but I could sit here and 

think oh, well, they'll back down. I'll just take this out. 

That's not the role that I'm supposed to play. 

MR. BRAY: Agreed. 

THE COURT: But what I am trying to do is to think 

about well, what happens if -- what other ramifications? Does 

the sky fall or not? And I want Mr. Stamer and counsel for the 

BOKF to address those issues because they have both raised 

their concerns about those, and what I was about to say is I 

previously told Mr. Karotkin -- I'd kind of go and forth on 

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these issues, but to me, what you're saying, and what the 

bondholders and the BOKF have put together are rally variations 

on the same argument. So I am going to let each of their 

counsel speak, and then I will let Mr. Karotkin and Mr. Stamer, 

whoever wants to speak, to all the issues, so -- because, I 

mean, really the question about lockup is really, really the 

big question right now in my mind, so -- and that's certainly 

the point on your mind. 

MR. BRAY: It is, Your Honor, and just one final 

comment back to the assignment of the vendor claims. 

THE COURT: Yeah, right. 

MR. BRAY: I don't have an answer for you about this 

today, or a proposed solution, other than it's a significant 

problem, and we think it may actually going to the ability by 

1054 --

THE COURT: Well, and that's right, and if the debtor 

and TCC worked a deal that chancers away the debtor's ability 

to comply with 1054, then do you know what? Be careful what 

you wish for. But that's not a today issue, I don't think. 

MR. BRAY: It's really more of a plan, 1054 issue. 

THE COURT: Yeah, right. 

MR. BRAY: I just want to make sure it doesn't get 

lost in the shuffle. 

THE COURT: It's not lost in the shuffle. 

MR. BRAY: Thank you, Your Honor. 

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THE COURT: So Mr. Karotkin, I will come back to you 

but I want to let Mr. --

MR. KAROTKIN: Your Honor, I do want to respond to the 

assignment argument. 

THE COURT: Yeah, but let's hold that because this 

lockup -- you're going -- you or Ms. Dumas are going to have to 

address the lockup, particularly because of the change --

MR. KAROTKIN: Sure. 

THE COURT: -- of position from the other plan to 

yours.

So Mr. Stamer, again I know who you are, but please 

state your name for the record. 

MR. STAMER: But I am happy to give it for the record. 

Mike Stamer from Akin Gump on behalf of the ad hoc senior 

noteholder committee.

Your Honor, as you know, the senior noteholder 

committee holds approximately thirteen billion dollars of debt 

of the company, and we just so happen to be a co-proponent for 

now of a competing plan of reorganization. 

THE COURT: You might be an only proponent in a few 

minutes but --

MR. STAMER: And Your Honor, that's actually a great 

place to start. So I want to make two points: One is that we 

support a thirteen-and-a-half-billion-dollar settlement for the 

TCC, unequivocally. We got there first. 

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What I think is lost --

THE COURT: You might have even set the mark, 

therefore, then the match, right, just by coincidence. 

MR. STAMER: And that's okay. The subtlety which is 

not actually brought up by the debtors is, and I realize this 

is a little self-serving, but our plan is better, from their 

perspective. 

So if you were to put a truth serum in their financial 

advisor, they would tell you that the treatment for the tort 

claimants under our plan is worth more than a billion dollars 

more than the debtor's. 

And I'll go through why our plan is --

THE COURT: What would they say about if you get that 

adverse ruling on the post-petition interest?

MR. STAMER: I don't think it would impact --

THE COURT: Well, it would reduce the billion by half. 

MR. STAMER: It would actually -- if less money went 

out the door to pay post-petition interest, there would be more 

money that came into the estate. They're -- under our plan --

THE COURT: Okay.

MR. STAMER: -- they're getting thirteen-and-a-half, 

and they're getting half equity, and half cash -- half cash on 

the barrel head --

THE COURT: Right. 

MR. STAMER: And the equity is issued by, very simply, 

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issued by a company that has less debt. 

THE COURT: That's --

MR. STAMER: Seven billion dollars less debt. So it's 

more valuable. So Your Honor, this is -- like everyone in the 

courtroom -- and Judge Donato picked up on this. Now I think 

Judge Donato is in agreement. Everybody in the courtroom 

believes that the tort claims should settle for thirteen-and-ahalf billion dollars. 

What the lockup does is Mr. Karotkin got up and said 

we're done. It's all over. We've settled with all the 

impaired creditors. You can do away with the other plan. We 

actually believe that's inaccurate and somewhat reckless. 

So from our perspective -- and this is -- it's clear 

from what Mr. Karotkin says. They want to end competition. He 

said it from the podium. They want to end competition, and the 

way they want to do that, it started with the public entities, 

the billion-dollar settlement that didn't come across your 

bench. 

THE COURT: Right. 

MR. STAMER: Then it went to the subros, and now it's 

with the torts. With the torts, it's even worse because not 

only are they -- did they demand as part of these negotiations

that they agreed to support their plan, only plan, and no one 

else's plan, they are requiring the torts to pull out of our 

plan. 

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THE COURT: Right. 

MR. STAMER: And what's coming next is them to argue, 

Your Honor, you terminated -- actually, they already argued it. 

You terminated exclusivity so that those two can file a plan, 

and now that we have required the torts to pull from the 

bondholder plan, exclusivity is back in place. They want to 

destroy competition, which from our perspective is bad on every 

single level. 

So Your Honor, if we can -- there's a few things we 

can talk about. We are obviously supportive of the settlement. 

We are supportive of taking out any of the lockups, both with 

respect to the subro plan and with respect to the TCC plan, but 

Your Honor asked a very important question -- it's the ultimate 

question -- which is, if you were to do as everybody other than 

maybe the TCC, although they may want to do this in their heart 

of hearts, if you were to play chicken, if you were to say, I 

will approve the settlement, it's a fair settlement, but it's 

not a fair settlement without removing the lockup, what would 

happen? 

We can look at the transcript, but I think Mr. Feldman 

alluded at the last hearing, counsel for the subros, that 

that's really the debtor's issue. That's not something they 

would insist upon. So our assumption is they're not blowing up 

this deal if, in fact, there's competition for purposes of 

their treatment.

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And with respect to the TCC, Your Honor, the TCC, they 

left us, or in the process of trying to leave us, and walk away 

from in excess of a billion dollars of value. They did it 

because they want certainty. They want to make sure that 

estimation is over. They can stop spending money, spending 

time, and risking what's happened with estimation. 

Your Honor, you should read the transcript. Again, I 

wasn't there but I read the news articles. If you take the 

lockout up, and equity forces the debtor to go back to 

estimation, estimation will be over, I would say, within hours. 

Because Judge Donato heard that everybody in the case wants to 

settle this for thirteen-and-a-half billion dollars, and 

settlements are actually relevant to an estimation, he is going 

to end up at thirteen-and-a-half billion dollars. 

THE COURT: Well again, I am not going to speculate on 

what his thought process would be or whether he needs more or 

less information. I am the one that has to make the call on 

this issue, and you know, that's -- and I am not going to go 

reading what someone said to Judge Donato an hour ago because 

that's not the point.

But my point -- let's go --

MR. STAMER: Your Honor, let me add a little context. 

I think it will be helpful, and I will try not to take up too 

much time, and I am not going to speak --

THE COURT: Take as much time as you want. 

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MR. STAMER: -- for the governor's office, but I 

understand the governor is going to get back up when I am done, 

or the governor's counsel. 

THE COURT: Well, I did invite him but he has --

MR. STAMER: So the governor's here yet, as far as I 

know.

THE COURT: As near as I can tell, I haven't seen him 

come in the last couple of hours. 

MR. STAMER: Elvis is not in the room.

Your Honor, the debtors -- there's a bunch of 

undisputed facts. The debtors need billions of dollars to 

emerge. They need to raise a tremendous amount of capital. In 

order for them to raise the billions of dollars, tens of 

billions of dollars, they need to qualify for the fire fund.

THE COURT: Yeah, of course, I know. 

MR. STAMER: If in fact -- in order for them to 

qualify for the fire fund, they need to satisfy the obligations 

of AB 1054. I don't think anyone disagrees. If they can't 

satisfy the obligations under AB -- if they're not AB 1054 

compliant, the plan is not feasible. And Your Honor --

THE COURT: Well, that's the same is true with your 

side. 

MR. STAMER: It is, and we -- you're right. 

THE COURT: Okay.

MR. STAMER: And we have had conversations with the 

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governor's office. We actually think our plan is more 

attractive, not only to the torts, but to everyone, and I'll 

touch on it briefly. 

THE COURT: No, but you can touch on it, but you've 

made it abundantly clear. That's what you believe, and I am --

you're making the pitch. I understand. 

MR. STAMER: Fair enough, Your Honor. 

THE COURT: Presumably if there is no lockup, you'll 

make the pitch to the voters, or their counsel, but it's the 

same. I mean, what else happened? In other words, let's try 

it a different way.

MR. STAMER: Sure. Sure. 

THE COURT: Walk me through what happens with your 

plan if I approve this TCC. What's the lockup -- or I don't 

approve it -- I don't approve the lockup, but it goes forward 

anyway. Walk me through how those play out. 

MR. STAMER: If you approve it without the lockup --

THE COURT: Yeah.

MR. STAMER: -- which means the TCC has the --

THE COURT: They're not prohibited from talking about 

it. 

MR. STAMER: From being a co-proponent of our plan?

THE COURT: Well, I don't know about being coproponent, but they're not prohibited from speaking out against 

it or urging people to vote one plan versus the other. 

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MR. STAMER: Objectively. And again, I -- my hope is 

that the TCC will confirm this if they stand up. Objectively, 

if you take out the lockup, they will vote for -- I think 

they'll vote for both plans, but if they were only allowed to 

vote for one plan, it would -- they would -- logic would 

dictate that they would vote for our plan. Our plan 

provides --

THE COURT: But wait a minute. 

MR. STAMER: Sure. 

THE COURT: You say if they're only allowed to vote 

for one plan. Nobody is prohibiting you from voting. The 

question is whether they're under the TCC debtor's lockup --

MR. STAMER: Right. 

THE COURT: -- the people who tell the -- educate the 

people who are unfamiliar with these procedures what it all 

means, but the bottom line, what it all means is you get your 

share of 13.5 million either way, right? And one way you have 

the existing management, and the other way you have perhaps a 

change of, not only management, but shareholder control, or a 

major piece of shareholders. 

MR. STAMER: There's a number of variables, Judge. 

THE COURT: Right. 

MR. STAMER: And one variable is whether either plan 

can satisfy AB 1114 --

THE COURT: 1054. 

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MR. STAMER: 1054, thank you. Thank you. 

THE COURT: Hey, I memorized it. 

MR. STAMER: Your Honor, it's -- I assume what they 

would do, if you took out the provision that prohibited them 

from voting for supporting any plan of reorganization, they 

vote in favor of our plan. Maybe they hedge both bets. 

THE COURT: Maybe they vote for both plans. 

MR. STAMER: And maybe they -- that would be okay. 

The issue is whether or not the debtors are ever going to be 

able to satisfy AB 1054, but locking the TCC and the subros and 

the PEs to just this plan -- in the face of the governor's 

letter, December 13th. You've heard Mr. Karotkin talk about 

well, we're meeting and we're making progress, Your Honor 

that's too big a risk. If you shut down competition here, Mr. 

Karotkin said, like he says at every hearing, ignore them. 

They're going to get paid in full. 

Okay. We have issue with respect to what paid in full 

means, but setting that aside, if he is wrong, if he can't get 

there with the governor, then this case is going to turn upside 

down and the creditors are going to be impaired. 

THE COURT: Well, I understand. 

MR. STAMER: Including the torts. 

THE COURT: I understand. But look, at the moment, 

under the debtor's plan, your clients are unimpaired. You have 

complained about the treatment of post-petition interest, but 

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that's a discrete legal question, same with the make hold 

provisions. 

MR. STAMER: Correct. 

THE COURT: And even if you got all of that, that's 

not the point. You're allowed to speak. The First Amendment 

says what you can say. You and your clients can pitch your 

plan anytime you want. The question is whether critical folks 

like the lawyers, and the personal injury lawyers particularly, 

and your fighting against the gag order that the debtor would 

have me place on them, vis-a-vis your plan, right? Isn't that 

what it comes down to? 

MR. STAMER: Yes, it's a little -- yes, but it's a 

little more subtle than that. 

THE COURT: It's a little more subtle.

MR. STAMER: Maybe it's subtle like a sledgehammer. 

So if you were to say, I disregard everything that people on 

this side of the table are saying, and I am approving the RSA, 

I am approving the subro RSA, and I'm leaving in all the 

lockup, what the debtors -- what they said from the -- what Mr. 

Karotkin said from the podium is our plan disappears. 

Competition is over. 

THE COURT: But you don't believe that, do you? Do 

you?

MR. STAMER: I would ask the Court in the, hopefully, 

unlikely event that you're going to approve any of the lockup 

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that you clarify your exclusivity hearings, such that -- or 

exclusivity decision, that our plan is still alive and well. 

Exclusivity is terminated as to us. Notwithstanding, we may 

have lost our partner. At the --

THE COURT: Well, I mean, is there any doubt about 

that? I mean, has anyone said to the contrary? Have --

MR. STAMER: Actually, yes. 

THE COURT: Who? Well, I haven't seen it in any 

papers. I mean, let me try it a different way. If I were to 

agree with the debtor/TCC approach, I have no knowledge of how 

that would take away your client's entitlement to push its plan 

to -- and you're the one that wanted to be ready for disclosure 

statement earlier. And I said, no, you're going to have to 

wait. And to me, the only immediate impact if this lockup 

occurs, is that it limits the ability to promote your plan by 

certain players. TCC members and counsel and tort claimants. 

No one else. 

MR. STAMER: Two things, subros --

THE COURT: I mean, the debtors can't pay. 

MR. STAMER: -- they have to vote against our plan. 

And anybody that's a signatory to the RSA needs to vote against 

the plan. And as Mr. Bray said, I think very accurately, that 

the 70,000 claimants here who are the principal focus of this 

chapter 11, this is hopefully their first time and their last 

time doing this. 

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THE COURT: Correct. 

MR. STAMER: And when -- every once in a while, I get 

ballots because I have a claimant in a bankruptcy case or a 

class-action -- I have a hard time figuring it out. 

THE COURT: You're going to find out you're going to 

get $5.95 and a coupon for blue jeans. 

MR. STAMER: And -- right, and most of it goes to the 

lawyers. 

THE COURT: Okay. 

MR. STAMER: That's exactly right. 

THE COURT: Yeah. But for what? 

MR. STAMER: But Your Honor -- 

THE COURT: It's not our point. 

MR. STAMER: Your Honor, fundamentally, we have an 

opportunity here. We have -- we have an opportunity to make 

this a fully consensual case, and we have an opportunity to 

make this a competitive process. Competition -- we said from 

the very beginning, competition is good, competition is good, 

and time is very short. 

THE COURT: I know. 

MR. STAMER: If Your Honor allows any restrictions, 

I'll go back to the fiduciary issues again, Your Honor, and 

I'll tread a little bit lightly, but I have a very difficult 

time. So the fiduciary thing to do here from the perspective 

of the company is to have the settlements be applicable to both 

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plans. Allow -- we call it portability. The --

THE COURT: Well, what you're really saying is just 

treat them like standalone 9019 motion and just approve it. Be 

done. 

MR. STAMER: That's exactly right. 

THE COURT: Yeah. 

MR. STAMER: And everyone, other than the equity 

here -- and again, equity appointed to the majority of the 

board that the governor has said based upon their performance 

is going to have to be gone by the time this case is over. 

Your Honor, what they should be doing is driving to a 

consensual value maximizing process, which is not what they're 

doing. The debtors have not engaged with us in terms of any 

negotiations since the beginning of these cases, and I had to 

stand up and do the song and dance just to get basic financial 

information, which, ultimately, we got some, but there's still 

more to go. 

THE COURT: Let me switch topics. 

MR. STAMER: Sure. 

THE COURT: Why -- you made your point for the fire 

victims. Why is it a big deal one way or the other on the 

lockup on the subros? Again, you heard me say to Mr. Bray, 

we're talking about 100 and something financial or institutions 

or banks or people with good counsel and experience. What can 

they do to hurt you if there's a lockup as to that class? 

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MR. STAMER: Your Honor, they could vote against our 

plan --

THE COURT: Yeah. 

MR. STAMER: -- which would require us to confirm over 

their objection ---

THE COURT: But do you really think the --

MR. STAMER: -- or they could -- if, for example, the 

RSA gets approved, and for whatever reason, either the debtors 

plan falls away or even it lags behind, they would have the 

ability to terminate and push this back into estimation. 

THE COURT: But that's not an issue -- a lockup issue. 

That's just a contractual issue. In other words, under the 

subro RSA, there's a right to terminate based upon insolvency. 

That's the critical issue. We're all starting over again if we 

get -- if insolvency is a certainty, right? 

MR. STAMER: It --

THE COURT: I mean, how can it possibly be otherwise? 

MR. STAMER: Your Honor, I think that's right. It 

depends upon the level of insolvency, what caused it in the --

THE COURT: But wait a minute. You're either 

insolvent or you're not. One dollar and you're out of the 

money. 

MR. STAMER: They're -- right. They -- the --

THE COURT: And you get -- all your post-petition 

interest is gone bye-bye. 

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MR. STAMER: The lynchpin of the subro settlement, 

among other things, is they don't want to have their recovery 

diluted by the torts reaching into their pocket using the Made 

Whole Doctrine. We -- this has been briefed --

THE COURT: I understand. I understand. 

MR. STAMER: -- and the issue is as to whether it's an 

involuntary release or a voluntary release. Under our plan, 

and maybe it has changed, but because it was giving the tort so 

much more value, at least that compared to the other one, the 

debtors earlier plan, the torts are willing to give blanket 

releases based upon a 13.5 billion dollar bucket available for 

the tort claims. So again, they are now -- the torts are now 

subject to a restrictive RSA, which prevents us from talking to 

our plan partners about how to move the process over. 

THE COURT: I'm not following you on that. If the 

plan is capped at 13.5 billion, it is what it is, right? And 

so even for your plan, the voters need to vote in favor of it, 

but it doesn't guarantee that they're, in fact, going to be 

paid in full. It's an estimation and a prediction that they 

will. And a prediction that AB 1054 has been satisfied, right? 

But it's no guarantee. 

MR. STAMER: No, no. I believe the 13.5 billion 

dollar settlement, at least under our plan, notwithstanding 

that the torts have asserted, now thirty-six billion dollars of 

claims, that they believe -- they have stipulated that putting 

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13.5 billion dollars into a resolution trust -- half stock, 

half cash -- would satisfy the requirement of paying tort 

claimants in full. And I think you heard Mr. Feldman say if, 

in fact, someone was willing to pay him eleven billion 

dollars -- his clients, although he'd take it, I'm sure --

eleven billion dollars in cash, that's something they would 

accept. 

Again, Your Honor, based upon the restrictive nature 

of lockups -- again, now we're going back to the subros, and I 

don't mean to reargue subro, we have been unable to have any 

discussions with them. We know because their biggest -- the 

largest subro claimholder, which is Baupost, is also, I 

believe, the largest anchor tenant in the twelve-billion-dollar 

equity investment. That is the lynchpin of the company's plan. 

So there are people in the subros that want stock. We haven't 

had an opportunity -- 

MR. TSEKERIDES: Is Mr. Stamer testifying now? Is 

there an affidavit or a declaration in evidence to support 

anything he's saying? 

THE COURT: No. He's -- he's making -- 

MR. STAMER: Your Honor, there's a -- there's a --

THE COURT: -- he's making an argument. 

MR. STAMER: Right. And all of this stuff is --

THE COURT: I'm not making any findings. 

MR. STAMER: All of this is publicly available. It's 

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the 2019. It's also the backstop commitments. 

So again, back to the fiduciary duty, Your Honor. 

Consistent with the board's fiduciary duty, what they should be 

doing is they should be settling these cases and having the 

cases be available to a competitive plan process. And what 

they're doing is they're threatening everybody in the case that 

if they don't get what they want, then they're going to force 

this back to estimation. And if they -- again, Your Honor, 

we'll ultimately read the transcript. I wasn't there. There's 

news articles everywhere. I think it's very clear what happens 

if, in fact, this goes back to to estimation in front of Judge 

Donato. We are supportive of the underlying settlement with 

the Court. 

THE COURT: And you know I wasn't there. I don't 

necessarily know if I'll read the transcript, but it's hard for 

me to imagine in a hearing that only took minutes that anything 

he made would be -- any decision he announced would be the 

equivalent of a factual finding that is binding. I mean, I 

would be more inclined to think that somebody said, they got 

this hearing going down on 16 and the judge is deciding whether 

to approve a deal that locks in this 13.5 billion. And we need 

to have a further stay, and Judge Montali will be done with it 

shortly. And he probably said, good, let's wait and see what 

he does. Period. That's probably what happened. 

MR. STAMER: Again, Your Honor, I wasn't there. I 

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haven't been --

THE COURT: I wasn't either. 

MR. STAMER: I haven't been to any of his hearings, 

but my understanding is Judge Donato is very much to the point.

THE COURT: Well, of course. 

MR. STAMER: Judge Donato is concise, and when he has 

something on his mind, he communicates it. And ultimately --

look, we'll provide -- we'll file it on the docket because I 

think it's worth the Court seeing exactly what Judge Donato 

said. The only reason we raise it, Judge, is because this game 

of chicken they're playing, there's a least a little bit of a 

safety net in front of Judge Donato, that, ultimately, we think 

that he's going to end up at 13.5, whether you approve this RSA 

or not. 

THE COURT: Yeah, but look -- okay. Let's move on. 

I'm not going to make a decision today based on what Judge 

Donato, in a fifteen-minute hearing, announced. Because, first 

of all, I don't think it was -- it was nothing more than a 

status conference. If TCC and the debtor's counsel want to 

say, yes, there's a stipulation; we got a value, that's one 

thing. But I doubt that that happened. So my job is to decide 

whether today to approve this RSA that has a -- pegs that 13.5 

million for the TCC with or without a lockup. Let me --

MR. STAMER: Your Honor, I just -- finish with one 

question. 

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THE COURT: Yes. 

MR. STAMER: And I'll rely on my papers with respect 

to why our plan, as filed, is better than the debtor's plan. 

In addition to the additional value to the TCC. 

THE COURT: But that's not a question that I'm asked 

today. 

MR. STAMER: No. I only say it because -- again, this 

is about the torts, and this is about getting them as much 

value as possible as quickly as possible. 

THE COURT: Yes, it is. 

MR. STAMER: And they're settling for less value 

because they want certainty. I only end with a question. And 

the question is: Why -- ignoring the influence that equity has 

had on these cases, what would be the harm to the debtors? 

What would be the harm to the debtors if the RSA were approved 

without -- and the subro RSA were approved without any of the 

lockup provisions? There may be damage to equity, and that's 

because equity has been using estimation as a cudgel, as a 

stick. And that's how they got, at least for the time being, 

the torts to migrate towards certainty. There is no answer to 

that question. There is no damage. 

THE COURT: But I asked the question --

MR. STAMER: Sure. 

THE COURT: -- a few weeks ago. And one my musings is 

are we going to have to deal with it anyway if there's a 

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cramdown and equity argues that you're getting overpaid if it's 

your plan. How do we -- it's the same question, isn't it? 

MR. STAMER: It's a great point. So --

THE COURT: Well, it's the same question, isn't it? 

MR. STAMER: It's a great point. And the point is if 

you were to say, I am approving the settlements, but I am not 

approving the lockups. And for whatever reason, equity goes 

off the rails. They decide to be very litigious. They are 

protected by 1129(b). And therefore, if there is overpayment 

of anyone, you don't need to deal with Judge Donato -- although 

I think we know the punchline there -- they are protected by 

1129(b) and they will have time. They will have -- we've all 

done this litigation a bunch of times. They will have the 

ability to try to establish that the torts are being overpaid; 

that somehow, other creditors are being overpaid --

THE COURT: But it still takes -- you still have to 

value the claims that are being paid in some fashion, right? 

In other words, if we --

MR. STAMER: Not if you settle them 13.5. Not if you 

approve -- if you say I agree to the RSA; I take out the 

lockup --

THE COURT: Does that -- you --

MR. STAMER: Let me take it one step further. So if, 

in fact, you were to find that the settlements -- the RSAs are 

in the best interest of the estate; they are reasonable, but 

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they're not if they have the lockup provisions, right? Our 

anticipation is the company, consistent with its fiduciary 

duty, would say, okay, we, the company, will sign on to the 

modified RSA. To not do that, to step away from these 

negotiations, to revert back to Judge Donato to try to litigate 

these issues, would be the cherry on top of a litany of 

breeches of their fiduciary duty. 

THE COURT: But you haven't answered my question. If 

I --

MR. STAMER: I'm glad I entertain. 

THE COURT: If you here at confirmation and you are 

promoting and asking me to confirm your client's plan, what do 

you when Mr. Bennett or someone on the shareholder's side says 

you're overpaid, you're violating absolute priority rule, we 

need evaluations? What are you going to do? Say well, Judge 

Donato already made the findings? Is that what you're going to 

argue? Is that what you believe has locked them in, and 

therefore, there's nothing to talk about? 

MR. STAMER: Again, regardless if it's Donato --

whether it's Judge Donato, whether it's this Court -- if you 

approve the settlement as a reasonable prospect, as above the 

lowest point in the range of reasonables -- 

THE COURT: Range of reasonables. 

MR. STAMER: Yeah. 

THE COURT: But is that a finding that is binding on 

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the equity for cramdown purposes? 

MR. STAMER: Is it a --

THE COURT: Well, is it binding? I mean, does it --

is it law -- is it something -- pick a legal term. Does it 

lock in the equity and prove as a matter of law that the 

proponent isn't underpaying equity or overpaying somebody. I 

mean, what's the consequence, vis a vis the equity? The equity 

is an impaired class under the plan, right? 

MR. STAMER: Yeah. 

THE COURT: And they're entitled to protection. So 

don't you have to do evaluation? 

MR. STAMER: Your Honor, the answer is no. I don't 

think you have to do evaluation. And fundamentally, Judge, 

equity has supported this settlement. Equity is a co-proponent 

of a plan that is proposing to settle these claims for 13.5. 

THE COURT: Okay. 

MR. STAMER: And for them to back away and say, 13.5 

is outrageous; you're overpaying them. It would be both

disingenuous and inconsistent with everything they've said up 

to this point with respect to being a co-proponent of the plan. 

THE COURT: Okay. I understand your point. Let me go 

to BOKF and then I'll see what -- and then we'll probably take 

a short break and let the debtors and the -- well, and the TCC. 

I need to hear from them. 

MR. STAMER: Thank you for the time, Your Honor. 

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THE COURT: Thank you, Mr. Stamer. 

This is the bank? You're here to speak for the bank, 

Counsel? 

MS. BROWNSTEIN: Good afternoon, Beth Brownstein from 

Arent Fox on behalf of BOKF as indenture trustee for the senior 

notes and the outstanding principal amount of 17.5 billion 

dollars. 

THE COURT: Thank you, Ms. Brownstein. 

MS. BROWNSTEIN: I'm not going to repeat what the 

other arguments were. I'm going to state the obvious, which is 

competition has been good. It is why we are here. And there 

is no reason why we should end competition now. 

I think we also all know, based on the hearing today, 

that there are significant uncertainties, execution risks, and 

legal hurdles with the debtor equity plan. I don't think 

anyone disputes that. I think the governor's letter 

articulated in detail the kinds of issues with the amended 

plan. Whether it's corporate governance, the liquidity issues, 

the ability of the proposed reorganized debtor to access the 

capital it needs to meet AB 1054. Those are all issues we all 

know exist. 

So one of the concerns we have with the very broad 

nature of the lockup is this idea that no signatory party can 

participate in the formulation of any other plan, other than 

the amended plan. But we know that the amended plan is not the 

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plan because it's not confirmable. So it is hard to understand 

how anyone benefits from that kind of broad lockup --

THE COURT: Well, isn't that taking it a little bit 

too literally? In other words --

MS. BROWNSTEIN: I don't have a --

THE COURT: -- wouldn't that be kind of an anomaly if 

I say I'm going to approve this, but by the way, the plan is 

unconfirmable, but you can't do anything to fix it? 

MS. BROWNSTEIN: I agree, Your Honor. 

THE COURT: I mean, that seems a little bit weird. 

MS. BROWNSTEIN: I actually agree, which is why --

THE COURT: But they really -- what they really lockup 

is they don't want -- they don't want Mr. Stamer's client to 

get lobbied or they don't want the voting public to be 

influenced one way or the other. That, to me, is what the real 

lockup is going on here. It doesn't mean that good lawyers 

can't fix something that needs to be fixed. 

MS. BROWNSTEIN: Well, maybe amongst each other, but 

I'm talking about the other parties who are not signatories who 

are affected by the plan. So for example --

THE COURT: But legally, your client is not affected 

by it. You client is unimpaired, right? 

MS. BROWNSTEIN: Well, I think we have -- that issue 

is out there whether or not we're unimpaired. 

THE COURT: The -- well --

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MS. BROWNSTEIN: And the debtor's ability, I know -- 

THE COURT: Wait a minute. Excuse me. 

MS. BROWNSTEIN: Sorry. Go ahead. 

THE COURT: How is it out there? Where are you 

impaired? Not being paid post-petition interest or if you deny 

it -- and I haven't made a ruling yet --

MS. BROWNSTEIN: Right. 

THE COURT: -- that's not impairment in a legal sense. 

And same with the keepwells. I mean, what are you impaired as 

a legal matter? 

MS. BROWNSTEIN: Well, I think we've argued that the 

proposed treatment actually renders us impaired. But I won't 

address the impairment or the unimpairment --

THE COURT: Okay. 

MS. BROWNSTEIN: -- which I know are for another day. 

THE COURT: Okay. 

MS. BROWNSTEIN: But for example, if our notes are 

reinstated, right, the noteholders will be a very significant 

creditor going forward of the debtors and obviously have an

interest in ensuring that there's long-term viability of the 

debtors --

THE COURT: And --

MS. BROWNSTEIN: -- as all creditors. 

THE COURT: -- as I said before, you may not be 

voting, but you have a right to object and raise these are 

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delay arguments all you want, right? 

MS. BROWNSTEIN: Absolutely. 

THE COURT: Okay. 

MS. BROWNSTEIN: So I'm just reading the -- I didn't 

write the RSA, so I'm just reading the words, which says, "They 

shall not participate in the formulation of any restructuring 

that's not the amended plan." So I'm just reading what I see, 

and from what I see, that provision, in addition to all the 

other anti-competitive provisions, are problematic from our 

prospective. 

So you had asked about the lockup, so I just wanted to 

raise that one issue, which hadn't been raised for Your Honor. 

THE COURT: Okay. It strikes me that that can't 

possibly operate against proponents. So they can't fix 

something that needs to be fixed, nor can it operate against 

parties who -- individual creditors that say there's a problem. 

Like take the Adventist interest of the billion dollars. If 

their counsel says, look, there's a problem here; we need to do 

this or that or the other thing. I don't think that we're 

violating -- anybody's violating any lockup by fixing things in 

that way. 

MS. BROWNSTEIN: And so I guess my question -- so 

would mediation continue and negotiations continue where other 

parties -- they would be able to engage with noteholders, in 

terms of formulating a confirmable plan with a global 

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resolution --

THE COURT: Well, I don't know. If I --

MS. BROWNSTEIN: -- or is that off the table, based on 

the finding? 

THE COURT: I haven't really thought about that. 

MS. BROWNSTEIN: Yeah. 

THE COURT: If I approve this agreement as is, I guess 

the lockups are what they are until people come up with a way. 

Come on; that wasn't what we meant. If I don't approve the 

lockup, then obviously it's not an issue. 

MS. BROWNSTEIN: Right. Thank you. 

THE COURT: Okay. 

MS. BROWNSTEIN: I just want to point out that this 

side of the room, obviously, it wants to be involved to 

continue mediation and continue the formulation of a potential 

global resolution. We would hope that these lockup provisions 

don't preclude that. 

THE COURT: Okay. Thank you, Ms. Brownstein. 

MS. BROWNSTEIN: Thank you, Your Honor. 

THE COURT: I'm going to take a break for everyone's 

convenience for a few minutes. Oh, unless, Ms. Mitchell, do 

you want to --

MS. MITCHELL: I did. 

THE COURT: -- say something now. Because what I was 

going to say is I want to hear from the governor's office and 

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also the TCC and then I'm going to let the proponent -- the 

debtor's side say what they want to say. I don't mean to cut 

off the City of San Jose or Mr. Abrams, and I'll acknowledge 

either of them for a moment. I just want to take a break for 

everyone's convenience. 

So Ms. Mitchell -- but your role is --

MS. MITCHELL: No. I'm happy to go --

THE COURT: -- important here. 

MS. MITCHELL: I'm happy to go after because I think 

it might be better. 

THE COURT: Okay. The gentleman who was standing up, 

were you here for the City of San Jose? 

MR. ABRAMS: Sorry. Mr. Abrams, I --

THE COURT: Oh, Mr. Abrams. Okay. Mr. Abrams, yeah, 

go ahead if you want to make a brief statement. I mean, I -- 

MR. ABRAMS: Sure. 

THE COURT: A lot of your arguments really aren't 

something that I can deal with today. You don't want the 

governmental agencies participating with the tort claimants, 

and that's really not for today's --

MR. ABRAMS: Sure. 

THE COURT: -- discussion. And you don't like the 

corporate structure. That's not for today either. 

MR. ABRAMS: Sure. 

THE COURT: The governor's got that on his plate. His 

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counsel does. And it's something that might very well be dealt 

with at confirmation. And similarly, the treatment of the Tubb 

Fire victims versus someone else. Those all seem to be 

important issues, but not relevant to today's issues. So just 

tell me what today is for. 

MR. ABRAMS: Yes. Thank you, Your Honor. My name is 

Will Abrams. I am a Tubbs Fire survivor, which brings me to 

this court. And I'm here; I'm sort of independent of the TCC 

because I'm concerned that what is before us in the RSA is 

leaning towards and expedient plan, but not an effective plan. 

And so I wanted to put forward some things relevant to the RSA. 

THE COURT: But I don't want you to turn this into an 

argument about confirmation. 

MR. ABRAMS: No, no, no. 

THE COURT: If you have a theory that approving the 

RSA is -- will, itself, be detrimental to the plan process, 

I'll listen to you. But beyond that, I don't want to turn it 

into something that isn't on the table here today. 

MR. ABRAMS: Understood. 

THE COURT: Go ahead. 

MR. ABRAMS: And I appreciate the process as I learn 

it as I go here. But what concerns me is the time element of 

this, right? So AB 1054 is there, June 30th, got to get it 

done. If we're down the road and June 30th is approaching and 

we have an uneffective (sic) plan, but we need to take some 

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expedient shortcuts, that's a concern for me. 

As I look at the RSA, one of the things that strikes 

me as I look at how it should be reviewed, is that it needs to 

show signs of restructuring. And there's nothing in the RSA 

that points to --

THE COURT: Isn't that exactly what the governor's 

letter says? Doesn't the governor's letter -- did you read the 

governor's letter? 

MR. ABRAMS: I read the governor's letter, and --

THE COURT: It says, get your act together at the 

corporate level. And --

MR. ABRAMS: Absolutely, Your Honor. Yes. 

THE COURT: And I'm not doing that today, okay? 

MR. ABRAMS: Absolutely. But --

THE COURT: So listen, Mr. Abrams, I don't mean to be 

impatient with you. These are complicated. But if Mr. 

Karotkin stood up and said, guess what, there's been a hundred 

percent change of the board, so would you please approve the 

RSA? I'd say, it doesn't matter if the board changed or not, 

the RSA has to be tested on its own merits, not who the 

corporate officers are --

MR. ABRAMS: I'll leave that -- 

THE COURT: -- running the show, okay? 

MR. ABRAMS: I'll leave that alone. You know, I have 

concerns that that is not going to take place, but I'll leave 

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that alone. 

The other point here, which I think is the business 

judgment. Part of what needs to be in here is to show sound 

business judgment. And so what I don't see in this RSA is 

sound business judgment. This is more of the same. This is 

not changing anything and expecting things to be different. 

That is not --

THE COURT: Mr. Abrams -- Mr. Abrams --

MR. ABRAMS: That is not --

THE COURT: -- the committee that represents you in a 

representative capacity has --

MR. ABRAMS: They don't. 

THE COURT: I know they don't individually. 

MR. ABRAMS: Yes. 

THE COURT: And you have a right to be heard. I'm not 

denying that. That committee, represented with experienced 

counsel and experienced advisors, have recommended a proposal 

that creates this 13.5-billion-dollar fund to compensate people 

such as you. 

MR. ABRAMS: Yes. 

THE COURT: And if you don't like that treatment, you 

have a right to be heard. But that doesn't go to the question 

of whether I disapprove this particular RSA. Remember what the 

letters RSA stand for. Restructuring Support Agreement. 

MR. ABRAMS: And that's why I didn't see any 

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restructuring in it, which is why I was concerned. 

The last point I will make -- or actually two last 

points if I can is one, that -- part of this is, does it have a 

reasonable chance of success? So I thought that that was part 

of what needs to be looked at here. And again, if it's just 

looked at from that standpoint, it does to me appear that it's 

heading in the opposite direction from that. So I'm concerned, 

and I think it should be a concern of the Court. 

THE COURT: Well, you stated in your paper that there 

were corporate structure issues and climate risks. And again, 

we all want the climate risk to be resolved, but those aren't 

things that I have any say about today, so it --

MR. ABRAMS: It's just directional. I'm not saying it 

needs -- 

THE COURT: Okay. 

MR. ABRAMS: -- to be solved today, but if they're 

headed in this direction, and the right prudent path, as a 

reasonable manager is in that direction, then this is going in 

the wrong direction --

THE COURT: Okay. 

MR. ABRAMS: -- and that, to me, means it shouldn't be 

approved. 

THE COURT: Okay. 

MR. ABRAMS: And one last point I would say as has 

been brought up before, competition is a good thing for 

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wildfire survivors. This one-billion-dollar number that was 

discussed that is unknown to wildfire survivors is part of the 

problem. 

THE COURT: Which billion do you mean? 

MR. ABRAMS: So part of what was -- I heard these --

THE COURT: You mean the Butte County settlement? 

MR. ABRAMS: No. What I heard being said is that the 

opposing plan comes forward with a better package for wildfire 

survivors, but they will never see it. They will never know it 

exists because they're only being represented by the TCC; can't 

dig into the plans. The attorneys from the TCC have to 

represent that this is the best thing since sliced bread. And 

that will give the wildfire survivors very little information 

to make a very complicated decision. And I think short of 

having a disclosure statement that has all sorts of bells and 

whistles that do not lead to a good result, I think that this 

is a -- leaves them impaired, which is why I'm --

THE COURT: Okay. I'm going to stop you by telling 

you this is not approval of a disclosure statement, okay? 

MR. ABRAMS: I understand, but my -- I understand. 

But again, so the RSA itself and the fact that there's no 

competition associated with the RSA, I think leaves wildfire 

survivors impaired down the line. 

THE COURT: Okay. 

MR. ABRAMS: And the fact that this needs to be in the 

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direction of a reasonably approved plan, I think is a problem. 

THE COURT: Okay. Mr. Abrams, thank you very much for 

your comments. 

MR. ABRAMS: Thank you. I appreciate it. 

THE COURT: Does the City of San Jose wish to be 

heard -- it's representative? 

MS. CECIL: Your Honor, Jennifer Cecil, on behalf of 

the City. 

THE COURT: I need you at the microphone. And then 

I'm going to take a break, after I hear from you, ma'am. So 

just state you name again, please. 

MS. CECIL: Yes, Your Honor. Jennifer Cecil on behalf 

of the City of San Jose. We had one question that we had put 

in our statement relating to how the aggregate fire victim 

consideration was being calculated, but in the amendment that 

was filed last night, that appears to have been addressed. So 

we just reserve our rights at this point as to the 

confirmation. 

THE COURT: Okay. Thank you, Ms. Cecil. 

MS. CECIL: Thank you. 

THE COURT: All right. I'm going to take a fifteenminute break, and then I'd like to hear from the TCC and then 

the opponents to the plan. 

(Recess from 3:15 p.m., until 3:35 p.m.)

THE CLERK: All rise.

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THE COURT: Please be seated, everyone.

Ms. Dumas, are you going to do the honors, or Mr. 

Julian? 

MR. JULIAN: Both.

MS. DUMAS: I'll start it. I'll start us off.

THE COURT: Okay.

MS. DUMAS: Good afternoon, Your Honor. Cecily Dumas, 

Baker Hostetler, on behalf of the official committee of tort 

claimants. Thank you for the opportunity to address the Court 

as the non-planned proponent party to this RSA. 

The first thing I'd like to clarify, Your Honor, is 

that this process of the tort claimants' committee, as well as 

the legal representatives of over seventy percent of tort 

claimants, was not a process undertaken lightly.

We were sincere when we came to the Court before you, 

a couple of months ago and asked you to lift exclusivity in 

order that a competing plan be permitted to go forward. We 

understand the -- we believe we understand the economic terms 

of a competing plan. We believe we understand what the 

creditor plan offers tort claimants. We believe that we 

understand the governor's explanation of the current 

infirmities of the debtors' plan, as well as the governor's 

current belief that the bondholder plan fails to comply with AB 

1054 at the moment.

The TCC has no incentive whatsoever, nor do the 

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consenting fire claimant professionals have any incentive, to 

agree to anything other than the best treatment of all tort 

claimants that can be achieved under complex circumstances. So 

I want to make sure that everyone understands, including those 

laypeople to the extent I can explain in those lay terms, that 

we took into account a lot of different things that laypeople 

may not understand when we reached our decision to enter into 

an RSA with the debtors. 

We understand that the sponsors of the bondholder plan 

are well-capitalized, sophisticated financial institutions. We 

understand that the ideal terms of an agreement may not include 

stock. We would have loved to get cash in an amount adequate 

to address tort claims, as of the effective date.

Based on this case, the amount of cash this debtor in 

possession could conceivably raise, the existence of the 

subrogation settlement that preceded the TCC settlement, which 

took eleven million in cash, and this Court has heard and all 

of us have debated again and again and again the wisdom of the 

debtors having put all cash in front of the subrogation claim 

holders and not the tort claimants; we have not missed any of 

these points. We have taken them into consideration, along 

with other considerations that are not economic, not purely 

economic.

We understand, because we are in this business, that 

this case is an extremely complicated case, that Your Honor is 

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being asked to confirm in seventeen months from the petition 

date, a mass tort case that has -- it's never been done before, 

and we truly appreciate and respect Your Honor's diligent 

efforts to do so.

AB 1054 provides benefits to the three major investorowned utilities that the State of California made available to

PG&E only if it emerges from bankruptcy by June 30, 2020. So 

we were operating within those constraints of trying to get 

this done promptly, to have reorganized PG&E have availability 

to a substantial fund. 

We are also extremely cognizant of the fact that some 

of the victims, some of the tort claimants, have been waiting 

for payment from losses incurred as early as 2015. And as we 

saw from the Ghost Ship claimants, 2016, but particularly the 

wildfire claimants of 2017 and in particular 2018, those 

claimants, those victims who we've come into court and the 

Court has acknowledged, still have temporary housing and need 

money. So we understand that people need to start rebuilding 

their lives, and in order to do that, they need some money 

available, made available from this bankruptcy case, to get in 

their pockets as expeditiously as we can accomplish that.

As part of that and something that is -- those goals, 

and something that is not immediately comprehensible to 

laypeople, is the concept of a fair and equitable plan, and 

that the equity security holders have rights in this case, and 

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that it was our considered conclusion in reaching this RSA that 

the time in which we would love to achieve confirmation and 

payment is easier with a debtor-sponsored plan. It's not to 

say anything criticizing the creditor plan. We are, at the 

moment, coproponents of a creditor plan. But we understand 

that one of the facts of life is that it is very difficult for 

a creditor plan to get through contested confirmation, 

contested by equity security holders, and a regulatory process 

in the time frame we all have.

As I said in my comments this morning, we are in an 

imperfect world, an imperfect world in which I and my 

colleagues, who represent TCC members, we're not alone. When 

we engaged in settlement discussions with the equity security 

holders and the debtor, there were lawyers in the room who, as 

I said this morning, represent the vast majority of TCC, the 

tort claimants. They not only represent personal injury 

claimants but, to correct Ms. Winthrop's comments this morning, 

they represent parties with substantial property damages 

claims, in the aggregate in excess of Adventist property damage 

claims. 

We think that in view of the participation of numerous 

law firms who represent thousands of clients, to whom they owe 

their individual fiduciary duties, signing onto this, whether 

or not the TCC signed, I mean, we fortunately were able to 

stick together, but these law firms, which represent in the 

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tens of thousands of claimants, could have carried the tort 

claim vote without the TCC's recommendation of this RSA. As I 

said, we didn't want to do it that way, and fortunately we were 

able to all jointly reach, after difficult discussions, an 

agreement with the debtor and the equity security holders that 

satisfied the requirements of thousands of individually 

represented tort claimants, and the fiduciaries to all tort 

claimants, the TCC.

This has not been an easy process. It has not been 

one in which we didn't think of any of the concerns that have 

been raised by various parties who came to the podium today. 

And with respect to those parties who made those observations, 

we agree completely. We would prefer not to have stock.

Some of the -- actually, some of the individual 

victims believe that they will be distributed stock, so we've 

been backpedaling saying, no, the trust will be distributed 

stock, but that stock will be liquidated -- and hopefully at a 

gain, not a loss -- and be deposited in the resolution trust 

for the cash distributions to victims.

We are, unfortunately, having worked around the clock 

for several weeks now, not able today to present the Court and 

the parties with what that resolution trust looks like, what 

the procedures for payments of individual claimants may look 

like, and they are dying to know. We know our work isn't done. 

We have endeavored to commit in the RSA to have, by January 

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20th, the resolution trust agreement, and the claim procedures. 

All I can say now is that, based on my own personal 

involvement in that process and the involvement of the other 

lawyers who are engaged in it, it is intended to be 

transparent, it is intended to be consistent, nobody is going 

to be left out, claims will be evaluated by the resolution 

trustee, professionals on behalf of the resolution trustee, so 

that claimants are treated fairly and consistently. And we 

hope, as best as our damages experts have been able to tell us, 

the TCC, that we hope that we will be able to satisfy victim 

claims from that trust. 

We hope that we will not have a shortfall. We've done 

our best to negotiate the best number we can, with the belief 

that it will not result in a shortfall. So --

THE COURT: So it's just predicting an outcome that 

might have been predicted, or might have been an outcome with a 

formal estimation trial, and a summation has to cover all those 

claims --

MS. DUMAS: Yes, sir.

THE COURT: -- not just the victims' claims.

MS. DUMAS: Yes, sir. And we thank the Court for 

extending the bar date for those individuals who were unable to 

participate, but we've drawn data and we've drawn conclusions 

from the claims that are in the system, and we remain 

cautiously optimistic, with no promises, but cautiously 

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optimistic. 

And I'm going to stop right here to -- Mr. Julian is 

going to reserve just a minute on the assigned causes of action 

because they think those --

THE COURT: But I need one of you, one of the two of 

you, to talk to the question of the lockup, and --

MS. DUMAS: That's going to me.

THE COURT: -- and the switching over for the --

MS. DUMAS: Yeah. That's going to me.

THE COURT: Last month, you were opposed to the lockup 

on the other side, right? 

MS. DUMAS: Yeah. We --

THE COURT: Go for it. 

MS. DUMAS: We are nothing if not self-interested in 

this process, Your Honor. We understand where the bond holders 

are coming from. But I will reserve one minute for Mr. Julian 

to address the assigned claims, and then --

THE COURT: I'm not --

MS. DUMAS: -- I'm going to come to the meat of the 

coconut.

THE COURT: -- I'm not going to give him a time limit. 

I'm going to let him have as much time as he wants, but do 

you --

MS. DUMAS: Thank you, sir.

THE COURT: -- do you want to pass to him now? Do you 

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want him to go to that coconut?

MS. DUMAS: No. I'm going to finish up --

THE COURT: Okay.

MS. DUMAS: -- on really what the Court wants to 

understand, what the UCC wants to understand, what the bond 

holders want to understand, which is why we had a joint plan, 

which we believed, sincerely, had beneficial economics for tort 

claimants, and why, having done that just two months ago, are 

we switching over to support a debtor plan.

One of the reasons is one I've already described, 

which is in practicalities, a debtor plan is going to be easier 

to get to a faster confirmation. That's not the only reason. 

We believe that, based on the improvements of the 

value of the proposal coming from the debtors and the equity 

security holders, together with the uncertainties associated 

with the bond holder proposal, that this is the -- we are 

fulfilling our fiduciary duties at this point in time by 

signing on to an integrated contract with the debtors and the 

equity security holders, recognizing that it is an integrated 

contract that includes provisions that require the TCC and the 

signing law firms to agree to support this plan.

Now, why do I say that? For one reason, I think we 

are taking our cues in this case, in part, from the parties who 

will be before you, giving you their best estimate as to 

whether this plan is confirmable within the requirements of the 

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State of California.

THE COURT: You mean at a confirmation hearing, or --

MS. DUMAS: Yes. --

THE COURT: -- disclosure statement hearing?

MS. DUMAS: We believe that the California Public 

Utilities Commission bankruptcy OII process, as supervised or 

monitored by the governor's office, is a process which we trust 

will bring the debtors' plan to the point of improvement, based 

on what we know today, that will allow the Court to confirm a 

plan that is sponsored by the debtors. It may not be this 

plan, and as you said before the break, there's nothing that 

prevents the debtors from improving or modifying this plan, if 

it's required by the regulators and the governor's office, to 

comply with state law.

THE COURT: So the lockup doesn't gag you, or --

MS. DUMAS: So the lockup --

THE COURT: -- the folks on the debtors' side, right?

MS. DUMAS: -- the lockup is part of an integrated 

agreement, Your Honor.

THE COURT: Right. But it doesn't --

MS. DUMAS: They gave stuff up --

THE COURT: -- it doesn't prevent you and your 

colleagues on that table from sitting with those folks on the 

debtors' side and improving the plan.

MS. DUMAS: I think that we are not adverse to, 

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really, the guidance of the parties whose responsibility it is 

to the State of California, to have this debtor emerge 

financially, and financially capable, and having the governance 

integrity that the governor is demanding. 

And Your Honor, I had the pleasure of meeting him in 

Sacramento. I was summoned to a meeting. He didn't know I was 

there, but that doesn't matter. 

THE COURT: How do you know?

MS. DUMAS: He's an impressive guy.

THE COURT: How do you know he didn't know?

MS. DUMAS: Well, I don't stand out in a crowd, Your 

Honor.

But he is, as in words that I'm not inventing myself, 

I've been told this, he is all-in. This is not a -- as his 

papers indicate, this is not a rubber stamp. It is up to 

parties who have the overall interests of the State of 

California in this reorganization, the debtors' fiduciary 

duties to proceed forward. 

And there may be a point in time at which the 

financial holders who are outside the process get invited into 

the process. There may be a point in time in the future where 

the bond holders get married into the equity plan. There may 

be, as the Court suggested, a time in the future, I hope not, 

that the debtors' plan falls over and the bond holders' plan is 

left standing. But based on what we know now, based on what 

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we've been able to tell from the regulators, the governor's 

office, and all the circumstances that we are aware of right 

now, with what we're facing in the next couple of months --

Tubbs trial on January 7th, the estimation starting in 

February, and the June 30 looming deadline -- the TCC and the 

consenting fire claimant professionals have elected to enter 

into this RSA with what we believe to be the best application 

of our fiduciary duty we can apply as of today. So we --

THE COURT: So -- so what do you say about the lockup? 

The challenge to the lockup, and particularly the -- I was just 

looking for my version of the governor's letter, his -- the 

last sentence in his letter seems to suggest that the lockup is 

still on his mind.

MS. DUMAS: Yes, he does. And Your Honor may take the 

objections of the governor and the official committee of 

unsecured creditors and the bond holders and strike the lockup. 

I believe we would be back at square one. I think the debtor 

and the equity security holders can tell you where they would 

come out on that.

THE COURT: But I need to know what your clients --

MS. DUMAS: We went into the agreement --

THE COURT: -- your clients want that lockup.

MS. DUMAS: -- knowing there is a lockup.

THE COURT: So you're good colleague, Mr. Julian, who 

you're going to make him get up in a minute, he was fighting 

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against the lockup when I was considering the subro plan. 

What --

MS. DUMAS: Yes. Well, I was raising my voice to you 

two months ago, asking you to terminate exclusivity.

THE COURT: Right.

MS. DUMAS: So --

THE COURT: And I did.

MS. DUMAS: And we appreciate it. And it helped us 

get where we are. But we negotiated these terms. These terms 

include a lockup. It's an integrated deal. We understand 

that.

THE COURT: But let's back up for a minute and not 

talk about the sophisticated bankruptcy professionals that 

you've been working with and the nonbankruptcy but 

sophisticated professionals, the plaintiffs' lawyers and so on, 

and let's switch topics to the fire victim out there in 

Paradise, California, or somewhere else. And leave aside just 

that one little difference about do you get stock or money.

From the victims' point of view, which plan -- why 

does it matter which plan? The same amount of money, the same 

fund, the same damage claim that that person suffers, the same 

matrix and mediation process will hopefully crank out for that 

victim a check. What difference does it make if we lock up one 

alternative? Not completely. It's not as though we literally 

lock it up, but at least lock up the ability of the lawyers 

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that you're working with to explain and perhaps recommend a 

vote for both plans? Why is that a good thing rather than a 

bad thing?

MS. DUMAS: Oh, that's certainly a good question, and 

one in which I, personally, have had dozens if not hundreds of 

conversations with individuals about that very topic. We think 

it's a false comparison. We don't think there's a apples to 

apples comparison between a plan proposed by the debtors and a 

plan proposed by creditors, especially when you have an 

impaired class that has made it known that they will challenge 

that. And the elimination of the Tubbs trial and estimation is 

of great value because it enables this case to move through 

Chapter 11 more quickly. There is more certainty with the 

debtor plan.

Now, we have heard that there is a second plan, which 

we -- should be considered apples to apples, but respectfully, 

with the way that we analyzed the entire bankruptcy situation, 

we don't believe that, presently, to be the case.

THE COURT: Well, I'm sorry, you're talking about a 

third plan?

MS. DUMAS: No, no, no. I'm talking about -- we don't 

believe they're -- that a debtor plan and a creditor plan are 

not apples to apples --

THE COURT: Okay.

MS. DUMAS: -- routes for tort claimants.

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THE COURT: But why is that so? Again, visualize 

you're explaining this to a victim, and the victim says I've 

got Mr. Stamer's plan, and I've got Mr. Karotkin's plan, or 

whoever wants to take the credit for it, which one shall I 

pick? Why wouldn't you say pick them both? They have the same 

result for you. Unless you want to do like Mr. Abrams did and 

complain about the corporate structure, which he's entitled to 

do. And somebody else might just hate PG&E, they'd be happy to 

get rid of all of them, and that's -- I can understand that, 

too. But in terms of what a victim gets by way of recovery, 

why does it matter? In other words, why does it matter such 

that I have to ignore the official creditors' committee -- now, 

and I'm not ignoring Mr. Stamer.

MS. DUMAS: No, no, no. I understand.

THE COURT: But the official creditors' committee has, 

from day one, played sort of a middle-of-the-road player here, 

and Mr. Bray couldn't have been more emphatic about what he 

worries about.

MS. DUMAS: Um-hum.

