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 SECOND LEASE 

EXTENSION MOTION 

Date: August 27, 2019 

Time: 9:30am, Pacific Time 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: August 20, 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# 3397 Filed: 08/06/19 Entered: 08/06/19 18:11:00 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 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 Further 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.

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

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The Debtors’ Unexpired Leases 

4. As set out in the Initial Extension Motion, the Debtors are party to over 100 

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

hangars and data centers. 

5. Following this Court’s approval of the Initial Extension Motion, the Debtors sought 

consents for further extensions of time to assume or reject certain Unexpired Leases. The Debtors 

have entered into a number of stipulations with lessors who consent to such an extension for all 

Unexpired Leases to which they are party (collectively, the “Consenting Lessors”) and continue 

to be in discussions with other lessors who contemplate providing similar extensions for the 

Unexpired Leases to which they are party. 

6. The Debtors require additional time beyond the initial extension of August 27, 2019, 

to make a reasoned determination regarding whether to assume or reject the Extension Leases. 

Such an evaluation will necessarily include an assessment of which of the Extension Leases will 

be required for the ongoing operation of the Debtors’ business and whether any Extension Leases 

could generate value by reason of an assignment or other disposition thereof. 

Basis for Extension of Time to Assume or Reject Unexpired Leases 

7. These Chapter 11 Cases are among the largest and most complex chapter 11 filings 

in recent 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 size and complexity of the Debtors’ business, assets, regulatory framework, employee 

relationships, vendor relationships, and financing arrangements are self-evident. Since the filing 

of these Chapter 11 Cases, the Debtors have expended significant time and effort on ensuring the 

essential services it provides continues uninterrupted and have successfully stabilized their 

business operations and liquidity profile by restoring normal trade credit terms and virtually 

eliminating demands for cash collateral and other forms of credit enhancement that were rampant 

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at the inception of these cases. With this initial phase of the Chapter 11 Cases behind them, the 

Debtors are keenly focused on further advancing discussions regarding a chapter 11 plan while 

continuing to safely and reliably operate their business during the current wildfire season. 

8. I believe that requiring the Debtors to assume or reject the Extension Leases at this 

time is premature without further clarity regarding the terms of a potential chapter 11 plan. The 

Debtors have made substantial progress since the filing of the Initial Extension Motion towards the 

development of a chapter 11 plan, including: 

 Achieving key settlements with the 18 public governmental entities in the 

Northern California wildfire districts that resolve all of their wildfire claims 

for an aggregate amount of $1 billion; 

 Engaging in ongoing negotiations and discussions with the other two 

wildfire claimants’ constituencies in an effort to achieve a consensual 

resolution of their claims to be embodied in a chapter 11 plan; 

 Setting a bar date of October 21, 2019 for filing claims; 

 Filing an estimation motion to establish the Debtors’ aggregate liability for 

wildfire claims that are to be treated under a chapter 11 plan; and 

 Engaging in regular weekly meetings with the California Public Utilities 

Commission to assure that all issues within the jurisdiction and authority of 

the Commission are timely and comprehensively addressed in the context of 

a chapter 11 plan. 

9. Additionally, on July 12, 2019, the California State legislature enacted AB-1054 

(the “Wildfire Legislation”) that is fundamental to the proposal of any confirmable plan, and to 

determine the funding needs for the Debtors’ successful exit from chapter 11. That legislation 

addresses, among other things, the Governor’s go-forward wildfire fund, the Debtors’ costs and 

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

conditions to participate in the fund, and the treatment of existing wildfire claims under a chapter 

11 plan. 

10. However, certain key contingencies remain unresolved in these Chapter 11 Cases 

that would directly impact the formulation of a chapter 11 plan, including most importantly a 

determination (whether through settlement or estimation) regarding the amount of the Debtors’ 

aggregate wildfire liabilities. Furthermore, the Governor of California indicated when he signed 

the Wildfire Legislation that further legislative action may be forthcoming, that it was “not the end 

of the process” and that he “will be doing more in August” when the legislature returns next week. 

Lastly, the questions of who would be permitted to propose a chapter 11 plan and when, and what 

such a plan proposal would look like also impact what a restructuring of the Debtors’ ongoing 

business would entail and, accordingly, any decision regarding which Extension Leases the Debtors 

should elect to assume or reject. Until these contingencies are resolved, I believe it would be 

premature to require the Debtors to make such a decision now, especially in circumstances where 

the Consenting Lessors have agreed to an extension of the deadline to make this decision. 

11. The Debtors are party to 83 Extension Leases. Because of the size of the Debtors’ 

operations and the complexity of these Chapter 11 Cases, the Debtors must evaluate the Extension 

Leases involving numerous properties while also (a) attending to the myriad of other issues in 

connection with the administration of these cases, (b) negotiating and developing a chapter 11 plan 

that is fair and equitable, (c) focusing on preserving and enhancing going concern value, and (d) 

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

Californians. As a result, the Debtors continue to finalize their evaluation of the economics of the 

Extension Leases to determine whether the assumption or rejection of each Extension Lease would 

make sense in light of their overall restructuring and benefit their estates, their creditors, their 

shareholders, and other parties in interest. Given the limited time and resources available, the 

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Debtors’ efforts in this respect have been focused on those Unexpired Leases for which they have 

not been able to obtain consent from a lessor to a further extension. 

12. I believe that the deemed rejection of the Debtors’ Extension Leases could disrupt 

the Debtors’ ongoing operations and adversely impact the Debtors’ restructuring efforts. The 

Debtors could be required to relocate their employees or critical infrastructure located in the 

properties leased pursuant to the Extension Leases. Without such relief, I understand that the 

Debtors will be forced to decide, without being afforded time to adequately consider the value of 

each Extension Lease and without the resolution of the unresolved issues in connection with their 

chapter 11 plan outlined above, whether to permanently forfeit their right to assume any Extension 

Leases, as a result of the “deemed rejected” provision of section 365(d)(4), or be compelled to 

assume any Extension Leases by August 27, 2019 to avoid deemed rejections, with the resultant 

imposition of potentially substantial administrative expenses on their estates. 

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

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

Bankruptcy Code. I believe that the requested extension does not adversely affect the Debtors’ 

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

to assume or reject the leases may prejudice the Consenting Lessors if their Extension Leases are 

rejected. The Debtors will continue evaluating the Extension Leases on an ongoing basis as 

expeditiously as practicable and will file appropriate motions as soon as informed decisions can be 

made. 

14. In sum, considering the size and complexity of these Chapter 11 Cases, the status of 

the chapter 11 plan, the number of Extension Leases, the Debtors’ payment of its postpetition 

obligations under the Extension Leases, the adverse effects of not granting the Extension for both 

the Debtors, the lack of damage to the Consenting Lessors by granting the Extension, and that the 

Consenting Lessors have consented to the relief being sought in the Motion, I believe that the relief 

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sought in the Motion is in the best interests of the Debtors, their estates, their creditors, their 

shareholders, and all parties in interest, and should be granted by the Court. 

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August 6

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