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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors and Debtors in Possession

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 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Bankruptcy Case No. 19-30088 (DM)

Chapter 11 (Lead Case) (Jointly Administered) 

DEBTORS’ AMENDED MOTION FOR ENTRY 

OF ORDERS (I) APPROVING TERMS OF, AND 

DEBTORS’ ENTRY INTO AND 

PERFORMANCE UNDER, EQUITY BACKSTOP 

COMMITMENT LETTERS, (II) APPROVING 

TERMS OF, AND DEBTORS’ ENTRY INTO 

AND PERFORMANCE UNDER, DEBT 

FINANCING COMMITMENT LETTERS AND 

(III) AUTHORIZING INCURRENCE, 

PAYMENT AND ALLOWANCE OF RELATED 

FEES AND/OR PREMIUMS, INDEMNITIES, 

COSTS AND EXPENSES AS ADMINISTRATIVE 

EXPENSE CLAIMS 

[Related to Docket No. 4446] 

Date: January 21, 2020 

Time: 10:00 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: January 14, 2020, 4:00 p.m. (PT)

Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric 

Company 

Affects both Debtors 

* All papers shall be filed in the Lead 

Case, No. 19-30088 (DM). 

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Purpose of the Amendment 

On October 23, 2019, the Debtors (as defined below) filed the Debtors’ Motion for 

Entry of Orders (i) Approving Terms of, and Debtors’ Entry into and Performance Under, Exit 

Financing Commitment Letters and (ii) Authorizing Incurrence, Payment and Allowance of Related 

Fees and/or Premiums, Indemnities, Costs and Expenses as Administrative Expense Claims (the 

“Motion”) [Docket No. 4446] seeking approval of the Exit Financing Commitment Letters (as 

defined below). Subsequently, the Debtors entered into amended or superseding (as the case may 

be) Exit Financing Commitment Letters. Accordingly, the Debtors amend1 the Motion as set forth 

below. 

The Amended Motion 

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”), hereby submit this amended motion 

(the “Amended Motion”), pursuant to sections 105(a), 363(b), 503(b) and 507(a)(2) of title 11 of 

the United States Code (the “Bankruptcy Code”), and Rule 6004 of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”), for entry of orders (i) approving the terms of, 

and the Debtors’ entry into and performance under, the Equity Backstop Commitment Letters (as 

defined below), (ii) approving the terms of, and the Debtors’ entry into and performance under, the 

Debt Financing Commitment Letters (as defined below, and together with the Equity Backstop 

Commitment Letters, the “Exit Financing Commitment Letters”) and (iii) authorizing the 

incurrence, payment and allowance of all related fees and/or premiums, indemnities, costs and 

expenses (the “Exit Financing Obligations”) as administrative expense claims. 

In support of the Amended Motion, the Debtors respectfully submit the Amended 

Declaration of Kenneth S. Ziman (the “Ziman Declaration”), filed contemporaneously herewith. 

1

 The Debtors file this Amended Motion in an abundance of caution and do not concede that 

every present or future amendment to the Exit Financing Commitment Letters requires an amended 

motion. 

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Proposed forms of orders granting the relief requested herein with respect to the Equity Backstop 

Commitment Letters and the Debt Financing Commitment Letters are attached to this Amended 

Motion as Exhibit A and Exhibit B, respectively (collectively, the “Proposed Orders”).

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TABLE OF CONTENTS 

Page 

TABLE OF AUTHORITIES ............................................................................................................... v 

I. PRELIMINARY STATEMENT ...............................................................................................1 

II. JURISDICTION ........................................................................................................................8 

III. BACKGROUND .......................................................................................................................8 

A. The Debtors’ Plan ..........................................................................................................8 

B. The Equity Backstop Commitment Letters..................................................................10 

C. The Debt Financing Commitment Letters ...................................................................12 

D. Certain Key Terms and Provisions of the Exit Financing Commitment Letters 

and the Proposed Orders ..............................................................................................14 

IV. BASIS FOR RELIEF REQUESTED ......................................................................................29 

A. Entry into the Exit Financing Commitment Letters is a Sound Exercise of the 

Debtors’ Business Judgment and is in the Best Interests of Their Estates. .................29 

B. Payment and Allowance of the Exit Financing Obligations as Administrative 

Expense Claims Should Be Approved Because They are Reasonable, MarketBased and Essential Terms of the Exit Financing Commitment Letters. ....................32 

V. WAIVER OF BANKRUPTCY RULE 6004(h) ......................................................................36 

VI. NOTICE ...................................................................................................................................37 

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TABLE OF AUTHORITIES 

 Page(s) 

Cases 

In re AbitibiBowater Inc., 

418 B.R. 815 (Bankr. D. Del. 2009) ..............................................................................................30 

In re Adelphia Commc’ns Corp., 

No. 02-41729 (REG), 2004 WL 1634538 (Bankr. S.D.N.Y. June 22, 2004) ..............................3, 5 

Comm. of Asbestos-Related Litigants v. Johns-Manville Corp. (In re Johns- Manville 

Corp.), 

60 B.R. 612 (Bankr. S.D.N.Y. 1986) .............................................................................................30 

Crystalin, L.L.C. v. Selma Props. Inc. (In re Crystalin, L.L.C.), 

293 B.R. 455 (B.A.P. 8th Cir. 2003)..............................................................................................30 

In re Excel Innovations, Inc., 

502 F.3d 1086 (9th Cir. 2007) .......................................................................................................30 

Four B. Corp. v. Food Barn Stores, Inc. (In re Food Barn Stores, Inc.), 

107 F.3d 558 (8th Cir. 1997) .........................................................................................................30 

In re Hexion Holdings LLC, 

No. 19-10684 (KG), (Bankr. D. Del. May 15, 2019) ..................................................31, 33, 35, 36 

In re Integrated Resources, Inc., 

147 B.R. 650 (Bankr. S.D.N.Y. 1992) ...........................................................................................30 

In re Monitronics International, Inc., 

No. 19-33650 (DRJ) (Bankr. S.D. Tex. July 30, 2019) .................................................................33 

In re Montgomery Ward Holding Corp., 

242 B.R. 147 (D. Del. 1999) ..........................................................................................................30 

In re Pacific Drilling S.A., 

No. 17-13193 (MEW) (Bankr. S.D.N.Y. Sept. 25, 2018) .............................................................34 

In re Robles, 

No. 14-51812 (ASW), 2014 WL 3715092 (Bankr. N.D. Cal. July 24, 2014) ...............................30 

Smith v. Van Gorkom, 

488 A.2d 858 (Del. 1985) ..............................................................................................................30 

In re Station Casinos, Inc., 

No. BK-09-52477 (GWZ), 2010 Bankr. LEXIS 5447 (Bankr. D. Nev. Feb. 2, 

2010) ..............................................................................................................................................30 

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In re Ultra Petroleum Corp., 

No. 16-32202 (MI) (Bankr. S.D. Tex. Feb. 13, 2017) .................................................................3, 5 

In re Utah 7000, L.L.C., 

No. 08-21869 (JB), 2008 WL 2654919 (Bankr. D. Utah July 3, 2008) ..........................................3 

Statutes & Rules 

11 U.S.C. § 105 ..............................................................................................................................29, 31 

11 U.S.C. § 105(a) ...............................................................................................................................30 

11 U.S.C. § 362 ....................................................................................................................................29 

11 U.S.C. § 363 ..............................................................................................................................29, 31 

11 U.S.C. § 363(b) ...............................................................................................................................30 

11 U.S.C. § 363(b)(1) ..........................................................................................................................29 

11 U.S.C. § 364 ....................................................................................................................................29 

11 U.S.C. § 503 ....................................................................................................................................29 

11 U.S.C. § 503(b) ...............................................................................................................................36 

11 U.S.C. § 507 ....................................................................................................................................29 

11 U.S.C. § 507(a)(2) ...........................................................................................................................33 

11 U.S.C. § et seq......................................................................................................................... passim 

28 U.S.C. § 157 ......................................................................................................................................8 

28 U.S.C. § 157(b) .................................................................................................................................8 

28 U.S.C. § 1334 ....................................................................................................................................8 

28 U.S.C. § 1408 ....................................................................................................................................8 

28 U.S.C. § 1409 ....................................................................................................................................8 

Fed. R. Bankr. P. 2002 ...................................................................................................................29, 37 

Fed. R. Bankr. P. 4001 .........................................................................................................................29 

Fed. R. Bankr. P. 6004 .........................................................................................................................29 

Fed. R. Bankr. P. 6004(h) ....................................................................................................................36 

Fed. R. Bankr. P. 9014 .........................................................................................................................29 

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Internal Revenue Code Section 382 .....................................................................................................16 

Rule 5011-1(a) .......................................................................................................................................8 

Rule 5110 .............................................................................................................................................27 

Other Authorities 

California Assembly Bill 1054 .................................................................................................... passim 

Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General 

Order 24 (N.D. Cal.) ........................................................................................................................8 

United States Constitution Article III ....................................................................................................8 

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MEMORANDUM OF POINTS AND AUTHORITIES 

I. PRELIMINARY STATEMENT

On September 9, 2019, the Debtors filed their initial Joint Chapter 11 Plan of 

Reorganization [Docket No. 3841]. The Plan, which was subsequently amended to reflect an 

$11 billion settlement with holders of subrogation claims [Docket No. 3966] and a $13.5 billion 

settlement with wildfire tort claimants [Docket No. 5101] (as so amended, and as may be further 

amended or supplemented, the “Debtors’ Plan”), will (a) satisfy all prepetition wildfire claims in full 

compliance with California Assembly Bill 1054 (“AB 1054”), (b) achieve a rate-neutral solution, on 

average, for customers, (c) meet the June 30, 2020 deadline for Plan confirmation established by 

AB 1054, (d) facilitate all necessary regulatory approvals, (e) support California’s clean energy goals 

and (f) ensure that the reorganized Debtors have sufficient liquidity and other resources upon 

emergence to continue providing safe, clean and reliable electricity and natural gas to California 

residents. 

Notably, the Debtors’ Plan has the support of the Official Committee of Tort Claimants 

(the “TCC”), the attorneys representing individuals holding approximately 70% in number of 

prepetition wildfire claims filed against the Debtors, the Ad Hoc Committee of Subrogation Claimants, 

and the public entities that also have resolved their claims as provided in the Debtors’ Plan. Indeed, 

the Debtors’ Plan embodies a comprehensive resolution of these Chapter 11 Cases, with all impaired 

classes fully supporting the Debtors’ Plan, and the Debtors’ Plan provides a clear and expeditious path 

for the Debtors’ successful and timely emergence from chapter 11 well in advance of the June 30, 

2020 deadline established by AB 1054. 

In order to satisfy the objectives of the Debtors’ Plan, the Debtors must have sufficient 

financing to consummate the Debtors’ Plan. The Debtors’ Plan contemplates multiple sources of 

funding, the foundations of which are the issuance of up to $12 billion in reorganized PG&E Corp. 

common stock (“New PG&E Corp. Common Stock”), to be used to fund payments under the 

Debtors’ Plan to trusts that will make payments to wildfire tort claimants and insurance subrogation 

claimants, and the incurrence of up to $34.35 billion in senior debt obligations (the “New Debt”), to, 

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among other things, satisfy in full pre-petition high-coupon Utility bonds and other prepetition 

obligations, and to fund the payment in full, in cash, of the Debtors’ obligations under their debtor-inpossession financing facilities and other administrative expenses. 

