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 KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: (415) 496-6723 

Fax: (415) 636-9251 

Attorneys for Debtors and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

 - and – 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric 

Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case 

No. 19-30088 (DM).

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

SUMMARY SHEET TO SECOND INTERIM FEE 

APPLICATION OF KELLER & BENVENUTTI 

LLP FOR ALLOWANCE AND PAYMENT OF 

COMPENSATION AND REIMBURSEMENT OF 

EXPENSES (JUNE 1, 2019 THROUGH 

SEPTEMBER 30, 2019) 

Date: TBD 

Time: TBD 

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Judge: Hon. Dennis Montali 

Objection Deadline: December 4, 2019 

 4:00 p.m. (Pacific Time)

GENERAL INFORMATION 

Name of Applicant: Keller & Benvenutti LLP 

Authorized to Provide 

Professional Services to: Attorneys for Debtors and Debtors in Possession 

Petition Date: January 29, 2019 

Retention Date: April 9, 2019 nunc pro tunc to January 29, 2019 

Prior Applications: None

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SUMMARY OF FEES AND EXPENSES SOUGHT IN THIS APPLICATION 

Amount of Compensation Sought as Actual, Reasonable, and Necessary: $687,230.00 

Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: $66,455.22 

Total Compensation and Expenses Requested for the Compensation Period: $753,685.22 

SUMMARY OF PRIOR MONTHLY FEE STATEMENTS 

Date Filed Period 

Covered 

Requested 

Fees 

Requested 

Expenses 

Paid Fees Paid 

Expenses 

Holdback 

Fees 

Requested 

4/10/19 

[Dkt. No. 1332] 

1/29/19 – 

2/28/19 

$401,910.00 $13,631.54 $321,528.00 $13,631.54 $80,382.00 

5/8/19 

[Dkt. No. 1933] 

3/1/19 – 

3/31/19 

$248,035.00 $11,119.23 $198,428.00 $11,119.23 $49,607.00 

6/6/19 

[Dkt. No. 2435 

4/1/19 – 

4/30/19 

$271,250.00 $2,705.34 $217,000.00 $2,705.34 $54,250.00 

7/8/19 

[Dkt. No. 2894] 

5/1/19 – 

5/31/19 

$195,450.00 $5,150.68 $156,360.00 $5,150.68 $39,090.00 

First Interim Fee Application 

[Dkt. No. 3099] 

$1,116,645.00 $32,606.79 $736,956.00 $27,456.11 $223,329.00

8/7/19 

[Dkt. No. 3401] 

6/1/19 – 

6/30/19 

$154,765.00 $31,394.43 $123,812.00 $31,394.43 $30,953.00 

9/18/19 

[Dkt. No. 3927] 

7/1/19 – 

7/31/19 

$177,535.00 $15,442.54 $142,028.00 $15,442.54 $35,507.00 

10/16/19 

[Dkt. No. 4215] 

8/1/19 – 

8/30/19 

$196,310.00 $15,570.27 $0.001 $0.00 $39,262.00 

11/5/19 

[Dkt. No. 4579] 

9/1/19 – 

9/30/19 

$158,620.00 $4,047.98 $0.002 $0.00 $31,724.00 

 $687,230.00 $66,455.22 $265,840.00 $46,836.97 $137,446.00 

Summary of Any Objections to Monthly Fee Statements: None. 

Compensation and Expenses Sought in this Interim Application Not Yet Paid: $137,446.003

1

 The Firm filed its Certificate of No Objection with respect to its August fees on November 7, 2019 

[Docket No. 4592] and has submitted its August invoices to the Debtors but has not yet been paid. 

2

 The Firm will be eligible for payment on its September invoices after it files its Certificate of No 

Objection on its monthly fee statement after the November 26, 2019 4:00 p.m. (Pacific Time) objection 

deadline expires. 

3

 Assumes payment received on August and September monthly fee statements on or prior to the 

hearing hereon. 

Case: 19-30088 Doc# 4714 Filed: 11/14/19 Entered: 11/14/19 08:29:47 Page 2 of

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COMPENSATION BY PROFESSIONAL 

JUNE 1, 2019 THROUGH SEPTEMBER 30, 2019 

The attorneys and paraprofessionals who rendered legal services in these Chapter 11 Cases 

during the Interim Fee Period are:

