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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

- and - 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

Debtors. 

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case 

No. 19-30088 (DM).

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

SUMMARY SHEET TO FIRST INTERIM 

FEE APPLICATION OF CRAVATH, 

SWAINE & MOORE LLP FOR 

ALLOWANCE AND PAYMENT OF 

COMPENSATION AND 

REIMBURSEMENT OF EXPENSES FOR 

THE PERIOD JANUARY 29, 2019 

THROUGH AND INCLUDING MAY 31, 

2019 

Date: TBD 

Time: TBD (Pacific Time) 

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Objection Deadline: September 12, 2019, at 

4:00 p.m. (Pacific Time) 

 

CRAVATH, SWAINE & MOORE LLP 

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019 

Tel: 212 474 1000 

Fax: 212 474 3700 

Attorneys for Debtors 

and Debtors in Possession 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 1 of

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General Information 

Name of Applicant: Cravath, Swaine & Moore LLP (“Cravath”) 

Authorized to Provide Professional Services to: Attorneys for Debtors and Debtors in 

Possession 

Petition Date: January 29, 2019 

Retention Date: April 25, 2019 nunc pro tunc to January 29, 

2019 

Prior Applications: None 

Summary of Fees and Expenses Sought in this Application 

Time Period Covered by this Application: January 29, 2019 through and including May 

31, 2019 (the “Compensation Period”) 

Amount of Compensation Sought as Actual, 

Reasonable and Necessary for the 

Compensation Period: 

$30,343,099.00 

Amount of Expense Reimbursement Sought As 

Actual, Reasonable and Necessary for the 

Compensation Period: 

$1,022,061.82 

Total Compensation and Expenses Requested 

for the Compensation Period: 

$31,365,160.82 

Total Fees and Expenses Allowed Pursuant to Prior Applications 

Total Allowed Compensation Paid to Date: N/A 

Total Allowed Expenses Paid to Date: N/A 

Total Allowed Compensation and Expenses 

Paid to Date: 

N/A 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 2 of

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Total Fees and Expenses Paid to Applicant Pursuant to Monthly Statements, but Not Yet 

Allowed 

Compensation Sought in this Application 

Already Paid Pursuant to the Interim 

Compensation Order but Not Yet Allowed 

(80% of Fees in February Monthly Fee 

Statement): 

$5,880,539.60 

Expenses Sought in this Application Already 

Paid Pursuant to the Interim Compensation 

Order but Not Yet Allowed (100% of Expenses 

in February Monthly Fee Statement): 

$410,918.01 

Summary of Fees and Expenses Sought in this Application 

Total Compensation and Expenses Sought in 

this Application Already Paid Pursuant to the 

Interim Compensation Order but Not Yet 

Allowed: 

$6,291,457.61 

Total Compensation and Expenses Sought in 

this Application Not Yet Paid: 

$25,073,703.21 

Summary of Rates and Other Related Information in this Application 

Blended Rate in this Application for All 

Attorneys: 

$749.25 

Blended Rate in this Application for All 

Timekeepers: 

$686.81 

Number of Timekeepers Included in this 

Application: 

119 

Number of Attorneys in this Application Not 

Included in Staffing Plan Approved by Client: 

N/A 

Difference Between Fees Budgeted and 

Compensation Sought for this Period: 

$3,134,839.18 under budget 

Number of Attorneys Billing Fewer than 15 

Hours to the Cases During the Compensation 

Period: 

7 attorneys 

Increase in Rates: None 

This is a(n): X__ Interim ____ Final Application 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 3 of

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SUMMARY OF PRIOR MONTHLY FEE STATEMENTS 

Date Filed 

and Dkt No. 

Period 

Covered 

Total Compensation and 

Expenses Incurred for 

Period Covered 

Total Amount Previously 

Requested with Prior 

Monthly Fee Statement 

Total Amount Paid to 

Date 

Holdback 

Fees 

Requested 

Fees Expenses Fees (@ 

80%) 

Expenses 

(@ 100%) 

Fees (@ 

80%) 

Expenses 

(@ 100%) 

Fees 

(@20%) 

6/19/19 

Dkt. No. 2645 

1/29/19– 

2/28/19 $7,350,674.50 $410,918.01 $5,880,539.60 $410,918.01 $5,880,539.60 $410,918.01 $1,470,134.90 

7/18/19 

Dkt. No. 3084 

3/1/19-

3/31/19 $7,888,829.00 $247,388.40 $6,311,063.20 $247,388.40 $0.00 $0.00 $1,577,765.80 

8/8/19 

Dkt No. 3484 

4/1/19-

4/30/19 $7,599,874.75 $219,270.08 $6,079,899.80 $219,270.08 $0.00 $0.00 $1,519,974.95 

8/20/19 

Dkt. No. 3614 

5/1/19-

5/31/19 $7,503,720.75 $144,485.33 $6,002,976.60 $144,485.33 $0.00 $0.00 $1,500,744.15 

Total: $30,343,099.00 $1,022,061.82 $24,274,479.20 $1,022,061.82 $5,880,539.60 $410,918.01 $6,068,619.80 

Summary of Any Objections to Monthly Fee Statements: None1

Compensation and Expenses Sought in this Application Not Yet Paid: $25,073,703.21 

 

 1

 The objection deadline with respect to Cravath’s Third Monthly Fee Statement is August 29, 2019, and the objection 

deadline with respect to Cravath’s Fourth Monthly Fee Statement is September 10, 2019. If each deadline passes without 

objection, the Debtors will remit payment of 80% of the requested fees and 100% of the requested expenses for each 

period. 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 4 of

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COMPENSATION BY PROFESSIONAL 

FOR THE COMPENSATION PERIOD 

The attorneys who rendered professional services in these Chapter 11 Cases during the 

Compensation Period are: 

NAME OF 

PROFESSIONAL 

PARTNERS: 

DEPARTMENT YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

John W. White Corporate 1974 $1,500 19.80 $29,700.00 

Andrew W. Needham Tax 1995 1,500 18.90 28,350.00 

Julie A. North Litigation 1990 1,500 72.30 108,450.00 

Antony L. Ryan Litigation 1997 1,500 67.60 101,400.00 

George E. Zobitz Corporate 1996 1,500 71.90 107,850.00 

Timothy G. Cameron Litigation 1999 1,500 429.60 644,400.00 

Paul H. Zumbro Corporate 1998 1,500 262.60 393,900.00 

Erik R. Tavzel Corporate 1999 1,500 430.20 645,300.00 

Kevin J. Orsini Litigation 2004 1,500 751.50 1,127,250.00 

John D. Buretta Litigation 1997 1,350 36.30 49,005.00 

Stephen M. Kessing Corporate 2006 1,350 42.90 57,915.00 

David M. Stuart Litigation 1996 1,350 249.60 336,960.00 

Omid H. Nasab Litigation 2007 1,350 576.90 778,815.00 

Damaris Hernandez Litigation 2008 1,350 32.20 43,470.00 

Nicholas A. Dorsey Corporate 2010 1,100 70.00 77,000.00 

Andrew C. Elken Corporate 2009 1,100 698.60 768,460.00 

Total Partners: 3,830.90 $5,298,225.00 

 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 5 of

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NAME OF 

PROFESSIONAL 

ASSOCIATES: 