The Debtors anticipate effectuating the equity and debt issuances contemplated by the 

Debtors’ Plan through market transactions in order to obtain the most favorable pricing and other 

terms. However, the Debtors have obtained “backstop” commitments to ensure that sufficient funds 

at an acceptable price will be available on the effective date of the Debtors’ Plan (the “Effective Date”) 

even if market conditions deteriorate and the contemplated exit financing cannot be obtained on more 

favorable terms. Specifically, in the exercise of their business judgment, the Debtors have obtained 

equity and debt financing commitments to provide assurances that the New PG&E Corp. Common 

Stock and New Debt will be fully financed on the Effective Date, guaranteeing the Debtors access to 

sufficient capital to consummate the Debtors’ Plan. Under the equity commitment letters executed by 

PG&E Corp. (each in substantially the form attached to this Amended Motion as Exhibit C, and 

collectively, the “Equity Backstop Commitment Letters”), the parties identified on Exhibit D

hereof (collectively, the “Equity Backstop Parties”) have severally committed to purchase up to $12 

billion in New PG&E Corp. Common Stock (collectively, the “Equity Backstop Commitments”) on 

the Effective Date, on the terms and subject to the conditions set forth in the Equity Backstop 

Commitment Letters. Under the backstop debt commitment letters entered into by PG&E Corp. and 

the Utility on October 11, 2019, as supplemented on October 28, 2019 and December 2, 2019 and as 

amended on November 18, 2019 and December 20, 2019 (collectively, the “Debt Commitment 

Letters”)2, certain money-center banks have agreed to backstop the New Debt incurrences 

contemplated by the Debtors’ Plan (collectively, the “Debt Commitments” and, together with the 

Equity Backstop Commitments, the “Exit Financing Commitments”), on the terms and subject to 

the conditions set forth in the Debt Commitment Letters. 

2

 Conformed copies of the Debt Commitment Letters entered into by PG&E Corp. and the Utility 

reflecting all amendments made through December 20, 2019 are attached to this Amended Motion as 

Exhibit E and Exhibit F, respectively. 

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By this Amended Motion, the Debtors seek approval of the terms of, and their entry 

into and performance under, these Exit Financing Commitments, including the payment of all fees and 

expenses provided for in the Exit Financing Commitments. Under the Bankruptcy Code, the decision 

of a debtor-in-possession to obtain financing commitments is entitled to deference under the business 

judgment rule. See, e.g., In re Adelphia Commc’ns Corp., No. 02-41729 (REG), 2004 WL 1634538, 

at *2 (Bankr. S.D.N.Y. June 22, 2004); In re Ultra Petroleum Corp., No. 16-32202 (MI) (Bankr. S.D. 

Tex. Feb. 13, 2017) (ECF No. 1126); In re Utah 7000, L.L.C., No. 08-21869 (JB), 2008 WL 2654919, 

at *2–3 (Bankr. D. Utah July 3, 2008). The soundness of the Debtors’ business judgment is amply 

demonstrated here, where the Exit Financing Commitments have been obtained on favorable terms 

and in amounts sufficient to allow the Debtors to successfully emerge from chapter 11 in the event—

albeit unlikely—market financing on better terms is unavailable. Given the critical importance of 

meeting the June 30, 2020 deadline to allow the reorganized Debtors to participate in the statewide 

wildfire fund established under AB 1054, the Debtors have determined that obtaining backstop debt 

and equity financing commitments now and on the terms provided in the Exit Financing Commitments 

is in the best interests of all stakeholders. 

The Equity Backstop Commitment Letters. The terms of the Equity Backstop 

Commitment Letters afford the Debtors significant flexibility in financing their emergence from the 

Chapter 11 Cases. (Ziman Decl. ¶¶ 16–17.) Although equity backstop commitment letters often 

require a debtor to consummate a particular type of equity offering—typically, a rights offering—the 

Equity Backstop Commitments here provide the Debtors with the flexibility to raise market-priced 

equity from other providers in the public and private markets while still ensuring that the needed 

capital will be available if those offerings are not consummated in time for the Debtors to emerge in 

accordance with the timelines in AB 1054. Specifically: 

 At equity valuations above a 13.5x implied price-to-earnings multiple (subject to 

adjustment based on changes in utility market indices), the Debtors are afforded 

discretion as to the type of primary equity offering that is consummated. 

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 Even at certain lower valuations, the Debtors may raise up to 20% of the equity 

proceeds in a widely-syndicated equity offering or, subject to certain consent rights, a 

private offering, with the remainder raised through a rights offering. 

Importantly, the Equity Backstop Commitment Letters (and the contemplated equity issuances and 

rights offerings) are structured in a manner that permits the Debtors to monetize their significant net 

operating loss carryforwards and other tax attributes, which is important to maximizing the value of 

the Debtors’ estates.3 (Id. ¶ 16.) 

The Debtors also negotiated for significant flexibility as to the length of the Equity 

Backstop Commitments. Subject to the terms of the Equity Backstop Commitment Letters, the 

commitments may be maintained for over 240 days from original signing and more than seven months 

post-approval, in either case an extended duration for a transaction of this complexity. Given the 

length of the commitments, the Equity Backstop Parties required certain termination rights and 

conditions precedent to their funding obligations, principally regarding (i) changes to the Debtors’ 

Plan that have not been approved by the Equity Backstop Parties (including changes to post Effective 

Date capital structure), (ii) unexpected material adverse events such as pre-petition wildfire claims 

exceeding an agreed threshold, adverse regulatory determinations, significant post-petition wildfires, 

material non-ordinary course asserted administrative expense claims and the insolvency of the 

Debtors, (iii) the monetization of the tax position of the Debtors and (iv) any transfer of the license 

and operating assets of the Utility to the State of California or a third party. With that in mind, the 

Debtors negotiated for reductions4 to the commitment premiums in the event that the Equity Backstop 

3

 In the unlikely event that both the Equity Backstop Commitments are drawn and the Debtors 

do not complete a Tax Benefits Monetization Transaction, then the economic value of the Debtors’ 

wildfire-related tax benefits in excess of $1.35 billion would be transferred to a trust held for the 

benefit of the Equity Backstop Parties. Otherwise, the Debtors would retain the tax benefits and would 

be able to use them to, among other things, fund other aspects of the Debtors’ Plan. 

4

 These reductions are referred to as “clawbacks” in the Equity Backstop Commitment Letters. 

Although no commitment premiums are paid until the Effective Date, the full 6.364% commitment 

premium is “earned” by the Equity Backstop Parties upon Court approval of the Equity Backstop 

Commitment Letters. However, in the event an Equity Backstop Party terminates its commitment, a 

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Parties exercise any termination rights. This reduction mechanism is intended to incentivize the Equity 

Backstop Parties to remain in the backstop in the event of a potential termination event (for example, 

by negotiating a waiver or amendment to address the potential termination event). (Id. ¶ 18.) If an 

Equity Backstop Party nevertheless terminates its Equity Backstop Commitment Letter prior to 

specific dates, the Debtors will retain the applicable specified portion of the commitment premium 

that was subject to reduction, which the Debtors can then use to attract a replacement Equity Backstop 

Party (including by asking existing Equity Backstop Parties to upsize their commitments). Subject to 

the occurrence of the Effective Date, the commitment premiums will be paid in New PG&E Corp. 

Common Stock. 

The Debt Financing Commitment Letters. In addition to the Equity Backstop 

Commitments, PG&E Corp. and the Utility have executed the Debt Commitment Letters with certain 

money-center banks, which provide that, in the event that the New Debt is not issued on or prior to 

the Effective Date for any reason (including market disruptions that would make the pricing on the 

New Debt too expensive), such banks will fund investment grade 364-day5 “bridge” loan facilities (the 

“Backstop Debt Facilities”) in aggregate amounts of up to $7.0 billion for PG&E Corp. and $27.35 

billion for the Utility. In addition, the Debtors have executed fee letters (the “Backstop Debt Fee 

Letters”), which provide for, among other things, the payment of certain fees associated with the 

portion of this commitment premium is forfeited or “clawed back” and will not be paid to the Equity 

Backstop Party on the Effective Date. 

5

 The 364-day period begins with the funding of the Backstop Debt Facilities. As noted above, 

the Debtors do not expect to draw upon the Backstop Debt Facilities, but instead expect to avail 

themselves of market financing that will be funded on the Effective Date. (Ziman Decl. ¶ 22.) Even 

if the Backstop Debt Facilities were to be funded, they are expected to be refinanced well in advance 

of their 364-day maturity. (Id.) Courts in other large, complex chapter 11 cases have approved 

debtors’ entry into bridge facilities to enable debtors to emerge from chapter 11. See, e.g., In re 

Adelphia Commc’ns Corp., 2004 WL 1634538, at *7 (Bankr. S.D.N.Y. June 22, 2004) (approving 

commitment letters providing for a bridge facility with a one year maturity); In re Ultra Petroleum 

Corp., No. 16-32202 (MI) (Bankr. S.D. Tex. Feb. 13, 2017) (ECF No. 1126) (same).

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Backstop Debt Facilities, and engagement letters (the “Debt Financing Engagement Letters”)6, 

which engage the same banks to arrange (i.e., market) the New Debt.7 The Debtors do not currently 

anticipate drawing on the Backstop Debt Facilities, but instead expect to issue new long-term bonds 

and incur new credit facilities on market terms at or prior to emergence. (Id. ¶ 22.) Nevertheless, the 

Backstop Debt Facilities provide assurance that sufficient funds at an acceptable price will be available 

if these debt financings cannot be consummated—effectively an insurance policy for market pricing 

and timing risk, which is necessitated here by the requirement to exit chapter 11 on a specific timeline 

under AB 1054. (Id. ¶¶ 22, 26.)

The Debt Financing Commitment Letters, like the Equity Backstop Commitment 

Letters, afford the Debtors significant flexibility in structuring the New Debt. The Debtors, in their 

business judgment, may incur debt securities and bank credit facilities at any time on or prior to the 

Effective Date, allowing the Debtors to avail themselves of attractive market conditions that may arise 

during the pendency of these cases.8 The Debt Commitments will be reduced on a dollar-for-dollar 

basis by the net cash proceeds of any such incurrences. The Debt Financing Commitment Letters also 

permit the Debtors to incur the revolving credit facilities contemplated by the Debtors’ Plan to ensure 

adequate liquidity at emergence, without any corresponding reduction to the Debt Commitments. 

6

 The Debt Financing Engagement Letters, the Debt Commitment Letters and the Backstop Debt 

Fee Letters are collectively referred to in this Motion as the “Debt Financing Commitment Letters”. 

7

 Pursuant to the Court’s order of October 28, 2019 [Docket No. 4501] (the “Sealing Order”), 

redacted copies of the Debt Financing Engagement Letters were previously filed as Docket No. 4446-

7 (the “Bank Financing Engagement Letter”) and Docket No. 4446-8 (the “Securities Engagement 

Letter”), while unredacted copies of the Bank Financing Engagement Letter [Docket No. 4453] and 

the Securities Financing Engagement Letter [Docket No. 4454] along with the sealed Backstop Debt 

Fee Letters [Docket No. 4452] were submitted to the Bankruptcy Court, the Office of the United States 

Trustee and advisors to the Official Committee of Unsecured Creditors and Official Committee of 

Tort Claimants on a confidential and professionals’ eyes only basis. 

8

 The Debt Financing Commitment Letters also allow the Debtors to reinstate all or a portion of 

their pre-petition funded indebtedness. 

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The Debt Commitments, like the Equity Backstop Commitments, extend through 

August 29, 2020, on terms that are consistent with (or better than) market (Id. ¶ 26, 28). The significant 

duration of the Debt Commitments comes with conditionality and termination rights, which broadly 

align with those under the Equity Backstop Commitment Letters and are otherwise limited to 

customary backstop debt financing conditions. The Debtors negotiated the Backstop Debt Facilities 

so that most of the associated fees are incurred over time as conditionality and termination rights fall 

away. (Id. ¶ 28.) 

The Exit Financing Obligations. As discussed further below, the aggregate fees 

payable by the Debtors pursuant to the Equity Backstop Commitment Letters and Debt Financing 

Commitment Letters will depend on a variety of factors. However, both the maximum Equity 

Commitment Premium (as defined below) and aggregate fees payable under the Backstop Debt Fee 

Letters that would be owing are in line with market. (Id. ¶¶ 18, 26, 28.) Conservatively, if the full 

amounts of both the Equity Backstop Commitments and Debt Commitments, $12 billion and $34.35 

billion respectively, are maintained until June 30, 2020 (i.e., no premium reductions are triggered 

under the Equity Backstop Commitment Letters and no New Debt is incurred prior to the statutory 

deadline), the aggregate fees payable by the Debtors would be approximately $764 million (6.364% 

Equity Commitment Premium of $12 billion) payable in New PG&E Corp. Common Stock to the 

Equity Backstop Parties and approximately $210 million payable in cash to the Backstop Debt 

Commitment Parties. The Debt Financing Commitment Letters provide for certain additional fees in 

the event that (i) the Backstop Debt Facilities are funded or (ii) the New Debt financings are 

consummated. As discussed above, the Equity Backstop Commitment Letters provide that in certain 

circumstances a portion of the economic value of Debtors’ wildfire-related tax benefits may be held 

in trust for the benefit of the Equity Backstop Parties. Both the Equity Backstop Commitment Letters 

and the Debt Financing Commitment Letters provide for the reimbursement of professional fees and 

expenses (in the case of the Equity Backstop Parties, subject to a cap of $17 million in the case of 

counsel and $19 million in the case of the financial advisor). The Exit Financing Obligations are 

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necessary and market-based compensation for the Equity Backstop Parties and Backstop Debt 

Commitment Parties. (Id. ¶¶ 18–19, 26, 28.)