THE COURT: Why shouldn't I worry about that and at 

least make sure that the choices stay as open as possible?

MS. DUMAS: I believe that, in a general sense, 

competition, or strengthening -- I prefer to refer to it as 

strengthening -- reorganized PG&E is a good thing. When 

somebody asks me why don't we vote for a creditor plan as 

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opposed to a debtor plan, I say, would you like to be paid in 

two to three years, without the benefit of AB 1054, after a 

contested confirmation, or would you like to try to get through 

with the same or similar terms?

THE COURT: But why -- the same AB 1054 applies 

regardless of who the sponsor of the plan is. And if Mr. 

Stamer and his group can't satisfy AB 1054, they won't even get 

invited to try to convince me. So why would their plan take 

two more years to get your constituents their money?

MS. DUMAS: Because I don't think --

THE COURT: Excuse me. Because of the lockup.

MS. DUMAS: Yeah, yeah.

THE COURT: In other words, lock it --

MS. DUMAS: So --

THE COURT: -- relate the lockup to --

MS. DUMAS: Yes.

THE COURT: -- what might follow from that.

MS. DUMAS: So I will defer to counsel for the debtor. 

My belief is that when he comes to the podium, he will tell you 

that this RSA will evaporate without all the integrated terms. 

So we will not -- my belief is that we will not have an RSA 

with the debtors in equity if the lockup is removed.

THE COURT: They're not playing chicken?

MS. DUMAS: I don't think they're playing chicken, 

Your Honor.

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THE COURT: With you or me, either one of us.

MS. DUMAS: I don't know that they --

THE COURT: Okay. Again, I don't want you to --

MS. DUMAS: -- they shouldn't play chicken with you --

THE COURT: I don't want --

MS. DUMAS: -- but they may be playing chicken with 

me --

THE COURT: I don't want you to reveal --

MS. DUMAS: -- but I don't want to take that risk.

THE COURT: I don't you to reveal confidences, 

obviously, but am I supposed to really think that might happen? 

I mean, really? Do you think that I have -- I'm supposed to 

think that is what will happen?

MS. DUMAS: I think --

THE COURT: I mean, all we're talking about, I 

think -- again, I'll oversimplify to illustrate the point --

we're just saying if I say no lockup, of course Mr. Bennett and 

his clients, and Mr. Karotkin, they can all fold their tents 

and say see you later, and go back up to Judge Donato and say, 

when do we start the estimation trial? But they might also 

say, let's just go with our plan and sell the more attractive 

plan, and the plan that people will vote for.

So why should I just -- why should I close the option 

of a fallback, in case the debtors' plan runs aground, for 

whatever reason?

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MS. DUMAS: The way we addressed that answer to that 

question in the agreement itself, is through the fiduciary out 

of the TCC. So the TCC, if it believes that there is a 

superior -- paragraph 17 -- if it believes that a superior plan 

develops, if Ms. Mitchell stands up now and says I've just 

talked to my client, and the bond holder plan is AB 1054 

compliant, the TCC has a fiduciary out from this RSA.

THE COURT: Which one? Tell me again, that --

MS. DUMAS: I'm sorry, Your Honor. 

THE COURT: Paragraph 19?

MS. DUMAS: Paragraph 17.

THE COURT: 17, yeah. I think it's one that got --

changed its number slightly, right?

MS. DUMAS: Oh, I'm sorry. 19.

THE COURT: 19.

MS. DUMAS: Yes. I apologize, it did get -- it's 

paragraph 19, page 14 --

THE COURT: Yeah, no.

MS. DUMAS: -- of the RSA.

THE COURT: I saw that in there, but you know -- so 

again, tell me in layman's terms what does that mean? Because 

I know what fiduciary duty means, but why is it a safety valve 

if something goes wrong here?

MS. DUMAS: It's our best judgment today that -- in 

our fiduciary obligations to all the tort claimants, it's our 

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best judgment today that we can actually realize those payments 

under a plan that complies with AB 1054's timing requirements, 

through the debtors' plan. That is our best judgment today. 

That is why the last sentence appears in that. That is why, 

notwithstanding the fact that the governor is sending nasty 

grams to PG&E every few days, we have not lost hope that the 

debtor will be able to -- as it advises us, it will be able to 

improve the plan to a point where it is AB 1054 compliant and 

can be confirmed.

If it does not, and again, we're taking our guidance 

from the state regulators and the governor of the state, who 

oversee this process -- if it does not, then we are no longer 

bound by this agreement, if we receive clear indications that 

the bond holder plan is the only plan that can go forward.

THE COURT: So let's suppose that you have some event 

that persuades you -- and again, I'll personalize it for you --

MS. DUMAS: Sure.

THE COURT: -- because I'm talking to you, but the 

committee -- the committee believes that it's no longer in its 

fiduciary -- consistent with its fiduciary duties to advocate 

the debtors' plan. Does that suddenly free you from any 

lockup, and you can call up Mr. Stamer and say, sorry to have 

dumped you back in December, but we'd like to get back into the 

deal again; is that what you're saying?

MS. DUMAS: Yes, I believe it does. And that would 

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have to be -- and we would do that advisedly, if circumstances 

occurred that -- they would have to be material, such as the 

commitment letters fall out. I mean, something could happen in 

the future --

THE COURT: Yeah. I'm talking about something that --

MS. DUMAS: -- but we're talking about --

THE COURT: -- something that any experienced 

bankruptcy lawyer would say, that plan is not confirmable. 

Whether it's 1054 or just some bankruptcy code provision.

MS. DUMAS: Yes.

THE COURT: Right?

MS. DUMAS: Yes. We believe that enables us. And the 

way we would handle it is we would go to the debtor first, and 

we would say, we believe that X, Y, Z event has triggered the 

TCC's obligation, its fiduciary obligation, to rereview the 

circumstances based on these events which have transpired after 

the entry of the RSA.

THE COURT: Okay. So I'm going to go back to the 

question that you answered a moment ago. You said that maybe 

the ad hoc bond holders' plan would take longer, but let's 

assume that they, along with the debtor, both get disclosure 

statement approval and they both go out for solicitation and 

vote. Why do you think that payment, under their version, if 

that plan were confirmed, would be delayed? Leaving aside 

appeals, because appeals are always going to be an issue, and 

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we know how to deal with appeals sometimes, but why would there 

be a different timing?

MS. DUMAS: Yeah. I think that the answer to that, 

and I may have said it less clearly than I could have, I think 

that if this goes away, which I think it would, without a 

lockup, then I don't think there's 13.5 on the table from the 

debtors and the equity security holders. I think they have 

agreed to that number, notwithstanding whatever I'm told was 

said upstairs, I think they have agreed to that number based on 

this integrated agreement.

THE COURT: Is there 13.5 on the table from the bond 

holders?

MS. DUMAS: Yes, it is.

THE COURT: Nothing wrong with that. Same 13.5.

MS. DUMAS: Nothing wrong with that, except that the 

equity security holders have a right to be heard --

THE COURT: They do.

MS. DUMAS: -- and they have a right to contest 

confirmation, and they have a right to require the parties, I 

believe, to go through the estimation proceedings.

THE COURT: So you agree that -- I raised the question 

before, and I think I talked about it earlier, leaving aside 

whatever Judge Donato may have meant, and if that is not 

relevant, then the bond holder -- I mean, excuse me, the equity 

holders -- have a right to make sure there's not an unfair 

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valuation that overpays the tort claimants, right?

MS. DUMAS: I believe that is correct, Your Honor. 

And I believe that bond holders' counsel will confirm that, and 

I believe that the debtors also interpret the agreement in the 

manner I've suggested, which is, if this integrated agreement 

isn't approved, our deal is off the table, the 13-5 is off the 

table, we're back with the grouchy Honorable Randall Newsome, 

trying to get us into mediation again.

THE COURT: Is that with an E?

MS. DUMAS: And he's tough.

THE COURT: Is there an E on his name there?

MS. DUMAS: No, no. The one without an E is never 

grouchy, but the one with an E is consistently grouchy because 

he's trying to get a deal done.

THE COURT: He's right behind you. You better be 

careful what you say.

MS. DUMAS: No, I know he's here. I greeted him. And 

we had many, many difficult hours together.

We stand by this RSA, Your Honor. I understand you 

want to turn over every rock to see if there's anything that 

could be done differently, and you may say --

THE COURT: No, no.

MS. DUMAS: -- I won't approve this with the lockup, 

and we're cognizant of that.

THE COURT: Right. But I have to figure out if that's 

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a risk that is worth taking from my point of view, and we have 

the anomaly again of the notion that -- I don't think we've 

heard a single person today really say it's a bad settlement. 

In fact, you'll recall that -- I believe it was Mr. Bray, 

again, said why don't we just carve out and set aside this 

lockup stuff and turn this into a 9019 motion both ways, and I 

say done deal? Lockup -- 13.5 is good for the goose and good 

for the gander, and we're done with that issue.

MS. DUMAS: We would absolutely be thrilled with sauce 

for the goose is sauce for the -- we would love to have this 

13.5 chiseled in stone or etched in your podium. We would love 

to be able to do nothing more than leave the stage in this case 

knowing that we have secured this number for the victims.

THE COURT: Okay.

MS. DUMAS: Thank you, Your Honor.

THE COURT: Thank you, Ms. Dumas. 

Mr. Julian, your partner gave you one minute; I'll 

give you more time, if you want.

MR. JULIAN: I think it's better to have Mr. Pitre go 

first.

THE COURT: Oh, Mr. Pitre? Okay.

MR. PITRE: Thank you, Your Honor.

MR. JULIAN: Stay on the same subject.

MR. PITRE: Frank Pitre.

THE COURT: Mr. Pitre, I didn't know I was going to 

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hear from you today.

MR. PITRE: I will try to brief, but I --

MS. DUMAS: Take your time.

MR. PITRE: -- I do -- I do think it's important on 

this last issue about the lockup and the agreement between the 

tort victims.

THE COURT: Between the tort victims' lawyers.

MR. PITRE: Correct.

THE COURT: I don't want to diss the lawyers, but it 

is the lawyers who made the agreement.

MR. PITRE: That is correct.

THE COURT: Okay.

MR. PITRE: Consistent with our fiduciary obligations 

to our clients, there was a group of lawyers, not just me --

THE COURT: No, I know.

MR. PITRE: -- but Mike Kelly, Steve Campora, Amanda 

Riddle, Dario de Ghetaldi, Mikal Watts, Jerry Singleton, 

individuals with vast experience in these cases, who came 

together. 

And I must tell you, Judge Newsome is no wilted 

flower, that's for sure. And he made it very clear --

THE COURT: I sent out the A team, you know.

MR. PITRE: You did. And we got the A team, and we 

got an education in bankruptcy.

THE COURT: Where do you think he learned it?

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MR. PITRE: Well, I'll let him answer that. But I 

will tell you that those were very difficult negotiations, and 

there were a lot of factors that we had to take into account. 

And although I've had my disagreements with Bruce Bennett, one 

of the things I will say about him, is he is a very worthy 

advocate. 

And this issue of a lockup was a very tough issue to 

deal with. We went back and forth, yelled and screamed, and 

did everything that one can do to test, to use Your Honor's 

words, was this playing chicken? Well, I can tell you without 

any uncertainty, this was not chicken. This deal was not going 

forward without a lockup. And he can confirm that one way or 

the other, and so can Judge Newsome.

THE COURT: No, I don't want -- certainly don't want 

Judge Newsome to say one word.

MR. PITRE: Well, I'm just saying this was an 

immovable object. And the other thing that was immovable is 

that without that provision, we were going to trial on Tubbs. 

And Mr. Orsini was well aware of that and told us. And we 

said, in no uncertain terms that we either had a deal where 

Tubbs was going to be resolved as part of this, or not, because 

if we had to go through a Tubbs trial and go through all of the 

expense, the anxiety, all of the uncertainties, one way or the 

other -- this was a case where it was a lose-lose, no matter 

who won. And I mean that sincerely because we felt very 

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strongly we were going to win Tubbs.

THE COURT: No, you certainly did.

MR. PITRE: And if that happened, we were looking at 

Chapter 7. 

So we've had these discussions with our own clients. 

Why did we decide to go forward with this deal? Because when 

we used all of the vast experience of all the lawyers in 

exercising our fiduciary duties, this was the best deal that 

could be cut, with a lockup. And there is no doubt in my mind 

over that. None.

Not the amount -- we didn't leave one billion dollars 

on the table like somebody suggested. We had financial 

analysts that told us that that wasn't true. So nobody left 

money on the table, and it is not within our wherewithal as 

trial lawyers, to leave money on the table. We did the best 

thing we could do.

THE COURT: Well, you know, you don't deal with 

companies in bankruptcy very often, either --

MR. PITRE: That's exactly right, Your Honor.

THE COURT: -- because the rules change a little bit 

there, don't they?

MR. PITRE: Yes, they did, and we got --

THE COURT: We'll bring you into the next one, where 

it's clearly insolvent, and see what you like about that one.

MR. PITRE: Well, Judge Newsome made us aware of the 

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fact that we were not playing on the same football field when 

we were in bankruptcy court. And I can tell you that his 

guidance, in terms of the traps and wherewithals of bankruptcy, 

led us to take notice --

THE COURT: I don't even want to ask you what he said 

about me, so --

MR. PITRE: Well --

THE COURT: -- don't say.

MR. PITRE: I won't say anything that's --

THE COURT: Don't say --

MR. PITRE: -- covered by the mediation privilege.

THE COURT: Don't say a word.

MR. PITRE: But there is no doubt in my mind, Your 

Honor, that on this deal, it is the best that it gets. This is 

not playing chicken. Chicken games are over. We got to the 

bottom line, and I just want to thank Judge Newsome for all the 

guidance he had.

THE COURT: But I'm going to stop giving him 

strokes --

MR. PITRE: Okay.

THE COURT: -- and go back to you.

MR. PITRE: Yes.

THE COURT: You're of the opinion that the alternative 

plan, which in many respects, has the same economic outcome, is 

still subject to these other kinds of concerns that motivates 

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you. And you, as an experienced professional, believe that 

it's the right outcome, and you will be recommending it to 

these hundreds and thousands of victims, and your fellow 

cocounsel will be, too. And this isn't just lawyers lining up 

their fees, it's doing the right thing for those thousands of 

victims who didn't ask to be tied up in the bankruptcy process, 

right?

MR. PITRE: I would be the first person to answer your 

question directly, yes.

THE COURT: Well, I knew you'd say that, but I wanted 

to hear it from you because, again, this whole day isn't about 

whether 13.5 should be 14.5 or 12.5, it's about this lockup. 

As I say, there don't appear to be any real challenges to the 

economics of this settlement, not even from the governor's 

point of view.

MR. PITRE: You are correct. We understood the 

lockup, and indeed, we have already begun the discussions with 

clients, and as this Court could imagine, given the press, the 

letters, and everything that has went on in the last week, 

there have been so many questions, so many meetings with people 

to try to get them -- to give some comfort, because this has 

just reopened all the wounds. They thought they had a deal, 

then they heard they didn't have a deal, then they heard the 

governor wasn't happy about the deal. And to be able to 

finally give these folks some kind of confidence that there is 

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light at the end of the tunnel and a path forward and a 

framework, is something that will be, in my humble view, a redletter date in their lives toward closure and resolution, by 

approving this RSA.

THE COURT: Okay.

MR. PITRE: Thank you, Your Honor.

THE COURT: Thank you, Mr. Pitre.

Mr. Julian.

MR. JULIAN: I think I just should point out that I 

believe the courtroom here hasn't heard the words lockup or 

lock them up as many times in one day as the presidential 

election from several years ago.

THE COURT: Oh, well listen: The President wrote a 

six-page letter to the Speaker today. I mean, you ought to 

read that, if you want to read some interesting stuff. I 

actually did read it during the break. See, I wasn't reading 

the RSA during the lunch break.

MR. JULIAN: Your Honor, briefly I would just like to 

respond to the UCC's objection to the assignment. I 

acknowledge Your Honor's point that that's a subject to be 

taken up at plan confirmation time; we intend to do that, but I 

can't let their comments go unresponded to because impressions 

can be made, and I make only three points about it.

The first is the assignment of those claims was 

material to the TCC's and the consenting professionals' view 

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that the consideration of 13.5 billion, plus the assignments, 

made this AB 1054 compliant.

THE COURT: And that plus has a dollar sign that you 

can't know what it is, but it should be something, right?

MR. JULIAN: But we've looked at it. We've looked at 

it, and that brings up a good point, Your Honor. You know, 

some of those claims are against the tree trimmers who the 

plaintiffs have sued previously. In fact, you may remember, it 

was way back -- it was April, May, and June. I was in this 

court, at this podium, trying to get those tree trimmer 

contracts. And I told you there was going to come a day --

THE COURT: Um-hum.

MR. JULIAN: -- where we were going to look for those 

assignments of those claims to put into a resolution trust, to 

increase the pot for the victims in this case. So we've been 

true to our word.

And I might point out point two. The lead defendant 

in those cases that the plaintiffs have sued was Davey Trees 

(sic). And that's my point number two. Davey Tree is a member 

of the creditors' committee. This is the same creditors 

committee, with Davey Tree, that supported the bond holder plan 

for three months, with the same assignment of the claims 

against Davey Tree, and never once came to me and said the 

assignment of the claims against Davey Tree is problematic. 

When they were supporting their other brethren, who are part of 

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the creditors' committee constituency, on their plan. And it 

is just hypocrisy, in my view, for them to come in today as 

Johnny-come-latelies, and object to this suit, to benefit the 

member of their committee, Davey Tree.

THE COURT: Well, but I -- I mean, that might be the 

hidden agenda. And I'm not going to ask Mr. Bray or anybody 

else to even address that. I'm focusing on does this somehow 

undermine the reorganized company's ability to be compliant, in 

terms of the kind of things that you were so adamant about for 

months, and I'm sure in Judge Alsup's court particularly. I 

don't imagine that's true, but tell me why isn't it true.

MR. JULIAN: Well, we are going to present evidence on 

that, and we will get the insurance policies from Davey Tree 

that show they are fully insured for these claims that we will 

bring against them, and that's going to be the proof.

THE COURT: Well, but whether you bring claims against 

them or not, the question is will they be -- or will someone in 

their place, if they're not the ones -- in a position to do 

what the company needs to do to satisfy the governor and the 

CPUC about all the remediation that's necessary to avoid 2020 

and 2021 fires, and beyond.

MR. JULIAN: Your Honor, our constituency will have 

20.9 percent of the common stock of this company. We are very 

focused on making sure this company is wildfire safe, and that 

its vendors are not overburdened with litigation. So we have 

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the eye on the ball. We will present evidence to you, though, 

at plan confirmation, after taking the deposition of Davey Tree 

and the rest of them, over their insurance policies -- that 

will show that this will not impact the reorganized debtor.

THE COURT: Well, but if I approve this today, those 

things are gone, unless the TCC RSA itself fails, or whether it 

be Section 19 that Ms. Dumas described, or some other event 

that knocks it off.

MR. JULIAN: Well, the assignment of the claims are in 

both plans. They're in the bond holder plan, and they're in 

the debtors' plan.

THE COURT: Well, I didn't remember that point about 

the other plan, but the point is that's not on the table today, 

so --

MR. JULIAN: Not on the table, Your Honor. 

THE COURT: -- so by asking me, as you are, to approve 

the RSA today, that -- listen. I don't mean listen, let me 

state the obvious. If I thought it was a done certainty that 

PG&E would fail, I would hardly be approving this RSA today. 

So I have to have a belief that this does facilitate rather 

than impede --

MR. JULIAN: Exactly.

THE COURT: -- the reorganization effort.

MR. JULIAN: Exactly.

THE COURT: But so implicit in that is that your view, 

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and your client's view, is that the reorganized company --

we're not at confirmation yet, but we're taking a big step 

towards it, and at least as to the assignment issue, that's not 

a negative. That's not a -- that doesn't impair the ability of 

the company to reorganize.

MR. JULIAN: And it's a positive, and I'll tell you 

why. It helps the company. Those vendors are better off with 

one lawsuit against them rather than 70,000. And today, the 

70,000 claimants have standing to sue those tree trimmers and 

other vendors and inspectors. In fact, Mr. Campora, whose 

client is on the TCC, was sued in the first TRO case in this 

case, to stop him from suing Davey's (sic) Tree.

And so my point is this. It -- look, we've got 

seventy percent of the travelers, representing seventy percent 

of the victims recommending this. They're playing ball in this 

case. And it's better to have one lawsuit against them than to 

have 70,000. My point being --

THE COURT: Well, I don't think it will be 70,000, but 

I understand your point about the economic --

MR. JULIAN: Yeah. My point being if it wasn't the 

Resolution Trust suing them, I could guarantee you that the Mr. 

Camporas of this world will be out there filing seriatim 

lawsuits, and that's not good for the Resolution Trust or PG&E. 

What's good is to have everything centralized under the 

umbrella of the Resolution Trust subject to your jurisdiction.

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THE COURT: What you say -- now, this is Ms. Dumas' 

argument, but you were the one that stood there during the 

subrogation RSA and told me how the lockup was a bad thing.

MR. JULIAN: Did I say that?

THE COURT: I think so. Yeah. What happened?

MR. JULIAN: Your Honor, we've talked about this. 

There's a life to the case. I say this all the time, and it 

was emphasized -- this point was emphasized to me at the break 

by Ms. Riddle, Amanda Riddle, Dario's partner. And that is the 

victims are being used as a pawn by almost everybody in this 

case. The victims and their lawyers are kind of chess piece. 

The governor uses us when they want to. The bondholders use 

them. We'd like to be in one place so that we can move forward 

and get our evidence together for confirmation rather than beep 

bopping around from place to place. That's the answer.

THE COURT: Okay. Thank you.

MR. JULIAN: And at one point in time, it was a bad 

idea. At this point in time, I can see the rational basis for 

it. So thank you, Your Honor.

MR. BRAY: I have to say something.

MR. JULIAN: No, no, no, no.

THE COURT: Wait, wait, wait. Hold on. I'm going to 

call the shots. I'll give you a chance, Mr. Bray.

The gentleman in the back. I saw you standing. Did 

you wish to be heard? And I don't know your name.

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MR. REISNER: Creditors' committee, Your Honor.

THE COURT: Who are you, and why do you want to be 

heard?

MR. REISNER: Your Honor, I'm Jeffrey Reisner, 

McDermott Will & Emery, and I represent Davey Tree. And I --

THE COURT: Davey Tree is not at issue here. They're 

just statements made. So you don't need to defend them. I 

can't act on it. I'm not going to act on anything. So I'd 

rather not waste time. It's 4:20. We want to get this hearing 

done. So I'll assume that you want to defend Davey Tree. I --

MR. REISNER: You're --

THE COURT: So I'll stipulate it.

MR. REISNER: You're absolutely right, Your Honor.

THE COURT: Okay.

MR. REISNER: And if hypocrisy lives anyplace, it 

lives there.

THE COURT: Okay. Ms. Mitchell, I need to hear from 

you. I need to hear the governor's point of view, and then 

I'll see who else needs to be heard.

MS. MITCHELL: So Your Honor, I think -- Nancy 

Mitchell of O'Melveny & Myers on behalf of Governor Gavin 

Newsom. I think, Your Honor, we were pretty clear in our 

pleadings, and I would leave it to you for questions. I did 

want to clarify a couple of things. We have worked very hard 

to try to evaluate the plans that are currently out there to 

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see if they're AB 1054 compliant to provide us -- in our view, 

to provide as much feedback as we can about with the governor, 

and the legislative leader's view is important in a 1054 

context, and I just didn't want, when Your Honor is making what 

is obviously a very important decision, for there to be a 

misunderstanding around where we are.

All of the plan proponents have been cooperative in 

getting us information. I should say I'm going to say 

something nice about the debtors' management. They have been 

tremendous in trying to work on getting the plan closer. We 

are not there, and I can't stand here and tell Your Honor that 

two weeks from now or a month from now that this plan is going 

to be AB 1054 compliant.

THE COURT: No. And that's what we talked about this 

morning.

MS. MITCHELL: Right.

THE COURT: I'm really focusing on where we have been 

spending a lot of time --

MS. MITCHELL: Right.

THE COURT: -- and that is this last -- second to last 

line of what you filed yesterday.

MS. MITCHELL: Yes. So we --

THE COURT: I want -- you want the Court to allow TCC 

and the consenting professionals to support any alternative 

restructuring. Do you still adhere to that? Again, I'll make 

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the call --

MS. MITCHELL: Your Honor, I think that --

THE COURT: I just want to know what you and the 

governor's --

MS. MITCHELL: I think the governor's point in his 

papers is where he is. I will say that I understand the 

concern that the victims have about the settlement being pulled 

away from them. It has been -- notwithstanding Mr. Julian's 

last comment. It has been the governor's -- one of the 

governor's North Stars in this case, the victims be taken care 

of.

Our concern about competition, and frankly about 

whatever decision Your Honor makes today, is that it be made in 

light of realizing that we have a limited amount of time in 

this case, and if we get to a point where we determine that the 

plan is not AB 1054 compliant and can't be made to do so with 

the equity still being happy with where we are, we may be in a 

position where the victims end up being impaired. We just want 

to make sure that however this process plays out, it is played 

out in a way that that 13.5 with the trust structures 

ultimately will be approved by Your Honor is available for 

victims in all scenarios.

THE COURT: Again, you misuse the word impaired and 

unimpaired. They are impaired as a legal matter.

MS. MITCHELL: Sorry.

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THE COURT: So we need to focus on --

MS. MITCHELL: Impaired from where we stand today.

THE COURT: Impaired from where we stand today.

MS. MITCHELL: Yes.

THE COURT: And I assume what the governor is saying 

is do whatever advances the ball towards getting those victims 

paid. I think I said it in January -- or maybe it was the 

first hearing in February, and frankly, I don't know that 

anyone has been advocating a way to slow down the payment of 

the victims. It's all these other things that are going on 

about it. And certainly, the TCC has been motivated to that 

goal primarily.

Okay. I gotcha, Ms. Mitchell.

MS. MITCHELL: Thank you, Your Honor.

Mr. Bray, I know you feel offended about what was 

said. I want to focus on the issue today. So I'm going to ask 

the debtors' counsel to respond to all the arguments we've 

heard today, and then I guess I'll make a call to see if I need 

to hear from anybody else.

And Mr. Feldman, you may want to be heard, too.

MR. FELDMAN: I'd like to be heard for one minute, 

Your Honor --

THE COURT: Yeah.

MR. FELDMAN: -- on the lockup issue.

THE COURT: Okay. Okay. Let me do it in this way, 

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I'll hear from Mr. Feldman. Mr. Bennett wants to be heard, and 

then I'll hear from Mr. Karotkin or whoever wants to speak for 

the debtor.

MR. FELDMAN: Your Honor, Matthew Feldman on behalf of 

the Ad Hoc Group of Subrogation Claimants. Your Honor, I want 

to emphasize something that I think has been lost a little bit, 

and it goes to both the lockup issue and the timing of this 

Court's ruling, and we have as you know been, in my opinion at 

least, very patient about getting to today, and we are excited 

that the Court has two RSAs in front of it, which ultimately 

resolve the claims of both the victims, which is clearly the 

most important, but also my group's claims as well.

And Your Honor is faced with a very stark decision. 

Do you approve those settlements and count on the fact that the 

plan will change as you've said yourself from time to time on 

the bench to become AB 1054 compliant, or do you just simply 

reopen the door? And contrary to what Mr. Stamer told you, if 

you reopen the door, Your Honor, you are reopening the door to 

both litigation as well as estimation.

There is a Tubbs trial set to start in the first half 

of January --

THE COURT: Right.

MR. FELDMAN: -- that if the Court is not prepared to 

approve, the RSAs will go forward. Once the Tubb trial goes 

forward, you cannot put the genie back in the box.

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THE COURT: I know.

MR. FELDMAN: These are settlements. 13.5 won't be 

13.5. Eleven won't be eleven. They'll be bigger. They'll be 

smaller. But they will be different. The lockups, Your Honor, 

are critical to bring everybody to the table so that we can 

approve two RSAs; we can attempt to solve the governor's issues 

AB 1054. We thank the governor for having come forward early 

because if we're not able to solve the governor's issues and 

the CPUC's issues, we will know that soon enough and other 

opportunities will arise to figure out how to get these 

companies out of Chapter 11.

THE COURT: Don't go away. Don't go away. You're 

starting to pack up. I won't let you go. 

So I took your -- the subro RSA under advisement a 

couple weeks ago, and I send a signal, do you want me to 

withhold the ruling, and I was told to wait, and then of 

course, a lot of things happened that you know as well as I do. 

And so my question to you is not how am I going to rule, but on 

what -- what happens if I, in your mind, if I approve the 

subrogation RSA and not the TCC RSA?

MR. FELDMAN: Yeah.

THE COURT: I mean, doesn't that at least still 

lock -- pin you down and your clients and give you certainty?

MR. FELDMAN: Let me back up one step. When we asked 

you to wait until last Friday to rule, it's because we knew we 

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had a mediation session Thursday and we knew we had an open 

issue between ourselves and the TCCs and the IPs.

THE COURT: Well, and I didn't know specifically, but 

I also knew that when I announced the ruling -- and again, 

I'm -- absolutely. You don't know what my ruling is. I know 

what I'm going to do, but I didn't tell anybody, and so -- but 

nevertheless, when the combination of the governor's position 

and the letter and the deadlines and the days that happened 

after -- well, it was a week ago Friday when the first 

settlement was announced, right? 

And so I'm still asking you this question: Ms. Dumas 

made it very clear -- and I think Mr. Pitre did about what 

happens if I just do not approve the TCC RSA, but is there an 

adverse consequence to your clients if I approve the 

subrogation RSA and not the TCC RSA?

MR. FELDMAN: The adverse consequences to the case and 

to the extent that we view the cases being in a less positive 

position, and we would view that as being in a much less 

positive position, that's the adverse consequence.

THE COURT: But it --

MR. FELDMAN: It may not be an adverse consequence --

THE COURT: But today --

MR. FELDMAN: -- in terms of our recovery.

THE COURT: Well, okay. I want to go to the goal of 

making us getting closer to the goal line, right? So today 

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there is no TSA (sic) approved, and if I approve the 

subrogation TSA (sic), and for whatever reason don't approve 

the TCC, it does seem to me that that still advances the ball, 

not as far as some would want --

MR. FELDMAN: Not necessarily, Your Honor.

THE COURT: Okay.

MR. FELDMAN: Let's --

THE COURT: I want to -- that's right. Walk me 

through the bad --

MR. FELDMAN: Let's live with that hypothetical.

THE COURT: -- the bad side of that.

MR. FELDMAN: We have an approved RSA and an eleven 

billion dollar claim payable in cash.

THE COURT: Correct.

MR. FELDMAN: Of course, the bond holders in their 

plan don't pay us in cash, just to clear. That said, Your 

Honor, the TCC and the individual plaintiffs now don't have a 

deal. 

I don't believe in playing chicken, period, with 

judges, with victims, with anyone. And so the debtors, the 

equity, as Mr. Pitre pointed out, they walk away from the deal. 

The Tubbs trial is now or --

THE COURT: Or they don't walk away in the deal. 

Again --

MR. FELDMAN: The Tubbs trial is now going forward.

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THE COURT: -- I don't know whether they walk away or 

not, but they might.

MR. FELDMAN: I don't believe in chicken. They walk 

away from the deal, the Tubbs trial goes forward, the IP 

lawyers are enormously successful. Now we have an insolvent 

company. Now I'm terminating my RSA and we're back to square 

one and we are certainly not getting out of bankruptcy by June 

30th. 

A settlement is a settlement for a reason. Not 

because it's necessarily the right number, because it takes 

into account the risks of going forward versus the benefits of 

going forward and people settle. Those settlements have to get 

approved if we're going to move this case forward. 

If we're going to litigate, we should all go litigate 

and we can talk in a year as to what we should do.

THE COURT: Okay, same question.

MR. FELDMAN: And the lockup is a critical 

component --

THE COURT: Well, that was the second --

MR. FELDMAN: -- to it.

THE COURT: -- question, and a long time ago, sometime 

earlier today, before or after Donato, I can't remember which, 

I asked --

MR. FELDMAN: PD and PD, we call it.

THE COURT: I --

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MR. FELDMAN: Pre Donato, Post Donato.

THE COURT: I think -- yeah, I've been told more than 

once that Judge Donato gets quickly to the point and here I am 

in my fifth hour on this hearing. I should do it his way and 

be done in twelve minutes, right? 

Why is the lockup so important to your group, your 

deal? As I said, observe, there are a hundred insurance 

companies; who cares? How can the lockup make a difference 

either way?

MR. FELDMAN: 110 insurance companies, Your Honor.

THE COURT: All right, 110.

MR. FELDMAN: Look. We believe, and we believe 

correctly, that we got the best deal we could get as part of an 

integrated deal that included a lockup. But we also think the 

lockup is the right thing to do for the company and for its 

emergence and for its ability to concentrate on AB 1054. This 

is the most important component. 

You want to talk about competition; the competition is 

not between a bond holder plan and a company plan. The 

competition is between the company plan and the governor in 

terms of how do you satisfy that. 

And frankly, I don't want to revisit history as to how 

we got our deal and how the TCC got the 13.5 billion.

THE COURT: No. I don't want you to.

MR. FELDMAN: But it wasn't based on competing plans. 

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It was based on people making first moves, and first moves 

include lockups. This is a very ordinary course event, Your 

Honor --

THE COURT: No, everybody --

MR. FELDMAN: -- for a Chapter 11 case that you're 

struggling over.

THE COURT: Mr. Feldman, the people in your end of the 

country must think those of us out here in California only get 

Chapter 11s when PG&E files every thirteen years.

MR. FELDMAN: Absolutely not, Your Honor. That's 

neither true nor fair.

THE COURT: But some of your colleagues have said 

they're very common, and I believe one of the colloquies we 

had -- it might have been with Mr. Karotkin; I don't remember 

which lawyer -- was well, but it might be different if 

exclusivity is broken because one of our phenomena out here is 

frequently, exclusivity gets broken. So I think the 

question -- the significance of a lockup changes dramatically 

if you break exclusivity, so I broke exclusivity for a reason, 

and now I'm being asked to enforce the lockup for a reason. I 

just need to have a better appreciation for the ramifications 

of it.

And I want you to know, and everybody in the room to 

know, I'm making the decision up or down on each of these two 

motions on the merits, not on -- just because I like lockups or 

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don't like them. So the point is that I still don't quite know 

why a lockup makes a big difference to your clients, and so 

that's really what I'm struggling with.

MR. FELDMAN: You know, there's a reason -- and I 

apologize, I'm going to go a little bit off topic to prove the 

point. 

There's a reason that debtor in possession financing 

is not done through a competitive process. A debtor is 

entitled to pick who its lender should be. Parties under plans 

should be able to pick which group they want to lock up to. 

That's just sort of fundamental, so that you can build trust, 

you can work together. 

This plan is going to be amended. There's very little 

doubt in my mind and the willingness of my group to be at the 

table and participating in that is based on them being tied to 

one or the other group. In this circumstance, we've chosen to 

be tied to the company equity plan, but not all plans are 

created equal, Your Honor.

THE COURT: Okay, got it. Thank you, Mr. Feldman.

MR. FELDMAN: Thank you.

THE COURT: Mr. Bennett?

MS. DUMAS: Just one moment, sir. I appreciate it. 

Your Honor, Cecily Dumas, just one clarification. 

Your Honor asked Mr. Feldman what happens if the subro 

RSA is approved and the TCC RSA is not approved. I'll just add 

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the point that the TCC has an outstanding objection to the 

subro RSA which would not be withdrawn. It will be withdrawn 

if they're both approved. 

So I don't want to go back into the history of the 

case by case made-whole rule and all that, but that is part 

of --

THE COURT: I feel like we're playing --

MS. DUMAS: -- our deal.

THE COURT: -- we're playing chess and --

MS. DUMAS: Yeah, I just --

THE COURT: Which hand do you want to pick? You want 

to take this one or this one?

MS. DUMAS: I know, I just thought that -- I didn't 

want that to slip everyone's mind. Thank you, Your Honor.

THE COURT: Mr. Bennett?

MR. BENNETT: I'll try to be brief, Your Honor. In 

one respect I want to repeat something that was said earlier 

because I think it's important and it tends to get lost in a 

hearing this long, and it's where Mr. Karotkin started the 

hearing, which is that what you have before you today, between 

the two RSAs, plus the RSA that you didn't see which is the 

municipal claimants' RSA, you have an opportunity that is 

supported by all impaired classes to take a big step forward to 

resolve these Chapter 11 cases. 

I have to say that I'm not sure I ever thought this 

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would be possible, and we have the extraordinary situation 

where the principal objectors to the terms and conditions that 

the actual parties negotiated are all creditors who are 

unimpaired. 

And frankly, in a case where everyone acknowledges, 

for the time being, that it is solvent, the unimpaired 

creditors should not be the loudest voice; they should not be a 

loud voice at all. 

They in fact, as Your Honor noted, have rights that 

will be determined in the context of a confirmation hearing or 

these hearings that you've set up in advance of confirmation to 

give them some space, which I think was a great idea.

THE COURT: But I think you've proved --

MR. BENNETT: And so that's a --

THE COURT: Wait a minute, I think you proved too 

much, because they're unimpaired when the plan's confirmed. 

They're not unimpaired before the plan is confirmed; they're 

being asked to weigh in on what is essentially a transaction 

that is not a plan confirmation. It's a step earlier, like --

MR. BENNETT: It's --

THE COURT: -- like if a debtor was selling Blackacre, 

could a creditor say, I can't object because I'm going to be 

unimpaired and under the plan? That's not right.

MR. BENNETT: That's not quite true, Your Honor. One 

of the things that happened in this case, which was also 

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unusual -- and again, it was basically an insistence by the 

Elliott-led bondholder group -- was the idea that no plan was 

credible without financing. And so what you have, Your Honor, 

behind this plan -- it's not like the ordinary case where you 

just have a plan and maybe you're going to get to the end and 

maybe you're not. Maybe the money is going to be there and 

maybe you're not. I know you've been in cases where the money 

didn't show up. I've been in cases where the money didn't show 

up. 

Here you have commitments, 12 billion to be precise, 

and you've got a hearing set, which I continued because of 

discovery things, so it's not -- it didn't necessarily 

happen --

THE COURT: Right, right.

MR. BENNETT: -- to happen this way.

THE COURT: I know, I know.

MR. BENNETT: But that's a matter of weeks away. So 

your principal outstanding issue is the negotiations with the 

governor and the CPUC concerning 1054. 

You've heard that there are constructive negotiations 

with respect to that, and Your Honor's point that if it blows 

up, there are exit ramps because none of these things are 

performable, I think is accurate. 

But I want to come back to my first point. Let's 

remember where we are in the map. Okay, in all of the 

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interesting discussions about the intricacies of what are 

called lockups -- and we're going to talk in a second as to 

whether that's what they really are. Whatever we want to call 

them, lockups, we have to remember where we are. 

We are -- every impaired constituency in this case 

prepared to agree to the same plan structure; almost 

unimaginable that we would be talking about this in the year 

2019. That's number one.

Number two, there's kind of an idea that's been 

floating around the courtroom. When we go back into 

transcript, we're going to see it almost in these words. That

the RSA that was negotiated is a claim settlement and a lockup. 

And of course, that's actually an oversimplification. The way 

that this document works is that the parties agree to certain 

things upfront and then they do more and more things together. 

The allowance of the claim only happens after a motion 

is filed after the disclosure statement is approved, and only 

happens at a hearing that gets commenced at the confirmation 

hearing.

THE COURT: You're talking about the thing that I 

asked Mr. Karotkin about earlier today?

MR. BENNETT: Yes, yes.

THE COURT: But he also said it was almost a 

formality. 

MR. BENNETT: Well, I think what he meant was, is that 

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by the time we get there, it should be almost a formality 

because the votes will already be in. The idea, Your Honor, is 

to make it a formality. The way it becomes a formality is that 

the process that is built -- and if Your Honor wants the exact 

references --

THE COURT: No, I have them. I have it right here.

MR. BENNETT: The deadline for filing is in one place. 

The deadline for filing is in 3(ii), but the process for 

getting the estimation approval done is in 2E. 

And so that's the way it was designed. It was that 

the parties would be working together, and they would get to 

the finish line together and wouldn't make commitments to each 

other earlier --

THE COURT: But I think you misstated your own 

agreement, because this little paragraph, E -- 2E says the 

debtors will file the estimation approval motion within three 

days after approval of the disclosure statement.

MR. BENNETT: Correct.

THE COURT: But you also said the votes will already 

be in.

MR. BENNETT: No, no, keep going.

THE COURT: But they won't be in if the disclosure 

statement has just been approved.

MR. BENNETT: Keep reading.

THE COURT: Yeah, keep reading.

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MR. BENNETT: And the estimation approval motion shall 

be heard at or before the beginning of the confirmation 

hearing.

THE COURT: At or before the beginning, so --

MR. BENNETT: Right, the --

THE COURT: -- it's not clear when it's heard.

MR. BENNETT: I think the idea, Your Honor, is that 

the commitment by the debtors to actually get it heard will be 

dependent upon everything happening the way it's supposed to 

happen.

THE COURT: Yeah, but we're back to whether it's a 

formality or not. There won't be an estimation hearing if they 

don't have the votes, and if they do have the votes, what is 

there to have a discussion about?

MR. BENNETT: I think that's the --

THE COURT: But there's nothing to it, unless somebody 

wants to recount the ballots, like they do in other parts of 

the country.

MR. BENNETT: Well, the estimation will be necessary 

to protect the plan and to protect the trust. But yes, Your 

Honor, the intention is that by the time you get there, it is a 

formality. That's the intention; that's what is designed to 

occur.

THE COURT: I guess I don't see how it's important, 

but I'm not going to second guess you on that. The point is, 

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it's a process that has to happen, but what does that have to 

do with the lockup question? 

MR. BENNETT: What I'm saying is the agreements in 

this document, all of the agreements are in fact integrated 

with each other.

THE COURT: Yeah.

MR. BENNETT: They've not severable, separate things.

THE COURT: That's clear.

MR. BENNETT: And they were designed intentionally to 

be that way. It's not fair to describe it as a document that 

includes a 9019 settlement and a lockup; it is a document that 

includes many things that work together over time --

THE COURT: Mr. Bennett, come on; I wasn't born 

yesterday. It's a complicated document, but if there's one 

thing wrong with it, I can say I'm not going to approve it.

MR. BENNETT: No, I --

THE COURT: And so I --

MR. BENNETT: No, I don't doubt --

THE COURT: Okay.

MR. BENNETT: I don't doubt that.

THE COURT: Okay.

MR. BENNETT: I just wanted to make sure it was fairly 

described.

THE COURT: Well --

MR. BENNETT: You absolutely --

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THE COURT: It's very difficult and complex, but it's 

well described, yes. It just takes a lot of time and a lot of 

counting on your fingers and a lot of cross references, but 

it's --

MR. BENNETT: Okay.

THE COURT: It is what it is, and I understand it. 

MR. BENNETT: All right. My next point really is 

about things that people don't really disagree about, and one 

of them is that there was an extensive mediation. More than 

six full days I'm remembering, and lots of meetings that 

occurred in between. The participants to the mediation, Your 

Honor, included the bondholders. So the bondholders said 

something, but no one was listening to them, they didn't talk 

to people; people didn't hear what they had to say.

UNIDENTIFIED SPEAKER: Your Honor, this is completely 

inappropriate for him to be --

THE COURT: Yeah.

UNIDENTIFIED SPEAKER: -- referencing what went on 

with respect to the meeting.

THE COURT: It is, I agree.

MR. BENNETT: I'm going to respect -- just what 

everybody else did.

THE COURT: But don't talk about what happened; it's 

not relevant.

MR. BENNETT: I'm just saying they were there, period.

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THE COURT: There was a mediation; leave it at that.

UNIDENTIFIED SPEAKER: Well, just to be clear, to the 

extent we were there, we were there for very limited parts of 

it.

THE COURT: Okay.

UNIDENTIFIED SPEAKER: Not by our volition or 

decision.

THE COURT: Mr. Bennett, yes, go on to the next 

subject.

MR. BENNETT: Okay, I will assume then that he 

excluded the mediation when he made that representation.

THE COURT: I -- Mr. Bennett, move to the next 

subject, please.

MR. BENNETT: Okay. The process of generating the 

RSA -- this one and the subrogation one -- were extensive 

negotiations with lots of very well represented people. People 

worked really hard; they made hard decisions. That's why you 

have deals.

Your Honor, it was also said that for some reason that 

it should matter that the equity holders were involved in 

discussions. We certainly were. Everyone in this case says 

it's a solvent case, including the people who are claiming vast 

amounts of post-petition interest. In such a case, equity 

clearly has a voice. And I want to repeat something that Mr. 

Feldman said, because it's exactly right. 

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The RSAs that have been presented here are utterly 

conventional. In fact, in a lot of ways, they're softer, they 

accord more flexibility to parties, they have more exit ramps 

than most RSAs that you see in the commercial world. And so, 

Your Honor, we believe that the combination of both RSAs -- and 

we kind of think they go together, just like the committee 

does, but I suppose we support either or both. They form a 

great foundation for moving forward in this case. They don't 

ask unreasonable things of anybody and they ought to be 

approved.

THE COURT: Okay, thank you. Mr. Karotkin, do you 

want to close?

MR. KAROTKIN: Yes, Your Honor, I'll close. I assume 

there will -- if other people -- if you're going to let other 

people make comments, I'd like to wait until they are finished, 

but if I'm closing --

THE COURT: Mr. Stamer, do you want to be heard 

anymore? I'm not -- I'm really going to close the discussion 

under the principal players, so I'll --

MR. STAMER: Your Honor, how could I turn down an 

opportunity?

THE COURT: Well, you can pretend I'm Judge --

MR. STAMER: Donato?

THE COURT: -- Donato, and the --

MR. STAMER: Actually, that's a perfect segue to --

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THE COURT: -- hearing's already over with.

MR. STAMER: -- to where I want to start. Again for 

the record, Mike Stamer from Akin Gump for the ad hoc senior 

noteholder committee.

Your Honor, we filed twenty minutes ago a copy of the 

twelve-page transcript from Judge Donato's hearing earlier 

today. I could stand up here and read you really good 

snippets. It's twelve pages. We would ask that it be part of 

the record and that the Court, before you render your decision, 

please consider the transcript.

Your Honor --

THE COURT: You've got to understand. It's not that I 

can't go read twelve pages. It's very almost unprecedented. 

There's another judicial officer presiding over another phase 

of this case, and as far as I know, it was a status conference. 

So whatever he said is what he said. It's important what he 

said, but I don't know why it's relevant for my decision. It 

can be relevant for the record, but not --

MR. STAMER: Your Honor, it --

THE COURT: -- the decision. He may be an article 

from a district judge, but I'm not --

MR. STAMER: I --

THE COURT: -- bound by his ruling.

MR. STAMER: I understand the point. I think it's 

relevant to your decision, because Your Honor had asked on 

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several occasions what happens if you decide that the lockup 

provisions, the anticompetitive stuff, should be taken out. 

This shows you at least the mindset, based upon a status 

conference, as to exactly where Judge Donato is and what would 

likely occur if, in fact, this were to fall down and we were to 

head back out to estimation as it relates to the tort claims.

Your Honor, I --

THE COURT: So you want me to glean from that --

MR. STAMER: Yeah.

THE COURT: -- whether I read it or not is that in 

these twelve pages Judge Donato made a statement that you 

believe means he's made up his mind that there's a thirteenand-a-half-billion-dollar estimation in place.

MR. STAMER: Would you like me to read a short 

excerpt?

THE COURT: Well, no. I want you to know whether Mr. 

Feldman and Mr. Bennett and Mr. Karotkin all signed up and 

said, yeah, we agree to all that --

MR. STAMER: No, Your Honor, that's why we --

THE COURT: -- because I don't imagine they did.

MR. STAMER: -- filed it on the docket. It's docket 

number 5154. Your Honor, again, what we're dealing with here 

is probability -- is there's no certainty in life, but this 

should be factored into how you view upside, downside, and the 

importance of moving forward in our view with a competitive 

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process.

So I'm going to jump around a little bit, and I won't 

take too much time.

THE COURT: Okay.

MR. STAMER: First of all, Your Honor, Ms. Dumas said 

very eloquently, we wish we had more cash; we wish we had more 

cash for the benefit of the tort claims. Your Honor, if the 

torts want more cash, our plan as it exists proposes more cash. 

But if they want more cash, it should be a competitive process. 

The most likely outcome in terms of getting more cash to the 

torts and getting higher value to the torts is a competitive 

process.

Your Honor, Ms. Dumas went through her thought 

process, as did Mr. Pitre, with respect to why, in fact, 

they've agreed to this settlement. And they talked about 

certainty and the ability of people to object and delay. Your 

Honor, there's no indication in the record or otherwise that 

the TCC ad hoc plan has a lesser likelihood of being confirmed 

of satisfying 1054. They made their decision. I was genuinely 

surprised to hear someone stand up and disagree with my number, 

that our proposal to the torts is a billion dollar more. Your 

Honor, I stand by my statement, and if we need to submit 

additional information for the Court, we're happy to do so.

Your Honor, everyone has seen the letter. I think 

you've received four or five copies of the judge's letter.

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THE COURT: You mean the governor's letter?

MR. STAMER: The governor's letter. The governor has 

outlined fifteen -- whatever the problems are with the debtor's 

plan. We're referenced in a footnote. It says our plan is in 

AB 1054 compliant. But Your Honor, our plan for so many 

reasons is a better plan. It's a better plan for the state of 

California. It's a better plan for the creditors. It's a 

better plan for the torts. It preserves NOLs. There's less

leverage. There's more money to be invested to harden the 

system. I can go on and on.

THE COURT: You don't need to. I mean --

MR. STAMER: No, I --

THE COURT: -- you made the point on your paper.

MR. STAMER: Again, I'm just trying to, again, lay the 

background. The reason why the equity is insisting upon a 

lockup is because they can't compete. They can't compete --

Ms. Dumas said, apples to apples; they're different. She's 

right. They are different. The fundamental linchpin of the 

equity plan is the fact that they need to preserve -- pick a 

number, five, six, seven billion dollars of equity value. We 

don't. We think whatever equity value is there we have settled 

with the torts, and we've given basically all the equity value 

there. So fundamentally, they need the lockup, because their 

plan inherently is inferior.

THE COURT: Oh, I understand the ramifications and the 

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consequences.

MR. STAMER: And Your Honor, again, with the lockup, 

when I say "they need the lockup," only the equity needs the 

lockup. The debtor doesn't need the lockup. The debtor should 

be -- as I said before, this should be an open and competitive 

process. It benefits --

THE COURT: But --

MR. STAMER: -- everyone.

THE COURT: -- listen. One of the things that I think 

Mr. Bennett made a comment at a prior hearing, not today but 

earlier, where do unimpaired creditors, parties -- and even 

though I'm the one that said they're not unimpaired until 

there's a plan. But if we were confirming the debtor's plan 

today, your client's unimpaired, where do you get off in 

saying, I've got a better deal for you? The law doesn't permit 

that, does it?

MR. STAMER: Your Honor, I think you actually answered 

it --

THE COURT: Well, no, but the law might say to a voter 

in an impaired class that there's a better deal out there for 

you, and the only question here is whether individual people 

and individual representatives can lobby one way or the other. 

But you're not prohibited and your client's not prohibited from 

trying to sell their plan to the voters. It's like somebody 

running for office.

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MR. STAMER: Actually, the --

THE COURT: The guy running for office --

MR. STAMER: No, I --

THE COURT: -- I didn't have enough money to get on 

the national debate, but I can tell you I'm the better 

candidate.

MR. STAMER: Two things, Your Honor. One, the lockup 

I believe as drafted would prevent us from doing just that.

THE COURT: Well, how would --

MR. STAMER: Would prevent us from negotiating with 

the subros, would --

THE COURT: How about selling your plan to the voters?

MR. STAMER: Selling, well --

THE COURT: Convincing the individuals --

MR. STAMER: Yeah.

THE COURT: -- the people in the impaired class, the 

victims -- how about convincing the victims that your plan is 

better for them? Why --

MR. STAMER: And --

THE COURT: Who says you can't do that?

MR. STAMER: And Your Honor, if there's a level 

playing field after this is --

THE COURT: Mr. Stamer, can you answer --

MR. STAMER: Yeah.

THE COURT: -- my question? If we come to a point 

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where the debtor's plan and more importantly disclosure 

statement is inconsiderate and so is yours and I approve both 

disclosure statements and maybe Mr. Karotkin and his colleagues 

can't do anything to speak against your plan, but you and your 

clients can lobby in favor of your plan to the voters, right?

MR. STAMER: Your Honor, we --

THE COURT: What's wrong with that?

MR. STAMER: We absolutely can, and --

THE COURT: Okay.

MR. STAMER: -- by approving the lockup, you would be 

requiring us to convince individual tort claimants that we know 

better than their lawyers. Regardless of whether we do or 

not --

THE COURT: Make a more convincing argument for them 

to make the vote. That's simple dollars and cents.

MR. STAMER: Your Honor, again, as you had raised 

before -- someone has raised before the vast majority of the 

70,000 claimants have never done this before, hopefully will 

never do this again.

THE COURT: Right.

MR. STAMER: We can do a broad solicitation. What we 

would ask, Your Honor, is to allow the process to continue. In 

response to your question about impairment, Your Honor, if we 

were standing here on the effective date of the plan, or even 

at the confirmation hearing, and they had long-term financing 

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lined up, which they don't have. They have twelve billion 

dollars of equity, and they've got commitments for a --

THE COURT: I know, and you can make --

MR. STAMER: -- twelve-month bridge, which the CPUC's 

never going to approve.

THE COURT: And you can make an argument that the plan 

is not feasible. You have a right to object that the plan's 

not feasible.

MR. STAMER: Your Honor, at that point it's too late. 

The problem with that is, if you get into March -- February, 

March, whenever it happens, the company needs to confirm a plan 

by --

THE COURT: I know that.

MR. STAMER: -- by June.

THE COURT: I know when it has to confirm the plan. 

Okay. I --

MR. STAMER: Your Honor, if they get AB 1054 approval, 

if they get long-term financing, if they jump through the 

twenty hoops that the governor has asked them and the CUPC will 

ask them to jump through, if at the end of the day all of this 

happens, are we potentially -- and we lose on all of our 

litigation with respect to interest and make whole and the 

like. If all that happens, we'll have nothing to say. Our 

problem is, as Your Honor said it, we are not unimpaired --

double negative -- we are not unimpaired unless things go 

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wrong, and the only indication we have as to whether this is 

going to go right or wrong is the governor's letter of December 

13th, which says --

THE COURT: I know.

MR. STAMER: -- they're not compliant. The plan's 

not --

THE COURT: But again, we're --

MR. STAMER: -- confirmed.

THE COURT: -- going around in circles, Mr. Stamer. 

My issue is the following. I'll state it again. If your 

opponent files a plan that's patently unconfirmable, you have a 

right to object to that plan, and I have publicly and in the 

prior PG&E case have been affirmed by disapproving a disclosure 

statement for a plan that's unconfirmable. So there are ways 

to attack the matter head on, and we don't -- and so we're 

still back to the question, do I issue an order that approves 

this RSA and has people like Mr. Pitre and his colleagues that 

said you guys can't say anything bad about the other plan. I 

mean, it's not really like a gag order, but it's effectively a 

gag order. And not a question of who can negotiate with whom, 

but who communicates with the voters, and the voters are the 

critical people in my opinion. And I'll grant you there is 

some ramification there, but with an adequate approved 

disclosure statement, you have the ability to solicit those 

votes just like anybody else. And the best result obviously, 

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from my point of view, would be to get both plans accepted on 

the requisites, and then we come down to the -- you know what 

follows after that.

