ML022540584
| ML022540584 | |
| Person / Time | |
|---|---|
| Site: | Diablo Canyon  |
| Issue date: | 08/29/2002 |
| From: | Cohen G Milbank, Tweed, Hadley & McCloy, LLP, Official Committee of Unsecured Creditors, Pacific Gas & Electric Co, Paul, Weiss, Rifkind, Wharton & Garrison, State of CA, California Public Utilities Commission |
| To: | Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California |
| References | |
| 01-30923 DM, 94-0742640 | |
| Download: ML022540584 (7) | |
Text
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'.2 GARY M. COHEN, SBN 117215 1 MEMORANDUM OF POINTS AND AUTHORITIES AROCLES AGUILAR. SBN 94753 2 MICHAEL M. EDSON, SBN 177858 2 The California Public Utilities Commission (the "Commission") and the Official CALIFORNIA PUBLIC UTILITIES COMMISSION 3 505 Van Ness Avenue 3 Committee of Unsecured Creditors (the "Committee," and together with the Commission, San Francisco, California 94102 -"215 ,"
Telephone- (415) 703-2015 - ',0 317-2 4 "Movants") in the Pacific Gas and Electric Company ("PG&E") chapter I I case (the "Case")
Facsimile: (415) 703-2262 5 move this Court, on an geV= basis (the "Application"), for an order shortening time for 6 ALAN W. KORNBERG BRIAN S. HERMANN 6 hearing on and authorizing limited notice of Joint Motion of the California Public Utilities PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 Avenue of the Amencas ".7 Commission and Official Committee of Unsecured Creditors for an Order (I) Authorizing the New York. New York 10019-6064 Telephone: (212) 373-3000 8 Resolicitation of Votes and Preferences for Movants' Amended Plan of Reorganization for the Facsimile: (212) 757-3990 9 9 Debtor, (2) Approving Movants' Supplemental Disclosure in Connection Therewith. (3),
Attorneys for CaUfornla PubUe Utlitles Commislon 10 10 Approving Movants' Proposed Form of Ballot, and (4) Authorizing Inclusion of the Official PAUL S. ARONZON, SBN 88781 I1 ROBERT JAY MOORE, SBN 77498 11 Committee ofUnsecured Creditors' Revised Report and Recommendation in the Solicitation MILBANK. TWEED, HADLIY & McCLOY LLP 12 601 South Figueroa Street. 30 Floor) 12 Package (the "Motion").
Los Angeles, California 90017 13 Telephne: (213) 892-4000 13 In order to allow sufficient time to complete the resolicitation requested in the Facsimile. (213) 629-5063 14 14 Motion without modification to the Court's previously established confirmation schedule, the Attorneys for Official Committee of Unsecured Creditors 15 15 Commission and the Committee suggest that the Court set a hearing for the Motion on UNITED STATES BANKRUPTCY COURT 16 "NORTHERNDISTRICT OF CALIFORNIA 16 September 12,2002 at 1:30 p.m. (Pacific), with objections due on September 10. 2002 at 4.00 SAN FRANCISCO DIVISION 17 17 p m (Pacific) ' The Committee and the CPUC, with the agreement of PG&E and PG&E lore .. CaseNo. 0-30923DM is '18 Corporation. suggest that the Court hold a hearing on this Application on Wednesday. September PACIFIC GAS AND ter nELECTCCOMPANY II Cas 19 a California corporation, , I "' , 19 4, 2002 at 1:30p m. (Pacific).
20 Debtor. r 20 Movants also seek an order of the Court authorizing limited notice of the Motion Date: [To be st]
21 Time: [To be Met]
Place: 235 Pine Street, 22d Floor. 21 by service upon only: (I) the Debtor, (2) PG&E Corporation; (3) the Office of the United States Federal I D. No. 940742640 22 awl 17TWI Tnustee; and (4) those parties who have filed objections to the Plan of Reorganization filed by the 22 E APPLICATION FOR ORDER SHORTENING TIME ON THE JOINT 23 [ON OF THE CALIFORNIA PUBLIC UTILITIES COMMISSION AND 23 California Public Utilities Commission with respect to PG&E, dated May 17,2002.