The Equity Backstop Commitment Letters and the Debt Financing Commitment 

Letters benefit the estates and all stakeholders by providing assurances of the Debtors’ ability to fund 

the distributions contemplated by the Debtors’ Plan and the Debtors’ timely emergence from chapter 

11. For all the above reasons and as discussed further below, the Debtors have determined, in their 

business judgment, that the Equity Backstop Commitment Letters and the Debt Financing 

Commitment Letters are in the best interests of their estates, creditors, shareholders and all parties in 

interest. The Debtors respectfully request the Court’s approval of the terms of, and the Debtors’ entry 

into and performance under, the Equity Backstop Commitment Letters and Debt Financing 

Commitment Letters, and authority to incur and pay the obligations set forth therein. 

II. JURISDICTION 

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 Bankruptcy Local Rules for the United States District Court 

for the Northern District of California. 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. The Debtors submit that 

the Court may enter the Proposed Orders as final orders consistent with Article III of the United States 

Constitution. 

III. BACKGROUND 

A. The Debtors’ Plan 

On September 9, 2019, the Debtors filed their original chapter 11 Plan [Docket No. 

3841], and concurrently filed a Summary of the Key Elements of the Debtors’ Plan [Docket No. 3844]. 

On September 13, 2019, the Debtors announced an agreement in principle with entities 

holding approximately 85% of insurance subrogation claims to resolve all insurance subrogation 

claims arising out of the 2017 and 2018 wildfires for $11 billion pursuant to the Debtors’ Plan (the 

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“Subrogation Settlement”). On September 22, 2019, the Debtors executed a Restructuring Support 

Agreement (as amended, the “Subrogation RSA”) with those entities, reflecting the Subrogation 

Settlement. The Subrogation Settlement followed the Debtors’ June 18, 2019 settlement with certain 

local public entities (the “Public Entities Settlement”), which provides for an aggregate of $1 billion 

to be paid under the Debtors’ Plan to such public entities in full satisfaction of their claims against the 

Debtors’ estates. The Subrogation Settlement was incorporated into an amended chapter 11 Plan filed 

by the Debtors on September 23, 2019 [Docket No. 3966] and further amended on November 4, 2019 

[Docket No. 4563]. 

On December 6, 2019, the Debtors announced an agreement with the TCC and 

attorneys representing a substantial portion of the wildfire tort claimants to resolve all those claimants’ 

prepetition fire claims pursuant to the Debtors’ Plan. On December 9, 2019, the Debtors, certain 

shareholders, the TCC and such attorneys executed a Restructuring Support Agreement (the “Tort 

Claimants RSA”) reflecting a $13.5 billion settlement of their claims (the “Tort Claimants 

Settlement”). The Tort Claimants RSA was incorporated into the Debtors’ Plan filed by the Debtors 

on December 12, 2019 [Docket No. 5101]. On December 17, 2019, the Court approved both the 

Subrogation RSA and the Tort Claimants RSA. 

In addition to the Subrogation Settlement, the Public Entities Settlement and the Tort 

Claimants Settlement, the Debtors’ Plan, as amended, provides for (i) payment in full, with interest at 

the legal rate, of all prepetition funded debt obligations, all prepetition trade claims and employeerelated claims, (ii) assumption of all power purchase agreements and community choice aggregation 

servicing agreements, (iii) assumption of all pension obligations, other employee obligations and 

collective bargaining agreements with labor, (iv) future participation in the state wildfire insurance 

fund (the “Go-Forward Wildfire Fund”) established by AB 1054 and (v) satisfaction of the 

legislative requirements of AB 1054.9 As stated, the Debtors’ Plan has the support of all impaired 

9

 The Debtors continue to engage in constructive dialogue with the Governor in light of the AB 

1054 compliance concerns raised by the Governor in his letter of December 13, 2019 [Docket No. 

5138-1]. The Debtors believe that the Debtors’ Plan will be fully AB 1054 compliant. 

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classes and constitutes a comprehensive global resolution that will expedite the successful and timely 

conclusion of these cases. 

The Debtors’ Plan contemplates various sources of funding, including (a) new equity 

issuances, (b) the issuance or incurrence of new debt at both the PG&E Corp. and Utility levels, (c) 

the monetization of the Debtors’ wildfire-related tax assets and (d) cash on hand. 

B. The Equity Backstop Commitment Letters 

In August 2019, the Debtors began a dialogue with two current PG&E Corp. 

shareholders, Knighthead Capital Management, LLC (“Knighthead”) and Abrams Capital 

Management, L.P. (“Abrams”), who had publicly expressed interest in providing equity backstop 

commitments to allow the Debtors to fund their Debtors’ Plan. (Ziman Decl. ¶ 8.) Subsequently, the 

Debtors received substantially similar equity capital commitments from more than 35 investors, 

representing equity backstop commitments in excess of $14 billion in the aggregate. (Id.) 

The Debtors also engaged in discussions with certain money-center banks to determine 

whether such banks would be willing to provide equity backstop commitments on the same or better 

terms as those proposed by the shareholders. The Debtors found that such banks might be willing to 

guarantee the necessary equity proceeds to the Debtors (i.e., a volume underwriting), but were unable 

to agree to a floor price at which such equity would be raised. (Id. ¶ 7.) The arrangement proposed 

by these banks would present a significant risk that PG&E Corp. would be required to issue a 

substantially greater percentage of its common shares for the same aggregate proceeds received by the 

Debtors under the Equity Backstop Commitment Letters. (Id.) Accordingly, in consultation with their 

financial advisors, the Debtors determined the backstop commitments offered by Knighthead and 

Abrams, which offered both a guarantee of necessary equity proceeds and a floor price (with no

“market” out), were the better course for the Debtors and their stakeholders. (Id. ¶¶ 7–9.) 

Over the course of extensive negotiations with Knighthead, Abrams and their advisors, 

the Debtors improved upon many of the terms initially proposed, including structure, conditionality, 

length of commitment and flexibility to pursue a variety of equity financing options. (Id. ¶ 9.) On 

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September 9, 2019, PG&E Corp. executed the equity backstop commitment letters with Knighthead 

and Abrams as initial Equity Backstop Parties (the “September Equity Backstop Commitment 

Letters”). (Id.) The September Equity Backstop Commitment Letters were subsequently amended 

and restated on September 13 to, among other things, take into account the terms of the Subrogation 

Settlement. (Id. ¶ 10.)

After September 13, the Debtors engaged with other parties, including other current 

shareholders and others (including bondholders and parties not currently invested in the Debtors’ 

equity or debt securities), to obtain commitments from such parties as well. By September 20, the 

Debtors had received more than the $14 billion in Equity Backstop Commitments. (Id. ¶¶ 11–12.) 

On November 16, 2019 the September Equity Backstop Commitment Letters were 

superseded and replaced as the Debtors entered into new equity backstop commitment letters with 

Knighthead, Abrams and additional Equity Backstop Parties that contemplated reduced total 

commitments of $12 billion (the “November Equity Backstop Commitment Letters”). (Id. ¶ 13.) 

This reduced commitment amount reflected that a portion of the trust that will satisfy claims held by 

the wildfire victims would be funded in stock. However, the November Equity Backstop Commitment 

Letters also permitted a higher overall amount of compensation to be paid to the wildfire tort claimants 

trust. On December 6, the Debtors announced they had reached the commitment objective of $12 

billion under the November Equity Backstop Commitment Letters. (Id.) 

On December 13, 2019, and in view of the Tort Claimants RSA, the Debtors announced 

they were seeking an extension of the deadline for Court approval of the equity backstop commitment 

letters. In connection with this extension, on December 23, the Debtors entered into the Equity 

Backstop Commitment Letters with the Equity Backstop Parties that superseded and replaced the 

November Equity Backstop Commitment Letters. (Id. ¶ 14.) 

The Equity Backstop Commitment Letters require the Equity Backstop Parties to 

purchase up to $12 billion in New PG&E Corp. Common Stock, on the terms and subject to the 

conditions thereof, at a price per share that would imply a price-to-earnings multiple of 10x (subject 

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to certain adjustments) based on Normalized Estimated Net Income for 2021. See Equity Backstop 

Commitment Letters § 1(a)(iv). The Debtors are not obligated under all circumstances to issue such 

shares to the Equity Backstop Parties, but instead are permitted, at higher implied price-to-earnings 

multiples, to consummate other equity offerings (including primary equity offerings and rights 

offerings). See id. at §§ 1(a)(i), (ii). In the event that such other equity offerings (together with other 

permitted capital sources) do not raise $12 billion of proceeds in the aggregate, the Debtors must draw 

on the Equity Backstop Commitments, subject to the satisfaction or waiver of the conditions in the 

Equity Backstop Commitment Letters. See id. at § 1(a)(iv). 

Certain key terms and provisions of the Equity Backstop Commitment Letters are 

summarized in Section III.D below. 

C. The Debt Financing Commitment Letters 

Since the second quarter of 2019, the Debtors and their financial advisors have 

maintained a dialogue with several prominent money-center banks regarding debt financing 

alternatives for the Debtors’ emergence from chapter 11. (Ziman Decl. ¶ 21.) These conversations 

culminated in several banks providing illustrative financing structures and terms in the third quarter 

of 2019. Incorporating the feedback received from these banks, the Debtors developed an exit 

financing strategy that they believe maximizes the value of their estates for the benefit of all 

stakeholders—incurring new, less expensive long-term debt in place of the Debtors’ pre-petition highcoupon debt. As stated, new long-term debt at the Utility as the Debtors have proposed could save the 

Debtors $1.5 billion in interest expense over the weighted average life of the existing high-coupon 

bonds, resulting in meaningful savings for ratepayers. (Id. ¶ 20.) As of the date of their most recent 

Verified Statement [Docket No. 4369 Ex. A], the Ad Hoc Group of Senior Unsecured Noteholders 

(the “Ad Hoc Noteholder Committee”) held approximately $11.2 billion in these bonds (which 

holdings increased by over $1.5 billion since the Ad Hoc Noteholder Committee’s prior Verified 

Statement [Docket No. 3083 Ex. A], filed before the termination of exclusivity). Accordingly, the 

plan of reorganization proposed by the Ad Hoc Noteholder Committee needlessly provides for the 

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reinstatement of the long-term Utility bonds, which only serves to enrich the members of the Ad Hoc 

Noteholder Committee to the detriment of the Debtors’ other stakeholders. [Docket No. 4257.] The 

Debtors’ Plan refinances these high-coupon bonds with new, cheaper debt to maximize the value of 

their estates for the benefit of all stakeholders. 

On September 25 and 26, the Debtors and their financial advisors contacted several 

money-center banks requesting initial proposals for backstop debt financing commitments to provide 

certainty that sufficient funds at an acceptable price will be available on the Effective Date if market 

financing is either more expensive or unavailable at that time. (Ziman Decl. ¶¶ 22–23.) All the banks 

contacted delivered proposals by October 1. (Id. ¶ 23.) The Debtors, in consultation with their legal 

and financial advisors, evaluated these proposals based on a number of metrics, including the proposed 

terms and fees, the cost and certainty of the commitments, the experience and reputations of the parties 

and the ability of such banks to work collaboratively with the Debtors. (Id. ¶ 24.) The Debtors 

developed and shared a counterproposal with all the banks. After discussions with the banks, the 

Debtors selected JPMorgan Chase Bank, N.A. (“JPMorgan”), Bank of America, N.A. (“BANA”), 

BofA Securities, Inc. (“BofA” and, together with BANA, “Bank of America”), Barclays Bank PLC 

(“Barclays”), Citigroup Global Markets Inc. (“Citi”), Goldman Sachs Bank USA (“GS Bank”) and 

Goldman Sachs Lending Partners LLC (together with GS Bank, “Goldman Sachs”; JPMorgan, Bank 

of America, Barclays, Citi and Goldman Sachs, collectively, the “Initial Backstop Debt 

Commitment Parties”

10) to act as initial commitment parties with respect to the contemplated 

backstop debt facilities. (Id.) 

