ARENT FOX LLP 

ATTORNEYS AT LAW

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AFDOCS/20269164.6 

Andrew I. Silfen (pro hac vice) 

Beth M. Brownstein (pro hac vice) 

ARENT FOX LLP 

1301 Avenue of the Americas, 42nd Floor 

New York, New York 10019 

Telephone: (212) 484-3900 

Facsimile: (212) 484-3990 

Email: andrew.silfen@arentfox.com 

 beth.brownstein@arentfox.com 

 

Aram Ordubegian (SBN 185142) 

ARENT FOX LLP 

55 Second Street, 21st Floor 

San Francisco, CA 94105 

Telephone: (415) 757-5500 

Facsimile: (415) 757-5501 

Email: aram.ordubegian@arentfox.com 

Counsel for BOKF, NA, solely in its capacity as 

Indenture Trustee

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

 - and – 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

 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). 

STATEMENT OF BOKF, N.A. IN SUPPORT 

OF THE MOTION OF THE AD HOC 

COMMITTEE OF SENIOR UNSECURED 

NOTEHOLDERS TO TERMINATE THE 

DEBTORS’ EXCLUSIVITY PERIOD 

Hearing 

Date: July 24, 2019 

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

Place: Courtroom 17 

 450 Golden Gate Ave, 16th Floor 

 San Francisco, CA 94102 

Case: 19-30088 Doc# 3061 Filed: 07/18/19 Entered: 07/18/19 14:24:16 Page 1 of

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ARENT FOX LLP 

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BOKF, NA (“BOKF”), in its capacity as successor indenture trustee (the “Unsecured 

Notes Trustee”) under the Indentures dated as of (i) March 11, 2004 (as supplemented, amended 

and restated), (ii) November 29, 2017 and (iii) August 6, 2018 pursuant to which Pacific Gas and 

Electric Company (the “Utility” and, together with PG&E Corporation, the “Debtors”) issued the 

senior notes (collectively, the “Senior Notes”), by and through its counsel, Arent Fox LLP, 

hereby submits this Statement in Support of 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 [Docket No. 2741] (the “Motion to Terminate”)1 and in 

support thereof, states as follows: 

STATEMENT IN SUPPORT 

Fortunately, the California legislature acted through Assembly Bill 1054 (the “Wildfire 

Legislation”), clearing a major hurdle to the reorganization and plan process and establishing a 

regulatory framework and a firm deadline of June 30, 2020 by which the Debtors must exit these 

cases. With this deadline, and likely an earlier deadline to obtain certain regulatory approvals, 

less than a year away, any delay towards confirmation is detrimental and puts a successful 

reorganization at risk. The chief objective for all parties should be to commence formulation, 

negotiation and confirmation of a plan immediately. The Ad Hoc Committee has taken the first 

crucial and important step. 

The Ad Hoc Committee’s Motion to Terminate is timely and the relief sought is 

warranted and necessary. The Motion to Terminate seeks to terminate exclusivity to move 

forward with a plan based on a construct that fits within the structure established by the Wildfire 

Legislation. The Term Sheet, though currently being analyzed by BOKF, is credible and marks a 

positive, productive step in the plan process. Under these circumstances, it is critical that the 

Court permit the Ad Hoc Committee to proceed with negotiating, formulating and filing its plan. 

Indeed, allowing the Ad Hoc Committee’s plan to move forward will be helpful, not 

harmful to the process because it (i) provides the framework for plan negotiations and the 

 

1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion to Terminate. 

Case: 19-30088 Doc# 3061 Filed: 07/18/19 Entered: 07/18/19 14:24:16 Page 2 of

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resolution of open issues and disputes; (ii) motivates all parties to act quickly and construct a 

plan that will provide the most benefit to the most parties; (iii) creates more certainty for 

ratepayers, creditors and wildfire victims that a viable and fair plan is available and under 

construction; and (iv) establishes a competing plan process (in the event the Debtors can timely 

file a feasible, credible and more attractive plan) that will facilitate much needed transparency 

and incentivize expedited negotiations. 

The original extension of exclusivity was largely premised on the Wildfire Legislation 

being passed as late as September.2 With the Wildfire Legislation now in place, the basis for the

original extension is no longer present. Continuing to preserve the Debtors’ exclusivity serves 

no purpose and provides no benefits. In fact, it will likely cause unnecessary delays and 

instability and risk the Debtors’ access to the certainty and benefits afforded by the Wildfire 

Legislation, including the wildfire fund. For reasons unknown, the Debtors so far appear to be 

entrenched in a wait and see, piecemeal approach, hoping to amend or supplement the Wildfire 

Legislation as part of any plan they propose. The Debtors’ lack of meaningful engagement with 

their key constituents on plan constructs and attendant negotiations six months into the case is 

also surprising and unproductive. To date, the Debtors have left most of their constituents 

largely in the dark as to plan formulation, using surprise rather than dialogue to communicate. 

