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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

CRAVATH, SWAINE & MOORE LLP 

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019

Tel: 212 474 1000 

Fax: 212 474 3700 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

- and - 

PACIFIC GAS AND ELECTRIC 

COMPANY

Debtors. 

Bankruptcy Case No. 19-30088 (DM)

Chapter 11 (Lead Case) (Jointly Administered) 

DECLARATION OF KENNETH S. ZIMAN IN 

SUPPORT OF DEBTORS’ MOTION FOR 

ENTRY OF ORDERS (I) APPROVING 

TERMS OF, AND DEBTORS’ ENTRY INTO 

AND PERFORMANCE UNDER, EXIT 

FINANCING COMMITMENT LETTERS 

AND (II) AUTHORIZING INCURRENCE, 

PAYMENT AND ALLOWANCE OF 

RELATED FEES AND/OR PREMIUMS, 

INDEMNITIES, COSTS AND EXPENSES AS 

ADMINISTRATIVE EXPENSE CLAIMS 

Date: November 13, 2019

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

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: November 6, 2019

 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). 

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I, Kenneth S. Ziman, hereby declare under penalty of perjury as follows: 

1. I am a Managing Director in the Restructuring Group at Lazard Frères & Co. LLC 

(“Lazard”), an investment banking firm that has its principal office at 30 Rockefeller Plaza, New 

York, New York 10112. Lazard is the primary U.S. operating subsidiary of a preeminent 

international investment banking, financial advisory, and asset management firm. Together with 

its predecessors and affiliates, Lazard has been advising clients around the world for over 165 

years. Lazard and its professionals have considerable expertise and experience in providing 

investment banking and financial advisory services to financially distressed companies and to 

creditors, equity holders and other constituencies in reorganization proceedings and complex 

financial restructurings, both in and out of court. In addition, Lazard’s investment banking 

professionals have extensive experience in advising debtors in chapter 11 cases and have served 

as investment bankers to numerous debtors, chapter 11 trustees, creditors’ committees and buyers 

in chapter 11 cases. Since 1990, Lazard professionals have been involved in over 250 

restructurings, representing over $1 trillion in debtor assets. 

2. At Lazard, I specialize in advising public and private companies and creditor groups 

in complex financial restructurings and in raising capital for, selling, or acquiring financially 

distressed businesses. I have nearly 30 years of experience in corporate finance and restructuring. 

I joined Lazard in March 2016 after a more than 25-year career as a bankruptcy and restructuring 

lawyer, previously as a partner at Simpson Thacher & Bartlett LLP and most recently as the Deputy 

Practice Leader of Skadden, Arps, Slate, Meagher & Flom LLP’s Corporate Restructuring 

department. Throughout my career I have represented debtors, individual creditors, official 

creditors’ committees, unofficial bondholder committees, and other parties in interest in numerous 

in-court and out-of-court restructurings and recapitalizations involving companies in multiple 

industries, including those of Takata Corporation, Cobalt International Energy, Inc., ManorCare 

Inc., SunEdison, Inc., CGG Holdings (U.S.) Inc., Millennium Health, LLC, Dendreon 

Corporation, Exide Technologies, Savient Pharmaceuticals, Inc., Energy Future Holdings 

Corporation, Residential Capital, LLC, Select Staffing, iPayment, Inc. and MF Global Holdings 

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Ltd. I have submitted declarations and/or affidavits or have had testimony proffered in CGG, 

SunEdison and GCX Limited, among other cases. 

3. I graduated from Colgate University with a B.A. and I have a law degree from the 

University of Pennsylvania Law School. 

4. I submit this Declaration in support of the Debtors’ Motion for Entry of Orders (i) 

Approving Terms of, and Debtors’ Entry into and Performance Under, Exit Financing 

Commitment Letters and (ii) Authorizing Incurrence, Payment and Allowance of Related Fees 

and/or Premiums, Indemnities, Costs and Expenses as Administrative Expense Claims

(the “Motion”).1

5. Lazard is a long-time advisor to PG&E Corporation (“PG&E Corp.”), and its 

primary operating subsidiary, Pacific Gas and Electric Company (the “Utility”; together with 

PG&E Corp., “PG&E”, the “Company” or the “Debtors”), with the initial engagement for 

advisory services starting in 2011. Since that time, Lazard has provided financial advisory and 

investment banking services to PG&E Corp. with respect to a variety of matters, including, without 

limitation: analysis of the financial condition of the Company, evaluation of potential transactions 

that the Company may pursue, assessment of financing options, and shareholder advisory services. 

