ML022960232
| ML022960232 | |
| Person / Time | |
|---|---|
| Site: | Diablo Canyon  |
| Issue date: | 10/09/2002 |
| From: | Donnelly M Howard, Rice, Nemerovski, Canady, Falk & Rabkin, Pacific Gas & Electric Co |
| To: | Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California |
| References | |
| 01-30923 DM, 94-0742640 | |
| Download: ML022960232 (4) | |
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& ABKIN 15 16 17 18 In re PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, Debtor.
Federal I.D. No. 94-0742640, Case No. 01-30923 DM Chapter 11 Case Date:
Time:
Place:
Judge:
October 29, 2002 1:30 p.m.
235 Pine Street, 22nd Floor San Francisco, California Hon. Dennis Montali DECLARATION OF MICHAEL J. DONNELLY IN SUPPORT OF MOTION FOR AUTHORITY TO PAY FILING FEES AND PRINTER'S COSTS IN CONNECTION WITH THE FILING OF REGISTRATION STATEMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION (0ij" DONNELLY DECL. ISO MOTION FOR AUTHORITY TO PAY FILING FEES AND PRINTER'S COSTS JAMES L. LOPES (No. 63678)
JANET A. NEXON (No. 104747)
JULIE B. LANDAU (No. 162038)
HOWARD, RICE, NEMEROVSKI, CANADY, FALK & RABKIN A Professional Corporation Three Embarcadero Center, 7th Floor San Francisco, California 94111-4065 Telephone: 415/434-1600 Facsimile:
415/217-5910 Attorneys for Debtor and Debtor in Possession PACIFIC GAS AND ELECTRIC COMPANY UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION 19 20 21 22 23 24 25 26 27 28
/ I("ISIC Ai fit 4001
I I, Michael J. Donnelly, declare as follows:
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I am the Assistant Treasurer of Pacific Gas and Electric Company ("PG&E"), a 3
position that I have held since September of 2000. Except as otherwise indicated, I make 4
this declaration based upon my personal knowledge concerning the matters stated herein. If 5
called as a witness, I could and would testify competently to the facts stated herein.
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I make this declaration in support of PG&E's Motion for Authority to Pay Filing 7
Fees and Printer's Costs in connection with the Filing of Registration Statements with the 8
Securities and Exchange Commission (the "Motion").
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PG&E, together with its parent corporation, PG&E Corporation, has proposed a 10 Plan of Reorganization (as amended from time to time, the "Plan"), which has recently been 11 voted on by creditors, along with the competing plan of reorganization proposed by the 12 California Public Utilities Commission. The confirmation hearing has been scheduled to Hwom 13 commence on November 18, 2002.
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The Plan provides for the creation of three new companies, ETrans LLC, GTrans r KAtBMI 15 LLC and Electric Generation LLC (collectively, the "New Entities"), whereby PG&E will 16 separate according to its four historical lines of business and functions. Thus, the 17 Reorganized Debtor (referred to herein as "PG&E") will continue to operate the retail gas 18 and electric distribution business, ETrans LLC ("ETrans") will operate the electric 19 transmission business, GTrans LLC ("GTrans") will operate the gas transmission business, 20 and Electric Generation LLC ("Gen") will operate the electric generation business.
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A significant component of the Plan involves the issuance of various types of 22 debt securities by the New Entities as part of the distributions to be made to holders of 23 Allowed Claims (as defined in the Plan) and by PG&E and the New Entities as a means of 24 raising the cash to pay Allowed Claims and otherwise implement the Plan.
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As set forth in PG&E's Motion for Authority to Pay Fees of Designated 26 Underwriter's Counsel, filed on October 1, 2002, PG&E will utilize underwriters and 27 designated underwriter's counsel in connection with the securities offerings. Specifically, 28 PG&E has requested authority to pay underwriter's counsel to assist with, among other DONNELLY DECL. ISO MOTION FOR AUTHORITY TO PAY FILING FEES AND PRINTER'S COSTS 1
items, the preparation of the registration statements and related prospectuses to be filed with 2
the SEC by PG&E and each of the New Entities for the offerings of New Money Notes (as 3
defined in the Plan) to the public and the potential resale of Long-Term Notes (as defined in 4
the Plan) by holders of Allowed Claims to the public.
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As conditions precedent to the effectiveness of the Plan, (i) the registration 6
statements for the New Money Notes and the Long-Term Notes must be declared effective 7
by the SEC, and (ii) PG&E must have consummated the sale of its New Money Notes and 8
the New Money Notes of each of the New Entities shall have been priced and their trade 9
dates shall have occurred. Once the registration statements are filed, there may be a lengthy 10 SEC review process for the securities offerings before the registration statements are 11 declared effective. Therefore, in order to meet the foregoing conditions precedent to the 12 effectiveness of the Plan, PG&E intends to file the registration statements as soon as HoWARD 13 possible.
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Currently, the legal work and due diligence process is underway in connection r KABMI "15 with the preparation of the registration statements and PG&E anticipates that the registration 16 statements may be ready for filing by November 1, 2002.
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At the time the registration statements are filed, PG&E will be required to pay 18 filing fees to the SEC. PG&E estimates that the total filing fees will be approximately 19
$500,000, based on a total principal amount of $5.36 billion in debt to be offered (the current 20 SEC filing fee is $92 for each $1 million of debt offered). In addition, a professional printer 21 will be needed to prepare and file the registration statements with the SEC in the electronic 22 filing format required by SEC Regulation S-T. The printer's costs for these services are are 23 a function of the size of the filings, the number of amendments required by the SEC staff and 24 the number of individual revisions made in preparing the filings and amendments; as a 25 result, these fees are difficult to estimate in advance. However, PG&E anticipates that the 26 printer's costs for these services will not exceed $800,000 prior to confirmation of the Plan.
27 After confirmation, additional amendments will be required and preliminary and final 28 prospectuses must be printed to conduct the offerings.
DONNELLY DECL. ISO MOTION FOR AUTHORITY TO PAY FILING FEES AND PRINTER'S COSTS 1
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Sound business justifications support PG&E's request to pay the SEC filing fees and printer's costs described above. These costs must be incurred in order to file the registration statements with the SEC and to proceed with the process of obtaining SEC clearance for the debt securities offerings that are necessary to implement the Plan. PG&E believes that the registration statements must be filed promptly in order to ensure that PG&E can timely meet the conditions precedent to the effectiveness of the Plan. Finally, PG&E is solvent and has sufficient cash to pay these expenses without causing any detriment to its creditors. As reflected in PG&E's August 2002 Monthly Operating Report, PG&E held more than $4.1 billion in cash reserves as of August 31, 2002.
I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 9th day of October, 2002, at San Francisco, California.
WD 100902/1-1419905/12011027632/v2 DONNELLY DECL. ISO MOTION FOR AUTHORITY TO PAY FILING FEES AND PRINTER'S COSTS C kkis
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