KURTZ DECLARATION RE: MOTION TO

FILE FEE LETTERS UNDER SEAL

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice pending)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice pending)

(jessica.liou@weil.com)

Matthew Goren (pro hac vice pending)

(matthew.goren@weil.com)

767 Fifth Avenue

New York, NY 10153-0119

Tel: 212 310 8000

Fax: 212 310 8007

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice pending)

(pzumbro@cravath.com)

Kevin J. Orsini (pro hac vice pending)

(korsini@cravath.com)

Omid H. Nasab (pro hac vice pending)

(onasab@cravath.com)

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 

Proposed Attorneys for Debtors and Debtors 

in Possession

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

In re: 

PG&E CORPORATION

Debtor.

Tax I.D. No. 94-3234914

Case Nos. 19 -_____ (___)

 19 -_____ (___)

Chapter 11

DECLARATION OF DAVID KURTZ IN 

SUPPORT OF DEBTORS’ MOTION PURSUANT 

TO BANKRUPTCY CODE SECTIONS 105(A) 

AND 107(B) AND BANKRUPTCY RULE 9018 

FOR ENTRY OF AN ORDER AUTHORIZING 

THE FILING UNDER SEAL OF THE PROPOSED 

DEBTOR-IN-POSSESSION FINANCING FEE 

LETTERS

Date:

Time:

Place:

In re: 

PACIFIC GAS AND ELECTRIC COMPANY

Debtor.

Tax I.D. No. 94-0742640

Case: 19-30088 Doc# 27 Filed: 01/29/19 Entered: 01/29/19 02:42:33 Page 1 of 5
2

KURTZ DECLARATION RE: MOTION TO

FILE FEE LETTERS UNDER SEAL

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

I, David Kurtz, pursuant to section 1746 of title 28 of the United States Code, hereby declare 

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

1. I am a Vice Chairman and the Global Head of the Restructuring Group of Lazard, 

Frères & Co. LLC (“Lazard”) and one of the lead restructuring advisors to PG&E Corporation 

(“PG&E Corp.”) and Pacific Gas and Electric Company, (the “Utility”), as debtors and debtors-inpossession (collectively, “PG&E” or the “Debtors”) in the above-captioned Chapter 11 Cases (the 

“Chapter 11 Cases”). I submit this declaration (the “Declaration”) in support of the Debtors’ Motion

Pursuant to Bankruptcy Code Sections 105(a) and 107(b) and Bankruptcy Rule 9018 for Entry of an 

Order Authorizing the Filing Under Seal of the Proposed Debtor-In-Possession Financing Fee Letters

(the “Motion”). 

2. The statements in this Declaration are, except where specifically noted, based on my 

personal knowledge or opinion, on information that I have from PG&E’s books and records, 

PG&E’s employees, PG&E’s advisors and their employees, or from other members of the Lazard 

team working under my supervision or direction. Specifically, I have overseen a Lazard team which, 

since November 2018, has been one of the principal advisors to PG&E concerning the possibility of 

restructuring under chapter 11. More generally, my colleagues at Lazard have provided various 

investment banking and financial advisory services to the Company for nearly a decade. In my 

capacity as Global Head of the Restructuring Group of Lazard, I have been privy to and have 

advised regarding PG&E’s decision to seek chapter 11 relief. I am not being specifically 

compensated for this testimony other than through payments received by Lazard as a professional 

whose retention the Debtors are seeking to obtain this Court’s approval of pursuant to an application 

to be filed with this Court at a later date. I am over the age of 18 years and authorized to submit this 

declaration on behalf of PG&E. If I were called upon to testify, I could and would competently 

testify to the facts set forth herein.

Case: 19-30088 Doc# 27 Filed: 01/29/19 Entered: 01/29/19 02:42:33 Page 2 of 5
3

KURTZ DECLARATION RE: MOTION TO

FILE FEE LETTERS UNDER SEAL

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

3. Following a competitive marketing process, the Debtors secured a commitment from 

a group of lenders (the “Commitment Parties”) to provide a senior secured superpriority debtor-inpossession credit facility in an aggregate principal amount of $5,500,000,000 (the “DIP Facilities”). 

4. In connection with the DIP Facilities, PG&E entered into the following fee letters 

with the Commitment Parties (together, the “Fee Letters”). 

i. Fee Letter, dated as of January 21, 2019, by and among the Utility and J.P. 

Morgan Securities LLC and acknowledged by Merrill Lynch, Pierce, Fenner

& Smith Incorporated, Barclays Bank PLC and Citigroup Global Markets 

Inc.; and

ii. Fee Letter, dated as of January 21, 2019 (the “Underwriting Fee Letter”), by 

and among the Utility, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, 

Fenner & Smith Incorporated, Barclays Bank PLC and Citigroup Global 

Markets Inc.

5. The Fee Letters contain highly sensitive, confidential commercial information about 

certain elements of the Commitment Parties’ consideration for providing the DIP Facilities and 

agreed-upon market flex terms. Both lenders and borrowers are typically wary of disclosing fee 

arrangements in connection with financings, not only because disclosure could impact parties’ 

ability to negotiate fees in the future, but also because the relationship among lenders and between 

the borrower and certain lenders may be affected. Market flex terms are particularly sensitive as 

well, as disclosure of these terms may impact the syndication process. As a result, fee letters in 

connection with financing transactions are almost always structured to prevent disclosure to third 

parties without lenders’ consent. In the bankruptcy context, lenders are typically more willing to 

grant limited disclosure rights in recognition of debtors’ public disclosure obligations.

6. The Fee Letters were the subject of arms’-length and good-faith negotiations between 

PG&E and the Commitment Parties, including with regards to PG&E’s confidentiality requirements 

under the Fee Letters. In recognition of the sensitive nature of this information, the Debtors agreed 

not to seek to file the Fee Letters with this Court without obtaining a protective order. The Debtors 

are permitted, however, to file the Fee Letters with the Court under seal and provide copies of the Fee 

Letters (i) to the U.S. Trustee on a strictly confidential basis and (ii) to counsel and financial advisors 

Case: 19-30088 Doc# 27 Filed: 01/29/19 Entered: 01/29/19 02:42:33 Page 3 of 5
4

KURTZ DECLARATION RE: MOTION TO

FILE FEE LETTERS UNDER SEAL

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

to any statutory committee appointed in the Chapter 11 Cases on a strictly confidential and 

“professionals’ eyes only” basis.

Remainder of this page intentionally left blank.

Case: 19-30088 Doc# 27 Filed: 01/29/19 Entered: 01/29/19 02:42:33 Page 4 of 5
Case: 19-30088 Doc# 27 Filed: 01/29/19 Entered: 01/29/19 02:42:33 Page 5 of 5