DEPARTMENT YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Evan Norris Litigation 2003 $1,025 980.10 $1,004,602.50 

Lillian S. Grossbard Litigation 1998 1,020 754.30 769,386.00 

Lindsay J. Timlin Litigation 2010 1,010 428.00 432,280.00 

David A. Herman Litigation 2008 975 461.10 449,572.50 

Megan Y. Lew Litigation 2011 975 37.70 36,757.50 

Scott Reents Litigation 2008 975 399.90 389,902.50 

Nathan Denning Litigation 2011 960 12.40 11,904.00 

Daniel C. Haaren Corporate 2013 960 720.80 691,968.00 

Jordan Peterson Litigation 2014 960 572.00 549,120.00 

Brittany L. Sukiennik Litigation 2012 960 361.40 346,944.00 

Arvind Ravichandran Tax 2013 940 6.60 6,204.00 

Paul Sandler Corporate 2014 940 326.90 307,286.00 

Christopher Beshara Litigation 2015 890 1,139.10 1,013,799.00 

Kelsie Docherty Litigation 2015 890 23.70 21,093.00 

Alison Miller Litigation 2015 890 184.40 164,116.00 

Sanjay Murti Corporate 2015 890 16.10 14,329.00 

Michael Zaken Litigation 2015 890 364.70 324,583.00 

Christina Barreiro Litigation 2016 855 34.80 29,754.00 

Peter Fountain Litigation 2016 855 805.60 688,788.00 

Salah M. Hawkins Litigation 2016 855 674.70 576,868.50 

Matthias Thompson Litigation 2016 855 514.80 440,154.00 

Samantha Bui Litigation 2017 840 150.90 126,756.00 

Sarah K. Johnson Corporate 2017 840 15.00 12,600.00 

Grant S. May Litigation 2017 840 904.20 759,528.00 

Dean M. Nickles Litigation 2018 840 502.70 422,268.00 

Beatriz Paterno Litigation 2017 840 538.40 452,256.00 

Caleb Rosser Corporate 2017 840 4.60 3,864.00 

Valerie Sapozhnikova Corporate 2017 840 487.10 409,164.00 

Marco Wong Litigation 2017 840 713.20 599,088.00 

Gabriella Abdalla Litigation 

2013 

(Admitted in 

Brazil) 

750 13.40 10,050.00 

Jessica Choi Litigation 2018 750 514.30 385,725.00 

Catriela Cohen Corporate 2018 750 225.70 169,275.00 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 6 of

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NAME OF 

PROFESSIONAL 

ASSOCIATES: 

DEPARTMENT YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Melanie Cook Corporate 2018 $750 44.30 $33,225.00 

Marie Faber Litigation 

2014 

(Admitted in 

Amsterdam) 

750 12.00 9,000.00 

Michael Fahner Corporate 2018 750 621.40 466,050.00 

Allison Kempf Litigation 2018 750 821.70 616,275.00 

Monica D. Kozycz Litigation 2018 750 858.50 643,875.00 

Jieun Lim Corporate 2018 750 26.60 19,950.00 

Edgar Myer Litigation 

2017 

(Admitted in 

New South 

Wales) 

750 252.40 189,300.00 

Lukas Ritzenhoff Litigation 

2016 

(Admitted in 

Berlin) 

750 32.50 24,375.00 

Victoria Ryan Litigation 2018 750 354.20 265,650.00 

Christina S. Shin Corporate 2018 750 7.80 5,850.00 

Jeffrey Then Litigation 2018 750 67.50 50,625.00 

Allison Tilden Litigation 2018 750 599.40 449,550.00 

Alex Weiss Litigation 2018 750 218.10 163,575.00 

Seann Archibald Corporate 2019 595 150.10 89,309.50 

Sara Bodner Litigation 2019 595 659.70 392,521.50 

Aishlinn R. Bottini Litigation 2019 595 393.30 234,013.50 

Margaret Fleming Corporate 2019 595 575.70 342,541.50 

Courtney Gans Litigation 2019 595 11.00 6,545.00 

Sofia Gentel Litigation 2019 595 615.50 366,222.50 

Ciara Grubbs Litigation 2019 595 468.40 278,698.00 

Ya Huang Corporate 2019 595 508.20 302,379.00 

Michael Kahn Corporate 2019 595 15.70 9,341.50 

Kalana Kariyawasam Litigation 2019 595 638.80 380,086.00 

Feyilana Lawoyin Litigation 2019 595 551.30 328,023.50 

Sylvia Mahaffey Corporate 2019 595 455.50 271,022.50 

Lauren Phillips Litigation 2019 595 788.50 469,157.50 

Caleb Robertson Litigation 2019 595 884.00 525,980.00 

Rebecca Schwarz Litigation 2019 595 683.40 406,623.00 

Ryan Sila Litigation 2019 595 456.40 271,558.00 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 7 of

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NAME OF 

PROFESSIONAL 

ASSOCIATES: 

DEPARTMENT YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Emily Tomlinson Corporate 2019 $595 173.20 $103,054.00 

Raffaele DiMaggio Litigation 2004 565 1,041.50 588,447.50 

Marisa Wheeler Litigation 2003 565 390.20 220,463.00 

Nathan Ancheta Litigation 2017 415 312.70 129,770.50 

Michael Fessler Litigation 2011 415 848.30 352,044.50 

Jay Holt Litigation 1977 415 344.50 142,967.50 

Peter Lee Litigation 2004 415 257.00 106,655.00 

Trebor Lloyd Litigation 1993 415 665.20 276,058.00 

Alejandro MacLean Litigation 2008 415 492.80 204,512.00 

Andrea Naham Litigation 1987 415 384.80 159,692.00 

Matthew Ng Litigation 2014 415 283.50 117,652.50 

Robert Njoroge Litigation 2008 415 529.40 219,701.00 

Michael Pfeffer Litigation 2010 415 570.00 236,550.00 

Dianne Rim Litigation 2011 415 574.10 238,251.50 

Alain Rozan Litigation 1985 415 911.70 378,355.50 

Moshe K. Silver Litigation 2009 415 324.40 134,626.00 

Ryan Spence Litigation 2013 415 240.70 99,890.50 

Peter Truong Litigation 2004 415 799.10 331,626.50 

Andrew Weiner Litigation 1997 415 868.40 360,386.00 

Kimberly Tolman Litigation 2014 390 227.70 88,803.00 

Total Associates: 34,899.70 $23,720,814.50 

 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 8 of

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The paraprofessionals and other non-legal staff who rendered professional services in these 

Chapter 11 Cases during the Compensation Period are: 

NAME OF 

PARAPROFESSIONALS: DEPARTMENT HOURLY RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Janet Venegas Fernando Litigation 