NAME OF 

PROFESSIONAL: POSITION 

YEAR 

ADMITTED 

HOURLY

RATE 

TOTAL

HOURS

BILLED 

TOTAL 

COMPENSATION 

Tobias S. Keller Partner 1990 800 122.7 $98,160 

Peter J. Benvenutti Partner 1974 800 267.8 $214,240 

Jane Kim Partner 20031 650 184.2 $119,730 

Keith A. McDaniels Of Counsel 1997 600 8.1 $4,860 

Dara L. Silveira Associate 2010 400 256 $102,400 

Thomas B. Rupp Associate 2011 400 265.8 $106,320 

Jacob Bodden Paralegal Trainee N/A 150 265.4 $39,810 

Hadley Roberts-Donnelly Paralegal Trainee N/A 150 11.4 $1,710 

Total Professionals: 1,381.4 $687,230 

1 Member of the California Bar since 2014 

 PROFESSIONALS 

TOTALS: 

BLENDED RATE 

(rounded to nearest 

dollar) 

TOTAL HOURS 

BILLED 

TOTAL 

COMPENSATION 

Partners and Counsel 750 582.8 $436,990 

Associates 400 521.8 $208,720 

Blended Attorney Rate 585 1,104.6 $645,710 

Paraprofessionals 150 276.8 $41,520 

Total Fees Incurred 497 1,381.4 $687,230 

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COMPENSATION BY WORK TASK CODE 

JUNE 1, 2019 THROUGH SEPTEMBER 30, 2019 

TASK 

CODE DESCRIPTION HOURS AMOUNT 

002 Omnibus & Miscellaneous Court Appearances 430.1 $132,155 

003 Legal Research 1.7 $680 

004 General Case Administration 78.5 $32,415 

005 Automatic Stay Proceedings 262 $170,535 

006 Initial Debtor Interview, Meeting of Creditors, Creditor Inquiries 15.6 $11,205 

007 Professional Retention and Compensation – Keller & Benvenutti 80.1 $37,995 

008 Professional Retention and Compensation – Other Professionals 77.6 $46,060 

009 Financing and Cash Collateral 1.7 $1,360 

012 Tort Committees – Communication & Negotiation 1.9 $1,490 

013 U.S. Trustee – Communications & Negotiation .2 $130 

014 Employee Matters 27.2 $16,010 

015 Supplier Issues 24.8 $12,670 

016 General Asset Analysis and Recovery 2.6 $2,065 

017 Sale or Use of Property – Motions 8.3 $4,365 

018 Executory Contract Issues 38.7 $20,175 

019 Tax Issues .5 $325 

021 Plan – Advice, Strategy and Negotiation 50.8 $32,045 

022 Plan Disclosure Statements – Preparation of Documents 25.8 $17,800 

025 FERC Adversary Proceeding 9.8 $6,665 

026 Wildfire Litigation 49.2 $30,125 

027 Claims Review 17.7 $11,680 

028 Claim Disputes and Resolution 15.3 $9,580 

032 USDC Probation Compliance and Monitoring 8.2 $4,940 

034 Third Party Injunction Action (PERA) 22.1 $12,600 

035 Government Relations and Communications .2 $160 

036 Miscellaneous Litigation Issues and Advice 109.5 $60,040 

037 Appeals 21.3 $11,960 

TOTAL 1,381.4 $687,230 

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EXPENSE SUMMARY 

JUNE 1, 2019 THROUGH SEPTEMBER 30, 2019

EXPENSES AMOUNTS

Computerized Research $0.00 

Meals $0.00 

Travel $0.00 

Transportation $114.85 

Duplicating $47,551.28 

Transcription Services $14,587.25 

Telephone Conferencing $242.50 

Messenger $3,311.34 

Filing Fees $648.00 

Total Expenses Requested: $66,455.22 

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KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: (415) 496-6723 

Fax: (415) 636-9251 

Attorneys for Debtors and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

 - and – 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric 

Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case 

No. 19-30088 (DM).

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

SECOND INTERIM FEE APPLICATION OF 

KELLER & BENVENUTTI LLP FOR 

ALLOWANCE AND PAYMENT OF 

COMPENSATION AND REIMBURSEMENT OF 

EXPENSES (JUNE 1, 2019 THROUGH 

SEPTEMBER 30, 2019) 

Date: TBD 

Time: TBD 

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Judge: Hon. Dennis Montali 

Objection Deadline: December 4, 2019 

 4:00 p.m. (Pacific Time)

Keller & Benvenutti LLP (“Keller & Benvenutti” or the “Firm”), co-counsel for PG&E 

Corporation and Pacific Gas and Electric Company (the “Debtors”) in the above-captioned chapter 11 

cases (the “Chapter 11 Cases”), hereby submits its Second Interim Fee Application (the “Interim 

Application”) for allowance and payment of compensation for professional services rendered and for 

reimbursement of actual and necessary expenses incurred for the period commencing June 1, 2019, 

through September 30, 2019 (the “Interim Fee Period”), pursuant to the Order Pursuant to 11 U.S.C 

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§§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish Procedures for Interim 

Compensation and Reimbursement of Expenses of Professionals, entered on February 27, 2019 

[Docket No. 701] (the “Interim Compensation Procedures Order”), sections 330 and 331 of title 11 

of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”), the Guidelines for Compensation and Expense Reimbursement 

of Professionals and Trustees (the “Northern District Guidelines”), the United States Trustee 

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 

11 U.S.C. § 330 (the “UST Guidelines”), the Fee Examiner Protocol [Docket No. 4473], and the Local 

Bankruptcy Rules for the Northern District of California. 

