Schedule 3(a)

Form of Notice of Voting Instructions for 

Settling Bondholder Claims in Class 1 (Settling Bondholder Claims), Non-Settling 

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

Claims), and Holders of Claims in Class 4 (Fuel Line Loan Claims)

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Schedule 3(a) - Form of Notice of Voting Instructions Page 1 of 7
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 VOTING INSTRUCTIONS FOR [SETTLING BONDHOLDER CLAIMS IN 

CLASS 1] / [NON-SETTLING BONDHOLDER CLAIMS IN CLASS 2] / [HOLDERS OF 

CLAIM IN CLASS 4] 

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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This Notice of Voting (the “Notice”) is being sent to the beneficial holders of securities 

[issued by the Puerto Rico Electric Power Authority (“PREPA” or the “Debtor”)]2 giving rise to 

claims in Class [1 / 2 / 4] of 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”).4 The [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] 

and the relevant CUSIPs are described on Exhibit A attached hereto. 

[PREPA Revenue Bond Claim. Settling Bondholders that are Holders of PREPA Revenue 

Bond Claims in Class 1 may vote to accept or reject the Plan.] [PREPA Revenue Bond Claim. 

Non-Settling Bondholders that are Holders of PREPA Revenue Bond Claims in Class 2 may vote 

to accept or reject the Plan.] 

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

as representative of PREPA, is soliciting votes with respect to the Plan, from the holders of certain 

impaired Claims against PREPA. By order dated >Ɣ@, 2023 [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, 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. Instructions to 

cast your vote are below.

Electronic copies of the Plan and Disclosure Statement are enclosed in the package 

containing this Notice. If you have any questions regarding this Notice, please contact the 

Balloting Agent 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). 

* * * * * 

VOTING PROCESS

If you are a beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust 

Certificates] giving rise to Impaired Claims in Class [1 / 2 / 4], you are entitled to cast a vote 

either to accept or reject the Plan. To have your vote counted, you must properly vote in 

accordance with these instructions so that your vote is actually received no later than 5:00 

p.m. (Atlantic Standard Time) on June 7, 2023.

2

 [Applicable only to Classes 1 and 2.] 

3

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

4

 Unless otherwise defined herein, each capitalized term used herein shall have the meaning 

given to it in the Plan. 

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You are encouraged to review the entire Disclosure Statement before casting your vote to accept 

or reject the Plan. 

How to Submit a Valid Vote 

If you wish to cast a vote to accept or reject the Plan, you must: 

x instruct your bank, broker or other intermediary through which you hold your [bonds] 

/ [trust certificates] in ‘street name’ (each, a “Nominee”) to electronically deliver your 

[PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] 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. 

In addition, by delivering your [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] 

via ATOP, you are certifying that: 

1. either (a) your vote cast is the only vote cast by you on account of a [PREPA Revenue 

Bond Claim] / [Fuel Line Loan Claim], or (b) in addition to the vote cast, one or more 

additional votes (“Additional Votes”) on account of other [PREPA Revenue Bond 

Claims] / [Fuel Line Loan Claims] have been cast by one or more Nominees, and you 

have provided (or coordinated with your Nominee to provide) the Numerosity Spreadsheet 

(as defined below) to the Balloting Agent by the Voting Deadline; 

2. you have voted all of your Claims on account of your [PREPA Revenue Bonds] / [Fuel 

Line Loans] to either accept or reject the Plan and acknowledge that no split votes will be 

permitted, and that if you cast conflicting votes in respect of such Claims on account of 

your [PREPA Revenue Bonds] / [Fuel Line Loans], all votes cast by you will be 

disregarded; 

3. you are the holder of the Claims in Class [1 / 2 / 4] on account of [PREPA Revenue Bonds] 

/ [Fuel Line Loans] to which this Notice pertains or are an authorized signatory of such 

holder, and have full power and authority to vote to accept or reject the Plan; and 

4. you have been provided with a copy of the Plan, Disclosure Statement, and Disclosure 

Statement Order, and acknowledge that the vote cast pursuant to these instructions is 

subject to all the terms and conditions set forth in the Plan, Disclosure Statement, and 

Disclosure Statement Order. 

No paperwork is required to be delivered to Kroll Restructuring Administration LLC to cast a vote 

(except in the limited circumstance noted below in the section titled “Numerosity Information 

Request – Applicable Only for Beneficial Holders Submitting More Than One Instruction Through 

ATOP”). The sole means of casting a vote is to validly tender your [PREPA Revenue Bonds] / 

[Fuel Line Loan Trust Certificates] into the proper ATOP envelope at DTC. 