MR. STAMER: Yeah, yeah.

THE COURT: Anyway, I think all this point about what 

the governor's letter says and what all the hoops that PG&E has 

to jump through, your client will be well served if they 

stumble on the first hoop. But at the moment they haven't, and 

so they have in fact the reverse from what the debtors' counsel 

and the TCC's counsel have made the point today that the RSAs 

are steps forward, even with the integrated provisional lockup. 

Anyway --

MR. STAMER: Your Honor --

THE COURT: -- we're going around --

MR. STAMER: -- our humble belief is the governor's 

letter is the ultimate stumble, because that's the linchpin to 

this company getting out, and all we're asking for is to avoid 

a potential train wreck and leave people where it's too late 

and too little in order for us to pick up the pieces.

THE COURT: I understand.

MR. STAMER: Okay.

THE COURT: Okay.

MR. STAMER: Thank you.

THE COURT: Mr. Karotkin, I'm going to hear from 

you -- or Mr. Orsini, one of -- are you both going to do it, 

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or --

MR. KAROTKIN: Well, we'll be very short.

THE COURT: Does that mean you're both going to talk?

MR. KAROTKIN: Yes, sir.

MR. ORSINI: I'm getting homework assignments from 

everywhere today, Your Honor.

THE COURT: Okay. Mr. Orsini --

MR. ORSINI: I will be short.

THE COURT: -- I want you to recite verbatim the 

twelve lines -- the twelves work pages that Judge Donato 

stated.

MR. ORSINI: I don't need to, Your Honor. We were 

upstairs, as you noted, for a status conference on the question 

of, what do we do with estimation right now. Judge Donato did 

make some observations about, well, might this number not be a 

number I can use if the deal falls apart, and the answer is --

I want to be very clear on two things. Number one, what he 

didn't have in front of him was this settlement agreement, the 

RSA itself, which explicitly says in Section 18 that the RSA, 

just like most settlement agreements, cannot be used as any 

sort of admission by either side as to what the right number is 

for these claims if you don't approve this RSA and if we're 

back in estimation. So the document itself will establish that 

you can't just use a thirteen and a half number, point number 

one.

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Point number two -- and I think Mr. Pitre made this 

point, and I just want to amplify it -- if we don't have an RSA 

approved here, it's not a simple matter of just allowing Judge

Donato to rubber-stamp a 13.5, because the first thing that Mr. 

Pitre and I are going to do is walk down the street and battle 

for two and a half months in front of a jury as to what happens 

with the Tubbs liability. If he wins, the estimation will look 

one way. If I win, the estimation will look --

THE COURT: No, I know. We've --

MR. ORSINI: -- another way. And on top --

THE COURT: -- known that all --

MR. ORSINI: -- of all that --

THE COURT: We've known --

MR. ORSINI: -- Your Honor --

THE COURT: We've known that all.

MR. ORSINI: -- to be very clear, if we're back in the 

estimation, I'm going to be putting in expert reports that are 

extensively analyzed, documented, and will be proven up that 

say the number is not 13.5, even if Mr. Pitre beats me. The 

only point is, Your Honor, I understand the bond holders are 

trying to keep their piece alive, and they're trying to seize 

upon a musing during a status conference that maybe we'll just 

use the 13.5. That is not what's going to happen. It's not 

what the document says is going to happen and ignores the 

reality of everything that will happen from tomorrow forward if 

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this RSA's not approved, and I just wanted to rise to make that 

point clear.

Thank you, Your Honor.

THE COURT: Thank you, Mr. Orsini.

Mr. Karotkin?

MR. KAROTKIN: Thank you, Your Honor. Stephen 

Karotkin, Weil, Gotshal & Manges for the debtors. I will try 

to be fairly brief.

THE COURT: That's what they all say.

MR. KAROTKIN: No, I --

THE COURT: You can do it, too.

MR. KAROTKIN: I will. It's getting late, and people 

are getting tired.

A couple of things that Mr. Stamer said. He said the 

debtors continue to breach their fiduciary duties. He said 

that a number of times before Your Honor, and I'll ask the 

question, Your Honor: What is inappropriate for a debtor? And 

Mr. Bennett alluded to it. A debtor, where everyone in this 

courtroom acknowledges that it's the sovereign debtor, what is 

inappropriate about the debtor coming to this Court with a 

global consensus among all impaired classes that it wants to 

move forward with and protect all of the economic stakeholders 

who have an economic interest in this case? What is wrong with 

that? And he said -- Mr. Stamer said, but we're threatening 

and the equity is threatening the tort lawyers and the TCC.

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Your Honor, I think Ms. Dumas and the tort lawyers can 

assure you nobody was threatened and nobody forced them to 

enter into an agreement, which they have made very clear today, 

Your Honor, they believe is in the best interest of their 

clients for a number of reasons, including they believe it is 

the most expeditious way to get these cases successfully 

completed, to get the debtors out of Chapter 11, to fund a 

trust, and to get payments to their clients, and that's a 

rational and reasonable decision. And as Mr. Pitre said and as 

Mr. Orsini just mentioned, the lockup was key to this 

negotiation. It was key to getting a consensus among all of 

the parties, and without that lockup, the thirteen and a half 

billion vaporizes. And Mr. Feldman's agreement to the eleven 

billion dollars will vaporize as well, and we will be back in 

extensive estimation proceedings.

And if I may continue, as everyone has acknowledged, 

what we have here is the RSA and the compromises provided in 

the RSA constitute a comprehensive settlement that resolve a 

number of issues, including claims treatment of all impaired 

classes. It resolves the estimation proceedings before Judge 

Donato, and it resolves the Tubbs trial. It is based not only 

on the treatment of the tort claimants or on the treatment of 

the subrogation claimants, but it's based on the treatment of 

all constituencies in this case. And eliminating one element 

of it would cause the whole thing to fall apart. It would 

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undermine the negotiation, the balance that was achieved 

through the negotiation, and the willingness of the parties to 

compromise and give up rights. They gave up rights only with 

the certainty that they would achieve the deal they negotiated. 

And without the lockup, there is no certainty that they will 

get the deal they negotiated, and that is the reason, Your 

Honor, that all RSAs have lockups. This is nothing new. It 

doesn't matter that exclusivity was terminated. I know you 

raised this issue last time, and as I said last time, RSAs 

don't make any sense. They contemplate that exclusivity will 

be terminated. Otherwise, the provisions don't mean anything. 

They contemplate that occurring, and that is why they have the 

lockup provisions. The --

THE COURT: But they sometimes get in place, even when 

they're hasn't been a termination of exclusivity, right?

MR. KAROTKIN: But --

THE COURT: And then --

MR. KAROTKIN: But they anticipate -- they're 

anticipating --

THE COURT: Yeah, I understand that --

MR. KAROTKIN: -- that eventuality --

THE COURT: I --

MR. KAROTKIN: -- otherwise the provisions would be 

meaningless.

THE COURT: I understand.

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MR. KAROTKIN: So what we have here, Your Honor -- we 

have -- they complain about the competition, and they assert 

that we need to have competition. And that's really the thrust 

of what the creditors' committee has said, what the thrust of 

the last sentence in the governor's letter says, what the 

thrust of the ad hocs say. Well, as I said before, we have had 

the competition. You appointed the mediator. That was the 

competition, and the result of the competition is the 

comprehensive settlement that we have achieved. As I said at 

the outset, we have achieved precisely what you asked us to 

achieve, a settlement among all impaired classes. 

Sophisticated parties agreed that and have called as to how 

they think these cases should proceed from now until 

confirmation, including, Your Honor, the TCC who, in your 

words, are fiduciaries for, and I quote what you said in your 

decision to terminate exclusivity: the parties most deserving 

of consideration. These parties have agreed to this global 

consensus. They have agreed to the lockup. They believe it's 

appropriate, and they believe, as they've said, that this is 

the way to get these cases done. And they are confident, as I 

said earlier, Your Honor, that the debtors' plan will fully 

comply with AB 1054, will timely be confirmed, and will get the 

benefits of the go forward wildfire fund. 

This compromising global resolution, Your Honor, as 

you know, is the essence of Chapter 11. And there's no reason 

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why the debtors' business judgment, the business judgment of 

the tort claimants committee, the business judgment of the 

other parties who are party to the RSA should be questioned, 

particularly when they have fiduciary duties -- the tort 

committee has fiduciary duties to the in excess of 70,000 

claimants who filed claims in these cases. 

That shouldn't be second guessed -- much less, Your 

Honor, second guessed by parties whose claims will be 

unimpaired and satisfied in full under the debtors' plan. 

Your Honor, we are at a critical crossroads in these 

cases. We have brought to you a comprehensive settlement. We 

think the path is clear. We think it is imperative that you 

approve that settlement today. To jettison that settlement 

would put us back in a litigation morass, back in estimation, 

the subrogation claims settlement in the amount of eleven 

billion dollars. 

As Mr. Feldman assured you, they will be seeking 

twenty billion dollars of claims. And I can assure you, if 

that scenario unfolds, we will never meet the June 30th 

deadline, and the thirteen and a half billion dollars for the 

tort claimants will not be there. 

And we urge you to approve the motion.

THE COURT: Okay. Thank you Mr. Karotkin.

Just give me a moment, please. 

If those of you are getting hot, you think it's 

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because the intensity of the argument; it's because GSA has a 

little deterrent called turn the fan off around here, so I have 

no control over that. 

I have obviously spent a lot of time on this, and all 

of you have spent a lot of time on it. And one of the things 

that I thought I would do is take a lot of time to give you a 

long drawn out ruling, but I'm not going to do that. I'm going 

to go ahead and give you an oral ruling right now on both 

motions. And just bear with me while I make sure I keep my 

thoughts in order. 

But so there's no surprises, I'm going approve both 

RSAs with the lockup language. But I will explain myself. 

For both of them -- and so I have kept the subrogation 

RSA under advisement for a couple of weeks, for reasons that I 

touched on earlier. And if nothing had happened -- if Judge 

Newsome and the parties who met with him in the prior weeks 

hadn't reached the resolution that they reached, and if the 

governor hadn't written his letter, and if the company hadn't 

filed what it filed yesterday -- but Mr. Feldman -- or Mr. 

Karotkin said give me the ruling on the RSA, I would have given 

it the way I've been thinking about it. And I'm -- so 

therefore, to some extent, this is all been thought through as 

I've gone through it.

However, in the events of the past few days, the way 

things have changed so dramatically, I've had to take into 

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account all these -- the very things that many of the able 

lawyers have explained and argued today. 

So to some extent, I'm going to address a couple of 

issues that really didn't spend a lot of time -- we didn't 

spend a lot of time on today. But the first one, particularly, 

it was focused in the subrogation RSA, had to do with the 

third-party releases. And to the extent that the third-party 

releases showed up in the TCC RSA, the points are the same. 

And that is that the United States Trustee, and certainly 

previously when the TCC was opposing the subrogation RSA, we 

had the colloquy for some length about that subject. 

And I'm not going to bore you all at this hour with 

reciting a whole bunch of cases. But the fact is, in the 9th 

circuit, where we are governed, there are at least three 

seminal decisions -- I guess you can't have multiple seminal 

decisions. There are three circuit decisions: Lowenschuss, 

Underhill v. Royal, and American Hardwoods, that clearly, over 

and over and over again, send the signal to the bankruptcy 

courts, in this circuit at least, that you can't do third-party 

releases. 

I note for the lawyers who spend a lot of time in 

Delaware, that just in the last few weeks there's been a 

difference of opinion among the Delaware judges about thirdparty releases -- interesting reading, which I spent. 

But the cases are many in our circuit. Rohnert Park 

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Auto Parts back in 1990; In re Keller in 1993, the same concept 

that carried over. And I think Underhill v. Royal was the true 

seminal one in that point. 

And I think at the outset that the releases would have 

been flawed, but I think the evolution of the releases, as they 

have gone through the iterations of the RSA -- excuse me, the 

subrogation RSA, are such that they truly are consensual now, 

and they are opt in rather than opt out traps for the unwary. 

And we have a district court -- I mean a bankruptcy 

court decision by my colleague Judge Klein, that some of you 

are familiar with, In re Hotel Mt. Lassen way back in 1997. 

And Judge Klein's decisions are not binding, but I respect his 

view and hopefully he respects mine. And he does suggest that 

there are opportunities for consensual releases, and in that 

case that I'm going to stick that a voluntary agreement can be 

sufficient. 

So I'm -- and there's another case from -- I believe 

it was Judge -- I forget who the judge was -- in the Station 

Casino's case in 2011 in Nevada, which is unreported, but much 

consistent with that. 

And so in our case the -- I made a comment in one of 

my earlier rulings that a tough decision is not a coerced 

decision, or in my mind, a unlawful decision. So I'm satisfied 

that the way the RSAs have played out with the releases that 

they're permissible under the both documents. 

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The second point that goes more to the arguments that 

were made by, I believe, Mr. Qureshi and others, in opposition 

to the subrogation RSA, wasn't really focused quite so much 

today, but it's much the same. And I believe that there was 

this notion of leverage -- and -- leverage. 

Well, leverage is one of those things and leverage 

isn't a bad thing unless you don't have it. When you have it, 

it's a good thing. And what I've heard some of the lawyers 

arguing here, and previously, is that there's somehow a breach 

of fiduciary duty for a debtor to be doing things that might be 

done. 

Well, I might agree with that in many cases, but I've 

been thinking back in my own experience when debtors take 

positions that maybe are inconsistent with what might be a 

fiduciary duty, but that doesn't mean they're impermissible. 

That doesn't mean that the debtors are not entitled to use 

leverage.

So leverage might be having a favorable case in your 

favor, like whether you'll have to pay contract interest versus 

post-petition interest. Or leverage might be having 

exclusivity with a judge that doesn't readily break it. Those 

are leverages that are legal and permissible, and frankly good 

lawyers should be taking advantage of leverage, not fault it 

for breaching fiduciary duty. 

Now, that's easy for me to say. But I think back to 

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my own experience with -- when are debtors and their counsel 

allowed to take positions adverse to something that somebody 

else wants. Well, the answer is often, when somebody wants to 

do something that the debtor in its judgment doesn't think is 

appropriate, like sell Blackacre when the debtor wants to 

operate Blackacre. Or, worse yet, when people move to remove 

the debtor in possession and insert a trustee. Is that a 

breach of fiduciary duty to oppose a motion like that? Well, 

on certain facts it might be. On certain other facts it might 

not be. 

Those of you who know me, know that I love 

hypotheticals, so I'm hesitant to make many, but there are some 

football fans in this case and it's leverage if you win the 

coin toss at overtime in the Superbowl, because if you win the 

coin toss and score, you win the game and guess who doesn't get 

the ball? The other team. 

So I don't think that in a solvent case -- and we are 

operating under the assumption that the debtors are solvent, 

everything is built around that fact. I don't think it's fair 

to say that the debtor and the debtors' representatives are 

somehow breaching fiduciary duty by advocating a position that 

some constituents might oppose, whether it be an impaired class 

or an unimpaired without even getting down into that details. 

And certainly, you'll recall that when I raised issues 

and responded to some of the complaints about the subrogation 

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RSA, I took issue with the way the solvency situation was teed 

up. I'm not sure that I would have drafted the solution that I 

got, but there is a solution there, and Mr. Bray I think even 

alluded today to the insolvency out, and I think that's 

obviously applicable in the subrogation RSA. I don't know that 

it's technically directly applicable in the words of the TCC 

RSA but certainly the concept.

So my point of all this is that exercising a position 

of leverage is not a bad thing. If you control the -- if the 

stock of a solvent company you have leverage that people who 

want to be control of the stock might not have. And so I'm not 

about to say that exercise or implementation of -- or 

utilization of leverage is a bad thing.

So then we get to well, what's happened in the last 

few days? So at the -- when the RSA, subrogation RSA, was up 

for decision, I was focusing and recalled the arguments that 

Mr. Julian and Ms. Dumas made about the lockup provision there, 

but again, influenced by, to some extent, the very concepts 

I've identified here.

But what happened in the last few days? The mediated 

resolution, publicity about it, an offer by the proponents to 

see what the governor says. The governor perhaps to some gave 

a position that was a surprise, maybe to others was no surprise 

at all. Doesn't matter. That led to the next question of 

well, now what happens? And we learned yesterday what happened 

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is what the debtors chose to do and the proponents. 

And so what it comes down to is what do I make of this 

question of lockup, whether it's I'm defining it correctly or 

not isn't the point. Ms. Dumas and Mr. Julian, and Mr. Pitre 

made it very clear what the lockup means to them. Mr. Karotkin 

and Mr. Bennett certainly made it from their point of view. 

And I don't discount Mr. Stamer and the other parties' 

arguments against it, but it's back to two guiding principles 

here that one of them goes way back, again, to one of the very 

first hearings we had in this case.

I said it before; I don't have to say it, but I will 

say it because everybody in this room knows it: There are 

billions of dollars' worth of claims represented by experienced 

lawyers in this courtroom whose clients chose to be lenders and 

were in it for a profit. There are tens of thousands of 

victims whose lawyers are in this room who just want to go 

about their life and their homes, and their lives were upended 

by the devastating wildfires. They didn't choose to be 

predators and didn't choose to be anything other than people 

that live their lives normally.

And so what was the goal for everyone, me, and the 

lawyers? And again, I don't suggest that there's a responsible 

person in this courtroom, lawyer or nonlawyer, who wished ill 

will on the victims or to make it worse for them.

But the question comes down to what advances the cause 

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more, moving forward or moving backwards? I had the colloquy 

with Ms. Dumas months ago about exclusivity. I didn't continue 

it the first time. I then terminated it. I remember the 

conversation we had about that and whether she and her clients 

wanted a mediator or not and the outcome of that. And in all 

of those decisions, I had to think to myself, do I know better 

than the lawyers representing the victims know best for their 

clients, and I haven't changed my view today, to this day. To 

today, I don't think that I have the wisdom or the knowledge or 

the -- frankly, it's my role to second-guess the decisions of 

those victims who have told their lawyers, this is how we want 

to go with the plan.

So my view comes down to do I really call Mr. Bennett 

or his clients' bluff or Mr. Karotkin's? No. The answer is 

that's not my role. Was it permissible, legally permissible, 

to have the lockup? Well, lawyers with a lot of experience in 

a lot of complicated cases tell me lockups are routine. Well, 

that might be true. I don't know how routine they are in cases 

of mass tragedies with tens of thousands of victims, but I'm 

not going to worry about whether the lockup is routine or not 

routine. It's sui generis in my experience in this case, but 

I'm not going to second-guess the judgment call of the lawyers 

who then conferred with their committee.

I'm sure you all know the committee is very active, 

and the governor's observation about is it better to have open 

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the door. Mr. Bray's arguments, Mr. Stamer's arguments, Ms. 

Mitchell's statements, not quite as the advocate for -- that 

sounds wrong. She's very much the advocate for her client, but 

I'm saying the governor's perspective is not quite that same as 

the lawyers representing parties-in-interest here.

And so I've concluded that whether it's the exercise 

of leverage or being in the right place at the right time, the 

law permits the parties, whether a company is -- excuse me --

whether the classes are impaired or unimpaired, it permits the 

litigants to do things like insist on lockups. Because I'm 

persuaded that the chances of getting to the goal of 

confirmation are enhanced rather than impeded, I'm sticking 

with their advice and their recommendation. 

The fact that Mr. Julian and his clients switched 

sides or switched allegiances isn't the point. Their job is to 

do what they think is right for their constituents, and they've 

chosen to go -- to roll their dice with the plan sponsored by 

the debtor in equity. I'm still comforted by the fact that 

they have a fallback position in case that plan doesn't 

succeed.

So I said that I wanted to have a follow-up hearing 

with the principle counsel about confirmation issues. I've 

decided we're not going to do that. I will do it at some point 

in the future. I will issue orders that I'll ask Mr. Feldman, 

Mr. Karotkin, and Ms. Dumas to upload for orders that recite 

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for the reasons stated on the record, and it's just my oral 

record. I don't intend to do a written findings and 

conclusions. I hope my thinking has been clear, and if there's 

any questions or ambiguity, I'll ask you to tell me you want me 

to clarify it, but for the record then I'm overruling the 

objections by the various parties who asserted them today, and 

I am approving the two separate RSAs for the reasons that I've 

attempted to articulate in my oral comments, and I will 

issue -- and I'd like to do it at the same time. So I will --

and my intention will be to get those orders in from counsel, I 

will sign them, and anybody who wishes to seek review, they'll 

have it sooner rather than the later.

And with that, I will then invite Mr. Karotkin to 

confer with Mr. Stamer and others in the near future -- but

that doesn't have to mean Christmas week -- but in the near 

future if we have to have another hearing before January 14th 

to talk about whether to proceed with confirmation, I'll be 

happy to do that earlier, but if not, we'll put it over for 

January 14th.

So with that, I will thank -- I will let you speak, 

but I will thank you for a long day and hard work and 

appreciate your efforts.

Mr. Stamer?

MR. STAMER: Thank you, Your Honor. I understand your 

ruling, but I just have one question.

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THE COURT: Yes, sir.

MR. STAMER: It's a clarification. And I think I -- I 

hope I know the answer. The bondholders without the TCC as 

coproponent are still free to prosecute our plan. This is --

THE COURT: Of course. Absolutely.

MR. STAMER: Okay. Thank you very much.

THE COURT: Absolutely. Your plan, in fact -- well, 

that's why you're invited to confer with --

MR. STAMER: I --

THE COURT: -- me and --

MR. STAMER: I just wanted to make sure on the record 

that --

THE COURT: Absolutely on the record.

MR. STAMER: -- this wasn't impacting the termination 

of exclusivity. Thank you, Your Honor.

THE COURT: Yes, sir.

Yes, sir?

MR. ZUMBRO: Good afternoon, Your Honor.

THE COURT: Yeah.

MR. ZUMBRO: My apologies. One quick housekeeping --

THE COURT: Again, I know your name. Just state it.

MR. ZUMBRO: Paul Zumbro from Cravath, Swain & Moore.

THE COURT: Mr. Zumbro.

MR. ZUMBRO: First of all, thank you for your 

thoughtful, and more importantly, favorable ruling. But one 

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housekeeping matter, the Court had entered a docket text order 

on the compromises that the fee examiner had reached, and just 

because today is the last omnibus hearing that is here --

THE COURT: Wait, wait. One of my law clerks is 

working on the order that I was hoping to issue today.

MR. ZUMBRO: Oh, okay.

THE COURT: But just so that they're no surprises, 

look, I'm not going to publicly go into details of what 

prompted me to do what I did. Leave it -- suffice it to say 

that I had a different point of view than the examiner did 

about how it was supposed to be teed up.

MR. ZUMBRO: Okay.

THE COURT: So probably tomorrow there will be an 

order -- there will be two documents, one just amends the fee 

and an examiner procedural order, another sets hearings in the 

January calendar with deadlines. The problem -- the short 

answer is there needed to be an opportunity for people to 

object and be heard and not one week, no objection period. So 

there are no surprises. You'll get that shortly. And if 

you're any particular firm that was -- felt picked on because 

there is a slight delay, all I can say is you've got your 

eighty percent -- I mean, twenty percent withhold. It's not --

so you'll have to live with it.

MR. ZUMBRO: Okay. Thank you, Your Honor.

THE COURT: Okay.

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Anyone else have a question about -- or clarification?

Mr. Karotkin?

MR. KAROTKIN: I have a question about some -- it has 

nothing to do with the ruling. Your Honor had --

THE COURT: Oh, come on.

MR. KAROTKIN: Your Honor had scheduled briefing on 

whether the subrogation claims were impaired.

THE COURT: Right.

MR. KAROTKIN: And we submitted a brief, and I think 

that a couple of the parties didn't submit formal opposition 

but reserved their rights, I think pending --

THE COURT: Yeah. I think they want to --

MR. KAROTKIN: -- whether you were going to approve 

the RSA. So I think we need to get --

THE COURT: Well, you still believe --

MR. KAROTKIN: -- back on the schedule.

THE COURT: -- that they're impaired, right?

MR. KAROTKIN: Of course, yes.

THE COURT: Yeah.

MR. KAROTKIN: So I guess we need to get that back on 

schedule. I can confer with counsel on that and come back to 

you?

THE COURT: Well, and also we need to get back on 

calendar the question of the liquidated versus the unliquidated 

disputed claims. So I would ask you, Mr. Karotkin, to take 

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that up in the first case with the people that are advocating 

for the --

MR. KAROTKIN: Yes.

THE COURT: -- impaired, not impaired, and we have a 

schedule and I think we can live with it, or if necessary, we 

can move it. I'm trying to avoid having you have multiple 

hearings, but you --

MR. KAROTKIN: No, no.

THE COURT: -- have to have the holidays, but I'm 

also -- I don't -- this is a long day for everybody. And so I 

want to avoid these big calendar congestions, and January 14th 

got a lot of stuff on it.

MR. KAROTKIN: Right.

THE COURT: So we can accommodate you.

MR. KAROTKIN: Okay.

THE COURT: I'm going to be here. You guys are the 

ones that are going -- not to be here.

MR. KAROTKIN: Okay. The only reason I asked about 

the subrogation because it was calendared for Friday, but 

there's really no point in go forward with that --

THE COURT: Right.

MR. KAROTKIN: -- but we'll confer with counsel.

THE COURT: Correct.

MR. KAROTKIN: Okay.

THE COURT: So on both issues, though?

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MR. KAROTKIN: Yes, sir.

THE COURT: On both?

MR. KAROTKIN: Yes, sir. Yes. Thank --

THE COURT: Anyone else want to raise a question? 

Yes, sir, in the back? Did you want me, or someone else? Mr. 

Pascuzzi, I'm sorry. I couldn't recognize you. 

MR. PASCUZZI: I'm sorry, Your Honor --

THE COURT: Now, I can.

MR. PASCUZZI: You brought up the -- Paul Pascuzzi, 

cocounsel with the Attorney General's Office for California 

State Agencies. You brought up the liquidated, unliquidated 

issue.

THE COURT: Yeah.

MR. PASCUZZI: I think that's off, and under our 

stipulation, the only way that goes back on is if the 

estimation proceeding gets going again because --

THE COURT: Well, I guess I -- maybe I missed that. I 

thought -- well, what -- what then -- you clarify for me. What 

happens to a claim by either one of your agencies or FEMA for a 

fire that isn't within the twenty-two on the list?

MR. PASCUZZI: It would be in the unimpaired class of 

the plan.

THE COURT: Is that right? Mr. Karotkin, is that 

correct or Mr. Orsini? Unimpaired. In other words, if a 

California agency has a fire damage claim arising out of one of 

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the fires that's not on Exhibit A, does there need to be 

another estimation or not? I mean, what do you -- I mean, it 

still come down to the question is it liquidated or 

unliquidated? So you follow me on the question? I don't want 

to trap you late in the day. I just want to make sure we 

clarify it.

MR. ZUMBRO: Sorry. Paul Zumbro, Your Honor. I think 

that's correct. I think those would be general unsecured 

claims because they're not part of the fire trails, but we --

the issue that had been briefed was really specifically whether 

these claims were to be part of the estimation proceedings 

under Judge Donato, and I think what Mr. Pascuzzi was saying 

that we mutually agree that given that the settlement has 

occurred that Your Honor has approved the RSAs for, there was 

no longer the need to brief that issue about whether those 

claims were liquidated for purposes of --

THE COURT: Well, then --

MR. ZUMBRO: -- the estimation.

THE COURT: -- the answer to the question then. So 

let's go back to one of the fires that is not on the twentytwo -- or twenty-one on Exhibit A, right? And there are a 

handful of fires.

MR. ORSINI: I think I can answer your question, Your 

Honor. Kevin Orsini, from Cravath. I think you're right that 

there are a small number of fires that are not part of the 

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seventeen or eighteen fires that are not the Butte fire, and 

therefore as a technical matter are not part of the resolution 

or the post-trust.

THE COURT: The estimation that has now gone into the 

trust, right?

MR. ORSINI: That's exactly right, Your Honor.

THE COURT: Okay.

MR. ORSINI: Those claims, I think are general 

unsecured claims. Complete candor, I don't think anyone in 

this room has spent a whole lot of time focusing on those 

claims, not to say that they're not important claims.

THE COURT: Ms. Winthrop has.

MR. ORSINI: But I think ultimately what the -- what I 

would suggest especially at 5:30 is let all of us confer about 

the best path forward with those. Those may be claims that 

there is some merit in using Judge Newsome with an E or not to 

see if there is a way to resolve them so we can avoid briefing 

we don't need to have and --

THE COURT: Mr. Orsini, you're turning --

MR. ORSINI: -- and we can come back.

THE COURT: -- into California, and I thought you'd 

tell me it's 8:30. 

But the point is if Mr. Pascuzzi's client filed a 

claim for fire such and such, it's deemed allowed even if it's 

unliquidated, but you have to object to it unless you want to 

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let it go, but if it's liquidated, then you don't do anything, 

but obviously, if Judge Newsome or the parties want to 

stipulate around it, fine. We just need to deal with it one 

way or the other.

MR. ORSINI: And I think we should all discuss how 

best to deal with that because that hasn't been the focus.

THE COURT: And Ms. Winthrop needs to be part of this 

conversation. She's got some very significant clients.

MS. WINTHROOP: Sorry, Your Honor. Actually, I was 

going to suggest what Mr. Orsini said, which is I would like 

an -- I did not bring it with me today. I would like an 

opportunity to think about how this all plays out, and I think 

the parties should meet and confer with respect to how best to 

resolve these issues.

THE COURT: Okay. And Mr. Troy, you're standing back 

there. It's the same for you. I mean, you three counsel are 

the three major players on this issue on the other side of 

the --

MR. TROY: Yes. That's true, Your Honor, and I would 

agree with Mr. Orsini. We just need to sit down and talk about 

those and perhaps they could be part of a mediation session.

THE COURT: You're more than welcome for me to impose 

on Judge Newsome with an E to put him -- make him work some 

more, but if he doesn't want to, I'll do it.

MR. TROY: Very good, Your Honor.

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7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE COURT: Okay.

IN UNISON: Thank you, Your Honor.

THE COURT: Anyone else? All right. Thank you, 

everyone, for your long day and your hard work and efforts. 

Happy Holiday, everyone.

IN UNISON: You, too, Your Honor. Thank you.

(Whereupon these proceedings were concluded at 5:32 PM)

Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 311

of 353
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C E R T I F I C A T I O N

I, Sharona Shapiro, certify that the foregoing transcript is a 

true and accurate record of the proceedings.

________________________________________ 

/s/ SHARONA SHAPIRO, CET-492

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: December 19, 2019

Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 312

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

$

$5.95 (1)

 198:6

A

AB (34)

 49:4;104:2,16;106:6;

 112:6;118:16;129:9;

 135:2;192:18,19,19;

 194:24;195:10;201:20;

 209:20;215:23;221:23;

 223:5;235:2,5,7;237:6;

 238:2,8;249:2;255:1,

 13;256:16;258:16;

 259:7;263:16;279:5;

 283:17;291:22

AB- (1)

 96:3

AB-1054 (7)

 96:9,12;98:7;99:12,

 18;101:7;103:15

Abid (1)

 160:21

ability (19)

 37:15;63:12;68:23;

 97:20;155:7;169:17;

 186:14,17;197:15;

 200:10;206:14;209:19;

 211:1;232:25;250:8;

 252:4;263:16;278:16;

 284:24

able (26)

 26:18;68:6;69:8;

 71:2;84:21,25;85:5;

 92:21;105:17;142:21;

 149:19;195:10;212:24;

 224:24;225:4,21;

 226:9,10;231:1;238:7,

 7;242:12;247:24;

 259:8;265:10;294:1

above (3)

 15:22;23:4;207:21

Abrams (38)

 130:21;214:3,13,13,

 14,14,16,21,24;215:6,

 7,14,19,21;216:9,12,

 14,15,22,24;217:8,8,9,

 12,14,20,25;218:13,16,

 21,24;219:5,7,20,25;

 220:2,4;234:6

Abrams' (1)

 131:5

absent (3)

 95:12;155:5;158:14

absolute (2)

 165:23;207:14

absolutely (18)

 63:12;64:18;108:2;

 131:18;132:10;133:3;

 212:2;216:12,14;

 242:9;254:13;260:5;

 264:10;272:25;282:8;

 303:5,7,13

absorb (3)

 128:3;138:5;139:14

abundantly (2)

 108:3;193:5

accept (8)

 24:8;38:20;86:1;

 99:8;137:12;171:21,

 24;202:7

accepted (1)

 285:1

accepting (1)

 155:3

access (2)

 40:24;209:19

accommodate (1)

 306:14

accomplish (2)

 111:5;223:21

accomplished (1)

 111:3

accord (1)

 275:3

according (1)

 177:23

account (4)

 222:6;244:3;262:11;

 294:1

accurate (1)

 268:23

accurately (1)

 197:22

achieve (4)

 111:6;224:2;290:4;

 291:11

achieved (5)

 111:7;222:3;290:1;

 291:9,10

achieves (2)

 105:23;110:13

acknowledge (3)

 112:25;214:3;248:20

acknowledged (2)

 223:17;289:16

acknowledges (2)

 267:5;288:19

acknowledging (1)

 99:10

across (2)

 90:13;189:17

act (3)

 216:10;254:8,8

action (11)

 20:24;21:3;35:14;

 37:10;47:15;50:11;

 71:23;115:2;127:7;

 129:5;227:3

actions (3)

 81:23;98:5;131:24

active (1)

 300:24

acts (1)

 147:21

actual (4)

 113:23,23;165:16;

 267:3

actually (36)

 12:15;23:21;29:23;

 31:15,22;37:7;60:18;

 77:8;88:11;100:8;

 124:2;131:10;132:8;

 156:8;161:16;186:14;

 187:22;188:5,17;

 189:12;190:3;191:13;

 193:1;197:7;210:11;

 211:12;218:2;225:14;

 238:1;248:16;269:13;

 271:8;275:25;280:17;

 281:1;310:9

ad (18)

 110:18;111:13;

 112:21;121:15;123:20;

 124:16;130:5,9,14;

 155:25;160:22;177:16;

 187:14;239:20;258:5;

 276:3;278:18;291:6

adamant (1)

 250:9

add (7)

 68:16;121:10;130:9;

 131:9;164:7;191:22;

 265:25

added (1)

 134:4

addition (2)

 205:4;212:8

additional (2)

 205:4;278:23

address (34)

 9:21;10:11;12:8,13;

 37:7;42:7;74:1;102:13,

 13;103:23;104:16,17;

 105:18;108:2;109:13,

 23;110:1;111:12;

 113:11,12;117:16;

 119:6;128:13;137:1;

 150:18;185:3,23;

 187:7;211:13;221:9;

 222:13;227:17;250:7;

 294:3

addressed (8)

 101:13;103:25;

 111:10;131:8;148:4;

 150:16;220:16;237:1

addressing (1)

 122:25

adequate (2)

 222:12;284:23

adhere (2)

 131:5;255:25

adjourn (1)

 135:20

adjudicate (1)

 64:16

adjudicated (2)

 65:10;69:14

adjudicating (1)

 69:16

adjudication (1)

 72:5

administer (2)

 99:6,7

administered (1)

 154:17

administering (1)

 100:13

administration (3)

 106:5;118:4;154:7

administrative (1)

 152:9

administratively (1)

 152:12

admission (1)

 286:21

advance (1)

 267:11

advances (3)

 257:6;261:3;299:25

advantage (2)

 178:23;296:23

Adventist (12)

 121:14,21;126:25;

 143:24;150:21;152:15,

 22;153:12;163:3,20;

 212:17;224:19

adverse (8)

 71:3;188:14;229:25;

 260:14,16,19,21;297:2

advice (4)

 178:12,14,18;301:13

advisedly (1)

 239:1

advisement (2)

 259:14;293:14

advises (1)

 238:7

advisor (1)

 188:9

advisors (1)

 217:17

advocate (4)

 238:20;244:6;301:2,

 3

advocating (3)

 257:9;297:21;306:1

affairs (1)

 89:11

affected (5)

 69:16;153:9;165:16;

 210:20,21

affidavit (1)

 202:18

affirmed (1)

 284:13

afternoon (11)

 51:14;125:16,21;

 128:14;136:13;156:9;

 159:16;167:9;209:4;

 221:7;303:18

again (112)

 16:13;19:6,13;24:21;

 25:14;31:11;33:21;

 40:7;52:4;60:4,11;

 65:21;67:18;71:4;73:2,

 15;79:24;87:8;93:2;

 104:21;105:10,16;

 106:7;107:9,20;111:3,

 4;112:1;113:11;

 116:11,18;117:18;

 118:25;119:20;126:18;

 127:10,17;128:16;

 130:22;136:6,13;

 143:3;147:18;151:18;

 153:17;155:4,23;

 160:20;170:14;171:9;

 172:11,20;173:12;

 176:21;177:9;182:12;

 185:15;187:11;191:7,

 15;194:1;198:22;

 199:8,22;200:14;

 201:12;202:8,9;203:2,

 8,25;205:7;207:19;

 218:5,10;219:21;

 220:11;222:18,18,18;

 234:1;236:3,16;237:8,

 21;238:10,16,24;

 241:8;242:2,5;247:11;

 255:25;256:23;260:4;

 261:24;268:1;276:2;

 277:22;279:14,14;

 280:2;282:16,19;

 284:7,10;294:18;

 298:18;299:9,22;

 303:21;307:16

against (37)

 11:3,18,20;13:14,17;

 14:25;16:5,6;19:14;

 24:1;29:13;33:13,24;

 36:15;42:17;53:2;

 71:14;76:18;129:5;

 140:10;193:24;196:9;

 197:20,21;200:1;

 212:14,15;232:1;

 249:7,23,24;250:15,16;

 252:8,16;282:4;299:8

age (1)

 39:13

agencies (12)

 53:23;127:17,22,24;

 130:22;148:10;162:21;

 164:6;180:25;214:19;

 307:11,19

agency (3)

 128:20;163:8;307:25

agenda (2)

 155:14;250:6

aggregate (2)

 220:14;224:19

ago (18)

 12:22;20:20;32:14;

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(1) $5.95 - ago Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 313

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 131:14;167:23;185:8;

 191:19;205:24;221:16;

 228:8;232:4;239:19;

 248:12;259:15;260:9;

 262:21;276:5;300:2

agonizing (1)

 135:10

agree (37)

 16:15,17;19:12;33:7,

 14;35:16;50:10;76:3;

 92:4;98:14,16;100:4;

 123:3;127:4;132:5;

 139:12;145:10;158:22;

 171:2;174:25;177:21;

 185:4;197:10;206:20;

 210:9,11;222:2;

 225:13;228:21;240:21;

 269:6,14;273:20;

 277:18;296:12;308:13;

 310:20

agreeable (1)

 91:15

agreed (37)

 9:9;10:17;24:8;26:3;

 40:5,14,15;51:15;61:3;

 73:14;104:10,10;

 110:4,16;121:11;

 125:12;132:15;159:3,

 8;161:11,16,22;

 169:22;170:19;172:18;

 173:9;175:5;180:12,

 13;185:19;189:23;

 240:8,9;278:15;

 291:12,17,18

agreed-upon (1)

 182:5

agreeing (5)

 11:16;12:4;14:25;

 39:19;65:7

agreement (40)

 8:13;9:21;16:10;

 41:13;62:13;67:15;

 72:12;78:5;92:3;

 121:16,20,24;128:24;

 146:7,10;147:5;

 154:11,19;158:5;

 161:18;189:6;213:7;

 217:24;222:11;225:5;

 226:1;229:19;231:21;

 237:2;238:13;240:10;

 241:4,5;243:5,10;

 270:15;286:18;289:3,

 13;295:15

agreements (3)

 272:3,4;286:20

agrees (1)

 117:24

aground (1)

 236:24

ahead (21)

 11:8;17:3;32:1;39:5;

 57:16;68:16;72:3;

 84:13;87:1;97:24;

 102:25;108:15;121:12;

 133:11;138:2,3;147:3;

 211:3;214:15;215:20;

 293:8

air (1)

 13:2

Akin (4)

 155:25;160:21;

 187:14;276:3

Alameda (1)

 86:25

Alan (1)

 166:21

albeit (1)

 180:18

Alexander (32)

 17:15,16,19,19,22,

 24;18:1,7,10,13,16,20,

 22;21:10;22:16;24:17;

 26:18;38:25;39:3,6,7,

 12,22,24;40:1,4,8,10,

 12;41:9;49:19;60:1

Alexander's (3)

 16:23;17:7;33:8

alive (4)

 148:6;179:11;197:2;

 287:21

allegations (1)

 69:2

alleges (1)

 10:6

allegiances (1)

 301:15

all-in (1)

 230:14

allocated (2)

 140:17,23

allow (15)

 20:25;22:7;30:17;

 97:17;132:16;148:2,

 25;149:24;152:24;

 170:9;184:25;199:1;

 229:9;255:23;282:22

allowance (12)

 33:4;127:15;147:13,

 15;148:18;149:14,19,

 21,22;152:19,24;

 269:16

allowed (13)

 19:13;31:14;32:20,

 21,23;64:9;134:25;

 149:1;194:4,10;196:5;

 297:2;309:24

allowing (4)

 135:7;149:4;165:10;

 287:3

allows (2)

 154:25;198:21

alluded (3)

 190:21;288:18;298:4

almost (7)

 135:5;253:10;269:6,

 11,23;270:1;276:13

alone (5)

 128:4;149:12;

 216:24;217:1;224:12

along (7)

 15:13;34:15;45:21,

 23;81:21;222:21;

 239:21

Alsup's (1)

 250:10

alternate (3)

 15:10;63:11;177:11

alternative (8)

 87:11;97:18;99:17;

 131:15;178:5;232:24;

 246:23;255:24

although (7)

 59:12;127:18;156:1;

 190:15;202:5;206:10;

 244:4

always (2)

 65:23;239:25

Amanda (2)

 243:16;253:9

ambiguity (1)

 302:4

amend (2)

 82:4;96:20

amended (15)

 21:12;31:7,16;32:13;

 52:1;94:22;108:1,20;

 144:24,25;209:17,25,

 25;212:7;265:13

amendment (8)

 94:10;104:10,11;

 108:23;110:5;145:2;

 196:5;220:15

amendments (1)

 97:16

amends (1)

 304:14

American (1)

 294:17

among (15)

 100:25;105:20;

 118:23;134:16;140:24;

 142:6;145:20;151:17;

 154:18,21;201:2;

 288:21;289:11;291:11;

 294:23

amongst (1)

 210:18

amount (22)

 11:7;34:11;87:22;

 114:15;117:24,25,25;

 118:6;134:25;137:25;

 140:16;155:3;157:20;

 158:24;192:12;209:6;

 222:12,14;232:20;

 245:11;256:14;292:15

amounts (6)

 77:5;118:17;119:14;

 132:5,7;274:23

ample (3)

 16:25;17:9;151:8

amplification (1)

 116:22

amplify (2)

 120:11;287:2

analysis (1)

 21:13

analysts (1)

 245:13

analyzed (3)

 26:21;233:17;287:18

anathema (1)

 26:25

anchor (1)

 202:13

and-a-half-billion-dollar (1)

 277:13

Anne (1)

 61:18

announce (1)

 125:18

announced (4)

 203:17;204:17;

 260:4,10

anomaly (2)

 210:6;242:2

answered (4)

 155:14;207:8;

 239:19;280:17

anti- (1)

 167:25

anticipate (3)

 34:24;167:12;290:18

anticipating (1)

 290:19

anticipation (1)

 207:2

anticompetitive (1)

 277:2

anti-competitive (1)

 212:9

anti-insurance (1)

 59:18

anxiety (1)

 244:23

anymore (2)

 51:23;275:18

anyplace (1)

 254:15

apart (6)

 15:12;30:5;64:6;

 133:12;286:16;289:25

apologies (1)

 303:20

apologize (5)

 29:10;155:18;161:4;

 237:16;265:5

apologized (1)

 182:13

apparently (2)

 144:4;145:11

appeal (1)

 36:18

appeals (4)

 159:17;239:25,25;

 240:1

appear (5)

 34:21;156:4;165:11;

 218:6;247:13

appearance (3)

 9:13;35:11;165:2

appeared (4)

 29:18;132:1;156:3;

 165:5

appearing (4)

 9:13;10:3;61:16;

 143:5

appears (2)

 220:16;238:4

appellate (1)

 21:2

apples (8)

 233:7,8,16,16,23,23;

 279:17,17

applicable (10)

 66:17;129:15;166:3;

 174:14;179:3,14,17;

 198:25;298:5,6

application (2)

 128:12;231:7

applies (1)

 235:5

apply (2)

 96:16;231:8

appointed (4)

 105:22;111:6;199:8;

 291:7

appointing (1)

 105:23

appreciate (17)

 35:2;41:23;42:16,18;

 50:4;75:7;134:14;

 146:8;147:16;153:23;

 165:10;215:21;220:4;

 223:3;232:8;265:22;

 302:22

appreciation (2)

 143:18;264:21

approach (2)

 65:9;197:10

approaching (1)

 215:24

appropriate (11)

 26:16;30:23;34:12;

 67:6;94:11;102:4;

 128:24;129:6;158:23;

 291:19;297:5

appropriately (1)

 141:17

approval (15)

 114:1;116:16;

 117:20;119:13;123:5;

 130:2;153:8;154:16;

 219:19;239:22;270:9,

 16,17;271:1;283:17

approve (77)

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(2) agonizing - approve Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 314

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 94:14,21,24;97:24;

 99:8;100:5,6;101:12;

 103:25;104:19;115:12,

 14;116:2,18;123:9;

 124:1;128:24;129:23;

 131:13;140:23;146:5;

 148:12;153:11;158:2,

 3;159:10,13;160:7;

 161:20;162:1;167:25;

 172:19;173:9;175:20;

 176:24;179:10,22;

 180:8,14;182:16;

 183:19,23;190:17;

 193:14,15,15,17;

 196:25;199:3;203:21;

 204:13,22;206:20;

 207:21;210:7;213:7,9;

 216:18;241:23;251:5,

 16;258:14,24;259:6,

 19;260:13,14;261:1,2;

 272:15;282:2;283:5;

 286:22;292:13,22;

 293:11;305:13

approved (29)

 15:24,24;16:1;

 146:10;149:11;157:12;

 159:17;176:5;177:18;

 200:8;205:15,16;

 218:22;220:1;241:6;

 256:21;261:1,12;

 262:13;265:25,25;

 266:3;269:17;270:23;

 275:10;284:23;287:3;

 288:1;308:14

approves (2)

 161:19;284:16

approving (15)

 99:11;110:24;

 119:13;153:16;172:9;

 179:23;196:17,18;

 206:6,7;215:15;248:4;

 251:19;282:10;302:7

approximately (2)

 38:16;187:17

April (1)

 249:9

arbitration (12)

 61:25;62:14,20,22;

 63:25;66:16,24;67:4,9;

 68:7;70:22,24

arbitrator (2)

 62:15;71:10

areas (1)

 138:2

arena (1)

 101:16

Arent (1)

 209:5

arguable (1)

 157:9

argue (10)

 16:19;30:21,21;

 62:20;71:6,8;125:15;

 156:2;190:2;207:17

argued (7)

 73:6,7,10;108:1;

 190:3;211:11;294:2

argues (2)

 71:13;206:1

arguing (4)

 50:19;73:12;90:1;

 296:9

argument (28)

 37:7,9;47:1;66:14,

 14,23;70:17;74:17,19;

 95:5;96:17;102:12;

 107:22;126:4;129:2;

 131:1;134:12;143:8;

 162:9;166:4;186:3;

 187:4;202:22;215:13;

 253:2;282:14;283:6;

 293:1

arguments (17)

 9:23;10:12;23:7;

 38:23;45:3,19;63:16;

 158:13;209:10;212:1;

 214:17;257:17;296:1;

 298:16;299:8;301:1,1

arise (2)

 67:15;259:10

arising (1)

 307:25

arms' (1)

 105:20

around (18)

 11:3;13:21;101:10;

 106:4;111:24;123:23;

 136:10;184:17;225:20;

 253:15;255:6;269:10;

 278:2;284:9;285:14;

 293:2;297:19;310:3

arrived (1)

 137:21

article (1)

 276:20

articles (2)

 191:8;203:10

articulate (1)

 302:8

articulated (2)

 25:24;209:17

articulating (1)

 61:11

aside (16)

 18:8;36:15;69:2;

 80:3;108:5;124:2;

 159:17;169:14,19;

 177:3;184:3;195:18;

 232:17;239:24;240:22;

 242:5

aspect (2)

 132:18;148:3

assert (3)

 79:21;111:14;291:2

asserted (3)

 64:21;201:24;302:6

asset (1)

 10:16

assigned (3)

 10:17;227:3,17

assignment (12)

 129:4;135:14;

 169:13;171:9;186:10;

 187:4;248:19,24;

 249:22,24;251:9;252:3

assignments (3)

 249:1,14;286:5

assistance (1)

 106:11

associated (3)

 110:21;219:22;

 228:15

Associates (1)

 9:16

assume (12)

 15:20;21:11;25:20;

 64:2;83:19;175:19;

 195:3;239:21;254:10;

 257:5;274:10;275:13

assuming (2)

 53:25;57:3

assumption (2)

 190:23;297:18

assure (3)

 119:5;289:2;292:18

assured (1)

 292:17

Astelford (1)

 126:12

asterisk (1)

 23:3

Astleford (1)

 136:22

attack (1)

 284:15

attempt (2)

 84:18;259:6

attempted (2)

 72:25;302:8

attend (1)

 130:8

attendance (1)

 134:14

attendant (1)

 38:14

attorney (4)

 51:14;126:11;

 162:20;307:10

attorneys (3)

 65:20;106:8;219:11

attractive (2)

 193:2;236:21

attributable (1)

 119:14

audience (1)

 103:7

August (1)

 22:9

auspices (1)

 105:21

authority (4)

 59:2;92:18,20;

 149:23

authorization (1)

 82:11

authorized (1)

 30:14

Auto (1)

 295:1

autograph (1)

 120:23

automatic (3)

 29:11;104:11;108:21

automobile (1)

 33:22

availability (1)

 223:9

available (13)

 27:6;29:13;69:8,11;

 73:19;86:4;201:11;

 202:25;203:5;223:6,

 20,20;256:21

avoid (6)

 98:5;250:20;285:17;

 306:6,11;309:17

award (1)

 24:24

aware (7)

 19:7;40:11;41:25;

 108:18;231:2;244:19;

 245:25

away (28)

 13:21;19:2;61:4,7;

 68:22;81:14;87:10;

 90:7;105:13;108:21;

 179:23;182:2;186:17;

 189:11;191:2;197:11;

 200:9;207:4;208:17;

 240:5;256:8;259:12,

 12;261:21,23;262:1,4;

 268:17

awful (2)

 57:7;146:5

B

back (93)

 14:14,18;15:15;

 23:25;25:14;41:7;

 43:23;55:3;59:6,9;

 66:15;71:23;73:18;

 79:8;80:12,20;88:21;

 101:17;116:1;119:7;

 122:8;123:9,23;

 129:22;148:5,12;

 151:14;153:10;154:2;

 159:13;160:11;161:20;

 162:13;167:18;172:22;

 174:8;179:21;180:6;

 183:5;185:17;186:10;

 187:1;190:6;191:9;

 192:2;198:22;200:10;

 202:9;203:2,8,11;

 207:5;208:17;231:17;

 232:12;236:19;238:23,

 23;239:18;241:7;

 244:8;246:21;249:9;

 253:24;258:25;259:24;

 262:6;266:4;268:24;

 269:10;271:11;277:6;

 284:16;286:23;287:16;

 289:14;292:14,14;

 295:1,11;296:13,25;

 299:8,9;305:16,20,21,

 23;307:5,15;308:20;

 309:20;310:15

background (4)

 10:11;11:25;96:2;

 279:15

backpedaling (1)

 225:16

backstop (1)

 203:1

backwards (1)

 300:1

bad (17)

 26:25;58:10;99:2;

 101:2;173:22;182:3;

 190:7;233:3;242:3;

 253:3,17;261:9,11;

 284:18;296:7;298:9,13

Baker (3)

 10:3;131:19;221:8

balance (3)

 9:22;68:19;290:1

ball (6)

 74:2;251:1;252:15;

 257:6;261:3;297:16

ballots (2)

 198:3;271:17

bank (2)

 209:2,2

bankruptcy (70)

 10:14;23:2,6;28:12,

 15,20;32:5;37:1,22;

 45:9,14,16,18;47:10,

 10;48:15;54:22,23;

 55:3,22;59:8,10,16,19;

 60:9;64:14;65:23;66:1,

 3;78:20;80:3;81:22;

 82:4;85:13;88:16,25;

 89:23,23;90:6;95:22;

 97:16;98:5;99:6,11,14,

 25;100:13;101:13;

 105:8,22;106:11,11;

 109:6;137:17;198:3;

 223:7,20;229:6;

 232:13;233:17;239:8,

 9;243:24;245:18;

 246:2,3;247:6;262:7;

 294:18;295:9

banks (2)

 168:14;199:24

bar (2)

 96:13;226:22

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(3) approved - bar Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 315

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

Barata (1)

 135:18

bargaining (4)

 62:13;63:11;67:15;

 72:12

barrel (1)

 188:23

bars (1)

 81:23

based (26)

 58:25;103:8;104:12;

 140:9;155:1;199:9;

 200:13;201:11;202:8;

 204:16;209:13;213:3;

 222:14;226:2;228:13;

 229:8;230:25,25;

 239:16;240:9;263:25;

 264:1;265:15;277:3;

 289:21,23

basic (1)

 199:15

basically (5)

 153:5;161:18;170:7;

 268:1;279:22

basis (6)

 63:10,11;105:6;

 165:22,22;253:18

battle (2)

 22:8;287:5

battling (1)

 140:13

Baupost (1)

 202:12

bear (2)

 137:24;293:9

beats (1)

 287:19

beautiful (1)

 139:11

become (1)

 258:16

becomes (1)

 270:3

beep (1)

 253:14

begin (3)

 129:21;148:7;176:23

beginning (4)

 198:18;199:14;

 271:2,4

begins (2)

 17:5;46:13

begun (1)

 247:17

behalf (24)

 9:16;10:3;35:6,7;

 75:21;95:17;101:11;

 121:13;124:16;131:19;

 142:6;143:5;152:5;

 155:25;160:21;164:6;

 187:14;209:5;220:7,

 12;221:8;226:7;

 254:21;258:4

behind (5)

 10:25;132:11;200:9;

 241:15;268:4

belief (7)

 94:10;221:23;

 226:13;235:19,21;

 251:20;285:15

believes (6)

 30:23;145:24;189:7;

 237:3,4;238:19

bells (1)

 219:15

belongs (1)

 170:12

bench (4)

 89:8;156:7;189:18;

 258:16

beneficial (1)

 228:7

beneficiaries (3)

 14:22;118:13,24

benefit (6)

 23:11;30:6;170:4;

 235:2;250:3;278:7

benefits (7)

 10:12;68:21;210:2;

 223:5;262:11;280:6;

 291:23

Bennett (45)

 207:13;236:17;

 244:4;258:1;265:21;

 266:15,16;267:14,20,

 24;268:15,17;269:22,

 25;270:7,18,21,24;

 271:1,5,7,15,19;272:3,

 7,9,13,16,18,20,22,25;