The Interim Application is based upon the points and authorities cited herein, the Declaration 

of Tobias S. Keller filed concurrently herewith, the exhibits attached hereto and thereto, the pleadings, 

papers, and records on file in this case, and any evidence or argument that the Court may entertain at 

the time of the hearing on the Interim Application. 

CASE BACKGROUND AND STATUS 

A. The Debtors’ Bankruptcy Proceedings 

 The Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on 

January 29, 2019 (the “Petition Date”). The Debtors continue to operate their businesses and manage 

their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy 

Code. No trustee or examiner has been appointed. 

 On February 12, 2019, the Office of the United States Trustee for the Northern District of 

California (the “U.S. Trustee”) appointed an Official Committee of Unsecured Creditors in the 

Debtors’ cases (the “Creditors’ Committee”). On February 15, 2019, the U.S. Trustee appointed an 

Official Committee of Tort Claimants (the “TCC”). On May 29, 2019, upon the request of the U.S. 

Trustee, the Court appointed Professor Bruce A. Markell as the fee examiner in these Chapter 11 Cases 

(the “Fee Examiner”). 

 

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 A description of the Debtors’ business, capital structure, and the circumstances leading to the 

filing of these Chapter 11 Cases is set forth in the Amended Declaration of Jason P. Wells in Support 

of First Day Motions and Related Relief [Docket No. 263]. 

B. The Debtors’ Retention of Keller & Benvenutti 

 On April 10, 2019, the Court entered the Order Authorizing Debtors Pursuant to 11 U.S.C. 

§ 327(a) and Fed. R. Bankr. P. 2014(a) and 2016 to Retain and Employ Keller & Benvenutti LLP Nunc 

Pro Tunc to the Petition Date [Docket No. 1306] (the “Retention Order”). A copy of the Retention 

Order is attached hereto as Exhibit A. 

 The Retention Order authorizes the Debtors to compensate and reimburse the Firm pursuant to 

the Bankruptcy Code, the Bankruptcy Rules, the Northern District Guidelines, and the Interim 

Compensation Order. Subject to the Firm’s application to the Court, the Debtors also are authorized 

by the Retention Order to compensate Keller & Benvenutti at the Firm’s standard hourly rates for 

services performed and to reimburse it for actual and necessary expenses incurred. The Retention 

Order authorizes Keller & Benvenutti to provide the following services to the Debtors: 

 Appear in Court on behalf of the Debtors; 

 Provide legal advice regarding the Debtors’ rights and obligations as debtors in possession 

and regarding local rules, practices, and procedures; 

 Act to protect and preserve the Debtors’ estates through the prosecution of actions on the 

Debtors’ behalf, defense of actions commenced against the Debtors, negotiation of disputes 

in which the Debtors are involved, and preparation of objections to claims filed against the 

Debtors’ estates; 

 Prepare on behalf of the Debtors any necessary applications, motions, answers, orders, 

reports, and other legal papers; 

 Provide traditional services of local co-counsel including, without limitation: monitoring 

the docket for filings and coordinating with co-counsel in pending matters that need 

response; preparing agenda letters, certificates of no objection, certifications of counsel, and 

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notices of fee applications and hearings; preparing hearing binders of documents and 

pleadings; and preparing documents and pleadings for hearings; 

 Handle inquiries and calls from creditors and counsel to interested parties regarding 

pending matters and the general status of the Chapter 11 Cases and, to the extent required, 

coordinate with co-counsel on any necessary responses; 

 Act as primary counsel in the event that debtor’s lead bankruptcy counsel has a disabling 

conflict, believes it would be more efficient, or otherwise desires the Firm to act in such 

capacity in discrete matters; and 

 Provide additional support to the Debtors and to co-counsel, as requested. 

C. Professional Compensation and Reimbursement of Expenses Requested 

 By this Interim Application, the Firm seeks interim allowance of compensation in the amount 

of $687,230.00 and actual and necessary expenses in the amount of $66,455.22, for a total allowance 

of $753,685.22, and payment of $137,446 (20% of the allowed fees)4 for the Interim Fee Period. 

 All services for which Keller & Benvenutti requests compensation were performed for or on 

behalf of the Debtors. Keller & Benvenutti has received no payment and no promises for payment 

from any source other than the Debtors for services rendered or to be rendered in any capacity 

whatsoever in connection with the matters covered by this Interim Application. 

