Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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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 

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) 

DECLARATION OF JOHN BOKEN IN SUPPORT 

OF MOTION OF DEBTORS FOR ENTRY OF 

ORDER PURSUANT TO 11 U.S.C. § 365(d)(4) AND 

B.L.R. 6006-1 EXTENDING TIME TO ASSUME OR 

REJECT UNEXPIRED LEASES OF 

NONRESIDENTIAL REAL PROPERTY 

Date: May 22, 2019 

Time: 9:30am, Pacific Time 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: May 15, 2019 

 4:00 p.m. (Pacific Time)

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). 

Case: 19-30088 Doc# 1806 Filed: 05/01/19 Entered: 05/01/19 20:20:48 Page 1 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

I, John Boken, pursuant to section 1746 of title 28 of the United States Code, hereby declare 

under penalty of perjury that the following is true and correct to the best of my knowledge, 

information, and belief: 

1. I am a Managing Director in the Turnaround and Restructuring Services practice of 

AlixPartners, LLP, an affiliate of both AlixPartners, LLC and AP Services, LLC, (“APS”), which 

provides interim management services to PG&E Corporation and Pacific Gas and Electric 

Company, as debtors and debtors-in-possession (collectively, the “Debtors”) in the abovecaptioned Chapter 11 Cases (the “Chapter 11 Cases”). I currently serve as the Deputy Chief 

Restructuring Officer for the Debtors as authorized by this Court by Order dated April 9, 2019 

[Docket No. 1299].1 

2. Except as otherwise indicated herein, the facts set forth in this Declaration are based 

upon my personal knowledge, my review of relevant documents, and information provided to me 

by the Debtors’ employees or the Debtors’ legal, restructuring, and financial advisors. If called 

upon to testify, I would testify competently to the facts set forth in this Declaration. I am authorized 

to submit this Declaration on behalf of the Debtors. 

3. This Declaration is submitted in further support of the Motion of Debtors for Entry 

of Order Pursuant to 11 U.S.C. § 365(d)(4) and B.L.R. 6006-1 Extending Time to Assume or Reject 

Unexpired Leases of Nonresidential Real Property (the “Motion”)2 filed contemporaneously 

herewith. 

 

1 My education, background, and professional experience is described in the Declaration of John Boken in Further 

Support of First Day Motions and Related Relief [Docket No. 653] at 2–3. 

2 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such terms in the Motion.

Case: 19-30088 Doc# 1806 Filed: 05/01/19 Entered: 05/01/19 20:20:48 Page 2 of

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The Debtors’ Unexpired Leases 

4. The Debtors are currently undertaking a comprehensive review of their Unexpired 

Leases to determine which ones to assume and which to reject. The Debtors are party to over 100 

Unexpired Leases for, among other things, offices, warehouses, parking and storage yards, aircraft 

hangars and data centers. Annually, the rental obligation associated with the portfolio of these 

leased properties is approximately $45 million, and the square footage of properties ranges from 

200 square feet to approximately 250,000 square feet. 

5. On March 14, 2019, the Debtors filed their Schedules. On their Schedules, the 

Debtors identified the Unexpired Leases to which one or both of the Debtors may be a party. 

Basis for Extension of Time to Assume or Reject Unexpired Leases 

6. The Debtors require additional time beyond the initial 120-day period provided 

under section 365(d)(4)(A) of the Bankruptcy Code, which expires on May 29, 2019, to make a 

reasoned determination regarding whether to assume or reject their remaining Unexpired Leases, 

and seek an extension of 90 days up to and including August 27, 2019 (the “Extension”). In light 

of the early stages of these large and complex Chapter 11 Cases, the Debtors have not had a 

sufficient opportunity to adequately assess the potential value of each of the Unexpired Leases in 

the context of their restructuring efforts. Such an evaluation will necessarily include an 

assessment of which of the Unexpired Leases will be required in the ongoing operation of the 

Debtors’ business and whether any Unexpired Lease could generate value by reason of an 

assignment or other disposition thereof. 

 The Debtors’ Chapter 11 Cases are Large and Complex 

7. The size and complexity of, and legal issues involved in, these unprecedented 

Chapter 11 Cases supports the grant of the Extension. These Chapter 11 Cases are among the 

largest chapter 11 filings in U.S. history. The Debtors employ approximately 24,000 employees 

and operate one of the largest electricity and natural gas utilities in the United States – servicing 

approximately 16 million customers throughout a 70,000-square-mile service area in northern and 

central California. The Debtors own and operate approximately 136 generating facilities, nine (9) 

natural gas compressor stations, over 120,000 circuit miles of electric transmission and 

Case: 19-30088 Doc# 1806 Filed: 05/01/19 Entered: 05/01/19 20:20:48 Page 3 of

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distribution lines, and nearly 50,000 miles of natural gas transmission and distribution pipelines. 

The size and complexity of the Debtors’ businesses, assets, regulatory framework, employee 

relationships, vendor relationships, and financing arrangements are self-evident. Moreover, in 

addition to managing and operating a vast business enterprise, the Debtors must address and resolve 

in the chapter 11 plan process, the potentially thousands of wildfire claims that have already been 

asserted and will be asserted against them over the next several months. 

8. During the initial stages of these Chapter 11 Cases, the Debtors’ resources have been 

devoted to successfully assuring a smooth transition into chapter 11 and minimizing the business 

disruptions normally attendant thereto, maintaining relationships with the Debtors’ business 

partners, and establishing a collaborative working relationship with the U.S. Trustee, the 

Committees, the California Public Utilities Commission, and the advisors to the Governor’s Office 

as well as with the Debtors’ other key economic stakeholders, including the ad hoc committee of 

senior unsecured noteholders, the ad hoc group of subrogation claimants, and the ad hoc committee 

of equity security holders. These efforts have been successful in preserving and enhancing value 

for all parties in interest. Indeed, as a result of these efforts, the Debtors have had no meaningful 

supply disruptions from their key energy suppliers and thereby have avoided any threat to their 

ability to provide ongoing services to their customers. 