Given Lazard’s long history with PG&E Corp., Lazard has significant familiarity with and 

knowledge of the Debtors’ business, operations, and financial challenges. 

6. Lazard currently serves as advisor to the Debtors in their Chapter 11 Cases. In such 

capacity, Lazard assists the Company in its assessment of the Company’s ability to raise capital 

and its evaluation of the sources of financing required in order to successfully emerge from chapter 

11. During the course of these cases, Lazard has engaged in dialogue with the legal counsel and 

advisors to a number of significant shareholders, including in regards to their willingness to invest 

in the Company to finance its emergence from chapter 11. 

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

terms in the Motion. 

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7. Along with management, Lazard has also engaged in communications with certain 

money-center banks regarding the Company’s ability to access capital from the traditional equity 

markets. Feedback received from these discussions indicated that regular-way equity markets 

access would require resolution of the Company’s 2020 general rate case and cost of capital 

proceedings, as well as a clearer understanding of the aggregate wildfire claims liability and how 

those claims will be treated under a chapter 11 plan. Feedback received further indicated that 

banks would only be willing to commit, at the time, to a volume underwriting of any equity 

financing; this means although the banks would guarantee an amount of equity proceeds, there 

would not be a floor price at which that equity might be raised, thereby presenting unlimited 

dilution risk to current shareholders. 

8. In connection with efforts to terminate the Debtors’ exclusivity by the Ad Hoc 

Committee of Senior Unsecured Noteholders (the “Ad Hoc Noteholder Committee”) and the Ad 

Hoc Group of Subrogation Claim Holders in July and August 2019, two large shareholders of 

PG&E Corp., Knighthead Capital Management (“Knighthead”) and Abrams Capital Management 

(“Abrams”; together with Knighthead, the “13D Parties”), submitted a letter to the Chair of 

PG&E Corp. setting forth an unsolicited financing proposal to provide $1.5 billion of equity capital 

commitments in support of the Company’s Plan of Reorganization (as defined below) (the “Initial 

Equity Backstop Commitment Letter”). This proposal was made public by the 13D Parties on 

August 8, 2019, through a Schedule 13D filing with the Securities and Exchange Commission. 

The 13D Parties’ proposal contemplated a $15 billion total equity raise, with the additional capital 

being provided by other shareholders. Subsequently, the Company received substantially similar 

equity capital commitments from more than 35 investors, representing equity backstop 

commitments in excess of $14 billion in the aggregate. 

9. Starting on August 17, and continuing through September, the Company and its 

financial and legal advisors engaged in negotiations with the 13D Parties concerning the terms of 

the Initial Equity Backstop Commitment Letter. Over the course of these discussions, the Debtors 

improved upon several of the terms initially proposed by the 13D Parties, including with respect 

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to structure, conditionality, length and flexibility to pursue a variety of equity financing options. 

At a board meeting on September 8, the PG&E Corp. board (the “Board”) authorized PG&E Corp. 

to enter into backstop commitment letters that had been revised to reflect the outcome of these 

discussions and negotiations (the “Revised Equity Backstop Commitment Letters”) with 

affiliates of the 13D Parties. On September 9, PG&E Corp. entered into the Revised Equity 

Backstop Commitment Letters with certain affiliates of the 13D Parties for aggregate 

commitments of $1.5 billion, and such backstop commitment letters were filed with the Court as 

an exhibit to the Debtors’ “Summary of Key Elements of Debtors’ Joint Chapter 11 Plan of 

Reorganization”. [Docket No. 3844] 

10. Shortly after entering into the Revised Equity Backstop Commitment Letters, the 

Debtors reached a settlement with the Ad Hoc Group of Subrogation Claim Holders. As the 

Revised Equity Backstop Commitment Letters did not incorporate this settlement, the Company 

and the 13D Parties negotiated a revised form of backstop commitment letter that was publicly 

disclosed on September 13, 2019 via a Current Report on Form 8-K (the “Amended Equity 

Backstop Commitment Letter”), which, among other matters, reflected contemplated 

amendments to the Company’s Plan of Reorganization to incorporate the subrogation settlement 

and the related increase of the “Wildfire Claims Cap” set forth in the Revised Equity Backstop 

Commitment Letters to $18.9 billion (subject to certain exclusions from, and adjustments to, such 

$18.9 billion figure). 

