E. Martin Estrada
Munger, Tolles & Olson is a trusted counselor to energy companies throughout the U.S. Our experience includes representing:
- Pacific Gas & Electric in:
- obtaining approval from the California Public Utilities Commission (CPUC) of its Plan of Reorganization.
- obtaining approval from the CPUC of a $7.5 billion rate-neutral securitization transaction.
- advice regarding its first application for CPUC approval to securitize certain capital expenditures.
- a CPUC proceeding concerning whether PG&E’s organization and culture adequately prioritize safety.
- obtaining CPUC approval for sale of the headquarters building.
- Southern California Edison in:
- connection with various bankruptcies of energy and utility companies with which SCE has business relationships.
- two proceedings before the California Public Utilities Commission with respect to securitizations of certain capital expenditures.
- connection with its lead role in forming and administering the California Clean Fuel Reward (CCFR) Program.
Munger, Tolles & Olson has represented energy companies in the following major litigation matters:
- Plains All American Pipeline in numerous claims stemming from the 2015 release of oil in Santa Barbara County. There were over a dozen lawsuits in state and federal court. On the civil side, we are currently representing Plains in a certified class action lawsuit that is slated for trial. On the criminal side, we defended Plains in a four-month criminal trial in Santa Barbara state court on claims brought jointly by the state attorney general’s office and the Santa Barbara County district attorney’s office. Thirty counts were dismissed before trial, and we avoided conviction on the counts charging Plains with a “knowing” discharge of oil. After extensive post-trial proceedings, the Court largely rejected restitution claims.
- PG&E in a criminal investigation into the Kincade Fire. The largest fire of the 2019 fire season, the Kincade Fire burned approximately 77,000 acres in Sonoma County near Healdsburg and Santa Rosa, and destroyed more than 350 structures.
- Southern California Edison in:
- winning summary judgment against four bellwether plaintiff households in litigation alleging that an SCE substation emitted stray voltage, harming residents and properties.
- two securities cases: a Ninth Circuit affirmation of a dismissal of a class action under the Employee Retirement Income Security Act (ERISA) against fiduciaries of Edison’s employee stock ownership plan, and in obtaining dismissal of a securities class action alleging that the 2017 and 2018 wildfires and mudslides in Southern California revealed that the company and its executives had misrepresented its safety practices and the risks of potential wildfire liability.
- Tokyo Electric Power Company (TEPCO), the fourth largest electric utility in the world, in appellate litigation stemming from the Fukushima nuclear disaster.
Major energy companies turn to Munger, Tolles & Olson for advice and support on a range of matters, including securities transactions, financings, corporate disclosure and corporate governance matters. Recent representations include advising:
- Edison International, an NYSE-listed company on the issuance of 1.25 million shares of its 5.375% Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock.
- PG&E in a sale of its wireless carrier licensing business to SBA Communications for just under $1.0 billion. The agreement provided for the transfer of certain existing licenses, and an arrangement also allows SBA to continue to market and sublicense access to the towers and structures to additional wireless providers in exchange for a payment to PG&E of a portion of future revenue.
Following are detailed examples of how Munger, Tolles & Olson has guided clients through complex matters.
The “First Climate Change Bankruptcy”
Client: Pacific Gas & Electric
Munger Tolles represented PG&E in its regulatory, legislative, transactional and litigation issues arising out of its Chapter 11 proceeding. Led by partner Henry Weissmann, the firm assisted PG&E in devising a restructuring plan to emerge from bankruptcy and in obtaining approval from the California Public Utilities Commission and the Governor for that plan.
The San Francisco-based utility filed for Chapter 11 bankruptcy in January 2019 in the aftermath of devastating wildfires that resulted in over $30 billion in claims against the company.
To emerge from bankruptcy, PG&E had to obtain approval from the CPUC for its Plan of Reorganization. We represented PG&E in this high-profile and heavily litigated case. Simultaneously, we represented PG&E in negotiations with the California Governor, which led to his support for PG&E’s Plan. In May 2020, the CPUC issued a decision approving PG&E’s Plan, including both the financing of the Plan (which involved the largest capital raise in the history of the U.S. utility industry) and the provisions for improved safety and governance of the company. This paved the way for PG&E’s exit from Chapter 11 on July 1, 2020.
Press Coverage: PG&E’s Bankruptcy Plan Wins Support From Wildfire Victims