 There is no agreement or understanding between Keller & Benvenutti and any other person 

other than the partners of Keller & Benvenutti for the sharing of compensation to be received for 

services rendered in these cases. As of the Petition Date, the Firm had a remaining credit balance in 

favor of the Debtors for professional services performed and to be performed, and expenses incurred 

and to be incurred, in connection with these Chapter 11 Cases in the amount of $111,105.20. In 

connection with these Chapter 11 Cases, as of this date Keller & Benvenutti has been paid $1,002,796 

4

 Assumes payment of the Firm’s August and September fees in the ordinary course. 

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in fees and reimbursed $74,293.08 in expenses.5 As of the date of the Interim Application, the Firm 

has been paid $265,840 in fees and reimbursed $46,836.97 in expenses during the Interim Fee Period. 

These amounts have been paid pursuant to the Interim Compensation Order but not yet allowed. 

 The Firm has billed the Debtors in these Chapter 11 Cases in accordance with its existing 

billing rates and procedures in effect during the Interim Fee Period. These rates are the same rates 

Keller & Benvenutti charges for services rendered by its attorneys and paraprofessionals in comparable 

matters, and are reasonable given the compensation charged by comparably skilled practitioners in 

similar matters in both the California and national markets. The Summary Sheet filed herewith 

contains tables listing the Keller & Benvenutti attorneys and paraprofessionals who have performed 

services for the Debtors during the Interim Fee Period, including their job titles, hourly rates, aggregate 

number of hours worked in this matter, and, for attorneys, the year in which each professional was 

licensed to practice law. The Summary Sheet also contains a table summarizing the hours worked by 

the Firm’s attorneys and paraprofessionals broken down by project billing code. Keller & Benvenutti 

maintains computerized time records, which have been filed on the docket with the Firm’s monthly fee 

statements and furnished to the Debtors, counsel for the Creditors’ Committee and the TCC, the U.S. 

Trustee, and the Fee Examiner in the format specified by the Interim Compensation Order. 

D. Budget and Budget-to-Actual Performance 

 For the periods ending June 30, July 31, August 30, and September 30, 2019, Keller & 

Benvenutti provided budget estimates to the Debtors of $250,000, $250,000, $210,000, and $235,000, 

respectively. The Firm’s actual fees during these periods were usually lower than predicted, and actual 

experience was never more than ten (10%) greater than estimated. 

 

5

 The Firm has not yet been paid on the fees detailed in the First Interim Fee Application of Keller & 

Benvenutti LLP for Allowance and Payment of Compensation and Reimbursement of Expenses 

(January 29, 2019 Through May 31, 2019) [Docket No. 3099]. 

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JURISDICTION 

 This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. sections 157 and 1334. 

This is a core proceeding pursuant to 28 U.S.C. section 157(b). Venue is proper before this Court 

pursuant to 28 U.S.C. sections 1408 and 1409. 

PROJECT BILLING AND NARRATIVE STATEMENT OF SERVICES RENDERED 

During the Interim Fee Period, Keller & Benvenutti professionals expended 1,381.4 hours on 

behalf of the Debtors. Of this, 582.8 hours were expended by partners and of counsel, 521.8 by 

associates, and 276.8 by paraprofessionals. Keller & Benvenutti’s attorneys bill at hourly rates ranging 

from $400 to $800, for a blended attorney rate of $585 during the Interim Fee Period. 

In accordance with the Interim Compensation Procedures Order, the Northern District 

Guidelines, and the Local Rules, the Firm has classified services performed into the twenty-seven 

specific categories set forth below. Keller & Benvenutti has attempted to place the services provided 

in the category that best relates to such services; because certain services may relate to one or more 

categories, however, services pertaining to one category may in fact be included in another category. 

A. Omnibus & Miscellaneous Court Appearances 

 Keller & Benvenutti attorneys represented the Debtors at the omnibus hearings on June 11, 

June 26, July 9, July 24, July 31, August 9, August 13, August 14, August 27, and September 24, 2019. 

The Firm prepared the agendas for each of these omnibus hearings, which included extensive 

conferences both internally and with the Debtors’ other professionals. The Firm’s paraprofessionals 

also developed binders for use by the Debtors’ other professionals at the omnibus hearings. 

 Total Hours: 430.1 Total Fees: $132,155.00 

B. Legal Research 

 During the Interim Fee Period, Keller & Benvenutti conducted research for the Debtors 

regarding plan support agreements and issue preclusion. 