 273:5,7,21,25;274:8,

 10,12,14;277:17;

 280:10;288:18;299:6;

 300:13

Benvenutti (47)

 75:24;76:1,5,9,12,

 16;78:4;81:5;82:7,10,

 17,19,21,24;83:1,4,20,

 22;84:1,13,14,18;85:9,

 15,18,21,25;86:18;

 87:14;88:1,8;90:9,14,

 24;91:7,11,17,20,24;

 92:7,11,15,17;93:1,7,

 11,21

BERESTKA (48)

 75:14,20,20;77:6,11,

 13,15,18,20;78:2,6,8,

 11,13,23;79:9,11,15,

 18,25;80:1,7,11,13,23;

 81:11,13,16,18;82:1,6;

 88:11,18;89:1,4,12,14,

 16,19,25;90:4,20,22;

 91:13,23;92:1;93:12,

 18

Berestka's (3)

 93:2,6,8

besides (2)

 132:18;140:10

best (39)

 54:10;65:14;106:8;

 113:6;132:16;138:8;

 139:8;143:22;171:12,

 22;172:3,12;179:24;

 180:4,15;181:10,12,13;

 206:25;219:12;222:2;

 226:9,13,13;228:24;

 231:7;237:24;238:1,3;

 245:8,15;246:14;

 263:13;284:25;289:4;

 300:7;309:15;310:6,13

bet (1)

 31:19

Beth (1)

 209:4

bets (3)

 174:19;176:3;195:6

better (29)

 33:14;65:25;67:2;

 96:15;138:5;172:9;

 180:23;184:6;185:2;

 188:6;205:3;214:10;

 219:8;241:15;242:19;

 252:7,16;264:21;

 279:6,6,7,8;280:15,20;

 281:5,18;282:12;

 300:6,25

beyond (6)

 11:7;62:3;77:4;

 132:3;215:17;250:21

bifurcate (4)

 35:21;36:5,6,14

big (14)

 36:21;85:2;100:1;

 146:22;147:8,11;

 148:10;186:7;195:14;

 199:21;252:2;265:2;

 266:23;306:11

bigger (5)

 23:25;27:22;100:1;

 173:10;259:3

biggest (1)

 202:11

Bill (2)

 13:1;18:18

billion (45)

 10:16;27:1;112:25;

 115:15,15;140:23;

 143:24;157:17;158:6,

 23;161:12;171:8,8;

 187:17;188:10,16;

 189:3,8;191:3,12,14;

 201:11,16,22,24;202:1,

 4,6;203:21;209:6;

 212:17;219:4;245:11;

 249:1;261:13;263:23;

 268:10;278:21;279:20;

 283:1;289:13,14;

 292:16,18,20

billion-dollar (3)

 130:24;157:10;

 189:17

billions (4)

 192:11,13,14;299:13

bind (2)

 169:1;172:3

binding (6)

 33:20;169:3;203:18;

 207:25;208:3;295:12

binds (1)

 177:8

bit (17)

 10:25;11:25;48:25;

 88:12;93:15,16;96:1;

 108:7;159:16;198:23;

 204:11;210:3,10;

 245:20;258:6;265:5;

 278:2

Blackacre (3)

 267:21;297:5,6

blanket (1)

 201:10

blow (2)

 180:9,11

blowing (1)

 190:23

blows (1)

 268:21

blue (1)

 198:6

bluff (1)

 300:14

board (4)

 90:13;199:9;216:18,

 19

board's (1)

 203:3

body (1)

 65:25

bog (1)

 86:14

bogged (1)

 21:6

BOKF (5)

 130:14;185:23;

 186:2;208:22;209:5

bond (18)

 123:20;227:15;

 228:5,16;230:22,24;

 231:16;237:6;238:14;

 239:20;240:11,24;

 241:3;249:21;251:10;

 261:15;263:19;287:20

bondholder (10)

 178:22;179:1,3,8,13,

 14;190:6;221:23;

 222:9;268:2

bondholders (12)

 111:9;112:21;

 169:23;173:13;177:16;

 184:19;185:1;186:2;

 253:12;273:12,12;

 303:3

bondholder's (2)

 176:5;178:5

books (1)

 71:11

bopping (1)

 253:15

bore (1)

 294:12

born (1)

 272:13

both (48)

 24:20;40:20;53:22;

 56:12;58:6;82:11;

 104:24;109:10;110:22;

 124:22;125:21;128:19;

 132:14;137:13;170:13;

 171:7;172:6;181:15;

 185:23;190:11;194:4;

 195:6,7;198:25;

 208:18;221:4;233:2;

 234:5;239:21,22;

 242:6;251:10;258:7,

 11,19;266:3;275:5,7;

 282:2;285:1,25;286:3;

 293:8,11,13;295:25;

 306:25;307:2

bottom (3)

 120:24;194:16;

 246:16

bought (1)

 84:22

bound (3)

 25:22;238:13;276:23

box (1)

 258:25

bracket (1)

 145:19

brand (1)

 73:16

Bray (110)

 167:5,6,7,9,10,15,17,

 20,22;168:6,10,23;

 169:1,3,5,8,11;170:4,7,

 17,20,23,25;171:2,16,

 18,21;172:15,18,25;

 173:2,7,10,17,21;

 174:3,5,8,12,16,18,22,

 25;175:5,9,16,19,24;

 176:1,6,8,10,12,15,18,

 19;177:1,3,7,12,15,21;

 178:1,3,7,11,14,17;

 179:5,20;180:10,13;

 181:3,12,21,23,25;

 182:15,18,21,23;183:3,

 7,17,23;184:1,4,7,9,12,

 15,23,25;185:6,10,19;

 186:9,12,20,22,25;

 197:22;199:22;234:17;

 242:4;250:6;253:20,

 23;257:15;298:3

Bray's (1)

 301:1

breach (6)

 77:22;81:8,8;288:15;

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(4) Barata - breach Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 316

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 296:9;297:8

breached (3)

 81:10;85:10;90:8

breaching (2)

 296:24;297:21

bread (1)

 219:12

break (23)

 8:24;82:9;93:23;

 94:1,13;102:4;103:3;

 126:5,7,17;130:8;

 131:12;208:23;213:20;

 214:4;220:10,22;

 229:11;248:16,17;

 253:8;264:19;296:21

breaks (1)

 126:9

breathing (1)

 13:2

breeches (1)

 207:7

brethren (1)

 249:25

bridge (2)

 78:24;283:4

brief (15)

 34:23;63:4;66:15;

 71:20;74:1;126:2;

 131:16,16;165:12;

 214:15;243:2;266:16;

 288:8;305:9;308:15

briefed (3)

 85:22;201:4;308:10

briefing (7)

 63:13,13;72:17,19;

 89:24;305:6;309:17

briefly (7)

 34:20;39:13;124:10;

 137:3;154:10;193:3;

 248:18

brightest (2)

 181:10,13

bring (11)

 67:16;72:25;95:20,

 21;152:18;229:8;

 245:23;250:15,16;

 259:5;310:11

brings (2)

 215:7;249:6

broad (4)

 154:22;209:22;

 210:2;282:21

broader (1)

 99:10

broke (1)

 264:19

broken (2)

 264:16,17

brough (1)

 114:21

brought (10)

 117:19;119:12;

 153:7;154:13;156:1;

 188:5;218:25;292:11;

 307:9,11

BROWNSTEIN (25)

 209:4,4,8,9;210:5,9,

 11,18,23;211:1,3,7,11,

 15,17,23;212:2,4,22;

 213:3,6,11,13,18,19

Bruce (1)

 244:4

brush (1)

 154:22

bucket (1)

 201:11

build (1)

 265:11

building's (1)

 77:3

built (2)

 270:4;297:19

bunch (3)

 192:10;206:13;

 294:13

burden (7)

 36:22;37:2,5;42:16;

 50:5;83:16;147:22

burdened (1)

 59:21

burdens (3)

 19:1;25:10,11

burdensome (2)

 14:3;66:12

burned (2)

 137:18;139:10

burning (2)

 51:20,20

burnt (1)

 51:21

business (10)

 14:7;128:18;153:5;

 217:2,4,5;222:24;

 292:1,1,2

busy (1)

 108:7

Butte (2)

 219:6;309:1

bye-bye (1)

 200:25

C

Cal (1)

 127:17

calculated (2)

 118:18;220:15

calculation (1)

 136:15

calendar (11)

 8:21;9:2;74:20;

 116:2;132:13;157:8;

 159:4,12;304:16;

 305:24;306:11

calendared (1)

 306:19

CALIFORNIA (26)

 8:1;62:9,12;68:23;

 71:13;97:11;103:15;

 128:15;129:8;137:4,8,

 10;140:10;162:20,21;

 223:6;229:1,5;230:2,

 17;232:17;264:8;

 279:7;307:10,25;

 309:21

Call (26)

 8:3;9:2;59:24;60:7;

 64:13;67:22;74:12;

 75:21;112:9,12;126:2;

 130:23;146:22;162:13;

 167:14;168:1;191:17;

 199:1;238:22;253:23;

 256:1;257:18;262:24;

 269:3;300:13,22

called (6)

 18:18;63:23;90:15;

 269:2;291:12;293:2

calling (1)

 161:7

callous (1)

 137:13

calls (1)

 157:24

came (9)

 21:10;71:12;100:17;

 184:20;188:19;221:15;

 225:11;243:18;249:23

Camp (8)

 21:20;27:2,5;28:20;

 95:7;132:2;140:3;

 143:5

Campbell (1)

 137:7

Campora (2)

 243:16;252:10

Camporas (1)

 252:22

Campos (1)

 64:19

Campos's (1)

 71:2

can (154)

 9:10;15:7,16;16:14;

 17:8;19:1;20:20;22:10;

 23:23;35:16;37:6;

 41:16;44:16;46:5;47:2,

 22,25;50:2,5;55:7;

 59:8;66:22;71:15,16,

 18;72:16,18;73:17;

 74:2;75:17;76:13;81:9;

 82:5;86:8;87:1,2;

 91:13,16;92:4,22;

 96:10;97:4;98:25;

 103:24;105:3,4;110:7;

 113:17;116:17,22;

 117:16;118:10;121:10;

 123:9;127:22;141:5,

 19;148:24;149:1,13,

 22;150:16,18;151:14,

 23,24,24;154:5,23;

 156:11;165:12,17;

 170:12;177:8,16,18,18;

 183:1,20;184:2,5,12;

 189:11;190:4,9,10,20;

 191:5;192:7;193:4;

 194:24;196:6,6;

 199:24;200:17;209:23;

 212:15;214:18;218:3;

 222:3,5;223:21;226:2,

 13;231:8,18;234:9;

 236:18;238:1,9,14,22;

 244:9,10,12,13;246:2;

 248:23;253:13,18;

 255:2;259:5,6;262:15;

 263:8;265:11,12;

 272:15;275:22;276:18;

 279:10;280:22;281:5,

 23;282:5,8,21;283:3,6;

 284:20;286:16;288:11;

 289:1;292:18;295:15;

 304:21;305:21;306:5,

 6,14;307:8;308:23;

 309:17,20

candidate (1)

 281:6

candle (2)

 51:20,20

candle's (1)

 51:21

candor (1)

 309:9

Canyon (2)

 126:25;143:25

capable (2)

 110:6;230:3

capacity (2)

 35:7;217:11

capital (2)

 192:12;209:20

capped (1)

 201:16

care (2)

 74:3;256:10

careful (3)

 78:19;186:18;241:16

carefully (1)

 161:1

cares (1)

 263:8

carried (2)

 225:1;295:2

carrier (1)

 11:22

carriers (1)

 40:15

carrier's (1)

 37:24

carry (2)

 131:5;174:2

cart (2)

 80:13;150:13

carve (1)

 242:5

cascading (1)

 35:13

case (111)

 10:14,16;11:23;

 13:10;14:5,5;18:25;

 22:2;23:6;26:4;36:10;

 37:19;38:11;39:8;40:2,

 21;41:2;42:11,11,22,

 25;45:20;47:6;53:14;

 58:11;65:18;68:5;

 70:20;71:16;75:22;

 79:20;82:13;83:9,10;

 85:21;87:1,23;88:14;

 89:12;90:10,24;98:6;

 110:6;135:1,7;150:17;

 152:1,8,20;153:4;

 157:16;160:11;162:3;

 164:4,20;175:7;

 181:11;191:11;195:19;

 198:3,16;199:10;

 203:6;222:14,25,25;

 223:2,20,25;228:23;

 233:12,18;236:24;

 242:12;244:24;249:15;

 252:11,12,16;253:7,11;

 256:10,15;260:16;

 262:13;264:5;266:5,5;

 267:5,25;268:4;269:5;

 274:21,22,23;275:8;

 276:15;284:13;288:23;

 289:24;295:15,17,19,

 21;296:18;297:13,17;

 299:10;300:21;301:19;

 306:1

cases (36)

 29:18;33:22,22,23;

 41:3;59:15;63:19;

 96:10,15;104:22;

 105:25;106:6,9;111:1;

 113:7;133:18;199:14;

 203:4,5;205:14;

 243:18;249:18;260:17;

 266:24;268:7,8;289:6;

 291:13,20;292:6,11;

 294:13,25;296:12;

 300:17,18

cash (22)

 14:1;27:4,9;142:7,

 11;188:22,22;202:2,6;

 222:12,14,17,19;

 225:19;261:13,16;

 278:6,7,8,8,9,10

Casino's (1)

 295:19

casual (1)

 59:12

catastrophic (1)

 137:17

categories (1)

 141:15

caught (3)

 79:19,20;89:25

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of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

causal (1)

 26:10

causation (1)

 140:13

cause (2)

 289:25;299:25

caused (1)

 200:19

causes (5)

 76:7;77:1;85:4;

 129:4;227:3

cautiously (2)

 226:25,25

cavalier (1)

 59:12

caveat (2)

 88:19;171:9

CBA (6)

 68:3;69:15;72:4;

 73:1,8,24

CECIL (6)

 220:7,7,12,12,19,20

Cecily (4)

 131:19;152:4;221:7;

 265:23

centralized (1)

 252:24

cents (1)

 282:15

certain (8)

 58:22;76:16;117:24,

 25;197:16;269:14;

 297:9,9

certainly (22)

 37:5;48:20;58:7;

 63:9;65:6;82:19,21;

 104:1;122:19;123:1;

 152:17;186:7;233:4;

 244:14;245:2;257:11;

 262:7;274:21;294:9;

 297:24;298:7;299:6

certainty (11)

 191:4;200:15;

 205:12,20;233:13;

 251:18;259:23;277:23;

 278:16;290:4,5

cetera (1)

 96:8

chair (1)

 8:9

Chairman (2)

 126:7,8

challenge (3)

 130:19;231:10;

 233:10

challenges (3)

 99:21;136:6;247:13

chance (6)

 40:16;84:12;128:3;

 173:18;218:4;253:23

chancers (1)

 186:17

chances (1)

 301:11

change (9)

 98:10;99:13;131:5;

 144:24;187:7;194:19;

 216:18;245:20;258:15

changed (10)

 25:16;122:6;172:24;

 173:1;184:18;201:8;

 216:19;237:13;293:25;

 300:8

changes (6)

 96:13;121:17,18;

 145:18;181:18;264:18

changing (3)

 93:15;123:17;217:6

channel (3)

 126:8;177:4;182:7

channeled (1)

 14:5

channeling (2)

 49:11,22

channels (1)

 178:23

Chapter (17)

 34:8,10;48:15;57:13;

 105:24;110:9;150:16;

 168:22;197:24;233:13;

 245:4;259:11;264:5,9;

 266:24;289:7;291:25

characterizes (1)

 76:19

charge (1)

 8:10

check (2)

 132:6;232:23

checked (1)

 181:22

cherry (1)

 207:6

chess (2)

 253:11;266:9

chicken (14)

 180:7;185:16;

 190:16;204:11;235:23,

 24;236:4,6;244:10,11;

 246:15,15;261:19;

 262:3

Chico (1)

 137:4

chiseled (1)

 242:11

choice (1)

 179:23

choices (1)

 234:21

choose (6)

 36:17,18;67:8;68:7;

 299:18,19

chooses (3)

 30:21;70:13;80:18

chop (1)

 181:3

chose (3)

 96:17;299:1,14

chosen (2)

 265:16;301:17

Christmas (1)

 302:15

circle (1)

 102:17

circles (1)

 284:9

circling (1)

 14:14

circuit (4)

 294:14,16,19,25

circumstance (1)

 265:16

circumstances (9)

 68:6;108:4;132:19;

 155:1;157:14;222:3;

 231:2;239:1,16

circumvent (1)

 128:9

citation (1)

 71:16

citizens (1)

 103:15

City (15)

 30:11;35:22;43:1;

 45:4,19,25;84:22;

 130:16,19;139:11;

 214:3,12;220:5,8,13

civil (2)

 39:7;164:6

claim (60)

 22:14;25:8,9;31:8,

 13,14;32:9,10,14,19,

 20;53:2;64:5,7,10,19;

 65:3,13;69:14,17;

 70:15;72:6;76:14,17,

 22;77:23;79:5;80:9;

 89:6,9;97:17;118:1,2,

 5;132:8;133:2;146:14,

 16,19;147:22;148:25;

 149:3,9,22,24;150:7;

 155:7;158:15;161:18;

 171:4;222:19;225:2;

 226:1;232:21;261:13;

 269:12,16;307:19,25;

 309:24

claimant (10)

 76:13;106:1;145:3,5,

 8;153:3;155:6;198:3;

 222:1;231:6

claimants (91)

 10:6,8,23;11:1,3,12,

 19;13:5,8,25;14:24;

 16:5;19:15;21:23;22:8;

 42:9;106:7,9,15,17,18;

 108:3;110:8,12;112:3;

 113:3,4;118:9;121:14;

 123:2;124:16;126:12;

 127:1;131:20;134:15,

 16,20,22,23;135:4;

 140:24;141:18;142:6;

 143:22;144:1,3,4;

 145:13;147:23,23;

 148:2;149:8;152:5;

 153:6;154:22,25;

 165:15;188:10;197:16,

 23;202:3;214:19;

 221:9,14,20;222:3,20;

 223:12,14,15,16;

 224:16,17;225:1,7,8,

 23;226:8;228:8;

 233:25;237:25;241:1;

 252:9;258:5;282:11,

 18;289:22,23;292:2,6,

 21

claimants' (8)

 104:9;106:13,25;

 111:18;113:2;132:15;

 221:12;266:22

claimant's (2)

 13:15;118:12

claimholder (1)

 202:12

claiming (1)

 274:22

claims (118)

 10:17;12:5;15:11;

 17:10;20:24;26:4;27:6,

 11;32:3,4,4,5;33:1;

 37:16,20,23;38:9;50:2;

 53:4,5;62:5,18,19,21;

 63:25;64:5;65:11;66:4;

 67:16;68:4;70:13;

 77:22,22;80:8;89:5;

 97:18;110:10,11,24;

 119:6;120:10;132:16;

 134:25;140:3;143:24;

 148:2,8,17,20;149:2,8,

 9,19;151:5;152:8,10,

 11,24;154:12;157:18;

 158:24;161:11;162:21;

 163:2,4,7,8;169:14;

 171:7,10,18;179:5,16;

 182:4;186:10;189:7;

 201:12,25;206:17;

 208:15;222:13;224:19,

 20;226:6,11,18,20,24;

 227:17;248:24;249:7,

 14,22,24;250:14,16;

 251:9;258:11,12;

 277:6;278:7;286:22;

 289:19;292:6,8,15,18;

 299:13;305:7,25;

 308:9,11,16;309:8,9,

 11,11,15

clarification (7)

 26:16;29:16;131:21;

 160:17;265:23;303:2;

 305:1

clarified (3)

 22:16;41:13;131:21

clarify (17)

 12:2;17:8;20:6;

 23:24;29:8;83:5,13;

 90:18;95:19;120:5;

 142:1;197:1;221:11;

 254:24;302:5;307:18;

 308:6

clarifying (2)

 18:23;100:15

class (7)

 199:25;208:8;

 233:10;280:20;281:16;

 297:22;307:21

class-action (1)

 198:4

classes (13)

 104:22,25;105:1,11,

 14;106:4;110:16,23;

 266:23;288:21;289:20;

 291:11;301:9

classification (1)

 128:21

clear (41)

 18:13;19:11;20:5;

 24:14;26:22;29:10;

 43:11;60:1;63:6;68:5;

 75:6;96:3;99:17;104:7,

 8,13;105:10;107:21;

 108:3;110:25;150:19;

 152:21;155:10;189:13;

 193:5;203:10;238:13;

 243:21;254:22;260:12;

 261:16;271:6;272:8;

 274:2;286:17;287:16;

 288:2;289:3;292:12;

 299:5;302:3

clearly (7)

 47:3;64:20;240:4;

 245:24;258:11;274:24;

 294:17

CLERK (5)

 8:4,8;9:2;136:12;

 220:25

clerks (1)

 304:4

client (20)

 34:21;35:2;62:24;

 64:4;66:23;67:22;

 82:12;97:6;121:11;

 143:1;148:6;171:14;

 210:13,21,22;237:6;

 252:11;285:7;301:3;

 309:23

clients (33)

 74:13;95:21;104:19;

 116:19;136:7;137:12;

 138:6;152:14,17,18;

 177:12,14;195:24;

 196:6;202:5;224:22;

 231:20,22;236:18;

 243:14;245:5;247:18;

 259:23;260:14;265:2;

 282:5;289:5,8;299:14;

 300:4,8;301:14;310:8

clients' (1)

 300:14

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(6) causal - clients' Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 318

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

client's (10)

 32:19,20;33:1;90:24;

 136:5;197:11;207:12;

 252:1;280:14,23

climate (4)

 99:13;100:6;218:10,

 11

clock (1)

 225:20

close (5)

 40:3;236:23;275:12,

 13,18

closely (1)

 153:25

closer (3)

 10:15;255:10;260:25

closes (1)

 172:13

closing (1)

 275:16

closure (1)

 248:3

cloth (1)

 73:16

Cloverdale (1)

 137:18

clue (3)

 95:4,9;100:24

co- (1)

 193:23

coalesced (1)

 106:4

Coast (1)

 63:21

coconut (2)

 227:20;228:1

cocounsel (2)

 247:4;307:10

co-counsel (2)

 92:9;162:20

Code (4)

 90:7;105:8;109:7;

 239:9

coerced (1)

 295:22

cognizant (2)

 223:11;241:24

coin (2)

 297:14,15

coincidence (1)

 188:3

collateral (2)

 70:17;71:14

colleague (4)

 137:1;183:20;

 231:24;295:10

colleagues (6)

 63:20;224:12;

 229:23;264:12;282:3;

 284:17

collect (1)

 29:12

collection (1)

 47:14

collective (2)

 62:13;72:12

colloquies (1)

 264:13

colloquy (2)

 294:11;300:1

combination (2)

 260:7;275:5

combined (1)

 93:13

comfort (1)

 247:21

comforted (1)

 301:18

coming (13)

 12:20;27:4;31:25;

 35:2;58:5;75:9;80:21;

 82:23;148:2;190:2;

 227:16;228:14;288:20

commenced (1)

 269:18

commendable (1)

 86:20

comment (10)

 68:18;147:17;161:4,

 10;178:7;185:10;

 186:10;256:9;280:10;

 295:21

commented (1)

 103:24

comments (15)

 30:2;66:22;131:8;

 137:2;141:4;147:17;

 164:8;167:20;172:16;

 220:3;224:10,17;

 248:22;275:15;302:8

commercial (1)

 275:4

Commission (2)

 128:15;229:6

commit (3)

 82:8;129:1;225:25

commitment (3)

 126:5;239:3;271:8

commitments (4)

 203:1;268:10;

 270:12;283:2

committee (62)

 9:16;10:4;13:4,15;

 30:14,16;33:8,8,9,9;

 34:7,12;35:6;39:9;

 43:13;104:9;106:14,

 25;111:8,14,18;113:2;

 121:15;123:20;128:23;

 129:3,10;130:5,14;

 131:20;134:21;137:14;

 139:8;152:5;156:1;

 160:22;163:8;167:5,

 11;187:15,17;217:10,

 16;221:8,12;231:15;

 234:12,15;238:19,19;

 249:20,21;250:1,4;

 254:1;275:6;276:4;

 291:4;292:2,5;300:23,

 24

committees (1)

 151:18

committee's (3)

 110:18;163:10;173:4

common (2)

 250:23;264:13

communicate (1)

 92:21

communicates (2)

 204:7;284:21

community (2)

 139:9,10

companies (10)

 18:18;23:3;27:14;

 125:12;138:1;168:14;

 245:18;259:11;263:8,

 10

company (49)

 14:8,10;16:6;18:18,

 25;19:2;22:7;23:1;

 24:25;25:12;28:12,17;

 33:13;50:10;52:13;

 55:1;58:20;59:18;60:8;

 129:7;137:12;138:9,

 10,12;139:17;142:13,

 20;169:21;187:18;

 189:1;198:25;207:2,3;

 250:19,23,24;252:1,5,

 7;262:6;263:15,19,20;

 265:17;283:11;285:17;

 293:18;298:10;301:8

company's (7)

 14:11,12;23:6;53:13;

 169:17;202:14;250:8

compared (3)

 126:14;137:25;201:9

comparison (2)

 233:7,8

compel (2)

 62:20;66:7

compels (1)

 175:2

compensate (1)

 217:18

compensating (1)

 27:21

compensation (2)

 41:7;165:8

compete (2)

 279:16,16

competing (11)

 110:14;160:2,2;

 169:9;172:10;179:11;

 183:14;187:19;221:17,

 19;263:25

competition (25)

 172:6;180:20;

 189:14,15;190:7,24;

 195:14;196:21;198:17,

 18,18;209:11,12;

 218:25;219:22;234:23;

 256:12;263:18,18,20;

 291:2,3,7,8,8

competitive (14)

 167:25;168:1;

 169:19;170:15;172:5;

 173:11;181:14;198:17;

 203:5;265:8;277:25;

 278:9,11;280:5

complain (4)

 111:12;151:25;

 234:7;291:2

complained (4)

 62:8;65:8;170:21;

 195:25

complaint (1)

 82:4

complaints (1)

 297:25

complete (2)

 38:10;309:9

completed (1)

 289:7

completely (7)

 65:1;157:8;159:4;

 178:1;225:13;232:24;

 273:15

completion (1)

 21:1

complex (9)

 27:22;42:23;56:16,

 17,19;65:16;137:7;

 222:3;273:1

compliance (1)

 98:7

compliant (18)

 96:4,10;101:7;104:2,

 16;105:17;172:2;

 192:20;237:7;238:8;

 249:2;250:8;255:1,13;

 256:16;258:16;279:5;

 284:5

complicate (1)

 90:17

complicated (6)

 146:7;216:16;

 219:14;222:25;272:14;

 300:17

complied (2)

 99:12;109:6

complies (2)

 99:18;238:2

complimentary (1)

 170:6

comply (5)

 129:7;186:18;

 221:23;229:14;291:22

component (2)

 262:18;263:17

components (1)

 142:7

comprehensible (1)

 223:23

comprehensive (5)

 105:24;110:13;

 289:18;291:9;292:11

compromise (3)

 134:18;135:11;290:3

compromises (2)

 289:17;304:2

compromising (1)

 291:24

compulsory (3)

 76:4,11;79:4

con (1)

 83:6

concede (1)

 148:16

conceded (1)

 26:10

conceding (1)

 76:7

conceivably (1)

 222:15

concentrate (1)

 263:16

concept (12)

 33:4,5;34:8;51:20;

 60:6;67:12;133:10;

 154:24;174:7;223:24;

 295:1;298:7

concepts (1)

 298:18

conceptually (3)

 21:18,18;168:25

concern (7)

 147:19;165:14;

 167:20;216:1;218:8;

 256:7,12

concerned (6)

 96:3;125:17;167:13;

 215:9;218:1,7

concerning (1)

 268:19

concerns (19)

 103:23;104:17,17;

 105:18;109:12;110:1;

 113:12;135:1;139:4;

 144:22;149:7;182:9,

 10;185:24;209:22;

 215:22;216:25;225:10;

 246:25

concession (1)

 26:18

concise (1)

 204:6

conclude (1)

 60:14

concluded (3)

 135:22;301:6;311:7

concludes (1)

 175:20

conclusion (5)

 59:6;98:6;113:7;

 130:3;224:1

conclusions (2)

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(7) client's - conclusions Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 319

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 226:23;302:3

concrete (1)

 184:21

concurrently (1)

 115:14

conditions (2)

 85:11;267:2

confer (11)

 91:2,6,8,25;92:6;

 302:14;303:8;305:21;

 306:22;309:14;310:13

conference (7)

 51:14;164:13;

 204:19;276:15;277:4;

 286:13;287:22

conferred (1)

 300:23

confidence (3)

 104:14;181:4;247:25

confidences (1)

 236:10

confident (2)

 105:16;291:20

confidential (1)

 133:4

confirm (22)

 20:20;109:21;

 116:17;118:10;124:1;

 129:25;134:7;142:21;

 150:20;174:12,18;

 177:25;179:1;194:2;

 200:4;207:12;223:1;

 229:9;241:3;244:12;

 283:11,15

confirmable (10)

 101:7,18,20;105:16,

 17;175:6;210:1;

 212:25;228:25;239:8

confirmation (37)

 16:2;100:22;110:25;

 115:16;128:19;133:20;

 153:12;159:24;162:25;

 163:12;164:13;165:20;

 179:6;207:11;215:2,

 13;220:18;224:2,7;

 228:12;229:2;235:3;

 240:19;248:21;251:2;

 252:2;253:14;267:10,

 11,19;269:18;271:2;

 282:25;291:14;301:12,

 22;302:17

confirmed (13)

 49:5,19;103:18,24;

 109:5;149:12;238:9;

 239:24;267:16,17;

 278:18;284:8;291:22

confirming (1)

 280:13

confirms (3)

 24:6;25:1;138:11

confused (1)

 117:6

confuses (1)

 15:7

confusion (1)

 107:19

congestions (1)

 306:11

connection (1)

 21:2

consensual (4)

 198:16;199:12;

 295:7,14

consensus (3)

 288:21;289:11;

 291:18

consenting (5)

 97:17;222:1;231:6;

 248:25;255:24

consequence (5)

 83:16;208:7;260:14,

 19,21

consequences (6)

 80:19;81:7;149:12;

 176:22;260:16;280:1

consider (7)

 67:6;119:3;135:11;

 137:15;141:14;144:23;

 276:10

consideration (4)

 220:15;222:21;

 249:1;291:17

considerations (1)

 222:22

considered (5)

 68:19;96:24;126:10;

 224:1;233:16

considering (2)

 128:7;232:1

consistent (11)

 21:17;28:19;34:3,5;

 116:16;203:3;207:2;

 226:5;238:20;243:13;

 295:20

consistently (3)

 98:4;226:8;241:13

constituencies (3)

 113:8;147:10;289:24

constituency (5)

 106:2;110:10;250:1,

 22;269:5

constituents (6)

 30:6;163:10;177:20;

 235:9;297:22;301:16

constitute (2)

 76:11;289:18

constitutes (1)

 118:1

constraints (1)

 223:8

construct (1)

 84:21

constructive (3)

 103:21;109:22;

 268:20

consummated (1)

 177:8

contemplate (3)

 142:9;290:10,12

contemplated (1)

 134:5

contemplates (1)

 131:23

contend (2)

 148:15,16

contest (3)

 25:13;86:21;240:18

contested (4)

 68:25;224:7,8;235:3

contesting (1)

 64:25

context (7)

 157:5;158:25;159:1;

 162:10;191:22;255:4;

 267:10

continuance (4)

 30:16,21,22;89:24

continue (20)

 30:11;92:10,24;

 108:15;109:24;110:14;

 154:8;156:11;157:5;

 180:20;183:12,13;

 212:23,23;213:15,15;

 282:22;288:15;289:16;

 300:2

continued (3)

 20:8;96:14;268:11

contract (34)

 77:22,22,25;78:15,

 21;79:7,17;80:4,7,25;

 81:6,8,9,10;82:12;

 83:17,22,23;84:1,2,14;

 85:9,11,12;86:2,5,6,12;

 87:20;90:7;93:14;

 228:18,20;296:19

contracts (2)

 82:16;249:11

contractual (1)

 200:12

contrary (2)

 197:6;258:17

contrasting (1)

 168:18

control (7)

 44:10,13;183:24;

 194:19;293:3;298:9,11

convenience (3)

 126:6;213:21;214:5

conventional (1)

 275:2

conversation (3)

 140:4;300:4;310:8

conversations (3)

 103:22;192:25;233:6

convey (1)

 95:23

conveyed (2)

 96:19;100:9

convince (3)

 87:14;235:8;282:11

convinced (1)

 104:7

Convincing (3)

 281:14,17;282:14

co-op (2)

 170:2,6

cooperative (1)

 255:7

copies (1)

 278:25

coproponent (1)

 303:4

co-proponent (4)

 187:18;193:22;

 208:14,20

coproponents (1)

 224:5

copy (1)

 276:5

corner (1)

 79:22

corporate (9)

 43:1;99:12;100:5;

 209:18;214:23;216:11,

 21;218:10;234:7

Corporation (2)

 8:8;60:8

correctly (11)

 97:25;108:22;

 118:10;123:25;133:19;

 149:5;162:18;181:9,9;

 263:13;299:3

cost (1)

 110:21

COSTIN (59)

 9:9;61:17,18,18,24;

 62:7,12,17;63:2,9,15;

 64:8,11,15,23,25;65:4,

 6,12,16,20;66:5,12,19,

 25;67:3,5,14,20,25;

 68:2,10,12,15,18;69:1,

 6,21,24;70:1,4,7,9,11,

 23,25;71:6,13,19,22;

 72:1,8;73:25;74:4,12,

 24;75:2,5,7

costs (4)

 27:15;43:25;51:8,11

counsel (71)

 9:8,12;20:19;33:7;

 39:7;43:12;47:10;

 48:16,21;49:18;50:24;

 52:17;58:25;59:14;

 60:5;70:21;75:11;77:5;

 84:12;91:2,6,8,25;92:6,

 14;100:15;102:6;

 103:10;109:11;121:15;

 126:16;127:2,13;

 128:13;132:15;149:16;

 150:17,20;151:5,11;

 166:13;167:10;168:15,

 15,19,19;173:4;

 178:12;185:22;186:4;

 190:21;192:3;193:9;

 197:16;199:24;204:19;

 209:3;212:18;215:1;

 217:17;235:18;241:3;

 257:17;285:9,10;

 297:1;301:22;302:10;

 305:21;306:22;310:16

counseled (1)

 37:8

counsels (1)

 37:14

counsel's (1)

 172:16

count (3)

 42:24;168:12;258:14

counterclaim (2)

 76:4,11

counterparty (1)

 87:11

counterpoint (1)

 156:12

counties (2)

 137:6,10

counting (1)

 273:3

country (2)

 264:8;271:18

Counts (2)

 80:5;88:7

county (5)

 19:9;62:17;86:25;

 137:6;219:6

couple (16)

 78:13;90:2;98:24;

 123:19;143:16,16;

 167:23;192:8;221:16;

 231:3;254:24;259:15;

 288:14;293:14;294:3;

 305:10

coupled (1)

 91:5

coupon (1)

 198:6

course (24)

 15:4;17:12;33:1;

 55:5;75:18;77:3;83:7;

 108:18;113:11;115:17;

 119:1;129:18;136:19;

 160:24;166:1;192:15;

 204:5;236:17;259:17;

 261:15;264:2;269:13;

 303:5;305:18

Court (1338)

 8:3,4,6,9,14,16,18,

 19,21,23;9:6,11,23,24;

 10:1,10,20,22;11:4,10;

 12:2,7,10,14,18,20,23,

 25;13:20,23;14:14,20;

 15:1,6;16:3,7,10,20,24;

 17:2,4,7,11,12,17,21,

 23,25;18:4,8,11,15,17,

 21,23;19:5,9,17,19,24;

 20:2,4,7,10,13,16,20,

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(8) concrete - Court Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 320

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 24,25;21:3,4,17,23;

 22:3,7,11,25;23:8,10,

 15,17,21;24:6,11,13,

 16;25:3,14;26:1,6,6;

 27:7,10,16,20;28:3,5,

 10,23;29:2,16,17;30:5,

 15,19,21,24;31:1,9,11,

 13,17,20,23;32:7,16,

 18,21,23,25;33:3,6,15,

 17,19;34:3,9,14,18,21,

 23;35:2,5,10,14,19,24;

 36:4,7,12,14,17,25;

 37:5,10;38:3,6,17,25;

 39:4,11,21,23,25;40:3,

 7,9,11;41:9,16,19,25;

 42:2,4,8,11,24;43:4,6,

 23,24;44:4,6,11,12,13,

 17,18,19,21,25;45:3,7,

 8,13,22,24;46:3,10,12,

 16,19,25;47:7,9,14,18,

 22,24;48:4,9,12,17,20,

 25;49:3,8,12,14,17,22;

 50:8,13,15,18,20,23;

 51:3,5,7,10,13,18,25;

 52:7,14,16,21,23;53:8,

 10,12,15,18,21;54:7,9,

 13,18,22,24;55:7,9,12,

 14,17,19,21,24;56:1,3,

 5,10,15,18,22,24,25;

 57:2,2,4,6,10,13,16,19,

 21,25;58:2;59:4,10,21;

 60:3,24;61:2,4,7,10,14,

 16,20,25;62:11,15,18,

 21,23,25;63:3,9,14,15,

 17;64:7,9,12,15,22,24;

 65:2,5,10,14,15,19,21,

 22,23,25;66:4,10,14,

 21;67:1,4,6,11,17,21;

 68:1,6,8,9,11,13,16,24;

 69:2,9,17,19,23,25;

 70:2,5,8,10,20,21,24;

 71:3,8,16,16,18,20,23,

 25;72:6,7,9,14,22;73:2,

 5,9,11,25;74:2,5,10,18,

 22;75:1,4,6,8,15,18,23,

 24;76:2,6,10,15,17,21;

 77:10,12,13,14,16,19,

 24;78:3,7,10,12,17;

 79:1,10,14,16,20,24;

 80:2,5,9,12,17,24;81:2,

 4,12,14,17,22,24;82:2,

 4,7,15,18,20,22,25;

 83:2,18,21,25;84:5,8,

 10,11,17;85:8,14,17,

 20,23;86:13,17,19,24;

 87:5,9;88:3,9,13,15,20,

 22,23;89:2,7,10,13,15,

 18,19,21,23,23;90:4,

 12,18,21,23;91:3,9,13,

 14,18,21;92:2,4,8,9,12,

 16,18,21,22;93:3,8,12,

 19,22;94:1,6,16,18,20,

 23,25;95:3,8,11,20,22,

 24;96:5,25;97:10,16;

 98:8,12,14,16,19,22;

 99:4,20;100:4,14,18;

 101:5,9,22;102:15,22,

 25;103:4,6,13;104:4,

 24;105:3,5,9,12;

 106:19,22;107:1,4,7,

 12,17;108:1,5,11,17,

 22;109:2,4,10,14,19;

 110:19,23;111:21,24;

 112:7,11,13,19;113:16,

 18;114:7,10,13,17,20,

 21,23;115:5,10,12,17,

 20,23,24;116:5,8,10,

 23;117:3,13,18,19,21,

 23;118:5,7,15,20,22;

 119:2,7,10,12,13,16,19,

 23,25;120:2,7,12,13,

 14,19,22;121:4,8,19,

 23;122:5,10,21,23;

 123:5,6,8,11,13,25;

 124:6,9,11,13,19,23,

 25;125:3,5,7,11,17,24;

 130:17,25;131:25;

 132:4,21,22,23;133:1,

 4,7,15,17,19,23,25;

 134:2,6,7,9;135:9,11,

 13,15;136:13,21,25;

 137:3;138:10,11,15,17,

 19,23,25;139:2,12,19;

 140:1,4,7,18,20,22;

 141:3,7,9,12,20,25;

 142:3,12,16,19,23,25;

 143:3,10,12;144:6,9,

 11,14,17,22;145:15,21,

 23;146:3,13,16,18,22,

 24;147:2,12;148:5,15,

 22,24,24;149:10,23;

 150:1,3,12,22;151:3,7,

 10,21,23;152:2,13;

 153:8,14;154:1,5,8,11,

 13,15;155:9,12,13,17,

 20,22,24;156:15,17,22,

 24;157:2,19,22;158:2,

 3,8,11,16,18,20;

 159:12,15,21,23;160:1,

 6,10,13,15;161:2,7,19,

 23,25;162:7,11,13,17,

 23;163:14,18,21,24;

 164:1,11,15,24;165:1,

 7,9,17,25;166:6,8,10,

 12,17;167:1,4,8,12,16,

 18,21,24;168:5,7,11,

 24;169:2,4,6,10;170:3,

 5,16,18,21,24;171:1,5,

 14,17,20;172:13,16,19;

 173:1,3,8,16,20,22;

 174:4,6,11,15,17,21,

 23;175:1,6,15,17,20,

 23,25;176:4,7,9,11,13,

 17,19;177:2,6,9,14,16,

 22;178:2,4,10,13,16;

 179:4,18;180:1,2,6,12;

 181:2,4,20,22,24;

 182:12,16,19,22,24;

 183:4,16,18,24;184:2,

 5,8,11,13,16,24;185:5,

 7,14,20;186:11,16,21,

 24;187:1,5,9,20;188:2,

 13,16,20,24;189:2,19;

 190:1;191:15,25;

 192:4,7,15,21,24;

 193:4,8,13,18,20,23;

 194:8,10,14,22,25;

 195:2,7,21,23;196:4,

 14,22,24;197:5,8,19;

 198:1,5,9,11,13,20;

 199:2,6,18,20;200:3,6,

 11,17,20,24;201:5,15;

 202:20,22,24;203:13,

 14;204:2,5,9,15;205:1,

 5,10,22,24;206:4,16,

 22;207:8,11,20,23,25;

 208:3,10,16,21;209:1,

 8;210:3,6,10,12,21,25;

 211:2,4,8,14,16,22,24;

 212:3,13;213:2,5,7,12,

 18,20,24;214:8,11,14,

 17,22,25;215:8,12,15,

 20;216:6,10,13,15,23;

 217:8,10,13,15,21;

 218:8,9,15,20,23;

 219:4,6,18,24;220:2,5,

 9,19,21;221:1,6,9,15;

 222:17;223:16,17;

 225:21;226:15,20,21;

 227:5,8,10,13,18,21,

 25;228:3,4;229:2,4,9,

 15,17,20,22;230:8,10,

 23;231:9,20,22,24;

 232:5,7,12;233:19,24;

 234:1,15,20;235:5,11,

 13,15,17,23;236:1,3,5,

 8,10,15;237:8,10,12,

 15,18,20;238:15,18;

 239:5,7,11,18;240:11,

 14,17,21;241:9,11,15,

 22,25;242:14,16,21,25;

 243:7,9,12,15,22,25;

 244:14;245:2,17,20,23;

 246:2,5,8,10,12,18,21,

 23;247:10,18;248:5,7,

 13;249:3,10,12;250:5,

 10,16;251:5,12,16,23,

 25;252:18;253:1,5,16,

 22;254:2,6,12,14,17;

 255:14,17,20,23,23;

 256:3,23;257:1,3,5,23,

 25;258:10,22,23;259:1,

 12,22;260:3,20,22,24;

 261:6,8,11,14,23;

 262:1,16,19,21,25;

 263:2,11,24;264:4,7,

 12;265:19,21;266:7,9,

 11,15;267:13,15,21;

 268:14,16;269:20,23;

 270:6,14,19,22,25;

 271:4,6,11,16,24;

 272:6,8,13,17,19,21,

 24;273:1,6,17,20,23;

 274:1,5,8,12;275:11,

 17,22,24;276:1,9,12,

 20,23;277:8,10,16,20;

 278:4,23;279:1,11,13,

 25;280:7,9,19;281:2,4,

 9,12,14,16,20,23,25;

 282:7,9,14,20;283:3,6,

 13,15;284:4,7,9;285:5,

 14,20,22,24;286:3,7,9;

 287:9,11,13,15;288:4,

 9,11,20;290:14,17,20,

 22,25;292:23;295:9,

 10;303:1,5,7,10,13,16,

 19,21,23;304:1,4,7,13,

 25;305:5,8,12,15,17,

 19,23;306:4,9,14,16,

 21,23,25;307:2,4,8,13,

 17,23;308:17,19;309:4,

 7,12,19,21;310:7,15,

 22;311:1,3

courtroom (13)

 46:7;134:13;156:3;

 157:15,16;160:23;

 189:5,6;248:10;

 269:10;288:19;299:14,

 23

courts (3)

 33:25;59:16;294:19

Court's (9)

 35:13;66:20;75:7;

 99:11;133:21;135:1;

 154:20;160:8;258:8

cover (4)

 17:9;38:15;57:21;

 226:17

coverage (1)

 55:17

covered (4)

 27:2;143:13;146:20;

 246:11

CPUC (9)

 104:3,6;105:18;

 113:12;128:20;166:18,

 19;250:20;268:19

CPUC's (5)

 104:17;128:17;

 182:10;259:9;283:4

craft (1)

 60:5

cramdown (2)

 206:1;208:1

crank (1)

 232:22

Cravath (3)

 157:1;303:22;308:24

crazy (1)

 88:25

created (1)

 265:18

creates (2)

 88:12;217:18

creating (2)

 73:15;127:9

creation (2)

 144:20;145:1

credible (1)

 268:3

credit (3)

 40:5;107:13;234:4

creditor (8)

 211:19;221:20;

 224:4,5,7;233:22;

 234:25;267:22

creditors (22)

 106:9;107:23;

 128:22;129:3,10;

 167:11;171:23;172:4,

 8;180:16;189:11;

 195:20;206:15;211:23;

 212:16;231:16;233:9;

 249:20;267:3,7;279:7;

 280:11

creditors' (8)

 111:8;167:5;234:12,

 15;249:20;250:1;

 254:1;291:4

criminal (1)

 41:1

critical (12)

 17:25;100:21;

 120:15;132:12;136:8;

 177:19;196:7;200:14;

 259:5;262:17;284:22;

 292:10

criticizing (2)

 100:14;224:4

cross (2)

 78:24;273:3

cross-complaint (3)

 79:4,23;89:17

crossroads (1)

 292:10

crowd (1)

 230:11

cudgel (1)

 205:18

cues (1)

 228:23

culpable (1)

 27:21

culprit (1)

 120:25

CUPC (1)

 283:19

curative (1)

 100:6

current (7)

 52:9;89:10;116:1;

 123:6;172:1;221:21,23

currently (5)

 48:14;49:10;96:3;

 116:6;254:25

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(9) courtroom - currently Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 321

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

cut (4)

 39:1;131:16;214:2;

 245:9

cutting (2)

 146:6;173:10

D

daily (1)

 13:4

damage (13)

 144:1,3;145:8,13;

 146:16,18,19;148:1;

 205:17,21;224:19;

 232:21;307:25

damaged (1)

 77:4

damages (10)

 13:14;36:24;64:17;

 69:9,10;80:9;132:20;

 133:13;224:18;226:9

dance (1)

 199:15

danger (1)

 70:12

Dario (2)

 142:5;243:17

Dario's (1)

 253:9

data (1)

 226:23

date (17)

 14:13;22:20;25:15;

 30:23;35:15,18;36:1,2;

 37:16;69:13;90:2;93:2;

 222:13;223:2;226:22;

 248:3;282:24

daughter (2)

 12:22;39:12

Davey (11)

 249:18,19,21,23,24;

 250:4,13;251:2;254:5,

 6,10

Davey's (1)

 252:12

day (32)

 10:14,25;11:14;

 25:17;38:15;41:1;

 59:10,21;96:19;

 100:10;104:2,5,6;

 130:25;140:24;144:19;

 148:9;155:12;159:2;

 181:18;182:1;211:15;

 234:16;247:11;248:11;

 249:11;283:20;300:8;

 302:21;306:10;308:5;

 311:4

days (17)

 15:18;32:13;38:15;

 58:19;74:3;126:3;

 131:14;159:6;175:3;

 181:19;238:6;260:8;

 270:17;273:10;293:24;

 298:15,20

DE (9)

 141:24;142:1,5,5,15,

 17,22,24;243:17

deadline (9)

 79:6;88:4;106:6;

 111:1;114:8;231:5;

 270:7,8;292:20

deadlines (3)

 114:7;260:8;304:16

deadline's (1)

 79:5

deal (63)

 12:11,12;23:1;27:8,

 13;28:23,24;61:9;85:2,

 5;92:19;98:25;100:15;

 101:1;109:16;128:13;

 129:25;139:5;149:14;

 162:5,5;165:18;

 172:20;179:22;186:17;

 190:24;199:21;203:21;

 205:25;206:10;214:18;

 232:10;238:24;240:1;

 241:6,14;242:7;244:8,

 11,20;245:6,8,17;

 246:14;247:22,23,24;

 261:18,21,23;262:4;

 263:7,13,14,23;266:8;

 280:15,20;286:16;

 290:4,6;310:3,6

dealing (10)

 44:24;52:11,12;54:9;

 58:23;128:3;163:22;

 168:17,20;277:22

deals (2)

 146:14;274:18

dealt (9)

 22:22;54:19;63:6;

 99:15;103:16;118:2;

 126:15;167:15;215:1

death (1)

 95:7

debate (1)

 281:5

debated (1)

 222:18

debates (1)

 129:22

debating (2)

 22:13;54:10

debt (3)

 187:17;189:1,3

debtor (102)

 10:18;11:19;18:6,19;

 19:10;24:6;26:24;27:9,

 9,21;28:1;29:2;30:2;

 32:9;39:2;41:3;43:2;

 44:23;46:23;47:5,9;

 50:3;53:2;54:3;64:10;

 65:2;68:13;74:13,13;

 76:7,13,18,24;77:1,24;

 78:18;79:7;80:18,18,

 25;83:14,16;90:6;93:3;

 94:9;98:4;101:6;103:8;

 104:21;121:17;132:14;

 135:1;139:5;141:9;

 144:1;148:10;151:18;

 152:7;170:2,8;171:12;

 173:18;177:6;178:24;

 180:11;183:1;186:16;

 191:9;196:9;209:15,

 19;222:14;224:14;

 225:5;228:9,11;230:2;

 231:17;233:14,22;

 235:1,18;238:7;

 239:13,21;251:4;

 258:3;265:7,8;267:21;

 280:4,4;288:17,18,19,

 20;296:10;297:4,5,7,

 20;301:18

debtor/TCC (1)

 197:10

debtors (58)

 10:9;15:10;26:3;

 29:13;41:22;52:10;

 54:15;56:21;72:11;

 93:4;105:25;108:24;

 109:25;110:5,10;

 133:8;134:16;143:21;

 148:16;152:25;156:8;

 173:25;185:4;188:5;

 192:10,11;195:9;

 196:19;197:19;199:13;

 200:8;201:10;205:14,

 15;208:23;211:19,21;

 222:8,19;228:14,18;

 229:10,12;233:8;

 235:22;240:7;241:4;

 261:20;270:16;271:8;

 288:7,15;289:7;

 296:13,16;297:1,18;

 299:1

debtors' (23)

 29:6;76:25;123:1;

 128:17;149:7,16;

 221:22;229:8,17,24;

 230:17,24;236:24;

 238:3,21;251:11;

 255:9;257:17;285:9;

 291:21;292:1,9;297:20

debtor's (27)

 51:7;59:13;103:19;

 104:14,15,15;105:15;

 106:4;110:17;111:15;

 113:5;161:10;174:13;

 175:21;184:19;186:17;

 188:11;190:22;194:12;

 195:24;204:19;205:3;

 211:1;214:2;279:3;

 280:13;282:1

debtor-shareholder (1)

 177:4

debtor-sponsored (1)

 224:3

DECEMBER (7)

 8:1;49:1;89:14;

 92:11;195:12;238:23;

 284:2

decide (10)

 35:20;36:13;46:19;

 86:24;123:8;174:16;

 204:21;206:8;245:6;

 277:1

decided (2)

 13:15;301:23

deciding (2)

 162:25;203:20

decision (47)

 13:11;24:18;26:9,11,

 13,14;27:23;31:2;

 38:22;45:11,15;46:4,5;

 59:4;62:16;63:7;70:7,

 11;96:20,21;111:19;

 135:8;146:4;162:10;

 172:23;197:2;203:17;

 204:16;219:14;222:7;

 255:5;256:13;258:13;

 264:24;274:7;276:9,

 17,20,25;278:19;

 289:9;291:16;295:10,

 22,23,23;298:16

decisions (10)

 14:12;177:14;

 185:15;274:17;294:15,

 16,16;295:12;300:6,10

declaration (4)

 16:23;64:20;71:2;

 202:18

decline (1)

 36:7

deductible (13)

 11:6;15:22;23:7,8,

 14;24:8;33:11;50:25;

 51:2;60:12,13,21,22

deductibles (3)

 18:8;23:4;24:21

deem (2)

 97:18,20

deemed (8)

 20:25;31:14;32:3,21,

 23;33:4;64:9;309:24

deeply (1)

 133:12

deep-pocket (2)

 46:6,6

defangs (1)

 172:10

defeat (1)

 66:22

defend (6)

 14:4;53:14;54:25;

 77:14;254:7,10

defendant (8)

 45:7;46:6,6;47:5;

 77:11,12;87:3;249:17

defendants (9)

 31:4;36:15;40:5,20,

 21;42:18,22;47:3;

 75:22

defended (1)

 32:10

defending (1)

 53:12

defense (5)

 27:15;43:25;51:7;

 75:25;78:22

defer (3)

 16:13;162:8;235:18

deference (1)

 128:17

deferred (1)

 35:22

defining (1)

 299:3

definition (1)

 11:6

definitional (1)

 113:25

definitions (1)

 116:12

defy (1)

 99:5

defying (1)

 99:9

Delaware (2)

 294:22,23

delay (6)

 22:9;86:14;90:1;

 212:1;278:16;304:21

delayed (2)

 86:15;239:24

demand (6)

 11:13,14;14:24;

 16:18;18:25;189:22

demanding (1)

 230:4

demands (1)

 110:6

demonstrate (1)

 63:15

denied (2)

 25:15;35:25

Dennis (1)

 8:5

deny (16)

 25:19;26:7;31:1,6;

 35:19;36:13;47:24;

 63:10;64:2;69:19;

 73:23;80:2;87:15;88:6;

 130:2;211:5

denying (1)

 217:16

depart (2)

 26:19;185:8

Department (1)

 164:5

dependent (2)

 178:11;271:9

dependents (1)

 38:11

depending (3)

 59:3;130:17;183:7

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(10) cut - depending Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 322

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

depends (1)

 200:19

deposited (1)

 225:18

deposition (1)

 251:2

depositions (1)

 66:8

describe (1)

 272:10

described (7)

 28:19;54:20;154:10;

 228:10;251:7;272:23;

 273:2

describes (1)

 154:12

deserving (1)

 291:16

designed (3)

 270:10;271:22;272:9

desire (1)

 155:6

desires (1)

 136:17

destroy (1)

 190:7

detail (2)

 32:12;209:17

detailed (1)

 102:15

details (3)

 10:20;297:23;304:8

determination (7)

 66:4;104:20,22;

 113:5;114:22;115:22;

 142:19

determine (5)

 62:25;63:1,3;107:23;

 256:15

determined (1)

 267:10

determines (1)

 149:8

deterrent (1)

 293:2

detrimental (1)

 215:16

devastating (2)

 58:10;299:18

develop (1)

 101:7

developed (1)