11. The Company initiated a process to obtain an additional $12.5 billion of equity 

commitments on September 14, 2019. The Amended Equity Backstop Commitment Letter 

contemplated a $14 billion total equity raise, with the capital being provided by shareholders and 

non-shareholders (the “Equity Backstop Commitments”). Of the $14 billion of Equity Backstop 

Commitments, 60% was available only to shareholders who offered Equity Backstop 

Commitments to the Company, to be further allocated among such shareholders based on 

shareholdings. The other 40% of the Equity Backstop Commitments was made available to 

shareholders and non-shareholders who offered Equity Backstop Commitments to the Company, 

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which was to be further allocated pro rata based on the amount of Equity Backstop Commitments 

offered by such parties. All parties were permitted to include in their shareholdings shares 

purchased between the time they delivered their commitments and the allocation date. 

12. As part of this process, Lazard distributed the form backstop agreement to a diverse 

group of accredited investors (as defined in Rule 501 of Regulation D under the Securities Act of 

1933, as amended). The Debtors actively engaged with non-shareholders during this process and, 

overall, provided non-shareholders with a meaningful opportunity to participate in the Equity 

Backstop Commitments. In addition, the Company provided an investor presentation to such 

accredited investors that described the backstop commitment structure and other key information 

about the Debtors and the Chapter 11 Cases. The Company also hosted an informational meeting 

on September 17, 2019 and the Company and Lazard engaged with potential investors via 

individual phone calls and one-on-one meetings. Any accredited investors that expressed interest 

to the Company or Lazard in participating in the backstop received a copy of the form of Amended 

Equity Backstop Commitment Letter. The Company addressed comments to the form of backstop 

commitment letter from certain of these investors in a further revised backstop agreement (“Final 

Equity Backstop Commitment Letter”) distributed on September 20, 2019 to parties that 

received the Amended Equity Backstop Commitment Letter. 

13. The Company accepted commitments from a total of 117 Equity Backstop Parties, 

which aggregated to a combined commitment of $15.1 billion, before giving effect to the allocation 

provisions in the Final Equity Backstop Commitment Letters (summarized above) that provided 

for an automatic reduction of Equity Backstop Commitments to an aggregate amount of $14 

billion. The Equity Backstop Parties owned a combined 269 million shares of the Company as of 

September 26, 2019, which represented approximately 51% of shares outstanding as of such date. 

The Debtors executed the Final Equity Backstop Commitment Letters on September 30, 2019. 

14. The Company and its advisors were able to negotiate several terms within the Final 

Equity Backstop Commitment Letter to the Company’s advantage relative to the terms of the 

Initial Equity Backstop Commitment Letter. The Debtors simplified the equity offering mechanics 

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from the Initial Equity Backstop Commitment Letter, and the Final Equity Backstop Commitment 

Letter is structured based on the price-to-earnings multiple the Debtors are able to achieve with 

respect to the future equity raises contemplated to occur closer to the Effective Date of the Debtors’ 

Plan. In the event that the price-to-earnings multiple implied by an equity raise is equal to or 

exceeds 13.5x2, the Debtors can pursue a Permitted Equity Offering (i.e., raise equity at best terms 

/ structure available in the market). If the price-to-earnings multiple implied by an equity raise is 

less than 13.5x2 but equals or exceeds 12.0x2, then the Debtors must raise at least 80% of equity 

proceeds through a Rights Offering, but may still consummate certain Permitted Equity Offerings 

for up to 20% of equity proceeds. The features of the Rights Offering, including freely tradeable 

rights and oversubscription privileges, are intended to allow all stakeholders to participate in the 

capital raise. At any multiple lower than the Rights Offering threshold multiple, the Debtors will 

rely on the Backstop Commitments, which are priced at 10.0x2. This structure helps ensure that 

the Debtors will be able to raise the anticipated necessary equity capital upon emergence from the 

Chapter 11 Cases. Absent the Backstop Commitments, the Debtors could face a situation where 

they seek to raise equity financing upon emergence from chapter 11 with no guarantee of 

availability or price. As ultimately negotiated, the Backstop Commitments mitigate this downside 

risk and provide flexibility for the Debtors to also raise equity financing at higher prices via a 

Rights Offering or a Permitted Equity Offering if there is sufficient demand in the public markets. 