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS REGARDING 24 RESOLICITATION OF VOTES AND PREFERENCES FOR MOVANTS' 24 I. INTRODUCTION AND BACKGROUND AMENDED PLAN OF REORGANIZATION 25 25 By the Motion. the Commission and the Committee seek an order of the Court, 26 [Declaration of Paul S. Arnzon in Support of Ex Pane Application, Notice ofMotion. 26 pursuant to sections 105(a). 1125(b) and I127oftitle II ofthe United States Code, II U.S C.
Motion and Memorandum of Points and Authorities filed concurrently herewith]
27 27 A proposed order ris attached hereto as Exhibit "A."
28 I, 28 i e F-F LAIa2443i410, LAI.1142443410 Ex'hPom Aplidaleli* Pe Order .*ilanceing Time Itz ftne Appilad" Fw Order Sbonestal Timme
§§IOletseq (the -Bankruptcy Code"), and Bankruptcy Rules 3017 and 3019, Fed. R. Bankr. P. It Is the intention ofthe Commission and the Committee that the resolicitation of 1
2 votes on the Amended Plan not disturb this Court's previously established confirmation schedule 2 1001 et seq (the "Bankruptcy Rules") (I) providing Movants with thirty (30) days to resolicit 3 in this Case. In order to allow adequate time to complete the actions set forth In the Motion; 3 votes and preferences for Movants' First Amended Plan of Reorganization for the Debtor (the 4 including resolicltation, counting votes and preferences and certification of the vote without 4 "Amended Plan"). (2) approving Movants' supplemental disclosure describing the modifications 5 disturbing that schedule, it is necessary for the Court to hear the Motion on shortened time.!
5 to the Amended Plan, a copy of which is attached to the Motion as Exhibit A. (3) approving the 6 Moreover, the bommission and the Committee submit that full notice is unnecessary. as the 6 form of ballot to be used to resolicit votes and preferences, a copy of which is attached to the 7 modifications incorporated in the Amended Plan, although significant. are few in number, and 7 Motion as Exhibit B, and (4) authorizing the Committee to include in the solicitation package 8 the only party likely to object to the Motion is PG&E. Moreover, creditors and interest holders 8 Movants propose to send to creditors and interest holders the Committee's revised report and 9 already have the Commission's 100-page disclosure statement describing its original plan. The 9 recommendation urging creditors to vote for and prefer the Amended Plan, acopy of which is 10 supplemental disclosure is minimal and does not require the usual 25 days notice for a disclosure "10 attached to the Motion as Exhibit C.
I1 statement hearing under Bankruptcy Rule 2002(b)
II Since the Court's July 9,2002 order terminating PG&E's exclusive right to file a 12 There have been no previous time modifications related to the Motion. On 12 plan of reorganization with respect to the Committee, the Committee and the Commission have 13 August 28, 2002, counsel for the Committee spoke with Stephen Johnson of the Office of the 13 engaged in extensive discussions to improve the Commission's original plan to make it mutually 14 United States Trustee, and notified him that the Commission and the Committee would be filing 14 acceptable to each without disrupting the confirmation process already in place. The Is the Motion and making a request to have the Motion heard on shortened time. Mr. Johnson 15 modifications to the Commission's previous plan of reorganization agreed to by Movants, which 16 stated that he had no objection to either the Motion or a hearing on shortened time. Also on 16 are summarized in the Motion, are the product of those discussions and form the basis for the 17 August 28,2002, counsel for the Committee contacted James Lopes, counsel for PGOE, via e 17 Amended Plan. The modifications are significant in that they address the Committee's concerns 18 mail, notifying him that the Committee and the Commission would be filing the Motion. and 18 regarding the feasibility of the Commission's original plan and moot many of the confirmation 19 would seek to have the Motion heard on shortened time. Counsel for the Committe asked Mr.
