Schedule 2 

Confirmation Hearing Notice 

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Schedule 2 - Confirmation Hearing Notice Page 1 of 21
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, et 

al., 

Debtors.1

PROMESA 

Title III 

No. 17-BK-3283-LTS 

(Jointly Administered) 

In re: 

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as representative of 

PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor. 

PROMESA 

Title III 

No. 17-BK-4780-LTS 

(Jointly Administered) 

NOTICE OF (I) APPROVAL OF DISCLOSURE 

STATEMENT, (II) ESTABLISHMENT OF RECORD DATES, 

(III) HEARING ON CONFIRMATION OF THE PLAN OF ADJUSTMENT 

AND PROCEDURES FOR OBJECTION TO CONFIRMATION OF THE PLAN OF 

ADJUSTMENT, (IV) PROCEDURES AND DEADLINE FOR VOTING ON THE PLAN 

OF ADJUSTMENT AND MAKING CERTAIN ELECTIONS THEREUNDER 

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); (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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2 

If you are entitled to vote on or make an election with respect to distributions pursuant to the Plan, you will 

receive a separate Solicitation Package (as defined below) on a future date. 

DEADLINE TO FILE DISCOVERY NOTICE: 5:00 p.m. (Atlantic Standard Time) on April 7, 2023 

VOTING AND ELECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023 

OBJECTION DEADLINE: 5:00 p.m. (Atlantic Standard Time) on June 7, 2023 

CONFIRMATION HEARING: July 17–21, 24, 26–28, 2023 at 9:30 a.m. (Atlantic Standard Time) 

See below for additional deadlines. 

If you have any questions regarding this notice, please contact Kroll Restructuring Administration LLC (“Kroll”)2

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@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line). 

PLEASE TAKE NOTICE OF THE FOLLOWING: 

1. Approval of Disclosure Statement. By order, dated >Ɣ@, 2023 (the “Disclosure 

Statement Order”), the United States District Court for the District of Puerto Rico (the “Court”) 

approved the adequacy of the information contained in the Disclosure Statement for the Modified 

Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated 

March 1, 2023 (as the same may be updated, supplemented, amended and/or otherwise modified 

from time to time, including all exhibits and attachments thereto, the “Disclosure Statement”), 

filed by the Financial Oversight and Management Board on behalf of the Debtor, and authorized 

the Debtor to solicit votes with respect to the acceptance or rejection of the Modified Second 

Amended Title III Plan of Adjustment of the Puerto Rico Electric Power Authority, dated March 

1, 2023 (as the same may be updated, supplemented, amended and/or otherwise modified from 

time to time, the “Plan”),3

 attached as Exhibit A to the Disclosure Statement. 

You may obtain a hard copy of the Plan and Disclosure Statement, including Spanish 

translations thereof, free of charge, by contacting the Balloting Agent, Kroll Restructuring 

Administration LLC (f/k/a Prime Clerk LLC): 

2

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring 

Administration LLC. 

3

 All capitalized terms used but not otherwise defined shall have the meanings given to such 

terms in the Plan. 

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Telephone (10:00 a.m. to 7:00 p.m. (AST)) (Spanish available): 

(844) 822-9231 (toll free for U.S. and Puerto Rico) 

(646) 486-7944 (for international callers) 

Email: puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line)

Alternatively, electronic copies of the Disclosure Statement and Plan are available, free of 

charge, by visiting https://cases.ra.kroll.com/puertorico/. 

2. Paper copies of the Plan and Disclosure Statement, including Spanish translations 

thereof, are also available, free of charge, at the following locations from April 10, 2023 to June 

7, 2023 (except weekends and federal holidays): 

Locations in the Commonwealth 

Providing Paper Copies of the Plan and Disclosure Statement 

Address Hours (AST) 

Don Frappe Inc. 

Carr. #2km 141.5 

Bo. Quebrada Larga 

Añasco, PR 00610 

M – F 

8:30 a.m. 

to 

5:00 p.m. 

Oceana HUB Center 

2 Calle Acerina 

Caguas, PR 00725 

M – F 

8:30 a.m. 

to 

5:00 p.m. 

LunaSpeiz 

157 Calle de Luna, 

San Juan, PR 00901 

M – F 

8:30 a.m. 

to 

5:00 p.m. 

Centro 

Ave. Muñoz Rivera 501, 3Fl 

San Juan, PR 00918 

M – F 

8:30 a.m. 

to 

5:00 p.m. 

Club de Leones de Ponce 

Club House Bo. Carrillo 

Carretera #14 km 5.1, 

Ponce, PR 00731 

M – F 

8:30 a.m. 

to 

5:00 p.m. 