 Total Hours: 1.70 Total Fees: $680.00 

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C. General Case Administration 

 The Firm’s role as the Debtors’ local counsel necessitates it taking on a proportionately larger 

share of the administrative workflow necessary to keep these Chapter 11 Cases running smoothly. To 

that end, during the Interim Fee Period, Keller & Benvenutti professionals: 

 Assisted the Debtors and their advisors with pro hac vice applications, ECF notices, and 

ordering hearing transcripts; 

 Tracked pending motions and papers and reviewed the case docket; 

 Drafted and uploaded orders following hearings; 

 Electronically filed documents on behalf of the Debtors’ other professionals; 

 Communicated frequently with the Debtors’ other professionals regarding work in process, 

including participating in weekly calls with the Debtors’ other professionals discussing the 

status of upcoming motions and plans for upcoming hearings; 

 Prepared hearing notices; 

 Communicated with Court staff regarding hearing and filing logistics; 

 Coordinated with the Debtors’ other professionals, including PrimeClerk, to handle service 

of court documents. 

 Total Hours: 78.5 Total Fees: $32,415.00 

D. Automatic Stay Proceedings 

 During the Interim Period, Keller & Benvenutti analyzed and advised the Debtors with respect 

to automatic stay issues relating to, among others: (1) the California Public Utilities Commission; 

(2) Wendy Nathan; (3) the Federal Energy Regulatory Commission; (4) the City of Morgan Hill; 

(5) Michael S. Danko and Mary S. Danko; (6) Kathleen Pelley and Allan Pelley; (7) the Valero 

litigation, (8) power purchase agreement counterparties; (9) Dan Clarke; (10) Xiaotian Sun, Wei Luo, 

Csaba Mester, and Marta Mester; (11) litigation relating to the Tubbs fire; (12) Philip Verwey Farms; 

(13) Gloria Robinson; (14) the California Barrel Company quiet title action; (15) the Ghost Ship 

litigation; (16) Angela Ramirez; (17) the Mendoza v. City of San Jose litigation; (18) Enel Green 

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Power North America, Inc.; and (19) Marina and Mikhail Gelman. The Firm advised the Debtors on 

these matters regarding strategy, coordinated with the Debtors’ other professionals, drafted 

stipulations, and prepared filings. 

 Total Hours: 262 Total Fees: $170,535.00 

E. Initial Debtor Interview, Meeting of Creditors, Creditor Inquiries 

 During the Interim Fee Period, the Firm advised the Debtors with respect to their monthly 

operating reports and amended schedules. Keller & Benvenutti attorneys also responded to inquiries 

from the Debtors’ creditors regarding claim format and claims trading and assignment. 

 Total Hours: 15.6 Total Fees: $11,205.00 

F. Professional Retention and Compensation – Keller & Benvenutti 

 During the Interim Fee Period, Keller & Benvenutti prepared monthly fee statements [Docket 

Nos. 3401, 3927, 4215, and 4579] as well as the First Interim Fee Application of Keller & Benvenutti 

LLP for Allowance and Payment of Compensation and Reimbursement of Expenses (January 29, 2019 

Through May 31, 2019) [Docket No. 3099]. The Firm’s professionals also corresponded with the Fee 

Examiner and his counsel regarding the Firm’s fee statements and time entries. 

 Total Hours: 80.1 Total Fees: $37,995.00 

G. Professional Retention and Compensation – Other Professionals 

 During the Interim Fee Period, Keller & Benvenutti, among other things: (1) consulted with 

and filed fee statements for the Debtors’ other retained professionals; (2) advised the Debtors’ other 

professionals regarding local practice with respect to fees and reimbursable expenses; (3) conferred 

with the Debtors’ other professionals regarding negotiations with the Fee Examiner; and (4) worked 

with the Debtors’ other professionals on the Retained Professionals’ Joint Response to Motion to 

Approve Fee Procedures and Fee Examiner Protocol [Docket No. 4064]. 

 Total Hours: 77.6 Total Fees: $46,060.00 

 

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H. Financing and Cash Collateral 

 The Firm assisted the Debtors’ other professionals with issues surrounding financing, including 

responding to inquiries regarding opportunities to provide post-confirmation financing. 

 Total Hours: 1.70 Total Fees: $1,360.00 

I. Tort Committees – Communication and Negotiations 

 Keller & Benvenutti attorneys conferred with the Debtors’ other professionals and the TCC’s 

counsel regarding the TCC’s discovery requests and discovery disputes arising therefrom. 

 Total Hours: 1.90 Total Fees: $1,490.00 

J. U.S. Trustee – Communication and Negotiations 

 The Firm communicated with the U.S. Trustee on issues relating to general case administration 

and the Fee Examiner Protocol. 