THE VOTING DEADLINE IS 

 5:00 P.M. (ATLANTIC STANDARD TIME) ON JUNE 7, 2023. 

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

NOTE REGARDING RESTRICTIONS ON TRANSFER IF YOU TENDER YOUR [PREPA 

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES]: IF YOU TENDER 

YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] 

THROUGH ATOP, IT IS ANTICIPATED THAT YOU WILL BE RESTRICTED FROM 

TRANSFERRING YOUR [PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST 

CERTIFICATES] UNTIL IMMEDIATELY AFTER THE FIRST BUSINESS DAY 

FOLLOWING THE VOTING DEADLINE, OR AS SOON AS PRACTICABLE 

THEREAFTER, BUT NO LATER THAN JUNE 21, 2023.

YOU MAY, HOWEVER, TRADE OR TRANSFER YOUR TENDERED [PREPA 

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] BY REVOKING 

YOUR VOTE AND WITHDRAWING ANY TENDERED [PREPA REVENUE BONDS] / 

[FUEL LINE LOAN TRUST CERTIFICATES] AT ANY TIME BEFORE THE VOTING 

DEADLINE. 

IF YOU DESIRE TO RETAIN THE ABILITY TO TRADE OR TRANSFER YOUR 

[PREPA REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] PRIOR TO 

THE VOTING DEADLINE, THEN YOU SHOULD NOT TENDER YOUR [PREPA 

REVENUE BONDS] / [FUEL LINE LOAN TRUST CERTIFICATES] THROUGH ATOP. 

* * * * * 

How to Revoke a Valid Vote 

You may revoke your vote to accept or reject the Plan and withdraw your [PREPA Revenue 

Bonds] / [Fuel Line Loan Trust Certificates] tendered through DTC’s ATOP at any time before 

the Voting Deadline. 

If you wish to revoke your vote, you must instruct your Nominee to revoke your vote and withdraw 

your [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] via ATOP at DTC (which 

withdrawal will be confirmed by Kroll Restructuring Administration LLC (“Kroll”)5

 once notified 

by DTC of the withdrawal request). No paperwork is required to be delivered to Kroll to effectuate 

the revocation. 

If you revoke your vote any time before the Voting Deadline, you may vote again at any time 

before the Voting Deadline, in accordance with the instructions to submit a valid vote above. 

5

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

Administration LLC. 

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* * * * * 

Nominee Information Submission 

Any Nominees with beneficial holder clients who submit vote(s) to reject the Plan on account of 

Claims Class 1 (Settling Bondholder Claims), must send an Excel spreadsheet to 

puertoricoballots@ra.kroll.com (with ‘PREPA Nominee Spreadsheet’ in the subject line) 

containing the name(s), address(es), and ATOP instruction confirmation number(s) (also referred 

to as ATOP voluntary offer instruction(s) or “VOI(s)”) associated with each vote to reject the Plan. 

* * * * * 

Numerosity Information Submission 

(Applicable Only for Beneficial Holders Submitting More than One Vote Through ATOP) 

Any beneficial holder of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] that 

holds multiple CUSIPs of [PREPA Revenue Bonds] / [Fuel Line Loan Trust Certificates] and 

submits more than one vote through one or more Nominees, MUST submit (or coordinate with 

their Nominee(s) to submit) a list of all such ATOP instruction confirmation numbers (also referred 

to as ATOP voluntary offer instructions or “VOIs”). The Balloting Agent has made available a 

template electronic spreadsheet (the “Numerosity Spreadsheet”) on its website at: 

https://cases.primeclerk.com/puertorico (click on the link titled “Numerosity Spreadsheet”). 

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

Balloting Agent in Excel format via email to https://cases.ra.kroll.com/puertorico/ (with ‘PREPA 

Numerosity Spreadsheet’ in the subject line). If you anticipate any difficulty in submitting your 

Numerosity Spreadsheet in Excel format, please contact Kroll at (844) 822-9231 (toll free for U.S. 

and Puerto Rico) or (646) 486-7944 (for international callers) or by e-mail at 

puertoricoballots@ra.kroll.com (with ‘PREPA Numerosity Spreadsheet’ in the subject line). 

* * * * * 

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

must contact your Nominee to take any action described above. 

IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE, PLEASE CONTACT 

THE BALLOTING AGENT, 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). PLEASE NOTE THAT KROLL IS NOT AUTHORIZED TO 

PROVIDE, AND WILL NOT PROVIDE, LEGAL ADVICE. 

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Exhibit A 

Description CUSIP 

 

 

 

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