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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 MOTION OF DEBTORS 

PURSUANT TO 11 U.S.C. § 1121(d) 

TO EXTEND THE EXCLUSIVE 

SOLICITATION PERIOD 

Hearing Date: December 11, 2019 

Time: 10:00 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Judge: Hon. Dennis Montali 

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# 4826 Filed: 11/20/19 Entered: 11/20/19 17:08:09 Page 1 of

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I, John Boken, pursuant to 28 U.S.C. § 1746, hereby declare that the following is true 

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, which 

provides interim management services to PG&E Corporation and Pacific Gas and Electric 

Company, as debtors and debtors-in-possession (collectively, “PG&E” or the “Debtors”)1 in the 

above-captioned 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].2

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. I submit this Declaration in support 

of the Motion of Debtors Pursuant to 11 U.S.C. § 1121(d) to Extend the Exclusive Solicitation 

Period (the “Motion”) filed contemporaneously herewith. 

3. These Chapter 11 Cases are among the largest chapter 11 filings in 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 

Debtors own and operate approximately 136 generating facilities, nine (9) natural gas compressor 

stations, over 120,000 circuit miles of electric transmission and distribution lines, and nearly 50,000 

1

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

terms in the Motion.

2

 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.

Case: 19-30088 Doc# 4826 Filed: 11/20/19 Entered: 11/20/19 17:08:09 Page 2 of

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miles of natural gas transmission and distribution pipelines. The Debtors have approximately $51.7 

billion in prepetition liabilities on a book value basis, and thousands of claims arising out of or 

relating to the wildfires that occurred in Northern California in 2017 and 2018. 

4. I believe the Debtors have made significant progress in the administration of 

these Chapter 11 Cases. During the initial stages of these Chapter 11 Cases, the Debtors’ resources 

were devoted to successfully assuring a smooth transition into chapter 11 and minimizing the 

business disruptions normally attendant thereto, and maintaining relationships with the Debtors’ 

business partners. During this period, the Debtors have interfaced extensively with the official and 

unofficial committees functioning in these cases, responding to a multitude of requests for 

information. The number of parties that have appeared in these Chapter 11 Cases and the number 

of hearings and contested matters that have been held before the Court are both significant. 

Establishing a bar date and noticing procedures alone took several months, with the bar date being 

set for October 21, 2019, which was recently extended for wildfire claimants to December 31, 2019, 

by agreement of the Debtors and the TCC. 

5. The Debtors have made substantial progress in the Plan process. There are 

currently two competing plans on file with the Court: the Debtors’ Plan and the TCC/Noteholder 

Plan. With respect to the Debtors’ Plan, the Debtors have achieved two critical settlements of their 

wildfire liabilities to be satisfied and discharged pursuant to their Plan. The first settlement fully 

resolves all of the wildfire claims held by the 18 settling Public Entities for the aggregate amount 

of $1 billion. The second settlement fully resolves all of the claims held by Subrogation Claimants 

in the asserted amount of approximately $20 billion for consideration in the amount of $11 billion, 

representing a 45% reduction. In addition to the two settlements discussed above, the Debtors’ Plan 

also is backed by equity commitments which serve as the foundation for the equity portion of a 

comprehensive financing package that will fund the plan and the Debtors’ timely emergence from 

Case: 19-30088 Doc# 4826 Filed: 11/20/19 Entered: 11/20/19 17:08:09 Page 3 of

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chapter 11. The CPUC review process is also underway, and I believe the Debtors’ Plan is on track 

to meet the June 30, 2020 deadline imposed by AB 1054. 

6. Notwithstanding the progress outlined above, certain contingencies still exist 

that warrant the requested extension. These include getting more clarity on the magnitude of the 

wildfire liabilities held by the constituency represented by the TCC. This is the subject of ongoing 

proceedings before the United States District Court, the California Superior State Court, as well as 

this Court. I understand that the estimation proceeding before the District Court is scheduled to 

commence February 18, 2019 and is expected to last two to three weeks. There are also certain 

other preliminary plan-related issues raised by the Court, including whether wildfire claims asserted 

by certain public or private entities are subject to estimation, and postpetition interest rate and makewhole issues related to funded debt claims and their proposed treatment under a plan. I understand 

that these issues have been scheduled for briefing between now and January 2020. In light of these 

issues and contingences, filing a proposed Disclosure Statement with respect to either or both of the 

competing chapter 11 plans is still premature. I believe the Debtors have made substantial progress 

in the administration of these Chapter 11 Cases and the Exclusive Solicitation Period should be 

extended as requested so the Debtors, subject to the relief granted by the Court in the Exclusivity 

Termination Order with respect to the TCC/Noteholder Plan. 

7. The Debtors are not seeking an extension of the Exclusive Solicitation Period 

as a negotiation tactic to delay the administration of these Chapter 11 Cases or to pressure creditors 

to support the Debtors’ Plan. Rather, the requested extensions recognize the current posture of 

these cases and the time needed to successfully complete the plan process. 

8. The Debtors have obtained a $5.5 billion DIP facility, are current on 

payment of their postpetition obligations, and have sufficient liquidity to pay their undisputed 

administrative expenses in the ordinary course. 

Case: 19-30088 Doc# 4826 Filed: 11/20/19 Entered: 11/20/19 17:08:09 Page 4 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 Los Angeles, California, on November 20, 2019. 

By:JL 

Case: 19-30088 Doc# 4826 Filed: 11/20/19 Entered: 11/20/19 17:08:09 Page 5 of

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