Importantly, the equity investment contemplated by the Final Equity Backstop Commitment Letter 

is also structured in a manner that preserves the Debtors’ significant net operating loss 

carryforwards and other tax attributes, an important component to maximizing the value of the 

Debtors’ estates. 

15. As described above, the Debtors negotiated in the Final Equity Backstop 

Commitment Letter that in the event of a Rights Offering, the Company maintains the option of 

raising up to 20% of the total equity proceeds through another form of primary equity offering 

(e.g., a private placement), subject to certain consent rights of the Equity Backstop Parties in the 

2 Subject to adjustment in accordance with the Final Equity Backstop Commitment Letter.

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case of equity offerings that are not broadly syndicated. This flexibility could be valuable in 

bringing long-term utility investors back into the stock sooner and allowing the Company to 

diversify its shareholder base immediately upon emergence from chapter 11. The Initial Equity 

Backstop Commitment Letter featured no such option. 

16. Furthermore, the Debtors negotiated changes to the Equity Commitment Premium 

that deferred near-term cost and provided the Company with flexibility to seek alternative equity 

capital if circumstances change through June 30, 2020. As contemplated, the Equity Commitment 

Premiums, which can aggregate to up to 500 basis points in total, are divided into four components: 

i) 75 basis points of the Equity Commitment Premiums are earned on the later to occur 

of (a) the date that the Equity Backstop Parties and PG&E executed the Final Equity 

Backstop Commitment Letters and (b) Court approval of the Final Equity Backstop 

Commitment Letters, unless the Equity Backstop Commitment Letters have already 

been terminated; 

ii) 125 basis points of the Equity Commitment Premiums will be earned on the date, if 

any, on which the Equity Backstop Parties receive the First Extension Notice (as 

defined in the Final Equity Backstop Commitment Letters); 

iii) 250 basis points of the Equity Commitment Premiums will be earned on the date, if 

any, on which the Equity Backstop Parties receive the Second Extension Notice (as 

defined in the Final Equity Backstop Commitment Letters); and 

iv) 50 basis points of the Equity Commitment Premiums will be earned on the date, if any, 

on which the Equity Backstop Parties receive the Third Extension Notice (as defined 

in the Final Equity Backstop Commitment Letters). 

17. While there was an overall increase in the Equity Commitment Premium (versus 

the August 7, 2019 version), the construct in the Final Equity Backstop Commitment Letter affords 

the Debtors increased flexibility to defer fees over time and elect not to extend the Final Equity 

Backstop Commitment Letters in their discretion on any of the extension dates. I believe that this 

feature of the Final Equity Backstop Commitment Letters benefits the Debtors, because they only 

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incur an Equity Backstop Premium of 0.75% upon Court approval of the agreement and maintain 

the ability to pivot to a different financing option through January 20, 2020 before paying any 

incremental Equity Backstop Premiums. Such fees are necessary and market-based compensation 

for the Equity Backstop Parties; absent the Equity Commitment Premium, the Equity Backstop 

Parties would not have been willing to provide the Equity Backstop Commitments on present 

terms. 

18. Based upon analysis conducted by Lazard of equity backstop commitments 

provided since 2016, the total aggregate Equity Commitment Premiums (5.0%) appears 

comparable to, or less than, other equity backstop commitment premiums that have been agreed 

and approved by other Bankruptcy Courts in order to finance chapter 11 plans. Furthermore, the 

optionality provided to PG&E Corp. in terms of its ability to exercise or forego extensions of the 

Equity Backstop Commitments in its discretion allows the Debtors to potentially replace the Equity 

Backstop Commitments with a different form of financing, and otherwise provides unprecedented 

flexibility. 