Following extensive negotiations during the week of September 30 with the Initial 

Backstop Debt Commitment Parties, which negotiations improved on many of the terms initially 

proposed by such banks (including pricing, fees, flexibility, conditionality and “alternate transaction” 

10 The Initial Backstop Debt Commitment Parties, together with any other parties that become 

party to the Debt Commitment Letters as additional “Commitment Parties”, are collectively referred 

to as the “Backstop Debt Commitment Parties”, and the Backstop Debt Commitment Parties and 

the Equity Backstop Parties are collectively referred to as the “Exit Commitment Parties”. 

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provisions), the Initial Backstop Debt Commitment Parties delivered signed Debt Financing 

Commitment Letters on October 4, 2019. [Docket No. 4119-2.] On October 11, following 

deliberations, the Boards of Directors of each of PG&E Corp. and the Utility approved the Debtors’ 

entry into the Debt Financing Commitment Letters, which were executed by the Debtors on the same 

day. (Ziman Decl. ¶ 24.) The Debt Financing Commitment Letters executed on October 11, 2019 

contemplated obtaining Court approval by November 20, 2019. 

On October 28, 2019, the Debtors joined BNP Paribas (“BNP”), Credit Suisse AG, 

Cayman Islands Branch (“Credit Suisse”), Morgan Stanley Bank, N.A. (“Morgan Stanley”), MUFG 

Union Bank, N.A. (“MUFG”) and Wells Fargo Bank, National Association (“Wells Fargo”), as 

additional Commitment Parties to the Debt Commitment Letters. (Id. ¶ 25.) On November 18, 2019, 

the Debtors amended the Debt Commitment Letters to extend the deadline for obtaining Court 

approval from November 20, 2019 to December 20, 2019. On December 2, 2019, the Debtors joined 

Mizuho Bank, Ltd. (“Mizuho”) as an additional Commitment Party to the Debt Commitment Letters. 

(Id.) On December 20, 2019, the Debtors further amended the Debt Commitment Letters to, among 

other things, extend the deadline for obtaining Court approval from December 20, 2019 to January 31, 

2020. (Id.) 

Certain key terms and provisions of the Debt Financing Commitment Letters are 

summarized in Section III.D below. 

D. Certain Key Terms and Provisions of the Exit Financing Commitment Letters 

and the Proposed Orders 

Certain key terms and provisions of the Equity Backstop Commitment Letters are 

summarized as follows:11

11 This summary is qualified in its entirety by reference to the provisions of the Equity Backstop 

Commitment Letters. To the extent that any discrepancies exist between the summary described in 

this Motion and the terms of the Equity Backstop Commitment Letters, the Equity Backstop 

Commitment Letters shall govern. Capitalized terms used but not defined herein shall have the 

meanings ascribed to such terms in the Equity Backstop Commitment Letters. 

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Equity 

Backstop 

Commitments 

See Equity 

Backstop 

Commitment 

Letters § 2(a); 

Exhibit A to 

Equity Backstop 

Commitment 

Letters. 

In the aggregate, the Equity Backstop Parties have severally committed to 

fund up to $12 billion to PG&E Corp. on the Effective Date to finance the 

payments to wildfire victims contemplated by the Debtors’ Plan, in 

consideration of the issuance of New PG&E Corp. Common Stock to the 

Equity Backstop Parties on the Effective Date, subject to the terms and 

conditions set forth in each Equity Backstop Commitment Letter. The price 

at which any such new shares would be issued to the Equity Backstop Parties 

(the “Equity Backstop Price”) would equal (a) 10 (subject to downward 

adjustment based on changes in the Applicable Utility Index Multiple), times

(b) PG&E Corp.’s consolidated Normalized Estimated Net Income, divided 

by (c) the number of fully diluted shares of PG&E Corp. that will be 

outstanding on the Effective Date (assuming the Equity Backstop 

Commitments are fully drawn). 

Equity 

Offerings 

See Equity 

Backstop 

Commitment 

Letters § 1(a). 

Permitted Equity Offering. Subject to an aggregate cap of $12 billion of net 

cash proceeds, PG&E Corp. will be permitted to conduct any primary offering 

of its common stock (including public offerings and private placements) in 

order to finance the Debtors’ Plan, as long as the Implied P/E Multiple for 

such offering equals or exceeds 13.5 (subject to upward adjustment based on 

changes in the Applicable Utility Index Multiple, the “Permitted Equity 

Offering Threshold”). 

Rights Offering. If PG&E Corp. conducts an equity offering with an Implied 

P/E Multiple of at least 12 (subject to downward adjustment based on changes 

in the Applicable Utility Index Multiple, the “Rights Offering Minimum 

Multiple”) but less than the Permitted Equity Offering Threshold, then PG&E 

Corp. must structure such equity offering so that at least 80% of the aggregate 

cash proceeds are raised through a rights offering to holders of shares of 

common stock of PG&E Corp. (the “Rights Offering”). Rights issued to 

PG&E Corp. shareholders in a Rights Offering would have an exercise price 

equal to the per share price implied by the Rights Offering Minimum 

Multiple. If PG&E Corp. conducts a Rights Offering, it would also be 

permitted to raise up to 20% of the aggregate cash proceeds through another 

form of primary equity offering, subject to the approval of a majority of the 

holders of Equity Backstop Commitments as to the identity of the purchaser 

in such other equity offering if it is not a broadly syndicated underwritten 

public offering. 

Equity Backstop Funding. If PG&E Corp. is unable to conduct an equity 

offering with an Implied P/E Multiple at least equal to the Rights Offering 

Minimum Multiple, then PG&E Corp. would be required to draw upon the 

Equity Backstop Commitments. 

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Net Operating 

Losses 

See Equity 

Backstop 

Commitment 

Letters § 1. 

Any Permitted Equity Offering or Rights Offering, and the organizational 

documents of reorganized PG&E Corp., may include such terms and 

conditions as are reasonably advisable in order to avoid an “ownership 

change” within the meaning of Section 382 of the Internal Revenue Code and 

the Treasury Regulations promulgated thereunder or to otherwise preserve the 

ability of the Debtors to utilize their net operating loss carryforwards and other 

tax attributes. 

Reduction of 

Commitments 

See Equity 

Backstop 

Commitment 

Letters § 7.

In the event that the Debtors (a) receive binding commitments providing for 

funding from any Additional Capital Sources that satisfy the criteria set forth 

in the Equity Backstop Commitment Letters or (b) actually obtain funding 

from any Additional Capital Sources, the aggregate amount of Equity 

Backstop Commitments will be reduced by the amount of such Additional 

Capital Sources. “Additional Capital Sources” means, generally, (i) the 

principal amount of debt that is issued by PG&E Corp. in excess of $7 billion 

in connection with the Debtors’ Plan; (ii) the proceeds of any preferred stock 

issued by the Utility; (iii) the proceeds of any third-party transactions based 

upon or related to the utilization or monetization of (x) any net operating loss 

carryforwards or other tax attributes or (y) tax deductions, in each case arising 

from the payment of prepetition wildfire-related claims that are not otherwise 

utilized in the Debtors’ Plan (a “Tax Benefits Monetization Transaction”); 

and (iv) the principal amount of any other debt that is issued or reinstated by 

the Utility and its subsidiaries in excess of $27.35 billion in connection with 

the Debtors’ Plan. During the term of the Equity Backstop Commitment 

Letters, PG&E Corp. may not issue any senior equity securities. 

Tax Benefits 

Monetization 

Transaction 

See Equity 

Backstop 

Commitment 

Letters §§ 1, 2; 

Exhibit A to 

Equity Backstop 

Commitment 

Letters. 

If the Equity Backstop Commitment is drawn and a Tax Benefits 

Monetization Transaction is not expected to occur on the Effective Date, each 

Equity Backstop Party will receive, for no additional consideration (other than 

payment of the Backstop Price), a pro rata share of interests in a trust to be 

established by the Utility to monetize the Debtors’ wildfire-related tax 

benefits in excess of $1.35 billion for the benefit of the Equity Backstop 

Parties. 

Backstop Parties who are shareholder proponents agree to use commercially 

reasonable efforts to assist the Debtors to facilitate a Tax Benefits 

Monetization Transaction no later than May 31, 2020. 

Equity 

Commitment 

Premiums and 

Expense 

Reimbursement 

See Equity 

Backstop 

Commitment 

Letters §§ 2(c), 

6, 11; Exhibit A 

The Equity Commitment Premium for the Equity Backstop Commitments is 

6.364% of the amount of the Equity Backstop Commitments. The Equity

Commitment Premium is earned in full upon entry by the Court of an order 

approving the Equity Backstop Commitment Letters, subject to reduction 

under certain circumstances set forth in the Equity Backstop Commitment 

Letters. 

If the Debtors terminate the Equity Backstop Commitment Letters in 

connection with certain proposals to acquire at least 50% of the outstanding 

shares of PG&E Corp. common stock, the Equity Commitment Premium shall 

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to Equity 

Backstop 

Commitment 

Letters.

be paid in cash if elected by the applicable Equity Backstop Party. 

Additionally, in the event that a plan of reorganization other than the Debtors’ 

Plan is confirmed, then the Equity Commitment Premium shall be paid in cash 

if elected by the applicable Equity Backstop Party. Except as described in the 

immediately preceding sentences, all Equity Commitment Premiums are 

payable in shares of New PG&E Corp. Common Stock, and the number of 

such shares to be paid as Equity Commitment Premiums will be calculated 

using the Equity Backstop Price described above. 

Additionally, the Debtors agreed to reimburse on a regular basis the Equity 

Backstop Parties for the reasonable fees and expenses of Jones Day and a 

financial advisor incurred prior to the termination of the Equity Backstop 

Commitment Letters, subject to overall caps on reimbursement of $17 million 

in the case of Jones Day and $19 million in the case of the financial advisor. 

Reduction of 

Equity 

Commitment 

Premiums 

See Equity 

Backstop 

Commitment 

Letters §§ 2(c), 

11; Exhibit A to 

Equity Backstop 

Commitment 

Letters.

If (i) (except as described below) an Equity Backstop Party terminates its 

commitments or (ii) PG&E Corp. terminates the Equity Backstop 

Commitment Letter either (x) in the event of a breach of a representation or 

warranty by an Equity Backstop Party or (y) in the event that an Equity 

Backstop Party repudiates the Equity Backstop Commitment Letter and 

invalidly terminates it, then the relevant Equity Backstop Party’s Equity

Commitment Premium will be reduced by (1) 85% if the commitments are 

terminated on or prior to January 20, 2020, (2) 60% if the commitments are 

terminated after January 20, 2020 and on or prior to April 30, 2020 and 

(3) 10% if the commitments are terminated after April 30, 2020 and prior to 

the Effective Date. 

If an Equity Backstop Party terminates its commitments pursuant to the 

termination right that would be triggered if at any time after the first day of 

the confirmation hearing, either asserted administrative expense claims in the 

Chapter 11 Cases exceed $250 million, excluding all ordinary course 

administrative expense claims, all professional fee claims, all disallowed 

administrative expense claims and the portion of an administrative expense 

claim that is covered by insurance (collectively, the “Excluded 

Administrative Expense Claims”), or the Debtors have reserved for and/or 

paid more than $250 million in the aggregate for administrative expense 

claims, excluding the Excluded Administrative Expense Claims, then the 

relevant Equity Backstop Party’s Equity Commitment Premium will be 

reduced by 75%. 

If an Equity Backstop Party terminates its commitments in connection with 

PG&E Corp.’s receipt of written waivers or specified amendments from 

entities holding 60% or more of the Equity Backstop Commitments to permit 

the aggregate amount of Additional Capital Sources plus the aggregate 

amount of proceeds of any Equity Offering plus the aggregate amount of 

proceeds funded under the Equity Backstop Commitments to exceed 

$12 billion, then the relevant Equity Backstop Party’s Equity Commitment 

Premium will be reduced by (1) 75% if the commitments are terminated on or 

prior to April 30, 2020, (2) 50% if the commitments are terminated after April 

30, 2020 and on or prior to May 31, 2020 and (3) 25% if the commitments are 

terminated after May 31, 2020. 