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3. Pursuant to the Disclosure Statement Order, the Debtor will mail materials needed 

for voting on the Plan (the “Solicitation Package”) to holders with Claims in the following Classes 

(collectively, the “Voting Classes”): 

Class 

Settling Bondholder Claims Class 1 

Non-Settling Bondholder and Non-Settling 

Monoline Claims Class 2 

Pension Claim Class 3 

Fuel Line Loan Claims Class 4 

National Insured Bond Claims Class 5 

National Reimbursement Claim Class 6 

General Unsecured Claims Class 7 

Vitol Claims Class 8 

Assured Insured Interest Rate Swaps Claims Class 9 

Eminent Domain/Inverse Condemnation Claims Class 11 

Federal Claims Class 12 

4. Confirmation Hearing. A hearing to consider confirmation of the Plan (the 

“Confirmation Hearing”) will be held before The Honorable Laura Taylor Swain, United States 

District Judge, at the United States District Court for the District of Puerto Rico, Clemente Ruiz 

Nazario United States Courthouse, 150 Carlos Chardón Avenue, San Juan P.R. 00918-1767 (or as 

otherwise provided pursuant to an order of the Court) on July 17–21, 24, 26–28, 2023 at 9:30 a.m. 

(Atlantic Standard Time). 

5. The Confirmation Hearing may be continued from time to time by the Court or the 

Oversight Board, without further notice or through adjournments announced in open court or as 

indicated in any notice of agenda of matters scheduled for hearing filed with the Court, and the 

Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation Hearing, in 

accordance with the modification provisions of the Plan and Local Rule 3016-2, without further 

notice to interested parties. 

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6. Plan Confirmation Depository. Information relating to confirmation of the Plan is 

available online in the Plan Confirmation Depository at titleiiiplandataroom.com. 

7. Confirmation Objection Deadline. The Court has established 5:00 p.m. (Atlantic 

Standard Time) on June 7, 2023 as the deadline to file objections or responses to confirmation 

of the proposed Plan and the proposed confirmation order4 (the “Confirmation Objection 

Deadline”). Parties who do not file an objection to the Plan or the proposed confirmation order 

prior to the Confirmation Objection Deadline will be prohibited from making an oral presentation 

before the Court at the Confirmation Hearing. 

8. Objections and Responses to Confirmation. Objections and responses to 

confirmation of the Plan must: 

a. Be in writing, in English, and signed; 

b. State the name, address, and nature of the Claim of the objecting or responding 

party; 

c. State with particularity the basis and nature of any objection or response and 

include, where appropriate, proposed language to be inserted in the Plan or the 

proposed confirmation order to resolve any such objection or response; 

d. Be filed electronically with the Court on the dockets of (i) In re Puerto Rico 

Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) In re 

Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the Court’s 

case filing system in searchable portable document format on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)). 

i. If you are not an attorney who is a registered user of the Court’s 

case filing system, you may instead mail your objection to the 

Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150, 

San Juan, P.R. 00918-1767 

4

 The deadline for the Debtor to file the proposed confirmation order is May 31, 2023 at 5:00 

p.m. (prevailing Atlantic Time). 

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so as to be received on or before the Confirmation Objection 

Deadline (June 7, 2023 at 5:00 p.m. (Atlantic Standard 

Time)), and 

e. Be served upon the Office of the United States Trustee for the District of Puerto 

Rico, Edificio Ochoa, 500 Tanca Street, Suite 301, San Juan, PR 00901 (re: In 

re: Puerto Rico Electric Power Authority) so as to be received on or before the 

Confirmation Objection Deadline (June 7, 2023 at 5:00 p.m. (Atlantic 

Standard Time)).

9. Participation in Confirmation Discovery. If you wish to participate in discovery 

in connection with confirmation of the Plan, you must file a notice of your intention to participate 

in discovery (a “Discovery Notice”), a form of which is available at 

https://cases.ra.kroll.com/puertorico/. If you file your Discovery Notice on or before April 7, 

2023, you may be granted access to documents in the Plan Depository, where information and 

documents concerning the Plan are kept, and will also be able to serve your own discovery 

requests. If you file your Discovery Notice after April 7, 2023, but on or before May 26, 2023, 

you may be granted access to documents in the Plan Depository. Please note that access to the 

information in the Plan Depository may also require complying with the Debtor’s access 

requirements. 

10. You must submit the Discovery Notice in the form provided on the Title III Case 

website above, which must: 

a. Be in writing, in English, and be signed; 

b. State your name, address, the nature of your Claim, and your Claim number; 

c. State your intention to participate in discovery in connection with confirmation 

of the Plan; and 

d. Be filed electronically with the Court on the docket using the CM/ECF docket 

event Notice of Intent to Participate in Discovery for Plan Confirmation, in (i) 

In re Puerto Rico Electric Power Authority, Case No. 17 BK 4780-LTS and (ii) 

In re Commonwealth of Puerto Rico, Case No. 17 BK 3283-LTS, through the 

Court’s case filing system on or before the applicable deadline. 