Technology $400 205.90 $82,360.00 

Alex Kol Litigation 

Technology 400 23.00 9,200.00 

Justin McMullen Litigation 

Technology 400 8.50 3,400.00 

Miguel Gonzalez Litigation 

Technology 385 36.20 13,937.00 

Vaughn Harper Litigation 

Technology 385 25.70 9,894.50 

Lee Michael Stein Litigation 

Technology 375 112.00 42,000.00 

Roberto Severini Litigation 

Technology 360 53.00 19,080.00 

Somaiya Kibria Litigation Legal 

Assistant 335 305.10 102,208.50 

Laura De Feo Litigation Legal 

Assistant 310 509.10 157,821.00 

Elizabeth Greene Litigation Legal 

Assistant 310 545.90 169,229.00 

Scott Levinson Litigation Legal 

Assistant 310 386.60 119,846.00 

Joan Lewandowski Litigation Legal 

Assistant 310 88.30 27,373.00 

Matthew London Litigation Legal 

Assistant 310 626.80 194,308.00 

David Sizer Litigation Legal 

Assistant 310 349.60 108,376.00 

Jim V. Bell Litigation Legal 

Assistant 290 631.90 183,251.00 

Kathleen Driscoll Litigation Legal 

Assistant 290 82.80 24,012.00 

Vivian Fernandez Litigation Legal 

Assistant 290 578.00 167,620.00 

Erin Munro Litigation Legal 

Assistant 290 11.00 3,190.00 

Zachary Sanders Litigation Legal 

Assistant 290 422.70 122,583.00 

Stephanie Scanzillo Litigation Legal 

Assistant 290 686.90 199,201.00 

Veronica Velasco Litigation Legal 

Assistant 290 647.90 187,891.00 

Total Paraprofessionals: 6,377.00 $1,961,217.00 

 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 9 of

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The total fees for the Compensation Period are: 

PROFESSIONALS BLENDED RATE HOURS TOTAL 

COMPENSATION 

Partners $1,383.02 3,830.90 $5,298,225.00 

Associates 679.69 34,899.70 23,720,814.50 

Paraprofessionals 307.55 6,377.00 1,961,217.00 

Total Hours and Fees Incurred 45,107.60 30,980,256.50 

Less 50% Discount on NonWorking Travel Time (637,157.50 ) 

Total Adjusted Fees $30,343,099.00 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 10

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COMPENSATION BY PROJECT CATEGORY 

FOR THE COMPENSATION PERIOD 

TASK 

CODE DESCRIPTION HOURS AMOUNT 

ADMN Case Administration 769.40 $265,805.00 

ASST Use and Sale of Assets, Including 363 Sales 174.10 161,758.50 

AUTO Automatic Stay 44.80 31,309.50 

BARN Bar Date and Claims Noticing Matters 161.80 149,456.50 

CASE General Case Strategy 1,399.70 1,191,751.00 

CASH Financing/Cash Collateral 532.10 481,707.50 

COMM Committee Matters 538.50 464,672.50 

CRAV Cravath Retention and Fee Application 671.10 480,411.50 

CRED Creditor Inquiries 19.50 22,436.50 

DSSV 

Disclosure Statement/ Solicitation/Voting 

Matters 11.30 11,490.00 

ECUL Executory Contracts and Unexpired Leases 0.30 282.00 

FEEO 

Retention and Fee Application of NonCravath Professionals 370.00 322,485.50 

GOVR Corporate Governance and Securities Matters 2,898.30 2,823,564.00 

HEAR Hearings and Court Matters 264.10 267,705.50 

INVS Investigations 2,860.40 2,288,285.50 

NONB Non-Bankruptcy Litigation 10,710.70 6,235,550.00 

OCMS Other Contested Matters 48.20 35,308.00 

OPRS Business Operations Matters 1,436.90 1,181,634.50 

PLAN Plan of Reorganization/Plan Confirmation 22.60 26,630.00 

PUBL Public Relations Strategy 152.70 173,353.00 

REGS Regulatory and Legislative Matters 10,975.90 6,386,323.50 

TRVL Non-Working Travel Time 1,576.20 1,274,315.00 

USTM 

U.S. Trustee 

Matters/Meetings/Communications/Reports 21.00 19,000.50 

WILD Wildfire Claims Matters 9,448.00 6,685,021.00 

Total: 45,107.60 $30,980,256.50 

 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 11

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EXPENSE SUMMARY 

FOR THE COMPENSATION PERIOD 

EXPENSES AMOUNT 

Business Meals $40,881.56 

Courier/Mail Services 6,019.04 

Duplicating 4,301.59 

Meeting/Deposition Rooms 218.30 

Special Disbursements (Including Expert Fees) 201,519.59 

Transportation 31,609.46 

Travel 737,512.28* 

Total $1,022,061.82 

*Hotel expenses have been capped for reimbursement purposes at $500/night for the period addressed in the First 

Monthly Fee Statement, and $600.00/night thereafter.

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 12

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CRAVATH, SWAINE & MOORE LLP 

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

Worldwide Plaza 

825 Eighth Avenue 

New York, NY 10019 

Tel: 212 474 1000 

Fax: 212 474 3700 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors 

and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

- and - 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

Debtors. 

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case 

No. 19-30088 (DM).

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

FIRST INTERIM FEE APPLICATION OF 

CRAVATH, SWAINE & MOORE FOR 

ALLOWANCE AND PAYMENT OF 

COMPENSATION AND 

REIMBURSEMENT OF EXPENSES FOR 

THE PERIOD JANUARY 29, 2019 

THROUGH AND INCLUDING MAY 31, 

2019 

Date: TBD 

Time: TBD (Pacific Time) 

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Objection Deadline: September 12, 2019, at 

4:00 p.m. (Pacific Time) 

 

Case: 19-30088 Doc# 3683 Filed: 08/23/19 Entered: 08/23/19 18:06:52 Page 13

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Cravath, Swaine & Moore LLP (“Cravath”), attorneys for PG&E Corporation (“PG&E 

Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession 

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

Cases”), for its first application (the “First Interim Fee Application” or the “Application”), pursuant 

to sections 330(a) and 331 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 

2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for the interim 

allowance of compensation for professional services performed by Cravath for the period commencing 

January 29, 2019 through and including May 31, 2019 (the “Compensation Period”) and for 

reimbursement of its actual and necessary expenses incurred during the Compensation Period, 

respectfully represents: 

PRELIMINARY STATEMENT AND CASE STATUS 

1. The Chapter 11 Cases and the hundreds of stayed and contemplated litigations 

concerning the 2015 Butte fire, the 2017 North Bay fires and the 2018 Camp fire (collectively, the 

“Wildfire Litigations”) are large, complex actions. Cravath’s role in representing the Debtors is 

expansive and concerns six primary areas, among several others. First, Cravath is lead counsel in all 

the Wildfire Litigations. The Wildfire Litigations comprise claims by thousands of plaintiffs—

including individuals, insurance companies and public entities—with potential liabilities in excess of 

