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Exhibit E 

Certification Notice 

 

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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, THE 

EMPLOYEES RETIREMENT SYSTEM OF THE 

GOVERNMENT OF THE COMMONWEALTH OF 

PUERTO RICO, AND THE PUERTO RICO PUBLIC 

BUILDINGS AUTHORITY, 

Debtors.1

PROMESA 

Title III 

No. 17 BK 3283-LTS 

(Jointly Administered) 

NOTICE OF RETAIL INVESTOR CERTIFICATION 

 On [____], the United States District Court for the District of Puerto Rico (the “Court”) 

entered an order confirming the Modified Eight Amended Title III Plan of Adjustment of the 

Commonwealth of Puerto Rico, et al., dated January 14, 2022 (as amended, supplemented, or 

modified, the “Plan”).2

 The Plan provides for certain distributions to be made to “Retail Investors.” 

 A “Retail Investor” is an individual who holds [Vintage PBA Bond Claims / 2011 PBA 

Bond Claims / 2012 PBA Bond Claims / Vintage CW Bond Claims / 2011 CW Bond Claims 

/ 2011 CW Series D/E/PIB Bond Claims / 2012 CW Bond Claims / 2014 CW Bond Claims] 

in the aggregate outstanding principal amount of One Million Dollars ($1,000,000.00) or less in 

one or more brokerage account(s), trust account(s), custodial account(s), or in separately managed 

account(s). 

 

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). 

2

 Unless otherwise defined in this Notice, capitalized terms used herein shall have the meanings given to them in 

the Plan. 

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 If you are a “Retail Investor” and did not submit a vote to accept or reject the Plan on or 

before 5:00 p.m. (Atlantic Standard Time) on October 18, 2021 (or submitted such vote, which 

you timely revoked), you must identify yourself to be eligible to receive the appropriate 

distributions as a “Retail Investor” pursuant to the Plan. Instructions to identify yourself and 

certify (the “Certification”) that you meet the requirements to be a “Retail Investor” are provided 

below. 

 For the avoidance of doubt, if you submitted a valid vote into ATOP on or before October 

18, 2021, and your bonds were subsequently released from ATOP after October 18, 2021 in 

accordance with the Disclosure Statement Order, you are not eligible to submit a Certification. 

 The deadline for your broker or nominee to submit your certification as a Retail Investor 

is [ ], 2022 at 6:00 p.m. (Atlantic Standard Time) (the “Certification Deadline”).3 Note 

that your broker or nominee may set an earlier deadline to provide it sufficient time to 

submit your certification before the Certification Deadline. 

 The record date to determine holders of [Vintage PBA Bond Claims / 2011 PBA Bond 

Claims / 2012 PBA Bond Claims / Vintage CW Bond Claims / 2011 CW Bond Claims / 2011 

CW Series D/E/PIB Bond Claims / 2012 CW Bond Claims / 2014 CW Bond Claims] eligible 

to receive this Certification Notice and make the Certification is 5:00 p.m. (Atlantic Standard 

Time) on October 18, 2021, which coincides with the conclusion of the original voting and 

distribution election events for the Plan. 

For the avoidance of doubt, if you traded the bonds associated with the [Vintage PBA 

Bond Claims / 2011 PBA Bond Claims / 2012 PBA Bond Claims / Vintage CW Bond Claims 

/ 2011 CW Bond Claims / 2011 CW Series D/E/PIB Bond Claims / 2012 CW Bond Claims / 

2014 CW Bond Claims] after the Certification Record Date, but submit a valid Certification into 

ATOP pursuant to these instructions, only you will receive the Retail Support Fee based on the 

Certification. Any other entitlement or distribution pursuant to the terms of the Plan will be made 

to the holder of such bonds at the time of distribution. 

How to Submit a Valid Certification 

If you wish to certify that, as of 5:00 p.m. (Atlantic Standard Time) on October 18, 2021, you 

were: 

an individual who holds [Vintage PBA Bond Claims / 2011 PBA Bond Claims / 2012 

PBA Bond Claims / Vintage CW Bond Claims / 2011 CW Bond Claims / 2011 CW 

Series D/E/PIB Bond Claims / 2012 CW Bond Claims / 2014 CW Bond Claims] in 

the aggregate outstanding principal amount of One Million Dollars ($1,000,000.00) or 

less in one or more brokerage account(s), trust account(s), custodial account(s), or in 

separately managed account(s) 

 

3

 6:00 PM (Atlantic Standard Time) is equivalent to 5:00 PM (Eastern Standard Time). 

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you must instruct your broker or nominee (each, a “Nominee”) to electronically deliver all of your 

aforementioned bonds via the Automated Tender Offer Program (“ATOP”) at The Depository 

Trust Company (“DTC”) in accordance with your desire to instruct on the above certification. 

If you and/or your Nominee do not electronically deliver your bonds via ATOP (i.e., take no 

action), you will be deemed not to be a Retail Investor. 