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i. If you are not represented by counsel, you may instead mail your 

Discovery Notice to the Court’s Clerk’s office at: 

United States District Court, Clerk’s Office 

150 Ave. Carlos Chardon Ste. 150 

San Juan, P.R. 00918-1767 

so as to be received on or before the applicable deadline. 

11. You must timely file a Discovery Notice to participate in discovery in 

connection with confirmation of the Plan. Failure to timely file a Discovery Notice, however, 

will not preclude you from filing an objection to confirmation of the Plan on or before the 

Confirmation Objection Deadline, but will preclude you from being able to view documents in the 

Plan Depository, and from taking discovery. 

12. Discovery Timetable and Deadlines. The Court has established the following 

discovery dates and deadlines, which are applicable to the Debtor and to other parties in interest 

who have timely filed a Discovery Notice and are eligible to participate in discovery:5

Summary of Discovery and Confirmation Deadlines 

March 1, 2023 Conversion of Disclosure Statement depository to Plan Depository 

Five Business Days 

After Entry of DS 

Approval Order 

Deadline for Confirmation Hearing Notice to be served. 

March 11, 2023 

Deadline for the Debtor to upload all documents to the Plan Depository 

Deadline for the Debtor to file a preliminary fact witness list and topics 

about which each witness will testify (“Debtor’s Preliminary Fact 

Witness List”). 

28 Days After Entry 

of DS Approval 

Order 

Deadline for Debtor to complete mailing of solicitation materials. 

5

 All of the dates and procedures set forth in this notice are subject to change by further Court 

order. 

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April 7, 2023 

Deadline for parties in interest to file a “Notice of Intent to Participate in 

Discovery,” (hereafter, a “Discovery Notice”). Only parties in interest 

who file a timely Discovery Notice can propound discovery, but failure 

to do so does not preclude a party from objecting to confirmation of the 

Plan. 

April 14, 2023

Deadline for all parties to serve requests for production of nondepository documents (“Production Requests”). Parties in interest may 

serve Production Requests only following their filing of a timely 

Discovery Notice. 

Parties may serve up to one additional round of Production Requests, 

provided that they are served on or before May 8, 2023. 

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

Deadline for parties in interest to file a preliminary fact witness list and 

topics about which each witness is expected to testify (a “Party in 

Interest’s Preliminary Fact Witness List,” and together with the Debtor’s 

Preliminary Fact Witness List, the “Preliminary Fact Witness Lists”). 

Deadline for all parties to file opening expert disclosures (“Opening 

Expert Disclosures”). 

April 21, 2023

Deadline for all parties to serve up to fifteen (15) interrogatories 

(“Interrogatories”), including subparts. Responses and objections to 

such Interrogatories shall be served within ten (10) days of service of 

such Interrogatories.

April 28, 2023

Deadline for all parties to file opening expert reports (“Opening Expert 

Reports”). 

Deadline for all parties to serve initial notices of deposition, topics and 

requested times for depositions (“Initial Notices of Deposition”) (all 

depositions are limited to a seven (7)-hour time limit). Subsequent 

notices are allowed provided discovery is completed by the Fact 

Discovery Deadline or Expert Discovery Deadline, as applicable. 

May 8, 2023 Deadline for all parties to file rebuttal expert disclosures (“Rebuttal 

Expert Witness Disclosures”). 

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Deadline for parties who have served a Production Request on or 

before April 14, 2023 to serve up to one additional round of Production 

Requests. 

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

May 15, 2023 Deadline for all parties to file rebuttal expert reports (“Rebuttal Expert 

Reports”).

May 17, 2023 Deadline for the Debtor to file a form of the New Master Indenture. 

May 26, 2023 

Deadline for all parties to serve requests for admission, limited to 

authentication of documents (“Admission Requests”). Responses and 

objections to such Admission Requests shall be served within four (4) 

business days of service of such Admission Requests. 

Deadline for completion of fact discovery (the “Fact Discovery 

Deadline”). 

Deadline for parties in interest who solely want access to documents in 

the Plan Depository to file a Discovery Notice. 

May 31, 2023 Deadline for the Debtor to file initial proposed confirmation order (the 

“Proposed Confirmation Order”). 

June 2, 2023

Deadline for completion of expert discovery (the “Expert Discovery 

Deadline”).

Deadline for all parties to file Daubert motions and motions in limine.

June 7, 2023 

Voting Deadline & Election Deadline 

Deadline for parties in interest to file: 

x Objections to confirmation of the Plan (“Plan Objections”). 

x Objections to Proposed Confirmation Order. 

June 9, 2023 Deadline for all parties to file oppositions to Daubert motions and 

motions in limine.

June 16, 2023 

Deadline for all parties to file replies in support of Daubert motions and 

motions in limine. 

Deadline for all parties to file finalized witness lists, exhibit lists, and 

deposition designations. 