19. Furthermore, the reimbursement of reasonable fees and expenses of Jones Day, 

legal advisor to certain of the Equity Backstop Parties, of up to $17.0 million and a financial 

advisor to certain of the Equity Backstop Parties of up to $19.0 million, as contemplated by the 

Final Equity Backstop Commitment Letters, is a necessary component of the agreement and 

without which the equity capital would not otherwise have been provided on the present terms. 

Based on the totality of the circumstances, I believe that the full Equity Commitment Premium of 

5.0%, in addition to the expense reimbursement structure described above, is fair and reasonable. 

20. In addition to the work on the Final Equity Backstop Commitment Letters, the 

Debtors have been working in parallel with money-center banks to ensure needed access to debt 

capital at emergence. The Debtors’ Joint Chapter 11 Plan of Reorganization filed on September 

9, 2019 and amended on September 23, 2019 (the “Plan of Reorganization”) contemplates up to 

$34.35 billion of new debt financing, consisting of $27.35 billion at the Utility and $7.0 billion at 

PG&E Corp. to refinance their current capital structure and fund their emergence from chapter 

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11. The Plan of Reorganization seeks to maximize the value of the Debtors’ estates by refinancing 

pre-petition Utility debt with less expensive secured bonds at market rates. With respect to prepetition long-term bonds at the Utility, this new debt could save the Debtors over $170 million per 

year in interest expense, resulting in nearly $1.5 billion (on a net present value basis) accruing to 

the benefit of the Debtors’ ratepayers. 

21. Since the second quarter of 2019, the Debtors and their advisors have maintained 

ongoing dialogue with money-center banks to discuss debt financing options relative to the 

Debtors’ emergence from chapter 11. These conversations ultimately culminated in five banks 

providing highly confident letters (“HCLs”) relative to raising debt and equity financing at 

emergence; the Debtors provided these HCLs to the Court as part of the September 9, 2019 filing 

of their Plan of Reorganization. Furthermore, throughout the course of the third quarter, several 

banks developed illustrative debt financing structures and term sheets for presentation to the 

Debtors, to assist the Debtors in considering exit financing options. 

22. In late September 2019, following the filing of the second motion of the Ad Hoc 

Noteholder Committee to terminate the Debtors’ exclusive periods, the Board determined that the 

Company should seek to obtain committed debt financing to bolster the confidence of claimants, 

financial creditors, equityholders, ratepayers and other stakeholders that the Debtors’ Plan of 

Reorganization, the best available alternative, can be consummated in accordance with statutory 

requirements. Much like the Final Equity Backstop Commitment Letters, committed bridge 

financing would act as a backstop for the debt capital necessary to effectuate the Debtors’ Plan of 

Reorganization. Bridge financing is short-term in nature (usually with a maturity within one year) 

and commonly used to provide certainty of execution on large, complex transactions by offering 

protection against market dislocation that could frustrate access to regular-way capital markets 

transactions at a later date. In the case of the Debtors, and as is typical, it is not expected that the 

bridge financing would be drawn. However, even if funded, the bridge financing would likely be 

refinanced well in advance of its 364-day maturity. The bridge financing commitments will allow 

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the Debtors to proceed with the prosecution of their Plan of Reorganization in a manner that will 

allow them to successfully emerge from chapter 11. 

23. Following the Company’s decision to obtain bridge financing commitments, the 

Debtors and their advisors commenced negotiations regarding bridge financing commitments, 

with the intention of finalizing the commitments by October 4, 2019, in advance of the October 7, 

2019 hearing on the motion to terminate the Debtors’ exclusivity. As such, the Debtors and their 

advisors contacted money-center banks on September 25 and 26 requesting initial proposals for 

bridge financing commitments. The Company and Lazard contacted nine leading banks and 

requested term sheet proposals for total Utility bridge commitments of $27.35 billion and PG&E 

Corp. bridge commitments of $7.0 billion. All of the aforementioned banks delivered proposals 

by October 1, 2019. 

24. After analysis of the initial proposals, which the Debtors evaluated based on a 

number of metrics, including the proposed terms and fees, the cost and certainty of the 

commitments, the experience and reputations of the parties and the ability of such banks to work 

collaboratively with the Debtors, the Debtors developed and shared a counterproposal based on 

anticipated market-clearing terms and selected JPMorgan, Citi, Bank of America, Barclays and 

Goldman Sachs as initial commitment parties (the “Initial Bridge Commitment Parties”)3. It is 

currently contemplated that additional banks will be included in the final syndication to broaden 

lender exposure. The Board approved the Debtors’ entry into the bridge commitments on October 

11, 2019; the Debtors executed the bridge commitments on the same day (the “Bridge 

Commitments”). 