19 objections to the Commission's original plan. including certain objections raised b' PG&E 20 Lopes to consent to shortened notice to permit the Court to hold s hftWf1nW Vn the Motion on' 20 Movants submit that resolicitation of acceptances and preferences for the Amended 21 September 12,2002. As of the end of the day on August 29, 2002, cousel for-the Committee 21 Plan is warranted In connection with such resolicitation, Movants also request this Court's 22 had not received cosment to hear the Motion on shortened time from Mr. Lopes?
22 approval of their supplemental disclosure and'form of ballot, and Court authority to include the 23 111.
SUMMARY
OF RELIEF SOUGHT IN THE MOTION 23 Committee's revised report and recommendation urging creditors to vote for and prefer the 24 As set forth more fully In the Motion, pursuant to Bankrupicy Rule 3019 and 24 Amended Plan among the materials to be distnbuted to creditors and interest holders.
AN ORDER SHOR TENING TIME 25 25 H. GOOD CAUSE EXISTS FOR ENTERIN 2 Declaraion orPaui s. Arono in Support ofx Page Application, filed 26 26 Rule 9006-.1 of the Bankruptcy Local Rules for the Northern District or Calornia 27 concurrently herewith ("Aronzon Dec."), 12.
27 authorizes aparty to seek an order shortening time for good cause. Here, good cause exists for SSee Aronzon Dec, 13.
2b 28 shortening the time for a hearing on the Motion IAI 152443441, -4.
".3. ., Pane Applii*- S OFde 5&wStsMITh.m Es Pare Applicatle PeS Order Shortnlsng T1w
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special notice list.
applicable case law, it is necessary toresolicit parties who have previously voted on a plan of 2 As discussed above. Movants believe that the only party likely to object to the 2 reorganization if the plan is materially modified and the changes are likely to cause such voters 3 Motion is the Debtor. Moreover, limited service of notice is appropriate in light ofthe expedited 3 to reconsider their votes. In the instant case, Movants should be permitted to resolicit votes of 4 schedule necessary for the Motion. as discussed herein, and the excessive cost associated with 4 creditors and interest holders who previously voted against the Commission's original plan or 5 service of the Motion upon parties who are not directly or tcaterially affected by the Motion.
S voted to prefer the PG&E Plan, in particular with respect to Cliases 3 and 6 whose treatment 6 Given the nature of the reliefrequested irmthis Application and the Motion, 6 under the Amended Plan has been materially altered.
7 Movants submit that notice as provided is adequate. Therefore. Movants request that the Court 7 In addition, resolhcitation is separately required with respect to all classes in view of 8 issue an order pursuant to Bankruptcy Rule 2002 authorizing limited notice of the Motion and 8 Movants' material proposed plan modifications, which include the following: the Committee has 9 supporting documents on the Debtor. PG&E Corporation, the Office of the United States 9 become a co-proponent of the Amended Plan; the Amended Plan attaches and incorporates a 10 Trustee, and those parties who have filed objections to the Plan of Reorganization filed by the Reorganization Agreement that includes a clear rate path that should enhance the Debtor's ability 10 11 California Public Utilities Commission with respect to PG&E, dated May 17,2002.
to market the securities to be issued under the Amended Plan and to obtain an investment grade 12 If the Court grants this Applhtation, Movants will serve notice of the hearing on the 12 credit rating. and the Amended Plan substitutes the issuance of preferred for common stock. It is 13 Motion on the aforementioned parties so that it is received within 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> of the Court's notice 13 without doubt that these enhancernets are likely to cause dissenting creditors and interest 14 to Movants.
14 holders to reconsidertheir"no" votes and preferecýes for the PG&E Plan.