$30 billion if the Debtors were to be found liable for certain or all of the alleged damages (excluding 

potential punitive damages, fines and penalties and damages from claims that have not manifested 

yet). During the Compensation Period, Cravath spent over 9,400 hours of attorney and paraprofessional time (in particular under task code “WILD”) investigating the facts of the fires underlying 

the Wildfire Litigations, including working with experts and reviewing reports issued by the California 

Department of Forestry and Fire Protection (“CAL FIRE”). Second, Cravath has represented the 

Debtors in responding to detailed data requests from state regulatory agencies (under task code 

“REGS”), including the California Public Utilities Commission (the “CPUC”), California 

Independent System Operator (“CAISO”) and CAL FIRE, spending nearly 11,000 hours of 

professional time on such responses. Third, during the Compensation Period, Cravath conducted other 

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categories of investigations (primarily under task code “INVS”), including in connection with an 

investigation by the Securities and Exchange Commission (“SEC”). Fourth, Cravath advises the 

Debtors on all wildfire and related issues that have arisen in connection with the Utility’s corporate 

probation resulting from its January 27, 2017 federal criminal convictions. This has entailed drafting 

detailed responses to the federal monitor appointed to oversee that probation, as well as to the 

Hon. William H. Alsup, and the review and production of documents. Cravath recorded over 10,700 

hours of professional time (under task code “NONB”) in connection with the criminal probation and 

other criminal inquiries. Fifth, Cravath advised the Debtors regularly during the Compensation Period 

on corporate governance matters (under task code “GOVR”), including in connection with the postpetition recomposition of the boards of directors of the Debtors and the drafting and/or review of the 

Debtors’ SEC filings and other public disclosures to investors. Sixth, Cravath participated in various 

aspects of these Chapter 11 Cases with the Debtors’ other professionals, including in connection with 

obtaining debtor-in-possession (“DIP”) financing facilities and preparing for Section 502(c) 

estimation proceedings with respect to the Wildfire claims. Such bankruptcy work has been divided 

among several task codes, including “BARN”, “CASH”, “WILD” and “CRAV” (for drafting 

documents related to Cravath’s retention and fee applications and related matters). These categories—

among several others—are described in greater detail below. Given the breadth, complexity and 

volume of the work for which Cravath seeks compensation on behalf of its team of 119 professionals—

who in the aggregate recorded 45,107.60 hours during the 4-month Compensation Period—the 

descriptions herein are necessarily summary in fashion. 

2. This Application has been prepared in accordance with the Bankruptcy Code, 

the Bankruptcy Rules, the Bankruptcy Local Rules for the Northern District of California (the “Local 

Rules”), the Order Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority 

to Establish Procedures for Interim Compensation and Reimbursement of Expenses of Professionals 

[Docket No. 701] (the “Interim Compensation Order”), the Guidelines for Compensation and 

Expense Reimbursement of Professionals and Trustees for the Northern District of California, dated 

February 19, 2014 (the “Local Guidelines”), and the U.S. Trustee Guidelines for Reviewing 

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Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. § 330 by 

Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines,” 

and, together with the Local Guidelines, the “Fee Guidelines”). 

JURISDICTION 

3. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 

and 1334, the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General 

Order 24 (N.D. Cal.) and Rule 5011-1(a) of the Local Rules. This is a core proceeding pursuant to 28 

U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

BACKGROUND 

4. On January 29, 2019 (the “Petition Date”), the Debtors commenced these 

Chapter 11 Cases. The Debtors continue to operate their businesses and manage their properties as 

debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee has 

been appointed in either of the Chapter 11 Cases. The Chapter 11 Cases are being jointly administered 

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

5. On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed 

an Official Committee of Unsecured Creditors (the “Creditors’ Committee”). On February 15, 2019, 

the U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants 

Committee” and, together with the Creditors Committee, the “Committees”). On May 29, 2019, the 

Court entered an order appointing Bruce A. Markell as the fee examiner for the Chapter 11 Cases (the 

“Fee Examiner”). The Fee Examiner’s protocol has not yet been filed with the Court. 

6. Additional information regarding the circumstances leading to the 

commencement of the Chapter 11 Cases and information regarding the Debtors’ businesses and capital 

structure is set forth in the Amended Declaration of Jason P. Wells in Support of the First Day Motions 

and Related Relief [Docket No. 263] (the “Wells Declaration”). 

The Debtors’ Retention of Cravath 

7. On March 22, 2019, the Debtors filed an application to employ Cravath as their 

attorneys, effective as of the Petition Date [Docket No. 1024] (the “Retention Application”), which 

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application was approved by the Court by Order entered April 25, 2019 [Docket No. 1683] (the 

“Retention Order”). 

8. The Retention Order authorizes the Debtors to compensate and reimburse 

Cravath in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Fee Guidelines and the 

Interim Compensation Order. The Retention Order also authorizes the Debtors to compensate Cravath 

at its customary hourly rates for services rendered and to reimburse Cravath for its actual and necessary 

expenses incurred, subject to application to this Court. Specifically, the Retention Order authorizes 

Cravath “to render the professional services specified in or contemplated by the [Retention] 

Application” [Docket No. 1683 ¶ 3], which are: 

 “advising and representing the Debtors with respect to the Wildfire 

Litigation Matters, including by prosecuting actions on the Debtors’ behalf, 

defending actions commenced or ongoing against the Debtors, negotiating 

disputes in which the Debtors are involved and preparing objections to 

motions or to claims filed against the Debtors’ estates; 

 advising and representing the Debtors in connection with claims allowance, 

claims estimation and related settlement and plan of reorganization matters 

with respect to claims in connection with the Wildfire Litigation Matters; 

 representing the Debtors in connection with investigations and inquiries by 

regulators and prosecuting authorities related to the Northern California 

wildfires, and advising the Debtors in connection with wildfire issues that 

have arisen or may arise in connection with their criminal probation arising 

from the San Bruno gas explosion; 

 advising and representing the Debtors with respect to (i) any sale or other 

disposition or separation of assets or other strategic transactions; (ii) any 

financing transactions, including any amendment to, or incremental 

borrowing under, the DIP Financing, and bankruptcy exit financings; (iii) 

corporate governance and disclosure matters; and (iv) tax and employee 

benefits matters; in each case including negotiating and preparing on the 

Debtors’ behalf any agreements, applications, motions and other filings 

related thereto; 

 in consultation with the Debtors’ other professionals, taking all necessary 

actions in connection with any Chapter 11 plan and related disclosure 

statement and/or other related documents, including in particular as they 

relate to the matters specified above; and 

 performing all other necessary legal services in connection with these 

Chapter 11 Cases as requested by the Debtors and without duplication of 

other professionals’ services.” 

[Docket No. 1024 at 8.] 

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Summary of Professional Compensation 

and Reimbursement of Expenses Requested 

9. Cravath seeks allowance of interim compensation for professional services 

performed during the Compensation Period in the amount of $30,343,099.00 and for reimbursement 

of expenses incurred in connection with the rendition of such services in the amount of $1,022,061.82. 

