UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

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In re

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

THE COMMONWEALTH OF PUERTO RICO, et 

al.

Debtor.

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PROMESA 

Title III

Case No. 17-3283-LTS

Court Filing Relates Only to PREPA

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In re

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

 as representative of

PUERTO RICO ELECTRIC POWER 

AUTHORITY (PREPA),*

Debtor.

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PROMESA 

Title III

Case No. 17-4780-LTS

(Jointly Administered)

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REPLY OF FUEL LINE LENDERS WITH RESPECT TO URGENT MOTION FOR

EXAMINATION OF OVERSIGHT BOARD UNDER FEDERAL RULE OF 

BANKRUPTCY PROCEDURE 2004 CONCERNING 

VITOL SETTLEMENT AGREEMENT

* The Debtors in these Title III cases, along with each Debtor’s respective Title III case number listed as a 

bankruptcy 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 BK 3567-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).

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The Fuel Line Lenders submit this reply with respect to the Objection to Fuel 

Line Lenders’ Urgent Motion For Examination of the Oversight Board Under Federal Rule of 

Bankruptcy Procedure 2004 Concerning Vitol Settlement Agreement (Dkt. 3074 in Case No. 17-

4780) (the “Objection”),1and respectfully state as follows:

REPLY

1. In August, the Oversight Board entered into a settlement agreement with Vitol. It 

did not seek court approval under Rule 9019 or otherwise disclose the terms of the settlement. 

When the Fuel Line Lenders asked to see the settlement agreement, the Oversight Board refused. 

The Fuel Line Lenders then filed their Rule 2004 Motion.

2. The Oversight Board has apparently rethought its position, as it has publicly filed 

the Settlement Agreement2 with its Objection. The terms of the Settlement Agreement confirm

what the Fuel Line Lenders suspected: namely, that the settlement with Vitol was transparently 

designed to try to create an impaired accepting “class.” The Settlement Agreement states on its 

face that Vitol, after agreeing to accept a lower recovery than non-bond general unsecured 

creditors, will be classified separately from those general unsecured creditors. Settlement 

Agreement ¶ 1.b, 1.c. The Oversight Board will apparently take the position that a general

unsecured creditor (here Vitol) can be classified separately merely because, to resolve an 

objection, it has agreed to reduce the amount of its claim. That is an exceedingly weak

foundation on which to build a plan.3

1 Capitalized terms not defined have the same meaning as in the Objection. 

2 Dkt. 3074-1 in Case No. 17-4780. 

3

In the First Circuit, “[s]eparate classifications for unsecured creditors are only justified where the legal 

character of their claims is such as to accord them a status different from the other unsecured creditors.” 

In re Granada Wines, Inc., 748 F.2d 42, 46 (1st Cir. 1984). An agreement to take less does not alter the 

claim’s legal character. Id. at 46-47; see generally 11 U.S.C. § 1123(a)(4) (lesser recovery does not 

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3. Now that the Settlement Agreement has been publicly filed, the only open portion 

of the Motion is the Fuel Line Lenders’ request for communications with Vitol. That request 

was included in the event the Settlement Agreement was silent on the connection between the 

settlement and Vitol’s treatment, classification, and voting obligations for any plan. But as it 

happens, the Settlement Agreement is clear on that point. Production of communications with 

Vitol is therefore unnecessary at this time. (If the Oversight Board tries to predicate a plan on 

the Vitol settlement, the Fuel Line Lenders will serve discovery, including of relevant 

communications, after the plan is proposed.) 

4. Accordingly, the Fuel Line Lenders believe that the Motion has been effectively

resolved by the public filing of the Settlement Agreement. 

CONCLUSION

The Rule 2004 Motion has largely been mooted by the Oversight Board’s production of 

the Settlement Agreement. The Fuel Line Lenders are prepared to withdraw the remainder of the 

Motion without prejudice to seeking further discovery in connection with any plan.

require separate classification). 

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Dated: November 14, 2022

/s/ Jose L. Ramirez-Coll

Jose L. Ramirez-Coll

USDC-PR No. 221702

ANTONETTI MONTALVO & RAMIREZ 

COLL

P.O. Box 13128

San Juan, Puerto Rico 00908

Telephone: (787) 977-0303

Facsimile: (787) 977-0323 

Email: jramirez@amrclaw.com

/s/ Emil A. Kleinhaus

Richard G. Mason (admitted pro hac vice)

Amy R. Wolf (admitted pro hac vice)

Emil A. Kleinhaus (admitted pro hac vice)

Angela K. Herring (admitted pro hac vice)

Michael H. Cassel (admitted pro hac vice)

WACHTELL, LIPTON, ROSEN & KATZ

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

Facsimile: (212) 403-2000

Email: rgmason@wlrk.com

arwolf@wlrk.com

eakleinhaus@wlrk.com

akherring@wlrk.com

mhcassel@wlrk.com

Attorneys for Cortland Capital Market 

Services LLC, as Administrative Agent

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I HEREBY CERTIFY that on this same date I electronically filed the foregoing with 

the Clerk of the Court using the CM/ECF system which will send electronic notification of such 

filing to all counsel of record. I also hereby certify that the foregoing was served pursuant to the 

Sixteenth Amended Notice, Case Management and Administrative Procedures Order (Docket No. 

20190).

s/José L. Ramírez-Coll

José L Ramírez-Coll 

U.S.D.C. No. 221702

ANTONETTI MONTALVO & RAMIREZ-COLL

P.O. Box 13128

San Juan, Puerto Rico 00908

(787) 977-0312

email: jramirez@amrclaw.com

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