15 III -
15 In connection with Movants proposed resolicitation, the Motion also seeks (i) 16 III S* e t 16 approval of Movants' supplemental disclosure as containing 'adequate information:" pursuant to 17 I,,
17 tection I I25(b) of the Baiuptcy Code. (it) approval of Movants' proposed form of ballot, and 18 III 18 (tii) authbrizatlin to Include the Committeesa revised report and recommendation in the 19 'II 19 solicitation package to be scet to creditors and interest holders. -'4 "20 'II 20 IV. GOOD CAUSE EXISTS FOR AN ORDER AUTHORIZING LIMITING SERVICE 21 III 21 OF THE MOTION 22 III 22 Pursuant to Bankruptcy Rule 2002, Movants request that the Court issue an order 23 III 23 authorizing limited notice of the Motion and supporting documents to: (I) the Debtor. (2) PG&E 24 24 Corporation; (3) the Office ofthe United States Tmstee; and (4) those parties who have filed III 25 25 objectiona to the Plan of Reorganization filed by the California Public Utilities Commission with III 26 26 respect to PG&E. dated May 17. 2002. Service ofthis Application, the Aronton Declaration and 'II 27 27 the Motion has already been made by facsimile, e-mail and overnight mail for each of these III 28 28 parties. This Application and the Aronzon Declaration have also been served by mail on the IAiJ624434i.5 LAIJiZ44341,) -6.
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Milbank Twa mod LA 8/30102 1:03 PAOE 3/3 RtghtFAX 1 V. CONCLUSION V. CONCLUSION 2 For all of the foregoing reasons, the Court should enter an order shortening time 2 For all ofthe foregoing reasons, the Court should ewer an order '3 for hearing on and authorizing limited notice of the Motion, setting a hearing on the Motion for for hearing on and authorizing limited notice of die Motton, setting a hearing on thsleutug due 4 Thursday, September 12.2002 at 1:30 p.m. (Pacific) or as soon thereafter as is convenient for the 4 Thrs1daY. September 12,2002 at 1:30ppm. (pacific) or assoon thereafters. t.is" CMotion for venien for the 5 Court 5 Coult 6
6 7 DATED August__, 2002 7 DATED: August! 2002 8 GARY M. COHEN GARY M. COHEN AROCLES AGUILAR 9 AROCLES AOIJUAR 9 MICIAEL M. EDSON MICHAEL M. EDSON CALIFORNIA PUBLIC UTILITIES COMMISSION 20 10 "1 12 BCALIFORNIA PUBLIC UTIIm'JE C)MMI By-- _ _ _!x.__.
IS!SION 11 12
-and 13 13 14 ALAN W. KORNBERO BRIAN S. HERMANN 14 ALAN BRIANW. KORNBERO S. HERMANN is PAUL, WEISS, RIFKIND, WHARTON & GARRISON PAUL, WEISS. RIFKIND. WHARTON & Oi 15 16 hRRISON Attorneys for the California Public Utilities Commission Attomeys for the California Public Utilities Ce 16 511 17 17 i8 PAUL S.ARONZON ROBERT JAY MOORE PAUL S. ARONZON 18 ROBERT JAY MOORE 19 MILBANK. TWEED. HADLEY & MeCLOY I MILBANK. TWEED, HADLEY & McCLOY LLP LL 19 20 20 21 B 22 21 Atorneys for the Offica Commnitte ofUneeu Attorneys for the Official Committee of Unsecured Creditors re4 22 23 24 23 25 24 26 25 27 26 28 27 LA4tI42"4Ni 2 28
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1 I I, Paul S. Aronzon, declare:
GARY M. COHEN. SBN 117215 2
AROCLES AGUILAR. SBN 94753 12 I. I am a partner at Milbank. Tweed., Hadley & McCloy LLP ("Milbank'),
MICHAEL M EDSON, SBN 177158 CALIFORNIA PUBLIC UTILITIES COMMISSION 3 counsel to the Official Committee of Unsecured Creditors ("Committee") in the Pacific Gas and 3 505 Van Ness Avenue San Francisco, Califomia 94102 4 Electric Company ("PG&E" or "Debtor") chapter I I bankruptcy case (the "Case"). I am one of 4 Telephone: (415) 703-2015 Facsinule: (415)703-2262', 5 the partners at Milbank primarily responsible for the representation of the Committee in the 5
ALAN W. KORNBRRG 6 Case. I have personal knowledge of the facts set forth below, and ifcalled upon, I could and 6 BRIAN S. HERMANN PAUL, WEISS. RIFKIND. WHARTON & GARRISON 7 would testify competently with regard thereto. I make this declaration in support ofthe EX arMe 7 1285 Avenue of the Americas New York, New York 10019-6064 8 Application for Order Shortening Time on the Joint Motion (the "Motion") of the California 8 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 9 Public Utilities Commission (the "Commission") and the Official Committee of Unsecured 9
Attorneys for California Public Utilities Comminslo q 10 Creditors Regarding Resolicitation of Votes and Preferences for Movants' Amended Plan of 10 1I PAUL S. ARONZON, SBN 88781 11 Reorganization, which is filed concurrently herewith.
