Hearing Date: February 7, 2018 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: January 23, 2018 at 4:00 p.m. (Atlantic Standard Time)

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

--------------------------------------------------------------------x

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)

-------------------------------------------------------------------x

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

This Motion relates only 

to PREPA, and shall be filed in 

Case No. 17 BK 3283-LTS and 

Case No. 17 BK 4780-LTS 

--------------------------------------------------------------------x

PREPA’S FIRST OMNIBUS MOTION FOR ENTRY OF AN ORDER AUTHORIZING 

PREPA TO ASSUME CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL 

REAL PROPERTY PURSUANT TO BANKRUPTCY CODE SECTION 365

 

1

 The Debtors in the jointly-administered Title III cases, along with each Debtor’s respective Title III case number 

listed as a bankruptcy case number due to software limitations 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) 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); (iv) Puerto Rico Highways 

and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal 

Tax ID: 3808); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-

LTS) (Last Four Digits of Federal Tax ID: 3747) (Title III case numbers are listed as Bankruptcy Case numbers 

due to software limitations).

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Document Page 1 of 20
2

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

The Puerto Rico Electric Power Authority (“PREPA”), by and through the Financial 

Oversight and Management Board for Puerto Rico (the “Oversight Board”), as PREPA’s 

representative pursuant to section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”),2respectfully submits this motion (the “Motion”), 

pursuant to section 365 of title 11 of the United States Code (the “Bankruptcy Code”), made 

applicable in this case pursuant to PROMESA section 301(a), and Rule 6006 of the Federal 

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), made applicable in this case pursuant 

to PROMESA section 310, for entry of an order (the “Proposed Order”), substantially in the 

form attached hereto as Exhibit A: (a) authorizing PREPA to assume the two (2) unexpired 

leases of nonresidential real property identified on Exhibit B attached hereto (each, a “Real 

Property Lease” and collectively, the “Real Property Leases”), under each of which PREPA is 

the lessee, and (b) providing any additional relief required in order to effectuate the foregoing. 

PREPA anticipates submitting a declaration in support of this Motion in advance of the hearing, 

and respectfully states as follows:

Jurisdiction and Venue

1. The United States District Court for the District of Puerto Rico (the “Court”) has 

subject matter jurisdiction over this Motion pursuant to PROMESA section 306(a). 

2. Venue is proper in this district pursuant to PROMESA section 307(a).

3. The statutory predicates for the relief sought herein are section 365 of the 

Bankruptcy Code and Bankruptcy Rule 6006, made applicable to this case by PROMESA 

sections 301(a) and 310, respectively.

 

2

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

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3

Background

4. On June 29, 2017, the Oversight Board issued a restructuring certification 

pursuant to PROMESA sections 104(j) and 206, and on July 2, 2017, the Oversight Board filed a 

voluntary petition for relief for PREPA pursuant to section 304(a) of PROMESA, commencing a 

case under title III thereof (the “Title III Case”).

5. On October 6, 2017, the Court entered an order granting the joint administration 

of PREPA’s Title III Case with the Commonwealth’s, for procedural purposes only (the “Joint 

Administration Order”) [Case No. 17-03283-LTS; ECF No. 1417].

6. Pursuant to the Joint Administration Order, the current deadline for PREPA to 

assume or reject nonresidential real property leases is January 28, 2018 [Case No. 17-03283-

LTS; ECF No. 1417 at 5]. 

7. Background information regarding PREPA and the commencement of the Title III 

Case is contained in the Notice of Statement of Oversight Board Regarding PREPA’s Title III 

Case [Case No. 17-04780-LTS; ECF No. 2].

The Real Property Leases

8. The terms of each Real Property Lease, including any applicable contract number, 

the effective date, the expiration date, the annual rent obligation, and the proposed cure amount, 

are identified on Exhibit B.

9. One (1) of the Real Property Leases relates to commercial space used by PREPA 

for a regional office. Regional offices are an important component of PREPA’s business 

operations. Having a regional presence enables PREPA to address region-specific matters in a 

timely fashion and effectively manage localized vendor, customer, and service issues. 

Employees at the regional office perform a variety of administrative services including, among 

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4

other things, technician coordination, payment processing, and certain customer service 

functions. It would be burdensome and disruptive for PREPA to have to relocate this regional 

office. PREPA believes the rent payable under this Real Property Lease is reasonable for its

market, and PREPA expects to utilize the office for the duration of the lease term.