 Total Hours: 0.20 Total Fees: $130.00 

K. Employee Matters 

 During the Interim Fee Period, Keller & Benvenutti advised the Debtors and the Debtors’ other 

professionals on issues relating to and, in some cases, motions in support of: (1) claims by retirees; 

(2) the compensation and terms of employment of the Debtors’ Chief Executive Officer; (3) the Key 

Employee Incentive Program; (4) D&O insurance; and (5) confidential settlements with former 

employees. 

 Total Hours: 27.2 Total Fees: $16,010.00 

L. Supplier Issues 

 The Firm communicated directly with the Debtors’ various suppliers or their counsel and 

advised the Debtors and the Debtors’ other professionals regarding suppliers’ potential prepetition 

claims. One Keller & Benvenutti attorney spent time during the Interim Fee Period working on a 

payment agreement with Tulsa Inspection Resources. 

 Total Hours: 24.8 Total Fees: $12,670.00 

 

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M. General Asset Analysis and Recovery 

 This billing code relates to work performed by Keller & Benvenutti attorneys with respect to a 

variety of asset recovery issues, including a land license dispute, the recovery of unclaimed funds, a 

quiet title action, a purchase offer by the South San Joaquin Irrigation District, and the potential sale of 

insurance assets. 

 Total Hours: 2.60 Total Fees: $2,065.00 

N. Sale or Use of Property – Motions 

 During the Interim Fee Period, the Firm assisted the Debtors’ other professionals with the 

following motions, as well as their supporting documents and replies: (1) the Motion Pursuant to 11 

U.S.C. §§ 105(a) and 363 for an Order Authorizing Debtors to Participate in AB-1054 Wildfire Fund

[Docket No. 3444]; (2) the De Minimis Asset Sale Procedures Motion [Docket No. 3575]; and (3) the 

De Minimis Claims Settlement Procedures Motion [Docket No. 3576]. 

 Total Hours: 8.30 Total Fees: $4,365.00 

O. Executory Contract Issues 

 During the Interim Period, Keller & Benvenutti advised the Debtors in connection with various 

matters relating to the treatment of executory contracts and unexpired leases. Among other things, 

Keller & Benvenutti: (1) advised the Debtors and the Debtors’ other professionals regarding the 

potential modification or rejection of certain contracts and leases; (2) communicated with contract 

counterparties to address certain disputes and inquiries, including with respect to the potential 

modification or rejection of their contracts; and (3) assisted the Debtors’ other professionals with the 

preparation of motions, replies, and supporting documents relating to assumption of certain Energy 

Procurement Agreements, contracts in connection with the Community Pipeline Safety Initiative, and 

certain other contracts and leases. 

 Total Hours: 38.7 Total Fees: $20,175.00 

 

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P. Tax Issues 

 The Firm advised the Debtors and assisted the Debtors’ other professionals with respect to 

issues surrounding the Debtors’ tax obligations, specifically those owed to the State of Maryland.

 Total Hours: 0.50 Total Fees: $325.00 

Q. Plan – Advice, Strategy, and Negotiation 

 Since the beginning of these Chapter 11 Cases, the Firm has been in discussions with the 

Debtors and the Debtors’ other professionals regarding paths to resolution of the cases. In addition to 

these high-level strategy conversations, this billing code also covers research and consultation relating 

to the following: (1) the Debtors’ exclusive period and the potential termination thereof; (2) plan 

support agreements; (3) backstop agreements; (4) estimation of claims under section 502 of the 

Bankruptcy Code; (5) disclosure statement formats favored in this Court; (6) potential waivers of 

director and officer liability; and (7) potential impairment of claims compromised under Bankruptcy 

Rule 9019. 

 Total Hours: 50.8 Total Fees: $32,045.00 

R. Plan and Disclosure Statements – Preparation of Documents 

 This billing code relates to work performed on the Debtors’ Plan of Reorganization (the 

“Plan”). During the Interim Fee Period, Keller & Benvenutti attorneys reviewed and commented on 

drafts of the Plan, Disclosure Statement, and the Restructuring Support Agreement with the 

Consenting Subrogation Claimholders (the “RSA”). The Firm also assisted the Debtors’ other 

professionals with the motion in support of the RSA and the Second Exclusivity Extension Motion

[Docket No. 4005]. 

 Total Hours: 25.8 Total Fees: $17,800.00 

S. FERC Adversary Proceeding 

 Work in this billing category relates to Adversary Proceeding No. 19-03003, PG&E 

Corporation, Pacific Gas and Electric Company v. Federal Energy Regulatory Commission. During 

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the Interim Fee Period, Keller & Benvenutti attorneys assisted in work relating to motions for 

summary judgment and declaratory judgment and the appeal therefrom. 