ROBERT JAY MOORE, SBN 77498 MILBANK. TWEED, HADLEY & McCLOY LLP 12 2. In order to allow adequate time to complete the actions set forth in the 12 601 South Figueroa Street. 30 Floor Los Angeles, California 90017 " 13 Motion. including resolicitatton. counting votes and preferences and certification of the vote 13 Telephone: (213) 8924000 Facsimile: (213) 629-5063 . -'.
without disturbing the confirmation schedule, it is necessary for the Court to hear the Motion on 14 14 Attorneys for Official Committee of Unsecured Creditors shortened time.
15 15 UNITED STATES BANKRUPTCY COURT 16 3. There have been no previous time modifications related to the Motion. On 16 NORTHERN DISTRICT OF CALIFORNIA
" - "SAN FRANCISCO DIVISION August 28, 2002,1 spoke with Stephen Johnson of the Office of the United States Trustee, and 17 17 Inre Caue No. 01-30923 DM 18 notified him that the Commission and the Committee would be filing the Motion and making a 18 PACIFIC GAS AND ELECTRIC COMPANY. Chapter II Case 19 request to have the Motion heard on shortened time. Mr. Johnson stated that he had no objection 19 a California corporation.
20 20 to either the Motion or a hearing on shortened time. Also on August 28.2002. 1 contacted James Debtor. Date: [Tobeset "
21 Time: (To be set 21 Lopes, counsel for PG&E. via e-mail, notifying him that the Committce and the Commission Federal I D. No. 94-0742640 Place: 235 Pine Street, 2T' Fioor,
__.... .... I San Francisco, California ý" 22 would be filing the Motion. and would seek to have the Motion heard on shortened time. I asked 22 DECLARATION OF PAUL S. ARONZON IN SUPPORT OF EX PAR 23 him to consent to shortened notice to permit the Court to hold a hearing on the Motion on
-23 APPLICATION FOR ORDER SHORTENING TIME ON JOINT MOTIONOF 24 THE CALIFORNIA PUBLIC UTILITIES COMMISSION AND THE OFFICIAL 24 September 12, 2002. As of the end ofthe day on August 29, 2002,1 not received consent to hear COMMITTEE OF UNSECURED CREDITORS REGARDING RESOLICITATION OF VOTES AND PREFERENCES FOR MOVANTS' 25 the Motionfrom Mr. Lopes.
