Schedule 3(b) 

Form of Ballot for Non-Settling Monolines on Account of Claims in 

Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims)

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Schedule 3(b) - Form of Ballot for Non-Settling Monolines Page 1 of 11
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) 

BALLOT FOR 

NON-SETTLING MONOLINES ON ACCOUNT OF CLAIMS IN CLASS 2 

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS) 

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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The Financial Oversight And Management Board For Puerto Rico (the “Oversight Board”), 

as representative of the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”), 

pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic Stability 

Act (“PROMESA”),2

 is soliciting votes with respect to the Modified Second Amended Title III 

Plan of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [Case No. 

17-BK-4780, ECF No. _____]3 (as the same may be updated, supplemented, amended and/or 

otherwise modified from time to time, the “Plan”), from the holders of certain impaired Claims 

against PREPA. 

By order dated >Ɣ@ [ECF No. ___] (the “Disclosure Statement Order”), the Court 

approved the Disclosure Statement for the Modified Second Amended Title III Plan of Adjustment 

of the Puerto Rico Electric Power Authority, dated March 1, 2023 [ECF No. ___] (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”), and authorized the Debtor to 

solicit votes with respect to the acceptance or rejection of the Plan. 

Copies of the Plan and Disclosure Statement are enclosed in the package containing this 

Ballot. All capitalized terms used but not otherwise defined herein shall have the meanings 

given to such terms in the Plan. If you have any questions regarding the proper completion 

of this Ballot, please contact Kroll Restructuring Administration LLC (“Kroll” or the 

“Balloting Agent”),4 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).

This Ballot is to be used for voting by a Non-Settling Monoline. Pursuant to the Disclosure 

Statement Order, a Non-Settling Monoline is entitled to vote to accept or reject the Plan on account 

of Impaired Claims in Class 2 (Non-Settling Bondholder and Non-Settling Monoline Claims) 

arising from securities insured by such Non-Settling Monoline. To have your vote counted, you 

must complete, sign, and return this Ballot so that it is received by the Balloting Agent no 

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

(the “Voting Deadline”).

 

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

2

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

3

 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780. 

4

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

Administration LLC. 

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b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

PUERTO RICO BALLOT PROCESSING 

C/O KROLL RESTRUCTURING ADMINISTRATION LLC 

(F/K/A PRIME CLERK LLC) 

850 THIRD AVENUE, SUITE 412 

BROOKLYN, NY 11232 

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery. 

 

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth 

Accepting Ballots by Hand Delivery 

All locations are available from 

April 10, 2023 to June 7, 2023 

(except weekends and federal holidays) 

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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You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform). 

 The Ballot must actually be received by the Balloting Agent by no later than the 

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

extended by the Debtor. 

 Solely for purposes of voting to accept or reject the Plan and not for the purpose of the 

allowance of, or distribution on account of, any Claim, and without prejudice to the Debtor’s rights 

in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the 

Plan shall be in an amount as determined by the procedures set forth in the Disclosure Statement 

Order. 

This Ballot does not and shall not be deemed to constitute (i) an assertion of a Claim, (ii) a 

proof of claim, or (iii) an admission by the Debtor of the nature, validity, or amount of any Claim 

or the right to vote on account of securities giving rise to such Claim. 

PLEASE COMPLETE THE FOLLOWING: 

Item 1. Amount of Claim 

For purposes of voting to accept or reject the Plan, the undersigned holds Claim(s) in Class 2 

(Non-Settling Bondholder and Non-Settling Monoline Claims) set forth below in the following 

aggregate amount:

$ 

* * * * * 

Item 2. Vote on Plan. 

The undersigned holder of a Claim in the amount set forth in Item 1 above hereby votes to (please 

check one): 

 ACCEPT (vote FOR) the Plan  REJECT (vote AGAINST) the Plan 

To submit your Ballot via the “E-Ballot” platform, please visit 

https://cases.ra.kroll.com/puertorico. Click on the “Submit E-Ballot” section of the website 

and follow the instructions to submit your Ballot. 