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June 21, 2023 

Deadline for Debtor to file: 

x Memorandum of law in support of confirmation of the Plan. 

x Omnibus reply to Plan Objections and objections to the Proposed 

Confirmation Order. 

x Witness Declarations. 

x Vote Tabulation. 

x Initial proposed findings of fact and conclusions of law 

(“Proposed Findings of Fact and Conclusions of Law”). 

Deadline for parties in interest to file statements or joinders in support 

of confirmation of the Plan.

Deadline for non-Debtor parties to file witness declarations. 

June 23, 2023 Deadline for all parties to file counter-designations, objections to 

deposition designations, or objections to exhibit lists. 

June 28, 2023 

Deadline for parties in interest to file objections to the (i) Vote 

Tabulation and/or (ii) Proposed Findings of Fact and Conclusions of 

Law. 

June 30, 2023 Deadline for all parties to file objections to counter designations. 

July 5, 2023 Deadline for Debtor to reply to objections to the (i) the Vote Tabulation 

and (ii) Proposed Findings of Fact and Conclusions of Law. 

Week of July 10, 

2023 

(or a date 

convenient for the 

court)

[Virtual] hearing on motions in limine / pre-trial conference.

July 17–21, 24–28, 

2023 Confirmation Hearing

13. Voting Record Date. The voting record date is February 28, 2023 (the “Voting 

Record Date”), which is the date for determining which holders of Claims in Voting Classes 

(except Classes 1, 2, 4, and 5 (collectively, the “ATOP Classes”)6) are entitled to vote on the Plan. 

6

 For the avoidance of doubt, because holders of Claims in the ATOP Classes must submit 

their vote and/or election through the Automated Tender Offer Platform at The Depository 

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Therefore, only those creditors in a Class entitled to vote on the Plan and holding Claims against 

the Debtor (except in the ATOP Classes) as of the Voting Record Date are entitled to vote on the 

Plan. 

14. Voting Deadline. The deadline for voting on the Plan is June 7, 2023, at 5:00 p.m. 

(Atlantic Standard Time), unless such time is extended (the “Voting Deadline”). You are not 

required to vote on the Plan to receive distributions pursuant to the terms of the Plan, if 

confirmed by the Court, and provided you hold an Allowed Claim. However, if you are a Settling 

Bondholder or National receiving the treatment provided to holders of Claims in Class 1, Class 

5, or Class 9, you should review your Uninsured Bond Settlement Agreement or National PSA, 

as applicable, prior to voting or abstaining from voting on the Plan, and how it may affect your 

right to receive distributions.

15. If you received a Solicitation Package, including a Ballot or Notice and intend to 

vote on the Plan, you must: (a) follow the instructions carefully; (b) complete all of the required 

information on the Ballot (as applicable); and (c) either (i) execute and return your completed 

Ballot according to and as set forth in detail in the voting instructions included in the Solicitation 

Package so that your Ballot is actually received by the Debtor’s solicitation agent, Kroll 

Trust Company, the Voting Record Date shall not apply to the ATOP Classes; provided, 

however, the Voting Record Date shall apply to (i) any PREPA Revenue Bonds formerly 

insured by Assured in the primary market, and the principal amount of which was paid by 

Assured on or after the original maturity date of such bonds (the “Assured Matured 

Bonds”) or (ii) any claim arising from PREPA Revenue Bonds for which voting through 

ATOP cannot be established (“ATOP Ineligible Bonds”). The holder as of the Voting 

Record Date of the (i) claims arising from the Assured Matured Bonds (including, without 

limitation, Assured) and (ii) claims arising from ATOP Ineligible Bonds shall not be 

required to tender such bonds through ATOP, and instead shall be provided with a ballot 

with which to vote such claims. 

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Restructuring Administration LLC (“Kroll” or the “Balloting Agent”)7

 on or before the Voting 

Deadline, or (ii) instruct your broker or nominee (each, a “Nominee”) to electronically deliver your 

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

(“DTC”) in accordance with your desire to vote to accept or reject the Plan on or before the Voting 

Deadline. Failure to follow such instructions may disqualify your vote.

16. Election Deadline. The deadline for holders of Claims in Class 5 that have the 

right to make an election of the form of distributions pursuant to the Plan to make such election is 

on June 7, 2023, at 5:00 p.m. (Atlantic Standard Time), unless such time is extended (the 

“Election Deadline”). If you received an Election Notice with an option to make an election, you 

must: (a) follow the instructions carefully; and (b) deliver all of the required information according 

to and as set forth in detail in the election instructions so that it is received by your Nominee in 

sufficient time for your Nominee to actually effectuate your election through DTC’s ATOP on or 

before the Election Deadline. 

17. Parties in Interest Not Entitled to Vote. Creditors in Class 14 (Section 510(b) 

Subordinated Claims) are deemed to reject the Plan and not entitled to vote. 

