DECLARATION OF JOHN R. BOKEN ISO DEBTORS’

MOTION TO CONFIRM INTERIM WAGE ORDER

1 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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) 

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 

Proposed 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 R. BOKEN IN SUPPORT 

OF MOTION CONFIRMING INTERIM ORDER 

AUTHORIZING DEBTORS TO (I) PAY 

PREPETITION WAGES, SALARIES, WITHHOLDING 

OBLIGATIONS AND OTHER COMPENSATION AND 

BENEFITS; (II) MAINTAIN EMPLOYEE WAGE AND 

BENEFITS PROGRAMS; AND (III) PAY RELATED 

ADMINISTRATIVE OBLIGATIONS 

Date: February 13, 2019 

Time: 1:00 p.m. (prevailing Pacific time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

San Francisco, CA 94102

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# 418 Filed: 02/12/19 Entered: 02/12/19 18:06:43 Page 1 of 4
DECLARATION OF JOHN R. BOKEN ISO DEBTORS’

MOTION TO CONFIRM INTERIM WAGE ORDER

2 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

I, John R. Boken, hereby declare that the following is true and correct to the best of my 

knowledge, information, and belief: 

1. I am a Managing Director in the Turnaround Restructuring Services practice of 

AlixPartners, LLP, which is an affiliate of both AlixPartners, LLC and AP Services, LLC (“APS”), 

which will provide interim management services, described further below, to Pacific Gas and Electric 

Corporation and Pacific Gas and Electric Company, as debtors and debtors-in-possession (collectively, 

“PG&E” or the “Debtors” and together with their non-Debtor subsidiaries, the “Company”) in the 

above-captioned Chapter 11 Cases (the “Chapter 11 Cases”). I have been appointed by the PG&E 

Board of Directors to serve as the Deputy Chief Restructuring Officer (“Deputy CRO”) for the Debtors 

and will be serving in that capacity pursuant to an engagement letter that the Company has entered into 

with APS, subject to Court approval. 

2. I submit this Declaration in support of the Debtors’ Motion (the “Motion”) 

[Docket No. 392] for an order confirming the interim relief approved in the Court’s Order, dated January 

31, 2019, [Docket No. 210] (the “Interim Employee Wage Order”), with respect to the Motion of 

Debtors Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 507 and Fed. R. Bankr. P. 6003 and 6004 for 

Interim and Final Authority to (I) Pay Prepetition Wages, Salaries, and other Compensation and 

Benefits; (II) Maintain Employee Benefit Programs; and (III) Pay Related Administrative Obligations

filed on January 29, 2019 [Docket No. 8] (the “Employee Wage Motion”).1

3. I have more than 28 years of corporate restructuring experience. I have led over 

75 restructuring projects in a wide variety of industries, including energy, construction, health care, 

manufacturing, homebuilding, retail, and agriculture. In doing so, I have developed expertise in 

resolving day-to-day operational issues, devising business turnaround strategies, formulating debt 

restructuring plans, and divesting of unprofitable and/or non-strategic operations and assets. I also have 

significant experience designing creative solutions to the complex operating and capital structure 

problems that exist in large restructuring cases. I have served as Chief Restructuring Officer, and in 

other senior management capacities, in other large, complex chapter 11 cases. I have also assisted 

 

1

 Capitalized terms used but not defined herein have the meanings ascribed to them in the 

Employee Wage Motion. 

Case: 19-30088 Doc# 418 Filed: 02/12/19 Entered: 02/12/19 18:06:43 Page 2 of 4
DECLARATION OF JOHN R. BOKEN ISO DEBTORS’

MOTION TO CONFIRM INTERIM WAGE ORDER

3 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

numerous companies in restructuring situations in an advisory capacity. Examples of situations where I 

have had a material leadership role in the restructuring are: President and COO of NRG Energy, CEO 

of Entegra Power Group, CEO of TOUSA, CRO of Flying J, CRO of Homer City Generation, CEO of 

SolarWorld Americas, and restructuring advisor to Southern California Edison. 

4. I hold a Bachelor of Science degree in commerce-finance from the University of 

Santa Clara. I am a Certified Public Accountant (inactive) and a Certified Insolvency and Restructuring 

Advisor. I am also a member of the Association of Insolvency and Restructuring Advisors, the American 

Bankruptcy Institute and the Turnaround Management Association. I have been a regular speaker and 

panelist at seminars and conferences on issues relating to financially distressed companies. 

5. Prior to the Petition Date, AlixPartners, LLC was engaged to provide financial 

advisory and other restructuring related services to the Debtors, and I have worked with the Debtors 

since November 2018. In my capacity as proposed Deputy CRO, as well as my work with the Debtors 

prior to the Petition Date, I have become knowledgeable and familiar with the Debtors’ day-to-day 

operations, business, and financial affairs. 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 

or the Debtors’ legal, restructuring, and financial advisors. 

6. Subsequent to the entry of the Interim Employee Wage Order, the Debtors 

discovered that outstanding Compensation owed to approximately thirty (30) Employees (collectively, 

the “Impacted Employees”) with respect to the prepetition period exceeded the $12,850 cap. The 

aggregate amount in excess of the cap for such Impacted Employees is approximately $260,000, or an 

average of approximately $8,650 per Employee (collectively, the “Outstanding Compensation”). In 

addition, the Outstanding Compensation amounts range from approximately $230.00 to approximately 

$50,000 per Employee. It is my understanding that all but three of such Impacted Employees are Union 

Represented Employees. None of the Impacted Employees are officers or Insiders. 

7. Attached as Exhibit A is a chart that sets forth, for each Impacted Employee, a 

description of the position of such Impacted Employee and the amount of Compensation in excess of 

$12,850 that the Debtors seek authority to pay by the Motion. 

8. In addition, in the Employee Wage Motion, the Debtors described their Relocation 

Case: 19-30088 Doc# 418 Filed: 02/12/19 Entered: 02/12/19 18:06:43 Page 3 of 4
DECLARATION OF JOHN R. BOKEN ISO DEBTORS’

MOTION TO CONFIRM INTERIM WAGE ORDER

4 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

Program, which is one of the Employee Benefits Programs with respect to which the Interim Employee 

Wage Order authorized the Debtors to pay prepetition obligations and continue to maintain. 

9. Subsequent to the entry of the Interim Employee Wage Order, the Debtors became 

aware of certain relocation-related payments owed to approximately twenty-one (21) Union Represented 

Employees that were not included in the amounts relating to the Relocation Program set forth in the 

Employee Wage Motion. These amounts relate to payments to such Union Represented Employees in 

consideration of them being moved to new work locations and were negotiated with the Unions in 

connection with the consolidation of certain functions provided by the Union Represented Employees 

(collectively, the “Additional Relocation Payments”). The Additional Relocation Payments are 

between $20,000 and $25,000 per Employee for an aggregate amount of approximately $500,000. For 

almost all of the outstanding amounts – approximately $415,000 of the $500,000 – the affected Union 

Represented Employees do not earn the payment until they have reported to the new location, and such 

reporting has not yet occurred for seventeen of the twenty-one Union Represented Employees entitled 

to these payments. 

Pursuant to section 1746 of title 28 of the United States Code, I declare under the penalty 

of perjury that the foregoing is true and correct. 

Dated: February 12, 2019 By: ____________

 John Boken 

Case: 19-30088 Doc# 418 Filed: 02/12/19 Entered: 02/12/19 18:06:43 Page 4 of 4