UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

 

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 (Bankruptcy Case No. 17-BK-3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) 

Puerto Rico Highways and Transportation Authority (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 

(Bankruptcy Case No. 17-BK-3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (v) Puerto Rico Electric Power 

Authority (Bankruptcy Case No. 17-BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico 

Public Buildings Authority (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).

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

Case 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

Case No. 17-BK-4780-LTS

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as a representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Plaintiff,

Adv. Proc. No. 19-00391-LTS

PROMESA Title III

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INFORMATIVE MOTION OF THE FINANCIAL OVERSIGHT

AND MANAGEMENT BOARD REGARDING THE PUERTO RICO FISCAL 

AGENCY AND FINANCIAL ADVISORY AUTHORITY’S INTERVENOR

STIPULATION RELATING TO ADV. PROC. NO. 19-00391-LTS 

To The Honorable United States District Court Judge Laura Taylor Swain:

The Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”), 

as sole Title III representative of the Puerto Rico Electric Power Authority (“PREPA”) in this Title 

III case pursuant to section 315(b) of the Puerto Rico Oversight, Management and Economic 

Stability Act (“PROMESA”),2respectfully submits this informative motion (this “Informative 

Motion”) in connection with Adv. Proc. No. 19-00391-LTS (the “Adversary Proceeding”), 

notifying the Court of the Stipulation and Agreed Order By and Among the Oversight Board, U.S. 

Bank National Association, and Puerto Rico Fiscal Agency and Financial Advisory Authority

regarding intervention in the Adversary Proceeding, attached hereto as Exhibit A (the “Stipulation 

and Proposed Agreed Order”), and requesting the Court so order the Stipulation and Proposed 

Agreed Order, and states as follows:

1. On October 6, 2022, the Oversight Board filed the Informative Motion of Financial 

Oversight and Management Board Regarding Intervenor Stipulations Relating to Adv. Proc. No. 

19-00391 [Adv. Proc. No. 19-00391, Docket No. 29] (the “Intervenor Informative Motion”), 

informing the Court the Oversight Board, U.S. Bank National Association, as Trustee 

 

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

v.

U.S. BANK NATIONAL ASSOCIATION, AS 

TRUSTEE,

Defendant.

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(“Defendant”), and certain parties had agreed to stipulations and proposed agreed orders regarding 

intervention in the Adversary Proceeding, and requesting the Court so order those stipulations and 

proposed agreed orders. 

2. The Intervenor Informative Motion also informed the Court that the Oversight 

Board and the Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”) were 

working on a stipulation and proposed agreed order permitting AAFAF to intervene in the 

Adversary Proceeding as a plaintiff. Intervenor Informative Motion ¶ 10.

3. Also, on October 6, 2022, AAFAF filed the Motion of the Puerto Rico Fiscal 

Agency and Financial Advisory Authority for Leave to Intervene as Plaintiff [Adv. Proc. No. 19-

00391, Docket No. 31] (the “AAFAF Motion”), requesting that the Court enter an order permitting 

AAFAF to intervene in the Adversary Proceeding as a plaintiff on the terms set forth in the 

proposed order attached to the AAFAF Motion as Exhibit A (the “AAFAF Proposed Order”). 

AAFAF Motion ¶ 5. 

4. The Oversight Board is pleased to report that the Oversight Board, Defendant, and 

AAFAF have reached an agreement regarding AAFAF’s intervention in the Adversary 

Proceeding, which is reflected in the Stipulation and Proposed Agreed Order, attached hereto as 

Exhibit A. By agreement of the Oversight Board, AAFAF and Defendant, the Stipulation and 

Proposed Agreed Order supersedes the AAFAF Proposed Order.

[Remainder of page intentionally left blank]

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WHEREFORE, the Oversight Board respectfully requests that the Court take notice of 

this Informative Motion and so order the Stipulation and Proposed Agreed Order, attached hereto

as Exhibit A.