18. Creditors in Class 10 (Ordinary Course Customer Claims) and Class 13 

(Convenience Claims) are deemed to accept the Plan and not entitled to vote. 

19. If a Claim is listed on the Debtor’s list of creditors [Case No. 17-4780, ECF No. 

262] as contingent, unliquidated, or disputed and a proof of claim was not (i) filed by the earlier 

of the applicable bar date for the filing of proofs of claim established by the Court or the Voting 

Record Date (as applicable); or (ii) deemed timely filed by an order of the Court prior to the Voting 

7

 On March 29, 2022, Prime Clerk LLC changed its name to Kroll Restructuring 

Administration LLC. 

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Deadline, such Claim shall not be entitled to vote to accept or reject the Plan. Proofs of claim filed 

for $0.00 or Claims that have been expunged by order of the Court are also not entitled to vote. 

20. If you have timely filed a proof of claim and disagree with the Debtor’s 

classification of, or objection to, your Claim and believe you should be entitled to vote on the Plan, 

you must serve the Debtor and the parties listed in paragraph 43 of the Disclosure Statement Order 

and file with the Court (with a copy to Chambers) a motion (a “Rule 3018(a) Motion”) for an order 

pursuant to Rule 3018 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) 

temporarily allowing your Claim in a different amount or in a different Class for purposes of voting 

to accept or reject the Plan. All Rule 3018(a) Motions must be filed on or before the tenth (10th) 

day after the later of (i) service of this Confirmation Hearing Notice and (ii) service of notice of 

an objection, if any, as to such Claim. In accordance with Bankruptcy Rule 3018(a), as to any to 

any creditor filing a Rule 3018(a) Motion, such creditor’s Ballot will not be counted except as may 

be otherwise ordered by the Court prior to the Voting Deadline (June 7, 2023, at 5:00 p.m. 

(Atlantic Standard Time), which corresponds to 5:00 p.m. prevailing Eastern Time). 

Creditors may contact the Balloting Agent (i) via first class mail or via overnight courier, at Puerto 

Rico Ballot Processing, C/O Kroll Restructuring Administration LLC (f/k/a Prime Clerk LLC), 

850 Third Avenue, Suite 412, Brooklyn, NY 11232, (ii) 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 (iii) by email at 

puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in the subject line), to receive an 

appropriate Ballot for any Claim for which a proof of claim has been timely filed and a Rule 

3018(a) Motion has been granted. Rule 3018(a) Motions that are not timely filed and served in 

the manner set forth herein shall not be considered. 

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21. If you wish to have your Claim temporarily allowed for voting purposes pursuant 

to Bankruptcy Rule 3018(a), a form of Rule 3018(a) motion together with instructions for filing 

and serving the motion is available at https://cases.ra.kroll.com/puertorico/.

22. Parties Who Will Not Be Treated as Creditors. Any holder of a Claim that (i) is 

scheduled in the List of Creditors at $0.00 and is not the subject of a timely filed proof of Claim 

or a proof of claim deemed timely filed with the Court pursuant to either the Bankruptcy Code or 

any order of the Court, or otherwise deemed timely filed under applicable law, or (ii) is not 

scheduled and is not the subject of a timely filed proof of claim or a proof of claim deemed timely 

filed with the Court pursuant to either the Bankruptcy Code or any order of the Court, or otherwise 

deemed timely filed under applicable law, shall not be treated as a creditor with respect to such 

Claim for purposes of (a) receiving notices regarding the Plan, and (b) voting on the Plan.

23. Additional Information. Any party in interest wishing to obtain information about 

the solicitation procedures or copies of the Disclosure Statement or the Plan, including Spanish 

translations thereof, should contact the Balloting Agent, Kroll Restructuring Administration 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@ra.kroll.com (with ‘PREPA Solicitation’ in the subject 

line), or may view such documents by accessing either https://cases.ra.kroll.com/puertorico/ or the 

Court’s website, https://www.prd.uscourts.gov/. Please note that a Public Access to Court 

Electronic Records (“PACER”) (http://www.pacer.psc.uscourts.gov) password and login are 

needed to access documents on the Court’s website.