 Total Hours: 9.8 Total Fees: $6,665.00 

T. Wildfire Litigation 

 Work in this billing category relates to litigation arising from the 2017 and 2018 Northern 

California wildfires. Most of the work performed by Keller & Benvenutti attorneys during the Interim 

Fee Period relates to the Court’s withdrawal of the reference regarding wildfire claims estimation 

[Docket No. 3648] and the estimation proceeding in front of the Honorable James Donato in the 

United States District Court for the Northern District of California (the “District Court”), Case No. 

19-05257 (the “Estimation Proceedings”). In the Estimation Proceedings, the Firm has assisted the 

Debtors’ other professionals with overarching strategy, as well as with discovery disputes and status 

conference planning. Additionally, during the Interim Fee Period, the Firm represented the Debtors 

and assisted the Debtors’ other professionals with respect to Adversary Proceeding No. 19-03005, 

Herndon et al. v. PG&E Corporation et al. and the appeal therefrom. Keller & Benvenutti attorneys 

also assisted the Debtors’ other professionals with respect to wildfire-related discovery, including 

disputes surrounding the BrownGreer database. 

 Total Hours: 49.2 Total Fees: $30,125.00 

U. Claims Review 

 This category relates to issues regarding creditors’ asserted claims. During the Interim Fee 

Period, Keller & Benvenutti attorneys advised the Debtors and the Debtors’ other professionals 

regarding certain proofs of claim, the deadline to file proofs of claim (the “Bar Date”), mechanics’ 

liens, and claims asserted under section 503(b)(9). Near the end of the Interim Fee Period, the Firm 

also began to work with the Debtors’ other professionals regarding a work plan for claims objections. 

 Total Hours: 17.7 Total Fees: $11,680.00 

 

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V. Claim Disputes and Resolution 

 The Firm advised the Debtors and the Debtors’ other professionals with respect to setting the 

Bar Date, including the motion and supporting documents and stipulations to extend response times 

thereto. This category also relates to work regarding claims asserted under section 503(b)(9), 

reclamation claims, settlement of de minimis claims, and negotiated allowance of claims. 

 Total Hours: 15.3 Total Fees: $9,580.00 

W. USDC Probation Compliance and Monitoring 

 This billing code relates to monitoring work performed by the Firm with respect to the criminal 

case against the Debtors pending in the District Court. Keller & Benvenutti monitored the proceedings 

in the District Court to ensure preparedness should there be any impact on the smooth administration 

of these Chapter 11 Cases, including attending hearings and reviewing pleadings, and advised the 

Debtors regarding the same. 

 Total Hours: 8.20 Total Fees: $4,940.00 

X. Third Party Injunction Action (PERA) 

 This billing code relates to work performed in Adversary Proceeding No. 19-03006, PG&E 

Corporation, Pacific Gas and Electronic Company v. Public Employees Retirement Association of 

New Mexico, et al. During the Interim Fee Period, the Firm assisted the Debtors and the Debtors’ 

other professionals with a motion for a preliminary injunction against the defendants, which included 

coordinating preparation of documents, filing, and service of various papers in the adversary 

proceeding, including filings under seal. 

 Total Hours: 22.1 Total Fees: $12,600.00 

Y. Government Relations and Communications 

 In June, Tobias Keller communicated with the Debtors’ in-house counsel regarding requests for 

panel appearances and statements on the case. 

 Total Hours: 0.20 Total Fees: $160.00 

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Z. Miscellaneous Litigation Issues and Advice 

 The Firm has endeavored to create separate billing codes for larger litigation matters. 

However, this category serves as a catch-all for smaller litigation and discovery matters. During the 

Interim Fee Period, Keller & Benvenutti assisted the Debtors and the Debtors’ other professionals with 

logistical matters relating to court appearances, e-filing notices, and setting the omnibus hearing 

agendas on litigation issues. This billing code also has been applied to work performed with respect to 

the following: (1) discovery disputes with the TCC, including motions for protective orders and 

motions to compel; (2) work relating to Adversary Proceeding Nos. 19-03037, Elward et al. v. Pacific 

Gas & Electric Company and 19-03005, Herndon et al. v. PG&E Corporation et al.; (3) the consent 

decree with the San Francisco Herring Association; (4) the TCC’s motion for a jury trial [Docket No. 

2843]; (5) efforts to find a non-litigated resolution to the Ghost Ship case; (6) a potential injunction 

barring suits against the Debtors’ contractors; (7) attempted resolution of a stayed personal injury 

lawsuit; and (8) negotiations and scheduling stipulations in Adversary Proceeding No. 19-03008, JH 

Kelly, LLC v. AECOM Technical Services, Inc. 

 Total Hours: 109.5 Total Fees: $60,040.00 

AA. Appeals 

 During the Interim Fee Period, the Firm worked on matters related to appeals with respect to: 

(1) Adversary Proceeding No. 19-03003, PG&E Corporation and Pacific Gas & Electric Company v. 

