IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO,

Debtor.1

PROMESA

Title III

No. 17 BK 3283-LTS

In re:

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO HIGHWAYS & TRANSPORTATION 

AUTHORITY,

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

NATIONAL PUBLIC FINANCE GUARANTEE CORPORATION’S 

OPPOSITION TO THE GOVERNMENT DEVELOPMENT BANK’S

URGENT MOTION FOR AN EXTENSION OF TIME TO

OPPOSE NATIONAL’S RULE 2004 MOTION AND NOTICE HEARING 

 

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 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); and (v) Puerto Rico Electric Power Authority 

(“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four Digits of Federal Tax ID: 

3747). (Title III case numbers are listed as Bankruptcy Case numbers due to software

limitations).

Case:17-03283-LTS Doc#:2281 Filed:01/25/18 Entered:01/25/18 12:36:02 Desc: Main

Document Page 1 of 5
2

National Public Finance Guarantee Corporation (“National”), a party in interest in these 

Title III Cases, files this opposition (“Opposition”) to the Government Development Bank’s 

(“GDB”) urgent motion for an extension of time to respond to National’s motion for an order, 

pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, (the “2004 Motion”) 

authorizing National to take discovery of GDB regarding the existence, historical treatment, and 

status of a State Infrastructure Bank (“SIB”) trust account (the “PR SIB Trust Fund”) created in 

1998 at GDB for the benefit of Puerto Rico Highway and Transit Authority (“PRHTA”) 

bondholders. 

In support of this Opposition, National respectfully represents as follows:

1. National timely noticed and filed the 2004 Motion so that it could be heard at the 

upcoming omnibus hearing on February 7, 2018. The parties met and conferred regarding the 

proposed discovery on January 5, but were unable to agree on a mutually-acceptable schedule for 

the production of GDB’s documents. And following that meeting, National did not hear a word 

from GDB either proposing a schedule for production or seeking to further confer. In fact, 

GDB’s first contact since the January 5 meet and confer was its eleventh-hour request for an 

extension of time to respond to the 2004 Motion. 

2. In its urgent motion—which was filed in lieu of a timely Objection—GDB fails to 

present the requisite cause to support the requested extension or the postponement of argument 

on the 2004 Motion, which would unfairly prejudice National. GDB provides no plausible 

explanation for why it was unable to timely respond to the 2004 Motion, why it did not seek an

Case:17-03283-LTS Doc#:2281 Filed:01/25/18 Entered:01/25/18 12:36:02 Desc: Main

Document Page 2 of 5
3

extension sooner, or why the 2004 Motion cannot, or should not, be heard as scheduled at the 

upcoming omnibus hearing on February 7, 2018.2 

3. Counsel for GDB asserts that its requested extension is “necessary and warranted 

in order to allow the parties to conclude the meet and confer process,” Urgent Motion ¶ 1, but as 

noted above, the meet and confer process reached an impasse on January 5 and since that time 

GDB has made no effort whatsoever to further meet and confer. Indeed, if GDB believed that 

additional discussion might obviate the need for the 2004 Motion, it could have (and should 

have) reached out to National at any point since the 2004 Motion was filed on January 16—it did 

not.

4. Further, as indicated in its counsel’s January 23, 2018 email, National gladly 

would continue conferring with GDB—on a parallel track—until the hearing. And if the 

conferral process proves productive, National would be amenable to stipulating to the removal of 

the 2004 Motion from the omnibus calendar or to presenting the parties’ resolution to the Court 

at the omnibus hearing. But GDB should not be permitted to use National’s willingness to 

further meet and confer as a basis to deny its right to have the 2004 Motion heard at the February 

7 omnibus hearing.

5. GDB also argues that the requested extension is necessary so that it can “complete 

its analysis of the legal contentions raised by National.” Urgent Motion ¶ 3. But GDB has been 

 

2

For some reason, GDB emphasizes the fact that it is not a party to this proceeding (see Urgent 

Motion ¶ 1), but that does not provide cause for the requested extension. Given GDB’s 

relationship with the debtor, PRHTA, it is plainly is a proper subject of Rule 2004 discovery. 

See In re Recoton Corp., 307 B.R. a751, 755 (Bankr. S.D.N.Y. 2004) (“Any third party who has 

a relationship with a debtor may be made subject to a Rule 2004 investigation.”) (citing Air Line 

Pilots Ass’n, Int’l v. Am. Nat’l Bank & Trust Co. of Chi. (In re Ionosphere Clubs, Inc.), 156 B.R. 