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24. Bankruptcy Rules 2002(c)(3) and 3016(c)). In accordance with Bankruptcy 

Rules 2002(c)(3) and 3016(c), set forth below are the release, exculpation, and injunction 

provisions contained in the Plan:

Section 27(A) – Discharge and Release of Claims and Causes of Action: 

1. Complete Satisfaction, Discharge, and Release

Except as expressly provided in the Plan or the Confirmation Order, all distributions and 

rights afforded under the Plan shall be, and shall be deemed to be, in exchange for, and in complete 

satisfaction, settlement, discharge, and release of, all Claims or Causes of Action against PREPA 

and Reorganized PREPA that arose, in whole or in part, prior to the Effective Date, relating to the 

Title III Case, the Debtor or Reorganized Debtor or any of their respective Assets, property, or 

interests of any nature whatsoever, including any interest accrued on such Claims from and after 

the Petition Date, and regardless of whether any property will have been distributed or retained 

pursuant to the Plan on account of such Claims or Causes of Action. Upon the Effective Date, the 

Debtor and Reorganized Debtor shall be deemed discharged and released from any and all Claims, 

Causes of Action, and any other Debts that arose, in whole or in part, prior to the Effective Date 

(including prior to the Petition Date), and all Debts of the kind specified in Bankruptcy Code 

sections 502(g), 502(h), or 502(i), whether or not (a) a Proof of Claim based upon such Debt is 

filed or deemed filed under Bankruptcy Code section 501, (b) a Claim based upon such Debt is 

allowed under Bankruptcy Code section 502 (or is otherwise resolved), or (c) the Holder of a Claim 

based upon such Debt voted to accept the Plan; provided, for the avoidance of doubt, this Article 

XXVII.A.1 does not extend to or include any claims, rights, or defenses (whether ordinary or 

affirmative) of the Vitol Parties related to the Vitol-SCC AP preserved pursuant to the Vitol 

Settlement Agreement, and the Vitol Parties are not releasing and instead is expressly preserving, 

all of its claims, rights, or defenses related to the Vitol-SCC AP as provided in the Vitol Settlement 

Agreement. 

2. Preclusion from Assertion of Claims Against the Debtor 

All Entities shall be precluded from asserting any and all Claims or other obligations, suits, 

judgments, damages, Debts, rights, remedies, Causes of Action, or liabilities, of any nature 

whatsoever, including any interest accrued on such Claims from and after the Petition Date, against 

the Debtor and Reorganized Debtor and each of their respective Assets, property and rights, 

relating to the Title III Case, regardless of whether any property will have been distributed or 

retained pursuant to the Plan on account of such Claims or other obligations, suits, judgments, 

damages, Debts, rights, remedies, Causes of Action, or liabilities. In accordance with the 

foregoing, except as expressly provided in the Plan or the Confirmation Order, the Confirmation 

Order shall constitute a judicial determination, as of the Effective Date, of the discharge and release 

of all such Claims, Causes of Action, or Debt of or against the Debtor and the Reorganized Debtor 

pursuant to Bankruptcy Code sections 524 and 944, applicable to the Title III Case pursuant to 

PROMESA section 301, and such discharge shall void and extinguish any judgment obtained 

against the Debtor or Reorganized Debtor and their respective Assets, and property at any time, to 

the extent such judgment is related to a discharged Claim, Debt, or liability. As of the Effective 

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Date, and in consideration for the value provided under the Plan, each Holder of a Claim in any 

Class under this Plan shall be and hereby is deemed to release and forever waive and discharge as 

against the Debtor and Reorganized Debtor, and their respective Assets and property and all such 

Claims; provided, for the avoidance of doubt, this Article XXVII.A.2 does not extend to or include 

any claims, rights, or defenses (whether ordinary or affirmative) of the Vitol Parties related to the 

Vitol-SCC AP preserved pursuant to the Vitol Settlement Agreement, and the Vitol Parties are is 

not releasing and instead is expressly preserving, all of its claims, rights, or defenses related to the 

Vitol-SCC AP as provided in the Vitol Settlement Agreement. 

3. Injunction Related to Discharge of Claims 

Except as otherwise expressly provided in this Article XXVII of the Plan, the Confirmation 

Order or such other Final Order of the Title III Court that may be applicable, all Entities who have 

held, hold, or may hold Claims or any other Debt or liability that is discharged or released pursuant 

to Article XXVII hereof or who have held, hold, or may hold Claims or any other Debt or liability 

that is discharged or released pursuant to Article XXVII hereof are permanently enjoined, from 

and after the Effective Date, from (a) commencing or continuing, directly or indirectly, in any 

manner, any action or other proceeding (including, without limitation, any judicial, arbitral, 

administrative, or other proceeding) of any kind on any such Claim or other Debt or liability that 

is discharged or released pursuant to the Plan against any of the Released Parties or any of their 

respective Assets or property, (b) the enforcement, attachment, collection, or recovery by any 

manner or means of any judgment, award, decree, or order against any of the Released Parties or 

any of their respective assets or property on account of any Claim or other Debt or liability that is 

discharged or released pursuant to the Plan, (c) creating, perfecting, or enforcing any encumbrance 

of any kind against any of the Released Parties or any of their respective assets or property on 

account of any Claim or other Debt or liability that is discharged or released pursuant to the Plan, 

and (d) except to the extent provided, permitted, or preserved by Bankruptcy Code sections 553, 

555, 556, 559, or 560 or pursuant to the common law right of recoupment, asserting any right of 

setoff, subrogation, or recoupment of any kind against any obligation due from any of the Released 

Parties or any of their respective assets or property, with respect to any such Claim or other Debt 

or liability that is discharged or released pursuant to the Plan. Such injunction shall extend to all 

successors and assigns of the Released Parties and their respective assets and property. 

