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,

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 TOMER PERRY IN 

SUPPORT OF DEBTORS’ OBJECTION 

TO MOTION OF THE AD HOC 

COMMITTEE OF SENIOR UNSECURED 

NOTEHOLDERS TO TERMINATE THE 

DEBTORS’ EXCLUSIVE PERIODS 

PURSUANT TO SECTION 1121(d)(1) OF 

THE BANKRUPTCY CODE

Hearing Date: July 24, 2019

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

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

Obj. Deadline: July 18, 2019, 4:00 p.m. (PT)

Case: 19-30088 Doc# 3077 Filed: 07/18/19 Entered: 07/18/19 16:17:30 Page 1 of

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767 Fifth Avenue

New York, NY 10153-0119

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I, Tomer Perry, pursuant to 28 U.S.C. § 1746, hereby declare that the following is 

true to the best of my knowledge, information, and belief:

I am a Managing Director in the Capital Markets & Capital Structure Advisory Group 

at Lazard Frères & Co. LLC (“Lazard” or the “Firm”), which, by Order dated May 24, 2019

[Docket No. 2229], is authorized to provide investment banking services to PG&E Corporation and 

Pacific Gas and Electric Company, as debtors and debtors-in-possession (collectively, “PG&E” or 

the “Debtors”) in the above-captioned Chapter 11 Cases (the “Chapter 11 Cases”). I my role as a 

Managing Director, I work on a broad range of advisory assignments for clients throughout the Firm, 

with a focus on acquisition financing, credit ratings, structured equity & minority investments, debt 

placements, debt restructurings, and liability management. 

I joined Lazard in 2009 from Goldman Sachs & Co., where I focused on mergers and 

acquisitions and capital raising activities. Previously, I was a project manager at Amdocs and an 

Officer in the Israel Defense Forces (IDF). I have received an M.B.A. from Yale University and a 

B.A. in Economics and Computer Science from Bar-Illan University in Israel.

I submit this Declaration in support of the Debtors’ Objection (the “Objection”), 

filed contemporaneously herewith, to the Motion of the Ad Hoc Committee of Senior Unsecured 

Noteholders to Terminate the Debtors’ Exclusive Periods Pursuant to Section 1121(d)(1) of the 

Bankruptcy Code, dated June 25, 2019 [Docket No. 2741] (the “Termination Motion”).1 Except 

as otherwise indicated herein, the facts set forth in this Declaration are based upon my personal 

knowledge, my review of relevant documents, including the Ad Hoc Term Sheet and the Amended 

Ad Hoc Term Sheet (each as defined below), 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.

 

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

terms in the Objection.

Case: 19-30088 Doc# 3077 Filed: 07/18/19 Entered: 07/18/19 16:17:30 Page 2 of

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I have reviewed the “Term Sheet for Plan of Reorganization” (the “Ad Hoc Term 

Sheet”) annexed by the Ad Hoc Committee as an exhibit to its Termination Motion, as well as the 

Amended Plan Term Sheet filed by the Ad Hoc Committee on July 17, 2019 (the “Amended Ad 

Hoc Term Sheet”). Based upon my review, the Amended Ad Hoc Term Sheet seeks to provide a 

first mortgage on all “Principal Property” of the Debtors for the benefit of the Long-Term Utility 

Replacement Notes and reduce the blended rate of interest on such notes by 10 basis points (onetenth of one percent) relative to the current interest rates. Based on my review of publicly available 

market data and my experience, there is typically a greater spread differential between secured and 

unsecured indebtedness than the proposed 10 basis points in the Amended Ad Hoc Term Sheet. 

An analysis of publicly available market data related to current trading levels of 

US-dollar denominated corporate bonds with ratings in the BB and BBB range (per Standard & 

Poor’s rating), and with greater than $250 million of outstanding indebtedness, indicates that for

corporate issuers with both outstanding secured and unsecured tranches of comparable tenor bonds

(representing a data set of approximately $30 billion of bonds), the median spread between secured 

notes and unsecured notes is approximately 40 basis points.

I believe that this data suggests that the proposed interest rate reduction of 10 basis 

points on the collateralized Long-Term Utility Replacement Notes, as provided for in the Amended 

Ad Hoc Term Sheet, is materially less than the implied spread differential between secured and 

unsecured indebtedness that currently prevails in the corporate bond market. Accordingly, based 

on the data I have reviewed and my experience, I believe that if the changes proposed pursuant to 

the Amended Ad Hoc Term Sheet are implemented – i.e., collateralizing the replacement notes 

with only a 10 basis point interest rate reduction – the perceived market value of the Long-Term 

Utility Replacement Notes would be higher than the perceived market value of the existing 

unsecured notes if they were otherwise reinstated. 

[Remainder of Page Intentional Left Blank]

Case: 19-30088 Doc# 3077 Filed: 07/18/19 Entered: 07/18/19 16:17:30 Page 3 of

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

my knowledge and after reasonable inquiry, the foregoing is true and correct and that this Declaration 

was executed in New York, NY, on July 18, 2019.

/s/ Tomer Perry

By: Tomer Perry

Case: 19-30088 Doc# 3077 Filed: 07/18/19 Entered: 07/18/19 16:17:30 Page 4 of

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