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Conditions to 

the Obligations 

of the Equity 

Backstop 

Parties 

See Equity 

Backstop 

Commitment 

Letters § 4. 

The Equity Backstop Parties’ funding obligations under the Equity Backstop 

Commitment Letters are subject to the satisfaction or waiver of specified 

conditions, including (i) approval of the Equity Backstop Commitment 

Letters by the Court; (ii) satisfaction or waiver of all conditions precedent to 

the Effective Date set forth in the Debtors’ Plan; (iii) entry by the Court of an 

order (the “Confirmation Order”) confirming the Debtors’ Plan, with such 

amendments, modifications, changes and consents to the Debtors’ Plan as 

approved by parties holding a majority of the Equity Backstop Commitments 

(such approval not to be unreasonably withheld, conditioned or delayed), 

which Confirmation Order shall be unstayed and in full force and effect; (iv) 

the weighted average earning rate base of the Debtors for estimated 2021 

being no less than 95% of $48 billion (i.e., $45.6 billion); and (v) absence of 

a Material Adverse Effect. 

Termination 

Events 

See Equity 

Backstop 

Commitment 

Letters §§ 5–6.

Equity Backstop Parties. The Equity Backstop Parties may terminate the 

Equity Backstop Commitment Letters if, among other things: (i) the Debtors’ 

Plan (including as may be amended, modified or otherwise changed) filed by 

the Debtors does not include Knighthead and Abrams as plan proponents and 

is not in a form acceptable to each of Knighthead and Abrams, or does not 

provide for substantially the same classification and treatment, including 

releases, of all Claims (other than Holdco Other Wildfire Claims and Utility 

Other Wildfire Claims) as provided in the Debtors’ Joint Chapter 11 Plan of 

Reorganization filed with the Bankruptcy Court on November 4, 2019; (ii) the 

Court has not entered an order approving the Equity Backstop Commitment 

Letters on or before January 31, 2020; (iii) the Debtors’ Plan is amended, 

modified or changed without the consent of entities holding a majority of the 

Equity Backstop Commitments (not to be unreasonably withheld, conditioned 

or delayed), or any plan supplement or other plan document is filed or 

finalized without the consent of entities holding a majority of the Equity 

Backstop Commitments (not to be unreasonably withheld, conditioned or 

delayed); (iv) the Confirmation Order has not been entered by the Court on or 

before June 30, 2020; (v) the Effective Date has not occurred on or before 60 

days after entry of the Confirmation Order; (vi) the Debtors have failed to 

perform any of their obligations in the Equity Backstop Commitment Letters, 

which failure to perform would give rise to the failure of certain conditions 

precedent; (vii) wildfires occur in the Utility’s service area in 2019 that 

damage or destroy in excess of 500 dwellings or commercial structures 

(“Structures”) in the aggregate that are asserted to arise out of the Debtors’ 

activities; (viii) wildfires occur in the Utility’s service area in 2020 that 

damage or destroy in excess of 500 Structures in the aggregate at a time when 

the portion of the Utility’s system at the location of such wildfire was not 

successfully de-energized; (ix) the Debtors’ aggregate liability with respect to 

prepetition wildfire-related claims is determined to exceed $25.5 billion; 

(x) the CPUC fails to issue all necessary approvals prior to June 30, 2020; 

(xi) there is in effect an order or law permanently prohibiting the 

consummation of the Debtors’ Plan; (xii) at any time after the first day of the 

confirmation hearing, either asserted administrative expense claims in the 

Chapter 11 Cases exceed $250 million, excluding the Excluded 

Administrative Expense Claims, or the Debtors have reserved for and/or paid 

more than $250 million in the aggregate for administrative expense claims, 

excluding the Excluded Administrative Expense Claims; (xiii) the Utility does 

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not participate in the Go-Forward Wildfire Fund; (xiv) the Court at any time 

determines that the Debtors are insolvent; (xv) the Debtors or any of their 

subsidiaries enter into any Tax Benefits Monetization Transaction, and the net 

cash proceeds thereof to the Debtors (or such subsidiary) are less than 

$3 billion (excluding $1.35 billion of tax benefits utilized in the Debtors’ 

Plan); or (xvi) the Debtors’ Plan, any plan supplement or any plan document 

has been amended, modified or changed, in each case without the consent of 

the entities holding at least 66 2/3% of the Aggregate Backstop Commitments 

to include a process for transferring the license and operating assets of the 

Utility to the State of California or a third party (a “Transfer”) or PG&E 

effects a Transfer other than pursuant to the Debtors’ Plan.

PG&E Corp. Among other circumstances, PG&E Corp. may terminate an 

Equity Backstop Commitment Letter in the event (i) the applicable Equity 

Backstop Party repudiates, invalidly purports to terminate or fails to fund its 

Equity Backstop Commitment when required; or (ii) of certain proposals to 

acquire at least 50% of the outstanding shares of PG&E Corp. common stock.

Plan Support 

See Equity 

Backstop 

Commitment 

Letters §§ 14, 

18.

Until the termination of the Equity Backstop Commitment Letters, subject to 

certain limitations, the Equity Backstop Parties must (i) use all reasonable 

efforts to support the Debtors’ Plan with respect to the treatment of their 

PG&E Corp. common shares and to act in good faith with respect to any 

permitted equity offering, (ii) vote all of their PG&E Corp. common shares 

and claims to accept the Debtors’ Plan, and (iii) vote their PG&E Corp. 

common shares and claims to reject any plan of reorganization other than the 

Debtors’ Plan. If the Debtors provide another creditor holding a funded debt 

claim a more favorable treatment than provided to an Equity Backstop Party 

with a similar funded debt claim, the Debtors shall take all actions so that the 

more favorable treatment applies to such Equity Backstop Party’s similar 

funded debt claim. 

Nothing in the Equity Backstop Commitment Letters prohibits any party from 

appearing as a party-in-interest in the Chapter 11 Cases, so long as such 

appearance and the positions advocated are consistent with the Equity 

Backstop Commitment Letters and the Debtors’ Plan, and are not for the 

purpose of, and could not reasonably be expected to have the effect of, 

hindering, delaying or preventing the consummation of the transactions 

contemplated by the Debtors’ Plan. 

Certain key terms and provisions of the Debt Financing Commitment Letters are 

summarized as follows (subject, in the case of the Backstop Debt Facilities, to the “market flex” 

terms contained in the Backstop Debt Fee Letters):12

12 This summary is qualified in its entirety by reference to the provisions of the Debt Financing 

Commitment Letters. To the extent that any discrepancies exist between the summary described in 

this Motion and the terms of the Debt Financing Commitment Letters, the Debt Financing 

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Debt Commitment Letters 

 PG&E Corp. Backstop Debt 

Facility 

Utility Backstop Debt Facility 

Borrower PG&E Corp. Utility 

Backstop Debt Facility Up to $7,000 million 364-day 

senior unsecured “bridge” term 

loan credit facility 

Up to $27,350 million 364-day 

senior secured “bridge” term 

loan credit facility 

Roles 

See Debt Commitment 

Letters, § 1; Schedule I to 

Debt Commitment Letters.

JPMorgan will act as administrative agent and, solely for the Utility 

Backstop Debt Facility, as collateral agent. JPMorgan, BofA, 

Barclays, Citi and GS Bank will act as joint bookrunners and, along 

with BNP, Credit Suisse, Morgan Stanley, MUFG, Wells Fargo and 

Mizuho (or, in each case, its designated affiliate), joint lead 

arrangers and co-documentation agents. 

Interest Rate 

See Debt Commitment 

Letters, Annex A-I.

At the option of PG&E Corp. or the Utility, as applicable, (a) the 

Adjusted LIBO Rate plus the Applicable Margin set forth below or 

(b) ABR plus the Applicable Margin set forth below minus 1.00% 

(but not less than 0.00%). 

Applicable Margin: 1.75% - 

3.00% 

Public debt 

rating 

Rate 

BB+ / Ba1 1.75% 

BB / Ba2 2.00% 

BB- / Ba3 2.125% 

B+ / B1 

or worse 

2.25% 

Each of the foregoing increases 

by 0.25% each 90 day period 

after the Closing Date. 

Applicable Margin: 1.125% - 

2.50% 

Public debt 

rating 

Rate 

BBB+ / Baa1 1.125% 

BBB / Baa2 1.375% 

BBB- / Baa3 1.50% 

BB+ / Ba1 

or worse 

1.75% 

Commitment Letters shall govern. Capitalized terms used but not defined herein shall have the 

meanings ascribed to such terms in the Debt Financing Commitment Letters. 

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Each of the foregoing increases 

by 0.25% each 90 day period 

after the Closing Date. 

Security 

See Debt Commitment 

Letters, Annex A.

Unsecured Secured by a first-priority 

security interest in substantially 

all Utility assets (subject to 

permitted liens and other 

customary exceptions and 

limitations on perfection steps 

and thresholds to be agreed). 

Facility Fees and 

“Alternate Transaction” 

See Debt Commitment 

Letters, Annex A-1; 

Backstop Debt Fee Letters.

Ticking Fees. 0.30% per annum 

times the actual daily undrawn 

commitments accruing during 

the period commencing 90 days 

after the date of the PG&E Corp. 

Debt Commitment Letter and 

ending on and including the 

earlier of (x) the Closing Date 

and (y) the date of termination of 

the commitments, for the 

account of each lender, payable 

quarterly in arrears and on 

certain other specified dates. 

Duration Fees. For the ratable 

benefit of the lenders, in an 

amount equal to (i) 0.50% of the 

aggregate principal amount of 

the loans outstanding on the 

90th day after the Closing Date; 

(ii) 0.75% of the aggregate 

principal amount of the loans 

outstanding on the 180th day 

after the Closing Date; and 

(iii) 1.00% of the aggregate 

principal amount of the loans 

outstanding on the 270th day 

after the Closing Date. 

Other Fees / “Alternate 

Transaction”. Set forth in the 

Backstop Debt Fee Letter, 

unredacted copies of which are 

to be provided under seal to the 

Ticking Fees. 0.175% per 

annum times the actual daily 

undrawn commitments accruing 

during the period commencing 

90 days after the date of the 

Utility Debt Commitment Letter 

and ending on and including the 

earlier of (x) the Closing Date 

and (y) the date of termination of 

the commitments, for the 

account of each lender, payable 

quarterly in arrears and on 

certain other specified dates. 

Duration Fees. For the ratable 

benefit of the lenders, in an 

amount equal to (i) 0.50% of the 

aggregate principal amount of 

the loans outstanding on the 

90th day after the Closing Date; 

(ii) 0.75% of the aggregate 

principal amount of the loans 

outstanding on the 180th day 

after the Closing Date; and 

(iii) 1.00% of the aggregate 

principal amount of the loans 

outstanding on the 270th day 

after the Closing Date. 

Other Fees / “Alternate 

Transaction”. Set forth in the 

Backstop Debt Fee Letter, 

unredacted copies of which are

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Court, the Office of the United 

States Trustee and advisors to 

the Official Committee of 

Unsecured Creditors and 

Official Committee of Tort 

Claimants on a confidential and 

professionals’ eyes only basis. 

to be provided under seal to the 

Court, the Office of the United 

States Trustee and advisors to 

the Official Committee of 

Unsecured Creditors and 

Official Committee of Tort 

Claimants on a confidential and 

professionals’ eyes only basis. 

Mandatory Prepayments 

and Commitment 

Reductions

See Debt Commitment 

Letters, Annex A. 

The aggregate commitments in respect of the applicable Backstop 

Debt Facility shall be automatically and permanently reduced, and 

after the Closing Date, the aggregate principal amount of loans 

under the applicable Backstop Debt Facility shall be prepaid, in 

each case without penalty or premium and on a dollar-for-dollar 

basis, by: 

a) 100% of the Net Cash Proceeds of all non-ordinary course asset 

sales or dispositions or any insurance or condemnation 

proceeds (subject to certain exceptions set forth in the Debt 

Commitment Letters); 

b) 100% of the Net Cash Proceeds received from (i) incurrences 

of debt securities or other debt (including pursuant to any bank 

or other credit facility) (other than Excluded Debt and amounts 

referred to in clause (c) below) and (ii) issuances of equity 

securities (including shares of common stock or preferred 

equity or equity-linked securities) (other than Excluded Equity 

Offerings); and 

c) 100% of the committed amount under Qualifying Bank 

Financings (subject to certain exceptions); 

provided, however, that until such time as the Equity Backstop 

Commitments have been reduced to $0, except as provided in the 

Debt Commitment Letters, the Debt Commitments are not reduced 

by any cash proceeds from any Additional Capital Source (as 

defined in the Equity Backstop Commitment Letters) to the extent 

that such cash proceeds also reduce the Equity Backstop 

Commitments. 