 96:10

development (3)

 15:18;58:20;95:5

develops (1)

 237:5

devices (2)

 62:8;65:8

dialogue (2)

 109:22;112:14

dice (2)

 180:9;301:17

dicing (1)

 146:6

dictate (4)

 68:6,7;158:24;194:6

died (1)

 39:14

difference (6)

 48:2;232:18,23;

 263:8;265:2;294:23

different (39)

 19:11;22:12,13,13;

 26:9,17;28:11;40:12;

 41:2;42:20,22;49:25;

 50:15;52:16;69:17;

 86:22;97:2;106:23;

 126:13;135:24;140:10;

 141:14;168:11,14,24;

 182:1,23,24,25;193:11;

 197:9;217:6;222:6;

 240:2;259:4;264:15;

 279:17,18;304:10

differently (5)

 19:22;81:3;126:20,

 21;241:21

difficult (12)

 26:12;69:22;134:17;

 140:14;146:5;152:22;

 198:23;224:6;225:4;

 241:18;244:2;273:1

dig (2)

 65:18;219:11

dilemma (4)

 83:24;90:5;97:1;

 152:3

diligent (1)

 223:3

diluted (1)

 201:3

direction (6)

 82:11;218:7,17,18,

 19;220:1

directional (1)

 218:13

directly (3)

 165:15;247:9;298:6

disadvantage (1)

 37:11

disagree (6)

 15:1;27:16;122:24;

 167:17;273:8;278:20

disagreements (1)

 244:4

disagrees (1)

 192:18

disallow (1)

 148:18

disappears (1)

 196:20

disapproval (1)

 103:10

disapprove (7)

 136:7;139:2,5,20;

 182:14,25;217:23

disapproving (1)

 284:13

disclose (1)

 117:8

disclosure (21)

 114:11;143:6;

 149:11;151:8;175:13,

 21;176:7;177:18;

 179:7;197:12;219:15,

 19;229:4;239:21;

 269:17;270:17,22;

 282:1,3;284:13,24

discount (2)

 178:18;299:7

discovering (1)

 84:15

discovery (10)

 16:9;37:19;38:10;

 43:18;57:12;65:17;

 66:7;67:10;70:15;

 268:12

discrete (2)

 113:20;196:1

discretion (1)

 59:24

discuss (3)

 123:10;127:13;310:5

discussed (1)

 219:2

discussing (1)

 157:5

discussion (6)

 38:21;55:4;107:21;

 214:22;271:14;275:18

discussions (15)

 109:23;112:18;

 117:7;120:10;121:15;

 152:25;153:2;163:15;

 202:11;224:13;225:4;

 245:5;247:17;269:1;

 274:21

disenfranchise (1)

 152:14

disenfranchised (1)

 147:20

dishonest (1)

 58:17

disingenuous (3)

 169:24;170:1;208:19

displaced (1)

 139:14

disposed (1)

 165:13

disposition (2)

 86:13;108:6

dispositive (2)

 71:4,7

dispute (12)

 11:11;22:5,6;37:17;

 85:7,10,12;86:12;

 106:14;117:1;169:13;

 171:11

disputed (6)

 149:2,9,9,25;152:8;

 305:25

disputes (5)

 22:1;154:6;169:12;

 185:15;209:16

disregard (1)

 196:16

diss (1)

 243:9

distinguish (1)

 77:21

distress (1)

 69:10

distributed (2)

 225:15,16

distribution (3)

 84:24;96:23;119:5

distributions (4)

 10:16;106:8;113:7;

 225:19

district (7)

 20:24;21:3;29:25;

 134:2,2;276:21;295:9

Division (1)

 164:6

doable (1)

 101:1

docket (8)

 20:21;45:5;94:8;

 162:22;204:8;277:21,

 21;304:1

Doctrine (1)

 201:4

document (15)

 40:24;97:12;120:7;

 133:19;151:19;154:14;

 174:9;175:9;269:14;

 272:4,10,11,14;286:23;

 287:24

documentation (2)

 145:1;147:10

documented (3)

 117:17;119:1;287:18

documents (10)

 14:4,7;25:13;40:22,

 23;43:19;53:14;56:14;

 295:25;304:14

dollar (12)

 15:2,4,4;56:7;

 119:14;180:3;200:21;

 201:11,23;249:3;

 261:13;278:21

dollars (45)

 23:23;24:1;26:22;

 27:2;38:16;43:15,21,

 25;46:24;54:5,11;

 59:13;112:25;133:2;

 143:25;152:11;157:17;

 158:6,23;171:8,8;

 187:17;188:10;189:3,

 8;191:3,12,14;192:11,

 13,14;201:24;202:1,5,

 6;209:7;212:17;

 245:11;279:20;282:15;

 283:2;289:14;292:16,

 18,20

dollars' (2)

 143:24;299:13

Domato's (1)

 57:2

Donato (57)

 8:25;110:22;122:16,

 17,23;123:9;134:4;

 156:4,5,6,14,20;157:4,

 13,18;159:3,12,14;

 160:4,11,24;161:2,21;

 162:4;182:1;183:8,10;

 189:5,6;191:11,19;

 203:12;204:4,6,9,12,

 17;206:10;207:5,16,19,

 20;236:19;240:23;

 262:22;263:1,1,3;

 275:23,24;277:4,11;

 286:10,14;287:4;

 289:21;308:12

Donato's (8)

 8:23;95:8;102:5;

 135:15,22;161:3,10;

 276:6

done (41)

 13:8;48:15;54:8;

 67:22;80:8;83:10;

 95:14;123:15;135:6;

 137:14;145:11;151:15;

 160:4;162:4,5;164:19;

 169:21;181:13;189:10;

 192:2;199:4;203:22;

 206:13;215:24;223:2,

 9;225:24;226:12;

 228:8;241:14,21;

 242:7,8;251:18;

 254:10;263:5;265:8;

 270:9;282:18;291:20;

 296:11

Donna (2)

 12:22;39:12

door (6)

 167:18;188:18;

 258:17,18,18;301:1

double (2)

 70:18;283:25

doubt (14)

 28:15;29:19;48:22;

 56:18;65:9;97:13;

 173:15;197:5;204:21;

 245:9;246:13;265:14;

 272:18,20

down (39)

 21:6;23:19;26:20;

 76:25;77:2,17;80:22;

 82:23;83:2;86:14;

 93:22;102:5;115:25;

 123:23;130:2;141:22;

 146:4;177:25;182:8;

 185:17;195:14,20;

 196:11;203:20;215:24;

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(11) depends - down Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 323

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 219:23;257:9;259:23;

 264:24;275:20;277:5;

 285:2;287:5;297:23;

 299:2,25;300:13;

 308:3;310:20

downside (1)

 277:24

dozens (2)

 47:16;233:5

draft (1)

 108:5

drafted (4)

 151:7;174:9;281:8;

 298:2

drafting (2)

 61:9;151:25

dragged (1)

 77:13

dramatically (2)

 264:18;293:25

draw (2)

 49:17,18

drawn (4)

 23:19;226:23,23;

 293:7

drill (1)

 71:9

drive (1)

 55:21

driving (1)

 199:11

drop (1)

 36:14

drove (1)

 28:15

due (2)

 35:18;83:7

Dumas (125)

 94:17,17,19,20,23;

 113:20;116:17,21;

 117:2;120:2,6,8,13,17;

 131:11,18,19;132:1,10,

 22,25;133:3,6,8,18,22,

 24;134:3,8,10;135:13;

 151:22,23;152:2,4,5;

 154:1,10;155:11;

 187:6;221:2,5,7,7;

 226:19,21;227:7,9,12,

 14,19,24;228:2,4;

 229:3,5,16,18,21,25;

 230:9,11;231:14,21,23;

 232:3,6,8;233:4,21,25;

 234:14,19,22;235:10,

 12,14,16,18,24;236:2,

 4,6,9,14;237:1,9,11,14,

 16,19,24;238:17,25;

 239:6,10,12;240:3,13,

 15,18;241:2,10,12,17,

 23;242:9,15,16;243:3;

 251:7;260:11;265:22,

 23;266:8,10,13;278:5,

 13;279:17;289:1;

 298:17;299:4;300:2;

 301:25

Dumas' (1)

 253:1

dummy (1)

 102:19

dumped (1)

 238:23

Dunn (1)

 167:5

during (6)

 47:21;107:21;

 248:16,17;253:2;

 287:22

duties (10)

 112:22;113:3;

 224:23;228:17;230:18;

 238:20;245:8;288:15;

 292:4,5

duty (14)

 93:24;100:11;

 135:17;203:2,3;207:3,

 7;231:8;237:22;

 296:10,15,24;297:8,21

dwarfed (1)

 27:6

dwarfs (1)

 27:11

dying (1)

 225:24

E

earlier (25)

 13:9;47:2,4;73:5;

 121:2;135:1;137:16;

 147:17;162:18;173:23;

 178:7;197:13;201:10;

 240:22;262:22;266:17;

 267:19;269:21;270:13;

 276:6;280:11;291:21;

 293:15;295:22;302:18

early (8)

 13:12,24;73:6;92:25;

 175:14;176:2;223:13;

 259:7

easement (2)

 89:6,9

easier (4)

 16:15;141:10;224:3;

 228:11

East (1)

 63:21

Eastern (1)

 29:24

easy (11)

 31:21;90:12;116:12;

 135:8,8;152:4;153:3;

 154:14,24;225:9;

 296:25

Easy-peasy (1)

 152:4

eat (1)

 51:8

echo (1)

 164:8

economic (9)

 99:4;112:23;221:18;

 222:22,23;246:24;

 252:19;288:22,23

economics (2)

 228:7;247:14

economy (1)

 72:2

edge (1)

 139:10

educate (2)

 63:20;194:14

educated (1)

 39:15

education (1)

 243:24

effect (5)

 35:13;87:10;131:13;

 174:20;175:7

effective (5)

 150:11,11;215:10;

 222:13;282:24

effectively (3)

 36:1;185:1;284:19

efficiently (1)

 136:2

effort (2)

 83:23;251:23

efforts (4)

 169:18;223:4;

 302:22;311:4

eight (16)

 23:23;38:14;43:21,

 24;46:23;51:2,3,5,16,

 19;54:5,10;59:13;97:3;

 137:5,10

eight-and-a-half (1)

 43:15

eighteen (1)

 309:1

eight-million- (1)

 56:6

eighty (1)

 304:22

either (26)

 35:21;41:23;50:20;

 55:22;58:24;59:11;

 138:17;148:15;151:7;

 156:12;159:10;162:4;

 194:17,23;200:8,20;

 204:2;214:4,23;236:1;

 244:20;245:18;263:9;

 275:7;286:21;307:19

elaboration (1)

 112:13

elderly (1)

 132:14

elected (1)

 231:6

election (1)

 248:12

Electric (1)

 60:8

electrical (1)

 138:3

element (2)

 215:22;289:24

eleven (9)

 115:15;202:4,6;

 222:17;259:3,3;

 261:12;289:13;292:15

eliminate (1)

 104:11

eliminates (2)

 110:14,21

eliminating (1)

 289:24

elimination (1)

 233:11

Elliott-led (1)

 268:2

eloquently (1)

 278:6

else (39)

 14:17;22:15;32:11;

 43:2;53:23;54:19;

 57:16;58:2;60:7;64:6;

 68:22;75:4;90:22;

 115:18;133:11,25;

 135:19;153:17;159:18;

 170:9,12;172:21;

 175:3;181:5;193:10;

 197:17;215:3;232:17;

 234:8;250:7;254:19;

 257:19;273:22;284:25;

 297:3;305:1;307:4,5;

 311:3

else's (2)

 170:8;189:24

elsewhere (1)

 21:20

Elvis (1)

 192:9

emerge (2)

 192:12;230:2

emergence (1)

 263:16

emerges (2)

 142:13;223:7

Emery (1)

 254:5

emotional (1)

 69:10

emphasize (1)

 258:6

emphasized (2)

 253:8,8

emphatic (4)

 176:20;180:17;

 183:10;234:17

employee (1)

 72:14

employees (3)

 67:13,14,17

employment (4)

 64:20;65:20;71:1,23

enables (2)

 233:12;239:12

encompasses (1)

 113:5

encounter (1)

 158:4

encountered (1)

 168:21

encroachment (8)

 83:24;84:16,19,19,

 21,23;85:4,5

end (32)

 40:14;43:13;49:5;

 62:1;70:19;72:5;96:1,

 18;100:9;104:2,4,6;

 107:17;137:17;141:11;

 154:9;159:2,7;173:19;

 176:1;183:17;189:14,

 15;191:14;204:13;

 205:12;209:12;248:1;

 256:18;264:7;268:5;

 283:20

endeavored (1)

 225:25

ending (1)

 133:15

endless (1)

 95:7

ends (7)

 8:25;133:21,22;

 137:19;159:24;160:8;

 161:20

enforce (2)

 99:25;264:20

enforced (2)

 23:5;85:13

engage (1)

 212:24

engaged (5)

 109:21;173:13;

 199:13;224:13;226:4

English (1)

 29:9

enhance (2)

 84:23;85:1

enhanced (1)

 301:12

enhancing (1)

 86:18

enormously (1)

 262:5

enough (10)

 25:5;47:19;130:2;

 145:12;149:14;161:3;

 181:4;193:7;259:9;

 281:4

ensuring (1)

 211:20

enter (6)

 36:10;92:8,13;222:7;

 231:6;289:3

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(12) downside - enter Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 324

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

entered (5)

 83:23;84:14;85:9;

 94:9;304:1

entertain (1)

 207:10

entire (5)

 45:20;70:20;135:7;

 146:12;233:17

entities (7)

 43:1,1;110:11;112:4;

 153:4;163:9;189:16

entitle (1)

 89:6

entitled (9)

 46:1;55:1;60:22;

 107:23,25;208:10;

 234:7;265:9;296:16

entitlement (3)

 118:12;132:7;197:11

entry (1)

 239:17

envision (1)

 66:6

equal (2)

 126:19;265:18

equation (1)

 54:1

equitable (1)

 223:24

equity (49)

 10:9,18;27:4;134:16;

 188:22,25;191:9;

 199:7,8;202:14;

 205:13,17,18;206:1,7;

 208:1,5,6,7,7,14,14;

 209:15;223:25;224:8,

 13;225:5;228:14,19;

 230:22;231:18;235:22;

 240:7,16,24;256:17;

 261:21;265:17;274:20,

 23;279:15,19,20,21,22;

 280:3;283:2;288:25;

 301:18

equivalent (3)

 32:14;150:7;203:18

especially (2)

 233:9;309:14

essence (2)

 147:20;291:25

essentially (8)

 11:12;13:18;77:4;

 168:1;169:17,20;

 172:9;267:18

establish (3)

 29:12;206:14;286:23

established (2)

 15:21,21

estate (7)

 43:16;171:13;172:4,

 12;180:4;188:19;

 206:25

estates (3)

 171:23;179:24;

 180:15

Estella (1)

 9:15

estimate (4)

 114:15;159:6;

 174:14;228:24

estimated (9)

 118:18;134:2,25;

 158:24;161:12,18;

 179:5;184:15,16

estimation (77)

 26:12,20;27:22;28:2,

 2;56:25;110:22;114:1,

 25;123:4,7;124:3,3;

 128:1;129:21;130:6;

 133:14;134:11;148:7,

 11;152:24;157:6,11,

 14;158:7;159:4,12,19;

 161:15;174:22;175:11;

 176:2,10,23,24;178:21;

 179:6,13;183:7,11,12;

 191:5,6,10,10,13;

 200:10;201:19;203:8,

 11;205:18;226:17;

 231:4;233:11;236:20;

 240:20;258:19;270:9,

 16;271:1,12,19;277:6,

 13;286:14,23;287:7,8,

 17;289:15,20;292:14;

 307:16;308:2,11,18;

 309:4

estoppel (2)

 70:17;71:14

et (1)

 96:8

etched (1)

 242:11

evaluate (1)

 254:25

evaluated (1)

 226:6

evaluation (2)

 208:11,13

evaluations (1)

 207:15

evaporate (1)

 235:20

even (57)

 15:16;19:7,8;22:22,

 25,25;25:11;26:10;

 27:15;32:9;36:3;37:20;

 47:15;56:17;63:19,19,

 21;71:14;76:23;79:2;

 87:4;88:22,22;97:4,6;

 99:16,17;112:25;

 123:14;128:3;147:4,6,

 8;148:6;149:6,11;

 157:11;180:18,24;

 185:2;188:2;189:21;

 196:4;200:9;201:17;

 235:7;246:5;247:14;

 250:7;280:11;282:24;

 285:11;287:19;290:14;

 297:23;298:3;309:24

event (13)

 20:23;58:10;85:3,3;

 107:22;141:17;158:2;

 159:18;196:25;238:15;

 239:14;251:7;264:2

events (3)

 58:18;239:16;293:24

eventuality (1)

 290:21

everybody (16)

 90:3;133:11;157:16;

 181:5,14;189:6;

 190:14;191:11;203:6;

 253:10;259:5;264:4,

 23;273:22;299:12;

 306:10

everyone (23)

 8:6;33:21;43:2;

 97:10;122:14;136:13;

 156:3,4;157:15;189:4;

 193:2;199:7;221:1;

 222:4;267:5;274:21;

 278:24;280:8;288:18;

 289:16;299:21;311:4,5

everyone's (4)

 43:16;213:20;214:5;

 266:14

everywhere (2)

 203:10;286:6

evidence (6)

 25:13;38:21;202:18;

 250:12;251:1;253:14

evolution (1)

 295:5

evolved (1)

 28:6

exact (2)

 170:10;270:4

exactly (22)

 10:23;14:9;29:20;

 46:21;48:1;77:7;79:18;

 109:3;111:5,5;158:17;

 160:5;198:10;199:5;

 204:9;216:6;245:19;

 251:22,24;274:25;

 277:4;309:6

exacts (1)

 168:12

examiner (3)

 304:2,10,15

example (5)

 89:5;145:18;200:7;

 210:20;211:17

exceeds (1)

 18:5

except (2)

 90:6;240:15

exception (1)

 169:13

excerpt (1)

 277:15

excess (3)

 191:3;224:19;292:5

excited (1)

 258:9

excluded (1)

 274:11

exclusive (1)

 170:4

exclusivity (21)

 111:20;172:23;

 173:13;190:4,6;197:1,

 2,3;221:16;232:4;

 264:16,17,19,19;290:8,

 10,15;291:16;296:21;

 300:2;303:15

Excuse (21)

 35:10;83:14,16;

 84:13;87:19;93:6;

 104:25;109:11;118:15;

 128:25;130:13;131:5;

 132:8;155:16;158:8;

 182:20;211:2;235:11;

 240:24;295:6;301:8

excused (3)

 75:17,17;85:11

execution (1)

 209:14

executive (12)

 9:16;13:15;30:14,16;

 33:8,9;34:7,12;35:6;

 39:8;43:12;165:8

executory (2)

 87:20;90:9

exempt (1)

 121:21

exercise (3)

 100:10;298:12;301:6

exercising (2)

 245:8;298:8

Exhibit (2)

 308:1,21

exist (1)

 209:21

existence (1)

 222:15

existing (1)

 194:18

exists (4)

 53:1;112:2;219:10;

 278:8

exit (4)

 116:1,3;268:22;

 275:3

expect (4)

 65:6;122:20,22;

 128:2

expecting (1)

 217:6

expedient (3)

 134:24;215:10;216:1

expedite (1)

 106:8

expedited (1)

 110:25

expeditious (2)

 106:5;289:6

expeditiously (1)

 223:21

expense (2)

 112:24;244:23

experience (13)

 58:8;65:22;140:9,12;

 170:25;171:2;199:24;

 243:18;245:7;296:13;

 297:1;300:16,21

experienced (8)

 47:10,10;100:18;

 217:16,17;239:7;

 247:1;299:13

expert (1)

 287:17

experts (1)

 226:9

expired (1)

 159:7

explain (9)

 21:25;23:11;50:2;

 64:3;87:14;177:1;

 222:5;233:1;293:12

explained (5)

 23:20;59:15;157:13,

 17;294:2

explaining (1)

 234:2

explanation (3)

 126:16;153:21;

 221:21

explicated (1)

 112:15

explicit (1)

 92:17

explicitly (1)

 286:19

explosion (1)

 55:25

express (2)

 141:19;143:18

expressed (2)

 25:19;109:10

expressing (1)

 180:23

expression (1)

 173:23

extend (2)

 42:10;159:9

extended (5)

 111:25;125:11,14;

 132:3;160:25

extending (1)

 226:22

extension (1)

 46:2

extensive (5)

 105:20;157:23;

 273:9;274:15;289:15

extensively (1)

 287:18

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(13) entered - extensively Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 325

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

extent (22)

 24:8;29:13;53:1;

 81:19;82:13;97:15;

 112:17;131:2;148:15;

 150:17;151:4;152:16;

 154:20;166:3;170:1;

 222:5;260:17;274:3;

 293:22;294:3,7;298:18

extraordinary (1)

 267:1

extremely (3)

 69:22;222:25;223:11

eye (1)

 251:1

F

face (4)

 41:16;81:11;115:21;

 195:11

faced (1)

 258:13

facilitate (2)

 26:11;251:20

facilitating (1)

 27:22

facing (3)

 31:6;87:11;231:3

fact (44)

 10:24;35:3;42:16;

 43:10;62:17;64:4;

 96:15,22;99:16;

 103:20;104:8;109:24;

 130:1;132:19;158:21;

 161:13;163:8;190:24;

 192:16;201:18;202:4;

 203:11;206:24;219:21,

 25;223:11;238:5;

 242:4;246:1;249:8;

 252:10;258:14;267:9;

 272:4;275:2;277:5;

 278:14;279:19;285:9;

 294:13;297:19;301:14,

 18;303:7

factor (2)

 36:20;68:19

factored (1)

 277:24

factors (3)

 67:5;140:16;244:3

facts (6)

 111:16,16;192:11;

 224:6;297:9,9

factual (1)

 203:18

fail (1)

 251:19

failed (1)

 20:21

fails (4)

 20:14,23;221:23;

 251:6

fair (14)

 19:15;38:19;47:19;

 96:23;140:19;156:15;

 170:3;190:17,18;

 193:7;223:24;264:11;

 272:10;297:19

fairly (3)

 226:8;272:22;288:8

fairness (2)

 13:18;52:4

fall (7)

 15:12;33:23;179:22;

 185:22;239:3;277:5;

 289:25

fallback (2)

 236:24;301:19

falls (4)

 133:12;200:9;

 230:24;286:16

false (1)

 233:7

familiar (3)

 23:12;63:18;295:11

familiarity (1)

 128:1

families (2)

 41:6;58:6

family (4)

 38:13;58:11;75:21;

 86:21

fan (1)

 293:2

fans (1)

 297:13

far (10)

 43:3;105:12;120:17;

 125:17;162:25;172:9;

 181:14;192:5;261:4;

 276:15

fashion (1)

 206:17

fast (2)

 53:3;76:3

faster (1)

 228:12

fatal (1)

 178:5

fate (1)

 15:17

fault (2)

 42:19;296:23

favor (8)

 80:5;172:10;177:11;

 179:25;195:6;201:17;

 282:5;296:19

favorable (2)

 296:18;303:25

feasibility (2)

 100:21;165:22

feasible (5)

 134:9;138:12;

 192:20;283:7,8

Feather (2)

 126:25;143:25

February (7)

 92:25;175:13,14;

 176:2;231:5;257:8;

 283:10

federal (4)

 107:24;127:24;

 164:2,6

fee (2)

 304:2,14

feedback (1)

 255:2

feeds (1)

 147:18

feel (3)

 82:25;257:15;266:7

fees (1)

 247:5

Feist (7)

 126:18;141:23;

 143:1,2,5,5,11

Feld (1)

 160:21

Feldman (57)

 113:4;124:8,10,12,

 15,15,20,23,24;125:2,

 4,6,9,14,23;168:12;

 190:20;202:3;257:20,

 21,24;258:1,4,4,23;

 259:2,21,24;260:16,21,

 23;261:5,7,10,12,15,

 25;262:3,17,20,24;

 263:1,10,12,25;264:5,

 7,10;265:4,19,20,24;

 274:25;277:17;292:17;

 293:19;301:24

Feldman's (2)

 104:19;289:13

fellow (1)

 247:3

felt (4)

 34:12;132:14;

 244:25;304:20

FEMA (3)

 127:23,23;307:19

fend (1)

 24:7

few (17)

 8:25;12:22;32:13;

 47:13;58:19;94:22;

 126:3;137:2;187:20;

 190:9;205:24;213:21;

 238:6;293:24;294:22;

 298:15,20

fiduciaries (2)

 225:7;291:15

fiduciary (37)

 11:20,21,21;96:21;

 100:11;112:22;113:3;

 134:21;180:2,5;

 198:22,24;203:2,3;

 207:2,7;224:23;

 228:17;230:17;231:8;

 237:2,7,22,25;238:20,

 20;239:15;243:13;

 245:8;288:15;292:4,5;

 296:10,15,24;297:8,21

field (3)

 66:9;246:1;281:22

fifteen (4)

 8:25;135:17,21;

 279:3

fifteen- (1)

 220:21

fifteen-minute (1)

 204:17

fifth (2)

 137:8;263:4

fifty (1)

 24:2

fifty-three (2)

 42:21;47:16

fighting (2)

 196:9;231:25

figure (6)

 58:21;86:25;95:6;

 115:1;241:25;259:10

figuring (2)

 163:6;198:4

file (24)

 44:16;62:19,23;65:2;

 74:1;76:22;79:23;

 80:19;82:8,12;83:7;

 88:2,19;89:17,20;

 91:16;93:4;104:2;

 126:12;150:15;162:22;

 190:4;204:8;270:16

filed (44)

 13:19;28:12,17;

 29:14,23;31:16;32:13;

 40:13;52:5;63:22;64:5,

 7;72:20;73:5;75:22;

 76:14;78:4,18,21;83:8;

 97:12;111:14;112:5;

 126:3;130:21;150:6;

 151:19;153:18;154:15;

 164:8,12,14,17;166:23;

 205:3;220:16;255:21;

 269:17;276:5;277:21;

 292:6;293:19,19;

 309:23

files (3)

 91:15;264:9;284:11

filing (5)

 78:20;143:7;252:22;

 270:7,8

filled (1)

 143:19

final (4)

 68:18;114:22;131:7;

 186:9

finally (3)

 71:10;127:12;247:25

financial (9)

 14:11;96:7;168:13;

 188:8;199:15,23;

 222:10;230:20;245:12

financially (2)

 230:3,3

financing (6)

 116:1,3;265:7;268:3;

 282:25;283:18

find (5)

 15:17;129:13;182:8;

 198:5;206:24

finding (8)

 100:21,21;138:11;

 156:21;157:2;203:18;

 207:25;213:4

findings (3)

 202:24;207:16;302:2

finds (1)

 138:12

fine (11)

 9:24;16:14;89:25;

 90:12,20;91:23;92:7;

 94:5;99:13;136:19;

 310:3

finger (2)

 103:18;150:10

fingers (1)

 273:3

finish (5)

 9:1;172:8;204:24;

 228:2;270:12

finished (2)

 8:24;275:15

fire (59)

 9:3;10:8;12:22;13:2,

 14;22:11;27:5,24;

 28:13;47:15;49:6;

 53:22;55:1,21,24;58:9;

 62:4;97:17,18;101:2;

 106:1,7;110:10;

 118:17;127:5;130:25;

 134:1;137:7,8,9,11;

 138:2,6;139:10;140:3,

 24;141:18;142:6;

 143:6,22,23;147:23;

 149:8;163:3,8;192:14,

 17;199:20;215:3,7;

 220:14;222:1;231:6;

 232:16;307:20,25;

 308:9;309:1,24

fired (2)

 64:21;68:20

fire-related (1)

 162:21

fires (8)

 27:3;28:20;250:21;

 308:1,20,22,25;309:1

firm (2)

 162:19;304:20

firms (3)

 224:22,25;228:21

first (62)

 8:9,13;9:5,10,22;

 13:21;15:9,20;25:5;

 27:17,25;35:4;41:12;

 42:7;51:8;52:7;58:4;

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(14) extent - first Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 326

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 72:10,25;75:11;81:20;

 82:12;97:1;111:25;

 120:20;135:18;137:21;

 143:21;144:21,23;

 145:17;152:6;154:3;

 172:23;175:1;178:19;

 179:2;184:18;187:25;

 196:5;197:24;204:17;

 221:11;239:13;242:20;

 247:8;248:24;252:11;

 257:8;258:20;260:9;

 264:1,1;268:24;278:5;

 285:8;287:4;294:5;

 299:10;300:3;303:24;

 306:1

fish (4)

 100:1,1,3,4

five (3)

 73:22;278:25;279:20

five-day (1)

 57:11

fix (3)

 210:8,17;212:14

fixed (3)

 121:1;210:17;212:15

fixes (1)

 115:14

fixing (1)

 212:20

flagged (1)

 169:14

flatly (1)

 10:7

flawed (1)

 295:5

flexibility (3)

 145:16,18;275:3

flip (2)

 31:1;87:16

float (2)

 14:12;27:14

floating (2)

 184:17;269:10

floor (1)

 135:22

flower (1)

 243:21

fly (1)

 90:14

focus (6)

 27:18;153:10;

 197:23;257:1,16;310:6

focused (5)

 167:22,23;250:24;

 294:6;296:3

focuses (1)

 128:23

focusing (6)

 130:17;182:19;

 250:7;255:17;298:16;

 309:10

fold (1)

 236:18

folks (6)

 27:12;57:7;196:7;

 229:17,23;247:25

follow (2)

 235:17;308:4

followed (2)

 89:22;100:22

following (5)

 74:11;97:7;101:24;

 201:15;284:10

follows (1)

 285:3

follow-up (1)

 301:21

football (2)

 246:1;297:13

footnote (1)

 279:4

forbid (1)

 118:23

force (3)

 174:20;175:7;203:7

forced (2)

 70:14;289:2

forces (1)

 191:9

forcing (1)

 142:10

foreclose (1)

 104:1

foregoing (1)

 130:3

forever (1)

 123:7

forget (3)

 24:21;28:1;295:18

form (4)

 87:12;121:16;172:2;

 275:7

formal (2)

 226:17;305:10

formality (9)

 115:2,4;116:18;

 269:24;270:1,3,3;

 271:12,22

formulas (1)

 22:15

formulating (2)

 151:12;212:25

formulation (3)

 209:24;212:6;213:15

forth (3)

 71:1;185:25;244:8

fortunately (2)

 224:24;225:3

forum (6)

 67:7,8;68:6,7;69:18;

 87:18

forward (59)

 13:17,19;22:19;31:3;

 33:13;35:21;36:15;

 37:6;53:3;59:3,5;

 60:14;77:1;83:12;85:6;

 96:21;103:20;104:14,

 23;105:15;110:7,24;

 113:13;123:12;135:7;

 153:25;163:22;171:3;

 176:24;183:12;193:15;

 211:19;215:11;219:8;

 221:17;230:18;238:14;

 244:12;245:6;248:1;

 253:13;258:24,25;

 259:7;261:25;262:4,

 11,12,13;266:23;

 275:8;277:25;285:11;

 287:25;288:22;291:23;

 300:1;306:20;309:15

found (3)

 22:20;73:17;94:9

foundation (1)

 275:8

four (6)

 15:18;112:25;

 139:15;159:6;181:19;

 278:25

fourteen (1)

 137:23

Fox (1)

 209:5

frame (2)

 128:2;224:9

framed (1)

 38:23

framework (1)

 248:2

FRANCISCO (4)

 8:1;132:22;133:14;

 160:8

Frank (1)

 242:24

frankly (12)

 58:13;98:22;115:3;

 143:18;169:23,25;

 256:12;257:8;263:22;

 267:5;296:22;300:10

frankness (1)

 169:25

free (4)

 107:3;140:21;

 238:21;303:4

frequently (2)

 33:24;264:17

Friday (15)

 30:11;35:15;36:3;

 59:23;108:19;121:17;

 125:4,5,7,9;159:9,10;

 259:25;260:9;306:19

front (7)

 161:21;203:11;

 204:12;222:19;258:10;

 286:18;287:6

frustrations (1)

 19:6

fry (1)

 100:1

fulfill (1)

 97:22

fulfilling (1)

 228:17

full (7)

 111:11;195:16,17;

 201:19;202:3;273:10;

 292:9

fully (8)

 105:22;106:16;

 110:9;117:17;144:3;

 198:16;250:14;291:21

function (2)

 126:24;127:10

functioning (1)

 131:3

fund (8)

 56:7;192:14,17;

 217:18;223:10;232:21;

 289:7;291:23

fundamental (3)

 111:19;265:11;

 279:18

fundamentally (4)

 19:15;198:14;

 208:13;279:23

funds (1)

 119:6

further (25)

 20:25;29:4;36:3;

 39:1;68:17;71:20;

 74:17;86:14;89:23;

 91:4;93:4;100:23;

 116:22;119:2;120:13;

 129:2;130:9;131:10;

 138:12;142:20;145:20;

 147:9;159:6;203:22;

 206:23

future (8)

 25:16;129:7;230:21,

 23;239:4;301:24;

 302:14,16

G

gag (5)

 177:10;196:9;

 229:15;284:19,20

gain (1)

 225:18

gamble (2)

 173:8,10

game (2)

 204:10;297:15

games (1)

 246:15

gander (1)

 242:8

gaps (1)

 143:19

Garrison (1)

 166:22

Gas (3)

 60:8;84:24;85:1

gathering (1)

 56:13

gave (8)

 11:18;56:9;102:3;

 104:11;229:21;242:17;

 290:3;298:22

Gavin (2)

 95:17;254:21

gearing (1)

 54:3

general (3)

 234:22;308:8;309:8

generally (1)

 154:8

General's (2)

 162:20;307:10

generating (1)

 274:14

generis (1)

 300:21

genie (1)

 258:25

gentleman (3)

 9:6;214:11;253:24

genuinely (1)

 278:19

George (1)

 75:23

gets (16)

 21:11;88:22,22;

 95:14;107:14;137:18;

 140:14;146:5;162:8;

 200:8;234:10;246:14;

 263:3;264:17;269:18;

 307:16

GHETALDI (9)

 141:24;142:1,5,6,15,

 17,22,24;243:17

Ghost (68)

 8:12;9:3,10,17;10:6,

 7,13,19,23;11:1,11;

 12:16;13:4,8,14,25;

 14:24;15:9,11,14,16;

 16:5,11;18:1;21:4,12,

 21;22:8,11,18,19;23:1,

 19;24:2,7,17;26:4;

 27:24;28:1,13,14,18;

 32:5;35:6;37:15;38:8;

 39:8,14;40:10;49:6;

 50:11;51:15,22;52:1,

 17;53:5;54:1,19;55:1,

 5;58:2,8,22,23;59:3,9;

 123:15;223:14

gigantic (1)

 138:4

given (10)

 9:19;15:17;43:5,8;

 159:4;179:23;247:18;

 279:22;293:20;308:13

giving (5)

 37:15;173:18;201:8;

 228:24;246:18

glad (4)

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(15) fish - glad Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 327

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 29:16;96:25;145:6;

 207:10

glean (1)

 277:8

global (8)

 105:24;111:6;113:5;

 212:25;213:16;288:21;

 291:17,24

goal (5)

 257:12;260:24,25;

 299:21;301:11

goals (2)

 105:23;223:22

God (2)

 118:22;153:18

goes (27)

 19:8;22:16,19;27:8;

 33:12;50:9;87:10;

 118:15;119:11;125:22;

 129:24;142:13;160:1,

 11;176:24;193:15;

 198:7;203:11;206:7;

 237:23;240:5;258:7,

 24;262:4;296:1;299:9;

 307:15

Good (65)

 8:6,7;9:14,15;10:1,2,

 25;11:20;12:18,25;

 17:15,16,19;44:7,8;

 48:4;53:21,25;54:2;

 74:21;75:13,14,20;

 93:19;98:18;107:13;

 120:17;127:6,12;

 136:13;139:24;142:13;

 167:9;171:21,21,22;

 181:6;182:3,4,5,6;

 198:18,18;199:24;

 203:23;209:4,11;

 210:16;218:25;219:16;

 221:7;231:24;233:2,4;

 234:24;242:7,7;249:6;

 252:23,24;276:7;

 296:8,22;303:18;

 310:25

goose (2)

 242:7,10

Gordon (1)

 35:12

gotcha (2)

 153:16;257:13

Gotshal (2)

 41:21;288:7

govern (1)

 147:11

governance (8)

 96:7;99:12;100:5;

 163:1,6,12;209:18;

 230:3

governed (3)

 63:24;65:23;294:14

government (5)

 153:4;163:2,9;164:2;

 180:25

governmental (4)

 53:23;130:22;

 148:10;214:19

government's (1)

 110:6

Governor (44)

 95:17,18;96:2,20;

 98:2;99:5,6,9,24;

 100:11,14,25;101:19;

 103:19;109:2,10;

 113:12;137:22;172:1,

 10;180:18,19,20;

 192:2;195:19;199:9;

 230:4;231:15;238:5,

 11;247:24;250:19;

 253:12;254:21;255:2;

 257:5;259:7;263:20;

 268:19;279:2;283:19;

 293:18;298:22,22

governor's (60)

 49:3;58:19;95:4,11;

 97:8,23,23;99:10;

 100:25;101:10;103:9,

 9,22;104:12,16;108:19,

 25;109:22,24;112:5;

 127:20;129:9;131:8;

 172:13;182:9;192:1,3,

 5;193:1;195:11;

 209:16;213:25;214:25;

 216:6,7,8,9;221:21,22;

 229:7,13;231:1,11;

 247:14;254:18;256:4,

 5,9,10;259:6,8;260:7;

 279:1,2;284:2;285:6,

 15;291:5;300:25;301:4

grams (1)

 238:6

grant (19)

 15:19;25:15,18;26:7;

 30:19;33:25;40:17;

 41:6,19;52:23;54:19;

 56:8;59:25;61:22;79:3;

 90:5,11;99:23;284:22

granted (15)

 13:13;20:25;22:18;

 26:19;30:15;33:10;

 36:1;50:9;52:24;56:19;

 81:3;83:15;87:5;88:20;

 114:3

granting (2)

 19:8;60:3

granular (2)

 120:9,9

Great (11)

 8:20;74:4;79:6;

 88:11;120:18;187:22;

 206:3,5;233:12;

 267:12;275:8

greater (3)

 24:25;25:11;37:13

greatly (1)

 134:14

greeted (1)

 241:17

Greg (1)

 165:4

Gregory (1)

 167:10

grievance (18)

 63:11;67:1,1,4,11,

 24;68:8;69:3,4,11,13;

 70:5,12,14,19;72:4,20;

 73:20

grievances (2)

 67:13,14

grieved (1)

 71:15

grouchy (3)

 241:7,13,13

ground (4)

 13:24;90:19;127:9;

 137:18

group (15)

 101:3;108:9;117:1;

 124:16;131:3;139:4;

 177:22;235:7;243:14;

 258:5;263:6;265:10,

 14,16;268:2

group's (1)

 258:12

GSA (1)

 293:1

guarantee (3)

 201:18,21;252:21

guess (16)

 26:8;61:20;116:13;

 146:4;149:3;185:2;

 212:22;213:7;216:17;

 257:18;271:24,25;

 294:15;297:15;305:20;

 307:17

guessed (2)

 292:7,8

guidance (4)

 230:1;238:10;246:3,

 17

guiding (1)

 299:8

Gump (4)

 155:25;160:21;

 187:14;276:3

guy (2)

 230:9;281:2

guys (2)

 284:18;306:16

H

half (19)

 102:18;115:15;

 139:17;140:23;157:17;

 158:6,23;188:16,22,22,

 22;189:8;202:1,2;

 258:20;286:24;287:6;

 289:12;292:20

hand (5)

 20:19;30:10;133:1;

 161:10;266:11

handful (1)

 308:22

handle (2)

 16:9;239:13

handled (2)

 65:14,18

handling (1)

 94:19

hands (3)

 22:5;70:18;145:2

happen (31)

 14:2;26:17;42:13;

 46:18;114:3,5;122:14;

 131:12;138:22;139:25;

 160:3;173:20,22,23;

 175:3,18;181:18;

 183:11,18;187:18;

 190:19;236:11,13;

 239:3;268:13,15;

 271:10;272:1;287:23,

 24,25

happened (23)

 28:13,13;37:11;

 40:21;59:7;94:8;170:8;

 183:9,19;191:6;

 193:10;203:24;204:21;

 245:3;253:5;259:17;

 260:8;267:25;273:23;

 293:15;298:14,20,25

happening (4)

 44:17,17;115:20;

 271:9

happens (43)

 15:23,23,24;16:10;

 43:22;44:12;49:5;

 69:19,20;70:3;76:22;

 80:6,20;98:10;117:10;

 118:22;129:23;133:20;

 137:17;138:10,20;

 139:20,21,22;161:17;

 172:19;178:4;179:22;

 185:21;193:13;203:10;

 259:19;260:13;265:24;

 269:16,18;277:1;

 283:11,21,23;287:6;

 298:25;307:19

happy (15)

 90:3;102:12;109:13;

 111:9;120:10;171:3;

 187:13;214:7,9;234:8;

 247:24;256:17;278:23;

 302:18;311:5

hard (12)

 46:25;56:25;62:3;

 177:24;198:4;203:15;

 210:1;254:24;274:17,

 17;302:21;311:4

harden (1)

 279:9

hard-fought (1)

 134:17

hardly (1)

 251:19

Hardwoods (1)

 294:17

harm (3)

 68:19;205:14,15

hate (2)

 171:14;234:8

Hauer (1)

 160:21

head (4)

 77:7;188:23;277:6;

 284:15

headed (1)

 218:17

heading (1)

 218:7

heads (1)

 89:7

heads-up (1)

 94:6

health (3)

 68:21;130:18;143:24

hear (31)

 28:24;29:2;39:1;

 62:18;89:16;102:1,13;

 113:19;123:20;128:13;

 129:1,11;134:11;

 136:6;140:4;160:16;

 185:5;208:24;213:25;

 220:10,22;243:1;

 247:11;254:17,18;

 257:19;258:1,2;

 273:14;278:20;285:24

heard (56)

 9:7,10,12;29:4;

 34:18;39:1;41:12;42:1;

 48:21;49:14;50:24;

 58:2;81:20;84:3;87:6;

 102:7;103:10;121:6;

 125:19;126:17,22;

 135:25;136:23;151:24;

 162:25;180:25;191:11;

 195:12;199:22;202:3;

 217:15,22;219:5,7;

 220:6;222:17;233:15;

 240:16;242:3;247:23,

 23;248:10;253:25;

 254:3,19;257:18,20,21;

 258:1;268:20;271:2,6,

 8;275:17;296:8;304:18

hearing (51)

 16:2;30:17;35:16;

 44:25;66:9;87:25;

 89:11,12,15;92:3,10;

 97:3;102:5;109:1;

 114:12;116:3;120:15;

 122:14;134:15;135:20,

 22;156:9;159:4;

 164:13;165:6,8;

 190:21;195:15;203:16,

 20;204:17;209:13;

 229:2,4;254:9;257:8;

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(16) glean - hearing Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 328

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 263:4;266:19,20;

 267:10;268:11;269:18,

 19;271:3,12;276:6;

 280:10;282:25;301:21;

 302:16;304:3

hearings (7)

 95:7;197:1;204:3;

 267:11;299:10;304:15;

 306:7

hearing's (1)

 276:1

Hearn (18)

 8:13;9:9;61:15,16,

 19;62:1,9;65:7;66:9;

 67:9;68:20;69:3,13,21;

 71:9,10;72:4;75:10

Hearns (1)

 60:18

Hearn's (4)

 62:4,18;63:6;64:12

heart (3)

 135:2;146:10;190:15

hearts (1)

 190:16

heavy (2)

 101:16;164:19

hedge (1)

 195:6

help (9)

 10:9;15:7;17:22;

 26:8;71:11;106:12;

 107:10;111:4;151:23

helped (1)

 232:8

helpful (4)

 17:20;91:12;147:8;

 191:23

helping (1)

 46:22

helps (2)

 63:7;252:7

Here's (6)

 14:2;21:9;97:1;

 126:1,11;139:16

hesitant (1)

 297:12

Hey (3)

 120:19;148:2;195:2

hidden (1)

 250:6

high (2)

 96:13;134:14

higher (1)

 278:11

highly (4)

 173:15;178:11,17;

 180:5

history (5)

 15:9;59:8;137:8;

 263:22;266:4

hit (2)

 77:6;79:6

hoc (17)

 110:18;111:13;

 112:21;121:15;123:20;

 124:16;130:5,9,14;

 156:1;160:22;177:16;

 187:14;239:20;258:5;

 276:3;278:18

hocs (1)

 291:6

Hold (7)

 17:1;91:24;148:11;

 156:18;187:5;196:1;

 253:22

holder (7)

 228:16;237:6;

 238:14;240:24;249:21;

 251:10;263:19

holders (20)

 222:20;223:25;

 224:8,14;225:5;

 227:15;228:6,15,19;

 230:20,22;231:16,18;

 240:7,12,16,25;261:15;

 274:20;287:20

holders' (4)

 160:22;230:24;

 239:20;241:3

holding (2)

 42:17;166:13

holds (1)

 187:17

holdup (1)

 42:15

Holiday (1)

 311:5

holidays (1)

 306:9

home (3)

 153:18;161:8;183:25

homes (1)

 299:17

homework (2)

 135:14;286:5

honest (6)

 58:13,14,14,16;

 78:24;181:15

Honor (348)

 8:7;9:15,18,25;10:2,

 5,19;11:15,18;12:8,13;

 13:7;14:12;17:3,20;

 18:24;20:1,5;25:4;

 26:2,21,23;28:8;29:1,8,

 24;30:14;31:5,15;34:7,

 17,20;35:1,23;38:24;

 39:6,9,18;41:5,22;

 48:7;49:16;50:2,22;

 52:3;61:12,18;62:7;

 67:8;74:4;75:5,14,16,

 17,20;76:1,12;77:6;

 78:25;82:1,10,19;83:4;

 84:3;86:1;88:11;90:20;

 91:7,11,17,23,24;

 92:11,18;93:1,18,21;

 94:5,17;95:1,25;98:1,

 3;99:19;100:8,12;

 101:21;102:11;103:17;

 104:7,8,13,18;105:10,

 19,22,23;106:10;

 107:10,21;110:8,14;

 111:2,10,19;112:20;

 113:2,9;119:3;120:8;

 121:6,13;122:3,9;

 123:3;124:5,8,18;

 125:4,10,15,23;131:18;

 132:10;134:3;136:24;

 138:18,21;139:23;

 140:6;141:8,11,16,24,

 24;142:5,15;143:2,11,

 15,18;144:8,16;146:8,

 15;147:16;148:14;

 152:4;153:23;154:20;

 155:16,18;156:5,13,16,

 20,25;158:10,17,19;

 159:9,22;160:5,12,20,

 23;161:1,9,19;162:6,

 19,24;163:17,25;164:7,

 21,23;165:4,5,12;

 166:23;167:7,9;

 170:17;174:5,12;

 176:15;186:9,25;

 187:3,16,22;189:4;

 190:3,9,13;191:1,7,22;

 192:10,20;193:7;

 195:3,13;198:12,14,21,

 22;199:11;200:1,18;

 202:8,21;203:2,8,25;

 204:24;208:12,25;

 210:9;212:12;213:19;

 215:6;216:12;220:7,

 12;221:7,11;222:25;

 227:15;229:19;230:5,

 12;231:14;235:25;

 237:9;241:2,19;

 242:15,22;245:19;

 246:14;248:6,18;

 249:6;250:22;251:15;

 253:6,19;254:1,4,13,

 20,22;255:4,11;256:2,

 13,21;257:14,22;258:4,

 5,13,18;259:4;261:5,

 17;263:10;264:3,10;

 265:18,23,24;266:14,

 16;267:9,24;268:3;

 270:2,4;271:7,21;

 273:12,15;274:19;

 275:5,13,20;276:5,11,

 19,25;277:7,19,22;

 278:5,7,13,17,22,24;

 279:5;280:2,17;281:7,

 21;282:6,16,22,23;

 283:9,17,24;285:13;

 286:6,12;287:14,20;

 288:3,6,16,17;289:1,4;

 290:7;291:1,14,21,24;

 292:8,10;302:24;

 303:15,18;304:24;

 305:4,6;307:7;308:7,

 14,24;309:6;310:9,19,

 25;311:2,6

Honorable (2)

 8:5;241:7

honored (1)

 118:16

honors (1)

 221:2

Honor's (8)

 147:17;157:6;

 162:10;182:10;223:3;

 244:9;248:20;268:21

hoop (1)

 285:8

hoops (2)

 283:19;285:6

hope (20)

 37:5;40:16;133:12;

 134:10;140:15;141:5;

 152:21;158:1;160:17;

 172:6;179:11;194:1;

 213:16;226:9,10,12;

 230:23;238:6;302:3;

 303:3

hopeful (1)

 134:6

hopefully (9)

 24:22;135:12;

 168:20;196:24;197:24;

 225:17;232:22;282:18;

 295:13

hopes (1)

 157:16

hoping (2)

 95:20;304:5

horror (1)

 58:5

horse (2)

 80:14;150:14

Hostetler (3)

 10:3;131:19;221:8

hot (1)

 292:25

Hotel (1)

 295:11

hotly (1)

 22:1

hour (4)

 123:17;191:19;

 263:4;294:12

hours (9)

 38:13,15;67:23;

 94:22;97:3;168:8;

 191:10;192:8;241:18

house (1)

 64:20

housekeeping (2)

 303:20;304:1

housing (1)

 223:17

huge (1)

 181:8

Huh (1)

 169:2

human (2)

 46:4;66:8

humanitarian (3)

 126:5,7,9

humble (2)

 248:2;285:15

hundred (6)

 24:1;38:13;100:7;

 125:12;216:17;263:7

hundreds (3)

 152:11;233:5;247:3

hurdles (1)

 209:15

hurt (1)

 199:25

hypocrisy (2)

 250:2;254:15

hypothetical (3)

 53:6,19;261:10

hypotheticals (1)

 297:12

I

IBEW (3)

 72:12,12,17

idea (11)

 26:24;121:21;

 132:11;140:9;209:23;

 253:18;267:12;268:2;

 269:9;270:2;271:7

ideal (1)

 222:11

identical (2)

 168:3,9

identified (3)

 29:5;129:3;298:19

identify (1)

 161:14

ignore (2)

 195:15;234:12

ignores (2)

 111:16;287:24

ignoring (2)

 205:13;234:13

ill (1)

 299:23

illustrate (1)

 236:16

imagine (6)

 58:5;177:24;203:16;

 247:18;250:11;277:20

immediate (5)

 119:8;122:12;

 132:11;175:11;197:14

immediately (2)

 37:14;223:23

immovable (2)

 244:17,17

impact (6)

 54:15;56:12;58:21;

 188:15;197:14;251:4

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(17) hearings - impact Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 329

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

impacting (1)

 303:14

impacts (1)

 97:4

impair (1)

 252:4

impaired (33)

 104:21,25;105:11,

 14;106:4;110:16;

 189:11;195:20;208:8;

 211:5,9,12;219:17,23;

 233:10;256:18,23,24;

 257:2,3;266:23;269:5;

 280:20;281:16;288:21;

 289:19;291:11;297:22;

 301:9;305:7,17;306:4,

 4

impairment (4)

 107:20;211:8,13;

 282:23

impatient (1)

 216:16

impede (1)

 251:21

impeded (1)

 301:12

impediment (2)

 45:14,18

impediments (1)

 179:9

imperative (1)

 292:12

imperfect (2)

 224:11,11

impermissible (1)

 296:15

implementation (3)

 117:7;144:20;298:12

implemented (2)

 105:25;117:9

implicate (1)

 128:21

implicated (1)

 177:17

implicit (2)

 92:20;251:25

implies (1)

 169:25

importance (1)

 277:25

important (26)

 10:14;21:24;27:20;

 42:8;62:4;98:9;110:3;

 134:14;145:7,25;

 146:9;148:3;173:3;

 190:13;214:8;215:4;

 243:4;255:3,5;258:12;

 263:6,17;266:18;

 271:24;276:16;309:11

importantly (6)

 24:16;26:2;77:16;

 128:19;282:1;303:25

impose (2)

 66:23;310:22

imposing (1)

 72:11

impossible (1)

 66:6

impressions (1)

 248:22

impressive (1)

 230:9

improve (1)

 238:8

improvement (1)

 229:8

improvements (1)

 228:13

improving (2)

 229:12,24

in- (1)

 64:19

inability (1)

 105:6

inaccurate (1)

 189:12

inappropriate (3)

 273:16;288:17,20

inasmuch (1)

 13:16

incapacitated (1)

 13:3

incentive (2)

 221:25;222:1

inclined (6)

 40:16;63:10;90:5;

 131:4;154:21;203:19

include (7)

 32:5;69:9;96:6;

 152:16;222:11;232:10;

 264:2

included (4)

 132:7;137:11;

 263:14;273:12

includes (3)

 228:20;272:11,12

including (12)

 13:25;15:18;100:21;

 118:24;130:22;160:2;

 195:22;222:4;274:22;

 289:5,19;291:14

incomplete (1)

 120:4

inconsiderate (1)

 282:2

inconsistent (6)

 10:7;36:23,23;

 172:17;208:19;296:14

incorporated (1)

 106:16

incorrect (1)

 120:3

increase (1)

 249:15

incurred (1)

 223:13

indeed (3)

 30:8;90:15;247:17

indenture (1)

 209:5

independent (3)

 83:22;86:6;215:8

indicate (2)

 23:22;230:15

indicated (5)

 64:15;78:15;112:4;

 136:3;137:16

indicates (1)

 71:14

indication (3)

 144:2;278:17;284:1

indications (1)

 238:13

indiscernible (1)

 184:5

individual (14)

 118:9,24;152:11;

 153:5;154:12;156:18;

 212:16;224:23;225:14,

 23;261:17;280:21,22;

 282:11

individually (2)

 217:13;225:6

individuals (8)

 43:4;119:7;133:10;

 135:10;226:22;233:6;

 243:18;281:14

inference (1)

 49:18

inferior (1)

 279:24

infirmities (1)

 221:22

influence (4)

 45:10;125:20;141:5;

 205:13

influenced (2)

 210:15;298:18

information (7)

 41:4;143:7;191:17;

 199:16;219:13;255:8;

 278:23

informed (1)

 16:24

ingredient (1)

 173:3

inherently (1)

 279:24

in-house (3)

 48:21;71:1;168:15

injunction (2)

 49:11,23

injury (5)

 144:4;145:3,4;196:8;

 224:16

input (2)

 152:18;153:9

insert (1)

 297:7

insist (2)

 190:23;301:10

insistence (1)

 268:1

insisting (1)

 279:15

insolvency (13)

 115:21;129:12,13,

 14,14;167:14,15;

 173:24;174:7;200:13,

 15,19;298:4

insolvent (4)

 129:18;200:21;

 245:24;262:5

inspectors (1)

 252:10

instead (1)

 78:19

institutions (3)

 168:13;199:23;

 222:10

instruct (1)

 177:12

instructions (1)

 34:6

instruments (1)

 163:16

insurance (71)

 11:2,5,22;12:4,6;

 13:17;14:8,10,10,12,

 16,25;15:22;16:6,12,

 16,25;17:9;18:3,18,25;

 19:2,14;22:7;23:3;

 24:2,9,21;25:12;26:16,

 23,24;27:2,3,6,8,11,13,

 14,18;28:9,16;29:7,14;