See, e.g., Motion to Terminate at ¶ 26. Similarly, a rush to file an un-vetted plan in response to 

the Motion to Terminate as a litigation tactic should not be countenanced by this Court. 

There is no reason all stakeholders should lose the opportunity to consider the plan that 

will be developed under the Term Sheet (and BOKF welcomes the opportunity to begin 

negotiations), which is based on existing comprehensive legislation, while the Debtors pursue a 

process subject to numerous and speculative legislative contingencies that are clearly out of the 

control of any party to these cases. Nor should stakeholders be precluded from considering the 

plan that will be developed under the Term Sheet because the Debtors rushed to file their own 

plan without the input of their constituents. 

What is most needed at this time is the filing of a chapter 11 plan to kick-start what will 

 

2 See, e.g., Hr’g Tr. 17:20-24, May 22, 2019; see also id. 33:9-19. 

Case: 19-30088 Doc# 3061 Filed: 07/18/19 Entered: 07/18/19 14:24:16 Page 3 of

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inevitably be a lengthy and hotly contested confirmation process that requires an expedient 

resolution. Even if the Debtors were the only party to file a plan (which should not be the case), 

it would unquestionably be a litigated, drawn-out march to confirmation absent a global 

resolution. Given the number and diversity of stakeholders, the dollar amounts at stake, the 

possible regulatory requirements and approvals, and the legal and factual issues in question, 

building consensus around a confirmable plan will simply take time. Consensus is preferable to 

litigation. The legislature has acted to provide the legislative certainty necessary for any plan. It 

is therefore critical that the bankruptcy plan process build on this momentum. 

BOKF is evaluating the Term Sheet and will be prepared to discuss its concerns. BOKF 

also understands the Ad Hoc Committee is continuing to provide detail and address certain open 

issues. The Ad Hoc Committee appears to be engaged, accessible and available. BOKF believes 

the Term Sheet represents not only a material and necessary first step towards a viable exit, but 

also a real, substantive proposal that is worthy of consideration, negotiation and formulation, 

which requires termination of the Debtors’ exclusivity. 

BOKF is hopeful that terminating exclusivity and allowing the filing of a competing plan 

will not only spur the Debtors into action, but will engender an open, transparent process for the 

benefit of all stakeholders. The competition for plan support ought to create a greater level of 

transparency and communication among all parties. BOKF is hopeful that the Debtors will be 

more forthright, open and inclusive and seek the input of BOKF, the Creditors’ Committee and 

other key stakeholders. However, to avoid potential chaos, rather than simply terminating the 

Debtors’ exclusive right to file a plan, the right to file a competing plan should be limited, at this 

time, to allow only the Ad Hoc Committee’s proposed plan and any competing plan filed by the 

Debtors. In the event any other non-Debtor party wishes to file and propose a chapter 11 plan, it 

should only be permitted to do so if it too can demonstrate that its proposed plan is real, credible 

and viable, in the same manner as the Ad Hoc Committee has done. Absent such a limitation 

there is risk that plans that are more posturing than substance will be filed, putting the 

reorganization process at risk, further polarizing the key stakeholders and unnecessarily making 

the plan process cumbersome and unmanageable. 

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With the plan confirmation process in motion, BOKF hopes that the Debtors, Creditors’ 

Committee and Ad Hoc Committee will coordinate and work together in order to take the 

necessary steps to ensure a successful reorganization, including a judicial estimation of claims, 

resolution of existing disputes, and obtaining any necessary financing and regulatory approvals. 

For the foregoing reasons, BOKF supports the Motion to Terminate and respectfully 

requests that the Court enter an order terminating the Debtors’ exclusive periods and authorizing 

the Ad Hoc Committee to formulate, negotiate and file its chapter 11 plan. 

Dated: July 18, 2019 ARENT FOX LLP 

 By: /s/ Aram Ordubegian 

 Aram Ordubegian (SBN 185142) 

 Andrew I. Silfen (pro hac vice) 

 Beth M. Brownstein (pro hac vice) 

 

Counsel for BOKF, NA, solely in its capacity as 

Indenture Trustee 

Case: 19-30088 Doc# 3061 Filed: 07/18/19 Entered: 07/18/19 14:24:16 Page 5 of

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