During the Compensation Period, Cravath attorneys and paraprofessionals expended a total of 

45,107.60 hours in connection with the necessary services performed. 

10. There is no agreement or understanding between Cravath and any other person, 

other than members of the firm, for the sharing of compensation to be received for services rendered 

in these Chapter 11 Cases. Except as set forth below with respect to payments received by Cravath 

pursuant to the Interim Compensation Order, during the Compensation Period, Cravath received no 

payment or promises of payment from any source for services rendered or to be rendered in any 

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

11. Prior to the Petition Date, the Debtors paid Cravath certain amounts as an 

advance payment retainer for professional services to be performed and expenses to be incurred in 

connection with its representation of the Debtors and in preparation for the commencement of the 

Chapter 11 Cases. Based on a reconciliation of all charges and expenses through the Petition Date, 

the balance of the advance payment retainer as of the Petition Date was approximately $6,973,129 (the 

“Retainer Balance”). Following application of the retainer balance to Cravath’s First Monthly Fee 

Statement [Docket No. 2645], the retainer has been fully used and the remaining balance is $0. 

Pursuant to informal discussions with the U.S. Trustee’s Office in connection with the Application, 

Cravath has waived all replenishment rights under the retainer agreement. 

12. The fees charged by Cravath in these Chapter 11 Cases are billed in accordance 

with Cravath’s existing billing rates and procedures in effect during the Compensation Period. The 

rates Cravath charges for the services rendered by its professionals and paraprofessionals in these 

Chapter 11 cases are generally the same rates Cravath charges for professional and paraprofessional 

services rendered in comparable bankruptcy and non-bankruptcy related matters. Such fees are 

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reasonable based on the customary compensation charged by comparably skilled practitioners in 

comparable bankruptcy and non-bankruptcy cases in a competitive national legal market. 

13. The summary sheets contain a schedule of Cravath professionals and 

paraprofessionals who have performed services for the Debtors during the Compensation Period, the 

capacities in which each individual is employed by Cravath, the department in which each individual 

practices, the hourly billing rate charged by Cravath for services performed by such individuals, the 

year in which each attorney was first licensed to practice law, where applicable, and the aggregate 

number of hours expended in this matter and fees billed therefor. Biographical information for 

paraprofessionals can be made available upon request by the Court or the Fee Examiner. 

14. The summary sheets also contain a summary of Cravath’s hours billed during 

the Compensation Period using project categories (each of which correspond to a billing task code) 

described therein and hereinafter described. Cravath maintains computerized records of the time spent 

by all Cravath attorneys and paraprofessionals in connection with its representation of the Debtors. 

Copies of these computerized records have been filed on the docket with Cravath’s monthly fee 

statements and furnished to the Debtors, counsel for each of the Committees, the U.S. Trustee and the 

Fee Examiner in the format specified by the Fee Guidelines. 

15. The summary sheets also contain a schedule specifying the categories of 

expenses for which Cravath is seeking reimbursement and the total amount for each such expense 

category. Itemized schedules of all such expenses have been filed on the docket with Cravath’s 

monthly fee statements, provided to the Debtors, counsel for each of the Committees, the U.S. Trustee 

and the Fee Examiner. 

16. Annexed hereto as Exhibit A is a certification regarding Cravath’s compliance 

with the Fee Guidelines. 

17. Annexed hereto as Exhibit B is a summary and comparison of the aggregate 

blended hourly rates billed by Cravath’s timekeepers in its New York office (Cravath’s sole domestic 

office) on all matters during the preceding year on a rolling 12-months year ending May 31, 2019 and 

the blended hourly rates billed to the Debtors during the Compensation Period. 

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18. Cravath discussed its rates, fees and staffing with the Debtors at the outset of 

these cases. Further, Cravath provided the Debtors with an estimated budget in connection with the 

Debtors’ postpetition financing, which, as to the Compensation Period, was most recently amended 

and agreed-upon on April 29, 2019. A summary of Cravath’s budget, as applicable for the 

Compensation Period, is attached hereto as Exhibit C. Cravath estimated its fees for the 

Compensation Period would be approximately $34,500,000.00, and the fees sought for the 

Compensation Period are below that estimate. A summary of staffing is attached hereto as Exhibit D. 

Attorneys and paraprofessionals assigned to this matter were necessary to assist with the 

administration of the Chapter 11 Cases, preservation of the Debtors’ assets and the other matters 

described herein. The Debtors are aware of the complexities of these cases, the many issues that need 

to be addressed, the various disciplines involved and that staffing needs are dynamic based on a 

number of factors, many of which are unpredictable, including the activities of other parties in interest 

in these Chapter 11 Cases. 

19. To the extent that time or disbursement charges for services rendered or 

disbursements incurred relate to the Compensation Period, but were not processed prior to the 

preparation of this Application, Cravath reserves the right to request additional compensation for such 

services and reimbursement of such expenses in a future application. 

Summary of Services Performed by 

Cravath During the Compensation Period 

20. As described above, during the Compensation Period, Cravath rendered 

substantial professional services to the Debtors in connection with their ongoing restructuring efforts, 

corporate governance matters, regulatory investigations and the Wildfire Litigations. The following 

is a summary of the significant professional services rendered by Cravath during the 

Compensation Period, organized in accordance with Cravath’s internal system of project or work 

codes: 

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a. Case Administration (Incl. Docket Updates and Case Calendar) (Task Code ADMN) 

Fees: $265,805.00; Total Hours: 769.40 

 Tracked litigation and investigations, including collecting and saving pertinent 

case materials, organizing hearing, deposition and interview transcripts and 

updating a calendar of deadlines across multiple matters;  Managed the collection and review of documents on internal and third-party 

discovery workspaces;  Maintained credentials for secure File Transfer Protocol sites and transmission 

of files through the same; and  Organized the contact information of Debtor personnel to facilitate interviews 

further to investigations. 

b. Committee Matters (Task Code COMM) 

Fees: $464,672.50; Total Hours: 538.50 

 Reviewed and drafted responses to numerous Committee discovery requests 

and motions;  Corresponded with Committees regarding DIP financing and other bankruptcy 

matters; and  Negotiated protective orders to govern the production of materials responsive 

to Committee requests for production. 

c. Use and Sale of Assets, Including 363 Sales (Task Code ASST) 

Fees: $161,758.50; Total Hours: 174.10 

 Analyzed provisions in the DIP credit agreement and other financing 

documents in connection with asset sales and other dispositions; and 

 Performed legal research and prepared various materials in connection with 

proposed structural changes involving the potential sale of certain of the 

Debtors’ assets. 

d. Automatic Stay (Task Code AUTO) 

Fees: $31,309.50; Total Hours: 44.80 

 Identified complaints alleging prepetition wildfire claims that were potentially 

filed in violation of the automatic stay; 

 Prepared correspondence to wildfire claimants regarding potential violations of 

the automatic stay, including with respect to the postpetition commencement or 

continuation of litigation concerning prepetition wildfire claims; 