10. The other Real Property Lease relates to commercial space used by PREPA as a 

customer service center. At this location, employees respond to customer inquiries, process 

customer payments, and interface with other departments to resolve service issues. This lease

provides favorable lease terms and enables PREPA to operate in a region that otherwise has 

limited suitable commercial space. PREPA would not likely be able to find comparable office 

space on similar lease terms, and would encounter disruption and incur a greater expense to 

search for an alternative location and relocate than to assume this Real Property Lease.

Relief Requested

11. By this Motion, the Oversight Board, as representative of PREPA, seeks entry of 

an order pursuant to section 365(a) of the Bankruptcy Code authorizing PREPA to assume the 

Real Property Leases and granting such other relief as is just and proper.

Basis for Relief

A. Assumption of the Real Property Leases Pursuant to Section 365 of 

the Bankruptcy Code is a Sound Exercise of PREPA’s Business Judgment

12. Section 365 of the Bankruptcy Code is made applicable in this Title III Case 

pursuant to PROMESA section 301(a). Section 365(a) of the Bankruptcy Code, in turn, provides 

that a debtor-in-possession, “subject to the court’s approval, may assume or reject an executory 

contract or unexpired lease of the debtor.” 11 U.S.C. § 365(a). “The purpose behind allowing

the assumption or rejection of [unexpired leases] is to permit the trustee or debtor in possession 

to use valuable property of the estate and to ‘renounce title to and abandon burdensome 

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5

property.”’ Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 

F.3d 1095, 1098 (2d Cir. 1993) (quoting 2 Collier on Bankruptcy ¶ 365.01[1] (15th ed. 1993)). 

13. Under section 365(d)(4) of the Bankruptcy Code, if the deadline to assume or 

reject a non-residential real property lease in which the debtor is the lessee passes without action 

by the debtor, the lease will “be deemed rejected, and the [debtor must] immediately surrender 

that nonresidential real property to the lessor.” 11 U.S.C. § 365(d)(4). To avoid the deemed 

rejection of a nonresidential real property lease, a debtor need only demonstrate its unequivocal 

intention to assume such lease prior to the expiration of the 365(d)(4) deadline. See In re Casual 

Male Corp., 120 B.R. 256, 261 (Bankr. D. Mass. 1990) (finding that section 365(d)(4) 

“require[s] only timely and unequivocal statements to the lessor of intention to assume” and does 

not require a motion to be filed within the prescribed period (internal citations omitted)); see also 

Cousins Properties, Inc. v. Treasure Isles HC, Inc. (In re Treasure Isles EC, Inc.), 462 B.R. 645, 

650 (B.A.P. 6th Cir. 2011) (“[T]he deadline provisions of 11 U.S.C. § 365(d)(4) are intended to 

set a ‘bright line’ regarding how much time the trustee has to decide whether to assume or reject 

a lease. Congress does not specify the manner in which the trustee is to announce the decision, 

although case law consistently holds that the mere filing of a motion to assume is sufficient.”); In 

re Filene’s Basement, LLC, Case No. 11-13511 (KJC), 2014 WL 1713416, at *8–9 (Bankr. D. 

Del. Apr. 29, 2014) (finding that lease was not deemed rejected under Bankruptcy Code section 

365(d)(4) where motion to assume was filed before the 365(d)(4) deadline expired). Here, the 

deadline for PREPA to assume nonresidential real property leases expires on January 28, 2018, 

which is ten days prior to the next omnibus hearing. Based on the foregoing authorities, the 

filing of this Motion establishes PREPA’s unequivocal intent to assume the Real Property

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6

Leases, and thus they should not be deemed to be rejected on the January 28 deadline, and may 

be assumed under section 365(a).

14. The assumption or rejection of an executory contract or unexpired lease is subject 

to review under the business judgment rule. Under the business judgment rule, “a debtor must 

simply put forth a showing that assumption or rejection of the executory contract or unexpired 

lease will benefit the [d]ebtor’s estate.” In re Vent Alarm Corp., Case No. 15-09316-MCF11, 

2016 WL 1599599, at *3 (Bankr. D.P.R. Apr. 18, 2016). If a debtor has exercised “reasonable” 

business judgment, the court should approve the proposed contract assumption. See In re 

Maiden Brooks Farm LLC, 435 B.R. 81, 83 (Bankr. D. Mass. 2010) (noting that courts afford 

deference to debtors under the business judgement rule).