Federal Energy Regulatory Commission; (2) the Court’s orders lifting the automatic stay for the TCC 

[Docket No. 3644] and the Ad Hoc Group of Subrogation Claim Holders [Docket No. 3643]; and 

(3) Adversary Proceeding No. 19-03005, Herndon et al. v. PG&E Corporation. 

 Total Hours: 21.3 Total Fees: $11,960.00 

EXPENSE SUMMARY 

JUNE 30, 2019 THROUGH SEPTEMBER 30, 2019 

 As is its typical practice in chapter 11 cases, the Firm advanced costs on behalf of the Debtors 

in connection with the discharge of the duties described in the Interim Application. During the Interim 

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Fee Period, Keller & Benvenutti incurred a total of $66,455.22 in expenses. These expenses, which 

include reproduction of hearing binders, payment of pro hac vice and filing fees, and ordering hearing 

transcripts, are reasonable and necessary to the smooth administration of these Chapter 11 Cases. 

Receipts for all significant expenses have been provided to the Debtors and the Fee Examiner. 

LEGAL BASIS FOR INTERIM COMPENSATION 

 The professional services for which Keller & Benvenutti requests interim allowance of 

compensation and reimbursement of expenses were rendered and incurred in connection with this case 

in the discharge of Keller & Benvenutti’s professional responsibilities as attorneys for the Debtors in 

these Chapter 11 Cases. Keller & Benvenutti’s services have been necessary and beneficial to the 

Debtors and their estates, creditors, and other parties in interest. 

 In accordance with the factors enumerated in section 330 of the Bankruptcy Code, Keller & 

Benvenutti respectfully submits that the amount requested by Keller & Benvenutti is fair and 

reasonable given the complexity of these Chapter 11 Cases, the time expended, the nature and extent of 

the services rendered, the value of such services, and the costs of comparable services other than in a 

case under the Bankruptcy Code. Moreover, Keller & Benvenutti has reviewed the requirements of the 

Interim Compensation Procedures Order, the Northern District Guidelines, and the UST Guidelines 

and believes that the Interim Application complies with all of them except as specifically noted herein. 

AVAILABLE FUNDS 

 The Firm understands that the Debtors’ estate has sufficient funds available to pay the fees and 

costs sought herein. 

NOTICE 

 Notice of the Interim Application has been provided to parties in interest in accordance with the 

procedures set forth in the Interim Compensation Order. Keller & Benvenutti submits that, in view of 

the facts and circumstances of these Chapter 11 Cases, such notice is sufficient and no other or further 

notice need be provided. 

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CONCLUSION 

 Keller & Benvenutti respectfully requests an interim allowance to Keller & Benvenutti for 

compensation in the amount of $687,230.00 and actual and necessary expenses in the amount of 

$66,455.22, for a total allowance of $753,685.22, and an authorization for payment of $137,446 (20% 

of the allowed fees); and for such other and further relief as this Court deems proper. 

Dated: November 14, 2019 Respectfully submitted, 

KELLER & BENVENUTTI LLP 

By: /s/ Tobias S. Keller 

 Tobias S. Keller 

Attorneys for Debtors and Debtors in Possession 

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Notice Parties 

PG&E Corporation 

c/o Pacific Gas & Electric Company 

Attn: Janet Loduca, Esq. 

77 Beale Street 

San Francisco, CA 94105 

Weil, Gotshal & Manges LLP 

Attn: Stephen Karotkin, Esq. 

 Jessica Liou, Esq. 

 Matthew Goren, Esq. 

767 Fifth Avenue 

New York, NY 10153 

The Office of the United States Trustee for Region 17 

Attn: Andrew Vara, Esq. 

 Timothy Laffredi, Esq.); 

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

San Francisco, CA 94102 

Milbank LLP 

Attn: Dennis F. Dunne, Esq. 

 Sam A. Khalil, Esq. 

55 Hudson Yards 

New York, NY 10001-2163 

Milbank LLP 

Attn: Paul S. Aronzon, Esq., 

 Gregory A. Bray, Esq., 

 Thomas R. Kreller, Esq. 

2029 Century Park East, 33rd Floor 

Los Angeles, CA 90067 

Baker & Hostetler LLP 

 Attn: Eric Sagerman, Esq. and 

 Cecily Dumas, Esq. 

11601 Wilshire Boulevard, Suite 1400 

Los Angeles, CA 90025-0509 

Bruce A. Markell, Fee Examiner 

541 N. Fairbanks Ct., Ste 2200 

Chicago, IL 60611-3710 

Scott H. McNutt 

324 Warren Road 

San Mateo, California 94402 

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