The obligations of the Backstop Debt Commitment Parties to fund 

on the Closing Date shall be automatically and permanently 

reduced, without penalty or premium and on a dollar-for-dollar 

basis, by the aggregate principal amount of any roll-over, “takeback” or reinstated debt of PG&E Corp. or the Utility, as applicable. 

In addition, the Debt Commitment Letters require that the proceeds 

of any "Included Securitization Transaction" (defined as any 

securitization transaction of PG&E Corp., the Utility or their 

subsidiaries other than any non-recourse pass-through 

securitization transaction contemplated by AB 1054, but including, 

for the avoidance of doubt, any securitization that includes credits 

or rebates to customers) be applied, on or prior to the closing date 

of the Backstop Debt Facilities, as follows: (i) first, to finance the 

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Fire Victim Trust as contemplated by the Plan, up to $1.35 billion, 

(ii) second, to reduce commitments under the PG&E Corp. 

Backstop Debt Facility, up to $2.0 billion, (iii) third, to be deposited 

as cash on the balance sheet of the Debtors, up to $650 million, (iv) 

fourth, at the Debtors’ election, to reduce the minimum equity 

requirement under the Backstop Debt Facilities, up to $4.0 billion 

and (v) fifth, as the Debtors may otherwise direct (but without 

further reduction to such minimum equity requirement). 

Expense 

Reimbursement 

See Debt Commitment 

Letters, § 5.

The Backstop Debt Commitment Parties and their respective 

affiliates will be reimbursed for out-of-pocket expenses incurred in 

connection with the Backstop Debt Facilities and any related 

documentation or the administration, amendment, modification or 

waiver thereof. 

Indemnification 

See Debt Commitment 

Letters, § 5.

Subject to certain exceptions set forth in the Debt Commitment 

Letters, the Backstop Debt Commitment Parties and their related 

parties will be indemnified from any losses, claims, damages, 

liabilities and related expenses to which any such indemnified 

person may become subject arising out of or in connection with the 

Debt Commitment Letters, the Backstop Debt Facilities, the use of 

the proceeds thereof or any related transaction or any Proceeding, 

and will be reimbursed for reasonable, documented and invoiced 

out-of-pocket legal expenses (subject to the Counsel Limitation) or 

other reasonable, documented and invoiced out-of-pocket expenses 

incurred in connection with investigation or defense. 

Conditions Precedent 

See Debt Commitment 

Letters, Annex B.

The obligations of the lenders to lend under the Backstop Debt 

Facilities are subject to satisfaction or waiver of certain condition 

precedents (or the absence of certain termination rights) 

substantially similar to those described above with respect to the 

Equity Backstop Commitment Letters and certain other conditions, 

including: (i) entry by the Court of (a) the Approval Order (as 

defined below) and (b) a confirmation order confirming the 

Debtors’ Plan in form and substance reasonably satisfactory to the 

Required Commitment Parties by no later than June 30, 2020, with 

each order in full force and effect, final and non-appealable and not 

subject to a stay; (ii) none of the Debtors’ Plan, the Confirmation 

Order or the Approval Order shall have been amended or modified 

or any condition therein waived without the consent of the Required 

Commitment Parties (not to be unreasonably withheld, conditioned 

or delayed); (iii) compliance in all material respects with the 

Confirmation Order; (iv) all documents necessary to implement the 

Debtors’ Plan and the financings and distributions contemplated 

thereunder shall have been executed (each of which shall either 

(a) not be adverse to the interests of the Backstop Debt 

Commitment Parties or (b) be in form and substance reasonably 

acceptable to the Required Commitment Parties); (v) delivery of 

specified historical and pro forma financial information; 

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(vi) accuracy of representations and warranties and lack of default 

or event of default; (vii) execution of definitive documentation for 

the Backstop Debt Facilities; (viii) delivery of customary legal 

opinions, corporate organizational documents and solvency 

certificates and payment of all fees; (ix) delivery of documents and 

information under applicable “know your customer” and antimoney laundering rules; (x) solely with respect to the Utility 

Backstop Debt Facility, execution and delivery of all documents 

and instruments required to perfect the security interests in the 

Collateral and completion of flood insurance due diligence; 

(xi) receipt by the Utility of investment grade senior secured debt 

ratings with a stable or better outlook; (xii) absence of a Material 

Adverse Effect since June 30, 2019; (xiii) receipt by PG&E Corp. 

of at least $12,000 million of proceeds from the issuance of equity 

(which amount may be reduced by up to $4,000 million from the 

proceeds of any Included Securitization Transaction on terms 

reasonably satisfactory to the Backstop Debt Commitment Parties 

subject to compliance with the Closing Date Securitization 

Waterfall); (xiv) the economic benefit of the net operating loss 

carryforwards of PG&E Corp or its subsidiaries shall not have been 

transferred except on terms that could not reasonably be expected 

to negatively impact the cash flow of PG&E Corp or its 

subsidiaries; (xv) ownership by PG&E Corp. of 100% of the Utility 

common stock; and (xvi) delivery by the Utility of a financial model 

satisfactory to the Arrangers reflecting sources and uses and capital 

structure, together with a certification by the Utility that such 

financial model demonstrates compliance with all regulatory 

requirements (including all CPUC approvals). 

Termination Rights 

See Debt Commitment 

Letters, § 11.

The Backstop Debt Commitment Parties’ commitments and 

agreements with respect to the Backstop Debt Facilities are subject 

to termination rights, including (i) certain termination rights that are 

substantially similar to termination rights described above with 

respect to the Equity Backstop Commitment Letters or conditions 

precedent described above with respect to the Equity Backstop 

Commitment Letters or the Debt Commitment Letters, (ii) the 

occurrence of the Effective Date without using the applicable 

Backstop Debt Facility; (iii) the dismissal or conversion of the 

Chapter 11 Cases or the appointment of a trustee or examiner with 

enlarged powers; and (iv) if the Court shall not have entered an 

order approving the Debt Financing Commitment Letters (the 

“Approval Order”), in form and substance reasonably satisfactory 

to the Backstop Debt Commitment Parties, on or before January 31, 

2020. 

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Bank Financing Engagement Letter 

Bank Engagement 

See Bank Financing 

Engagement Letter, § 1.

JPMorgan, BofA, Barclays, Citi and GS Bank (or their designated 

affiliates) are engaged to act as joint lead arrangers and joint 

bookrunners for (a) a $500 million PG&E Corp. revolving credit 

facility, (b) a $3,500 million Utility revolving credit facility, (c) a 

senior secured PG&E Corp. term loan facility and (d) any other 

bank loan or credit facility (other than a securitization facility) 

(clauses (a)-(d), collectively, the “Bank Financing”), in each case 

in connection with the financing of the transactions and 

distributions contemplated by the Debtors’ Plan, the refinancing or 

replacement of the Backstop Debt Facilities or other interim debt 

financing for the transactions and distributions contemplated by the 

Debtors’ Plan, or any permanent revolving or term credit facility or 

other financing entered into in connection with the Debtors’ Plan 

(collectively, the “Exit Financing”). 

Cooperation 

See Bank Financing 

Engagement Letter, § 2. 

PG&E Corp. and the Utility have agreed to actively assist the 

Arrangers in achieving a mutually satisfactory syndication of any 

syndicated Bank Financing. 

Termination 

See Bank Financing 

Engagement Letter, § 3.

The engagement may be terminated by any Arranger (as to itself) at 

any time on written notice. PG&E Corp. and the Utility may 

terminate the engagement on the earliest of (a) twelve months after 

the date of the Bank Financing Engagement Letter, if the Effective 

Date has not occurred, (b) the Effective Date, if the Backstop Debt 

Facilities or other interim exit financing were not used and if any 

Bank Financing consummated prior to or concurrently with the 

Effective Date complied with the Bank Financing Engagement 

Letter, (c) the first anniversary of the Effective Date and (d) the date 

of receipt by PG&E Corp. and the Utility of aggregate cash 

proceeds equal to outstanding obligations under the Backstop Debt 

Facilities or any other interim Exit Financing from the incurrence 

of Bank Financing in a transaction in which each Arranger acts in 

its titled capacity and receives its Requisite Economics (as defined 

below), if the Bank Financing is consummated after the Effective 

Date. 

Indemnification / 

Expense Reimbursement 

See Bank Financing 

Engagement Letter, § 4.

Set forth in the Bank Financing Engagement Letter. 

Alternate Financing 

See Bank Financing 

Engagement Letter, § 5(b).

If during the period commencing on the date of the Bank Financing 

Engagement Letter and ending 12 months following its termination, 

PG&E Corp., the Utility or any of their respective affiliates obtain 

Exit Financing or any other exit financing in connection with a plan 

of reorganization other than the Debtors’ Plan (any such financing, 

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an “Alternate Financing”) without an Arranger acting in its titled 

capacity in connection therewith and without receiving at least the 

percentage of minimum economics of such financing under the 

Bank Financing Engagement Letter (the “Requisite Economics”), 

then PG&E Corp. and the Utility have agreed to pay to such 

Arranger an amount equal to 50% (or, if such Alternate Financing 

refinances or replaces any outstanding Backstop Debt Facility, 

100%) of the fees that would have been payable to such Arranger if 

such Arranger acted in its titled capacity with the Requisite 

Economics for such Alternate Financing; provided that no fee is 

payable to any Arranger that has been offered the opportunity to act 

in a titled capacity with the Requisite Economics and has elected 

not to do so (unless in connection with an Alternate Financing in 

connection with a plan other than the Debtors’ Plan). 

Minimum 

Economics/Fees 

Set forth in the Bank Financing Engagement Letter, unredacted 

copies of which were previously provided to the Court [Docket No. 

4453], the Office of the United States Trustee and advisors to the 

Official Committee of Unsecured Creditors and Official Committee 

of Tort Claimants on a confidential and professionals’ eyes only 

basis. 

Securities Engagement Letter 

Securities Engagement 

See Securities Engagement 

Letter, § 1.

J.P. Morgan Securities LLC, BofA, Barclays Capital Inc., Citi and 

Goldman Sachs & Co. LLC (or their designated affiliates) 

(collectively, the “Securities Engagement Parties”) are engaged 

to act as joint bookrunning managers and joint lead underwriters, 

joint lead placement agents or joint lead initial purchasers, as 

applicable, in respect of any offering (each, an “Offering”) by 

PG&E Corp., the Utility or any of their respective affiliates of debt 

securities (other than (x) any convertible debt, (y) any commercial 

paper programs and (z) any securitization) (the “Securities”), 

whether completed prior to, on or after the Effective Date, including 

the contemplated issuance of (a) at least $7,000 million aggregate 

principal amount of PG&E Corp. senior notes and (b) at least 

$27,350 million aggregate principal amount of Utility senior notes 

(clause (a) and (b) collectively, the “Proposed Financing”), in each 

case in connection with the financing of the transactions and 

distributions contemplated by the Debtors’ Plan, and the 

refinancing or replacement of the Backstop Debt Facilities or other 

interim debt financing for the transactions and distributions 

contemplated by the Debtors’ Plan (collectively, the “Exit 

Financing”). 

Matters Relating to 

Securities Engagement 

See Securities Engagement 

Letter, § 2.

PG&E Corp. and the Utility will not initiate, solicit or enter into any 

discussions or negotiations for the issuance, offering or sale of 

Securities to any third parties, except through the Securities 

Engagement Parties. If PG&E Corp. or the Utility receive any 

inquiry concerning the Securities, PG&E Corp. and the Utility will 

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promptly inform the Securities Engagement Parties. In addition, 

PG&E Corp. and the Utility have agreed that, during the term of the 

Securities Engagement Letter, they will not offer, sell, contract to 

sell or otherwise dispose of any securities substantially similar to 

the Securities without the prior written consent of the Securities 

Engagement Parties. 