15. When reviewing a debtor’s business judgment, courts are reluctant to substitute 

their judgment for that of the debtor. In re Republic Airways Holdings Inc., Case No. 16-10429 

(SHL), 2016 WL 2616717, at *4 (Bankr. S.D.N.Y. May 4, 2016) (“Courts generally will not 

second-guess a debtor’s business judgment concerning whether an assumption or rejection 

benefits the debtor’s estate.”). Generally, courts find that a debtor has appropriately exercised its 

business judgment where there is no showing of bad faith or an abuse of discretion. See In re 

LRP Mushrooms, Inc., Case No. 09-18529, 2010 WL 2772510, at *6 (Bankr. E.D. Pa. July 13, 

2010) (“Where the trustee’s request is not manifestly unreasonable or made in bad faith, the 

court should normally grant approval ‘[a]s long as [the proposed action] appears to enhance [the] 

debtor’s estate.” (citing Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1309 (5th 

Cir. 1985))); see also Comput. Sales Int’l, Inc. v. Fed. Mogul (In re Fed. Mogul Global, Inc.), 

293 B.R. 124, 126 (Bankr. D. Del. 2003) (explaining that under the business judgment standard, 

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7

a court should defer to a debtor’s decision with respect to contract assumption or rejection, 

“unless that decision is the product of bad faith or a gross abuse of discretion”).

16. The Debtor’s decision to assume the Real Property Leases is a sound exercise of 

its business judgment. PREPA, its advisors and the Oversight Board’s advisors have reviewed 

the Real Property Leases and determined that it is in PREPA’s best interest to assume the Real 

Property Leases for the reasons set forth above.

17. With PREPA currently facing numerous operational and financing in the midst of 

its recovery from Hurricanes Irma and Maria and restructuring efforts, the assumption of the 

Real Property Leases will enable PREPA to avoid potential business disruptions that could 

negatively impact PREPA’s operations, and will limit distraction of PREPA’s management and 

advisors from more pressing matters. Assuming the Real Property Leases is a sound exercise of 

the Debtor’s business judgment and should be authorized pursuant to section 365 of the 

Bankruptcy Code, applicable in this Title III Case pursuant to PROMESA section 301(a).

18. Pursuant to Section 365(b) of the Bankruptcy Code, PREPA will pay cure 

amounts owed on the Real Property Leases promptly upon entry of an order granting 

assumption. With respect to adequate assurance of future performance on these Real Property 

Leases, while the leases are important to PREPA’s operations, the obligations under these leases 

are not significant in relation to PREPA’s larger operational budget, and PREPA expects to be 

able to satisfy these obligations going forward for the duration of the respective lease terms. 

B. The Motion is Permissible under Bankruptcy Rule 6006

19. Bankruptcy Rule 6006, made applicable in this Title III Case by PROMESA 

section 310, governs the assumption, rejection or assignment of executory contracts or unexpired 

leases, and provides, in relevant part, that “[t]he trustee shall not seek authority to assume or 

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8

assign multiple executory contracts or unexpired leases in one motion unless: (1) all executory 

contracts or unexpired leases to be assumed or assigned are between the same parties or are to be 

assigned to the same assignee; [or] (2) the trustee seeks to assume, but not assign to more than 

one assignee, unexpired leases of real property; . . . .” Fed. R. Bankr. P. 6006(e).3

20. At this time, PREPA seeks only to assume the Real Property Leases. As PREPA 

does not currently intend to assign the Real Property Leases, the Motion is permissible to be filed 

as an omnibus motion pursuant to Rule 6006(e)(2).4 Fed. R. Bankr. P. 6006(e)(2). 

Notice

21. PREPA has provided notice of this Motion to (collectively, the “Notice Parties”): 

(a) the Office of the United States Trustee for the District of Puerto Rico; (b) the indenture 

trustees and/or agents, as applicable, for PREPA’s bonds; (c) the entities on the list of creditors 

holding the 20 largest unsecured claims against PREPA; (d) the statutory committee appointed in 

this Title III Case; (e) the Office of the United States Attorney for the District of Puerto Rico; 

(f) counsel to AAFAF; (g) the Puerto Rico Department of Justice; (h) all parties filing a notice of 

appearance in this Title III Case; and (i) the lessors and/or counsel to the lessors, if known, set 

forth on Exhibit B. PREPA submits that, in light of the nature of the relief requested, no other 

or further notice need be given.