 Conducted legal and factual research concerning enforcement of the automatic 

stay as applied to state court wildfire litigation; and 

 Coordinated with the Debtors’ other legal advisors regarding potential 

violations of and other issues relating to the automatic stay. 

e. Bar Date and Claim Noticing Matters (Task Code BARN) 

Fees: $149,456.50; Total Hours: 161.80 

 Prepared, drafted and filed an application seeking to establish a bar date for 

claims (including wildfire-related claims) in the Chapter 11 Cases; 

 Prepared, drafted and filed proof of claim forms to be used for specific wildfirerelated claims, including for individual wildfire-related claims and subrogation 

wildfire-related claims; 

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 Coordinated with the Debtors’ claims and noticing agent, Prime Clerk LLC, 

and other professionals regarding the proposed bar date and related proof of 

claim forms and noticing procedures; 

 Conferred with the U.S. Trustee, counsel for each of the Committees and other 

parties in interest regarding the proposed deadlines and related proof of claim 

forms and noticing procedures; and  Conferred with the Debtors and their other advisors regarding various claimrelated issues. 

f. General Case Strategy (Task Code CASE) 

Fees: $1,191,751.00; Total Hours: 1,399.70 

 Participated in numerous meetings, conferences and teleconferences and 

engaged in written communications among Cravath, the Debtors and the 

Debtors’ other advisors regarding general case strategy and status;  Prepared for and participated in meetings and teleconferences concerning case 

resolution, including relating to Section 502(c) estimation matters;  Conducted and reviewed legal research relevant to strategic bankruptcy and 

legal issues common to the Wildfire Litigations;  Reviewed and provided legal advice concerning business matters and media 

inquiries relevant to the Chapter 11 Cases, Wildfire Litigations, investigations 

and various related issues; and  Organized and tracked legal holds and document collection work in support of 

all matters. 

g. Financing / Cash Collateral (Task Code CASH) 

Fees: $481,707.50; Total Hours: 532.10 

 Drafted and negotiated documentation governing the Debtors’ $5.5 billion DIP 

financing facilities, including DIP credit agreement and interim and final DIP 

financing orders;  Drafted and obtained approval of the DIP motion and the motion to seal the DIP 

financing fee letters; 

 Participated in numerous conferences and teleconferences with the Debtors, 

other Debtor professionals, the DIP Lenders, the DIP Lenders’ professionals 

and representatives of the Committees regarding the DIP financing facilities 

and DIP financing orders, and prepared and reviewed certain related 

presentations and other materials; and 

 Prepared and/or reviewed drafts of various public and/or regulatory filings in 

respect of the DIP financing facilities. 

h. Cravath Retention and Fee Applications (Task Code CRAV) 

Fees: $480,411.50; Total Hours: 671.10 

 Drafted application for Debtors’ retention of Cravath; 

 Drafted, edited and reviewed monthly fee statements and related exhibits; and 

 Revised time entries prepared for submission with monthly fee statements to 

prevent the disclosure of privileged information or attorney work product. 

i. Creditor Inquiries (Task Code CRED) 

Fees: $22,436.50; Total Hours: 19.50 

 Coordinated the replacement of the administrative agent for PG&E Corp.’s 

prepetition revolving credit facility; 

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 Addressed matters raised by prepetition lenders regarding the Debtors’ ability 

to elect certain treatment of borrowings under existing credit facilities and 

related issues; and 

 Resolved creditor inquiries in connection with the Debtors’ DIP financing, 

committee interests and issues related to the existing wildfire litigation. 

j. Disclosure Statement/Solicitation/Voting Issues (Task Code DSSV) 

Fees: $11,490.00; Total Hours: 11.30 

 Reviewed and edited Debtors’ SEC filings.1

k. Executory Contracts and Unexpired Leases (Task Code ECUL) 

Fees: $282.00; Total Hours: 0.30 

 Participated in teleconferences with Debtors’ other professionals regarding 

motions to assume and assign pre-petition contracts. 

l. Retention and Fee Applications of Non-Cravath Professionals (Task Code FEEO) 

Fees: $322,485.50; Total Hours: 370.00 

 Prepared, reviewed, and filed motions for the Debtors to retain

Compass Lexecon, LLC as economic consultants (including Docket Nos. 1756, 

1757, 1758, 1760, 1842, 1844 and 2250); 

 Conferred with the Debtors, Debtor’s other professionals and 

Compass Lexecon regarding retention procedures and conflicts issues; and 

 Conferred with the Debtors, Debtor’s other professionals and experts regarding 

retention applications. 

m. Corporate Governance and Securities Matters (Task Code GOVR) 

Fees: $2,823,564.00; Total Hours: 2,898.30 

 Drafted or edited numerous of Debtors’ SEC filings; 

 Reviewed and provided comments to Debtors’ earnings releases and other 

investor communications; 

 Corresponded with shareholders and their representatives; 

 Assisted and advised the Debtors in connection with the post-petition 

recomposition of the Debtors’ boards of directors, including related securities 

law and SEC disclosure matters; 

 Prepared materials for and participated in meetings of the Debtors’ boards of 

directors and related committees; 

 Researched California and federal regulatory and securities law for the purpose 

of rendering advice regarding public disclosures; 

 Conferred with Debtors’ auditors and financial advisors regarding securities, 

accounting and other governance issues; and 

 Corresponded with Debtors’ officers and directors on corporate governance 

matters. 

 1

 11 hours of the 11.30 hours of attorney time spent on DSSV should be reallocated to GOVR. Cravath’s First and 

Third Monthly Fee Statements [Docket Nos. 2645 and 3484] are deemed amended hereby to the extent of such reallocation. 

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n. Hearings and Court Matters (Task Code HEAR) 

Fees: $267,705.50; Total Hours: 264.10 

 Prepared for and attended certain in-person and telephonic hearings before the 

Court, including hearings related to the Debtors’ motion for approval of DIP 

financing, conferences addressing wildfire-related discovery disputes and the 

hearing on Cravath’s retention application; and  Prepared pleadings, exhibits and other documents for hearings on the Debtors’ 

motion for approval of DIP financing. 

o. Investigations (Task Code INVS) 

Fees: $2,288,285.50; Total Hours: 2,860.40 

 Conducted telephonic and in-person interviews of Debtors’ subject matter 

experts and counsel regarding securities issues;  Conducted factual investigations regarding various electric operations issues, 

including interviewing Debtor personnel and reviewing Debtor documents 

regarding the same;  Consulted with outside auditor regarding accounting documentation;  Reviewed and analyzed Debtors’ accounting and remediation documents;  Reviewed and analyzed Debtors’ financial disclosures;  Represented Debtors in connection with SEC investigation; and  Advised Debtors generally regarding ongoing disclosure obligations. 

p. Non-Bankruptcy Litigation (Task Code NONB) 

Fees: $6,235,550.00; Total Hours: 10,710.70 

 Coordinated collection, review and production of numerous documents in 

response to requests from government entities in relation to criminal 

investigations surrounding the Camp Fire; 

 Conducted meetings and interviews with Debtor personnel to determine 

location and collection strategy for documents responsive to requests for 

production by government entities in relation to criminal investigations 

surrounding the Camp Fire;  Reviewed thousands of documents, including custodial Electronically Stored 

Information, for privilege and responsiveness to requests for production by 

government entities;  Drafted cover letters to attach to productions to government entities;  Drafted responses to dozens of information requests by the federal monitor 

appointed in United States of America v. Pacific Gas and Electric Company, No. 3:14-cr-00175-WHA;  Drafted and filed Pacific Gas and Electric Company’s Response to Request for 

Information in United States of America v. Pacific Gas and Electric Company, No. 3:14-cr-00175-WHA, [Docket No. 1015] (Feb. 22, 2019); 

 Drafted and filed Response to Second Order to Show Cause Why PG&E’s 

Conditions of Probation Should not be Modified, United States of America v. 