414, 432 (S.D.N.Y. 1993), aff’d, 17 F.3d 600 (2d Cir. 1994)). As discussed in the 2004 Motion, 

GDB entered into an agreement with PRHTA on June 12, 1998, in which it agreed to serve as 

trustee over the PR SIB Trust Fund. See 2004 Motion ¶¶ 2, 11. 

Case:17-03283-LTS Doc#:2281 Filed:01/25/18 Entered:01/25/18 12:36:02 Desc: Main

Document Page 3 of 5
4

aware of these issues concerning the PR SIB Trust Fund since the parties exchanged letters on 

this very topic over 18 months ago. See 2004 Motion, Exs. H, I, J and K. 

6. GDB’s efforts to delay consideration of the 2004 Motion—for whatever reason—

should not be countenanced. 

7. National strongly opposes GDB’s urgent motion to the extent it requests that the 

2004 Motion be rescheduled for a later hearing. National is entitled to the requested discovery,

which is necessary to allow National to determine what wrongdoing occurred with respect to the 

SIB Trust Fund and whether and to what extent National’s claims against PRHTA may be 

satisfied from assets in the PR SIB Trust Fund. 

8. To date, GDB’s position has been that it may take weeks, if not months, for GDB 

to produce documents responsive to National’s five narrowly-tailored requests for production. 

Further, GDB has stated that it will not produce a witness for deposition, as it was recently 

ordered to do in the substantially similar Rule 2004 motion brought by Siemens Transportation 

Partnership. The discovery sought concerns threshold issues that National is entitled to 

investigate without further delay. National would be prejudiced if its motion is not heard at the 

February 7 omnibus hearing, having timely filed the motion so that it could be heard at that time. 

9. Further, GDB’s last minute request for an extension of time to respond to the 

2004 Motion until January 30, 2018, is problematic because it would eliminate National’s time to 

reply to any objections asserted by GDB.3 Accordingly, if the Court is inclined to grant GDB’s 

request for an extension (either in part, e.g., until tomorrow, or in full), National respectfully 

 

3 According to the Court’s Third Amended Case Management Procedures, replies are due no 

later than 8 days before the next scheduled omnibus hearing, which here falls on January 30, 

2018. 

Case:17-03283-LTS Doc#:2281 Filed:01/25/18 Entered:01/25/18 12:36:02 Desc: Main

Document Page 4 of 5
5

requests that it be afforded sufficient time to prepare and file a reply brief in advance of the 

February 7 omnibus hearing. 

For the foregoing reasons, National respectfully requests that GDB’s urgent motion for 

an extension be denied.

RESPECTFULLY SUBMITTED, in San Juan, Puerto Rico, this 25th day of January 

2018.

I HEREBY CERTIFY that on this same date a true and exact copy of this notice was 

filed with the Clerk of Court using the CM/ECF system, which will notify a copy to counsel of 

record.

ADSUAR MUÑIZ GOYCO

SEDA & PÉREZ-OCHOA, P.S.C.

208 Ponce de León Avenue, Suite 1600

San Juan, PR 00936

Telephone: 787.756.9000

Facsimile: 787.756.9010

Email: epo@amgprlaw.com

acasellas@amgprlaw.com

 larroyo@amgprlaw.com

By: /s/ Eric Pérez-Ochoa

 Eric Pérez-Ochoa

 USDC-PR No. 206314

 /s/ Alexandra Casellas-Cabrera

 Alexandra Casellas-Cabrera

 USDC-PR No. 301010

 /s/ Lourdes Arroyo Portela

 Lourdes Arroyo Portela

 USDC-PR No. 226501

WEIL, GOTSHAL & MANGES LLP

Marcia Goldstein (admitted pro hac vice)

Kelly DiBlasi (admitted pro hac vice)

Jared Friedmann (admitted pro hac vice)

Gabriel A. Morgan (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Email: marcia.goldstein@weil.com

kelly.diblasi@weil.com

jared.friedmann@weil.com

gabriel.morgan@weil.com

Case:17-03283-LTS Doc#:2281 Filed:01/25/18 Entered:01/25/18 12:36:02 Desc: Main

Document Page 5 of 5