 

3

 Subdivision (f) of Bankruptcy Rule 6006 requires that a motion to assume multiple unexpired leases among 

different parties, if permitted under subdivision (e), among other things, “(1) state in a conspicuous place that 

parties receiving the omnibus motion should locate their names and their contracts or leases listed in the motion; 

(2) list parties alphabetically and identify the corresponding contract or lease; and (3) specify the terms, 

including the curing of defaults, for each requested assumption or assignment.” Fed. Bankr. R. P. 6006(f). The 

Motion satisfies these conditions: (i) the Real Property Leases are identified on Exhibit B, listed alphabetically 

by the counterparty to each Real Property Lease, satisfying Rule 6006(f)(2); (ii) Exhibit B also includes terms 

related to each Real Property Lease, including the cure amount for any existing defaults under each Real 

Property Lease, satisfying Rule 6006(f)(3); and (iii) a notice filed with the Motion conspicuously directs 

recipients of the Motion to locate their names and related Real Property Leases on Exhibit B.

4

 While PREPA does not seek to assign the Real Property Leases at this time, PREPA reserves its right to assign 

the Real Property Leases in the future, whether in conjunction with a confirmed plan of adjustment or 

otherwise.

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Document Page 8 of 20
9

Reservation of Rights

22. PREPA files this Motion without prejudice to or waiver of its rights pursuant to 

PROMESA section 305,5and does not by this Motion provide any consent (of PREPA or the 

Oversight Board) otherwise required by section 305.

No Prior Request

23. No prior request for the relief sought in this Motion has been made to this or any

other court.

[Remainder of Page Intentionally Left Blank]

 

5

PROMESA section 305 provides: 

LIMITATIONS ON JURISDICTION AND POWER OF COURT. 

Subject to the limitations set forth in titles I and II of this Act, notwithstanding any provision in this title to the 

contrary, unless the Oversight Board consents or the plan so provides, the court may not, by any stay, order, or 

decree, in the case or otherwise, interfere with—

(1) any of the political or governmental powers of the debtor; 

(2) any of the property or revenues of the debtor; or 

(3) the use or enjoyment by the debtor of any income-producing property.

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10

WHEREFORE, PREPA respectfully requests the Court enter the Proposed Order 

(a) granting the Motion, and (b) granting PREPA such other relief as is just and proper. 

Dated: January 16, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ 

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Maja Zerjal

(Admission Pro Hac Vice pending)

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/ 

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

Co-Attorneys for the Financial Oversight and 

Management Board as representative for 

PREPA

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Exhibit A

Proposed Order

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UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

--------------------------------------------------------------------x

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)

-------------------------------------------------------------------x

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

This Order relates only 

to PREPA, and shall be filed in 

Case No. 17 BK 3283-LTS and 

Case No. 17 BK 4780-LTS 

Ref. Docket No. ____

--------------------------------------------------------------------x 

ORDER AUTHORIZING PREPA TO ASSUME 

CERTAIN UNEXPIRED LEASES OF NONRESIDENTIAL 

REAL PROPERTY PURSUANT TO BANKRUPTCY CODE SECTION 365

 

1

 The Debtors in the jointly-administered Title III cases, along with each Debtor’s respective Title III case number 

listed as a bankruptcy case number due to software limitations 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) 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); (iv) Puerto Rico Highways 

and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal 

Tax ID: 3808); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-

LTS) (Last Four Digits of Federal Tax ID: 3747) (Title III case numbers are listed as Bankruptcy Case numbers 

due to software limitations).