Dated: October 13, 2022

San Juan, Puerto Rico

Respectfully submitted,

/s/ Michael T. Mervis

Martin J. Bienenstock

Margaret A. Dale

Michael T. Mervis

Paul V. Possinger

Ehud Barak

Daniel S. Desatnik

Elliot R. Stevens

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Attorneys for the Financial 

Oversight and Management Board 

as representative for PREPA

/s/ Luis F. del Valle-Emmanuelli

Luis F. del Valle-Emmanuelli

USDC-PR No. 209514

P.O. Box 79897

Carolina, Puerto Rico 00984-9897

Tel. 787.647.3503

dvelawoffices@gmail.com

OF COUNSEL FOR

A&S LEGAL STUDIO, PSC

434 Avenida Hostos

San Juan, PR 00918

Tel: (787) 751-6764/763-0565

Fax: (787) 763-8260

Co-Attorneys for the Financial

Oversight and Management Board

as Representative for PREPA

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CERTIFICATE OF SERVICE

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 notifications of such filing to all CM/ECF 

participants in this case.

/s/ Luis F. del Valle-Emmanuelli

Luis F. del Valle-Emmanuelli

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Exhibit A

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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

 

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 (Bankruptcy Case No. 17-BK-3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) 

Puerto Rico Highways and Transportation Authority (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 

(Bankruptcy Case No. 17-BK-3566-LTS) (Last Four Digits of Federal Tax ID: 9686); (v) Puerto Rico Electric Power 

Authority (Bankruptcy Case No. 17-BK-4780-LTS) (Last Four Digits of Federal Tax ID: 3747); and (vi) Puerto Rico 

Public Buildings Authority (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).

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

Case 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

Case No. 17-BK-4780-LTS

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO, 

as a representative of

PUERTO RICO ELECTRIC POWER AUTHORITY,

Plaintiff,

Adv. Proc. No. 19-00391-LTS

PROMESA Title III

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STIPULATION AND AGREED ORDER BY AND AMONG 

THE OVERSIGHT BOARD, U.S. BANK NATIONAL ASSOCIATION AND 

PUERTO RICO FISCAL AGENCY AND FINANCIAL ADVISORY AUTHORITY

This stipulation and consent order (The “Stipulation”) is made and entered into by 

and among the Financial Oversight and Management Board for Puerto Rico (“Plaintiff”), U.S. 

Bank National Associate, as Trustee (“Defendant”), and the Puerto Rico Fiscal Agency and 

Financial Advisory Authority (“AAFAF” and, together with Plaintiff and Defendant, the 

“Parties”). The Parties hereby stipulate and agree as follows: 

RECITALS

WHEREAS AAFAF acts as the Puerto Rico Electric Power Authority’s fiscal 

agent pursuant to the authority granted to it under the Enabling Act of the Fiscal Agency and 

Financial Advisory Authority, Act 2-2017;

WHEREAS; on June 28, 2019, this Court entered a Stipulation and Agreed Order 

by and Among the Oversight Board and the AAFAF [Case No. 17- BK-4780-LTS, ECF No. 1405] 

(the “AAFAF Stipulation”), which appointed AAFAF as section 926 Co-Trustee for the Puerto 

Rico Electric Power Authority (“PREPA”) and co-Plaintiff with respect to the Adversary 

Proceeding; 

WHEREAS, the Oversight Board has exercised its right to terminate the AAFAF 

Stipulation, and has therefore become the sole plaintiff in the Adversary Proceeding [Case No. 19-

391-LTS, ECF No. 26]; 

v.

U.S. BANK NATIONAL ASSOCIATION, AS 

TRUSTEE,

Defendant.

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WHEREAS, notwithstanding termination of the AAFAF Stipulation, AAFAF, by 

virtue of its statutory responsibilities under Act 2-2017 to act as the fiscal agent for and oversee 

all matters related to the restructuring of debts of all entities of the Government of Puerto Rico 

(including PREPA), asserts a right to intervene in this Adversary Proceeding under Federal Rule 

of Bankruptcy Procedure 7024 and Bankruptcy Code Section 1109(b); 

WHEREAS AAFAF is timely requesting intervention consistent with Rule 7024

of the Federal Rules of Bankruptcy Procedure and the Order (A) Granting in Part and Denying in 

Part Urgent Motion of Financial Oversight and Management Board for Order (I) Establishing 