 33:11,24;34:11;37:24;

 39:5,22;40:15;43:6,17;

 49:20,24;50:4,24;

 52:13;53:1;55:14;56:7;

 59:17;60:11,13;

 125:12;146:20;168:14;

 250:13;251:3;263:7,10

insured (1)

 250:14

insureds (1)

 138:3

insurer (4)

 15:2;19:10;24:24,24

insurers (1)

 44:5

insurer's (1)

 147:7

intact (1)

 51:16

integrated (10)

 228:18,19;229:18;

 232:10;235:20;240:10;

 241:5;263:14;272:4;

 285:11

integrity (1)

 230:4

intend (7)

 70:2;100:11;104:1;

 125:20;150:15;248:21;

 302:2

intended (4)

 84:21;152:13;226:4,

 5

intensity (1)

 293:1

intent (1)

 152:21

intention (6)

 135:3,20,23;271:21,

 22;302:10

intentionally (1)

 272:9

intents (1)

 169:21

interest (27)

 14:23;107:24;108:6;

 113:10;130:10;135:6;

 171:13,23;172:4,12;

 179:24;180:4,15;

 188:14,18;195:25;

 200:25;206:25;211:5,

 20;212:17;274:23;

 283:22;288:23;289:4;

 296:19,20

interesting (6)

 77:20;98:19;149:9;

 248:15;269:1;294:24

interests (2)

 107:22;230:16

interpret (2)

 88:24;241:4

interpreting (1)

 101:10

interrogatories (1)

 40:22

interrogatory (1)

 14:4

interrupt (1)

 120:4

into (63)

 15:15;22:16;27:5;

 28:15;33:12;37:4,9;

 38:20;55:21;65:18;

 72:16,19;77:13;83:13,

 23;84:14;85:9;92:8;

 94:9;95:7;117:25;

 120:15;130:22;131:14;

 133:13;135:12;139:10;

 141:14;145:22;147:19;

 155:4;188:19;200:10;

 201:3;202:1;215:12,

 18;219:11;222:6,7,21;

 223:16;230:20,22;

 231:7,21;238:23;

 241:8;242:6;244:3;

 245:23;249:14;262:11;

 266:4;269:10;277:24;

 283:10;289:3;293:25;

 297:23;304:8;309:4,21

intricacies (1)

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(18) impacting - intricacies Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 330

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 269:1

introduce (1)

 12:16

inventing (1)

 230:13

invested (1)

 279:9

investment (1)

 202:14

investor- (1)

 223:5

invitation (1)

 36:8

invite (4)

 87:4;126:4;192:4;

 302:13

invited (5)

 95:21;163:14;

 230:20;235:8;303:8

involuntary (1)

 201:7

involved (15)

 42:25;45:20;56:13;

 120:9;127:5,8;144:19;

 145:6,9;152:15,20;

 154:23;163:6;213:14;

 274:20

involvement (3)

 147:10;226:3,3

involving (1)

 47:16

IP (1)

 262:4

IPs (1)

 260:2

irony (1)

 170:10

issue (69)

 15:9;23:7;29:7;

 33:19;39:5;47:21;74:1,

 20;84:19;85:16,18;

 86:2;96:17;101:20;

 106:12;107:3;108:8;

 121:7;122:7;125:20;

 128:23;130:7,22;

 136:8;140:22;144:11;

 149:17,17;160:10;

 169:15;179:12;180:1;

 186:19,20;190:22;

 191:18;195:9,17;

 200:11,11,12,14;201:6;

 210:23;212:12;213:10;

 239:25;242:8;243:5;

 244:7,7;252:3;254:6;

 257:16,24;258:7;

 260:2;268:18;284:10,

 16;290:9;298:1;

 301:24;302:9;304:5;

 307:12;308:10,15;

 310:17

issued (3)

 108:19;188:25;189:1

issues (64)

 9:19,22;62:22,22;

 65:16;78:13;80:15;

 86:6;99:14;101:13,14;

 103:24;104:1;106:17;

 109:9,15,23;111:10,12;

 113:9;122:23;128:19,

 19;130:18,18;133:10;

 148:5;150:17,18;

 153:12;163:1,1,12,19,

 23;164:16,20;165:13,

 14,20;167:8,22;

 168:17;169:16;185:23;

 186:1,5;198:22;207:6;

 209:17,18,20;215:4,4;

 218:10;259:6,8,9;

 289:19;294:4;297:24;

 301:22;306:25;310:14

item (2)

 115:2;116:2

items (4)

 127:7;143:13;

 145:19;151:6

iterations (1)

 295:6

J

January (22)

 37:12;40:6,12,14;

 72:20,20;91:15,21;

 92:10,25;93:6,8;116:5;

 132:19;225:25;231:4;

 257:7;258:21;302:16,

 19;304:16;306:11

jeans (1)

 198:6

Jeffrey (1)

 254:4

Jennifer (2)

 220:7,12

jeopardy (1)

 128:10

Jerry (1)

 243:17

jettison (1)

 292:13

job (6)

 68:20;100:13;

 161:25;185:15;204:21;

 301:15

Joe (1)

 143:5

Johnny-come-latelies (1)

 250:3

join (1)

 30:2

joined (2)

 9:18;13:19

joint (3)

 111:15,17;228:6

jointly (1)

 225:4

Jose (6)

 130:16,19;214:3,12;

 220:5,13

Joseph's (1)

 137:1

Judge (116)

 8:23,25;10:9;31:2;

 35:14,20;36:2;37:16;

 44:14;45:8,9;46:19;

 47:8,11,19;57:2;59:22;

 80:5;81:5,6,9;82:3;

 86:25;87:10;88:15,16,

 23;91:14;92:22;95:8;

 102:5;105:22;106:11,

 11;107:10;110:22;

 122:15,16,17,22,25;

 123:9;134:4;135:15,

 22;151:14;156:3,4,6,

 13,20;157:4,13,18;

 158:1;159:2,12,13;

 160:4,11,23;161:2,3,9,

 21;162:4;181:25;

 183:8,10;189:5,6;

 191:11,19;194:21;

 203:11,20,22;204:4,6,

 9,10,12,16;206:10;

 207:5,15,20;208:13;

 236:19;240:23;243:20;

 244:13,15;245:25;

 246:16;250:10;263:3;

 275:22;276:6,21;

 277:4,11;286:10,14;

 287:3;289:20;293:15;

 295:10,12,18,18;

 296:21;308:12;309:16;

 310:2,23

judges (4)

 65:25;66:1;261:20;

 294:23

judge's (3)

 59:4;183:9;278:25

judgment (16)

 24:23;29:12;59:23;

 107:24;128:18;217:3,

 4,5;237:24;238:1,3;

 292:1,1,2;297:4;

 300:22

judgments (2)

 29:12;36:23

judicata (1)

 149:12

judicial (2)

 72:2;276:14

juggle (1)

 90:2

Julian (114)

 9:21;10:1,2,2,21,23;

 11:9,11;12:5,8,13,15,

 19,21;13:1,22,24;

 14:19,21;15:5;16:1,4,8,

 17,22;17:1,3,6,9;18:24;

 19:12,18,19,23;20:1,3,

 5,8,12,14,18;21:15,22,

 25;22:4,24;23:5,9,13,

 16,18,25;24:5,10,12,

 15;25:2,4,25;26:2,21;

 27:8,11,19,25;28:4,7,

 10,22;29:1;34:10;37:4;

 38:5,7,24;42:8;55:4;

 94:16;113:19;116:13,

 22;119:4;120:2;

 131:11;155:10;159:11;

 221:3,4;227:2,16;

 231:24;242:17,19,23;

 248:8,9,18;249:5,13;

 250:12,22;251:9,15,22,

 24;252:6,20;253:4,6,

 17,21;298:17;299:4;

 301:14

Julian's (2)

 30:2;256:8

jump (4)

 278:2;283:18,20;

 285:7

jumping (1)

 60:20

June (11)

 49:1,5;111:1;215:23,

 24;223:7;231:5;249:9;

 262:7;283:14;292:19

jurisdiction (3)

 154:8,20;252:25

jury (10)

 18:4;19:9;24:1;68:3;

 79:21;86:7,9;89:6,8;

 287:6

Justice (1)

 164:5

K

Karotkin (117)

 60:20;93:24,25;94:4,

 11,14,21;95:13;98:25;

 101:24;102:11,21,23;

 103:2,5,12;117:4,11,

 15,19,22;118:2,6,14,

 19,21,25;119:15,18,22,

 24;120:1,3,17,20,24;

 121:2;122:11;131:9,

 21;136:15,19;141:10,

 16;149:21,23;150:2,9,

 13,23,25;151:2,4,16,

 22,24;154:3;166:12,

 16;185:9,25;186:4;

 187:1,3,8;189:9,14;

 195:12,15;196:20;

 216:17;236:18;258:2;

 264:14;266:19;269:21;

 275:11,13;277:17;

 282:3;285:24;286:2,4;

 288:5,6,7,10,12;

 290:16,18,21,23;291:1;

 292:23;293:20;299:5;

 301:25;302:13;305:2,

 3,6,9,13,16,18,20,25;

 306:3,8,13,15,18,22,

 24;307:1,3,23

Karotkin's (3)

 126:15;234:3;300:14

Kaupp (14)

 34:16,17,18,20;35:1,

 5,12,12,23,25;36:6,9,

 16,21

K-A-U-P-P (1)

 35:12

keep (14)

 41:11;90:3;95:8;

 130:6;131:13;144:9;

 173:7,17;179:11;

 270:21,24,25;287:21;

 293:9

keeping (2)

 173:11;182:3

keeps (1)

 181:14

keepwells (1)

 211:9

Keller (1)

 295:1

Kellogg (1)

 12:22

Kelly (1)

 243:16

Ken (1)

 136:24

kept (1)

 293:13

kettle (1)

 100:2

Kevin (2)

 156:25;308:24

key (6)

 69:9;140:16;158:1;

 161:13;289:10,11

kick (2)

 35:16;36:3

kicks (2)

 18:9;57:6

kill (1)

 172:20

killing (1)

 169:8

kind (19)

 29:24;38:21;54:20;

 79:18,19;115:2;

 126:23;128:18;156:10;

 166:12;167:18;185:25;

 210:2,6;247:25;250:9;

 253:11;269:9;275:6

kinds (2)

 209:17;246:25

Klein (1)

 295:10

Klein's (1)

 295:12

knew (6)

 41:12;149:20;

 247:10;259:25;260:1,4

knocks (1)

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(19) introduce - knocks Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 331

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 251:8

knowing (6)

 46:5;118:11;138:21;

 147:6;231:23;242:13

knowledge (2)

 197:10;300:9

known (8)

 10:22;29:18;47:1,3;

 233:10;287:11,13,15

knows (9)

 11:19;14:6;17:10,11;

 45:8,13;47:11;100:19;

 299:12

Kornberg (4)

 166:18,21,21;167:3

L

labor (2)

 67:12;73:19

lack (2)

 36:18;180:23

lags (1)

 200:9

land (2)

 78:9;183:11

landowner (1)

 85:7

language (5)

 29:10,18;129:16;

 158:9;293:12

large (3)

 18:5;145:8;163:4

largely (3)

 127:22;128:23;

 144:11

larger (1)

 48:15

largest (4)

 137:8;144:1;202:12,

 13

Lassen (1)

 295:11

last (45)

 13:2;15:18,18;58:19;

 74:25;87:23;90:24;

 94:7,22;97:14;106:1;

 107:21;119:4;125:9;

 126:3;138:7;140:2;

 164:14;166:12;168:8;

 170:22;181:19;190:21;

 192:8;197:24;218:2,2,

 24;220:16;227:10;

 231:12;238:4;243:5;

 247:19;255:20,20;

 256:9;259:25;290:9,9;

 291:5;294:22;298:14,

 20;304:3

late (8)

 92:24;95:4;130:21;

 175:14;283:9;285:18;

 288:12;308:5

lately (2)

 31:18;181:24

later (18)

 8:24;14:1;16:2;25:6,

 20;36:1;37:8,13;38:10;

 103:25;113:17;114:7;

 122:8;125:21;128:14;

 135:17;236:19;302:12

law (31)

 32:18;62:10,12,21,

 22;63:6;65:24,25;

 66:18;68:5;69:14;70:2;

 71:13;76:11,17,19;

 99:7;129:8,15;147:14;

 175:2;208:4,5;224:22,

 25;228:21;229:14;

 280:15,19;301:8;304:4

lawful (1)

 81:8

laws (1)

 99:7

lawsuit (9)

 36:20;72:21,25;

 76:24;78:19,20;87:4;

 252:8,16

lawsuits (3)

 42:21;47:16;252:23

lawyer (10)

 64:20;67:9;70:15;

 72:15;73:19;84:5;

 100:19;239:8;264:15;

 299:23

lawyers (48)

 14:22;17:12;24:17;

 53:13;54:24;65:22;

 71:1;72:13;95:21;

 97:23;134:19,22;

 145:3,5;153:18;

 178:18;196:8,8;198:8;

 210:16;224:14;226:4;

 232:15,25;243:7,9,10,

 14;245:7,15;247:4;

 253:11;262:5;282:12;

 288:25;289:1;294:2,

 21;296:8,23;299:14,16,

 22;300:7,11,16,22;

 301:5

lay (2)

 222:5;279:14

layman's (2)

 60:12;237:21

laypeople (3)

 222:5,6;223:24

lead (2)

 219:16;249:17

leader's (1)

 255:3

leaning (1)

 215:10

learn (1)

 215:21

learned (3)

 137:11;243:25;

 298:25

least (24)

 15:22;26:11;40:17;

 42:6;44:1,2;71:21;

 102:12;115:21;157:8;

 165:5;168:24;201:9,

 23;204:11;205:19;

 232:25;234:21;252:3;

 258:9;259:22;277:3;

 294:14,19

leave (20)

 18:8;26:5;69:2;80:3;

 89:16;123:4;152:21;

 159:17;191:2;216:22,

 24,25;232:17;242:12;

 245:11,15;254:23;

 274:1;285:18;304:9

leaves (2)

 219:17,22

leaving (5)

 124:2;184:3;196:18;

 239:24;240:22

led (2)

 246:4;298:24

left (11)

 24:7;28:1;40:25;

 43:23;49:22;80:6;

 97:13;191:2;226:6;

 230:25;245:13

legal (15)

 10:11;66:14,23;78:3;

 83:15;86:22;101:11;

 196:1;208:4;209:15;

 211:8,10;221:13;

 256:24;296:22

legally (3)

 10:12;210:21;300:15

legislative (1)

 255:3

lender (1)

 265:9

lenders (1)

 299:14

length (2)

 105:20;294:11

less (15)

 57:7,8;98:17;164:16;

 175:10;188:17;189:1,

 3;191:17;205:11;

 240:4;260:17,18;

 279:8;292:7

lesser (1)

 278:18

lets (2)

 135:17,18

letter (26)

 97:23;100:25;

 101:11;108:19;109:11;

 172:13;195:12;209:16;

 216:7,7,8,9;231:11,12;

 248:3,14;260:8;

 278:24,25;279:1,2;

 284:2;285:6,16;291:5;

 293:18

letters (3)

 217:24;239:3;247:19

letting (1)

 46:23

level (5)

 120:9;190:8;200:19;

 216:11;281:21

leverage (14)

 279:9;296:5,5,6,6,17,

 18,20,23;297:13;298:9,

 10,13;301:7

leverages (1)

 296:22

liabilities (1)

 15:21

liability (20)

 14:11;15:21;22:1,6,

 6;23:2;25:13;26:10;

 27:2;29:12;37:18;38:1;

 64:17;65:1;66:6;

 114:16;132:20;133:9,

 13;287:7

liable (2)

 22:20;28:14

liaison (1)

 39:7

life (6)

 13:3;139:18;224:6;

 253:7;277:23;299:17

lift (13)

 37:6;40:4,18;41:6;

 42:6,14;43:11;44:9;

 46:11;50:1;52:10;

 72:23;221:16

lifted (6)

 37:13,21;46:14;

 50:16;53:7,11

lifting (6)

 37:8,14;43:14;88:19;

 101:16;164:19

lift-stay (1)

 8:12

light (3)

 143:7;248:1;256:14

lightly (2)

 198:23;221:14

likelihood (1)

 278:18

likely (8)

 36:9;100:22;138:15;

 142:20,20;168:20;

 277:5;278:10

limit (8)

 12:4;14:15;16:11;

 17:14;18:2;39:19;

 145:23;227:21

limitation (2)

 41:13;60:25

limited (6)

 16:16;21:6;61:2;

 69:6;256:14;274:3

limits (14)

 11:13,14,17,23;

 14:24;15:3;16:18;18:5,

 25;21:7;24:2;33:10;

 52:15;197:15

linchpin (2)

 279:18;285:16

line (8)

 172:8;173:19;

 194:16;219:23;246:16;

 255:21;260:25;270:12

lined (1)

 283:1

lines (2)

 65:8;286:10

lining (1)

 247:4

liquid (1)

 132:8

liquidated (11)

 132:16;148:8,17,21;

 149:25;225:17;305:24;

 307:11;308:3,16;310:1

liquidates (1)

 132:8

Liquidating (1)

 182:4

liquidation (4)

 53:16;148:11;171:7,

 18

liquidity (1)

 209:18

list (11)

 97:21;102:2,6;107:5;

 109:14;122:7;131:7;

 136:16;154:3;165:1;

 307:20

Listen (11)

 86:19;99:21;113:20;

 122:6;126:22;215:17;

 216:15;248:13;251:17,

 17;280:9

listening (1)

 273:13

litany (1)

 207:6

literally (3)

 104:4;210:4;232:24

litigants (1)

 301:10

litigate (6)

 37:23;38:2,9;207:5;

 262:14,14

litigated (8)

 67:23;86:7,8,12;

 134:1,1;140:10;158:25

litigation (15)

 9:17;11:15;22:10;

 37:4,11;55:19;56:17;

 70:18;86:14;169:17;

 206:13;250:25;258:19;

 283:22;292:14

litigious (1)

 206:8

little (37)

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(20) knowing - little Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 332

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 10:25;11:25;34:15;

 43:14;48:25;77:8;

 83:11;88:12;89:2;

 93:16;96:1;105:12;

 108:7;125:12;128:14;

 156:8;159:15;185:8;

 188:6;191:22;196:12,

 13,14;198:23;204:11;

 210:3,10;219:13;

 232:18;245:20;258:6;

 265:5,13;270:15;

 278:2;285:19;293:2

live (6)

 39:15;89:3;261:10;

 299:20;304:23;306:5

lives (10)

 39:17;137:13;138:9;

 168:21;223:19;248:3;

 254:15,16;299:17,20

LLP (1)

 167:10

lobbied (1)

 210:14

lobby (2)

 280:22;282:5

lock (11)

 167:14;176:11;

 182:6;208:5;232:23,

 25,25;235:13;248:11;

 259:23;265:10

locked (3)

 131:13;171:3;207:17

locking (1)

 195:10

lockout (1)

 191:9

locks (2)

 128:25;203:21

lockup (111)

 109:12;128:23;

 130:7;167:13;169:7,

 12;171:25;172:9,14,

 20;174:2;176:14;

 178:4,22;180:8;

 182:17;183:1;185:13;

 186:6;187:6,7;189:9;

 190:18;193:8,14,15,17;

 194:3,12;196:19,25;

 197:14;199:22,25;

 200:11;204:23;205:17;

 206:21;207:1;209:23;

 210:2,12,16;212:11,20;

 213:10,16;227:6,10;

 229:15,16,18;231:9,10,

 12,16,22,23;232:1,10;

 235:11,15,22;236:17;

 238:22;240:6;241:23;

 242:6,7;243:5;244:7,

 12;245:9;247:12,17;

 248:10;253:3;257:24;

 258:7;262:17;263:6,8,

 14,15;264:18,20;

 265:2;269:12;272:2,

 11;277:1;279:16,23;

 280:2,3,4,4;281:7;

 282:10;285:11;289:10,

 12;290:5,13;291:18;

 293:12;298:17;299:3,

 5;300:16,20

lockups (17)

 101:14;176:21,21;

 177:4;180:21;190:11;

 202:9;206:7;213:8;

 259:4;264:2,25;269:2,

 4;290:7;300:17;301:10

logic (1)

 194:5

logistical (1)

 88:12

logjam (1)

 82:9

long (22)

 8:22;25:5;42:18;

 86:15;94:3;120:14,15;

 123:14;159:23;161:7;

 171:4;172:7;174:12;

 175:2,2;177:17;

 262:21;266:19;293:7;

 302:21;306:10;311:4

longer (11)

 45:14;83:11;90:9;

 110:18;111:17;112:2;

 129:24;238:12,19;

 239:20;308:15

long-term (3)

 211:20;282:25;

 283:18

look (40)

 14:3;24:21;28:24;

 31:15;48:23;49:20;

 50:10,24;51:13;53:24;

 60:14;72:2,16,18;

 102:16;116:23;139:9;

 149:1,18;150:15;

 152:6;153:24;161:25;

 163:22;172:22;181:25;

 190:20;195:23;204:8,

 15;212:18;216:2,3;

 225:23;249:13;252:13;

 263:12;287:7,8;304:8

looked (6)

 94:7;126:10;218:5,6;

 249:5,5

looking (14)

 16:20;25:12;31:17;

 45:18;49:24;50:3;

 78:14;79:12;113:23,

 24;160:18;161:4;

 231:11;245:3

looks (1)

 225:22

looming (1)

 231:5

loop (1)

 156:13

lose (2)

 58:11;283:21

lose-lose (1)

 244:24

losing (1)

 105:12

loss (5)

 55:11,12;69:7;138:5;

 225:18

losses (2)

 155:2;223:13

lost (14)

 12:21;38:12;39:12,

 16;68:21,21;70:16;

 186:23,24;188:1;

 197:4;238:6;258:6;

 266:18

lot (44)

 24:22;31:17;37:9;

 44:24;54:17,18;57:7,

 21,23;65:21;100:3,4;

 101:15,15;102:20;

 134:17;143:13;164:19,

 20;168:7,14,16,16;

 181:3;184:6;214:17;

 222:6;244:3;255:18;

 259:17;273:2,2,3;

 275:2;293:4,5,6;294:4,

 5,21;300:16,17;

 306:12;309:10

lots (7)

 17:12;54:24,24;

 59:15;67:13;273:10;

 274:16

loud (1)

 267:8

loudest (1)

 267:7

love (4)

 224:2;242:10,11;

 297:11

loved (1)

 222:12

Lowenschuss (1)

 294:16

lowest (1)

 207:22

luck (3)

 71:11;77:3;93:19

lunch (1)

 248:17

luxury (1)

 173:18

lynchpin (2)

 201:1;202:14

M

ma'am (1)

 220:10

made-whole (1)

 266:5

maintain (4)

 166:19;167:25;

 172:5;181:17

major (6)

 39:4;47:18;56:16;

 194:20;223:5;310:17

majority (4)

 134:22;199:8;

 224:15;282:17

makes (5)

 72:3;138:11;175:6;

 256:13;265:2

making (17)

 16:18;26:14,14;

 27:14;45:15;63:16;

 141:4;193:6;195:13;

 202:20,22,24;250:24;

 255:4;260:25;264:1,24

management (5)

 152:8;181:9;194:18,

 19;255:9

manager (1)

 218:18

mandatory (1)

 62:14

Manges (1)

 288:7

manner (2)

 152:13;241:5

many (27)

 29:18;67:14;97:4;

 99:1;134:17;135:10,

 10,10;153:11;154:13,

 23;165:15,19;168:18;

 180:25;241:18,18;

 246:24;247:20,20;

 248:11;272:12;279:5;

 294:1,25;296:12;

 297:12

map (1)

 268:25

March (6)

 114:9;175:14,14;

 176:2;283:10,11

mark (1)

 188:2

market (3)

 138:16;142:12,13

marketplace (1)

 101:17

married (1)

 230:22

Mary (2)

 17:19;39:7

mass (2)

 223:2;300:19

match (1)

 188:3

material (2)

 239:2;248:25

materials (1)

 156:1

matrix (3)

 154:11,25;232:22

Matter (40)

 8:8;9:1;13:18;19:8;

 24:4;30:11;37:12;

 64:17;71:15;78:3;

 89:22;92:24;125:17;

 129:18;133:20;141:9;

 149:5;161:17,20;

 178:15;180:24;185:1,

 12;208:5;211:10;

 216:19;230:7;232:20;

 234:11,11;244:24;

 256:24;268:17;274:20;

 284:15;287:3;290:8;

 298:24;304:1;309:2

matters (3)

 119:12;154:6;164:22

Matthew (3)

 124:15;164:5;258:4

maximizing (1)

 199:12

Maxwell (8)

 12:23,25;14:1;19:18,

 20;35:7,12;58:5

Maxwell's (3)

 38:13,18;58:11

May (68)

 13:11;15:20;17:1;

 21:23;22:19;27:25;

 28:15;36:17,18;45:5;

 46:15;49:5;58:9;60:24;

 65:4;68:6;80:15;82:18,

 20;83:10;84:3;85:15,

 17,18;86:11;90:2;93:1;

 95:19;104:25;115:5;

 121:6;123:22;130:1;

 132:2;140:8;144:2;

 149:4;151:5;153:14;

 157:14;159:5;167:12;

 172:5;186:14;190:15;

 197:3;205:17;211:24;

 222:7,11;225:23;

 229:10;230:19,21,22;

 231:14;236:6;240:4,

 23;241:21;249:8,9;

 256:17;257:20;260:21;

 276:20;289:16;309:15

maybe (44)

 8:25;12:3;15:7,7;

 16:20;19:21;21:7;43:6,

 6;47:13;56:6;62:2;

 63:7;78:18;80:18;81:1;

 87:15;90:9,16;95:18;

 99:20;108:8;123:15;

 129:16;138:13;179:23;

 190:15;195:6,7,8;

 196:15;201:8;210:18;

 239:19;257:7;268:5,6,

 6,7;282:3;287:22;

 296:14;298:23;307:17

McDermott (1)

 254:5

mean (106)

 11:4,8;12:10;15:23;

 17:7,25;23:12;26:9,15,

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(21) live - mean Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 333

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 17;29:5;31:24;43:9;

 46:4,11;47:21;48:8;

 49:7;50:2;51:2;54:21;

 56:11,20;62:4;63:4,4;

 67:1,11,18;71:4;79:2;

 82:2;83:5;93:13;97:1;

 102:16,17,17,18;104:4;

 110:2;114:24;115:5;

 116:23;121:8,10,25;

 122:6;145:23;146:1;

 147:14;154:7,7;

 159:23;160:17;176:22,

 24;177:19;180:9;

 181:18;182:1,20;

 186:6;193:10;197:5,6,

 9,19;200:17;202:10;

 203:18;208:3,7;

 210:10,16;211:9;

 214:2,15;216:15;

 219:4,6;224:24;229:2;

 236:12,15;237:21;

 239:3;240:24;244:25;

 248:14;250:5;251:17;

 259:22;279:1,11;

 284:19;286:3;290:11;

 295:9;296:15,16;

 302:15;304:22;308:2,

 2;310:16

meaning (1)

 23:3

meaningless (1)

 290:24

means (19)

 15:11;18:4;23:10;

 24:22;85:12;108:24;

 123:10;124:3;135:2,3;

 159:18;193:19;194:16,

 16;195:18;218:21;

 237:22;277:12;299:5

meant (3)

 213:9;240:23;269:25

meantime (3)

 53:13;54:16;137:24

measures (1)

 100:6

meat (1)

 227:19

mechanism (2)

 152:23;154:16

mechanisms (2)

 119:3,5

media (1)

 103:7

mediate (6)

 40:6,8,14;44:14;

 59:11;91:9

mediated (5)

 49:9;59:5;139:3;

 155:6;298:20

mediating (1)

 54:4

mediation (42)

 15:8;20:10,12,14,20,

 23;22:14;26:3,5;37:20;

 40:18;43:10,12,22;

 44:1,3;46:23;48:1,5;

 51:14,18;61:25;63:25;

 66:16,24;67:2;145:11,

 21,22;152:17;155:4;

 212:23;213:15;232:22;

 241:8;246:11;260:1;

 273:9,11;274:1,11;

 310:21

mediator (10)

 105:21,24;111:4,4,6;

 145:24;153:2;181:5;

 291:7;300:5

Medi-Cal (1)

 38:15

meet (4)

 96:7;209:20;292:19;

 310:13

meeting (6)

 109:24;110:6;

 195:13;230:5,6;273:19

meetings (3)

 66:9;247:20;273:10

meltdown (1)

 56:1

member (3)

 13:25;249:19;250:4

members (4)

 12:16;58:11;197:16;

 224:12

memorized (1)

 195:2

memory (1)

 148:9

mention (2)

 39:13;103:21

mentioned (10)

 35:8;106:3;107:2;

 108:19,20;109:20;

 110:2,16;113:11;

 289:10

mentioning (1)

 81:20

merit (1)

 309:16

merits (7)

 15:12;32:10;46:1;

 66:10;128:16;216:20;

 264:25

message (4)

 44:14,23;97:11;

 129:9

met (5)

 55:10;79:22;85:11;

 135:2;293:16

metaphor (1)

 162:3

metrics (1)

 22:14

mic (1)

 105:13

microphone (2)

 31:25;220:9

middle (1)

 170:14

middle-of-the-road (1)

 234:16

might (44)

 17:20;36:4;42:17;

 49:4;57:7;69:7;87:8;

 98:6;102:18,18;

 111:18;124:25;128:21;

 153:17;158:13;160:3;

 175:3;187:20;188:2;

 214:10;215:1;226:16,

 16;234:8;235:17;

 236:11,20;249:17;

 250:5;262:2;264:14,

 15;280:19;286:15;

 296:10,12,14,18,20;

 297:9,9,22;298:11;

 300:18

migrate (1)

 205:20

Mikal (1)

 243:17

Mike (4)

 155:23;187:14;

 243:16;276:3

Milbank (1)

 167:10

million (26)

 23:16,23;24:1,3,3,3;

 25:8;26:22,23;39:24;

 43:15,21,24;46:24;

 51:2,3,5,16,19;54:5,11;

 59:13;143:25;194:17;

 204:23;222:17

mind (22)

 15:16;41:11;75:16;

 85:6;87:8;94:18;

 108:16;141:13;146:19;

 182:24;183:18;186:7,

 8;204:7;231:13;245:9;

 246:13;259:19;265:14;

 266:14;277:12;295:23

mindful (3)

 36:18;38:20;54:24

mindset (1)

 277:3

mine (2)

 170:9;295:13

minimizing (1)

 62:5

minute (13)

 169:19;177:3;194:8;

 200:20;211:2;220:22;

 227:3,16;231:25;

 232:12;242:17;257:21;

 267:15

minutes (13)

 8:25,25;94:13,15;

 95:15;135:17,21,21;

 187:21;203:16;213:21;

 263:5;276:5

misinterpreted (1)

 24:19

misrepresentation (1)

 84:9

miss (1)

 122:3

missed (6)

 12:3;16:21;29:21,21;

 222:20;307:17

missing (1)

 50:23

mission (1)

 129:9

misspoke (1)

 130:13

misstated (1)

 270:14

misstatements (1)

 143:16

misunderstanding (1)

 255:6

misuse (1)

 256:23

Mitchell (50)

 94:25;95:3,10,12,16,

 23,25;96:6;97:9;98:1,

 9,13,15,17,21;99:3,19;

 100:3,8,16;101:4,6,21,

 23;103:18,24;109:4,

 21;112:4,10,14;213:21,

 23;214:6,7,9;237:5;

 254:17,20,21;255:16,

 19,22;256:2,5,25;

 257:2,4,13,14

Mitchell's (1)

 301:2

mixture (1)

 142:11

modified (2)

 101:11;207:4

modifying (1)

 229:12

moment (15)

 24:22;31:24,25;84:8;

 99:18;101:19;169:15;

 195:23;214:4;221:24;

 224:5;239:19;265:22;

 285:8;292:24

moments (1)

 20:20

Monday (3)

 91:12,18,19

money (36)

 14:13;27:15;38:12;

 43:17,20;44:7;48:7,10;

 50:6;52:11;54:4,5;

 59:13;61:5;77:17;

 80:21;117:24,25;

 118:16;168:16;188:17,

 19;191:5;200:22;

 223:18,19;232:18,20;

 235:9;245:14,15;

 268:6,7,8;279:9;281:4

monitor (1)

 41:1

monitored (1)

 229:7

Montali (4)

 8:5;122:25;158:1;

 203:22

Montali's (1)

 122:18

month (5)

 38:16;108:1;119:9;

 227:10;255:12

months (13)

 16:2;47:13;74:3;

 175:3;221:16;223:1;

 228:8;231:3;232:4;

 249:22;250:10;287:6;

 300:2

Moore (1)

 303:22

moot (1)

 87:21

morass (1)

 292:14

more (90)

 24:16;30:9;34:8;

 36:11;39:23;45:8;48:4;

 52:21;57:23;59:23;

 65:22;68:25;74:23;

 77:16;88:4;91:1,14;

 92:23;95:5;98:17;

 99:24;103:16;107:12,

 15;115:3;116:13;

 121:25;125:13,15;

 126:13;127:5,8,13,25;

 128:19,22;130:14;

 136:10;139:19;144:19;

 147:13;149:6;159:16;

 164:16;167:22;175:10;

 183:20;185:10;186:20;

 188:10,11,18;189:4;

 191:16;193:1;196:13,

 14;199:17;201:9;

 203:19;204:18;217:5;

 233:13,13;234:17;

 235:9;236:21;242:12,

 18;263:2;269:15,15;

 273:9;275:3,3;278:6,6,

 8,8,9,10,21;279:9;

 282:1,14;296:1;300:1;

 303:25;310:22,24

morning (27)

 8:6,7;9:14,15;10:1,2;

 12:18,25;17:15,16,19;

 64:16;75:13,14,20;

 86:24;94:8;112:2;

 123:14;140:5;147:17;

 160:7;172:16;224:10,

 15,17;255:15

most (17)

 26:2;51:15;52:5;

 58:20;126:15;127:2;

 134:24;173:3;178:8;

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(22) meaning - most Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 334

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 198:7;258:12;263:17;

 275:4;278:10;286:20;

 289:6;291:16

motion (88)

 9:3,4,18;10:5;13:19;

 15:17;16:21;20:9,24;

 22:18;25:15,19;28:2,2;

 29:5,9,14,23;30:4,10;

 31:2,6;35:19,25;36:13;

 40:17;41:6,20;44:17;

 46:1;57:3;58:3;59:25;

 60:14,16;61:15,17;

 62:19;63:10;64:3,18;

 69:20;73:5;78:4,21;

 79:3;80:3;82:8,10,13;

 83:6,14;87:16,19;88:2,

 6,6,20;89:16,20;91:5;

 93:5,5;99:23;108:13;

 116:13,15,18,20,25;

 119:10;123:1,4,6;

 127:11,16;128:6,7;

 150:15;163:13;164:17;

 199:3;242:6;269:16;

 270:16;271:1;292:22;

 297:8

motions (9)

 8:12;21:2;40:23;

 48:21;63:19;66:7;

 124:24;264:25;293:9

motion's (1)

 29:5

motivate (1)

 181:12

motivated (1)

 257:11

motivates (1)

 246:25

motive (1)

 65:16

mouths (1)

 183:9

move (23)

 34:15;37:6;60:16;

 76:3;81:14;92:3;96:21;

 103:19;104:14,23;

 110:7;135:7;155:14;

 165:17;201:14;204:15;

 233:12;253:13;262:13;

 274:12;288:22;297:6;

 306:6

moved (2)

 42:14;81:5

moves (3)

 77:25;264:1,1

moving (17)

 9:14;12:3;24:20;

 33:23;45:21,23;60:4;

 83:12;87:3,3,21;

 105:15;110:24;275:8;

 277:25;300:1,1

Mt (1)

 295:11

much (42)

 10:15;16:14;22:11;

 34:8;37:11;41:2,7;

 61:13;73:25;87:23;

 98:2;99:1;128:16;

 130:14;138:5;142:18;

 145:11;164:3,7;

 168:24;172:7;175:7;

 178:19;182:24,25;

 191:24,25;201:9;

 204:4;205:8;220:2;

 227:22;255:2;260:18;

 267:16;278:3;292:7;

 295:19;296:3,4;301:3;

 303:6

multiple (3)

 147:6;294:15;306:6

municipal (1)

 266:22

musing (1)

 287:22

musings (1)

 205:24

must (3)

 88:6;243:20;264:8

mutually (1)

 308:13

Myers (2)

 95:16;254:21

myself (7)

 172:12,22;177:1;

 182:14;230:13;293:12;

 300:6

N

Nadler (2)

 126:7,8

nail (1)

 77:6

name (19)

 17:17;65:4;66:17;

 74:14;75:15;107:18;

 124:13,13;142:3;

 155:22;156:22,24;

 164:4;187:12;215:6;

 220:11;241:11;253:25;

 303:21

named (5)

 119:14,16,16,17;

 135:25

namely (1)

 45:15

Nancy (2)

 95:16;254:20

Napa (2)

 62:17;137:18

nasty (1)

 238:5

national (1)

 281:5

natural (2)

 84:24;85:1

nature (5)

 46:4;86:12;89:15;

 202:8;209:23

near (3)

 192:7;302:14,15

necessarily (6)

 126:3;182:6;203:15;

 261:5;262:10;268:12

necessary (7)

 87:24;96:13;129:7;

 134:11;250:20;271:19;

 306:5

need (76)

 8:23;14:1;26:8;29:6;

 35:10;36:10;37:18;

 38:12;48:10;61:21;

 62:25;65:17;74:5,7,19;

 75:15;88:15;92:3,23;

 96:11,12;100:23;

 115:22;117:3;120:12;

 121:24;124:21;125:15;

 136:5;138:12;142:4,

 20;154:1;164:20,22;

 166:15;185:2;192:11,

 12,14,17;201:17;

 203:21;206:10;207:15;

 208:24;212:18;215:25;

 220:9;223:17,18,19;

 227:5;231:20;254:7,

 17,18;257:1,18;

 264:21;278:22;279:11,

 19,23;280:3,4;286:12;

 291:3;305:14,20,23;

 308:1,15;309:18;

 310:3,20

needed (3)

 108:11;112:15;

 304:17

Needless (1)

 108:6

needs (19)

 12:11;89:8;103:15,

 16;191:16;197:21;

 209:20;210:17;212:15;

 216:3;217:3;218:5,14;

 219:25;250:19;254:19;

 280:3;283:11;310:7

negative (2)

 252:4;283:25

negotiate (3)

 21:15;226:13;284:20

negotiated (14)

 10:8;15:13;67:12;

 117:12,14,17;133:4;

 139:3;151:17;232:9;

 267:3;269:12;290:4,6

negotiating (2)

 21:10;281:10

negotiation (7)

 135:9;145:20;

 157:23;158:22;289:11;

 290:1,2

negotiations (11)

 105:20;117:7;

 154:23;189:22;199:14;

 207:5;212:23;244:2;

 268:18,20;274:16

neighborhood (1)

 23:23

neighboring (1)

 85:7

neighbors (1)

 139:13

neither (2)

 100:14;264:11

net (1)

 204:12

neutral (1)

 183:21

Nevada (1)

 295:19

nevertheless (1)

 260:7

new (7)

 14:6;25:12;73:16;

 91:12,19;121:18;290:7

news (5)

 52:18,18;137:22;

 191:8;203:10

Newsom (2)

 95:17;254:22

Newsome (14)

 105:22;106:12;

 107:10;151:14;241:7;

 243:20;244:13,15;

 245:25;246:16;293:16;

 309:16;310:2,23

Newsome's (1)

 10:9

next (32)

 22:10;48:1;60:16;

 61:15;69:20;70:3;

 89:11,12;94:12,14;

 108:1;116:11;117:6;

 119:9,11;120:24;

 126:23;139:6,20,21,22;

 140:15;143:12;165:1;

 167:4;190:2;231:3;

 245:23;273:7;274:8,

 12;298:24

nice (2)

 43:19;255:9

night (3)

 39:16;94:7;220:16

night's (1)

 15:18

nine (1)

 131:14

nineteenth (1)

 135:22

ninety-five (1)

 143:25

Nobody (5)

 194:11;226:5;

 245:13;289:2,2

NOLs (1)

 279:8

non- (1)

 149:16

nonbankruptcy (1)

 232:14

none (6)

 38:18;99:16;127:4;

 158:4;245:10;268:22

nonindividual (1)

 42:25

nonissue (4)

 21:8;32:8;129:11;

 179:19

non-issue (1)

 149:4

nonlawyer (1)

 299:23

nonlawyers (1)

 54:25

non-planned (1)

 221:10

Nope (1)

 55:23

nor (7)

 99:7;100:14;101:6;

 109:8;212:15;221:25;

 264:11

normally (1)

 299:20

North (1)

 256:10

Northern (2)

 68:23;97:10

note (5)

 69:12;110:8;145:19;

 160:22;294:21

noted (3)

 136:4;267:9;286:13

noteholder (3)

 187:15,16;276:4

noteholders (4)

 130:5,9;211:18;

 212:24

noteholders' (1)

 111:13

notes (2)

 209:6;211:17

notice (4)

 128:7;165:14,16;

 246:4

notify (1)

 135:18

notion (4)

 28:19;88:13;242:2;

 296:5

notwithstanding (6)

 97:22;197:3;201:23;

 238:5;240:8;256:8

November (1)

 84:15

novice (1)

 82:15

number (51)

 8:22;11:9;20:21;

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(23) motion - number Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 335

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 22:12;25:6,7;40:1;

 83:7;97:12;98:23;

 108:13;114:25,25;

 115:23;119:14,19;

 127:1;133:7;134:23;

 157:11;158:23;167:8;

 184:7,9,17;194:21;

 219:1;226:13;237:13;

 240:8,9;242:13;

 249:19;262:10;269:8,

 9;277:22;278:20;

 279:20;286:15,16,17,

 21,24,24;287:1,19;

 288:16;289:5,19;

 308:25

numbers (9)

 114:18,19;117:22;

 122:6;171:13,19;

 180:4;182:5;184:21

numerosity (1)

 144:2

numerous (1)

 224:21

O

Oakland (6)

 30:11;35:22;43:2;

 45:4,19;84:23

Oakland's (1)

 46:1

object (17)

 32:9;64:19;105:3,4;

 138:9;144:6;153:9,19;

 211:25;244:17;250:3;

 267:22;278:16;283:7;

 284:12;304:18;309:25

objected (5)

 31:14;32:22;106:25;

 128:5;135:4

objecting (2)

 131:22;165:22

objection (29)

 31:7,13;32:4,14;

 33:3;65:3,11;66:4;

 111:14;114:24;115:5,

 7;116:14,19;126:13;

 128:6,8;143:8,9;

 147:22;149:2;150:7,

 21;153:19;156:2;

 200:5;248:19;266:1;

 304:18

objections (23)

 32:3;102:7;113:14,

 15;118:8;123:17,18,

 19;126:2,10;127:3,11,

 25;130:13;131:7;

 132:1;141:14;151:5,5;

 152:12;156:11;231:15;

 302:6

objective (3)

 84:25;86:16;154:24

Objectively (2)

 194:1,2

objectives (2)

 86:19,21

objectors (7)

 126:24;135:25;

 136:1;151:11;156:19;

 162:14;267:2

objector's (1)

 108:14

objects (3)

 64:9,10;171:7

obligation (3)

 134:21;239:15,15

obligations (6)

 78:14;129:7;192:17,

 19;237:25;243:13

observation (1)

 300:25

observations (2)

 225:12;286:15

observe (2)

 164:18;263:7

observed (1)

 156:14

obstacles (1)

 179:1

obtain (2)

 29:12;79:15

obtained (1)

 29:13

obtaining (1)

 10:15

obvious (4)

 112:23;113:22;

 209:10;251:18

obviously (29)

 9:1;17:25;19:11;

 22:12;45:9;62:4;67:6;

 69:10;96:2;108:13,14;

 110:4;124:12;129:21;

 163:2;178:6;183:1,24;

 185:14;190:10;211:19;

 213:10,14;236:11;

 255:5;284:25;293:4;

 298:5;310:2

OC (1)

 128:25

OCC (2)

 123:20;129:20

occasion (1)

 82:22

occasions (1)

 277:1

occur (3)

 62:21;271:23;277:5

occurred (7)

 36:10;40:13;55:5;

 59:10;239:2;273:11;

 308:14

occurring (1)

 290:12

occurs (1)

 197:15

o'clock (5)

 95:8;123:22,23;

 135:15;136:9

October (1)

 42:12

off (36)

 22:7;25:6;36:3;39:1;

 76:23;96:15;124:3,4;

 125:22;129:24;131:17;

 145:5;157:8;159:4,12;

 160:1,11;162:2;169:8;

 170:13;173:10,23;

 174:19;176:3;206:8;

 213:3;214:3;221:5;

 241:6,6;251:8;252:7;

 265:5;280:14;293:2;

 307:14

offended (2)

 113:21;257:15

offer (3)

 25:22,23;298:21

offered (1)

 86:2

offering (1)

 90:22

offers (1)

 221:20

office (15)

 103:22;109:25;

 162:20;165:5,12,14;

 192:1;193:1;213:25;

 229:7,13;231:2;

 280:25;281:2;307:10

officer (1)

 276:14

officers (1)

 216:21

offices (1)

 139:24

official (13)

 10:3;128:22;129:3,

 10;131:19;134:20;

 152:5;167:4,10;221:8;

 231:15;234:12,15

officiously (1)

 136:2

offline (1)

 127:13

often (2)

 245:18;297:3

OII (5)

 57:9;101:16;128:20;

 173:24;229:6

O'Melveny (2)

 95:16;254:21

omnibus (1)

 304:3

once (12)

 40:1;52:21;123:5;

 126:18;128:15;130:21;

 133:15;182:12;198:2;

 249:23;258:24;263:3

one (182)

 8:13,21;9:11;12:2;

 13:1,7;15:2,6,15;19:6;

 25:6;26:11;27:20;

 29:19;36:16;39:16;

 40:19;43:9;45:7;48:7;

 49:8;52:9;53:25;56:11;

 59:8;67:5;68:18,25;

 69:6;74:23,25;78:14;

 82:22;87:18;96:16;

 97:5,24;107:7;109:15;

 110:17;112:8;118:7,8,

 12;126:11;129:22;

 131:20;132:1;139:19;

 141:21,21;142:1;

 145:8;146:14;147:4;

 148:5;149:15,16,18;

 153:3;155:12;161:10;

 165:5,13;169:12;

 170:12,22,22;171:7;

 172:8;173:11;174:8;

 178:7;179:25;182:7;

 183:6;185:10;186:9;

 187:23;189:23;191:17;

 193:25;194:5,11,17,23;

 197:12,17;199:21;

 200:21;201:9;204:20,

 24;205:24;206:23;

 209:22;210:15;212:12;

 216:2;218:3,24;

 220:13;224:6;225:10;

 227:5,5,16;228:10,10,

 22;231:17;232:18,23;

 233:5;234:4,16;236:1;

 237:8,12;241:12,13;

 242:17;244:4,9,12,15,

 23;245:11,23,24;

 248:11;252:8,16;

 253:2,13,17;256:9;

 257:21;259:24;262:7;

 264:13,16;265:16,22,

 23;266:12,12,17;

 267:24;269:8;270:7;

 272:14;273:8,13;

 274:15,15;280:9,12,22;

 281:7;285:25;286:17,

 25;287:8;289:24;

 293:5;294:5;295:3,21;

 296:6;299:9,9;302:25;

 303:20,25;304:4,14,18;

 307:19,25;308:20;

 310:3

one-billion-dollar (1)

 219:1

ones (5)

 107:7;119:17;168:3;

 250:18;306:17

One's (2)

 43:1,2

ongoing (1)

 103:21

only (58)

 10:12;11:3,19;13:18;

 19:24;24:21;27:18;

 37:13;38:14;42:25;

 46:17;49:20;50:24;

 52:9;87:2;92:1;108:14;

 112:20;113:9;131:23;

 134:20;146:11;148:20;

 151:10;177:7;178:6,

 23;182:16;184:18;

 187:20;189:22,23;

 193:2;194:4,10,19;

 197:14;203:16;204:10;

 205:7,12;219:10;

 223:7;224:16;228:12;

 238:14;248:23;264:8;

 269:16,17;280:3,21;

 284:1;287:20;289:21;

 290:3;306:18;307:15

onto (2)

 169:22;224:23

oOo- (1)

 8:2

open (7)

 173:7,11;182:3;

 234:21;260:1;280:5;

 300:25

open-ended (1)

 25:22

opening (3)

 66:22;102:12,25

operate (3)

 212:14,15;297:6

operating (2)

 223:8;297:18

operation (1)

 85:1

operational (1)

 130:18

operative (1)

 159:18

opinion (6)

 30:17;112:1;246:23;

 258:8;284:22;294:23

opinions (1)

 97:2

opponent (2)

 90:25;284:11

opponents (3)

 102:2;136:16;220:23

opportunities (3)

 183:15;259:10;

 295:14

opportunity (19)

 30:20,25;64:3;74:8;

 88:9;90:10;135:25;

 142:11;151:9;153:8;

 198:15,15,16;202:16;

 221:9;266:22;275:21;

 304:17;310:12

oppose (5)

 78:8,12;171:16;

 297:8,22

opposed (8)

 30:12,13;43:10;

 69:17;128:16;171:15;

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(24) numbers - opposed Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 336

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 227:10;235:1

opposing (4)

 60:5;163:13;219:8;

 294:10

opposite (3)

 103:20;170:10;218:7

opposition (18)

 9:19,20;10:5;62:24;

 63:19,23,24;64:18;

 77:21;81:25;86:5;91:4;

 93:4;116:24;127:18;

 130:21;296:2;305:10

oppositions (1)

 101:25

opt (2)

 295:8,8

optimistic (2)

 226:25;227:1

option (3)

 81:7;155:3;236:23

optionality (1)

 98:17

options (4)

 173:7;182:2,3;

 183:21

oral (6)

 63:4;108:8;126:4;

 293:8;302:1,8

orally (1)

 125:21

order (48)

 8:3,17;9:7;20:25;

 33:20,20;35:13,17;

 37:19;52:23,24;53:3;

 54:20;60:1,15,23;61:9;

 81:9;110:1;114:1,3,13,

 15;123:5;124:2;

 126:23;132:13;133:1;

 135:25;145:21,25;

 153:15;159:11;166:13;

 192:13,16;196:9;

 221:17;223:19;284:16,

 19,20;285:19;293:10;

 304:1,5,14,15

ordered (1)

 145:22

orders (4)

 33:14;301:24,25;

 302:10

order's (1)

 114:2

ordinary (2)

 264:2;268:4

origin (1)

 140:13

original (1)

 159:7

originally (1)

 28:18

ORSINI (101)

 103:17;104:6;105:2,

 4,6,10,14;106:21,24;

 107:2,6,9,15,19;

 108:10,16,18;109:1,3,

 8,13,18,20;110:20;

 111:22;112:1,9,12,17,

 20;113:17;114:5,8,11,

 15,19,21;115:3,7,11,

 16,19,22;116:4,6,9;

 117:16;122:15,17,19,

 22;123:24;124:5,7;

 125:25;135:14;156:17,

 20,23,25,25;157:4,20,

 23;158:10,12,17,19,21;

 159:20,22,25;160:5,9,

 12,14;176:3;185:9;

 244:19;285:25;286:5,

 7,8,12;287:10,12,14,

 16;288:4;289:10;

 307:24;308:23,24;

 309:6,8,13,19,20;

 310:5,10,20

Orsini's (1)

 160:24

others (9)

 48:21;116:24;

 126:14;142:6;176:20;

 177:10;296:2;298:23;

 302:14

otherwise (8)

 15:4;98:3;110:4;

 158:13;200:17;278:17;

 290:11,23

ought (9)

 19:1,3;87:17;99:21;

 123:4;130:17;149:18;

 248:14;275:9

ourselves (1)

 260:2

oust (1)

 68:13

out (110)

 9:7;10:10;11:22;

 13:2;15:17,25;16:8;

 17:13;19:21;21:13;

 22:8;27:15;28:1;43:15;

 47:11;54:1;59:17;

 60:20,21,23;66:8;

 67:15;71:11;73:15;

 77:3;78:14;86:25;95:6;

 98:4;100:17;105:19;

 106:10;108:23;111:2;

 112:8;115:1;126:24;

 128:4;129:12,13,14,15;

 133:11;135:17,18;

 141:6;152:22;155:18;

 159:11,15;163:6;

 167:14,15;174:7;

 175:19;182:8,17;

 183:2,4;184:18;

 185:17;188:18;189:24;

 190:11;193:16,24;

 194:3;195:4;198:4,5;

 200:21;206:20;210:24;

 211:4;213:13;226:6;

 230:11;231:19;232:16,

 22;237:2,7;239:3,22;

 241:25;242:5;243:22;

 248:9;249:17;252:22;

 254:25;256:19,20;

 259:10,11;261:21;

 262:7;264:8,16;277:2,

 6;280:20;285:17;

 289:7;293:7;295:8,24;

 298:4;307:25;310:12

outcome (9)

 25:16;33:21;160:25;

 226:15,16;246:24;

 247:2;278:10;300:5

outlined (1)

 279:3

out-of-pockets (1)

 38:16

outrageous (1)

 208:18

outset (2)

 291:10;295:4

outside (6)

 22:21,22;48:16;

 85:13;168:15;230:20

outstanding (3)

 209:6;266:1;268:18

over (58)

 11:25;14:7;19:18;

 35:16;38:13;42:22;

 43:14;47:12;58:18;

 59:16;68:8;72:5;81:4;

 82:3;85:10,12;92:16;

 119:11;134:18,19;

 135:6,10;137:8;

 143:24;152:6;159:19,

 23,23;160:4;174:2;

 179:25;180:11;189:10;

 191:5,10;196:21;

 199:10;200:4,14;

 201:14;221:13;227:8;

 228:9;230:24;241:20;

 245:10;246:15;251:3;

 264:6;272:12;276:1,

 14;293:3;294:17,18,

 18;295:2;302:18

overall (2)

 158:22;230:16

overburdened (1)

 250:25

overlooked (1)

 124:17

overnight (1)

 139:14

overpaid (4)

 206:1,14,15;207:14

overpaying (2)

 208:6,18

overpayment (1)

 206:9

overpays (1)

 241:1

overrule (1)

 128:6

overruling (1)

 302:5

oversee (1)

 238:12

oversight (1)

 127:10

oversimplification (1)

 269:13

oversimplify (1)

 236:16

oversimplifying (1)

 87:9

overtime (1)

 297:14

owe (1)

 224:22

own (19)

 14:4;15:12;23:2;

 51:7;59:6;76:18;79:12;

 89:2;90:18;102:2;

 126:24;138:5;169:16;

 216:20;226:2;245:5;

 270:14;296:13;297:1

owned (1)

 223:6

P

pace (2)

 45:21;147:24

Pacific (1)

 60:8

pack (1)

 259:13

package (2)

 156:1;219:8

pad (1)

 67:17

padded (1)

 71:11

padding (1)

 67:23

page (10)

 113:24,24;115:25;

 116:11;119:11,11;

 120:24,24,25;237:17

pages (5)

 107:15;276:8,13;

 277:11;286:10

paid (16)

 24:23;27:4;42:9;

 111:11;117:24,25;

 118:3;132:6;171:24;

 195:16,17;201:19;

 206:17;211:5;235:1;

 257:7

panoply (1)

 99:14

paper (3)