PG&E Corp. and the Utility shall not (except through the Securities 

Engagement Parties or as otherwise consented to by the Securities 

Engagement Parties) sell or offer to sell any Securities (or any 

substantially similar securities) during the term of the Securities 

Engagement Letter, and shall not offer or sell any security that 

would be integrated with the sale of any Securities that are not being 

offered or sold in a registered Offering in a manner that would 

require such Securities to be registered under the Act. 

Termination 

See Securities Engagement 

Letter, § 3.

The engagement may be terminated by any Securities Engagement 

Party (as to itself) on written notice. PG&E Corp. and the Utility 

may terminate the engagement on the earliest of (a) twelve months 

after the date of the Securities Engagement Letter, if the Effective 

Date has not occurred, (b) the Effective Date, if the Backstop Debt 

Facilities or other interim exit financing were not used and if any 

Offering consummated prior to or concurrently with the Effective 

Date complied with the Securities Engagement Letter, (c) the first 

anniversary of the Effective Date and (d) the date of receipt by 

PG&E Corp. and the Utility of aggregate cash proceeds equal to 

outstanding obligations under the Backstop Debt Facilities or any 

other interim Exit Financing from the sale of Securities in a 

transaction in which each Securities Engagement Party acts in a 

titled capacity and receives its Requisite Economics, if such 

transaction is consummated after the Effective Date. Additionally, 

PG&E Corp. and the Utility may terminate the Securities 

Engagement Letter “for cause” with respect to any Rule 5110 

Offering. 

Indemnification / 

Expense Reimbursement 

See Securities Engagement 

Letter, § 4 and Annex A.

Set forth in the Securities Engagement Letter. 

Alternate Financing 

See Securities Engagement 

Letter, § 5(c).

If during the period commencing on the date of the Securities 

Engagement Letter and ending 12 months following its termination, 

PG&E Corp., the Utility or any of their respective affiliates obtain 

Exit Financing or any other exit financing in connection with a plan 

of reorganization other than the Debtors’ Plan (other than bank or 

syndicated credit financing) (any such financing, an “Alternate 

Financing”) without a Securities Engagement Party acting in its 

titled capacity under the Securities Engagement Letter in 

connection therewith and without receiving at least the percentage 

of minimum economics of such financing under the Securities 

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Engagement Letter (the “Requisite Economics”), then PG&E 

Corp. and the Utility have agreed to pay to such Securities 

Engagement Party an amount equal to 50% (or, if such Alternate 

Financing refinances or replaces any outstanding Backstop Debt 

Facility, 100%) of the fees that would have been payable to such 

Securities Engagement Party if such Securities Engagement Party 

acted in its titled capacity with the Requisite Economics for such 

Alternate Financing; provided that no fee is payable to any 

Securities Engagement Party that has been offered the opportunity 

to act in a titled capacity with the Requisite Economics and has 

elected not to do so (unless in connection with an Alternate 

Financing in connection with a plan other than the Debtors’ Plan). 

Disclosure 

See Securities Engagement 

Letter, § 6.

PG&E Corp. and the Utility shall furnish the Securities Engagement 

Parties with all financial and other information concerning the 

Debtors, the Debtors’ Plan, the financing thereof and related matters 

that the Securities Engagement Parties may reasonably request for 

inclusion in any Offering Document or otherwise. 

Minimum 

Economics/Fees 

Set forth in the Securities Engagement Letter, unredacted copies of 

which were previously provided to the Court [Docket No. 4454], 

the Office of the United States Trustee and advisors to the Official 

Committee of Unsecured Creditors and Official Committee of Tort 

Claimants on a confidential and professionals’ eyes only basis. 

Certain additional provisions of the Proposed Orders are summarized as follows:13 

Nature of Exit Financing 

Obligations 

See Proposed Orders, ¶ 4.

The Exit Financing Obligations shall be treated as allowed 

administrative expenses of the Debtors whether or not the Exit 

Financing Commitments are funded, and none of such amounts 

shall be discharged, modified, or otherwise affected by any chapter 

11 plan of any of the Debtors, subject to and in accordance with the 

Exit Financing Commitment Letters. 

Amendments 

See Proposed Orders, ¶ 7.

The Proposed Orders provide that the Debtors and the Exit 

Commitment Parties may enter into any nonmaterial amendment, 

modification or supplement of any provision of the Exit Financing 

Commitment Letters without further notice, hearing or order of the 

Court. In the case of any material amendment, modification or 

supplement to the Exit Financing Commitment Letters that is 

adverse to the Debtors (a “Material Amendment”), the Debtors 

13 This summary is qualified in its entirety by reference to the Proposed Orders. To the extent 

that any discrepancies exist between the summary described in this Motion and the Proposed Orders, 

the Proposed Orders shall govern. 

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shall provide notice to the Notice Parties (as defined below), each 

of whom shall have five (5) calendar days from the date of receipt 

of such notice to object in writing to the Debtors and the applicable 

Exit Commitment Parties to such Material Amendment. If no 

objections are timely received (or if the Notice Parties indicate via 

electronic mail that they have no objection) to a Material 

Amendment, the Debtors are authorized to execute such Material 

Amendment. If a Notice Party timely objects and such objection is 

not resolved prior to the date upon which such objection is 

scheduled to be heard by the Court, approval of the Court (which 

may be sought on an expedited basis) will be necessary to execute 

a Material Amendment. 

This provision is substantially similar to paragraph 26 of that certain 

Final Order Pursuant to 11 U.S.C. §§ 105, 362, 363, 364, 503 and 

507 and Fed. R. Bankr. P. 2002, 4001, 6004 and 9014 (i) 

Authorizing Debtors to Obtain Senior Secured, Superpriority, 

Postpetition Financing, (ii) Granting Liens and Superpriority 

Claims, (iii) Modifying the Automatic Stay, and (iv) Granting 

Related Relief [Docket No. 1091]. 

No Imposition of 

Liability 

See Proposed Orders, ¶ 8.

Nothing in the Proposed Orders, the Exit Financing Commitment 

Letters or any other documents related to the transactions 

contemplated thereby shall in any way be construed or interpreted 

to impose or allow the imposition upon any Exit Commitment Party 

of any liability for any claims arising from the post-petition 

activities of the Debtors in the operation of their businesses, or in 

connection with their restructuring efforts. 

Automatic Stay 

See Proposed Orders, ¶ 13.

The Proposed Orders provide for the modification of the automatic 

stay under section 362 of the Bankruptcy Code to the extent 

necessary to enable the Exit Commitment Parties to perform under 

the Exit Financing Commitment Letters and to exercise any and all 

of their contractual rights thereunder. 

IV. BASIS FOR RELIEF REQUESTED 

A. Entry into the Exit Financing Commitment Letters is a Sound Exercise of the 

Debtors’ Business Judgment and is in the Best Interests of Their Estates. 

Section 363(b)(1) of the Bankruptcy Code provides that a debtor in possession, “after 

notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of 

the estate”. 11 U.S.C. § 363(b)(1). “Such use, sale or lease must be based upon a debtor’s sound 

business judgment. The business judgment rule ‘is a presumption that in making a business decision 

the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the 

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action was in the best interests of the company.’” In re Station Casinos, Inc., No. BK-09-52477 

(GWZ), 2010 Bankr. LEXIS 5447, at *7 (Bankr. D. Nev. Feb. 2, 2010) (quoting In re Integrated 

Resources, Inc., 147 B.R. 650, 656 (Bankr. S.D.N.Y. 1992)). 

Courts emphasize that the business judgment rule is not an onerous standard and may 

be satisfied “as long as the proposed action appears to enhance the debtor’s estate”. Crystalin, L.L.C. 

v. Selma Props. Inc. (In re Crystalin, L.L.C.), 293 B.R. 455, 464 (B.A.P. 8th Cir. 2003) (emphasis in 

original, alterations and internal quotation marks omitted) (quoting Four B. Corp. v. Food Barn Stores, 

Inc. (In re Food Barn Stores, Inc.), 107 F.3d 558, 566 n.16 (8th Cir. 1997)); see also In re 

AbitibiBowater Inc., 418 B.R. 815, 831 (Bankr. D. Del. 2009) (stating the business judgment standard 

is “not a difficult standard to satisfy”). Once a debtor articulates a valid business justification, a 

presumption arises that the debtor’s decision was made on an informed basis, in good faith and with 

the belief that the decision was in the best interests of the debtor’s estate. In re Integrated Resources, 

Inc., 147 B.R. 650, 656 (Bankr. S.D.N.Y. 1992) (quoting Smith v. Van Gorkom, 488 A.2d 858, 872 

(Del. 1985)). 

Section 105(a) of the Bankruptcy Code further supports entry of an order approving 

the Exit Financing Commitment Letters by providing that “[t]he court may issue any order, process, 

or judgment that is necessary or appropriate to carry out the provisions of [title 11].” 11 U.S.C. § 

105(a); see also In re Excel Innovations, Inc., 502 F.3d 1086, 1093 (9th Cir. 2007); In re Robles, No. 

14-51812 (ASW), 2014 WL 3715092, at *1 (Bankr. N.D. Cal. July 24, 2014). Together, sections 

363(b) and 105(a) of the Bankruptcy Code give the Court sufficient authority to grant the relief 

requested herein. See In re Montgomery Ward Holding Corp., 242 B.R. 147, 153 (D. Del. 1999) 

(stating courts should permit use of assets outside the ordinary course of business if “sound business 

purpose justifies such actions”); Comm. of Asbestos-Related Litigants v. Johns-Manville Corp. (In re 

Johns- Manville Corp.), 60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986) (“Where the debtor articulates a 

reasonable basis for its business decisions (as distinct from a decision made arbitrarily or capriciously), 

courts will generally not entertain objections to the debtor’s conduct.”). 

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Courts have routinely relied on such sections of the Bankruptcy Code when approving 

relief similar to that sought herein. See, e.g., In re Hexion Holdings LLC, No. 19-10684 (KG), at 4 

(Bankr. D. Del. May 15, 2019) (ECF No. 367) (“The Equity Backstop Agreement and the terms and 

provisions included therein are approved in their entirety pursuant to sections 105 and 363 of the 

Bankruptcy Code.”); In re Hexion Holdings LLC, No. 19-10684 (KG), at 4 (Bankr. D. Del. May 15, 

2019) (ECF No. 368) (“The Debt Backstop Agreement and the terms and provisions included therein 

are approved in their entirety pursuant to sections 105 and 363 of the Bankruptcy Code.”). 

As noted above, the Debtors have reached a major milestone in these Chapter 11 Cases. 

With the assistance of the Court-appointed mediator, the Debtors have achieved a comprehensive 

global consensus that has been embodied in the Debtors’ Plan. The Debtors’ Plan has the 

overwhelming support of all classes of wildfire constituencies, the only impaired classes, and will 

enable the Debtors to emerge from chapter 11 successfully, well within the June 30, 2020 timeframe 

and perhaps, most importantly, expedite distributions to wildfire claimants—the Debtors’ primary goal 

when seeking relief under chapter 11. The Exit Financing Commitments Letters will ensure that the 

financial commitments will be available (on market or better than market terms) to ensure that this 

comprehensive consensus will be timely implemented and that these cases are brought to a successful 

conclusion. Under these circumstances the relief requested in this Amended Motion plainly 

constitutes a valid exercise of the Debtors’ business judgment. 

The equity financings backstopped by the Equity Backstop Commitment Letters are an 

important component of the Debtors’ successful emergence from chapter 11, since they will allow the 

Debtors to fund payments to the wildfire tort claimants trust contemplated by the Debtors’ Plan and 

required by AB 1054. Given the possibility that the price of PG&E Corp. shares may decrease or that 

market conditions could deteriorate between now and confirmation of the Debtors’ Plan, it is important 

to the Debtors to lock in a reasonable baseline share price that can be improved if the Debtors’ market 

value and market conditions permit. (See Ziman Decl. ¶ 16.) 

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Similarly, the Debt Commitment Letters backstop the Debtors’ incurrence of new longterm debt to refinance all or a portion of Debtors’ pre-petition high-coupon debt, which, in the case of 

the Utility bonds, could save the Debtors up to $1.5 billion in interest expense over the weighted 

average life of the bonds. (Id. ¶ 20.) As with the Equity Backstop Commitment Letters, the Debt 

Financing Commitment Letters provide assurances that sufficient funds will be available on the 

Effective Date in the event that market financings cannot be consummated at that time. 

