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HOSTETLER LLP

ATTORNEYS AT LAW

SAN FRANCISCO

Robert A. Julian (SBN 88469)

Cecily A. Dumas (SBN 111449)

BAKER & HOSTETLER LLP

1160 Battery Street, Suite 100

San Francisco, CA 94111

Telephone: 628.208.6434

Facsimile: 310.820.8859

Email: rjulian@bakerlaw.com

Email: cdumas@bakerlaw.com

Eric E. Sagerman (SBN 155496)

David J. Richardson (SBN 168592)

Lauren T. Attard (SBN 320898)

BAKER & HOSTETLER LLP

11601 Wilshire Blvd., Suite 1400

Los Angeles, CA 90025-0509

Telephone: 310.820.8800

Facsimile: 310.820.8859

Email: esagerman@bakerlaw.com

Email: drichardson@bakerlaw.com

Email: lattard@bakerlaw.com

Counsel for Official Committee of Tort Claimants

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

In re:

PG&E CORPORATION

-andPACIFIC 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)

DECLARATION OF BRENT C. 

WILLIAMS IN SUPPORT OF 

RESPONSE OF OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

TO DEBTORS’ RESTATED 

RESTRUCTURING SUPPORT AND 

SETTLEMENT AGREEMENT WITH 

THE CONSENTING SUBROGATION 

CLAIMHOLDERS [DKT NO. 4554-1]

Case: 19-30088 Doc# 4631 Filed: 11/08/19 Entered: 11/08/19 15:49:35 Page 1 of

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SAN FRANCISCO

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1. I, Brent C. Williams, am a Managing Director and Co-Head of Lincoln's Special 

Situations Group at Lincoln Partners Advisors LLC (“Lincoln”), which has its principal office at 

500 West Madison Street, Suite 3900 Chicago, IL. I am authorized to execute this declaration on 

behalf of Lincoln. Unless otherwise stated in this declaration, I have personal knowledge of the 

facts set forth herein.

2. Lincoln is the financial advisor to the Official Committee of Tort Claimants (the 

“TCC”) of PG&E Corporation and Pacific Gas and Electric Company (the “Debtors”) in these 

chapter 11 cases.

3. I submit this Declaration in support of the TCC’s response to the Debtors’ restated 

Restructuring Support and Settlement Agreement with the Consenting Subrogation Claim Holders.

4. The TCC requested that Lincoln prepare an analysis of the overlapping subrogation 

claim holders and equity holders. For this analysis, we consulted the Fifth Amended Verified 

Statement of the Ad Hoc Group of Subrogation Claim Holders Pursuant to Bankruptcy Rule 2019, 

dated October 18, 2019, (Dkt. No. 4302) and the Fourth Amended Verified Statement of Jones Day 

Pursuant to Federal Rule of Bankruptcy Procedure 2019 dated October 21, 2019, (Dkt. No. 4355). 

Our analysis is attached hereto as EXHIBIT A. 

5. The TCC requested that Lincoln evaluate the impact of the subrogation claim 

holders receiving $11 billion in cash under the Debtors’ proposed plan and the potential 

consideration that would remain, including cash and stock, to the fire victims. For this analysis, 

we evaluated the Debtors’ proposed plan of reorganization, which provides the Other Wildfire 

Claims (as defined in the Debtors’ plan) with $8.4 billion in cash or non-cash consideration, at the 

Debtors’ sole discretion, as compared to the Bondholder/TCC plan, which provides the fire victims 

with $13.5 billion, split equally between cash and equity. In order for the Debtors’ plan to provide 

Fire Claimants with $13.5 billion of total consideration as provided for in the Bondholder/TCC 

Plan, it is likely that a significant portion of the total consideration to Other Wildfire Claims would 

be provided in the form of equity and other non-cash consideration.

6. The TCC requested that Lincoln research whether current equity holders 

participated in the proxy battle to elect the current Board of Directors of the Debtors. Attached 

Case: 19-30088 Doc# 4631 Filed: 11/08/19 Entered: 11/08/19 15:49:35 Page 2 of

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ATTORNEYS AT LAW

SAN FRANCISCO

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hereto as EXHIBIT B is a true and correct copy of Schedule 13D, dated March 8, 2019, as it 

pertains to Knighthead Capital Management, LLC, which states the following on page 4:

On March 8, 2019, the Reporting Person and two other shareholders, Redwood 

Capital Management, LLC, a Delaware limited liability company, and Abrams 

Capital Management, L.P., a Delaware limited partnership (collectively, the “Other 

Shareholders”), had an initial joint conference call, together with financial advisers 

and counsel, to discuss the status of discussions with representatives of the 

Company regarding the Board refreshment and CEO selection processes. During 

their telephone conference, each of the Reporting Person and the Other 

Shareholders mutually agreed to act in concert to submit director candidate 

nominations to the Company if they collectively determined nominations to be 

appropriate. 

The agreement is attached thereto as Ex. 99.1 A New York Times article dated April 3, 2019, 

attached hereto as EXHIBIT C, reported that “PG&E said its management had discussed the 

selection of a new chief executive and board members with three investment firms: Abrams Capital 

Management, Knighthead Capital Management and Redwood Capital Management. The firms, 

according to PG&E, support Mr. Johnson and the new board.”

7. The TCC requested that Lincoln research the amount that Baupost Group LLC paid 

for their subrogation claims. Attached hereto as EXHIBIT D is a true and correct copy of an article 

dated September 13, 2019 from the Wall Street Journal entitled “Klarman’s Baupost Poised to Cash 

In On PG&E Insurance Bet.” The article states that “Baupost paid 30 cents on the dollar to 35 

cents on the dollar for a significant number of California wildfire claims in late 2018 and early 

2019.”

Pursuant to 28 U.S.C. §1746, I declare under penalty of perjury under the laws of the United States 

of America that the foregoing is true and correct to the best of my knowledge and belief. 

Dated: New York, New York

November 8, 2019 

Brent C. Williams

Case: 19-30088 Doc# 4631 Filed: 11/08/19 Entered: 11/08/19 15:49:35 Page 3 of

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