The Debtors Have Not Had Sufficient Time to Formulate a Plan of Reorganization 

9. The Debtors have had insufficient time to formulate and negotiate a chapter 11 plan 

in the first 120 days of these Chapter 11 Cases. During the first few months of these Chapter 11 

Cases, the Debtors’ primary focus has been on stabilizing their business by securing Court approval 

of a $5.5 billion debtor-in-possession financing facility and obtaining certain relief with respect to 

their cash management system, employee compensation and benefit programs, customer and public 

purpose programs, insurance and surety bond programs, utility providers, taxes, certain safety and 

reliability suppliers, and lienholders, among others. In addition, the Debtors have (i) filed their 

Schedules and Statements of Financial Affairs, and participated in the section 341 meeting of 

creditors; (ii) filed and obtained approval of numerous additional motions and applications 

necessary to ensure the continuing, uninterrupted operation of the Debtors’ business, including 

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motions to hedge its exposure to commodity prices, establishing procedures governing certain real 

property interest transactions, and approving the Debtors’ 2019 short-term incentive plan for its 

non-insider employees; and (iii) engaged in extensive consultations with the U.S. Trustee, the 

Committees and other parties in interest on a wide variety of issues relating to these Chapter 11 

Cases. Further, PG&E Corp. recently announced the appointment of a new Chief Executive Officer 

and President as well as the appointment of 11 new directors to its Board of Directors. 

10. The Debtors are administering these Chapter 11 Cases as expeditiously as possible, 

but there are a number of issues that must be addressed before the chapter 11 plan negotiation and 

formulation process can take place in earnest. The fundamental issue which must be resolved is 

quantifying the aggregate amount of the Debtors’ liability for the Northern California wildfire 

claims, made even more challenging in view of the more recent Camp Fire and the inability to date 

to obtain reliable information on the scope, extent, and types of damages that may be asserted. 

Indeed, in view of these issues and the size and complexity of these Chapter 11 Cases, the time is 

not even ripe for the filing of a plan. 

The Debtors Must Evaluate a Large Number of Leases

11. The Debtors are party to over 100 Unexpired Leases, many of which are integral to 

the Debtors’ continuing operations. Because of the size of the Debtors’ operations and the 

complexity of these Chapter 11 Cases, the Debtors must evaluate Unexpired Leases involving 

numerous properties while also (i) attending to the myriad of other issues in connection with the 

administration of these cases, (ii) negotiating and developing a plan of reorganization that is fair 

and equitable, (iii) focusing on preserving and enhancing going concern value, and (iv) continuing 

to operate and provide safe and reliable gas and electric utility services to 16 million Californians. 

In light of the foregoing, the Debtors have not been able to devote the time and effort required to 

carefully evaluate the economics of the Unexpired Leases to determine whether the assumption or 

rejection of each of the Unexpired Leases would make sense in light of their overall restructuring 

and benefit their estates, their creditors, their shareholders, and other parties in interest. 

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Impact of Granting or Not Granting the Extension on the Debtors and their Lessors 

12. The deemed rejection of the Debtors’ Unexpired Leases could adversely impact the 

Debtors’ ongoing restructuring efforts and greatly disrupt their operations. Several of the 

Unexpired Leases, by way of example, are office buildings in which approximately 5,800 of the 

Debtors’ employees work. 45% of the Debtors’ customer service offices are leased. Other 

Unexpired Leases provide critical infrastructure, such as data centers which are essential for the 

Debtors’ information technology systems, and aircraft hangars which support the Debtors’ aerial 

inspection program, an integral part of the Debtors’ safety operations. 

13. Without such relief, the Debtors will be forced to decide, without being afforded 

time to adequately consider the value of each Unexpired Lease, whether to permanently forfeit their 

right to assume any Unexpired Leases, as a result of the “deemed rejected” provision of section 

365(d)(4), or be compelled to assume any Unexpired Leases by May 29, 2019 to avoid deemed 

rejections, with the resultant imposition of potentially substantial administrative expenses on their 

estates. 

14. The Debtors are committed to remaining current with respect to all undisputed 

postpetition obligations under the Unexpired Leases in compliance with section 365(d)(3) of the 

Bankruptcy Code. Thus, the requested extension does not adversely affect the Debtors’ lessors 

with respect to the Unexpired Leases, and forcing the Debtors to prematurely decide whether to 

assume or reject the leases may prejudice lessors if their Unexpired Leases are rejected. The 

Debtors will continue evaluating the Unexpired Leases on an ongoing basis as expeditiously as 

practicable and will file appropriate motions as soon as informed decisions can be made. Granting 

the extension therefore will not cause any damage to the Debtors’ lessors. 

15. In sum, I believe that the Extension is warranted considering the size and complexity 

of these Chapter 11 Cases, the time needed to formulate a reorganization plan, the number of 

Unexpired Leases, the Debtors’ ongoing payment of its postpetition obligations under the 

Unexpired Leases, the adverse effects of not granting the Extension for both the Debtors and their 

lessors, and the lack of damage to their lessors by granting the Extension. 

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Pursuant to 28 U.S.C. § 1746, I declare under the penalty of perjury, that the foregoing 

is true and correct to the best of my knowledge, information, and belief, and that this declaration was 

executed at Los Angeles, California on May 1, 2019. 

John Boken

[Signature Page to Declaration in Support of Lease Extension Motion] 

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