* * * * * 

In addition, by delivering your bonds via ATOP, you are certifying that: 

1. either (a) your certification is the only certification by you on account of a [Vintage PBA 

Bond Claims / 2011 PBA Bond Claims / 2012 PBA Bond Claims / Vintage CW Bond 

Claims / 2011 CW Bond Claims / 2011 CW Series D/E/PIB Bond Claims / 2012 CW 

Bond Claims / 2014 CW Bond Claims], or (b) in addition to the certification, one or more 

additional certifications (“Additional Certifications”) on account of other bonds have 

been submitted by one or more Nominees, and you have provided (or coordinated with 

your Nominee to provide) the Numerosity Spreadsheet (as defined below) to the Balloting 

Agent by the Certification Deadline; 

2. you have submitted a Certification for all of your Claims on account of the bonds to which 

this Notice pertains and acknowledge that no split Certifications will be permitted; 

3. you are the holder of the Claims on account of bonds to which this Notice pertains or is an 

authorized signatory of such holder, and has full power and authority to make the 

Certification; and 

4. your Certification is subject to all the terms and conditions set forth in the Plan, Disclosure 

Statement, and Disclosure Statement Order. 

No paperwork is required to be delivered to Prime Clerk LLC to effectuate the Certification (except 

in the limited circumstance noted below in the section titled “Numerosity Information Request – 

Applicable Only for Beneficial Holders Submitting More Than One Instruction Through ATOP”). 

The sole means of effectuating this Certification is to (i) validly tender your bonds into the proper 

ATOP envelope at DTC, and (ii) make the required certification set forth above, each as described 

on DTC’s ATOP system. 

THE CERTIFICATION DEADLINE IS 

 6:00 P.M. (ATLANTIC STANDARD TIME) ON [_____], 2022.4

This date and time is referred to as the “Certification Deadline.” 

 

4

 6:00 PM (Atlantic Standard Time) is equivalent to 5:00 PM (Eastern Standard Time). 

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PLEASE TAKE NOTICE THAT IF YOU TENDER YOUR BONDS THROUGH ATOP, 

YOU WILL BE RESTRICTED FROM TRANSFERRING YOUR BONDS THROUGH 

THE EFFECTIVE DATE. 

YOU MAY REVOKE YOUR CERTIFICATION AND WITHDRAW ANY TENDERED 

BONDS AT ANY TIME BEFORE THE CERTIFICATION DEADLINE. 

* * * * * 

How to Revoke a Valid Certification 

You may revoke your Certification and withdraw your bonds tendered through DTC’s ATOP at 

any time on or before the Certification Deadline. 

If you wish to revoke your Certification, you must instruct your Nominee to revoke your 

Certification and withdraw your bonds via ATOP at DTC (which withdrawal will be confirmed by 

Prime Clerk LLC once notified by DTC of the withdrawal request). No paperwork is required to 

be delivered to Prime Clerk LLC to effectuate the revocation. 

If you revoke your Certification any time before the Certification Deadline, you may make a 

Certification again at any time before the Certification Deadline, in accordance with the 

instructions to submit a valid Certification above. 

* * * * * 

Numerosity Information Submission 

(Applicable Only for Beneficial Holders Submitting More than One Certification Through 

ATOP) 

Any beneficial holder of [Vintage PBA Bond Claims / 2011 PBA Bond Claims / 2012 PBA 

Bond Claims / Vintage CW Bond Claims / 2011 CW Bond Claims / 2011 CW Series D/E/PIB 

Bond Claims / 2012 CW Bond Claims / 2014 CW Bond Claims] that holds multiple CUSIPs of 

[Vintage PBA Bond Claims / 2011 PBA Bond Claims / 2012 PBA Bond Claims / Vintage CW 

Bond Claims / 2011 CW Bond Claims / 2011 CW Series D/E/PIB Bond Claims / 2012 CW 

Bond Claims / 2014 CW Bond Claims] and submits more than one certification through one or 

more Nominees, MUST submit (or coordinate with your Nominee(s) to submit) a list of all such 

ATOP instruction confirmation numbers (also referred to as ATOP voluntary offer instructions or 

“VOIs”). The Balloting Agent has made available a template electronic spreadsheet (the 

“Numerosity Spreadsheet”) on its website at: https://cases.primeclerk.com/puertorico (click on 

the link titled “Numerosity Spreadsheet”). 

Please return (or coordinate with your Nominee to return) the Numerosity Spreadsheet to the 

Balloting Agent in excel format via email to puertoricoinfo@primeclerk.com. If you anticipate 

any difficulty in submitting your Numerosity Spreadsheet in excel format, please contact Prime 

Clerk at (844) 822-9231 (toll free for U.S. and Puerto Rico) or (646) 486-7944 (for international 

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callers) or by e-mail at puertoricoballots@primeclerk.com . 

* * * * * 

If you have any questions about your holdings, please contact your Nominee. Additionally, you 

must contact your Nominee to take any action described above. 

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT 

THE BALLOTING AGENT, PRIME CLERK, LLC, BY TELEPHONE AT (844) 822-9231 

(TOLL FREE FOR U.S. AND PUERTO RICO) OR (646) 486-7944 (FOR 

INTERNATIONAL CALLERS), AVAILABLE 10:00 A.M. TO 7:00 P.M. (ATLANTIC 

STANDARD TIME) (SPANISH AVAILABLE), OR BY EMAIL AT 

PUERTORICOINFO@PRIMECLERK.COM AND REFERENCE “RETAIL INVESTOR 

SOLICITATION” IN THE SUBJECT LINE. PLEASE NOTE THAT PRIME CLERK LLC 

IS NOT AUTHORIZED TO PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE. 

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