Pacific Gas and Electric Company in No. 3:14-cr-00175-WHA, [Docket 

No. 1032] (March 22, 2019); 

 Drafted and filed Response to Request for Briefing on Statutory Limit to Term 

of Probation and on Public Disclosure of Monitor Reports in United States of 

America v. Pacific Gas and Electric Company, No. 3:14-cr-00175-WHA, 

[Docket No. 1052] (Apr. 16, 2019);  Conducted numerous meetings and interviews with subject matter experts to 

gather information and confirm accuracy of drafted responses to orders in 

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United States of America v. Pacific Gas and Electric Company, No. 3:14-cr00175-WHA; and 

 Responded to various inquiries from the Debtors and other parties in interest 

regarding the status of prepetition actions and settlements. 

q. Other Contested Matters (Task Code OCMS) 

Fees: $35,308.00; Total Hours: 48.20 

 Participated in conferences and teleconferences with Debtor and other Debtor 

professionals regarding various contested matters, and prepared reports and 

other materials with respect to the same. 

r. Business Operations Matters (Task Code OPRS) 

Fees: $1,181,634.50; Total Hours: 1,436.90 

 Prepared for and participated in regular meetings and teleconferences with 

PG&E personnel regarding strategy for business operations matters for the 

purposes of providing legal advice, including the Community Wildfire Safety 

Program (“CWSP”), the Public Safety Power Shutoff program and other 

operations of PG&E;  Reviewed and commented on draft policies, public official communications, 

internal communications and other documents regarding business operations 

matters, including the CWSP, the Public Safety Power Shutoff program and 

other operations of PG&E;  Responded to data requests concerning the CWSP; and  Advised PG&E’s in-house legal team and other PG&E personnel on various 

regulatory requirements and records-keeping practices with respect to business 

operations matters, including the CWSP, the Public Safety Power Shutoff 

program and other day-to-day operations of PG&E. 

s. Plan of Reorganization / Plan Confirmation (Task Code PLAN) 

Fees: $26,630.00; Total Hours: 22.60 

 Participated in internal and external conferences and teleconferences with the 

Debtors, other Debtor professionals and other parties in interest regarding 

structural and other considerations associated with the Debtors’ potential plans 

of reorganization; and  Prepared and negotiated plan support agreements with certain parties in interest. 

t. Public Relations Strategy (Task Code PUBL) 

Fees: $173,353.00; Total Hours: 152.70 

 Participated in meetings, teleconferences and written communications among 

Cravath, the Debtors and the Debtors’ other advisors regarding public relations 

and media strategies in connection with the Chapter 11 Cases, 

Wildfire Litigations, related investigations and other issues; 

 Retained public relations advisors to develop and support provision of legal 

advice regarding public relations strategy; and 

 Reviewed and provided legal advice concerning public relations and media 

documents. 

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u. Regulatory & Legislative Matters (Task Code REGS) 

Fees: $6,386,323.50; Total Hours: 10,975.90 

 Conducted meetings and interviews with Debtor personnel to determine 

location and collection strategy for documents responsive to data requests 

served by the CPUC, CAISO and CAL FIRE pertaining to the 2017 North Bay 

Fires, the 2018 Camp Fire and other areas contemplated by the requests;  Collected and reviewed documents for responsiveness to hundreds of data 

requests served by the CPUC, CAISO and CAL FIRE pertaining to the 2017 

North Bay Fires, the 2018 Camp Fire and other areas contemplated by the 

requests;  Reviewed and redacted documents responsive to CPUC, CAISO and CAL 

FIRE data requests for privilege;  Produced documents responsive to CPUC, CAISO and CAL FIRE data requests 

and coordinated with document vendors with respect to the same; and  Drafted narrative responses to questions posed by CPUC, CAISO and 

CAL FIRE pertaining to the 2017 North Bay Fires, the 2018 Camp Fire and 

other areas contemplated by the requests. 

v. Non-Working Travel Time (Task Code TRVL) 

50% of Fees: $637,157.50; Total Hours: 1,576.20 

 Travel time to Debtors’ offices and court hearings not otherwise billable. 

w. U.S. Trustee Matters / Meetings /Communications / Reports (Task Code USTM) 

Fees: $19,000.50; Total Hours: 21.00 

 Participated in discussions with representatives of the U.S. Trustee regarding 

the Debtors’ DIP financing facilities and the motion to seal the DIP financing 

fee letters;  Participated in discussions with representatives of the U.S. Trustee regarding 

expert retention matters; and  Prepared disclosures for inclusion in the Debtors’ statements of financial 

affairs. 

x. Wildfire Claims Matters (Task Code WILD) 

Fees: $6,685,021.00; Total Hours: 9,448.00 

 Conducted ongoing factual investigations of North Bay and Camp fires, 

including interviewing Debtor personnel and reviewing Debtor documents 

regarding the same;  Managed the preservation and collection of evidence related to the North Bay 

and Camp fires;  Reviewed and evaluated CAL FIRE wildfire investigation reports and 

supporting evidence;  Retained and worked with numerous consulting experts regarding fire cause 

and origin, electrical and metallurgical evidence, damages and other issues 

relevant to wildfire claims; 

 Conducted and reviewed legal research relevant to wildfire claims; and 

 Drafted memoranda and presentations for Debtors concerning the preliminary 

findings of the investigations on the North Bay and Camp fires.

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21. The foregoing is merely a summary of the various professional services 

rendered by Cravath during the Compensation Period. The professional services performed by 

Cravath were necessary and appropriate to the administration of the Chapter 11 Cases and were in the 

best interests of the Debtors and the estates. Compensation for such services as requested is 

commensurate with the complexity, importance and nature of the issues and tasks involved. 

22. The professional services performed by partners, counsel and associates of 

Cravath were primarily rendered by the Corporate and Litigation Departments.2 

23. The professional services performed by Cravath on behalf of the Debtors during 

the Compensation Period required an aggregate expenditure of 45,107.60 recorded hours by Cravath’s 

partners, counsel, associates and paraprofessionals. Of the aggregate time expended, 3,830.90 

recorded hours were expended by Cravath partners; 34,899.70 recorded hours were expended by 

associates, counsel, practice area attorneys and discovery attorneys; and 6,377.00 recorded hours were 

expended by paraprofessionals and other non-legal staff of Cravath. 

