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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,

Bankruptcy Case No. 19-30088 (DM)

Chapter 11 

(Lead Case) 

(Jointly Administered) 

DECLARATION OF KENNETH S. ZIMAN 

IN SUPPORT OF DEBTORS’ MOTION 

PURSUANT TO BANKRUPTCY CODE 

SECTIONS 105(A) AND 107(B) AND 

BANKRUPTCY RULE 9018 FOR ENTRY 

OF AN ORDER AUTHORIZING (A) THE 

FILING UNDER SEAL OF THE BRIDGE 

FEE LETTERS AND (B) THE 

REDACTION OF CERTAIN PORTIONS 

OF THE DEBT FINANCING 

ENGAGEMENT LETTERS 

[No Hearing Requested] 

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# 4449 Filed: 10/23/19 Entered: 10/23/19 20:29:00 Page 1 of

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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 of Lazard Frères & Co. LLC 

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

York, New York 10112. I submit this declaration (the “Declaration”) in support of the Debtors’ 

Motion Pursuant to Bankruptcy Code Sections 105(a) and 107(b) and Bankruptcy Rule 9018 for Entry 

of an Order Authorizing (i) the Filing Under Seal of the Bridge Fee Letters and (ii) the Redaction of 

Certain Portions of the Debt Financing Engagement Letters (the “Motion”).1

2. 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 and knowledge of the Debtors’ business, 

operations, and financial challenges. 

3. Lazard currently serves as advisor to the Debtors in their chapter 11 cases (the 

“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. 

4. PG&E’s Plan of Reorganization contemplates the incurrence of $34.35 billion in senior 

debt obligations (the “New Debt”), to, among other things, refinance pre-petition high-coupon Utility 

bonds and fund the payment in full, in cash, of the Debtors’ obligations under their debtor-inpossession financing facilities. 

5. Following a competitive marketing process, PG&E entered into Bridge Commitment 

Letters with certain money-center banks providing for senior 364-day bridge loan facilities (the 

1

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

such terms in the Motion. 

Case: 19-30088 Doc# 4449 Filed: 10/23/19 Entered: 10/23/19 20:29:00 Page 2 of

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“Bridge Facilities”)—in aggregate amounts of $7.0 billion for PG&E Corp. and $27.35 billion for 

the Utility—to be funded on the Effective Date in the event the Debtors are otherwise unable to issue 

sufficient New Debt. In connection with the Bridge Facilities, PG&E entered into fee letters (the 

“Bridge Fee Letters”), which provide for the payment of certain fees associated with the Bridge 

Facilities, and engagement letters (the “Debt Financing Engagement Letters”), which engage the 

same banks to arrange the New Debt contemplated by the Plan of Reorganization. 

6. The Bridge Fee Letters and certain portions of the Debt Financing Engagement Letters 

sought to be redacted (the “Redacted Portions”) contain highly sensitive, confidential commercial 

information about certain elements of the Initial Bridge Commitment Parties’ consideration for 

providing the Bridge Facilities (including, in the case of the Bridge Fee Letters, the “market flex” 

provisions) and arranging the New Debt. Both lenders and borrowers are typically wary of disclosing 

fee arrangements in connection with financings, not only because disclosure could impact parties’ 

abilities to negotiate fees in the future, but also because the relationship among lenders and between 

the borrower and certain lenders may be affected. Market flex terms are particularly sensitive as well, 

as disclosure of these terms may impact the syndication process. As a result, fee letters in connection 

with financing transactions are almost always structured to prevent disclosure to third parties without 

the banks’ consent. Likewise, engagement letters are typically structured to prevent disclosure of fee 

terms to third parties without the banks’ consent. In the bankruptcy context, lenders are typically more 

willing to grant limited disclosure rights in recognition of debtors’ public disclosure obligations. 

7. The Debt Financing Engagement Letters and the Bridge Fee Letters were the subject 

of arms’-length, extensive and good-faith negotiations between PG&E and the Bridge Commitment 

Parties, including with regards to PG&E’s confidentiality requirements under the Bridge Fee Letters 

and the Debt Financing Engagement Letters. In recognition of the sensitive nature of this information, 

PG&E agreed to redact the Redacted Portions from the Debt Financing Engagement Letters and to 

seek to file the Bridge Fee Letters with this Court under seal. PG&E is permitted, however, to share 

copies of the Bridge Fee Letters and the Redacted Portions of the Debt Financing Engagement Letters 

with (i) the U.S. Trustee and (ii) advisors to the Official Committee of Unsecured Creditors, the 

Case: 19-30088 Doc# 4449 Filed: 10/23/19 Entered: 10/23/19 20:29:00 Page 3 of

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Official Committee of Tort Claimants and any other official committee established pursuant to section 

1102 of the Bankruptcy Code on a confidential and professionals’ eyes only basis. 

[Signature on next page]

Case: 19-30088 Doc# 4449 Filed: 10/23/19 Entered: 10/23/19 20:29:00 Page 4 of

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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# 4449 Filed: 10/23/19 Entered: 10/23/19 20:29:00 Page 5 of

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