Schedule to Continue Negotiations During Litigation of Gating Issues Pursuant To Litigation 

Schedule and (II) Granting Related Relief and (B) Staying Certain Motions Filed by PREPA 

Bondholders [Docket No. 22 in Adv. Proc. No. 19-00391-LTS] (the “Scheduling Order”); and

WHEREAS AAFAF, Plaintiff, and Defendant agree to intervention by AAFAF on 

the terms set forth herein, and such intervention will not unduly prejudice or delay the adjudication 

of the original parties’ rights; 

WHEREAS AAFAF, Plaintiff and Defendant have agreed AAFAF may intervene 

as a plaintiff in this adversary proceeding, on the terms set forth below; 

NOW THEREFORE, the Parties hereby stipulate and agree, and upon the Court’s 

approval the terms hereof shall be ordered and binding on all parties in interest, as follows: 

STIPULATION

1. AAFAF may intervene as a plaintiff (and, if Plaintiff is named as a counterclaim 

defendant, to intervene on the side of the counterclaim defendant) in this adversary proceeding

with a right to be heard by pleading or argument on any matter in the litigation, subject to the 

following limitations: 

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a. AAFAF may file non-duplicative briefs or other submissions (including any 

supporting evidence that may be necessary) in accordance with the litigation 

schedule applicable to Intervenors as relates to summary judgment motions and 

56(d) application briefing set forth in Schedule 1 to the Scheduling Order. 

b. AAFAF may be heard, subject to the Court’s discretion, at any oral argument in 

this adversary proceeding, provided it undertakes to avoid duplication with 

Plaintiff. 

c. AAFAF shall only raise arguments with respect to the counts asserted by Plaintiff 

in the Amended Complaint filed in this adversary proceeding (or any counterclaims 

thereto). For the avoidance of doubt, and subject to the terms of this Order, AAFAF 

may raise arguments based on matters uniquely within the government’s 

knowledge or that relate to the powers of any non-debtor governmental entity (other 

than the Oversight Board) provided they relate to the counts asserted by Plaintiff in 

the Amended Complaint (or any counterclaims thereto). 

d. AAFAF shall be entitled to receive all pleadings, memoranda, and any other 

discovery or documents produced in connection with this adversary proceeding. To 

the extent, if any, discovery is allowed, AAFAF must make good faith efforts to 

serve any discovery requests and/or pleadings related thereto jointly with Plaintiff; 

provided, that if such efforts fail, AAFAF may propound non-duplicative 

discovery. AAFAF shall be entitled to receive notice of all scheduled depositions 

and attend depositions and may question witnesses, provided that it avoids

duplication with Plaintiff. 

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e. AAFAF shall not have consent rights over any settlement of the adversary 

proceeding, but shall retain all rights it has as a party in interest in this Title III case, 

including the right to object to any settlement. 

2. Subject to paragraphs 1(a) and 5 herein, the Parties shall confer with AAFAF 

regarding scheduling for any future dispositive motion practice in the Adversary Proceeding not 

already established under the Scheduling Order as required in this Court’s Standing Order. 

AAFAF shall, in good faith, coordinate with other plaintiffs with respect to filings in a timely 

manner to seek to avoid unnecessary intervention pleadings. 

3. Past and future statements and writings of AAFAF shall not be attributed to or 

admissions of the Financial Oversight and Management Board for Puerto Rico for any purpose.

4. AAFAF may seek relief from any of the foregoing limitations upon a showing of 

cause. 

5. AAFAF will not assert in this proceeding that the PREPA Bondholders or the 

Trustee cannot assert Counterclaims against AAFAF or propound discovery against AAFAF, or 

be limited in propounding discovery to AAFAF, based on the fact that it is intervening as a plaintiff 

rather than being a named plaintiff. 

6. This Order shall take immediate effect and be enforceable upon its entry. 

7. The Court shall retain jurisdiction to hear and determine all matters arising from 

implementation of this Order. 

8. The third and fourth recitals to this Stipulation are not binding on the Defendant, 

and nothing in this Stipulation shall affect, limit or impair any rights, remedies or claims that the 

Defendant or Intervenor Defendants may have against AAFAF or the Commonwealth of Puerto 

Rico arising from or related to this Adversary Proceeding.