25. Subject to the terms of the Bridge Commitment Letters and Bridge Fee Letters, the 

Debtors are obligated to pay certain fees (the “Bridge Fees”) to the Bridge Commitment Parties 

to compensate them for their Bridge Commitments. Similar to the Equity Commitment Premiums 

in the Final Equity Backstop Commitment Letters, the Bridge Fees are necessary and market-based 

3 The Initial Bridge Commitment Parties are also engaged to act as arrangers and 

underwriters for market-based “take-out financing” through a combination of bank debt and 

bond placement at both PG&E Corp. and the Utility.

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compensation for the Bridge Commitment Parties, and, absent the Bridge Fees, the Initial Bridge 

Commitment Parties would not be willing to provide the Bridge Commitments. If the entire $34.35 

billion in Bridge Commitments remain open until June 30, 2020 (i.e., the statutory confirmation 

deadline), the aggregate Bridge Fees payable by the Debtors with respect to such Bridge 

Commitments would be approximately $210 million. 

26. In addition to the Bridge Fees, the Debtors would be required to pay additional 

amounts (including fees and interest) if the Bridge Commitments are actually drawn at emergence 

from chapter 11. The pricing of the Bridge Commitments, summarized below, provides certainty 

to the Debtors of the availability and cost of debt capital if the bridge is utilized upon exit from 

chapter 11. Furthermore, the Bridge Commitments have added significance here given the 

importance of timely emergence to obtain the benefits of the AB 1054 wildfire fund and limited 

ability to delay emergence to allow credit markets to settle if there is volatility in the markets at 

the time of emergence. The interest rates associated with the Bridge Commitments are as follows: 

i) for the Utility: L+112.5-175 bps (subject to a credit rating grid); 25 bps increase every 

90 days; maximum 75 bps increase; and 

ii) for PG&E Corp.: L+175-225 bps (subject to a credit rating grid); 25 bps increase every 

90 days; maximum 75 bps increase. 

27. As a result of negotiations led by the Company and Lazard, the Bridge Fees were 

negotiated down relative to the initial proposals and are structured so that payment is staggered 

over time (consistent with the fee construct in the Final Equity Backstop Commitment Letters); 

the Bridge Commitments can be reduced or terminated to the extent there are changes to the 

financing needs or the Debtors’ Plan of Reorganization, including any determination to reinstate 

pre-petition debt. Furthermore, fees are only payable upon receipt of Bankruptcy Court approval. 

In my experience and based on analysis conducted by Lazard of financing fees for large bridge 

financing transactions since 2014, the terms are consistent with (or better than) those for similarly 

large, complex transactions. I believe that the Bridge Fees were the subject of arms’-length and 

good faith negotiations between the Debtors and the Initial Bridge Commitment Parties, are 

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integral components of the overall terms of the Bridge Commitments, were required by the Initial 

Bridge Commitment Parties as consideration for the extension of the Bridge Commitments and 

are reasonable under the circumstances. 

28. I believe the Equity Backstop Commitments and the Bridge Commitments align the 

incentives of the Debtors with those of leading financial institutions in favor of the ultimate success 

of the Debtors’ Plan of Reorganization. These financial institutions have committed significant 

capital (and incurred reputational risk) to ensure the viability of the Debtors’ Plan of 

Reorganization and I believe therefore have an interest in seeing it through to completion. I believe 

these commitments also enhance the confidence of claimants, financial creditors, equityholders, 

ratepayers and other stakeholders that the Debtors will emerge from chapter 11 as a financially 

sound utility. 

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I declare under penalty of perjury that, to the best of my knowledge and after 

reasonable inquiry, the foregoing is true and correct. 

Dated: October 23, 2019 

/s/ Kenneth S. Ziman 

 Kenneth S. Ziman 

Case: 19-30088 Doc# 4447 Filed: 10/23/19 Entered: 10/23/19 20:25:05 Page 14

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