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BAKER 

&

HOSTETLER LLP

ATTORNEYS AT LAW

SAN FRANCISCO

 

Robert A. Julian (SBN 99469) 

Cecily A. Dumas (SBN 111449) 

BAKER & HOSTETLER LLP 

1160 Battery Street, Suite 100 

San Francisco, CA 94111 

Telephone: 628.208.6434 

Facsimile: 310.820.8859 

Email: rjulian@bakerlaw.com 

Email: cdumas@bakerlaw.com 

Eric E. Sagerman (SBN 155496) 

Lauren T. Attard (SBN 320898) 

BAKER & HOSTETLER LLP 

11601 Wilshire Blvd., Suite 1400 

Los Angeles, CA 90025-0509 

Telephone: 310.442.8875 

Facsimile: 310.820.8859 

Email: esagerman@bakerlaw.com 

Email: lattard@bakerlaw.com 

Counsel for Official 

Committee of Tort Claimants 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re:

PG&E CORPORATION 

-andPACIFIC 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) 

DECLARATION OF KAREN M. 

LOCKHART IN SUPPORT OF THE 

SUPPLEMENT TO THE 

APPLICATIONS OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

TO RETAIN AND EMPLOY LINCOLN 

PARTNERS ADVISORS LLC AND 

DEVELOPMENT SPECIALISTS, INC. 

AS ITS FINANCIAL ADVISORS 

Date: May 9, 2019 

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

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Case: 19-30088 Doc# 1838 Filed: 05/03/19 Entered: 05/03/19 16:14:07 Page 1 of

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BAKER 

&

HOSTETLER LLP

ATTORNEYS AT LAW

SAN FRAMCISCO

 - 2 – 

KAREN M. LOCKHART, under penalty of perjury, declares: 

1. I am the chair of the Official Committee of Tort Claimants (hereafter, the “TCC”), 

of PG&E Corporation and Pacific Gas and Electric Company (collectively, the “Debtors”), in the 

above-captioned chapter 11 cases (“Chapter 11 Cases”). 

2. I am authorized to make this Declaration pursuant to section 1103(b) of title 11 of 

the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), and Rules 

2014 and 5002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), in 

support of the TCC’s supplement (the “Supplement”) to the (i) Application of the Official 

Committee of Tort Claimants Pursuant to 11 U.S.C. § 1103 and Fed. R. Bankr. P. 2014 and 5002 

to Retain and Employ Lincoln Partners Advisors, LLC, as a Financial Advisor Effective as of 

March 1, 2019 (the “Lincoln Application”) [Doc. No. 1134], and (ii) Application of the Official 

Committee of Tort Claimants Pursuant to 11 U.S.C. § 1103 and Fed. R. Bankr. P. 2014 and 5002 

to Retain and Employ Development Specialists, Inc., as a Financial Advisor Effective as of March 

20, 2019 (the “DSI Application” and together with the Lincoln Application, the “Applications”) 

[Doc. No. 1461]. 

3. I submit this declaration in support of the Supplement to address the Court’s 

preliminary questions regarding the Applications as stated in the Issues to be Addressed at the April 

24 Hearing on Retention Applications (the “Statement of Issues”) [Doc. No. 1587]. 

The TCC’s Selection of Financial Advisors 

4. The TCC is comprised primarily of individual tort victims. The TCC’s members are 

not employees or representatives of financial institutions or corporations with vast corporate and 

financial resources. Given the critical importance of financial advisory support for the TCC 

specifically, the TCC, with the assistance of its counsel, spent substantial time and resources 

identifying and interviewing financial advisors based on its anticipated needs. 

