ARENT FOX LLP 

ATTORNEYS AT LAW

LOS ANGELES

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AFDOCS/21041876.3 

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 JOINT MOTION OF THE 

OFFICIAL COMMITTEE OF TORT 

CLAIMANTS AND THE AD HOC 

COMMITTEE OF SENIOR UNSECURED 

NOTEHOLDERS TO TERMINATE THE 

DEBTORS’ EXCLUSIVITY PERIOD 

Hearing 

Date: October 7, 2019 

Time: 1:30 p.m. (Pacific time) 

Place: Courtroom 17 

 450 Golden Gate Ave, 16th Floor 

 San Francisco, CA 94102 

Case: 19-30088 Doc# 4051 Filed: 10/01/19 Entered: 10/01/19 15:48:02 Page 1 of

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ARENT FOX LLP 

ATTORNEYS AT LAW

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AFDOCS/21041876.3 

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

Notes Trustee”) under the Indentures dated as of (i) April 22, 2005 (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 Joint Motion of the Official Committee of Tort 

Claimants and 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. 

3940] (the “Motion to Terminate”)1 and in support thereof, states as follows: 

STATEMENT IN SUPPORT 

Terminating exclusivity and allowing a dual-track process to move forward ensures, or at 

least increases the likelihood that a chapter 11 plan will be confirmed by the June 30, 2020 

deadline. Critically, it avoids the risk of relying solely on the Debtors’ Placeholder Plan that 

contains numerous contingencies and uncertainties and the catastrophic result if that plan cannot 

be confirmed or go effective by the deadline. Unlike the Debtors’ Placeholder Plan, the 

Alternative Plan has broad based creditor support, including from the Tort Committee, pays 

creditors in full, maximizes recoveries to tort victims and obviates the need for the estimation 

and Tubbs related litigation. On its face, the Alternative Plan appears to be a more attractive 

plan and stakeholders should not be precluded from considering it as an alternative. Moreover, a 

competitive process is more likely to drive parties towards a single consensual plan. But even if 

it does not, having two plans for the Court’s consideration under section 1129(c) of the 

Bankruptcy Code is certainly preferable to one non-consensual and potentially non-confirmable 

one. 

Indeed, there is minimal (if any) downside to a competitive, two-plan process. The 

upside, however, is significant. A competitive process would provide the framework for 

negotiations, create a more level playing field, increase transparency, and encourage all parties to 

 

1

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

Case: 19-30088 Doc# 4051 Filed: 10/01/19 Entered: 10/01/19 15:48:02 Page 2 of

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AFDOCS/21041876.3 

engage in efforts, perhaps through mediation, to achieve a consensual resolution. Absent a 

global resolution, or if only the Debtors’ Placeholder Plan proceeds, litigation around plan 

confirmation is inevitable and continued polarization likely. Certain of those plan disputes are 

scheduled to be addressed in advance of confirmation. However, the sheer impact of a 

determination on issues such as the impaired or unimpaired status of general unsecured creditors, 

including Utility Funded Debt Claims, entitlement to post-filing interest rate at the contract rate 

and optional redemption (make-whole) provisions under the indentures, and the amount of 

capital required to remedy the shortcomings in the Debtors’ Placeholder Plan could impede or 

preclude confirmation of that plan. 

The Alternative Plan, on the other hand, appears to contain far fewer unresolved 

contingencies. The Alternative Plan settles certain disputes, such as those surrounding the trust 

to be established for individual fire victims, thereby eliminating the need for costly litigation 

before the District Court and the state court. The Debtors’ Placeholder Plan leaves that key issue 

unresolved, a contingency that not only jeopardizes the Debtors’ plan, but also subjects fire 

victims to unnecessary uncertainty, delay and risk. This Court has made clear numerous times 

that addressing the claims of the wildfire victims is a paramount concern and goal of these 

bankruptcy cases. And, the Alternative Plan pays creditors in full in accordance with the 

Bankruptcy Code and applicable state and contract law, including post-petition interest at the 

contract rate. 

What has become more clear is that existing equity holders on one side will be litigating 

against unsecured creditors and tort victims on the other. All parties, however, should favor a 

process that ensures these Debtors exit chapter 11 by June 2020 and creates the kind of 

environment that best facilitates negotiations for a global resolution. Such a process will be best 

enabled by a dual-track plan course.2

 If two plans are ultimately confirmed, the Court can 

 

2

 Another factor militating towards terminating exclusivity is the Tort Committee’s, tort victims’ and Creditors 

Committee’s continued concern and disappointment about the lack of openness, engagement and discussions from 

the Debtors and their professionals. In fact, and as this Court commented on at the last hearing regarding the 

Debtors’ lack of engagement, discussions could start now. Terminating exclusivity will not only balance the 

dynamics and encourage a global resolution, but it will serve as motivation and a platform to have meaningful 

negotiations for the first time in these cases. 

Case: 19-30088 Doc# 4051 Filed: 10/01/19 Entered: 10/01/19 15:48:02 Page 3 of

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determine which plan is preferable under section 1129(c), a result no party can seriously dispute 

would be a success. Comparing a well-managed competitive process overseen by this Court 

with an alternative that relies only on the Debtors’ plan full of already identified infirmities, 

unknowns, and contingencies, makes it evident that terminating exclusivity is the best choice for 

moving these cases forward at this time for these Debtors and their stakeholders. 

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 Official Committee of Tort Claimants and Ad Hoc Committee to formulate, negotiate and 

file their joint chapter 11 plan. 

Dated: October 1, 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# 4051 Filed: 10/01/19 Entered: 10/01/19 15:48:02 Page 4 of

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