25 AMENDED PLAN OF REORGANIZATION 26 'I!
26
[Ex Eark Application, Notice of Motion. Motion and Memorandum ofPoints and I,'
27 Authorities filed concurrently herewith) 27 28 28 LAIJA244497,I .AI A24"97, DMdritto at PaudS. Ar.z,. ti, Soppsi of Is Pris Applnilt Fa Order Shaantalg lUme Ex Pant Appikdtio. For Order Sanelelug Time DECLARATION
,'+_ +, . j, 13101 293-4990 P.!I Pug 29 02 M2:7p fronzon GARY M. COHEN. SBN 117215 AROCLES AGUILAR. SBN 94753 MICHAEL M. EDSON, SBN 177858 dt CALIFORNIA PUBLIC UTILITIES COMMISSION Smaes of Atmwer 1 I declre tuder penaly ofperjury under the laws of dth Uited 505 Van Nes Avenue San Francisco. California 94102 2 the firegoh* is tin m6Acorrect Telephone: (415) 703-2015 Facsimile: (415) 703-2262 3
Executcd*&ilt~ o 2002.*_ , L........' aiw 4 ALAN W. KORNBERG BRIAN S. HERMANN 5 PAUL. WEISS. RIFIUND. WHARTON & GARRISON 1285 Avenue of the Americas 6 New York. New York 10019-6064 7 Telephone (212) 373-3000 Facsimile: (212) 757-3990 8
9 Attorneys for California Public Utilities Commission 10 PAUL S ARONZON, SBN 88731 ROBERT JAY MOORE. SBN 77498 II MILBANK, TWEED, HAD..Y & McCLOY LLP 601 South Figueroa Street. 30 Floor 12 Los Angeles, California 90017 13 Telephone: (213) 892-4000 Facsimile: (213) 629.5063 14 Attorneys for Official Committee of Unsecured Creditors 15 UNITED STATES BANKRUPTCY COURT 16 NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION 17 IS In re ICaseNo 0l.30923DM 19 PACIFIC GAS AND ELECTRIC COMPANY.' Chapter I I Case 20 a California corporation.
21 Debtor. Date: [To be set Tame: [Tobe setj 22 Place: 235 Pine Street, 22 Floor.
Federal ID. No. 94.0742640 23 +/- OUU rIZSASAS. t..fflIUIUU 24 [PROPOSED] ORDER GRANTING EX ARM APPLICATION FOR ORDER SHORTENING TIME ON THE JOINT MOTION OF THE CALIFORNIA 25 PUBLIC UTILITIES COMMISSION AND THE OFFICIAL COMMITTEE OF 26 UNSECURED CREDITORS REGARDING RESOLICITATION OF VOTES AND PREFERENCES FOR MOVANTS' AMENDED PLAN OF REORGANIZATION 27 28 LAI*&U&i75 A1.
28 LAI 6624"W942 El hrt* Al~PflRl0l Fo Order Si EhlIB TIM EXHIBIT A
I Based upon the EX e= Application (the "Application") for Order Shortening 2 Time on the Joint Motion of the California Public Utilities Commission and the Official 3 Committee of Unsecured Creditors Regarding Resolicitation of Votes and Preferences for 4 Movants' Amended Plan of Reorganization and the Declaration ofPaul S. Aronzon filed 5 concurrently therewith, and the Court having considered the evidence presented in connection 6 therewith, it appearing that there are sufficient grounds to hear the Motion for an Order (1) 7 Authorizing the Resolicitation of Votes aqd Preferences for Movants' Amended Plan of 8 Reorganization for the Debtor, (2) Approving Movanta' Supplemental Disclosure in Connection 9 Therewith, (3) Approving Movants' Proposed Form of Ballot, and (4) Authorizing Inclusion of 10 the Official Committee of Unsecured Creditors' Revised Report and Recommendation in the 11 Solicitation Package on shortened and limited notice, and good cause appearing therefor.
12 IT IS HEREBY ORDERED that the Application is granted, 13 IT IS FURTHER ORDERED that the Motion for an Order (I) Authorizing the 14 Resolicitation of Votes and Preferences for Movants' Amended Plan of Reorganization for the 15 Debtor, (2) Approving Movants' Supplemental Disclosure in Connection Therewith, (3) 16 Approving Movants' Proposed Form of Ballot. and (4) Authorizing Inclusion of the Official 17 Committee of Unsecured Creditors' Revised Report and Recommendation in the Solicitation 18 Package will be heard on September 12, 2002, at 1:30 p m. (Pacific), with objections due on 19 Septenmber 10. 2002 at 4.00p.m. (Pacific).
20 IT IS FURTHER ORDERED that the limited notice of the Application and Motion 21 a described in the Application is appropriate under the circumstances, and therefore Movants' 22 request for liinited notice is granted. Movants are required to serve notice ofthis Order on the 23 parties identified in the Application within 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> after receiving notice of this Order.
24 25 Date:
26 UNITED STATES BANKRUPTCY JUDGE 27 23 LAU02499M2
-2 tPreposedIOrder o Ei Pont Appaund FarOrder Shartealag Time