24. During the Compensation Period, Cravath billed the Debtors for time expended 

by attorneys based on hourly rates ranging from $390.00 to $1,500.00 per hour for attorneys. 

Allowance of compensation in the amount requested would result in a blended hourly billing rate for 

attorneys of approximately $749.25 (based on 38,730.60 recorded hours for attorneys at Cravath’s 

billing rates in effect at the time of the performance of services). 

Actual and Necessary Disbursements of Cravath 

25. Cravath has disbursed $1,022,061.82 as expenses incurred in providing 

professional services during the Compensation Period. These expenses are reasonable and necessary 

and were essential to, among other things, ongoing work of subject matter experts retained for 

purposes of the Wildfire Litigations, travel to and from court hearings and preparation of materials for 

the same. Pursuant to arrangements agreed to between the Debtors and the Office of the U.S. Trustee 

(and disclosed to the Committees), expenses for subject matter experts relating to the 

 2

 Cravath’s Financial Restructuring and Reorganization (“FR&R”) practice group is organizationally located in the 

Corporate Department, but involves the participation of attorneys from both the Corporate and Litigation Departments. 

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Wildfire Litigations and associated claims are included as expenses under the line item “Special 

Disbursements”, and separate approval by the Court of the employment of these subject matter experts 

by Cravath has not been sought or obtained. 

26. Cravath has made every effort to minimize its disbursements in these 

Chapter 11 Cases. The actual expenses incurred in providing professional services were necessary, 

reasonable and justified under the circumstances to serve the needs of the Debtors, their estates and 

their economic stakeholders. 

The Requested Compensation Should Be Allowed 

27. Section 331 of the Bankruptcy Code provides for interim compensation of 

professionals and incorporates the substantive standards of section 330 to govern the Court’s award of 

such compensation. 11 U.S.C. § 331. Section 330 of the Bankruptcy Code provides that a Court may 

award a professional employed under section 327 of the Bankruptcy Code “reasonable compensation 

for actual, necessary services rendered [and] reimbursement for actual, necessary expenses.” 

11 U.S.C. § 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and 

reimbursement: 

In determining the amount of reasonable compensation to be awarded 

to [a] professional person, the court shall consider the nature, the 

extent, and the value of such services, taking into account all relevant 

factors, including – 

(A) the time spent on such services; 

(B) the rates charged for such services; 

(C) whether the services were necessary to the administration of, or 

beneficial at the time at which the service was rendered toward

the completion of, a case under this title; 

(D) whether the services were performed within a reasonable 

amount of time commensurate with the complexity, 

importance, and nature of the problem, issue, or task addressed; 

(E) with respect to a professional person, whether the person is 

board certified or otherwise has demonstrated skill and 

experience in the bankruptcy field; and 

(F) whether the compensation is reasonable based on the customary 

compensation charged by comparably skilled practitioners in 

cases other than cases under this title. 

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Id. § 330(a)(3). 

28. In the instant case, Cravath submits that the services for which it seeks 

compensation and the expenditures for which it seeks reimbursement in this Application were 

necessary for and beneficial to the preservation and maximization of value for all stakeholders and to 

the orderly administration of the Chapter 11 Cases. The Debtors sought Chapter 11 protection “to find 

the quickest and most efficient way to provide compensation” to the victims “of the tragic 2017 and 

2018 wildfires” who are entitled to compensation. (Aug. 14, 2019 Hr’g Tr. 22:21-23:2 (Statement of 

K. Orsini); accord Aug. 13, 2019 Hr’g Tr. 7:13-8-23 (Statement of the Court).) Cravath’s work, as 

summarized above and detailed in its time entries, is focused on the resolution of claims stemming 

from the wildfires, as well as related regulatory compliance investigations and activities. Such 

services and expenditures were necessary to and in the best interests of the Debtors’ estates, creditors 

and all other parties in interest. The compensation requested herein is reasonable and appropriate in 

light of the nature, extent and value of such services to the Debtors, as well as the size and complexity 

of these Chapter 11 Cases, the Wildfire Litigations and related investigations and corporate 

governance matters. 

29. The professional services were performed expediently and efficiently. 

Whenever possible, Cravath sought to minimize the costs of its services to the Debtors by utilizing 

junior attorneys and paraprofessionals to handle routine work and initial drafting of litigation 

materials. 

30. In sum, the services rendered by Cravath were necessary and beneficial to the 

Debtors’ estates and were consistently performed in a timely manner commensurate with the 

complexity, importance and nature of the issues involved. Accordingly, approval of the compensation 

for professional services and reimbursement of expenses sought herein is warranted. 

Notice 

31. Notice of this Application has been provided to parties in interest in accordance 

with the procedures set forth in the Interim Compensation Order. Cravath submits that, in view of the 

facts and circumstances, such notice is sufficient and no other or further notice need be provided. 

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Conclusion 

32. Cravath respectfully requests that the Court (i) award an interim allowance of 

Cravath’s compensation for professional services rendered during the Compensation Period in the 

amount of $31,365,160.82, consisting of $30,343,099.00, representing 100% of fees incurred during 

the Compensation Period, and reimbursement of $1,022,061.82, representing 100% of actual and 

necessary expenses incurred during the Compensation Period; (ii) direct payment by the Debtors of 

the difference between the amounts allowed and any amounts previously paid by the Debtors pursuant 

to the Interim Compensation Order; and (iii) grant such other and further relief as is just. 

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Dated: August 23, 2019 

 CRAVATH, SWAINE & MOORE LLP 

 

 /s/ Paul H. Zumbro 

 Paul H. Zumbro 

Attorneys for Debtors and Debtors in Possession 

 

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Notice Parties 

PG&E Corporation 

c/o Pacific Gas & Electric Company 

77 Beale Street 

San Francisco, CA 94105 

Attn: Janet Loduca, Esq. 

Keller & Benvenutti LLP 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Attn: Tobias S. Keller, Esq., 

 Jane Kim, Esq. 

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153 

Attn: Stephen Karotkin, Esq. 

Jessica Liou, Esq. 

Matthew Goren, Esq. 

The Office of the United States Trustee for Region 17 

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

San Francisco, CA 94102 

Attn: James L. Snyder, Esq., 

 Timothy Laffredi, Esq. 

Milbank LLP 

55 Hudson Yards 

New York, NY 10001-2163 

Attn: Dennis F. Dunne, Esq., 

 Sam A. Khalil, Esq. 

Milbank LLP 

2029 Century Park East, 33rd Floor 

Los Angeles, CA 90067 

Attn: Paul S. Aronzon, Esq., 

 Gregory A. Bray, Esq., 

 Thomas R. Kreller, Esq. 

Baker & Hostetler LLP 

11601 Wilshire Boulevard, Suite 1400 

Los Angeles, CA 90025-0509 

Attn: Eric Sagerman, Esq., 

 Cecily Dumas, Esq. 

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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