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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

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,

Bankruptcy Case No. 19-30088 (DM) 

Chapter 11 (Lead Case) (Jointly Administered) 

DECLARATION OF JASON P. WELLS IN SUPPORT 

OF DEBTORS’ MOTION PURSUANT TO 11 U.S.C. 

§§ 363(b) AND 105(a) AND FED. R. BANKR. P. 6004 

AND 9019 FOR ENTRY OF AN ORDER 

(I) AUTHORIZING THE DEBTORS AND TCC TO 

ENTER INTO RESTRUCTURING SUPPORT 

AGREEMENT WITH THE TCC, CONSENTING 

FIRE CLAIMANT PROFESSIONALS, AND 

SHAREHOLDER PROPONENTS, AND 

(II) GRANTING RELATED RELIEF 

Date: December 17, 2019

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

Place: United States Bankruptcy Court, 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: December 13, 2019, 4:00 p.m. (PT)

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# 5039 Filed: 12/09/19 Entered: 12/09/19 16:56:11 Page 1 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

I, Jason P. Wells, pursuant to section 1746 of title 28 of the United States Code, hereby 

declare under penalty of perjury that the following is true to the best of my knowledge, information, and 

belief: 

I am the Executive Vice President and Chief Financial Officer of PG&E Corporation 

(“PG&E Corp.”). Pacific Gas and Electric Company (the “Utility” and, together with PG&E Corp., 

the “Debtors”) is a wholly-owned subsidiary of PG&E Corp. In 2007, I joined PG&E Corp. as the 

Director of Technical Accounting and was promoted to Senior Director of Corporate Accounting and 

Assistant Controller in 2008. I became Vice President, Finance of PG&E Corp. in October 2011, and 

became Vice President, Business Finance of PG&E Corp. in August 2013, and became Senior Vice 

President and Chief Financial Officer in January 2016. I was appointed to my current position at PG&E 

Corp. in June 2019. I have a bachelor’s degree and a master’s degree in accounting from the University 

of Florida and I am a Certified Public Accountant in the State of Florida. 

I am authorized to submit this Declaration (the “Declaration”) on behalf of the Debtors 

in support of the Debtors’ Motion Pursuant to 11 U.S.C. §§ 363(b) and 105(a) and Fed. R. Bankr. P. 

6004 and 9019 for Entry of an Order (I) Authorizing the Debtors and TCC to Enter into Restructuring 

Support Agreement with the TCC, Consenting Fire Claimant Professionals and Shareholder 

Proponents, and (II) Granting Related Relief (the “Motion”), filed contemporaneously hereto.1 The 

facts set forth in this Declaration are based upon my personal knowledge, my review of relevant 

documents, and information reviewed by me in the course of my duties and responsibilities. If called 

upon to testify, I would testify to the facts set forth in this Declaration. 

The Debtors filed these Chapter 11 Cases with the goal of achieving a fair, equitable, and 

expeditious resolution of billions of dollars in liabilities arising from the 2017 and 2018 Northern 

California fires (including Tubbs) and the 2015 Butte Fire. Today, I believe the Debtors are significantly 

closer to realizing this goal, having reached, with the assistance of the Court-appointed mediator, a third, 

fundamentally important settlement to compromise previously unresolved claims of, in my view, the last 

1

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

in the Motion. 

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key constituency in these Chapter 11 Cases—the individual fire claimants. Pursuant to that certain 

Restructuring Support Agreement dated December 6, 2019 (the “Tort Claimants RSA”) among the 

Debtors, the TCC, the law firms that I understand represent individuals holding approximately 70% in 

number of prepetition fire claims filed against the Debtors (the “Consenting Fire Claimant 

Professionals,” as defined in the Tort Claimants RSA), and certain funds and accounts I understand are 

managed by Abrams Capital Management, LP and Knighthead Capital Management, LLP (the 

“Shareholder Proponents”), the parties have resolved, among other things, the treatment and discharge 

of individual fire claims under the Debtors’ Amended Plan (as defined below) in compliance with AB 

1054. Pursuant to the Tort Claimants RSA, under the Debtors’ Amended Plan, over $36 billion in 

prepetition fire liabilities that I understand have been asserted by the TCC and its constituency in these 

