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

WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

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, 

 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 

MICHAEL H. TORKIN IN SUPPORT OF THE 

MOTION PURSUANT TO 11 U.S.C. 

§ 363 AUTHORIZING DEBTORS TO PAY THE 

FEES AND EXPENSES OF SIMPSON 

THACHER & BARTLETT LLP AS COUNSEL 

TO THE INDEPENDENT DIRECTORS OF 

PG&E CORP. (AS MODIFIED AS DESCRIBED 

HEREIN)1

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 2, 2019, at 4:00 p.m. 

(Pacific Time) 

 

1

 As described herein, Simpson Thacher & Bartlett LLP is seeking authorization pursuant to 11 

U.S.C. § 327(e) for the Board Representation (as defined below) and pursuant to 11 U.S.C. § 363 for 

the Independent Director Representation (as defined below). 

Case: 19-30088 Doc# 1802 Filed: 05/01/19 Entered: 05/01/19 18:38:58 Page 1 of

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

I, Michael H. Torkin, being duly sworn, declare the following under penalty of perjury: 

 I am a partner in the law firm of Simpson Thacher & Bartlett LLP (“Simpson Thacher” or 

the “Firm”), with an office at 425 Lexington Avenue, New York, New York 10017. I am a member 

in good standing of the Bar of the State of New York, and there are no disciplinary proceedings 

pending against me. 

 This Supplemental Declaration is made in support of the above-captioned debtors’ (the 

“Debtors”) Motion Pursuant to 11 U.S.C. §363 Authorizing Debtors to Pay the Fees and Expenses 

of Simpson Thacher & Bartlett LLP as Counsel to the Independent Directors of PG&E Corp. on the 

terms and conditions described in the Motion (as such terms and conditions are modified as described 

herein, the “Motion”)2. The Motion seeks authorization to pay the reasonable fees and expenses of 

Simpson Thacher as counsel to (i) the Board of Directors (the “Board”) of each of PG&E Corporation 

and Pacific Gas and Electric Company, as the Board may be constituted from time to time, and as 

counsel to the members of the Board from time to time in their capacities as members of the Board, 

under section 327(e) of the Bankruptcy Code (the “Board Representation”) and (ii) certain current 

and former independent directors in their individual capacities who serve or served as independent 

directors prior to and/or as of the Filing Date (each an “Independent Director” and collectively, the 

“Independent Directors”) (the “Independent Director Representation”) under section 363 of the 

Bankruptcy Code. This Declaration addresses the disclosures required by the 2013 U.S. Trustee 

Large Case Fee Guidelines and supplements the Torkin Declaration in light of the U.S. Trustee’s 

request that Simpson Thacher be retained as counsel to the Board under 11 U.S.C. § 327(e). Except 

as otherwise noted, I have personal knowledge of the matters set forth herein, and the statements 

made herein are based on the conflicts search conducted to date and described herein and are made 

to the best of my knowledge, information and belief. 

 The services to be performed in connection with the Board Representation include (i) matters 

related to corporate governance, and (ii) other related matters. 

 

2

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

the Motion. 

Case: 19-30088 Doc# 1802 Filed: 05/01/19 Entered: 05/01/19 18:38:58 Page 2 of

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

 The services to be performed in connection with the Independent Director 

Retention include (i) representation in ongoing litigation and regulatory inquiries, including matters 

involving the California Public Utilities Commission, (ii) fact-gathering, and (iii) related matters. 

 To the extent that any information disclosed herein requires amendment or modification upon 

Simpson Thacher’s receipt of additional information or as additional information on parties in interest 

becomes available, I or one of my partners will use reasonable efforts to file a supplemental 

declaration with the Court. 

Simpson Thacher has not agreed to any variations from, or alternatives to, its standard billing 

arrangements for the Board Representation or the Independent Director Representation. Simpson 

Thacher’s rate structure is appropriate and is the same as: (a) the rates that Simpson Thacher charges 

for other non-bankruptcy representations; and/or (b) the rates of other comparably skilled 

professionals. 