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IMPORTANT NOTE: You will need the following information to retrieve and submit your 

customized electronic Ballot: 

 Unique E-Ballot ID#: 

Kroll’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via electronic 

or online transmission. Ballots submitted by facsimile, email or other means of electronic 

transmission will not be counted. 

Each E-Ballot ID# is to be used solely for voting only those Claims described in Item 1 of 

your electronic Ballot. Please complete and submit an E-Ballot for each E-Ballot ID# you 

receive, as applicable. 

Creditors who cast a Ballot using Kroll’s “E-Ballot” platform should NOT also submit a paper 

Ballot. 

Item 3. Acknowledgements and Certification. 

By signing this Ballot, the undersigned acknowledges that the undersigned has been provided with 

a copy of the Plan, Disclosure Statement, and Disclosure Statement Order. The undersigned 

certifies that (i) it is the holder of the Claim(s) identified in Item 1 above, or (ii) it has asserted full 

power and authority to vote to accept or reject the Plan. The undersigned further acknowledges 

that the Debtor’s solicitation of votes is subject to all terms and conditions set forth in the 

Disclosure Statement and the order of the District Court approving the Disclosure Statement and 

the procedures for the solicitation of votes to accept or reject the Plan contained therein. 

Name of Holder: 

 (Print or Type) 

 

 

Signature: 

Name of Signatory: 

 (If other than holder) 

Title: 

Address: 

 

 

Telephone 

Number: 

Email: 

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Date Completed: 

 

 

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VOTING INSTRUCTIONS FOR A NON-SETTLING MONOLINE 

COMPLETING A BALLOT ON ACCOUNT OF CLAIMS IN CLASS 2 

(NON-SETTLING BONDHOLDER AND NON-SETTLING MONOLINE CLAIMS) 

1. This Ballot is submitted to you to (i) solicit your vote to accept or reject the 

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [Case No. 17-BK-4780, ECF No. _____]5

 (as the same may be 

updated, supplemented, amended and/or otherwise modified from time to time, the “Plan”), and 

(ii) consent to the injunction and release provisions of the Plan if you vote to accept the Plan. The 

terms of the Plan are described 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 [ECF 

No. ___] (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”). All 

capitalized terms used but not otherwise defined herein or in the Ballot shall have the meanings 

given to such terms in the Plan. PLEASE READ THE PLAN AND DISCLOSURE 

STATEMENT CAREFULLY BEFORE COMPLETING THIS BALLOT. 

2. The Plan will be accepted by a Class of Claims if it is accepted by the holders of 

two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims 

in a Class that have voted to accept or reject the Plan. In the event a Class rejects the Plan, the 

Court may nevertheless confirm the Plan and thereby make it binding on holders of Claims in the 

Class if the Court finds the Plan does not unfairly discriminate against and accords fair and 

equitable treatment to the holders of Claims in the Class and all other Classes of Claims rejecting 

the Plan, and otherwise satisfies the requirements of PROMESA Section 314(b) and Section 

1129(b) of the Bankruptcy Code. If the Plan is confirmed by the Court, all holders of Claims 

against the Debtor (including those holders who abstain from voting on or reject the Plan, and 

those holders who are not entitled to vote on the Plan) will be bound by the confirmed Plan and 

the transactions contemplated thereby, whether or not they vote and whether or not they accept the 

Plan.

3. To have your vote counted, you must properly complete, sign, and return this 

Ballot to the Balloting Agent so that it is received by the Balloting Agent no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023 (the “Voting Deadline”). 