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Document Page 12 of 20
2

Upon PREPA’s First Omnibus Motion for Entry of an Order Authoring PREPA to 

Assume Certain Unexpired Leases of Nonresidential Real Property Pursuant to Bankruptcy 

Code Section 365 (the “Motion”);2and the Court having found it has subject matter jurisdiction 

over this matter pursuant to section 306(a) of PROMESA; and it appearing that venue in this 

district is proper pursuant to section 307(a) of PROMESA; and the Oversight Board, as 

representative of PREPA, having approved the assumption of the Real Property Leases; PREPA 

having made an unequivocal statement of its intent to assume the Real Property Leases prior to 

the expiration of the deadline to assume or reject nonresidential real property leases under 11 

U.S.C. § 365(d)(4), and thus PREPA may assume each of the Real Property Leases 

notwithstanding the passage of such deadline; and the Court having found that the assumption of 

the Real Property Leases represents a sound exercise of PREPA’s business judgment and that the 

relief requested in the Motion is in the best interests of PREPA, its creditors, and other parties in 

interest; and the Court having found that the Debtor has provided adequate assurance of future 

performance in accordance with the requirements of Section 365(b)(1) of the Bankruptcy Code; 

and the Court having found that PREPA provided adequate and appropriate notice of the Motion 

under the circumstances and that no other or further notice is required; and the Court having 

reviewed the Motion; and the Court having determined that the legal and factual bases set forth 

in the Motion establish just cause for the relief granted herein; and any objections to the relief 

requested herein having been withdrawn or overruled on the merits; and upon the record herein, 

after due deliberation thereon, the Court having found that good and sufficient cause exists for 

the granting of the relief as set forth herein,

THEREFORE, IT IS HEREBY ORDERED THAT:

 

2 Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion.

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3

1. The Motion is GRANTED as set forth herein.

2. Pursuant to section 365 of the Bankruptcy Code, made applicable in this Title III 

Case pursuant to PROMESA section 301(a), PREPA is authorized to assume the Real Property 

Leases and the Real Property Leases shall be deemed assumed upon entry of this Order.

3. Promptly following the entry of this Order, PREPA shall remit to each of the 

lessors associated with the Real Property Leases the cure costs identified on Exhibit B to the 

Motion, subject to the reconciliation of prior payments, and the assumption of the Real Property 

Leases shall not result in a breach or violation of, or default under, the Real Property Leases. 

4. Nothing herein is intended to, shall constitute, or shall be deemed to constitute 

PREPA’s or the Oversight Board’s consent, pursuant to PROMESA section 305, to this Court’s 

interference with (a) any of the political or governmental powers of PREPA, (b) any of the 

property or revenues of PREPA, or (c) the use or enjoyment of PREPA of any income-producing 

property.

5. Notwithstanding any applicability of any Bankruptcy Rule, the terms and 

conditions of this Order shall be immediately effective and enforceable upon its entry.

6. PREPA and the Oversight Board, as PREPA’s representative, are authorized to 

take all actions, and to execute all documents, necessary or appropriate, to effectuate the relief 

granted in this order in accordance with the Motion.

7. The Court shall retain exclusive jurisdiction to hear and determine any and all 

disputes related to or arising from the implementation, interpretation and enforcement of this 

Order.

Dated: _______________, 2018 ____________________________________

Honorable Laura Taylor Swain

United States District Judge

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Exhibit B

Unexpired Leases of Nonresidential Real Property to be Assumed by PREPA

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PREPA Real Property Leases

Name of Lease 

Counterparty

Contract 

Number (if 

any)

Property Address Effective 

Date of 

Lease

Expiration 

Date of 

Lease

Approximate 

Annual Rent 

Obligation

Security 

Deposit 

Held by 

Landlord 

(if any)

Proposed 

Cure 

Amount 

(if any)1

Carolina 

Shopping Court, 

Inc.

2014-P00058 PR #3, Bo. Hoyo Mulas, 

Carolina

11/5/13 5/31/19 $174,510.00 None $169,230.84

Municipality of 

Dorado

2017-P00081 Pabellon Rafael 

Hernandez Colon, Calle 

Mendez Vigo, Dorado

2/24/17 2/23/22 $34,512.00 None $11,504.00

 

1

 The amounts listed in this column represent outstanding rent obligations for each Real Property Lease as of January 9, 2018 and are subject to modification 

based on reconciliation of prior payments.

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Document Page 16 of 20
Hearing Date: February 7, 2018 at 9:30 a.m. (Atlantic Standard Time)

Objection Deadline: January 23, 2018 at 4:00 p.m. (Atlantic Standard Time)

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

--------------------------------------------------------------------x

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)

-------------------------------------------------------------------x

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

This Notice relates only 

to PREPA, and shall be filed in 

Case No. 17 BK 3283-LTS and 

Case No. 17 BK 4780-LTS 

--------------------------------------------------------------------x

NOTICE OF HEARING

PARTIES RECEIVING THIS NOTICE SHOULD LOCATE THEIR 

NAMES AND THE RELATED REAL PROPERTY LEASE ON EXHIBIT B

ATTACHED TO THE MOTION.