Chapter 11 Cases will be resolved through the contribution of cash and stock with an aggregate value of 

$13.5 billion and the assignment of certain rights and causes of action to a trust established for the benefit 

of the fire claimants. The settlement is embodied in the Tort Claimants RSA and term sheet annexed 

thereto as Exhibit A (the “Term Sheet”), and will be implemented pursuant to, and incorporated in, an 

amendment to the Debtors’ Joint Chapter 11 Plan of Reorganization, dated November 4, 2019 [Docket 

No. 4564] (as further amended, modified, or supplemented in accordance with the terms of the Tort 

Claimants RSA and Term Sheet, the “Amended Plan”). The Tort Claimants RSA (including the Term 

Sheet) is attached as Exhibit A to the Motion. The Debtors intend to file the Amended Plan on or prior 

to December 12, 2019. The Term Sheet summarizes the treatment of prepetition fire claims that will be 

set forth in the Amended Plan. The Debtors and the Shareholder Proponents will be co-proponents of 

the Amended Plan. 

The principal terms of the Tort Claimants RSA and Term Sheet are summarized in the 

Motion and I am familiar with such terms and provisions. The Tort Claimants RSA and Term Sheet are 

the product of extensive, good faith, arm’s-length negotiations and mediation involving multiple parties 

spanning multiple weeks. Both the Tort Claimants RSA and Term Sheet reflect the heavily negotiated 

resolution of a number of critical, substantive issues among the Debtors, the TCC, the Consenting Fire 

Claimant Professionals, and the Shareholder Proponents. These include the following: 

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

 The Tort Claimants RSA and Term Sheet fully resolve the Amended 

Plan’s treatment of all prepetition fire claims for consideration having a 

value of approximately $13.5 billion.2 This represents a settlement and 

resolution of the over $36 billion in such claims previously asserted by 

the TCC and its constituency. 

 I believe the Tort Claimants RSA eliminates any reason or basis to 

continue the protracted competing chapter 11 plan process. Under the 

Tort Claimants RSA, the TCC and the Consenting Fire Claimant 

Professionals will support the Amended Plan. The TCC will 

recommend holders of Fire Victim Claims vote to accept the Amended 

Plan, and the Consenting Fire Claimant Professionals will use all 

reasonable efforts to encourage their clients (who, it has been 

represented to me, hold approximately 70% of the prepetition fire 

claims, which the Debtors’ professionals have informed me total in 

excess of 70,000 claims) to support and vote in favor of the Amended 

Plan, which I believe will greatly facilitate the Debtors’ ability to 

successfully and timely emerge from chapter 11 by the June 30, 2020 

confirmation deadline established in AB 1054. Further, upon approval 

of the Tort Claimants RSA, the TCC will withdraw its support and cease 

to be a co-proponent of the Joint Chapter 11 Plan of Reorganization of 

Official Committee of Tort Claimants and Ad Hoc Committee of Senior 

Unsecured Noteholders (including any amended or modified version 

thereof, the “Alternative Plan”). As a result, I expect four major 

constituencies (the TCC and individual fire claimants, the Subrogation 

Claimants, the Public Entities, and the Shareholder Proponents) will be 

fully supportive of one plan—the Debtors’ Amended Plan. 

 The Tort Claimants RSA eliminates the substantial costs, risks and 

uncertainties attendant to the estimation of the Fire Victim Claims and 

the Tubbs Cases. 

 I understand all other classes of claims under the Debtors’ Amended 

Plan will be unimpaired, so I expect approval of the Tort Claimants RSA 

will expedite the successful conclusion of the Chapter 11 Cases and 

distributions to holders of Fire Claims. 

The Debtors have already complied with the provisions of the Tort Claimants RSA 

requiring the Debtors to provide the Governor with a draft of the Amended Plan by December 6, 2019 

at 7:00 p.m. (PT), and with the information necessary for the Governor and his counsel and advisors to 

2

 This excludes the previously settled Subrogation Wildfire Claims and Public Entities Wildfire Claims, 

but includes federal and state claims asserted by the DOJ, FEMA, and certain California State agencies 

(including Cal OES and CAL FIRE). 