Section 27(B) – Releases by the Debtor and Reorganized Debtor:

Except as otherwise expressly provided in the Plan or the Confirmation Order, on the 

Effective Date, and for good and valuable consideration, each of the Debtor and Reorganized 

Debtor, the Distribution Agent and each of the Debtor’s and Reorganized Debtor’s Related Persons 

shall be deemed to have and hereby does irrevocably and unconditionally, fully, finally, and 

forever waive, release, acquit, and discharge the Released Parties from any and all Claims or 

Causes of Action that the Debtor, Reorganized Debtor, and the Distribution Agent, or any of them, 

or anyone claiming through them, on their behalf or for their benefit, have or may have or claim 

to have, now or in the future, against any Released Party that are Released Claims or otherwise are 

based upon, relate to, or arise out of or in connection with, in whole or in part, any act, omission, 

transaction, event, or other circumstance relating to the Title III Case, the Fuel Line Lender PSA, 

the National PSA, or the Debtor taking place or existing on or prior to the Effective Date, and/or 

any Claim, act, fact, transaction, occurrence, statement, or omission in connection with or alleged 

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or that could have been alleged, including, without limitation, any such Claim, demand, right, 

liability, or cause of action for indemnification, contribution, or any other basis in law or equity 

for damages, costs, or fees. 

Section 27(C) – Releases by Holders of Claims: 

Notwithstanding anything contained in this Plan to the contrary, as of the Effective Date, 

for good and valuable consideration, each Holder of a Claim is deemed to have released and 

discharged the Debtor and the Reorganized Debtor from any and all Causes of Action, whether 

known or unknown, including any derivative claims, asserted on behalf of the Debtor, that such 

Entity would have been legally entitled to assert (whether individually or collectively), based on 

or relating to, or in any manner arising from, in whole or in part, the Debtor (including 

management, ownership, or operation thereof), the Debtor’s in- or out-of-court restructuring 

efforts, intercompany transactions, the Title III Case, the formulation, preparation, dissemination, 

negotiation, or filing of the Disclosure Statement, the Plan, the Uninsured Bond Settlement 

Agreement, the Vitol Settlement Agreement, the Restructuring Transactions, the Fuel Line Lender 

PSA, the National PSA, or any contract, instrument, release, or other Definitive Documents, 

agreement, or document created or entered into in connection with the Disclosure Statement, or 

the Plan, the filing of the Title III Case, the pursuit of Confirmation, the pursuit of consummation, 

the administration and implementation of the Plan, including the issuance or distribution of 

securities pursuant to the Plan, or the distribution of property under the Plan or any other related 

agreement, or upon any other related act or omission, transaction, agreement, event, or other 

occurrence taking place on or before the Effective Date. Notwithstanding anything to the contrary 

in the foregoing, the releases set forth above do not release any post-Effective Date obligations of 

any party or Entity under the Plan, the Restructuring Transactions, or any document, instrument, 

or agreement (including those set forth in the Plan Supplement) executed to implement the Plan. 

Section 27(D) – Exculpation 

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or 

incur, and each Exculpated Party is released and exculpated from any Cause of Action for any 

claim related to any act or omission in connection with, relating to, or arising out of, the Title III 

Case, the formulation, preparation, dissemination, negotiation, or filing of the Fuel Line Lender 

PSA, the National PSA, Disclosure Statement, the Plan, the Uninsured Bond Settlement 

Agreement, the Vitol Settlement Agreement, or any Restructuring Transaction, contract, 

instrument, release or other Definitive Document, agreement, or document created or entered into 

in connection with the Disclosure Statement or the Plan, the filing of the Title III Case, the pursuit 

of Confirmation, the pursuit of consummation, the administration and implementation of the Plan, 

including the issuance of securities pursuant to the Plan, or the distribution of property under the 

Plan or any other related agreement, except for claims related to any act or omission that is 

determined in a Final Order to have constituted actual fraud or gross negligence, but in all respects 

such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their 

duties and responsibilities pursuant to the Plan. The Exculpated Parties have, and upon completion 

of the Plan shall be deemed to have, participated in good faith and in compliance with the 

applicable laws with regard to the solicitation of votes and distribution of consideration pursuant 

to the Plan and, therefore, are not, and on account of such distributions shall not be, liable at any 

time for the violation of any applicable law, rule, or regulation governing the solicitation of 

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acceptances or rejections of the Plan or such distributions made pursuant to the Plan. For the 

avoidance of doubt, notwithstanding anything contained herein to the contrary, the Plan shall not, 

and shall not be construed to, release or exculpate, any payment obligation under the applicable 

National Insurance Policy, to any beneficial holder of National Insured Bonds, in accordance with 

its terms solely to the extent of any failure of such holder to receive the treatment provided to 

Holders of Claims in Class 5 (or any claims that National may have against a beneficial holder of 

National Insured Bonds with respect to National’s applicable obligations under the National 

Insurance Policies). 