 

1

 The Debtors in the jointly-administered Title III cases, along with each Debtor’s respective Title III case number 

listed as a bankruptcy case number due to software limitations 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) 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); (iv) Puerto Rico Highways 

and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal 

Tax ID: 3808); and (v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-

LTS) (Last Four Digits of Federal Tax ID: 3747) (Title III case numbers are listed as Bankruptcy Case numbers 

due to software limitations).

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Document Page 17 of 20
2

PLEASE TAKE NOTICE that the Puerto Rico Electric Power Authority (“PREPA”), a 

Title III debtor, by and through the Financial Oversight and Management Board for Puerto Rico 

(the “Oversight Board”), as PREPA’s representative pursuant to section 315(b) of the Puerto 

Rico Oversight, Management, and Economic Stability Act (“PROMESA”), filed the attached 

PREPA’s First Omnibus Motion for Entry of an Order Authorizing PREPA to Assume Certain 

Unexpired Leases of Nonresidential Real Property Pursuant to Bankruptcy Code Section 365

(the “Motion”).

PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion 

must be in writing, must conform to the Federal Rules of Bankruptcy Procedure and the Third 

Amended Case Management Procedures [Case No. 17-03283-LTS; ECF No. 1512] (the “Case 

Management Procedures”), and must be filed with the Court (a) by registered users of the 

Court’s case filing system, electronically in accordance with rule 5 of the Local Rules for the 

District of Puerto Rico, and (b) by all other parties in interest, on a CDROM, in a text-searchable 

portable document format (PDF), and served on (i) counsel for the Oversight Board, Proskauer 

Rose LLP, Eleven Times Square, New York, New York 10036-8299 (Attn: Martin J. 

Bienenstock, Esq., Paul V. Possinger, Esq., and Ehud Barak, Esq.), and O’Neill & Borges LLC, 

250 Muñoz Rivera Ave., Suite 800, San Juan, Puerto Rico 00918-1813 (Attn: Hermann D. 

Bauer, Esq.); (ii) counsel for PREPA, Greenberg Traurig, LLP, 200 Park Avenue, New York, 

New York 10166 (Attn: Nathan A. Haynes, Esq.), and Cancio, Nadal, Rivera & Diaz, P.S.C., PO 

Box 364966, San Juan, Puerto Rico 00936-4966 (Attn: Katiuska Bolaños Lugo); and (iii) the 

Office of the United States Trustee for Region 21, Edificio Ochoa, 500 Tanca Street, Suite 301, 

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San Juan, Puerto Rico 00901-1922, so as to be received no later than January 23, 2018 at 4:00 

p.m. (Atlantic Standard Time).

PLEASE TAKE FURTHER NOTICE that a hearing will be held before the Honorable 

Laura Taylor Swain, United States District Court Judge, in a Courtroom to be determined at the 

United States District Court for the District of Puerto Rico, 150 Carlos Chardón Street, Federal 

Building, San Juan, Puerto Rico 00918-1767 (the “Court”), on February 7, 2018 at 9:30 a.m. 

(Atlantic Standard Time), or as soon thereafter as counsel may be heard, to consider the relief 

sought by PREPA in the Motion.

PLEASE TAKE FURTHER NOTICE that the relief requested in the Motion may be 

granted without a hearing if no objection is timely filed, served, and received in accordance with 

the Case Management Procedures.

PLEASE TAKE FURTHER NOTICE that copies of the Motion including all exhibits, 

and all documents filed in this Title III Case are available (a) free of charge by visiting 

https://cases.primeclerk.com/puertorico or by calling +1 (844) 822-9231, and (b) on the Court’s 

website at http://www.prd.uscourts.gov, subject to the procedures and fees set forth therein.

Dated: January 16, 2018

San Juan, Puerto Rico

Respectfully submitted,

/s/ 

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Maja Zerjal

(Admission Pro Hac Vice pending)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

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Attorneys for the 

Financial Oversight and 

Management Board as representative for 

PREPA

/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

Co-Attorneys for the 

Financial Oversight and 

Management Board as representative for 

PREPA

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