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evaluate the Amended Plan and the restructuring transactions provided therein. Additionally, the 

Debtors have commenced discussions to settle the Tubbs Cases. 

I believe that entry into the Tort Claimants RSA represents a sound exercise of the 

Debtors’ business judgment and that the terms of the Tort Claimants RSA and Term Sheet are fair and 

reasonable and in the best interests of the Debtors, their estates, creditors, and all other stakeholders. I 

believe the Tort Claimants RSA not only reflects a substantial compromise of the asserted Fire Victim 

Claims, but will also expedite the successful resolution of these Chapter 11 Cases by dispensing with the 

pending estimation proceedings and the costs, expenses, and uncertainty associated therewith, and 

paving the way toward confirmation of the Amended Plan well in keeping with the June 30, 2020 

deadline established under AB 1054. 

Prior to entering into the Tort Claimants RSA, the Debtors’ management and Board of 

Directors (the “Board”), with the assistance and advice of their retained professionals, fully evaluated 

the Fire Victim Claims and the assertions of the TCC and of the firms representing the individual 

claimants regarding the value of such claims, as well as the risks of ongoing litigation. The Fire Victim 

Claims represent an uncertain but potentially large exposure that the TCC has alleged could exceed $36 

billion. The Debtors’ Board and management have weighed this potential exposure against the costs, 

burdens, and uncertainties of further litigation and determined that resolving the Fire Victim Claims as 

provided in the Tort Claimants RSA is a prudent exercise of business judgment on behalf of the Debtors. 

The negotiations culminating in the Tort Claimants RSA and Term Sheet were discussed 

with management and the Board during the negotiation process. The Board and management have been 

presented with data, information, and analysis pertaining to the estimation of the Debtors’ potential 

liability with respect to the Fire Victim Claims on multiple occasions and thoroughly evaluated, with the 

assistance of outside counsel and advisors, all aspects of the Tort Claimants RSA and Term Sheet. The 

result of those deliberations was the decision to enter into the Tort Claimants RSA. 

If the Tort Claimants RSA is not approved, the Fire Victim Claims would be subject to 

the pending estimation proceedings before the District Court and this Court, and a jury trial in the 

California State Superior Court. It is my understanding that estimation of the Fire Victim Claims will 

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be a time consuming, expensive, and highly uncertain process involving complicated issues of state and 

federal law and fact-specific issues relating to causation, liability, and damages involving not less than 

twenty-two separate wildfires and literally thousands of individual loss claims. With respect to the Tubbs 

fire, the most severe 2017 fire, although I and the Debtors’ Board believe, as confirmed by Cal FIRE, 

that the Debtors’ equipment was not involved, I have been advised that there can be no certainty that a 

jury in California Superior Court would not reach a different conclusion. Additionally, as stated, I also 

believe the Tort Claimants RSA avoids the risks and uncertainties of the estimation proceedings to the 

Debtors and their other economic stakeholders with respect to a major claims constituency, providing 

greater certainty to the plan process and the Debtors’ ability to timely emerge from chapter 11. 

In view of the magnitude of the asserted Fire Victim Claims, the risks, uncertainties and 

expense attendant to litigation of such claims and other factors noted above, I believe, and the Debtors’ 

Board also concluded, that entry into the Tort Claimants RSA is fair and reasonable and represents a 

sound exercise of the Debtors’ business judgment. I believe, and the Debtors’ Board agrees, that the 

Aggregate Fire Victim Consideration to be paid under the Tort Claimants RSA and Term Sheet having 

a value of $13.5 billion is a reasonable compromise between the Debtors’ current estimate of accrued 

liabilities on account of uninsured and underinsured fire claims of $8.4 billion and the TCC’s asserted 

$36 billion of such claims. Entry into the Tort Claimants RSA avoids the risks of an adverse litigated 

outcome that could be severely detrimental to the recoveries of the other creditor constituencies, and it 

serves to expedite the administration of these cases and distributions to holders of allowed claims. 

As stated above, I believe the Tort Claimants RSA represents a major milestone and 

achievement in these Chapter 11 Cases. It is a major achievement critical to advancing these Chapter 

11 Cases to a timely and successful conclusion. Accordingly, I believe that the Tort Claimants RSA and 

Term Sheet should be approved. 

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