5. In selecting a financial advisor, the TCC focused on two sets of critical skills which 

the TCC believes are necessary to assist it in evaluating the unique issues that may arise in the 

Chapter 11 Cases. Those skills include industry expertise, enterprise value evaluation, financial 

modeling, analysis of the Debtors’ operations and cash flow, potential transaction review, among 

Case: 19-30088 Doc# 1838 Filed: 05/03/19 Entered: 05/03/19 16:14:07 Page 2 of

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BAKER 

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ATTORNEYS AT LAW

SAN FRAMCISCO

 - 3 – 

others (collectively, “Asset Evaluation”). The second skill set relates to the administration, 

analysis and estimation of tort claims on a massive scale (“Claims Evaluation”). 

6. With counsel’s assistance, the TCC or its counsel identified approximately fifteen 

(15) financial advisors for initial discussion of relevant qualifications and connections to these 

Chapter 11 Cases. The TCC ultimately interviewed seven (7) such advisors. Among the financial 

firms the TCC interviewed, several were large financial firms with both sets of skills. Each of those 

larger firms, in the TCC’s view, had connections with the Debtors or parties in interest that either 

made the retention undesirable, or based on discussions with counsel, rendered the firm ineligible 

to serve as the TCC’s disinterested or unconflicted financial advisor. 

7. Following a thorough selection process, the TCC hired two separate financial 

advisors, Lincoln Partners Advisors, LLC (“Lincoln”) and Development Specialists, Inc. (“DSI”), 

to fulfill the two discrete roles in the Chapter 11 Cases. The TCC selected Lincoln to provide all 

the financial advisory services that the TCC would need during the Chapter 11 Cases, except for 

those related to tort claims and DSI to provide those solely related to the administration, valuation 

and estimation of tort claims. In other words, Lincoln’s services would be directed at Asset 

Evaluation and DSI’s services limited to Claims Evaluation. 

8. As set forth in the Scope Division Among Official Committee of Tort Claimants’ 

Financial Advisors annexed hereto as Exhibit A, Lincoln and DSI have agreed to limit their 

respective services to the categories of services set forth therein to ensure cooperation between 

Lincoln and DSI and that they do not perform duplicative services for the TCC. 

9. If Lincoln’s and DSI’s retentions are approved by the Court, the TCC intends to 

monitor the scope of its advisors’ respective services to avoid the possibility of duplication and to 

make sure those services are consistent with the TCC’s expectations. 

10. The TCC believes that the retention of both Lincoln and DSI is necessary for the 

TCC to carry out its statutory duties in an efficient and cost-effective manner. Based on discussions 

with DSI and Lincoln, the TCC does not believe that one of the selected advisors can perform both 

sets of services each has been hired to provide as efficiently as the other. 

Case: 19-30088 Doc# 1838 Filed: 05/03/19 Entered: 05/03/19 16:14:07 Page 3 of

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11. The TCC also believes it would be unduly prQjudiced ifit was unable to work with

its current set of advisors. Based on the extensive selection process, the TCC further does not

believe it can find a single advisor with both skill sets who has not performed work for the Debtors

Or m卸Or Pa正es in interest relating to the Chapter = Case§ Or Otherwise.

12. The TCC further believes it camot share or rely on the financial advisors ofthe

O餓cial Committee of Unsecured Creditors (he “UCC”). Based on discussions with counsel, the

TCC understands reliance on the UCC’s advisors could be problematic for several reasons,

including the potential for harm to to競Claimants when the TCC’s and UCC’s positions diverge and

issues concemmg Privilege and confidentiality that may arise.

PuJ鋤ant tO 28 uSC・ J /746, I `カc肋・e #nder /hepena砂Q佃eriuIy !hat /he〆,J?gr)i褐js

かue and correct Jo Jhe best qrny崩oowh勾e c協d beh弓f

Executed on May ±, 2019

OFFICIAL COMMITTEE OT TORT CLAIMANTS

OF PG&E CORPORATION AND PACIFIC GAS

AND ELECTRIC COMPANY

Title: Chair ofthe O餌cial Committee ofTort

Claimants

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Case: 19-30088 Doc# 1838 Filed: 05/03/19 Entered: 05/03/19 16:14:07 Page 4 of

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