 52:9;218:9;279:13

papers (22)

 11:2,12;12:3,10;

 13:8;15:14;16:17;

 40:13,14;41:22;61:21;

 76:25;86:9,23;87:24;

 113:1;128:17;170:5;

 197:9;205:2;230:15;

 256:6

parachuting (1)

 37:9

Paradise (3)

 137:19;139:13;

 232:17

paragraph (9)

 17:4;20:22;117:6;

 149:10;237:4,10,11,17;

 270:15

paragraphs (1)

 16:22

paraphrasing (1)

 175:11

parcel (1)

 129:8

Pardon (1)

 17:2

parents (2)

 12:24;38:12

Park (1)

 294:25

part (47)

 21:13;26:13;49:11;

 51:1,23;65:11;69:15;

 77:20;79:11,11;86:13;

 92:19;119:2;126:15;

 127:3;129:8;132:7;

 145:12,13,15;157:20,

 23;158:22;161:13;

 163:2,9;165:21;

 189:22;217:3;218:3,4;

 219:2,5;223:22;

 228:23;229:18;244:21;

 249:25;263:13;266:5;

 276:8;308:9,11,25;

 309:2;310:7,21

participants (1)

 273:11

participate (5)

 52:1;163:15;209:24;

 212:6;226:23

participates (1)

 132:9

participating (2)

 214:19;265:15

participation (1)

 224:21

particular (11)

 65:13;106:24;

 118:12;121:23;129:13;

 152:14;163:7;182:7;

 217:23;223:15;304:20

particularly (14)

 86:3;115:13;116:25;

 123:15,19;131:1;

 179:25;187:7;196:8;

 223:14;231:10;250:10;

 292:4;294:5

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(25) opposing - particularly Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 337

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

particulars (1)

 130:20

parties (69)

 12:3;28:25;60:4;

 96:11;104:18;105:21;

 106:12;107:10;108:20;

 110:3;112:21;118:8;

 127:19,21;129:5,6;

 131:22;134:13;136:7;

 144:23;145:8,9,17,20,

 22;147:9,24;153:9;

 154:14,22;158:12;

 161:4,16;165:21;

 171:25;172:3;177:8;

 180:2,22;210:19;

 212:16,24;224:18;

 225:11,12,22;228:23;

 230:1,16;240:19;

 265:9;267:3;269:14;

 270:11;275:3;280:11;

 289:12;290:2;291:12,

 16,17;292:3,8;293:16;

 301:8;302:6;305:10;

 310:2,13

parties' (1)

 299:7

parties-in-interest (1)

 301:5

partly (1)

 88:17

partner (3)

 197:4;242:17;253:9

partners (1)

 201:14

parts (3)

 271:17;274:3;295:1

party (19)

 9:14;24:20;33:23;

 39:16;87:4,21;115:8;

 118:8;124:20,21;

 132:2;145:24;180:1,

 22;183:21;209:23;

 221:10;292:3;294:24

party-in-interest (1)

 18:24

Pascuzzi (19)

 127:19;155:17;

 162:15,16,19,19,24;

 163:17,19,22,25;164:8;

 307:6,7,9,9,14,21;

 308:12

Pascuzzi's (1)

 309:23

pass (2)

 28:3;227:25

passed (3)

 15:11;21:11;28:18

passing (1)

 28:7

passthrough (4)

 51:23;52:4,8;64:13

past (6)

 47:13,21;69:7;

 109:25;121:17;293:24

patently (1)

 284:11

path (8)

 73:15,24;110:25;

 134:24;218:17;248:1;

 292:12;309:15

patient (2)

 162:17;258:9

Paul (5)

 162:19;166:21;

 303:22;307:9;308:7

pause (1)

 123:7

paused (1)

 123:4

paving (1)

 106:4

pawn (1)

 253:10

pay (13)

 11:23;14:13;18:18;

 23:4;24:24,24;51:9,10;

 188:18;197:19;202:4;

 261:16;296:19

payable (1)

 261:13

payers (1)

 112:24

paying (3)

 27:15;52:13;202:2

payment (7)

 13:5;132:11;139:17;

 223:13;224:3;239:23;

 257:9

payments (4)

 135:6;225:23;238:1;

 289:8

pays (1)

 27:9

PD (2)

 262:24,24

pegs (1)

 204:22

penalty (1)

 79:6

pending (5)

 72:21;128:20;

 148:11;157:6;305:11

people (67)

 23:11;39:14;43:19;

 48:13,22;53:22;56:12,

 24;65:22;66:8,8;67:22;

 83:7;95:8;96:14;97:4;

 104:25;107:2;118:13;

 119:19;126:5;132:5,

 12;133:25;137:16;

 139:11;140:11;151:24;

 152:1;168:18;178:18;

 183:12;185:16;193:25;

 194:14,15;196:16;

 199:24;202:15;213:8;

 217:18;223:18;236:22;

 247:20;262:12;264:1,

 7;273:8,14,14;274:16,

 16,22;275:14,15;

 278:16;280:21;281:16;

 284:17,22;285:18;

 288:12;297:6;298:10;

 299:19;304:17;306:1

per (2)

 80:21;153:3

percent (12)

 134:19,20;135:5;

 137:23;142:18;216:18;

 221:13;250:23;252:14,

 14;304:22,22

perfect (4)

 30:25;93:18;135:3;

 275:25

performable (1)

 268:23

performance (6)

 79:12;81:9;83:17;

 86:4;87:12;199:9

performed (1)

 85:10

performing (1)

 85:12

perhaps (12)

 45:11,12,13;102:4;

 123:18;127:13;180:19;

 185:2;194:18;233:1;

 298:22;310:21

period (5)

 87:19;203:24;

 261:19;273:25;304:18

permissible (5)

 185:4;295:25;

 296:22;300:15,15

permission (1)

 34:19

permit (2)

 70:3;280:15

permits (4)

 85:5;147:14;301:8,9

permitted (3)

 19:15;178:22;221:17

person (4)

 232:21;242:3;247:8;

 299:23

personal (9)

 58:12;126:6;132:18;

 144:4;145:2,4;196:8;

 224:16;226:2

personalize (1)

 238:16

personally (2)

 97:6;233:5

perspective (5)

 188:7;189:13;190:7;

 198:24;301:4

persuade (2)

 90:10;148:16

persuaded (4)

 131:1,4;162:1;

 301:11

persuades (1)

 238:16

persuasion (1)

 140:14

persuasive (1)

 26:13

pervades (1)

 146:11

PEs (1)

 195:11

petition (3)

 107:24;136:5;223:1

PG&E (83)

 8:8;11:3,20,20;13:7,

 14;14:2,2,9;16:5,8;

 19:2,4,14;20:22;22:1,

 20,21;24:1;25:11,13;

 27:4,4;28:14,15;30:17,

 20;31:16;35:16;36:10,

 14;37:17;38:3;40:20;

 41:7;42:10;45:10;

 51:15,22;55:21;57:7;

 59:21,22;60:8;62:9,19;

 63:20,22;65:9;68:5,7,

 20;69:16;70:17,25;

 71:2,6;72:10;75:22;

 77:15;79:22;80:6;

 84:15,20;85:4,10,11;

 87:5;90:1;93:3;135:5;

 137:5;138:2;223:7,9;

 234:8,24;238:6;

 251:19;252:23;264:9;

 284:13;285:6

PG&E's (12)

 10:5;14:7;20:8;37:7,

 24;45:9;62:13;64:17,

 19;66:22;67:21;92:2

ph (1)

 20:18

phase (1)

 276:14

phenomena (1)

 264:16

philosophy (1)

 59:6

phone (3)

 161:5;165:11;181:24

phonetic (2)

 126:12;135:19

pick (8)

 208:4;234:5,5;265:9,

 10;266:11;279:19;

 285:19

picked (2)

 189:5;304:20

picture (1)

 27:22

pie (2)

 144:16;146:9

piece (6)

 26:11;60:21;144:16;

 194:20;253:11;287:21

pieces (2)

 146:9;285:19

piggyback (1)

 169:22

pill (1)

 168:2

pin (1)

 259:23

Pina (1)

 29:4

pinning (1)

 26:20

Pino (36)

 9:15,15,16,25;29:8,

 23;30:13,22,25;31:5,

 10,12,15,19,21;32:1,2,

 15,17,20,22,24;33:1,5,

 14,16,18;34:2,5,10,14,

 22;49:18;60:1;61:10,

 12

pitch (7)

 59:22;162:4;166:2;

 184:6;193:6,9;196:6

Pitre (38)

 242:19,21,22,24,24,

 25;243:2,4,8,11,13,16,

 23;244:1,16;245:3,19,

 22,25;246:7,9,11,13,

 20,22;247:8,16;248:6,

 7;260:12;261:21;

 278:14;284:17;287:1,

 5,19;289:9;299:4

place (23)

 19:1;30:18;33:12;

 35:4;36:2;40:25;53:4;

 61:23;62:6;64:6;130:6;

 187:23;190:6;196:10;

 216:25;250:18;253:13,

 15,15;270:7;277:13;

 290:14;301:7

placing (1)

 69:21

plaintiff (4)

 25:16;77:8;80:3;

 117:23

plaintiffs (36)

 11:15,16;14:15;

 16:11,15;18:1;24:7,18;

 25:21;30:12,13;36:7,

 13,19,22;37:2,15;38:9;

 40:10;42:22;47:1;50:9;

 51:15;52:1,18;55:2;

 59:20;117:8;119:14,

 16,17;126:20;130:15;

 249:8,18;261:17

plaintiffs' (3)

 43:12;52:25;232:15

plaintiff's (1)

 77:3

plan (327)

 10:8,19;15:10,11;

 22:22,25;24:6;25:1;

 27:3;28:18;31:7,7,13,

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(26) particulars - plan Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 338

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 16,22;32:2,3,8,13;49:5;

 52:5;96:4,10,11;99:17;

 100:22;101:8,8,18,20;

 103:19;104:2,14,15,15;

 105:7,15,16;106:1,4,

 17;108:1;110:5,9,15,

 17,17,17,18;111:10,15,

 16,17;112:2,5,21,23;

 113:5;114:16;115:16,

 17,19;127:3,4;128:9,

 10;129:1;131:14,15;

 134:7;138:11,11;

 141:18;142:8,21;

 144:3,24,25;145:18,19;

 147:21,21;149:7,10,12;

 150:6,10;151:7;152:7,

 19;153:1;154:19;

 160:2,3;165:18;

 166:25;168:22;169:9;

 171:4;172:1,3,10,10;

 173:25;174:13,13,18;

 175:6,21;176:5;177:5,

 11,17,25;178:5,22,24;

 179:1,3,8,11,13,14,17,

 25,25;181:14,15;182:8,

 8,19;183:14,25;184:6,

 9,13,13;185:2;186:20;

 187:9,19;188:6,10,12,

 19;189:11,23,23,24,25;

 190:4,6,12,12;192:20;

 193:1,14,22,25;194:5,

 6,6,11,23;195:5,6,11,

 24;196:7,10,20;197:2,

 11,15,20,22;200:2,9;

 201:7,10,14,16,17,23;

 202:14;203:5;205:3,3;

 206:2;207:12;208:8,

 15,20;209:15,18,24,25,

 25;210:1,7,20;212:7,

 25;215:10,10,16,25;

 219:8;220:1,23;

 221:17,19,20,22,23;

 222:9;223:24;224:3,4,

 5,7;228:6,9,11,21,25;

 229:8,10,11,12,24;

 230:22,24,24;232:1,19,

 20;233:8,9,14,15,20,

 22,22;234:3,3,25;

 235:1,6,8;236:21,22,

 22,24;237:4,6;238:2,3,

 8,14,14,21;239:8,20,

 24;246:24;248:21;

 249:21;250:1;251:2,

 10,11,13;255:7,10,12;

 256:16;258:15;261:16;

 263:19,19,20;265:13,

 17;267:17,19,23;268:2,

 4,5;269:6;271:20;

 278:8,18;279:4,4,5,6,6,

 7,8,19,24;280:13,13,

 24;281:12,17;282:1,4,

 5,24;283:6,11,15;

 284:11,12,14,18;

 291:21;292:9;300:12;

 301:17,19;303:4,7;

 307:22

plans (13)

 96:16;172:8;194:4;

 195:7;199:1;219:11;

 233:2;251:10;254:25;

 263:25;265:9,17;285:1

plan's (3)

 267:16;283:7;284:5

plan-type (1)

 165:20

plate (1)

 214:25

play (12)

 47:11;53:18;99:24;

 138:16;159:15;175:19;

 180:7;185:16,18;

 190:16;193:16;236:4

played (5)

 131:2;170:13;

 234:16;256:19;295:24

player (1)

 234:16

players (3)

 197:16;275:19;

 310:17

playing (12)

 204:11;235:23,24;

 236:6;244:10;246:1,

 15;252:15;261:19;

 266:7,9;281:22

plays (3)

 141:6;256:19;310:12

pleading (1)

 112:5

pleadings (5)

 38:19;40:22;98:3;

 163:5;254:23

please (11)

 8:18;86:1;135:18;

 136:14;187:11;216:18;

 220:11;221:1;274:13;

 276:10;292:24

pleasure (2)

 94:1;230:5

plenty (6)

 11:2,4,5,6,8;28:9

plowing (1)

 82:14

plummeted (1)

 137:23

plus (8)

 24:9;33:11;50:25;

 51:1;60:13;249:1,3;

 266:21

pm (5)

 136:11,11;220:24,

 24;311:7

pocket (2)

 43:15;201:3

pockets (1)

 223:21

podium (8)

 23:24;154:2;189:15;

 196:20;225:11;235:19;

 242:11;249:10

point (151)

 10:10;14:10;21:7;

 22:13;25:21;27:20;

 28:5;33:7;40:19;45:17;

 46:22;47:8;48:20;50:4;

 52:9;54:18;55:14;57:6;

 59:13;60:24;66:15;

 69:12,15;71:20,24;

 72:13,18;73:2,20;

 78:17;79:16,24;90:4;

 100:20,20;101:7;

 105:19;106:10;108:8;

 111:2;115:6,23;

 121:23;126:4;131:10,

 20;132:17;133:5;

 134:12,18;139:19;

 140:2;145:22;146:3;

 147:4;150:19;151:1;

 157:9,25;158:1,5,12;

 163:16;169:20;170:1;

 174:5;175:1;176:16;

 178:6,19,21;179:15,18;

 180:7;181:16;183:22;

 186:8;191:20,21;

 196:5;198:13;199:20;

 204:4;206:3,5,5;

 207:22;208:20,21;

 213:13;217:2;218:2,

 24;220:17;228:17;

 229:8;230:19,21;

 232:19;236:16;238:8;

 242:1;247:15;248:9,

 20;249:6,17,17,19;

 251:12,13;252:13,17,

 19,20;253:8,17,18;

 254:18;256:5,15;

 263:3;265:1,6;266:1;

 268:21,24;271:25;

 273:7;276:24;279:13;

 281:25;283:9;285:1,5,

 10;286:24;287:1,2,20;

 288:2;295:3;296:1;

 298:8;299:4,6;301:15,

 23;304:10;306:20;

 309:23

point- (1)

 156:11

pointed (1)

 261:21

pointedly (1)

 152:7

points (11)

 42:7;131:20;140:13;

 163:11;165:18;187:23;

 216:5;218:3;222:21;

 248:23;294:8

poison (1)

 168:2

policies (7)

 18:3,14;19:14;39:22;

 138:2;250:13;251:3

policy (14)

 11:3,13,14,18;13:17;

 14:24;15:3;16:18;

 17:14;18:5,9,25;21:7;

 51:21

political (1)

 101:16

pool (4)

 118:1,12;130:23,24

portability (1)

 199:1

portfolios (1)

 138:4

portion (5)

 87:2;132:11,12;

 135:4;148:20

position (41)

 14:23;25:23;29:6;

 35:17;37:22,24,24;

 38:4,7,8;49:3,4,4;

 58:19;59:1,18;69:22;

 77:7;90:1;95:4;99:17;

 122:13;123:2;127:18;

 130:16;138:5;162:18;

 164:3;166:1,14;173:4;

 187:9;250:18;256:18;

 260:7,18,19;297:21;

 298:8,23;301:19

positions (3)

 98:24;296:14;297:2

positive (3)

 252:6;260:17,19

possession (3)

 222:15;265:7;297:7

possibility (5)

 36:16,20,21;159:5;

 169:16

possible (4)

 205:9,9;234:21;

 267:1

possibly (3)

 130:3;200:17;212:14

Post (1)

 263:1

post- (1)

 107:23

post-confirmation (1)

 154:5

post-petition (11)

 107:22;108:6;

 113:10;130:10;188:14,

 18;195:25;200:24;

 211:5;274:23;296:20

post-trial (1)

 21:1

post-trust (1)

 309:3

pot (4)

 22:16,17;50:6;

 249:15

potential (5)

 54:1;153:4;172:7;

 213:15;285:18

potentially (2)

 183:14;283:21

power (2)

 65:8;99:24

practical (4)

 59:19;178:15;

 184:25;185:12

practicalities (1)

 228:11

practice (2)

 13:10;33:25

practiced (1)

 137:4

praise (2)

 107:15;111:4

Pre (1)

 263:1

preceded (1)

 222:16

precedence (1)

 161:14

precedential (1)

 133:9

precise (1)

 268:10

precisely (5)

 158:10,19;159:25;

 160:12;291:10

preclude (1)

 213:17

predators (1)

 299:19

predictable (1)

 138:19

predicted (1)

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predicting (1)

 226:15

prediction (2)

 201:19,20

preempted (2)

 66:16,17

preemption (2)

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prefer (2)

 225:13;234:23

preferably (1)

 145:8

preference (5)

 19:16;119:17;

 120:10;131:24;132:13

preferred (1)

 38:11

prejudice (3)

 37:7,13;90:1

prejudiced (1)

 109:9

preliminary (5)

 63:22,23;77:21;

 81:24;121:9

premature (1)

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Case No. 19-30088

December 17, 2019

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preparation (2)

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prepare (2)

 59:22;183:13

prepared (7)

 18:12;58:18;80:19;

 108:7;130:25;258:23;

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preparing (4)

 47:4,6,20;83:6

prescriptive (2)

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presence (2)

 13:3;127:14

present (4)

 38:19;225:21;

 250:12;251:1

presented (8)

 19:20;27:24;38:23;

 45:4;84:19;129:17;

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presenting (1)

 75:25

presently (1)

 233:18

presents (2)

 65:13;110:25

preserve (1)

 279:19

preserves (1)

 279:8

preserving (1)

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preside (1)

 59:16

President (1)

 248:13

presidential (1)

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presiding (2)

 8:5;276:14

press (4)

 156:6;161:5;183:25;

 247:18

pressure (1)

 30:7

presumably (6)

 45:15;72:24;81:1;

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presume (2)

 35:20;122:19

presumption (2)

 148:17;149:14

pretend (2)

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pretext (1)

 65:17

pre-trial (2)

 21:1;51:18

pretty (6)

 29:5;85:2;175:7;

 178:19;183:10;254:22

prevails (1)

 69:4

prevent (4)

 169:7;229:22;281:8,

 10

prevented (1)

 84:20

prevents (2)

 201:13;229:12

previously (4)

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price (1)

 171:24

primarily (2)

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principal (5)

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 268:18;275:19

Principally (1)

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principle (1)

 301:22

principles (1)

 299:8

prior (4)

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priority (2)

 165:23;207:14

private (1)

 67:8

privilege (1)

 246:11

privy (1)

 139:7

probability (1)

 277:23

probably (13)

 51:16,17;96:16;

 102:18;116:15;136:9;

 142:21;168:13,15;

 203:23,24;208:22;

 304:13

problem (24)

 36:24;70:16;76:23;

 79:10;80:16,17;81:2,

 11;84:20,20;85:4;

 88:10,12;92:23;175:9;

 183:2;186:14;212:16,

 18;219:3;220:1;

 283:10,24;304:16

problematic (2)

 212:9;249:24

problems (3)

 13:4;88:16;279:3

procedural (3)

 152:3;185:8;304:15

procedurally (1)

 70:3

procedure (6)

 63:12,25;66:24;

 67:24;127:15;147:25

procedures (21)

 63:17,18;66:16;

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 12;153:25;154:21;

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proceed (11)

 14:25;19:13,15;67:7;

 113:6;143:22;169:18;

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proceeding (4)

 25:8;128:20;155:4;

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proceedings (23)

 21:1,2;110:22;118:4;

 119:2;123:4,7;129:21;

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 152:16;157:6;158:7;

 159:6;161:13,15;

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proceeds (2)

 29:14;97:16

process (89)

 26:12;35:18;44:1,3;

 49:25,25;56:13;61:23;

 62:6;64:5;65:11;66:13;

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 15;70:6,14,19;72:2;

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 128:9,10;133:20;

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 10,13,14;152:17,19,19;

 153:9;163:6;165:19;

 167:25;169:20;170:15;

 172:5;173:11,17;

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 14;191:2,16;198:17;

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 227:15;229:6,7;

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 238:12;247:6;256:19;

 265:8;270:4,8;272:1;

 274:14;278:1,9,12,14;

 280:6;282:22

product (3)

 15:8;105:20;139:2

productive (1)

 121:14

professional (1)

 247:1

professionals (18)

 54:25;95:2;97:17;

 104:9;108:25;121:25;

 128:25;131:2;155:5;

 177:10;180:8;181:5;

 222:1;226:7;231:6;

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professionals' (1)

 248:25

profit (1)

 299:15

program (1)

 120:23

progress (4)

 97:2,3,4;195:13

prohibited (5)

 193:20,24;195:4;

 280:23,23

prohibiting (1)

 194:11

prohibition (1)

 184:2

project (2)

 85:6;86:15

promises (1)

 226:25

promote (2)

 177:17;197:15

promoted (1)

 180:1

promoting (1)

 207:12

prompted (1)

 304:9

promptly (2)

 24:23;223:9

pronouncement (1)

 156:23

pronouncements (1)

 156:7

proof (10)

 64:5,7,19;65:3;

 76:14,22;79:5;140:14;

 147:22;250:15

proper (2)

 59:11;60:11

property (13)

 79:12;84:22,22;

 144:1,3;145:7,13;

 146:16,18,19;148:1;

 224:18,19

proponent (5)

 187:20;193:24;

 208:6;214:1;221:10

proponents (7)

 110:5;153:1;179:17;

 212:14;255:7;298:21;

 299:1

proposal (4)

 217:17;228:14,16;

 278:21

propose (1)

 101:24

proposed (11)

 97:15;144:25;153:7;

 157:9;159:2,11;

 186:13;209:19;211:12;

 233:8,9

proposes (1)

 278:8

proposing (1)

 208:15

prorated (1)

 118:23

prosecute (1)

 303:4

prosecution (1)

 37:3

prosecutions (1)

 36:19

prospect (1)

 207:21

prospective (1)

 212:10

protect (4)

 56:20;271:20,20;

 288:22

protected (4)

 62:9;76:23;206:9,11

protecting (1)

 26:24

protection (1)

 208:10

protective (1)

 166:1

prove (2)

 208:5;265:5

proved (2)

 267:13,15

proven (1)

 287:18

provide (6)

 63:13;114:4;116:22;

 204:8;255:1,2

provided (4)

 41:3;52:25;143:7;

 289:17

provides (2)

 194:7;223:5

providing (1)

 138:3

proving (1)

 66:6

provision (15)

 22:22;104:11;

 106:24;146:6;149:3,7,

 13;152:7,9;169:12;

 195:4;212:8;239:9;

 244:18;298:17

provisional (2)

 174:9;285:11

provisions (17)

 31:22;109:6;130:11;

 137:11;154:18;168:1,

 2;196:2;205:17;207:1;

 212:9;213:16;228:20;

 277:2;290:11,13,23

proviso (1)

 33:25

prudent (2)

 34:13;218:17

public (9)

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Case No. 19-30088

December 17, 2019

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publicity (2)

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publicly (3)

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PUC (1)

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PUC's (1)

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pull (2)

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pulled (1)

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punchline (1)

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punitive (1)

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purely (1)

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purport (2)

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purported (1)

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purpose (5)

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purposes (19)

 40:18;76:17;109:1;

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 152:25;153:13;157:11;

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pursuant (2)

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pursue (2)

 70:12,13

push (3)

 46:25;197:11;200:10

put (38)

 18:17;22:8;25:5;

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puts (3)

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putting (6)

 36:19;44:7;80:13;

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Q

qualified (1)

 146:4

qualify (3)

 132:13;192:14,17

quantifies (3)

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quarrelling (1)

 29:17

quick (4)

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quickly (4)

 149:19;205:9;

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quite (17)

 19:19;37:5;41:14;

 56:24;68:5;78:24;94:2;

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 142:7;265:1;267:24;

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quo (1)

 166:20

quote (2)

 161:5;291:15

Qureshi (9)

 160:19,20,21;161:9,

 24;162:6,8,12;296:2

R

rail (2)

 160:11;162:3

rails (4)

 125:22;160:1;

 173:23;206:8

raise (11)

 20:19;70:14;128:18;

 169:16;192:12,13;

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raised (28)

 9:20;69:13;81:25;

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 129:4;130:5,14;

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raises (3)

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raising (2)

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rally (1)

 186:2

ramification (1)

 284:23

ramifications (3)

 185:21;264:21;

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ramp (1)

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ramping (1)

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ramps (2)

 268:22;275:3

Randall (1)

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range (2)

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rate (3)

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rather (15)

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rational (2)

 253:18;289:9

re (2)

 295:1,11

reach (3)

 119:8;155:6;225:4

reached (7)

 121:16;173:14,14;

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reaching (3)

 105:25;201:3;224:1

read (38)

 15:14;16:17;45:4;

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 248:15,15,16;276:7,13;

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readily (1)

 296:21

reading (10)

 98:22;102:20;

 191:19;212:4,5,7;

 248:16;270:24,25;

 294:24

ready (3)

 43:18;176:5;197:12

Reagan (1)

 83:2

real (6)

 18:24;36:24;70:16;

 77:25;210:15;247:13

realistic (3)

 35:15,17;37:15

reality (2)

 38:8;287:25

realize (3)

 94:2;188:5;238:1

realizing (1)

 256:14

reallocate (1)

 56:6

really (58)

 16:5;21:6;29:6;

 37:14,17;38:10;44:22;

 70:17;74:2;99:1;

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 123:18;126:13,20;

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 275:18;276:7;284:19;

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reargue (1)

 202:10

reason (47)

 25:20;28:8,8,13;

 42:9;48:4;54:13;56:7,

 8,20;73:13,15,23;

 87:16;89:4;104:8;

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 264:19,20;265:4,7;

 274:19;279:15;290:6;

 291:25;306:18

reasonable (7)

 115:11,23;206:25;

 207:21;218:4,18;289:9

reasonables (2)

 207:22,23

reasonably (2)

 76:16;220:1

reasons (11)

 22:12;25:4;42:6,6;

 178:7;228:10;279:6;

 289:5;293:14;302:1,7

reason's (1)

 112:22

Rebecca (1)

 121:13

rebuilding (1)

 223:18

rebuts (1)

 33:6

rebuttal (1)

 30:1

recall (13)

 20:11;21:5;26:10;

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 148:9;151:18;242:4;

 297:24

recalled (1)

 298:16

receive (2)

 112:23;238:13

received (2)

 121:18;278:25

recent (1)

 58:20

recently (1)

 52:5

Recess (2)

 136:11;220:24

recite (2)

 286:9;301:25

reciting (1)

 294:13

reckless (1)

 189:12

recognize (3)

 17:17;96:12;307:6

recognized (1)

 13:10

recognizing (1)

 228:19

recommencement (1)

 175:11

recommend (1)

 233:1

recommendation (3)

 99:8;225:2;301:13

recommended (1)

 217:17

recommending (2)

 247:2;252:15

reconsiderations (1)

 159:17

record (27)

 17:18;35:11;41:23;

 49:19;63:4;92:13;

 95:13;124:14,15;

 142:3;143:17;144:5;

 153:24;155:23;160:21;

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 276:3,9,18;278:17;

 302:1,2,5;303:11,13

records (1)

 67:18

recount (1)

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recourse (2)

 52:25;60:10

recover (4)

 21:23;24:23;60:6,13

recoveries (1)

 42:17

recovery (27)

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 15:2;16:11,15;17:14;

 18:2,5,6;19:9,10;

 21:20;22:20;24:4,6,8,

 25;33:11,11;35:3;

 39:19;59:18;60:10;

 201:2;234:10;260:23

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(29) publicity - recovery Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 341

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

recovery's (1)

 15:14

red- (1)

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redirect (1)

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red-letter (1)

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reduce (1)

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refer (1)

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reference (5)

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 121:25;122:4

referenced (2)

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references (2)

 270:5;273:3

referencing (1)

 273:18

referred (2)

 119:4;121:2

refineries (1)

 20:18

refinery (4)

 11:17;19:16,21;

 47:15

refinery's (2)

 13:14;20:19

refresh (1)

 148:9

regard (3)

 40:18;45:16;144:22

regarding (1)

 120:10

regardless (4)

 98:10;207:19;235:6;

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regular (1)

 63:19

regulators (3)

 229:13;231:1;238:11

regulatory (1)

 224:8

reinforced (1)

 80:24

reinstated (2)

 69:5;211:18

reinstatement (1)

 69:7

reinvent (2)

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REISNER (6)

 254:1,4,4,11,13,15

reiterate (1)

 39:18

reject (20)

 77:25;78:4,21;79:7,

 17;80:4;81:5,7,15,21;

 82:8,22;87:15,17;88:2,

 6;90:7,15;91:5;93:5

rejectable (5)

 85:14,17;87:20;90:8;

 93:14

rejected (2)

 86:5;93:15

rejecting (2)

 78:16;82:16

rejection (2)

 82:13;83:14

rejects (1)

 80:25

relate (1)

 235:15

related (1)

 106:22

relates (2)

 107:7;277:6

relating (2)

 86:6;220:14

relative (2)

 9:20;11:8

relatively (1)

 151:19

release (7)

 106:13,15,19;122:3;

 150:23;201:7,7

released (1)

 121:21

releases (16)

 101:14;107:3;

 128:12,13,14;166:1,2;

 201:11;294:7,8,20,24;

 295:4,5,14,24

relevance (1)

 162:9

relevant (14)

 38:22;41:14;46:4;

 127:16;130:12;161:14;

 191:13;215:4,11;

 240:24;273:24;276:17,

 18,25

relied (1)

 60:3

relief (51)

 10:5,6,12;11:18;

 13:13;15:3,19;16:4;

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 26:7,7,19;29:11,15,25;

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 80:2;81:4,22;87:5,21;

 88:7;90:6,11;91:4;

 93:5;114:3;119:9;

 142:21

reliefs (1)

 144:11

relive (1)

 30:7

rely (2)

 66:18;205:2

remain (1)

 226:24

remaining (4)

 106:1;110:9;113:9;

 140:19

remediation (2)

 169:18;250:20

remedies (4)

 63:6;69:6,8;73:18

remedy (6)

 71:12,21,22;78:22;

 87:2,5

remember (12)

 13:20;94:2;104:24;

 150:3;217:23;249:8;

 251:12;262:22;264:14;

 268:25;269:4;300:3

remembering (1)

 273:10

remind (2)

 111:18;144:6

reminder (1)

 13:4

remove (1)

 297:6

removed (3)

 180:21;183:1;235:22

removing (1)

 190:18

render (1)

 276:9

rendered (1)

 108:3

renders (1)

 211:12

renegotiated (1)

 139:24

reopen (2)

 258:17,18

reopened (1)

 247:22

reopening (1)

 258:18

reorganization (7)

 56:12;100:23;

 138:13;187:19;195:5;

 230:17;251:23

reorganize (1)

 252:5

reorganized (9)

 33:13;135:5;142:20;

 209:19;223:9;234:24;

 250:8;251:4;252:1

repair (1)

 77:4

repeat (4)

 110:2;209:9;266:17;

 274:24

repeating (3)

 172:12;182:13,14

repetitive (1)

 180:17

rephrase (1)

 51:13

replaced (1)

 66:17

reply (7)

 62:24,24;74:6,7,9,12,

 14

report (1)

 104:12

reported (1)

 103:21

reporting (3)

 156:9;160:25;161:1

reports (3)

 156:6;161:5;287:17

repository (1)

 40:24

represent (15)

 9:9;30:15;71:2;

 134:19,22;145:9;

 154:22;219:12;224:12,

 15,16,18,22,25;254:5

representation (2)

 33:9;274:11

representations (2)

 58:25;60:4

representative (6)

 25:18,24;170:19;

 173:5;217:11;220:6

representatives (5)

 103:22;109:22;

 221:13;280:22;297:20

represented (10)

 34:11;47:9;72:18;

 113:4;140:11;217:16;

 219:10;225:7;274:16;

 299:13

representing (7)

 24:17;39:9;126:18;

 151:11;252:14;300:7;

 301:5

represents (2)

 132:2;217:10

request (4)

 9:11;30:16;41:5;

 63:12

requested (2)

 35:22;152:9

requests (2)

 19:25;40:22

require (5)

 63:19;97:16;200:4;

 228:20;240:19

required (5)

 62:23;89:19;108:25;

 190:5;229:13

requirement (2)

 158:6;202:2

requirements (6)

 96:7;105:7;112:6;

 225:6;228:25;238:2

requires (4)

 120:13;144:23;

 175:10;177:12

requiring (4)

 147:5,6;189:24;

 282:11

requisites (1)

 285:2

rereview (1)

 239:15

res (1)

 149:12

reservation (8)

 127:17,25;153:19;

 154:19;162:22;164:9;

 166:23;181:1

reservations (2)

 164:18;180:23

reserve (11)

 30:1;34:15;127:20,

 22;163:11;164:21;

 166:20;185:7;220:17;

 227:3,16

reserved (6)

 98:23;130:15;

 158:12;165:21,24;

 305:11

reserves (1)

 123:18

reserving (2)

 128:18;136:5

resolution (50)

 10:7,18;14:6;19:2,3;

 22:6;25:6,10;27:13;

 37:22;61:23;62:6;

 63:25;64:5;91:9;99:4;

 105:24;106:3;110:13;

 111:6;113:6;121:11;

 127:6;136:4;148:12;

 151:6;154:11,13,18,21;

 155:5,6;157:6;202:1;

 213:1,16;225:18,22;

 226:1,6,7;248:3;

 249:14;252:21,23,25;

 291:24;293:17;298:21;

 309:2

resolve (9)

 37:16,19;45:25;

 84:18;258:11;266:24;

 289:18;309:17;310:14

resolved (14)

 22:14,15;31:8;67:24;

 87:17;106:12,16;

 107:11;110:10;121:24;

 155:8;164:20;218:11;

 244:21

resolves (5)

 110:9;116:25;123:6;

 289:20,21

resolving (1)

 144:16

resources (1)

 66:8

respect (34)

 59:1;86:7,10;96:20;

 106:13,15,18;107:20;

 109:9;113:10,14;

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(30) recovery's - respect Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 342

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 124:22;133:9;150:23;

 164:12,22;167:23;

 170:11;190:12,12;

 191:1;195:17;205:2;

 208:20;223:3;225:12;

 266:17;268:21;273:19,

 21;278:14;283:22;

 295:12;310:13

respected (1)

 13:9

respectfully (3)

 41:5;153:13;233:16

respective (1)

 113:7

respects (2)

 246:24;295:13

respond (10)

 19:25;87:23;88:10;

 93:13;136:20;141:9;

 156:17;187:3;248:19;

 257:17

responded (4)

 47:2;141:10,16;

 297:25

responding (1)

 40:23

response (14)

 20:8;23:22;58:20;

 66:22;84:15;88:5;93:2,

 6,8,13;98:22;103:8;

 164:17;282:23

responses (3)

 63:22,22;98:23

responsibility (3)

 99:10;100:19;230:1

responsible (1)

 299:22

rest (6)

 14:21;24:3;53:22;

 103:15;139:15;251:3

restart (1)

 176:2

restate (1)

 182:12

restating (1)

 66:21

restrictions (1)

 198:21

restrictive (2)

 201:13;202:8

restructuring (7)

 9:20;97:18;212:6;

 216:4;217:24;218:1;

 255:25

result (18)

 20:23;36:22,23;48:4;

 49:9;53:21,25;54:2;

 59:2,11;98:13;101:2;

 106:7;219:16;226:14;

 234:6;284:25;291:8

resulting (1)

 133:14

resume (3)

 8:24;102:5;135:21

resumes (2)

 46:8,12

retaliation (2)

 69:14;70:14

retention (1)

 23:13

retired (2)

 105:22;106:11

reveal (2)

 236:8,10

reverse (1)

 285:9

revert (1)

 207:5

review (5)

 83:8;127:3,4;154:16;

 302:11

reviewed (2)

 131:7;216:3

reviewing (1)

 43:20

revised (1)

 108:2

revisit (5)

 25:20;130:10;

 143:14;148:13;263:22

revisited (1)

 71:15

revisiting (2)

 26:15;70:20

rid (1)

 234:9

Riddle (3)

 243:17;253:9,9

ride (1)

 140:21

Rifkind (1)

 166:22

Right (313)

 8:14;9:11,23;10:21;

 11:8;13:16;14:18,20;

 15:4,6;16:3,7;18:1,10,

 21;19:16;20:13;22:23,

 24;23:4,15,17;24:4,11;

 25:13;27:7,10,10;28:4;

 30:1,5,6;31:4;32:1,9,

 23;34:7,9;38:3,4,5;

 40:4;41:15;42:4;43:2,

 8;44:2,24;45:7,17;

 46:20;48:7;49:8;50:17,

 21;51:3,21;52:9;53:7,

 8,20;54:3;55:6,18;

 56:9,15;57:4,24,25;

 58:4;59:2;60:5;61:1,

 11,16;62:11;63:5;64:7,

 22,22,22,24;65:5,5;

 66:12;67:3,19,20;68:2;

 70:1,21;72:14,22;

 73:12,23;74:14;76:8,

 18;77:4;79:8,21;80:12,

 15;81:1,14,17,19,19,

 21;83:18,18,18,20,24;

 84:17,24;85:20;86:7,9;

 87:6,13,15,17;90:6,7,

 13;92:7;93:1;95:6;

 96:5;98:8,19;99:3;

 100:2,9;101:9,9,22;

 103:17;104:12;105:2,

 9;107:1;108:21;109:4;

 114:25;115:24;116:8,

 18;117:15;118:20;

 119:21,25;122:11;

 125:24;127:20;128:18;

 132:4,21;133:24;

 135:14;136:25;139:10;

 141:17;142:12,14,22;

 143:1,3,12;144:17,17;

 147:18;148:8;149:5;

 150:12,22;151:25;

 157:19;158:10,16,17,

 18,19,20;160:5,6,12;

 161:6;162:7,23;

 163:24;164:11;165:25;

 166:4,6,10,17;167:4,

 19;168:23;169:4,5,6;

 171:11,17,20;172:15;

 173:2;175:8;176:25;

 177:7;179:4,20,20;

 186:7,11,16,21;188:3,

 24;189:19;190:1;

 192:23;194:13,17,22;

 196:10;198:7,10;

 199:5;200:13,15,18,23;

 201:16,20;202:23;

 206:17;207:1;208:8;

 210:22;211:7,18,25;

 212:1;213:11;215:23;

 217:15,22;218:17;

 220:21;227:2,11;

 229:17,20;231:2;

 232:5;237:13;239:11;

 240:16,18,19,25;241:1,

 15,25;245:19;247:2,5,

 7;249:4;254:13;

 255:16,19;258:22;

 260:10,25;261:8;

 262:10;263:5,11,15;

 267:23;268:14,14;

 270:6;271:5;273:7;

 274:25;279:18;282:5,

 20;283:7;284:2,12;

 286:14,21;290:15;

 293:8;301:7,7,16;

 305:8,17;306:13,21;

 307:23;308:21,24;

 309:5,6;311:3

rights (21)

 62:4;72:24;73:16;

 86:22;109:8;127:21,

 22;128:1;153:19;

 158:13;162:22;163:12;

 164:21;166:23;181:1;

 220:17;223:25;267:9;

 290:3,3;305:11

rise (5)

 8:4;15:12;136:12;

 220:25;288:1

risk (6)

 138:4;182:6;195:14;

 218:11;236:9;242:1

risking (1)

 191:6

risks (3)

 209:14;218:10;

 262:11

road (3)

 130:2;182:8;215:24

Robert (1)

 10:2

robustly (1)

 152:15

rock (1)

 241:20

Rohnert (1)

 294:25

role (20)

 21:10;33:7;50:8,10;

 53:4,9,10,18;99:25,25;

 131:2;133:21;134:4;

 154:5;155:13;160:8;

 185:18;214:6;300:10,

 15

roll (4)

 126:2;162:13;180:8;

 301:17

rolled (1)

 133:13

Ron (1)

 75:20

Ronald (1)

 83:2

room (9)

 51:14;100:19;192:9;

 213:14;224:14;264:23;

 299:12,16;309:10

round (1)

 121:18

routes (1)

 233:25

routine (4)

 300:17,18,20,21

Royal (2)

 294:17;295:2

Roye (25)

 136:24,24,25;137:1,

 4;138:14,16,18,21,24;

 139:1,7,13,19,23;

 140:2,6,8,19,21;141:2,

 4,7,8;142:6

RSA (187)

 15:13,17;16:1;21:11,

 11;37:25,25;51:25;

 57:6;58:24,24;93:22;

 94:10,14,19,21,24;

 96:20;97:24;98:23;

 99:9,11,22;101:12;

 103:25;104:10,18,20;

 105:19;106:13,18;

 108:9,20;110:3,8,13,

 21,24;113:23;115:12,

 13,14;116:2,13,24,25;

 118:15;123:1,6,9;

 124:1;125:20;127:25;

 128:16;129:13,14,16,

 19,23;130:1,20;131:13,

 23;132:12;134:5;

 136:8,16;137:11,24;

 142:9;144:7,23;145:5,

 11;147:6;150:21;

 151:19;153:11;156:19;

 157:7;158:9;159:10,

 13,16;160:7;161:20;

 162:1;164:17;165:16,

 21;166:2;167:24;

 168:4;169:1,7;175:17;

 176:1,24;178:14;

 179:2,10,12,15,24;

 180:24;182:20;183:23;

 196:17,18;197:21;

 200:8,13;201:13;

 204:13,22;205:15,16;

 206:20;207:4;212:5;

 215:9,11,16;216:2,4,

 19,20;217:4,23,24;

 219:21,22;221:10;

 222:8;224:1;225:2,25;

 231:7;235:20,21;

 237:7,19;239:17;

 241:19;248:4,17;

 251:6,17,19;253:3;

 259:14,20,20;260:13,

 15,15;261:12;262:6;

 265:25,25;266:2,21,22;

 269:12;274:15;284:17;

 286:19,19,22;287:2;

 289:17,18;292:3;

 293:14,20;294:6,8,10;

 295:6,7;296:3;298:1,5,

 7,15,15;305:14

RSAs (17)

 124:12;168:2;

 206:24;258:10,24;

 259:6;266:21;275:1,4,

 5;285:10;290:7,9;

 293:12;295:24;302:7;

 308:14

RSA's (2)

 15:24;288:1

rubber (1)

 230:15

rubberstamp (1)

 96:12

rubber-stamp (1)

 287:4

ruined (3)

 137:12;138:9;139:18

Rule (14)

 32:5,15;103:25;

 122:20;143:6;149:1,

 13,21;159:16;165:23;

 207:14;259:18,25;

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(31) respected - Rule Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 343

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 266:5

ruled (2)

 164:21;165:17

rules (7)

 80:5;90:19;99:25;

 127:9;149:20;151:12;

 245:20

ruling (26)

 15:16;61:11,13;71:3;

 74:20;87:24;106:20;

 108:8;122:13;125:1,

 18;141:21;145:15;

 188:14;211:6;258:8;

 259:16;260:4,5;

 276:23;293:7,8,20;

 302:25;303:25;305:4

rulings (4)

 108:2;113:10;

 124:21;295:22

run (6)

 8:22;79:5,5;122:7;

 126:1;146:12

running (3)

 216:23;280:25;281:2

runs (1)

 236:24

rush (2)

 123:16;137:14

S

Sacramento (2)

 109:25;230:6

saddle (1)

 19:3

safe (2)

 85:1;250:24

safety (5)

 84:24;86:18;130:18;

 204:12;237:22

Sam (6)

 12:23;13:1,25;19:4,

 18;35:12

same (66)

 11:18;14:7;19:16;

 25:16,21;26:15;36:19;

 37:25;50:6;56:24;

 64:14;86:25;114:17,

 17,19;115:13,25;117:4,

 4;127:22;129:6;130:6;

 158:16,18;163:21,21;

 164:3;166:3;167:22;

 169:2;170:21;174:7;

 176:4,25;184:11,17;

 185:1;186:3;192:21;

 193:10;196:1;206:2,4;

 211:9;217:5;232:20,

 20,21,21;234:5;235:4,

 5;240:14;242:23;

 246:1,24;249:20,22;

 262:16;269:6;294:8;

 295:1;296:4;301:4;

 302:9;310:16

SAN (10)

 8:1;130:16,19;

 132:22;133:14;160:8;

 214:3,12;220:5,13

satisfied (10)

 58:13;59:20;101:12;

 153:21,21;167:20;

 201:20;225:6;292:9;

 295:23

satisfy (14)

 105:7;112:5;140:7;

 182:9,10;192:17,19;

 194:24;195:10;202:2;

 226:10;235:7;250:19;

 263:21

satisfying (1)

 278:19

Saturday (1)

 109:25

sauce (2)

 242:9,10

saving (1)

 129:16

saw (8)

 58:18;94:8;97:12;

 137:22;152:6;223:14;

 237:20;253:24

saying (44)

 17:13;30:19;36:12;

 50:4;53:2;58:16;63:5;

 64:1;65:24;66:5;67:7;

 71:4,6;79:22;83:2;

 87:18;97:24;99:2,12,

 24;103:19,20;148:2;

 153:18;161:19;166:25;

 173:8;176:13;180:8;

 186:1;196:17;199:2;

 202:19;218:13;225:16;

 236:17;238:24;244:16;

 257:5;272:3;273:25;

 280:15;301:4;308:12

scattered (1)

 139:15

scenario (3)

 175:12;178:25;

 292:19

scenarios (2)

 159:5;256:22

scene (1)

 71:9

schedule (9)

 31:3;34:25;35:21;

 44:15;123:10;131:17;

 305:16,21;306:5

scheduled (2)

 116:6;305:6

score (1)

 297:15

screamed (1)

 244:8

se (1)

 80:21

sealed (3)

 119:13,23;132:6

seat (2)

 60:21;151:13

seated (2)

 136:14;221:1

second (17)

 8:21;29:10;86:23;

 91:24;152:15,20,23;

 178:21;179:5;233:15;

 255:20;262:19;269:2;

 271:25;292:7,8;296:1

second-guess (2)

 300:10,22

second-guessed (1)

 128:2

secondly (3)

 19:4,13;27:21

seconds (1)

 183:2

secret (1)

 67:9

section (8)

 32:2;105:7;120:25;

 121:22;122:1,3;251:7;

 286:19

secured (1)

 242:13

securities (1)

 130:15

security (9)

 223:25;224:8,13;

 225:5;228:15,19;

 231:18;240:7,16

seeing (2)

 29:20;204:9

seek (8)

 13:17;29:15;41:7;

 69:8;144:24;145:10;

 170:2;302:11

seeking (2)

 29:11;292:17

seeks (2)

 87:5;148:18

seem (5)

 99:8;127:24;130:10;

 215:3;261:3

seemed (2)

 97:22;166:19

seems (16)

 15:14;26:15;28:17;

 41:13;54:9;79:8;82:8;

 118:10;126:13;130:24;

 136:4;137:14;146:5;

 167:12;210:10;231:12

segue (1)

 275:25

seize (1)

 287:21

selection (1)

 144:25

self-care (1)

 38:14

self-destruct (1)

 174:4

self-insured (2)

 23:13;60:7

self-interested (1)

 227:14

self-serving (1)

 188:6

Seligman (8)

 31:2;35:14,20;36:2;

 37:16;44:14;46:19;

 59:22

sell (4)

 138:2;236:21;

 280:24;297:5

selling (3)

 267:21;281:12,13

seminal (3)

 294:15,15;295:3

send (7)

 22:7;43:19;44:14;

 122:14;151:14;259:15;

 294:18

sending (3)

 44:23;46:22;238:5

senior (9)

 111:13,13;176:4;

 177:16;178:5;187:14,

 16;209:5;276:3

sense (7)

 14:8;72:3;136:2;

 152:1;211:8;234:22;

 290:10

sent (3)

 13:20;26:4;243:22

sentence (5)

 97:14;150:3;231:12;

 238:4;291:5

separate (6)

 29:14,23;86:2;131:3;

 272:7;302:7

separated (1)

 137:5

September (2)

 20:9;22:10

seriatim (1)

 252:22

series (1)

 157:21

serum (1)

 188:8

serve (1)

 39:8

served (2)

 59:21;285:7

serves (1)

 39:10

service (1)

 138:3

serving (1)

 40:20

session (3)

 8:4;260:1;310:21

set (19)

 10:18;45:5;71:1;

 89:8,19;133:8,9;

 147:21;152:12;164:13;

 168:25;169:14,16;

 175:13;188:2;242:5;

 258:20;267:11;268:11

sets (1)

 304:15

setting (3)

 169:19;177:3;195:18

settle (10)

 51:15;158:23;

 161:11;171:13;179:16;

 189:7;191:12;206:19;

 208:15;262:12

settled (7)

 150:20;157:18;

 158:25;163:7;170:11;

 189:10;279:21

settlement (77)

 10:24;20:23;30:7,8;

 44:8,9;96:22;97:15;

 99:4;105:25;119:8;

 131:23;132:17;133:16;

 134:15;147:5;152:22;

 155:1;157:10,11;

 158:2,3,4,14,18;

 161:17;169:12,22;

 170:8,11;171:25;

 173:14;174:9,10,13,19;

 177:4;178:23;179:2;

 180:3,3;183:15;

 185:12;187:24;189:17;

 190:10,17,17,18;201:1,

 23;203:12;207:21;

 208:14;219:6;222:16,

 16;224:13;242:3;

 247:14;256:7;260:10;

 262:9,9;269:12;

 272:11;278:15;286:18,

 20;289:18;291:9,11;

 292:11,13,13,15;

 308:13

settlements (14)

 96:15;117:11,12;

 133:11;161:14;179:16;

 182:7;191:13;198:25;

 206:6,24;258:14;

 259:2;262:12

settling (4)

 180:22;182:4;203:4;

 205:11

seven (4)

 38:15;137:5;189:3;

 279:20

seventeen (2)

 223:1;309:1

seventy (8)

 11:16;25:8;42:21;

 134:19,19;221:13;

 252:14,14

severable (2)

 86:3;272:7

Min-U-Script® eScribers, LLC | (973) 406-2250

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(32) ruled - severable Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 344

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

several (7)

 102:7;107:15;179:1,

 15;225:21;248:12;

 277:1

severe (1)

 180:23

shall (6)

 20:24;32:3;74:14;

 212:6;234:4;271:1

shape (1)

 21:19

share (3)

 11:17;33:7;194:17

shareholder (2)

 174:13;194:19

shareholders (1)

 194:20

shareholder's (1)

 207:13

sharing (1)

 21:20

sheet (1)

 113:24

shifting (1)

 147:22

Ship (68)

 8:12;9:3,10,17;10:6,

 7,13,19,23;11:1,12;

 12:16;13:5,8,14,25;

 14:24;15:9,11,14,17;

 16:5,11;18:2;21:4,12,

 21;22:8,11,18,19;23:1,

 19;24:2,7,17;26:4;

 27:24;28:1,13,14,18;

 32:5;35:6;37:15;38:8;

 39:8,14;40:10;49:6;

 50:11;51:15,22;52:1,

 17;53:5;54:1,19;55:1,

 5;58:3,8,22,23;59:3,9;

 123:15;223:14

short (18)

 61:20;63:4;83:5;

 94:1;102:2;107:4;

 118:23;119:19;122:7;

 128:7;154:4;198:19;

 208:23;219:14;277:14;

 286:2,8;304:16

shortcuts (1)

 216:1

shortest (1)

 108:23

shortfall (2)

 226:12,14

shortly (3)

 151:20;203:23;

 304:19

shots (1)

 253:23

shoulder (1)

 152:7

show (11)

 11:2;87:19;135:15;

 178:6;216:4,23;217:3;

 250:14;251:4;268:8,8

showed (1)

 294:8

shown (1)

 11:12

shows (1)

 277:3

shuffle (2)

 186:23,24

shut (1)

 195:14

shutdown (1)

 56:5

sic (8)

 60:18;126:25;

 143:25;215:25;249:19;

 252:12;261:1,2

side (18)

 19:21,21;31:1;87:16;

 88:9;148:9;184:19;

 192:22;196:17;207:13;

 213:14;214:2;227:11;

 229:17,24;261:11;

 286:21;310:17

sides (4)

 67:18;170:13;

 181:15;301:15

sign (9)

 60:2;107:3;120:23;

 124:2;153:15;179:2;

 207:3;249:3;302:11

signal (2)

 259:15;294:18

signatories (1)

 210:19

signatory (2)

 197:21;209:23

signed (4)

 104:9;145:5;224:24;

 277:17

significance (1)

 264:18

significant (12)

 37:10;58:21;65:17;

 66:7;109:15;156:10;

 169:15;179:8;186:13;

 209:14;211:18;310:8

significantly (1)

 86:14

signing (3)

 224:23;228:18,21

signoff (1)

 108:25

signs (1)

 216:4

similar (7)

 73:2;87:22;163:3,19;

 164:16;166:19;235:4

similarly (1)

 215:2

simple (5)

 18:17;33:22;116:10;

 282:15;287:3

simplifies (1)

 90:18

simply (19)

 11:21;13:11;21:13;

 22:21;27:12;29:20;

 41:19;45:4;69:14;

 111:16;118:11;134:13;

 135:9;136:4;153:11;

 164:18;172:4;188:25;

 258:16

sincere (1)

 221:15

sincerely (3)

 134:10;228:7;244:25

single (3)

 146:6;190:8;242:3

Singleton (1)

 243:17

sit (2)

 185:16;310:20

sitting (4)

 27:13;50:6,7;229:23

situation (16)

 21:4;38:18;60:10;

 64:12;65:13;68:2,3;

 76:21;80:12;85:4;

 129:17,18;153:15;

 233:17;267:1;298:1

six (2)

 273:10;279:20

six-page (1)

 248:14

sixteen (4)

 131:23;132:5;

 133:18,25

sixty (1)

 24:3

size (1)

 21:19

sky (1)

 185:22

sledgehammer (1)

 196:15

slice (1)

 43:10

sliced (1)

 219:12

slight (1)

 304:21

slightly (1)

 237:13

slip (1)

 266:14

slip-and- (1)

 33:22

Slocomb (4)

 12:17,20;39:9;58:4

slow (1)

 257:9

small (2)

 137:25;308:25

smaller (2)

 59:16;259:4

snippets (1)

 276:8

softer (1)

 275:2

sole (1)

 52:25

solely (1)

 60:11

solicit (2)

 185:1;284:24

solicitation (2)

 239:22;282:21

solution (6)

 59:19;135:3;181:6;

 186:13;298:2,3

solve (10)

 81:2,12;83:23;88:16;

 92:23;152:2;179:12;

 183:1;259:6,8

solved (1)

 218:16

solvency (1)

 298:1

solvent (6)

 23:6;267:6;274:22;