Recognizing, however, that the Debtors may be able to consummate financings on 

more attractive terms than those contemplated by the Exit Financing Commitment Letters as they near 

emergence, the Debtors negotiated for flexibility around structure and timing of exit financings. This 

flexibility allows the Debtors to pursue exit financings that maximize the value of their estates for the 

benefit of all stakeholders. 

Moreover, the Exit Financing Commitment Letters align the incentives of the Debtors 

with those of leading financial institutions toward the ultimate success of the Debtors’ Plan. (Id. ¶ 29.) 

These financial institutions have committed significant capital to ensure the viability of the Debtors’ 

Plan and therefore have an interest in seeing it through to completion. (Id.) These commitments also 

enhance the confidence of claimants, financial creditors, equityholders, ratepayers and other 

stakeholders that the Debtors will be able to fund the contemplated payments on the Effective Date 

and emerge from chapter 11 as a financially sound utility. (Id.) 

For all the above reasons, the Debtors have concluded that the Exit Financing 

Commitment Letters are best designed to maximize the value of their estates and the likelihood of 

their successful emergence from the Chapter 11 Cases in accordance with the terms of the Debtors’ 

Plan. Accordingly, the Amended Motion should be approved. 

B. Payment and Allowance of the Exit Financing Obligations as Administrative 

Expense Claims Should Be Approved Because They are Reasonable, MarketBased and Essential Terms of the Exit Financing Commitment Letters. 

The Exit Financing Obligations are essential components of the Exit Financing 

Commitment Letters. These fees, premiums, indemnities, costs and expenses are necessary and 

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reasonable compensation for the substantial undertakings of the Exit Commitment Parties, and are 

favorable for the Debtors when compared to fees in cases of similar size and complexity. (See

Ziman Decl. ¶¶ 18–19, 26, 28.) Absent the Debtors’ agreement to pay the Exit Financing Obligations, 

the Exit Commitment Parties would not have been willing to provide the Exit Financing 

Commitments. (Id. ¶¶ 18, 26.) Without the Exit Financing Commitments, the Debtors have no 

assurances that they will have access to the financing proceeds required to fund the payments 

contemplated by the Debtors’ Plan, including the satisfaction in full of wildfire claims and pre- and 

post-petition funded debt obligations. (Id. ¶¶ 16, 22.) 

For these reasons, the Debtors determined, in their business judgment and in 

consultation with their advisors, that their agreements to pay the Exit Financing Obligations were 

essential and an appropriate means to obtain the Exit Financing Commitments. Compared to the 

substantial value provided by the Exit Financing Commitment Letters, and the significant duration of 

the Exit Financing Commitments, the Exit Financing Obligations are a reasonable use of estate 

resources and should be accorded administrative expense priority under section 507(a)(2) of the 

Bankruptcy Code. The Exit Financing Obligations are actual and necessary costs, not only for 

preserving the Debtors’ estates, but also for maximizing their value and enhancing overall stakeholder 

recoveries. 

The commitment premiums (the “Equity Commitment Premiums”) under the Equity 

Backstop Commitment Letters (6.364%, subject to reductions that diminish as conditionality and 

termination rights fall away or are otherwise resolved) and the Debtors’ agreement to pay reasonable 

fees and expenses of counsel and a financial advisor to the Equity Backstop Parties, subject to caps of 

$17 million and $19 million, respectively, are market-based and comparable to, or less than, those that 

courts have approved in other recent chapter 11 cases. See, e.g., In re Monitronics International, Inc., 

No. 19-33650 (DRJ) (Bankr. S.D. Tex. July 30, 2019) (ECF No. 159) (approving debtors’ assumption 

of put option agreement providing for an 8.0 percent backstop put option premium for a 115 day 

commitment term and expense reimbursement of the backstop parties’ advisors); In re Hexion 

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Holdings LLC, No. 19-10684 (KG) (Bankr. D. Del. May 15, 2019) (ECF No. 367) (approving backstop 

premium equal to 8.0 percent of the rights offering amount for a 126 day term and expense 

reimbursement of the backstop parties’ advisors); In re Pacific Drilling S.A., No. 17-13193 (MEW) 

(Bankr. S.D.N.Y. Sept. 25, 2018) (ECF No. 616) (approving backstop premium equal to 5.3 percent 

of the aggregate rights offering amount for a 66 day term and expense reimbursement of the backstop 

parties’ advisors). Further, subject to the occurrence of the Effective Date, the Equity Commitment 

Premiums are payable in shares of New PG&E Corp. Common Stock, which minimizes the cash 

outflow on the Effective Date. In the event that the Court confirms a plan of reorganization for the 

Debtors that is not the Debtors’ Plan, then the Equity Commitment Premium will be payable in cash 

or shares of New PG&E Corp. Common Stock, at the election of each Equity Backstop Party. 

Moreover, as described above, the Equity Commitment Premiums have been structured 

so that the premiums may be reduced by significant percentages in the event an Equity Backstop Party 

terminates its commitment. For instance, termination between January 20, 2020 and April 30, 2020, 

will result in a 60% reduction. Termination between April 30, 2020 and June 30, 2020, which 

coincides with the confirmation date required by AB 1054 (and the associated Equity Backstop 

Commitment Letter termination right in favor of the Equity Backstop Parties), will result in a 10% 

reduction. The rolling premium reduction schedule was specifically designed to accommodate the 

administration of these Chapter 11 Cases—as the potential for termination events diminishes, and as 

uncertainty related to the Equity Backstop Commitment conditions is resolved. However, even if the 

Equity Backstop Commitments are maintained through August 29, 2019, the maximum Equity 

Commitment Premium that would be owing is still in line with those paid in the market, even without 

considering the significant amount of time that the Equity Backstop Commitments would remain 

outstanding. (Ziman Decl. ¶ 18.) 

Like the Equity Commitment Premiums, the fees, expense reimbursements and 

indemnities owing by the Debtors under the Backstop Debt Fee Letters and the Debt Financing 

Engagement Letters are reasonable under the circumstances, are the product of arms’-length 

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negotiations and are comparable to, or better than, market. (Id. ¶¶ 26, 28.) The Debtors and their 

advisors negotiated the fees down relative to the initial proposals and developed a mechanism to stage 

fees over time, which is atypical for “bridge” facilities. (Id. ¶ 28) This structure allows the Debtors 

to maximize the value of their estates by proceeding with their Debtors’ Plan, while minimizing the 

fees incurred by the Debtors until closer to the Effective Date (when associated conditionality and 

termination rights have been reduced or eliminated). Moreover, the Backstop Debt Facilities are 

intended to serve only as a backstop for lower-cost “take-out” financing. As and when such lowercost financing is incurred, the Debt Commitments are reduced dollar-for-dollar. If the entire $34.35 

billion in Debt Commitments remain outstanding until June 30, 2020 (i.e., the statutory confirmation 

deadline), the aggregate fees payable by the Debtors with respect to such Debt Commitments would 

be approximately $210 million.14 Based on analyses conducted by the Debtors’ financial advisors, 

this quantum of commitment fees is comparable to, or less than, those charged in other large complex 

“bridge” financing transactions over the last five years. (Id. ¶¶ 26, 28.) 

Treatment of the Exit Financing Obligations as administrative expenses of the estate is 

also well within market parameters and is a customary term in exit financing commitment letters. See, 

e.g., In re Hexion Holdings LLC, No. 19-10684 (KG), at 5 (Bankr. D. Del. May 15, 2019) (ECF No. 

367) (“The . . . expenses provided for or permitted by the Equity Backstop Agreement (including . . . 

the Equity Expense Reimbursement . . . ) are hereby approved as reasonable, [and] shall constitute 

14 In addition to such commitment fees, the Debt Commitment Letters and Backstop Debt Fee 

Letters provide for the payment of fees if the Backstop Debt Facilities are funded and on certain 

specified dates thereafter depending on the amount of the Backstop Debt Facilities outstanding as of 

such dates. As described above, the Backstop Debt Commitment Parties have also been engaged to 

arrange permanent bank and debt securities exit financings, which, if consummated, would result in 

the payment by the Debtors of certain additional fees. In the event the Debtors fail to use the Backstop 

Debt Commitment Parties in connection with the financings for which they have been engaged, the 

Backstop Debt Commitment Parties would be entitled to customary alternate transaction fees. The 

aggregate fees payable by the Debtors pursuant to the Debt Financing Commitment Letters will 

depend on a variety of factors, including the length of time the Debt Commitments and/or Backstop 

Debt Facilities remain outstanding, the amount of the Backstop Debt Facilities funded and the type 

and size of the applicable exit financing or alternate transaction. 

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allowed administrative expense claims pursuant to section 503(b) of the Bankruptcy Code . . . .”); In 

re Hexion Holdings LLC, No. 19-10684 (KG), at 5 (Bankr. D. Del. May 15, 2019) (ECF No. 368) 

(“The fees, premiums, and . . . expenses provided for or permitted by the Debt Backstop Agreement 

(including . . . the Debt Backstop Commitment Premium, the Additional Premium, the Debt Expense 

Reimbursement, and the Debt Backstop Indemnity Obligations) are hereby approved as reasonable, 

[and] shall constitute allowed administrative expense claims pursuant to section 503(b) of the 

Bankruptcy Code . . . .”). 

In exchange for the Debtors’ agreement to pay the Exit Financing Obligations, the 

Debtors will receive substantial benefits. The Exit Financing Obligations are necessary, appropriate 

and customary inducements for the Exit Commitment Parties to enter into the Exit Financing 

Commitment Letters and are favorable relative to market. (Ziman Decl. ¶¶ 18, 26.) Given the 

magnitude of the commitments of the Exit Commitment Parties, the Debtors have determined, in their 

business judgment, to incur the Exit Financing Obligations to provide assurances of their ability to 

consummate their Debtors’ Plan on the Effective Date. 

For the foregoing reasons, the Debtors respectfully submit that approval of the Exit 

Financing Commitment Letters is in the best interest of their estates and an appropriate exercise of 

their business judgment. 

V. WAIVER OF BANKRUPTCY RULE 6004(h) 

To implement the foregoing, the Debtors respectfully request the waiver of the 14-day 

stay under Bankruptcy Rule 6004(h). Pursuant to Bankruptcy Rule 6004(h), “[a]n order authorizing 

the use, sale, or lease of property other than cash collateral is stayed until the expiration of 14 days 

after entry of the order, unless the court orders otherwise”. Fed. R. Bankr. P. 6004(h). For the reasons 

described above, the relief requested herein allows the Debtors to achieve greater certainty around the 

financing of their Debtors’ Plan. 

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VI. NOTICE 

Notice of this Amended Motion will be provided to (i) the Office of the United States 

Trustee for Region 17 (Attn: Andrew Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the 

Creditors Committee; (iii) counsel to the Tort Claimants Committee; (iv) the Securities and Exchange 

Commission; (v) the Internal Revenue Service; (vi) the Office of the California Attorney General; 

(vii) the California Public Utilities Commission; (viii) the Nuclear Regulatory Commission; (ix) the 

Federal Energy Regulatory Commission; (x) the Office of the United States Attorney for the Northern 

District of California; (xi) counsel for the agent under the Debtors’ debtor-in-possession financing 

facilities; (xii) counsel for the Equity Backstop Parties; (xiii) counsel for the Initial Backstop Debt 

Commitment Parties; and (xiv) those persons who have formally appeared in these Chapter 11 Cases 

and requested service pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”). The 

Debtors respectfully submit that no further notice is required. 

No previous request for the relief sought herein, other than as set forth in the original 

Motion, has been made by the Debtors. 

 

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WHEREFORE the Debtors respectfully request entry of the proposed orders granting 

(i) the relief requested herein and (ii) such other and further relief as the Court may deem just and 

appropriate. 

Dated: January 3, 2020 

 WEIL, GOTSHAL & MANGES LLP 

 CRAVATH, SWAINE & MOORE LLP 

 KELLER & BENVENUTTI LLP

 /s/ Paul H. Zumbro

 Paul H. Zumbro 

Attorneys for Debtors and Debtors in Possession

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