UNITED STATES DISTRICT COURT

DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, et al.,

Debtors.1

PROMESA

Title III

No. 17 BK 3283-LTS

(Jointly Administered)

SECOND SUPPLEMENTAL DECLARATION OF STEVE M. ZELIN REGARDING

DISINTERESTEDNESS OF PJT PARTNERS LP PURSUANT TO 

THE PUERTO RICO RECOVERY ACCURACY IN DISCLOSURES ACT

I, Steve M. Zelin, hereby declare and state as follows:

1. I am a Partner, Global Head of the Restructuring & Special Situations Group, and

a member of the management committee at PJT Partners LP (“PJT”), a global investment banking 

firm listed on the New York Stock Exchange with its principal offices in New York City. PJT is 

the investment banker and financial advisor working on behalf of the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as the sole Title III representative of 

the Commonwealth of Puerto Rico (the “Commonwealth”), the Puerto Rico Sales Tax Financing 

Corporation (“COFINA”), the Puerto Rico Highways and Transportation Authority (“HTA”), the 

1 The Debtors in these Title III Cases, along with each Debtor’s respective Title III case number and the last four 

(4) digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto

Rico (Bankruptcy Case No. 17-BK-3283- LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales

Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17-BK-3284-LTS) (Last Four Digits of Federal

Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17-BK3567-LTS) (Last Four Digits of Federal Tax ID: 3808); (iv) Employees Retirement System of the Government of

the Commonwealth of Puerto Rico (“ERS”) (Bankruptcy Case No. 17-BK-3566-LTS) (Last Four Digits of Federal

Tax ID: 9686); (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17- BK-4780-LTS)

(Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico Public Buildings Authority (“PBA”) (Bankruptcy

Case No. 19-BK-5523-LTS) (Last Four Digits of Federal Tax ID: 3801) (Title III case numbers are listed as

Bankruptcy Case numbers due to software limitations).

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Employees Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS”), 

the Puerto Rico Electric Power Authority (“PREPA”), and the Puerto Rico Public Buildings 

Authority (“PBA,” and collectively with the Commonwealth, COFINA, HTA, ERS, and PREPA, 

the “Debtors”) pursuant to section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”).2 

2. On May 16, 2022, at my request, counsel to the Oversight Board filed the 

Declaration of Steve M. Zelin Regarding Disinterestedness of PJT Partners LP Pursuant to the 

Puerto Rico Recovery Accuracy in Disclosures Act (the “Initial Declaration”) [Docket No. 

20811].

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3. On July 19, 2022, at my request, counsel to the Oversight Board filed the 

Supplement Declaration of Steve M. Zelin Regarding Disinterestedness of PJT Partners LP 

Pursuant to the Puerto Rico Recovery Accuracy in Disclosures Act [Docket No. 21547].

4. I hereby submit this supplemental declaration to describe the below additional 

connections of PJT to the MIPs.

a. PJT has been engaged to provide financial advisory services to a group of creditors 

of a company in a confidential matter. The members of such group include Angelo, 

Gordon & Co., L.P., one of the MIPs. This connection is wholly unrelated to the 

Oversight Board and this Title III Proceeding, and PJT does not believe that the 

interests of the Debtors or their estates are adversely affected by such connection.

b. An affiliate of PJT has been engaged to provide financial advisory services to a 

group of creditors of a company in a confidential matter. The members of such 

group include an affiliate of Blackrock Advisors, LLC, one of the MIPs. This 

connection is wholly unrelated to the Oversight Board and this Title III Proceeding, 

 

2 PROMESA is codified at 48 U.S.C. §§ 2101–2241.

3 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Initial 

Declaration. 

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and PJT does not believe that the interests of the Debtors or their estates are 

adversely affected by such connection. 

c. PJT has been engaged to provide financial advisory services to a group of lenders 

to a company in a confidential matter. The members of such group include an 

affiliate of Blackrock Advisors, LLC, one of the MIPs. This connection is wholly 

unrelated to the Oversight Board and this Title III Proceeding, and PJT does not 

believe that the interests of the Debtors or their estates are adversely affected by 

such connection. 

d. PJT was previously engaged to provide financial advisory services to a group of 

creditors of a certain company in a confidential matter. The members of such group 

include Brigade Capital Management LP, one of the MIPs. This connection was 

wholly unrelated to the Oversight Board and this Title III Proceeding, and PJT does 

not believe that the interests of the Debtors or their estates are adversely affected 

by such connection.

e. An affiliate of PJT has been engaged to provide financial advisory services to a 

group of creditors of a company in a confidential matter. The members of such 

group include Citigroup Inc., one of the MIPs. This connection is wholly unrelated 

to the Oversight Board and this Title III Proceeding, and PJT does not believe that 

the interests of the Debtors or their estates are adversely affected by such 

connection.

f. PJT has been engaged to provide financial advisory services to a group of lenders 

in a confidential matter. The members of such group include an affiliate of 

Massachusetts Mutual Life Insurance Company, one of the MIPs. This connection 

is wholly unrelated to the Oversight Board and this Title III Proceeding, and PJT 

does not believe that the interests of the Debtors or their estates are adversely 

affected by such connection. 

g. PJT has been engaged to provide financial advisory services to Monarch 

Alternative Capital LP, one of the MIPs, in a confidential matter. This connection 

is wholly unrelated to the Oversight Board and this Title III Proceeding, and PJT 

does not believe that the interests of the Debtors or their estates are adversely 

affected by such connection

h. PJT has been engaged to provide financial advisory services to an affiliate of each 

of Shell Trading (U.S.) Company and Shell plc, each of which is an MIP, in a 

confidential matter. This connection is wholly unrelated to the Oversight Board and 

this Title III Proceeding, and PJT does not believe that the interests of the Debtors 

or their estates are adversely affected by such connection. 

5. PJT has performed reasonable due diligence for possible connections with the 

MIPs. Given the large number of parties-in-interest in these Title III Proceedings, despite the 

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efforts to identify and disclose PJT’s relationships with the MIPs, I am unable to state with absolute 

certainty that every client relationship or other connection has been disclosed in this supplemental 

declaration. PJT, therefore, will conduct an ongoing review of its files to ensure that no conflicts 

or other disqualifying circumstances exist or arise. If any new material facts or relationships are 

discovered or arise, PJT will promptly file a supplemental declaration with the Court.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true 

and correct, to the best of my information, knowledge and belief.

November 14, 2022 

Steve M. Zelin

Steve M. Zelin

Partner

PJT Partners LP

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