 Simpson Thacher’s professionals involved in these engagements do not vary their rates based 

on the geographic location of the Debtors’ Chapter 11 Cases. Simpson Thacher’s hourly rates in 

representing the Board and the Independent Directors are consistent with its rates for other 

comparable clients, regardless of the location of the Chapter 11 Cases. 

Simpson Thacher has been representing certain of the Independent Directors since December 

2017.3 The billing rates and material financial terms of the prepetition engagement are the same as 

those described in the Motion and will be subject to customary annual rate increases as of January 1. 

Simpson Thacher’s representation of the Board began in April 2019. The billing rates and material 

financial terms for the post-petition services to the Board are the same as those described in the 

Motion, subject to customary annual rate increases as of January 1. 

The services to the Board will be provided on the basis of specific assignments. Accordingly, 

there is not a budget established at this point, but Simpson Thacher will be charging its customary 

hourly rates. If the Board asks Simpson Thacher to perform any other transactionally-based 

assignments related to a plan of reorganization, Simpson Thacher and the Board will develop a budget 

 

3

 Simpson Thacher is holding a balance of $556,633.58 on a retainer paid in December 2018 

with respect to the representation of the Independent Directors. 

Case: 19-30088 Doc# 1802 Filed: 05/01/19 Entered: 05/01/19 18:38:58 Page 3 of

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

at the appropriate time. In addition, if the Debtors ask Simpson Thacher to provide a monthly forecast 

for services to be provided to the Board, Simpson Thacher will do so. Simpson Thacher has provided 

the Debtors with a monthly forecast through the end of 2019 for services to be provided to the 

Independent Directors. In accordance with the U.S. Trustee Guidelines, any budget or forecast that is 

provided may be amended as necessary to reflect changed or unanticipated developments. 

The U.S. Trustee has requested that the retention of Simpson Thacher for the Board 

Representation be approved under 11 U.S.C. § 327(e), and in light of that request, the proposed order 

has been modified in the manner attached hereto as Exhibit A, with a redline against the original form 

of proposed order attached hereto as Exhibit B. Exhibit A also reflects comments from counsel for 

the Official Committee of Unsecured Creditors. Subject to the disclosures in the Torkin Declaration 

as supplemented herein, I believe that Simpson Thacher does not represent or hold any interest 

adverse to the Debtors or their estates with respect to Simpson Thacher’s representation of the 

Independent Directors and Simpson Thacher’s representation of the Board. I also believe that 

Simpson Thacher’s representation of the Independent Directors does not cause Simpson Thacher to 

represent or hold any interest adverse to the Board. If any conflict should arise with respect to a 

particular matter, the Board can utilize one of the Debtors’ other counsel. 

Weil Gotshal & Manges circulated a revised version of the Retention Checklist on April 16, 

2019. Based on the revised version, Simpson Thacher provides the following additions to the 

Schedules to the Torkin Declaration: 

(i) Schedule 2 (a) [Current Clients in the Chapter 11 Cases]: The newly-constituted 

Board. 

(ii) Schedule 2(b) [Interested Parties as Described in the Torkin Declaration]: Accenture, 

McKinsey, Willis Towers Watson US LLC, Western Asset Management Company, Assurant Entities, 

BrightView Enterprise Solutions, LLC, BrightView Landscape Services, Inc., Centerbridge Partners, 

L.P., Clearway Energy, Inc., XL Insurance America, Inc. 

(iii) Schedule 2(b) [Interested Parties For Whom Additional Information Is Needed]: 

Michael Graham, Robert E. (Amerman), Director of Industrial. 

Case: 19-30088 Doc# 1802 Filed: 05/01/19 Entered: 05/01/19 18:38:58 Page 4 of

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

 To the extent that any new relevant facts or relationships bearing on the matters described 

herein during the period of Simpson Thacher’s retention are discovered or arise, Simpson Thacher 

will use reasonable efforts to file promptly a supplemental declaration, as required by Bankruptcy 

Rule 2014(a). 

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, information and belief. 

Dated: May 1, 2019 

 

Michael H. Torkin 

Simpson Thacher & Bartlett LLP 

Case: 19-30088 Doc# 1802 Filed: 05/01/19 Entered: 05/01/19 18:38:58 Page 5 of

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