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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) 

Worldwide Plaza 

825 Eighth Avenue 

New York, NY 10019 

Tel: 212 474 1000 

Fax: 212 474 3700 

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, 

 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). 

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

SUPPLEMENTAL DECLARATION OF ADEL 

TURKI IN SUPPORT OF DEBTORS’ 

APPLICATION PURSUANT TO 11 U.S.C. § 

327(a) AND FED. R. BANKR. P. 2014(a) AND 

2016 FOR AUTHORITY TO RETAIN AND 

EMPLOY COMPASS LEXECON, LLC AS 

ECONOMIC CONSULTANTS TO THE 

DEBTORS NUNC PRO TUNC TO PETITION 

DATE 

Re: Dkt. No. 1756 

Date: May 9, 2019 

Time: 9:30 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: May 6, 2019 

4:00 p.m. (Pacific Time)

Case: 19-30088 Doc# 1844 Filed: 05/03/19 Entered: 05/03/19 17:36:36 Page 1 of

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I, Dr. Adel Turki, being duly sworn, state the following under penalty of perjury: 

I am a Senior Managing Director of Compass Lexecon, LLC (“Compass”), a leading 

economic consulting firm. I am duly authorized to make this supplemental declaration (the 

“Supplemental Declaration”) on behalf of Compass and submit it in support of the Supplement 

to Debtors’ Application Pursuant to 11 U.S.C. § 327(a) and Fed. R. Bankr. P. 2014(a) and 2016 

for Authority to Retain and Employ Compass Lexecon, LLC as Economic Consultants to the 

Debtors Nunc Pro Tunc to Petition Date (the “Supplement”), which was filed by 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”) to perform those engagements summarized in the Supplement.1 

Unless otherwise stated in this Declaration, I have personal knowledge of the facts set forth herein. 

In addition to the engagement of Compass by Debtors described in the April 29, 2019 

Application filed by the Debtors (the “Application”), Compass was engaged by the Debtors to 

provide consulting services related to the proceeding initiated by the California Public Utilities 

Commission (the “CPUC”) to implement the requirement of Senate Bill 901 concerning utility 

requests for wildfire cost recovery (the “CPUC Consulting Services”). Compass was retained by 

the Debtors as an economic consultant for the purpose of performing the CPUC Consulting 

Services at the direction of the Debtors’ Law Department on January 29, 2019, and this retention 

was memorialized by Compass and the Debtors in the February 21, 2019 Letter (the 

“Supplemental Engagement Letter”).2 The CPUC Consulting Services include the evaluation 

of methodologies for determining the appropriate level of wildfire costs that a utility should be 

 

1

 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them 

in the Supplemented Application. 

2

 Compass was originally retained by Munger, Tulles & Olson LLP in November 2018 to perform 

the CPUC Consulting Services. This retention was superseded, as of the Petition Date, by the 

Debtors’ direct retention of Compass for the CPUC Consulting Services. 

Case: 19-30088 Doc# 1844 Filed: 05/03/19 Entered: 05/03/19 17:36:36 Page 2 of

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required to pay pursuant to Public Utilities Code Section 451.2.3 

As more fully set forth in the Application, by virtue of being a leading economic consulting 

firm with considerable experience providing economic and financial analysis services, and having 

expertise evaluating and assessing damages and losses in mass torts, Compass is well-qualified to 

provide the CPUC Consulting Services. Compass also submits that continued employment and 

retention of Compass as economic consultants to the Debtors for the purpose of completing the 

specific services set forth in the Supplemental Engagement Letter is in the best interests of the 

Debtors, their creditors and all parties in interest. 

Compass intends that the CPUC Consulting Services will complement or be entirely 

separate from, and not duplicate, the services being rendered by other professionals retained by or 

on behalf of Debtors in the Chapter 11 Cases. 

Compass’ decision to serve as economic consultants to the PG&E Law Department and to 

advise and assist the Debtors in connection with these Chapter 11 Cases is subject to its ability to 

be retained in accordance with the terms set forth in the Supplemental Engagement Letter. 

Compass’ disinterestedness in the matter is not in any way affected by nature of Compass’ 

provision of the CPUC Consulting Services. Compass continues not to have “an interest materially 

adverse to the interest of the state or of any class of creditors” and, to the best of my knowledge, 

it is a “disinterested person” as that term is defined in section 101(14) of the Bankruptcy Code, as 

modified by section 1107(b) of the Bankruptcy Code. 

Compass seeks to be compensated as contemplated in the Supplemental Engagement Letter 

on an hourly basis, subject to the provisions of the title 11 of the United States Code (the 

“Bankruptcy Code”) and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), the Bankruptcy Local Rules for the United States District Court for 

the Northern District of California (the “Bankruptcy Local Rules”), the United States Bankruptcy 

 

3

 Public Utilities Code Section 451.2(b) requires the Commission to “determine the maximum 

amount [an electrical] corporation can pay without harming ratepayers or materially impacting its 

ability to provide adequate and safe services.” 

Case: 19-30088 Doc# 1844 Filed: 05/03/19 Entered: 05/03/19 17:36:36 Page 3 of

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Court Northern District of California Guidelines for Compensation and Expense Reimbursement 

of Professionals and Trustees, effective February 19, 2014 (the “Local Guidelines”), the U.S. 

Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses 

Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 

2013 (the “U.S. Trustee Guidelines,” and together with the Local Guidelines, the “Fee 

Guidelines”), the Order Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for 

Authority to Establish Procedures for Interim Compensation and Reimbursement of Expenses of 

Professionals [Docket No. 701], and any further Orders of the Court in the Chapter 11 Cases 

regarding professional compensation and reimbursement of expenses (the “Orders”). The hourly 

rates set forth below are Compass’ current applicable hourly rates for the work of its professionals 

and staff members for the engagements set forth in the Supplemental Engagement Letter. These 

hourly rates reflect Compass’ normal and customary billing practices for engagements of this 

complexity and magnitude. Compass’ hourly rates are subject to periodic adjustment from time 

to time in accordance with Compass’ established billing practices and procedures. Compass will 

provide reasonable notice of any changes to its hourly rates to the Debtors and the U.S. Trustee. 

Compass Professional Hourly Fee 

Consultant $885-1,125 

Senior Professionals $700-975 

Professional Staff $580-685 

Research Staff $220-605 

Compass has agreed to a budget of $500,000 for calendar year 2019 for its CPUC 

Consulting Services. This amount represents the maximum, not the minimum, of the amounts that 

Compass shall charge Debtors in connection with the CPUC Consulting Services in 2019. 

Compass agrees that any amounts that exceed this budgeted amount will require specific advance 

approval by Debtors and corresponding approval by this Court. 

Case: 19-30088 Doc# 1844 Filed: 05/03/19 Entered: 05/03/19 17:36:36 Page 4 of

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All statements in the Declaration of Adel Turki in Support of the Application remain true 

and accurate and, in the absence of a contrary statement herein, also apply with respect to 

Compass’ engagement for the provision of the CPUC Consulting services. 

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

and correct to the best of my knowledge and belief. 

Dated: May 3 , 2019 

By:

Adel Turki

Senior Managing Director

Compass Lexecon, LLC

Case: 19-30088 Doc# 1844 Filed: 05/03/19 Entered: 05/03/19 17:36:36 Page 5 of

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