Ballots must be delivered to the Balloting Agent by one of the following methods: 

a. Online: Visit https://cases.ra.kroll.com/puertorico/ and click the “Submit EBallot” link. Follow the instructions set forth on the website. You are encouraged to 

submit your Ballot via the E-Ballot platform. If you choose to submit your Ballot via 

the E-Ballot platform, you should NOT submit your paper copy Ballot as well.

b. First Class Mail, Hand Delivery, or Overnight Courier: Deliver to the address 

below (or in the enclosed envelope, which may have a different zip code):

5

 Unless otherwise specified herein, docket references shall refer to Case No. 17-BK-4780. 

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PUERTO RICO BALLOT PROCESSING 

C/O KROLL RESTRUCTURING ADMINISTRATION LLC 

 (F/K/A PRIME CLERK LLC) 

850 THIRD AVENUE, SUITE 412 

BROOKLYN, NY 11232 

If you would like to coordinate hand delivery of your Ballot to the address above, 

please send an email to puertoricoinfo@ra.kroll.com (with ‘PREPA Solicitation’ in 

the subject line) and provide the anticipated date and time of your delivery. 

c. Hand Delivery to On-Island Collection Site: Deliver to one of the following onisland locations: 

Locations in the Commonwealth 

Accepting Ballots by Hand Delivery 

All locations are available from 

April 10, 2023 to June 7, 2023 

(except weekends and federal holidays) 

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. 

You must deliver the Ballot in the manner described above. Ballots will not be 

accepted by telecopy, facsimile, electronic mail, or other electronic means of transmission 

(except online via Kroll’s E-Ballot platform in accordance with the instructions above). 

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4. To properly complete the Ballot, you must follow the procedures described below: 

a. Ensure the information contained in Item 1 of the Ballot is correct; 

b. You may not split your vote on the Plan. You must vote to accept or reject the 

Plan with all the Claims you hold in a Class; 

c. If you are completing this Ballot on behalf of another entity, indicate your 

relationship to such entity and the capacity in which you are signing and submit 

satisfactory evidence of your authority to so act (e.g., a power of attorney or a 

certified copy of board resolutions authorizing you to so act); 

d. If you also hold Claims in other Classes, you may receive more than one Ballot 

or Ballot, labeled for a different Class of Claims. Your vote will be counted in 

determining acceptance or rejection of the Plan by a particular Class of Claims 

against the Debtor only if you complete, sign, and return the Ballot labeled for 

that Class of Claims in accordance with the instructions on the Ballot; 

e. If you believe you have received the wrong Ballot, please contact the Balloting 

Agent immediately; 

f. Provide your name and mailing address; 

g. Sign and date your Ballot; and 

h. Return your Ballot using an authorized method of return indicated herein. 

5. If more than one Ballot voting the same Claim is received by the Balloting Agent, 

the latest Ballot received prior to the Voting Deadline will, to the extent of any inconsistencies 

between the Ballots, supersede and revoke any prior Ballot. 

* * * * * 

IF YOU: 

(A) HAVE ANY QUESTIONS REGARDING THE BALLOT, 

(B) DID NOT RECEIVE A RETURN ENVELOPE WITH YOUR BALLOT, 

(C) DID NOT RECEIVE A COPY OF THE DISCLOSURE STATEMENT OR 

THE PLAN, 

(D) RECEIVED SOLICITATION PACKAGE MATERIALS IN ELECTRONIC 

FORMAT AND DESIRE PAPER COPIES, OR 

(E) NEED ADDITIONAL COPIES OF THE BALLOT OR OTHER ENCLOSED 

MATERIALS, 

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PLEASE CONTACT THE BALLOTING AGENT BY: 

x TELEPHONE AT (844) 822-9231 (TOLL FREE FOR U.S. AND PUERTO 

RICO) OR (646) 486-7944 (FOR INTERNATIONAL CALLERS), OR 

x EMAIL AT PUERTORICOINFO@RA.KROLL.COM (WITH ‘PREPA 

SOLICITATION’ IN THE SUBJECT LINE). 

PLEASE DO NOT DIRECT ANY INQUIRIES TO THE OVERSIGHT BOARD, AAFAF, 

THE DEBTOR, OR THE COURT. 

 

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