 297:17,18;298:10

somebody (20)

 12:11;14:17;18:17;

 72:18;76:24;80:20;

 101:15;135:23;147:14;

 148:18;162:2;203:19;

 208:6;234:8,25;

 245:12;271:16;280:24;

 297:2,3

somehow (6)

 49:1;82:9;206:15;

 250:7;296:9;297:21

someone (17)

 16:14;58:14;62:8;

 64:9,16;65:17;115:8;

 162:3;170:8;191:19;

 202:4;207:13;215:3;

 250:17;278:20;282:17;

 307:5

sometime (3)

 136:9;159:10;262:21

sometimes (6)

 47:11,12;66:1,1;

 240:1;290:14

somewhat (2)

 170:15;189:12

somewhere (3)

 22:15;32:10;232:17

song (1)

 199:15

soon (3)

 135:16;161:3;259:9

sooner (3)

 37:8;38:10;302:12

sophisticated (4)

 222:10;232:13,15;

 291:12

sorry (21)

 35:3;66:19;71:10;

 75:3;76:5;90:14;

 105:14;146:17;156:25;

 159:22;211:3;214:13;

 233:19;237:9,14;

 238:22;256:25;307:6,

 7;308:7;310:9

sort (17)

 46:23;62:20;99:20;

 100:24;127:14;141:14;

 147:25;150:13;153:16;

 156:21;167:16;170:13;

 184:21;215:8;234:16;

 265:11;286:21

sorted (1)

 126:23

sorts (2)

 152:1;219:15

sought (5)

 29:25;34:6;87:21;

 105:23;119:10

sound (2)

 217:3,5

sounds (6)

 79:4;87:9;88:11;

 97:21;183:10;301:3

soup (1)

 79:8

sovereign (1)

 288:19

space (1)

 267:12

speak (13)

 59:1;84:12;164:18;

 166:20;170:23;186:4,

 5;191:24;196:5;209:2;

 258:2;282:4;302:20

SPEAKER (8)

 75:16,19;95:1;

 248:14;273:15,18;

 274:2,6

speaking (4)

 35:5;84:6;177:11;

 193:24

speaks (1)

 166:24

specific (15)

 30:9;60:6;79:12;

 81:9;83:17;86:3;87:12;

 98:25;102:7;121:25;

 127:11,18;129:16;

 130:19;183:20

specifically (4)

 60:2;103:16;260:3;

 308:10

specifics (3)

 85:3;112:7;117:21

specified (1)

 143:6

speculate (1)

 191:15

spell (1)

 128:4

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(33) several - spell Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 345

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

spend (11)

 43:17,20,21;46:23;

 54:5,10;56:6;152:10;

 294:4,5,21

spending (7)

 52:11;54:4;59:13;

 168:16;191:5,5;255:18

spends (1)

 38:13

spent (7)

 48:11,13;57:23;

 293:4,5;294:24;309:10

spirited (1)

 116:23

sponsor (1)

 235:6

sponsored (3)

 173:25;229:10;

 301:17

sponsors (2)

 134:16;222:9

square (4)

 174:8;183:6;231:17;

 262:6

Stacy (1)

 64:19

staff (1)

 126:6

stage (2)

 70:22;242:12

stakeholders (2)

 140:17;288:22

Stamer (159)

 112:14;155:16,18,

 21,23,23,24,25;156:16;

 160:16;162:8;183:19;

 185:22;186:4;187:11,

 13,14,22;188:4,15,17,

 21,25;189:3,20;190:2;

 191:22;192:1,5,9,16,

 23,25;193:7,12,17,19,

 22;194:1,9,13,21,23;

 195:1,3,8,22;196:3,12,

 15,24;197:7,18,20;

 198:2,7,10,12,14,21;

 199:5,7,19;200:1,4,7,

 16,18,23;201:1,6,22;

 202:17,21,23,25;

 203:25;204:3,6,24;

 205:2,7,11,23;206:3,5,

 19,23;207:10,19,24;

 208:2,9,12,17,25;

 209:1;234:13;235:7;

 238:22;258:17;275:17,

 20,23,25;276:2,3,19,

 22,24;277:9,14,19,21;

 278:5;279:2,12,14;

 280:2,8,17;281:1,3,7,

 10,13,15,19,21,23,24;

 282:6,8,10,16,21;

 283:4,9,14,17;284:5,8,

 9;285:4,13,15,21,23;

 288:14,24;299:7;

 302:14,23,24;303:2,6,

 9,11,14

Stamer's (3)

 210:13;234:3;301:1

stamp (1)

 230:15

stand (17)

 66:9;96:24;100:11;

 112:23;156:10;180:25;

 194:2;199:15;217:24;

 230:11;241:19;255:11;

 257:2,3;276:7;278:20,

 22

standalone (1)

 199:3

standard (2)

 13:10;155:1

standards (1)

 182:10

standing (7)

 76:18;214:11;

 230:25;252:9;253:24;

 282:24;310:15

standpoint (1)

 218:6

stands (4)

 49:10;125:17;

 147:18;237:5

stark (1)

 258:13

Stars (1)

 256:10

start (20)

 17:13;22:9,10;25:12;

 40:2;54:3;72:5;88:24;

 96:1;132:20;136:18;

 146:6;156:8;187:23;

 221:5,5;223:18;

 236:20;258:20;276:2

started (5)

 76:24;83:6;147:5;

 189:16;266:19

starting (8)

 9:3;71:22,24;73:21;

 113:24;200:14;231:4;

 259:13

state (61)

 17:17;22:7;29:25;

 31:22;37:10;42:11;

 44:12,17,18;53:12;

 62:9,12,21,21,22;64:6;

 65:14,22,24;67:16;

 68:8;69:9,13,17;70:20;

 71:15,23;72:6;75:22;

 76:11,19;79:20;81:1,6;

 82:3;86:13;88:13;

 89:10;98:5;99:7;109:5;

 127:22;142:4;155:8;

 162:21;163:8;187:12;

 209:10;220:11;223:6;

 229:1,14;230:2,16;

 238:11,11;251:18;

 279:6;284:10;303:21;

 307:11

stated (10)

 29:15;64:20;127:19;

 130:16;151:1;171:12;

 172:1;218:9;286:11;

 302:1

statement (32)

 43:8;84:4;97:8;

 101:11;102:25;108:15;

 109:11;114:11;122:24;

 137:23;143:21;151:8;

 152:8;164:12;175:13,

 21;179:7;197:13;

 214:15;219:15,19;

 220:14;229:4;239:22;

 269:17;270:17,23;

 277:11;278:22;282:2;

 284:14,24

statements (7)

 13:7;143:17;163:5;

 165:19;254:7;282:3;

 301:2

states (9)

 20:21;32:2;127:23;

 128:5,8,11;140:10;

 165:2;294:9

Station (1)

 295:18

status (9)

 56:19;116:1;164:13;

 166:20;204:19;276:15;

 277:3;286:13;287:22

statutory (6)

 62:9,12,18;68:4;

 71:23;72:6

stay (72)

 10:6,7,12;11:18;

 13:13;15:19;16:4;

 17:13;19:8;25:7;26:7,

 7,20;29:11;30:15,20;

 33:10;37:6,8,12,14,21;

 40:5,17;41:6;42:7,10,

 14;43:11,14,23;44:9;

 46:15;47:24;50:1,9,16;

 51:19;52:10,24,24;

 53:7,11;56:8;59:17,25;

 60:3;62:2;63:10,20;

 64:18;72:23;76:7,17,

 19;79:3;80:2;81:4,23,

 23;88:7,19;91:4;93:5;

 157:5;159:6,7,9;

 160:25;203:22;234:21;

 242:23

stayed (5)

 45:10;47:6;176:12;

 178:21;179:6

staying (1)

 80:24

stays (1)

 159:24

step (9)

 48:2;73:22;141:13;

 206:23;207:4;252:2;

 259:24;266:23;267:19

Stephen (1)

 288:6

steps (2)

 185:8;285:11

Steve (1)

 243:16

stick (5)

 126:4;131:17;

 205:19;224:25;295:15

sticking (1)

 301:12

stifle (1)

 170:15

still (52)

 16:1;22:16;33:3;

 36:20;42:5;43:14;

 44:16,23;45:10;46:3;

 50:2,5;51:2,16;55:20;

 57:8,13;58:9;100:19;

 101:15;105:3,4;

 106:19;108:13;109:5;

 122:23;123:24;145:6;

 148:6;164:22;167:13;

 180:6;184:2,6;197:2;

 199:16;206:16,16;

 223:17;231:13;246:25;

 255:25;256:17;259:22;

 260:11;261:3;265:1;

 284:16;301:18;303:4;

 305:15;308:3

stip (4)

 92:8,9,13,13

stipulate (3)

 92:2;254:12;310:3

stipulated (2)

 159:11;201:25

stipulation (11)

 20:9,10,12,21,22;

 21:5;47:25;89:21;

 121:17;204:20;307:15

stock (22)

 114:18;135:5;

 137:12,23,25,25;138:8,

 13,16;142:7,10;202:1,

 15;222:12;225:13,15,

 17,17;232:18;250:23;

 298:10,11

stock's (1)

 137:20

stone (2)

 115:15;242:11

stood (3)

 62:8;216:17;253:2

stop (12)

 38:17;125:25;

 132:23,23;168:5;

 170:15;177:9;191:5;

 219:18;227:2;246:18;

 252:12

story (2)

 19:11;67:18

strategy (1)

 25:17

Strauss (1)

 160:21

street (1)

 287:5

strengthening (2)

 234:23,24

stretch (3)

 150:8,9;183:9

strike (1)

 231:16

strikes (2)

 212:13;216:2

strokes (1)

 246:19

strong (1)

 97:22

strongly (5)

 94:23;134:23;

 135:11;180:19;245:1

struck (2)

 86:23;139:5

structural (1)

 179:9

structure (5)

 180:24;214:23;

 218:10;234:7;269:6

structures (1)

 256:20

struggle (1)

 129:23

struggled (1)

 15:15

struggling (3)

 88:13;264:6;265:3

stuff (6)

 202:23;229:21;

 242:6;248:15;277:2;

 306:12

stumble (3)

 130:1;285:8,16

subject (18)

 62:13,14,25;112:15;

 115:16,17,18;145:20;

 148:6;154:15;201:13;

 242:23;246:25;248:20;

 252:25;274:9,13;

 294:11

submit (4)

 92:9;141:9;278:22;

 305:10

submitted (5)

 74:15,19;125:18;

 145:10;305:9

subparagraph (1)

 119:11

subro (20)

 116:12,15;129:14;

 150:21;158:16,18;

 167:24;168:4;182:22;

 190:12;196:18;200:13;

 201:1;202:10,12;

 205:16;232:1;259:14;

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(34) spend - subro Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 346

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 265:24;266:2

subrogation (45)

 101:3;104:20;

 106:13,15,18,20;108:8;

 110:11;112:3;113:3;

 115:14;116:19,24;

 117:1;121:15;123:2;

 124:16,20;139:4;

 144:7;146:14;147:8;

 166:2;170:11;177:22;

 222:16,19;253:3;

 258:5;259:20;260:15;

 261:2;274:15;289:23;

 292:15;293:13;294:6,

 10;295:7;296:3;

 297:25;298:5,15;

 305:7;306:19

subros (9)

 137:24;189:20;

 190:21;195:10;197:18;

 199:22;202:9,15;

 281:11

substantial (4)

 11:7;110:21;223:10;

 224:18

substantive (7)

 63:13;99:21;123:19;

 127:25;128:8;136:6;

 156:2

substantively (1)

 128:22

subtle (3)

 196:13,14,15

subtlety (1)

 188:4

succeed (1)

 301:20

success (1)

 218:4

successful (8)

 59:5;62:2;106:5,5;

 110:25;113:6;144:16;

 262:5

successfully (4)

 137:7;138:10;

 148:16;289:6

succinctly (1)

 29:25

suddenly (2)

 149:13;238:21

Sue (6)

 12:17;39:9,12;72:23;

 80:20;252:9

sued (6)

 80:20;137:5,10;

 249:8,18;252:11

suffered (1)

 41:7

suffers (1)

 232:21

suffice (2)

 140:8;304:9

sufficient (3)

 91:22;119:6;295:16

suggest (7)

 88:18;94:5;231:12;

 295:13;299:22;309:14;

 310:10

suggested (4)

 159:8;230:23;241:5;

 245:12

suggesting (4)

 14:2,3;25:22;59:4

suggestion (5)

 47:20;127:13;131:6;

 147:13;172:14

suggestions (1)

 144:18

suggests (2)

 170:25;171:2

sui (1)

 300:21

suing (2)

 252:12,21

suit (3)

 77:9;80:19;250:3

summarize (2)

 154:4;162:18

summarizing (1)

 17:4

summation (1)

 226:17

summoned (1)

 230:6

Superbowl (1)

 297:14

Superior (25)

 30:20;35:14;36:14;

 56:25;59:3;62:17;

 65:25;80:4;81:4;86:24;

 87:9;88:23;89:7;90:12;

 91:14;92:9,22;110:23;

 111:15;132:22;133:14,

 21;160:8;237:4,4

supervised (2)

 155:4;229:6

supplant (1)

 149:13

supplement (1)

 151:8

supplemental (2)

 74:1,12

support (27)

 9:20;30:4;96:22;

 97:17;105:15;110:17,

 18;111:17,19,23;112:2,

 3,21;134:23;143:23;

 144:2,3,24;170:22;

 187:24;189:23;202:18;

 217:24;228:9,21;

 255:24;275:7

supported (6)

 9:19;134:18;173:25;

 208:14;249:21;266:23

supporting (4)

 56:14;131:14;195:5;

 249:25

supportive (3)

 190:10,11;203:12

Suppose (8)

 26:18;53:3;67:5;

 71:8;115:8;159:16;

 238:15;275:7

supposed (15)

 19:24;42:12;72:3;

 114:2;117:5,9,13;

 161:25;175:17;180:7;

 185:18;236:11,12;

 271:9;304:11

sure (63)

 12:11;24:13;32:7;

 33:17,19,24;41:18;

 46:9,14;48:6,24;50:21;

 60:22;61:4,24;68:12;

 69:1;73:18;75:18;80:1;

 97:10;101:25;107:17;

 108:12,17;112:13,17;

 124:15;131:22;136:21;

 139:8,25;157:2;161:6;

 166:5;168:6;186:22;

 187:8;191:4;193:12,

 12;194:9;199:19;

 202:5;205:23;214:16,

 21,24;222:4;234:21;

 238:17;240:25;243:21;

 250:10,24;256:19;

 266:25;272:22;293:9;

 298:2;300:24;303:11;

 308:5

surprise (3)

 97:13;298:23,23

surprised (3)

 156:8;160:17;278:20

surprises (3)

 293:11;304:7,19

surprising (1)

 64:23

surprisingly (1)

 112:20

survive (2)

 129:19;130:4

survivor (1)

 215:7

survivors (5)

 219:1,2,9,13,23

suspect (2)

 91:15;185:3

Swain (1)

 303:22

swamp (1)

 153:5

switch (4)

 48:23;64:4;199:18;

 232:16

switched (2)

 301:14,15

switching (2)

 227:8;228:9

sympathetic (2)

 38:18;90:5

system (5)

 64:7;84:24;85:1;

 226:24;279:10

T

table (26)

 72:15;136:8;141:1;

 151:13;153:20,20;

 160:3;168:25;181:6;

 184:19,24;196:17;

 213:3;215:18;229:23;

 240:6,11;241:6,7;

 245:12,14,15;251:13,

 15;259:5;265:15

tactic (1)

 80:3

talk (17)

 31:24;84:8;111:16;

 159:14;190:10;195:12;

 207:18;227:6;232:13;

 262:15;263:18;269:2;

 273:13,23;286:3;

 302:17;310:20

talked (5)

 237:6;240:22;253:6;

 255:14;278:15

talking (17)

 43:16;92:19;122:2;

 168:13;176:14;193:20;

 199:23;201:13;210:19;

 233:19,21;236:15;

 238:18;239:5,6;269:7,

 20

task (1)

 181:8

TC- (1)

 146:21

TCC (113)

 9:19,21;10:8;11:19;

 13:19;30:3;35:7;39:10;

 94:9,23;96:19;97:17;

 100:9,12;103:8;106:7;

 108:24;116:14,25,25;

 117:1;121:24;123:2;

 125:20;127:8,10;

 129:1,13,16,23;130:1,

 20;131:2,4,13,13;

 132:15;134:17;136:8;

 139:5;144:19;145:5,6,

 12;152:9,16,25;158:7,

 9;160:7;161:10;

 164:17;169:23;173:9,

 14,25;180:7,10,12,13;

 183:1;186:17;187:25;

 190:12,15;191:1,1;

 193:14,19;194:2,12;

 195:10;197:16;204:19,

 23;205:4;208:23;

 214:1;215:8;219:10,

 11;220:22;221:25;

 222:16;224:12,15,24;

 225:8;226:10;228:20;

 231:5;237:3,3,7;251:6;

 252:11;255:23;257:11;

 259:20;260:13,15;

 261:3,17;263:23;

 265:25;266:1;278:18;

 288:25;291:14;294:8,

 10;298:6;303:3

TCCs (1)

 260:2

TCC's (6)

 96:21;153:24;225:2;

 239:15;248:25;285:10

team (4)

 71:1;243:22,23;

 297:16

tear (2)

 76:25;77:2

tearing (1)

 77:17

technical (1)

 309:2

technically (1)

 298:6

Ted (2)

 41:21;72:11

teed (2)

 298:1;304:11

Tehama (1)

 137:6

telling (3)

 30:3;107:9;219:18

tells (2)

 43:24;162:2

temporarily (3)

 148:24;149:1,4

temporary (10)

 127:15;147:13,14;

 148:2;149:19,21,22,24;

 152:18;223:17

ten (5)

 23:16;24:3;42:22;

 123:17;183:24

tenant (1)

 202:13

tend (1)

 29:24

tender (1)

 14:9

tends (1)

 266:18

tens (5)

 152:10;192:13;

 225:1;299:15;300:19

tents (1)

 236:18

term (8)

 11:8;21:16;113:24,

 25;126:7;170:6;

 180:23;208:4

terminate (5)

 111:20;200:10,13;

 232:4;291:16

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(35) subrogation - terminate Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 347

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

terminated (13)

 65:7;67:23;73:17;

 111:22;158:5;173:13;

 174:19;190:3,4;197:3;

 290:8,11;300:3

terminates (1)

 176:1

terminating (1)

 262:6

termination (5)

 104:12;108:21;

 127:20;290:15;303:14

terminology (1)

 60:11

terms (35)

 18:17;23:12;60:12;

 76:18;107:3;123:10;

 126:24;127:8,9;

 143:19;159:18;160:24;

 161:1;174:2;175:3;

 179:2;180:15;199:13;

 212:25;221:18;222:5,

 11;232:9,9;234:10;

 235:4,20;237:21;

 244:20;246:3;250:9;

 260:23;263:21;267:2;

 278:10

territory (1)

 82:14

test (1)

 244:9

tested (2)

 64:14;216:20

testifying (1)

 202:17

tethers (1)

 171:25

Thanks (2)

 164:24;167:1

That'll (1)

 119:23

theory (2)

 67:21;215:15

thereby (1)

 147:22

therefore (12)

 39:8;64:25;87:20;

 97:15;161:12;170:12;

 172:2;188:3;206:9;

 207:18;293:22;309:2

there'll (1)

 119:12

thinking (8)

 90:19;126:24;

 140:12;141:5;185:14;

 293:21;296:13;302:3

third (3)

 129:5,6;233:20

third- (1)

 294:23

third-party (3)

 294:7,7,19

thirteen (12)

 115:15;140:23;

 145:2,4;157:17;158:5,

 22;187:17;264:9;

 286:24;289:12;292:20

thirteen- (1)

 277:12

thirteen-and-a- (1)

 189:7

thirteen-and-a-half (4)

 157:10;188:21;

 191:12,14

thirteen-and-a-half- (1)

 130:23

thirteen-and-a-half-billion-dollar (4)

 22:17;53:24;146:24;

 187:24

thirty (1)

 142:18

thirty-six (1)

 201:24

thirty-two (1)

 39:13

thirty-two-year-old (1)

 12:21

though (14)

 17:18;19:7;23:2;

 63:21;66:15;68:25;

 80:14;82:15;119:20;

 125:9;232:24;251:1;

 280:12;306:25

thought (26)

 17:20;29:9;63:24;

 99:5;100:10;102:3;

 121:16;127:12;137:13;

 148:25;149:20;150:4;

 168:7;185:11;191:16;

 213:5;218:4;247:22;

 251:18;266:13,25;

 278:13;293:6,22;

 307:18;309:21

thoughtful (1)

 303:25

thoughts (1)

 293:10

thousands (12)

 118:13;140:11;

 152:10,11;168:19;

 224:22;225:1,6;247:3,

 5;299:15;300:19

threatened (1)

 289:2

threatening (3)

 203:6;288:24,25

threatens (1)

 86:13

three (26)

 8:12,16;10:11;19:4,

 6;25:4,10;37:4;73:22;

 76:6;95:15;107:13,14;

 112:24;140:10;165:13;

 166:13;223:5;235:2;

 248:23;249:22;270:16;

 294:14,16;310:16,17

thrilled (1)

 242:9

throughout (1)

 40:20

throwaway (3)

 112:8,11,12

thrust (5)

 161:3,9;291:3,4,6

Thursday (1)

 260:1

thwarts (1)

 169:17

tied (4)

 22:5;247:6;265:15,

 17

till (1)

 125:5

timely (1)

 291:22

times (6)

 107:13;137:5;

 169:25;206:13;248:11;

 288:16

timing (8)

 19:7;25:14;59:4;

 128:5;135:2;238:2;

 240:2;258:7

tired (1)

 288:13

title (5)

 77:22,23;79:15;86:6,

 13

today (130)

 8:10;10:10;12:17,23;

 13:6;15:16;19:25;

 21:12;22:18;25:18,19;

 31:6;35:6,13;37:10;

 41:12,24;42:3;43:11,

 11;44:9;47:13;49:14;

 57:22;58:18;87:4;

 93:24;94:3,11;95:12,

 20;96:22,24;98:11;

 100:20;101:20;105:11;

 108:8;109:16,16;

 112:16;115:13;118:8;

 120:16;125:19;127:7;

 128:7;130:2,12;

 134:15;135:12;136:8;

 140:22;143:8;145:16;

 146:4,10;149:15;

 153:10;159:8,10;

 162:1,18;164:14;

 165:3,20;166:25;

 167:6,7;171:8;172:21;

 173:15;181:7;186:13,

 19;204:16,22;205:6;

 209:13;214:18,23;

 215:5,18;216:13;

 218:12,16;225:11,21;

 229:9;231:8;237:24;

 238:1,3;242:3;243:1;

 248:14;250:2;251:5,

 13,17,19;252:8;

 256:13;257:2,3,16,18;

 258:9;260:22,25;

 262:22;266:20;269:21;

 276:7;280:10,14;

 285:10;286:6;289:3;

 292:13;294:2,5;296:4;

 298:4;300:8,9;302:6;

 304:3,5;310:11

today's (16)

 8:21;25:15;31:1;

 35:19,25;36:13;99:23;

 108:13;109:1;116:18;

 127:11,16;153:13;

 155:14;214:20;215:4

Todd (4)

 9:9;61:18;62:9;66:9

together (19)

 13:15;104:18;

 105:15;147:25;154:15;

 176:15;186:2;216:10;

 224:25;228:15;241:18;

 243:19;253:14;265:12;

 269:15;270:11,12;

 272:12;275:6

told (23)

 20:20;23:18;125:3,5;

 126:5;134:4;138:1;

 142:17;163:9;180:1,2;

 185:9,25;230:14;

 240:8;244:19;245:13;

 249:11;253:3;258:17;

 259:16;263:2;300:11

tomorrow (3)

 125:14;287:25;

 304:13

took (12)

 68:22;134:17;135:1;

 137:6;138:4;166:12;

 195:4;203:16;222:6,

 17;259:14;298:1

tool (1)

 90:15

toolbox (1)

 90:15

top (2)

 207:6;287:10

topic (2)

 233:6;265:5

topics (4)

 48:23;64:4;199:18;

 232:16

tort (61)

 10:3;11:14;104:9;

 106:14,17,25;110:8;

 111:18;113:2,3;

 114:16;131:20;134:15,

 16,20,20,21,24;135:4;

 152:5;155:6;158:14;

 163:8,10;165:15;

 173:4;188:9;189:7;

 197:16;201:8,12;

 202:2;214:19;221:8,

 12,13,20;222:2,13,20;

 223:2,12;224:16;

 225:1,7,7;228:7;

 233:25;237:25;241:1;

 243:6,7;277:6;278:7;

 282:11;288:25;289:1,

 22;292:2,4,21

torts (19)

 189:21,21,24;190:5;

 193:2;195:22;201:3,

 10,12,24;205:8,20;

 206:14;278:8,11,11,21;

 279:8,22

toss (2)

 297:14,15

total (1)

 18:2

totality (1)

 179:13

touch (2)

 193:3,4

touched (2)

 160:7;293:15

tough (4)

 78:12;241:10;244:7;

 295:22

toward (3)

 37:8,14;248:3

towards (5)

 44:3;205:20;215:10;

 252:3;257:6

tower (2)

 18:2,14

town (2)

 137:21;178:6

track (5)

 116:2;129:24,24;

 144:9;159:24

tracks (1)

 173:11

tradeoffs (1)

 139:3

traditional (1)

 59:15

tragedies (1)

 300:19

tragedy (2)

 47:18;58:12

tragic (1)

 58:10

trails (1)

 308:9

train (1)

 285:18

transaction (1)

 267:18

transcript (8)

 161:3;190:20;191:7;

 203:9,15;269:11;

 276:6,10

translates (1)

 19:9

transparent (2)

 154:24;226:5

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(36) terminated - transparent Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 348

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

transpire (1)

 140:15

transpired (1)

 239:16

trap (2)

 33:17;308:5

traps (2)

 246:3;295:8

travelers (1)

 252:14

tread (2)

 161:1;198:23

treat (1)

 199:3

treated (3)

 126:21;177:23;226:8

treating (3)

 51:22;52:4;126:19

treatment (18)

 96:23;110:9;126:13,

 19;154:12;184:10;

 185:2;188:9;190:25;

 195:25;211:12;215:2;

 217:21;222:2;289:19,

 22,22,23

tree (14)

 249:7,10,19,21,23,

 24;250:4,13;251:2;

 252:9,12;254:5,6,10

Trees (1)

 249:18

tremendous (2)

 192:12;255:10

trial (61)

 14:13;21:1;22:19;

 24:2;26:6;30:18,23;

 31:3;35:15,18;36:2,9;

 37:16;41:1;42:12;

 43:18;44:15;45:5;46:7,

 12,15;47:6,20;49:8;

 54:4;55:5;59:3;68:4;

 79:21;80:4,14;86:7,9;

 88:14,20;89:6,8,8;

 90:2;92:2;110:23;

 119:9,20;124:3;

 132:13,20;137:6;

 155:7;226:17;231:4;

 233:11;236:20;244:18,

 22;245:15;258:20,24;

 261:22,25;262:4;

 289:21

triggered (1)

 239:14

triggers (1)

 33:3

trimmer (1)

 249:10

trimmers (2)

 249:7;252:9

TRO (1)

 252:11

trouble (2)

 61:10;176:19

Troy (11)

 127:23;164:2,5,5,12,

 16,24,25;310:15,19,25

true (23)

 10:11;36:25;49:15;

 57:1;58:7;64:1;66:1,2;

 82:19,21;84:4;153:14;

 178:16;192:21;245:13;

 249:16;250:11,11;

 264:11;267:24;295:2;

 300:18;310:19

truly (2)

 223:3;295:7

trust (81)

 10:8,18;11:21;14:6,

 18,21;15:3,12,15;19:3,

 3;21:14;22:21;23:1;

 25:6;27:5,9;30:7,8;

 33:12,12;50:10,11;

 51:12,23;52:2;53:4,16,

 24;60:9;64:13;118:1,3,

 3,13,23,25;119:5;

 127:5,9;132:9;142:14;

 144:20;145:2;146:12,

 14,22,25;147:6,8,8,11;

 151:12;154:6,11,13,17,

 18;163:1,3,7,12,16;

 173:6;181:9;202:1;

 225:16,18,22;226:1,11;

 229:7;249:14;252:21,

 23,25;256:20;265:11;

 271:20;289:8;309:5

trustee (27)

 14:6,9;22:4,5,6;

 25:10;27:13;50:5,6,11;

 52:11;53:5,15,17;

 58:24;128:5,8,11;

 144:25;155:5;165:2,3;

 209:5;226:7,7;294:9;

 297:7

trustee's (2)

 52:12;165:5

trusts (3)

 146:13;147:6,7

truth (2)

 37:12;188:8

try (31)

 14:7;26:17;32:12;

 42:10;44:8;52:16;59:7;

 68:25;71:21;77:21;

 79:17,24;81:3;83:23;

 87:1,2;99:22;178:3;

 179:21;191:23;193:10;

 197:9;206:14;207:5;

 235:3,8;243:2;247:21;

 254:25;266:16;288:7

trying (24)

 33:15,17,19;34:15;

 48:14;54:5;79:21;90:2;

 115:1;120:4;121:8,8;

 185:20;191:2;223:8;

 241:8,14;249:10;

 255:10;279:14;280:24;

 287:21,21;306:6

TSA (3)

 127:18;261:1,2

Tsekerides (136)

 8:9,11,15,18,20;9:4;

 23:23;31:23;41:10,15,

 18,21,21;42:1,3,5;43:3,

 5,8;44:2,5,7,12,16,20,

 22;45:2,6,12,17,23,25;

 46:9,11,14,17,21,25;

 47:5,8,12,17,19,23;

 48:3,6,10,13,19,24;

 49:2,7,10,13,15,21,24;

 50:12,14,16,19,21;

 51:1,4,6,9,11,17,24;

 52:3,8,15,20,22;53:6,9,

 11,17,19;54:2,8,12,15,

 21,23;55:6,8,11,13,16,

 18,20,23,25;56:2,4,9,

 11,16,19,23;57:1,3,5,8,

 11,15,18,20,23;58:1;

 60:5,17,20;61:1,3,6,8,

 15;72:7,10,11,16,23;

 73:4,7,10,12;74:5,7,16,

 21,23,25;75:3;202:17

Tubb (2)

 215:2;258:24

Tubbs (41)

 21:20;26:9,9,20;

 27:2,5,23;28:20;37:18;

 110:23;117:8,11,23;

 118:17;119:8;120:10;

 124:3,21;126:14,19;

 130:25;131:22;132:19;

 133:10,13,25;140:3,17;

 215:7;231:4;233:11;

 244:18,21,22;245:1;

 258:20;261:22,25;

 262:4;287:7;289:21

TUESDAY (2)

 8:1;125:7

tune (1)

 112:24

tunnel (1)

 248:1

turn (12)

 11:22;95:6;101:9;

 120:14;155:19;195:19;

 215:12,17;241:20;

 242:6;275:20;293:2

turnarounds (1)

 57:11

turned (1)

 111:24

turning (1)

 309:19

tweak (1)

 97:24

twelve (7)

 168:8;263:5;276:8,

 13;277:11;283:1;

 286:10

twelve-billion-dollar (1)

 202:13

twelve-month (1)

 283:4

twelve-page (1)

 276:6

twelves (1)

 286:10

twenty (6)

 135:5,21;276:5;

 283:19;292:18;304:22

twenty- (1)

 308:20

twenty-one (2)

 27:3;308:21

twenty-two (2)

 68:20;307:20

twice (2)

 37:3;49:19

two (65)

 12:16;25:7;35:8;

 36:19;42:5,6,25;43:1;

 48:13;49:18;50:24;

 52:17;56:9;58:25;

 67:18;74:2,3,4,11,13;

 90:25,25;91:22;93:3;

 94:13,15;102:1;118:8;

 124:12;131:20;140:13;

 144:1,22;146:13;

 147:7;148:10;165:18;

 172:7;178:7;183:2;

 187:23;190:4;197:18;

 218:2;227:5;228:8;

 232:4;235:2,9;249:17,

 19;255:12;258:10;

 259:6;264:24;266:21;

 269:9;281:7;286:17;

 287:1,6;299:8;302:7;

 304:14;308:21

tying (2)

 70:18;169:11

type (1)

 51:20

typical (1)

 150:16

Typically (1)

 151:17

U

UCC (2)

 169:12;228:5

UCC's (1)

 248:19

ultimate (4)

 179:15;181:16;

 190:13;285:16

Ultimately (12)

 54:12;158:24;159:3,

 8;180:14;199:16;

 203:9;204:7,12;

 256:21;258:10;309:13

umbrella (1)

 252:25

Um-hum (12)

 49:2;52:22;55:16;

 93:7;97:9;98:21;

 172:25;182:15,18;

 184:4;234:19;249:12

unable (2)

 202:10;226:22

unaware (1)

 84:23

uncertain (1)

 244:20

uncertainties (3)

 209:14;228:15;

 244:23

uncertainty (1)

 244:11

uncharted (1)

 82:14

unconfirmable (6)

 172:2,3;174:1;210:8;

 284:11,14

Under (47)

 24:5;27:3;31:6;32:5,

 15;53:6,19;60:7,9,9;

 63:17;68:5;76:11,18;

 78:14;83:17;87:23;

 90:6;105:21;108:4;

 129:8;132:23;179:2;

 182:11;188:10,19;

 192:19;194:12;195:24;

 200:12;201:7,23;

 208:8;222:3;238:2;

 239:23;252:24;259:14;

 265:9;267:23;275:19;

 292:9;293:14;295:25;

 297:18;307:14;308:12

undercard (1)

 8:11

Underhill (2)

 294:17;295:2

underlying (4)

 77:9;84:25;169:11;

 203:12

undermine (2)

 250:8;290:1

underpaying (1)

 208:6

understandable (1)

 98:24

understands (3)

 33:10;122:25;222:4

Understood (9)

 39:3,6;85:8;131:22,

 25;142:7;148:22;

 215:19;247:16

undertaken (1)

 221:14

underway (2)

 73:21,22

underwriters (1)

 138:1

undisputed (1)

 192:11

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(37) transpire - undisputed Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 349

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

uneffective (1)

 215:25

unequivocally (6)

 60:2;171:12;172:1,

 11;180:3;187:25

unfair (4)

 27:12;37:2;118:9;

 240:25

unfamiliar (2)

 178:9;194:15

unfolds (1)

 292:19

unfortunately (1)

 225:20

unhappy (1)

 141:18

UNIDENTIFIED (7)

 75:16,19;95:1;

 273:15,18;274:2,6

unimaginable (1)

 269:7

unimpaired (26)

 97:19,21;105:1;

 108:4;110:24;111:11;

 177:23;195:24;210:22,

 24;256:24;267:4,6,16,

 17,23;280:11,12,14;

 283:24,25;292:9;

 297:23;301:9;307:21,

 24

unimpairment (1)

 211:13

union (3)

 63:11;72:4;73:14

unique (3)

 65:13;66:3;77:8

UNISON (3)

 8:7;311:2,6

United (6)

 127:23;128:5,8,11;

 165:2;294:9

unknown (1)

 219:2

unlawful (1)

 295:23

unless (26)

 25:16;31:14;32:20;

 36:7;49:8;59:5;80:7;

 81:15;91:9;125:21;

 130:3;131:9;135:23;

 136:16;148:18;159:20,

 23;166:24;182:25;

 213:21;234:6;251:6;

 271:16;283:25;296:7;

 309:25

unlike (1)

 21:4

unlikely (4)

 158:2;178:17;180:5;

 196:25

unliquidated (10)

 33:2;148:25;149:3,9,

 22,25;305:24;307:11;

 308:4;309:25

unprecedented (1)

 276:13

unreasonable (1)

 275:9

unrelated (1)

 180:24

unreported (1)

 295:19

unrepresented (1)

 72:13

unresponded (1)

 248:22

unsafe (2)

 62:8;65:8

unsecured (6)

 107:23;167:11;

 180:16;231:16;308:8;

 309:9

unsuccessful (1)

 62:1

unthought-out (1)

 137:13

unusual (2)

 33:22;268:1

unwary (1)

 295:8

unwrite (1)

 59:8

up (104)

 9:22;10:18;23:24;

 26:5;27:4;31:25;42:17;

 43:13,18,25;44:10;

 54:4;57:19;62:8;66:9;

 80:24;82:2;89:7;90:22;

 96:17;103:5;109:5;

 111:9;118:23;126:17;

 128:25;135:15;138:13;

 142:13,18;146:3;

 147:21,25;152:12;

 154:2;159:24;160:4;

 161:20;162:9;167:6;

 171:4;180:9,11,25;

 181:23;182:7;184:20;

 188:5;189:5,9;190:23;

 191:9,14,23;192:2;

 194:2;199:15;204:13;

 208:19;213:8;214:11;

 216:17;218:25;228:2;

 229:21;230:15;231:25;

 232:12,23,25,25;

 236:19;237:5;238:22;

 247:4,6;248:11,21;

 249:6;256:18;259:13,

 24;264:24;265:10;

 267:11;268:8,9,22;

 276:7;277:12,17;

 278:20;283:1;285:19;

 287:18;290:3,3;294:8;

 298:2,15;304:11;

 306:1;307:9,11

upended (1)

 299:17

upfront (1)

 269:15

upload (1)

 301:25

upon (18)

 58:25;59:3;60:3;

 103:8;164:21;178:11,

 12;183:7;190:23;

 199:9;200:13,19;

 201:11;202:8;271:9;

 277:3;279:15;287:22

upside (2)

 195:19;277:24

upstairs (5)

 122:15,16;135:15;

 240:9;286:13

urge (5)

 94:23;104:19;

 135:11;181:16;292:22

urgency (1)

 122:25

urging (2)

 167:24;193:25

use (17)

 54:5;59:23;111:15;

 126:6;136:1;139:24;

 170:3,5,10,12;185:12;

 244:9;253:12;286:16,

 24;287:23;296:16

used (6)

 43:25;126:7;173:22;

 245:7;253:10;286:20

uses (1)

 253:12

using (3)

 201:3;205:18;309:16

usual (2)

 83:9,10

usually (2)

 170:6;176:22

Utilities (4)

 128:15;140:11;

 223:6;229:6

utilization (1)

 298:13

utterly (2)

 178:8;275:1

V

Valero (17)

 11:17;13:11,13,16,

 20;19:13;20:8,18,19,

 22;21:5;25:7;42:20,20;

 43:9;55:19,21

Valero's (3)

 20:24;25:9;26:23

valuable (1)

 189:4

valuation (1)

 241:1

value (16)

 157:18;158:14;

 191:3;199:12;201:9;

 204:20;205:4,9,11;

 206:17;228:14;233:12;

 278:11;279:20,21,22

valve (1)

 237:22

vaporize (1)

 289:14

vaporizes (1)

 289:13

variable (1)

 194:23

variables (1)

 194:21

variations (1)

 186:2

various (3)

 164:6;225:11;302:6

vast (6)

 134:22;224:15;

 243:18;245:7;274:22;

 282:17

vendor (3)

 169:14;171:9;186:10

vendors (3)

 250:25;252:7,10

verbatim (1)

 286:9

verdicts (1)

 36:24

version (3)

 15:10;231:11;239:23

versus (6)

 177:11;193:25;

 215:3;262:11;296:19;

 305:24

veto (5)

 103:9,11,14,14,14

viability (1)

 211:20

victim (13)

 21:19;32:4;96:22;

 97:18;127:5;147:23;

 220:14;226:10;232:16,

 23;234:2,2,10

victims (61)

 10:13,15;14:22;

 19:20;22:21;24:22;

 27:21;30:3;47:16;

 53:22,23;58:7;59:9;

 101:2;118:9;126:14,

 18;130:25;132:2;

 140:19;142:10;143:6,

 23;144:19;169:3;

 170:18,21,23;171:22;

 177:19,25;178:8;

 199:21;215:3;223:12,

 16;225:15,19;242:13;

 243:6;247:3,6;249:15;

 252:15;253:10,11;

 256:7,10,18,22;257:6,

 10;258:11;261:20;

 281:17,17;299:16,24;

 300:7,11,19

victims' (3)

 226:20;232:19;243:7

victim's (1)

 163:3

view (32)

 16:8;22:1;25:21;

 79:25;90:18;98:3;

 131:1;146:19;150:6;

 163:9;224:21;232:19;

 242:1;247:15;248:2,

 25;250:2;251:25;

 252:1;254:18;255:1,3;

 260:17,18;277:24,25;

 285:1;295:13;299:6;

 300:8,13;304:10

views (2)

 76:17;130:16

violating (3)

 207:14;212:20,20

virtually (3)

 47:25;48:1;168:3

vis (8)

 50:11,11;53:5,5;

 54:19,19;208:7,7

vis-a-vis (1)

 196:10

visualize (1)

 234:1

Vlazakis (10)

 8:15;74:25;75:11,21,

 23;84:3,4,7,9;86:20

voice (6)

 30:17;35:17;232:3;

 267:7,8;274:24

volition (1)

 274:6

voluntary (2)

 201:7;295:15

vote (26)

 105:1;141:17,19;

 153:3,5;172:8;177:13,

 24;193:25;194:3,4,5,6,

 10;195:6,7;197:20,21;

 200:1;201:17;225:2;

 233:2;234:25;236:22;

 239:23;282:15

voted (1)

 177:25

voter (1)

 280:19

voters (7)

 193:9;201:17;

 280:24;281:12;282:5;

 284:21,21

votes (6)

 149:4;270:2,19;

 271:13,13;284:25

voting (17)

 115:19;127:15;

 146:11;148:3,18;

 149:24;150:15;152:24,

 24;153:12;163:20;

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(38) uneffective - voting Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 350

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 168:21;177:19;194:11;

 195:5;210:14;211:25

W

wage (1)

 69:7

wages (1)

 68:21

wait (21)

 27:12;31:9;35:10;

 37:21;125:5;155:17;

 162:2;194:8;197:14;

 200:20;203:23;211:2;

 253:22,22,22;259:16,

 25;267:15;275:15;

 304:4,4

waited (1)

 25:5

waiting (8)

 19:4,5;22:9;42:16,

 18;106:19;125:18;

 223:12

waive (1)

 127:19

waived (1)

 127:21

waiver (1)

 68:3

wake (1)

 181:23

walk (9)

 191:2;193:13,16;

 261:8,21,23;262:1,3;

 287:5

wall (8)

 76:24;77:2,17;80:6,

 15,21;82:23;83:3

wants (23)

 33:23;76:25;89:23;

 126:21;127:8;152:13;

 158:4;171:5;186:5;

 191:11;213:14;227:22;

 228:4,5;234:4;258:1,2;

 270:4;271:17;288:21;

 297:3,3,5

waste (1)

 254:9

Watts (1)

 243:17

way (95)

 12:1;18:5;19:19;

 25:2;26:17;28:11;

 32:12;38:22;43:9;

 45:15;46:15;50:20;

 52:16;53:1;54:8;59:17;

 64:14;65:24;66:6;

 70:24;73:14;76:25;

 78:4;85:5;87:2,10,18;

 96:24;99:22;100:12;

 101:10;102:9;106:5,8;

 113:6;115:10,12;

 120:21;126:8,23;

 135:24;138:21;141:15;

 143:22;147:20;152:19;

 177:7;178:22;181:12,

 13;183:4;189:16;

 193:11;194:17,17,18;

 197:9;199:21;210:7,

 15;212:21;213:8;

 225:3;233:17;234:10;

 237:1;239:13;244:12,

 23;249:9;256:20;

 257:9,25;263:4,9;

 268:15;269:13;270:3,

 10;271:9;272:10;

 280:22;287:8,10;

 289:6;291:20;293:21,

 24;295:11,24;298:1;

 299:9;307:15;309:17;

 310:4

ways (5)

 59:14;172:6;242:6;

 275:2;284:14

week (11)

 38:14,15;83:10;

 107:21;119:4;159:7;

 164:14;247:19;260:9;

 302:15;304:18

weeks (18)

 74:4,11,13;90:25,25;

 91:22;93:3;134:17;

 167:23;175:3;205:24;

 225:21;255:12;259:15;

 268:17;293:14,16;

 294:22

weigh (2)

 30:22;267:18

Weil (2)

 41:21;288:7

weird (1)

 210:10

Weiss (1)

 166:21

Weissmann (1)

 20:18

welcome (2)

 95:22;310:22

well- (1)

 59:20

well-capitalized (1)

 222:10

well-established (1)

 67:12

Wendy (1)

 13:1

weren't (5)

 52:3,4;62:23;85:11;

 99:1

Wharton (1)

 166:22

what's (32)

 15:17;17:21;21:24;

 38:11;44:13;49:22;

 74:8;80:6;94:1;95:6;

 97:2;122:14;134:5;

 139:5;140:15;149:21;

 153:20,20;168:11;

 169:20;170:7;181:11,

 17;184:7;190:2;191:6;

 193:14;208:7;252:24;

 282:7;287:23;298:14

whatsoever (1)

 221:25

wheel (2)

 136:3;143:4

whenever (5)

 46:10,12;58:14;

 109:14;283:11

When's (1)

 89:11

whereby (1)

 14:24

where's (1)

 67:6

Whereupon (1)

 311:7

wherever (1)

 179:7

wherewithal (1)

 245:14

wherewithals (1)

 246:3

whichever (1)

 100:22

whirlwind (1)

 181:21

whistleblower (7)

 62:7,19;64:21;65:12;

 67:22;69:2;70:15

whistleblowers (1)

 67:16

whistles (1)

 219:16

whole (19)

 21:13;47:8;61:22;

 73:16;100:2;107:25;

 113:10;121:18;130:10,

 11;133:12;157:20;

 180:16;201:4;247:11;

 283:22;289:25;294:13;

 309:10

whoops (1)

 173:19

Who's (2)

 9:13;61:16

whose (6)

 118:17;230:1;

 252:10;292:8;299:14,

 16

wildfire (17)

 10:13,15;14:22;30:3;

 32:4;58:9;64:13;

 171:22;178:8;219:1,2,

 8,13,22;223:15;

 250:24;291:23

wildfires (5)

 28:12;55:4;58:8;

 99:13;299:18

willing (12)

 18:2;35:16;39:19;

 92:2,8,12,13;147:25;

 152:17;158:21;201:10;

 202:4

willingness (3)

 153:24;265:14;290:2

wilted (1)

 243:20

win (5)

 245:1;287:8;297:13,

 14,15

windfall (1)

 112:24

winds (1)

 139:15

wins (1)

 287:7

WINTHROOP (1)

 310:9

Winthrop (37)

 121:5,6,13,13,20;

 122:2,9;123:12;127:2;

 143:12,15;144:8,10,13,

 15,21;145:17;146:2,8,

 15,17,21,23;147:1,4,

 16;148:14,20,23;

 149:6;150:24;151:1;

 152:6;153:22,23;

 309:12;310:7

Winthrop's (3)

 151:10;152:14;

 224:17

wisdom (2)

 222:18;300:9

wish (10)

 35:3;97:21;136:22;

 163:15,17;186:19;

 220:5;253:25;278:6,6

wished (1)

 299:23

wishes (4)

 62:19;126:16;

 135:23;302:11

withdraw (4)

 58:15;116:14,19;

 143:8

withdrawn (2)

 266:2,2

withhold (4)

 125:1;141:20;

 259:16;304:22

within (13)

 12:5;69:3;83:10;

 106:6;111:1;147:6;

 154:12;191:10;223:8;

 228:25;245:14;270:16;

 307:20

without (33)

 20:25;26:16;45:16;

 46:5;58:24;60:10;

 70:15,15;76:19;85:6;

 87:4;98:2;122:13;

 171:3;184:2;190:18;

 193:17;204:23;205:16,

 16;225:2;235:2,20;

 240:5;241:12;244:10,

 12,18;268:3;289:12;

 290:5;297:23;303:3

won (2)

 72:24;244:25

wonder (3)

 58:15;78:21;81:6

wood (1)

 181:3

word (12)

 20:17;52:17;67:2;

 112:11;126:6;169:24;

 170:3,5;244:15;

 246:12;249:16;256:23

worded (1)

 106:16

words (30)

 16:12;32:9;51:25;

 60:6;78:18;81:3;88:4;

 94:11;97:23;111:15;

 115:1;119:10;174:19;

 175:10;181:8;183:8;

 193:10;200:12;206:18;

 210:4;212:5;230:13;

 234:11;235:13;244:10;

 248:10;269:11;291:15;

 298:6;307:24

work (23)

 14:8;22:1;48:22;

 54:25;60:21,23;68:23;

 101:15;102:8;143:20;

 147:25;153:1,3;

 159:11;172:11;225:24;

 255:10;265:12;272:12;

 286:10;302:21;310:23;

 311:4

worked (4)

 186:17;225:20;

 254:24;274:17

working (15)

 48:14,22;56:12,24;

 73:14;108:5;122:18,

 21;123:24;153:25;

 154:14;232:14;233:1;

 270:11;304:5

works (5)

 117:8;123:3;172:6;

 178:22;269:14

world (8)

 88:25;89:2;103:7;

 183:17;224:11,11;

 252:22;275:4

world's (1)

 108:23

worries (1)

 234:18

worry (6)

 32:11;149:15;

 151:15,17;234:20;

 300:20

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(39) wage - worry Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 351

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

worse (7)

 76:23;79:2;88:22,23;

 189:21;297:6;299:24

worth (6)

 137:20;143:24;

 188:10;204:9;242:1;

 299:13

worthy (1)

 244:5

wounds (1)

 247:22

wrap (1)

 57:19

wreck (1)

 285:18

write (1)

 212:5

written (3)

 108:6;293:18;302:2

wrong (18)

 87:7;90:13;112:11;

 114:25;139:18;173:21;

 181:11;195:18;218:19;

 237:23;240:14,15;

 272:15;282:7;284:1,2;

 288:23;301:3

wrongfully (1)

 73:17

wrote (2)

 176:20;248:13

Y

year (9)

 18:3;22:10;40:20;

 42:13;45:20;47:21;

 120:21;262:15;269:7

year-long (1)

 72:4

years (11)

 12:22;19:4,6;37:4;

 39:13;68:21;137:5;

 235:2,9;248:12;264:9

Year's (2)

 91:12,19

yelled (1)

 244:8

Yep (1)

 19:12

yesterday (10)

 96:19;97:12;104:10;

 111:14;112:5;137:21;

 255:21;272:14;293:19;

 298:25

young (1)

 39:15

Z

Zipes (10)

 165:4,4,7,8,10;166:5,

 7,9,10,11

ZUMBRO (12)

 303:18,20,22,22,23,

 24;304:6,12,24;308:7,

 7,18

1

1 (9)

 8:23;76:8,8,10;88:7;

 95:8;123:22;135:15;

 136:9

1.7 (1)

 23:19

1:36 (1)

 136:11

1:45 (1)

 136:10

100 (2)

 168:13;199:23

100,000 (1)

 139:11

1054 (44)

 96:4;104:2,16;

 105:17;106:6;109:5;

 112:6;118:16;129:9;

 135:2;169:16;172:2;

 186:15,18,20;192:18,

 19;194:25;195:1,10;

 201:20;209:20;215:23;

 221:24;223:5;235:2,5,

 7;237:6;238:8;239:9;

 249:2;255:1,3,13;

 256:16;258:16;259:7;

 263:16;268:19;278:19;

 279:5;283:17;291:22

1054's (2)

 49:4;238:2

11 (15)

 34:10;48:15;57:13;

 105:24;110:9;150:17;

 168:22;171:8;197:24;

 233:13;259:11;264:5;

 266:24;289:7;291:25

110 (3)

 168:13;263:10,11

1114 (1)

 194:24

1125 (2)

 177:17;184:3

1129 (2)

 105:7;182:11

1129b (2)

 206:9,12

11s (1)

 264:9

12 (1)

 268:10

12.5 (1)

 247:12

12:28 (1)

 136:11

12:30 (1)

 8:24

12:44 (1)

 97:12

12th (1)

 150:7

13.5 (33)

 10:16;158:25;

 161:11,17,24;171:8;

 184:19,20;194:17;

 201:11,16,22;202:1;

 203:21;204:13,22;

 206:19;208:15,17;

 240:6,11,14;242:7,11;

 247:12;249:1;256:20;

 259:2,3;263:23;287:4,

 19,23

13.5-billion-dollar (1)

 217:18

13.5-million-dollar (1)

 171:4

13-5 (1)

 241:6

139,000-acre (1)

 137:9

13th (2)

 195:12;284:3

14 (1)

 237:17

14.5 (1)

 247:12

14th (5)

 116:7,8;302:16,19;

 306:11

15 (1)

 139:14

16 (1)

 203:20

17 (4)

 8:1;237:4,11,12

17.5 (1)

 209:6

17th (1)

 49:1

18 (1)

 286:19

19 (5)

 237:10,14,15,17;

 251:7

1990 (1)

 295:1

1993 (1)

 295:1

1995 (1)

 137:6

1997 (1)

 295:11

2

2 (4)

 76:8,10;88:7;123:23

2.2 (1)

 27:1

20 (1)

 92:10

20,000 (1)

 139:14

20.9 (1)

 250:23

2011 (1)

 295:19

2015 (2)

 28:11;223:13

2016 (4)

 11:3;18:3;34:11;

 223:14

2017 (3)

 28:11;84:15;223:15

2018 (2)

 28:11;223:15

2019 (4)

 8:1;143:6;203:1;

 269:8

2020 (3)

 111:1;223:7;250:20

2021 (1)

 250:21

20th (3)

 91:21;93:9;226:1

23 (3)

 16:22,24;17:5

24th (2)

 89:14;92:11

2a (1)

 117:7

2E (2)

 270:9,15

3

3 (4)

 76:8,10;88:7;113:25

3:15 (1)

 220:24

3:35 (1)

 220:24

30 (7)

 16:22;17:6,7,9;

 111:1;223:7;231:5

30,000 (1)

 139:13

3007 (1)

 32:6

3018a (1)

 150:1

30th (5)

 49:1;215:23,24;

 262:8;292:19

362 (2)

 47:8;56:20

3815 (1)

 20:21

3I (2)

 108:24,24

3ii (1)

 270:8

3rd (1)

 91:16

4

4 (4)

 76:7;77:1,2;80:5

4.19fii (1)

 120:25

4:20 (1)

 254:9

400 (1)

 148:1

5

5 (2)

 20:22;119:11

5:30 (1)

 309:14

5:32 (1)

 311:7

5123 (1)

 162:22

5154 (1)

 277:22

6

6,000 (1)

 38:16

6th (3)

 91:17,21;93:6

7

7 (6)

 34:8;76:8;77:2;80:5;

 120:24;245:4

7.1 (1)

 32:2

70 (1)

 26:23

70,000 (11)

 152:10;153:5;

 168:18;169:3;197:23;

 252:8,9,17,18;282:18;

 292:5

75,000 (1)

 10:15

7th (2)

 132:19;231:4

8

8:30 (1)

 309:22

9

9 (1)

 77:1

900 (2)

 26:22;39:24

900,000 (2)

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(40) worse - 900,000 Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 352

of 353
PG&E CORPORATION AND 

PACIFIC GAS AND ELECTRIC COMPANY

Case No. 19-30088

December 17, 2019

 39:21,23

900,000-plus (1)

 39:20

9019 (4)

 179:19;199:3;242:6;

 272:11

9th (1)

 294:13

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(41) 900,000-plus - 9th Case: 19-30088 Doc# 5169 Filed: 12/19/19 Entered: 12/19/19 07:35:08 Page 353

of 353