Section 27(E) – Injunction 

As of the Effective Date, all Entities that hold, have held, or may hold a Released Claim 

that is released pursuant to this Article XXVII of the Plan, are, and shall be, permanently, forever 

and completely stayed, restrained, prohibited, barred, and enjoined from taking any of the 

following actions, whether directly or indirectly, derivatively, or otherwise, on account of or based 

on the subject matter of such discharged Released Claims: (i) commencing, conducting, or 

continuing in any manner, directly or indirectly, any suit, action, or other proceeding (including, 

without limitation, any judicial, arbitral, administrative, or other proceeding) in any forum; (ii) 

enforcing, attaching (including, without limitation any prejudgment attachment), collecting, or in 

any way seeking to recover any judgment, award, decree, or other order; (iii) creating, perfecting, 

or in any way enforcing in any matter, directly or indirectly, any Lien; (iv) setting off, seeking 

reimbursement or contributions from, or subrogation against, or otherwise recouping in any 

manner, directly or indirectly, any amount against any liability or obligation owed to any Entity 

released under Article XXVII hereof; and (v) commencing or continuing in any manner, in any 

place of any judicial, arbitration, or administrative proceeding in any forum, that does not comply 

with or its inconsistent with the provisions of the Plan or the Confirmation Order. 

Section 36(C) – Supplemental Injunction 

Notwithstanding anything contained herein to the contrary, except to the limited extent 

provided in the Plan, all Entities, including Entities acting on their behalf, who currently hold or 

assert, have held or asserted, or may hold or assert, any Released Claims against any of the 

Released Parties based upon, attributable to, arising out of or relating to the Title III Case or any 

Claim against the Debtor, whenever and wherever arising or asserted, whether in the U.S. or 

anywhere else in the world, whether sounding in tort, contract, warranty, statute, or any other 

theory of law, equity or otherwise, shall be, and shall be deemed to be, permanently stayed, 

restrained and enjoined from taking any action against any of the Released Parties for the purpose 

of directly or indirectly collecting, recovering or receiving any payment or recovery with respect 

to any Released Claims arising prior to the Effective Date (including prior to the Petition Date), 

including, but not limited to: 

1. Commencing or continuing in any manner any action or other proceeding of any 

kind with respect to any such Released Claim against any of the Released Parties 

or the assets or property of any Released Party; 

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2. Enforcing, attaching, collecting, or recovering, by any manner or means, any 

judgment, award, decree, or order against any of the Released Parties or the assets 

or property of any Released Party with respect to any such Released Claim; 

3. Creating, perfecting, or enforcing any Lien of any kind against any of the Released 

Parties or the assets or property of any Released Party with respect to any such 

Released Claim; 

4. Except as otherwise expressly provided in the Plan or the Confirmation Order, 

asserting, implementing or effectuating any setoff, right of subrogation, indemnity, 

contribution, or recoupment of any kind against any obligation due to any of the 

Released Parties or against the property of any Released Party with respect to any 

such Released Claim; and 

5. Taking any act, in any manner, in any place whatsoever, that does not conform to, 

or comply with, the provisions of the Plan or the Confirmation Order, provided, 

however, that the Debtor’s compliance with the formal requirements of Bankruptcy 

Rule 3016 shall not constitute an admission that the Plan provides for any injunction 

against conduct not otherwise enjoined under the Bankruptcy Code. 

Dated: ___________ 2023 

 San Juan, Puerto Rico 

Respectfully submitted, 

 /s/ 

Martin J. Bienenstock 

Paul V. Possinger 

Ehud Barak 

Margaret A. Dale 

Michael T. Mervis 

Daniel S. Desatnik 

(Admitted Pro Hac Vice) 

PROSKAUER ROSE LLP

Eleven Times Square 

New York, NY 10036 

Tel: (212) 969-3000 

Fax: (212) 969-2900 

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Email: mbienenstock@proskauer.com 

 ppossinger@proskauer.com 

 ebarak@proskauer.com 

 ddesatnik@proskauer.com 

/s/ 

Hermann D. Bauer 

USDC No. 215205 

O’NEILL & BORGES LLC 

250 Muñoz Rivera Ave., Suite 800 

San Juan, PR 00918-1813 

Tel: (787) 764-8181 

Fax: (787) 753-8944 

Email: hermann.bauer@oneillborges.com 

Attorneys for the Financial Oversight and 

Management Board as representative for 

PREPA

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