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IT IS SO STIPULATED. 

Dated: October 13, 2022

PROSKAUER ROSE LLP

/s/ Martin J. Bienenstock

MARTIN J. BIENENSTOCK*

MARGARET DALE*

PAUL V. POSSINGER*

EHUD BARAK*

DANIEL S. DESATNIK*

ELLIOT R. STEVENS*

Eleven Times Square

New York, NY 10036

Tel.: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

mdale@proskauer.com

ppossinger@proskauer.com

ebarak@proskauer.com

ddesatnik@proskauer.com

estevens@proskauer.com

* Admitted Pro Hac Vice

Counsel for the Financial Oversight and 

Management Board as Representative for 

PREPA

/s/ Luis F. Del Valle-Emmanuelli

LUIS F. DEL VALLE-EMMANUELLI

USDC-PR No. 209514

P.O. Box 79897

Carolina, PR 00984-9897

Tel.: (787) 647-3503

Email: dvelawoffices@gmail.com

OF COUNSEL FOR A&S LEGAL 

STUDIO, PSC

434 Avenida Hostos

San Juan, PR

Tel.: (787) 751-6764/763-0565

Fax: (787) 763-8260

Co-Attorneys for the Financial 

Oversight and Management Board as 

Representative for PREPA

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RIVERA, TULLA & FERRER

/s/ Eric A. Tulla

ERIC A. TULLA

USDC-PR No. 118313

50 Quisqueya Street

San Juan, PR 00917-1212

Tel.: (787) 753-0438

Fax: (787) 767-5784

Email: etulla@riveratulla.com

/s/ Iris J. Cabrera Gomez

IRIS J. CABRERA GOMEZ

USDC-PR No. 221101

Email: icabrera@riveratulla.com

Counsel for U.S. Bank National 

Association, in its Capacity as Trustee

MASLON LLP

/s/ Clark T. Whitmore

CLARK T. WHITMORE*

WILLIAM Z. PENTELOVITCH*

JOHN T. DUFFEY*

JASON M. REED*

90 South Seventh Street, Suite 330

Minneapolis, MN 55402

Tel.: (612) 672-8200

Fax: (612) 672-8397

Email: clark.whitmore@maslon.com

bill.pentelovitch@maslon.com

john.duffey@maslon.com

jason.reed@maslon.com

* Admitted Pro Hac Vice

Counsel for U.S. Bank National 

Association, in its Capacity as Trustee

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/s/ Maria J. DiConza

John J. Rapisardi

Maria J. DiConza

(Admitted Pro Hac Vice) 

O’MELVENY & MYERS LLP

7 Times Square

New York, New York 10036

Tel: (212) 326-2000

Fax: (212) 326-2061

Email: jrapisardi@omm.com 

mdiconza@omm.com

-andPeter Friedman

(Admitted Pro Hac Vice)

O’MELVENY & MYERS LLP

1625 Eye Street, NW 

Washington, DC 20006 

Telephone: (202) 383-5300 

Facsimile: (202) 383-5414 

Email: pfriedman@omm.com 

-andElizabeth L. McKeen

Ashley M. Pavel

(Admitted Pro Hac Vice)

O’MELVENY & MYERS LLP

610 Newport Center Drive, 17th Floor

Newport Beach, CA 92660

Telephone: (949) 823-6900

Facsimile: (949) 823-6994

Email: emckeen@omm.com

apavel@omm.com 

Attorneys for the Puerto Rico Fiscal Agency 

and Financial Advisory Authority

/s/ Luis C. Marini-Biaggi

Luis C. Marini-Biaggi

USDC No. 222301 

Email: lmarini@mpmlawpr.com

Carolina Velaz-Rivero

USDC No. 300913

Email: cvelaz@mpmlawpr.com 

MARINI PIETRANTONI MUÑIZ LLC

Co-Attorneys for the Puerto Rico Fiscal 

Agency and Financial Advisory Authority 

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SO ORDERED. 

Dated: _____________, 2022

________________________________________

HONORABLE LAURA TAYLOR SWAIN

United States District Judge

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