40215858.v2

Hearing Date: February 7, 2018

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 HIGHWAYS AND

TRANSPORTATION AUTHORITY (“HTA”),

Debtor.

PROMESA

Title III

No. 17 BK 3567-LTS

JOINDER OF FINANCIAL GUARANTY

INSURANCE COMPANY TO MOTION OF NATIONAL

PUBLIC FINANCE GUARANTEE CORPORATION FOR ENTRY

OF AN ORDER UNDER BANKRUPTCY RULE 2004 AUTHORIZING LIMITED

DISCOVERY OF THE GOVERNMENT DEVELOPMENT BANK FOR PUERTO RICO

[Dkt. # 2247]

1 The Debtors in these 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 (i) the Commonwealth of Puerto Rico (the “Commonwealth”) (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 (“PRHTA”) (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); and

(v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 04780-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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Financial Guaranty Insurance Company (“FGIC”), by and through its attorneys Rexach

& Picó, CSP and Butler Snow LLP, files this joinder (this “Joinder”) in support of the Motion of

National Public Finance Guarantee Corporation for Entry of an Order Under Bankruptcy Rule

2004 Authorizing Limited Discovery of the Government Development Bank for Puerto Rico [Dkt.

# 2247] (the “Motion”).2In support of this Joinder, FGIC respectfully states as follows:

1. FGIC provides financial guaranty insurance covering in excess of $1.17 billion in

principal amount of bonds outstanding and issued by the Commonwealth of Puerto Rico (the

“Commonwealth”) and various Commonwealth instrumentalities, including the Puerto Rico

Highways and Transportation Authority (“PRHTA”). Specifically, FGIC insures approximately

$447 million of outstanding bonds issued by PRHTA. Under relevant provisions of the

applicable bond documents, bond insurance policies, and applicable law, payment by FGIC

neither satisfies nor discharges an issuer’s obligation to pay and, to the extent FGIC makes such

payments, it obtains assignments of rights from the bondholders, becomes owner of the bonds,

and/or becomes subrogated to the rights of bondholders and effectively steps into the shoes of

such bondholders.

2. While FGIC does not insure the 1998 Subordinated Bonds, as one of PRHTA’s

largest creditors, FGIC is similarly situated to National Public Finance Guarantee Corporation

(“National”). FGIC, therefore, likewise seeks discovery of GDB with respect to the PR SIB

Trust Fund, and the existence, history and status of any other escrow or trust funds securing

bonds issued by PRHTA. Without this information, FGIC cannot adequately evaluate whether

the SIB Trust Funds or other escrow or trust funds have been misappropriated or otherwise are

available for immediate distribution to PRHTA’s creditors.

2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms as in

the Motion.

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3. Rather than propounding substantially identical discovery as National, FGIC files

this Joinder in support of the Motion and to receive any and all information produced by GDB

pursuant to any order granting the Motion and authorize FGIC to participate in any related

examinations or other proceedings. This Joinder will also minimize any burden on GDB as GDB

need only provide FGIC with duplicate information provided to National.

4. Accordingly, FGIC respectfully requests that the Court grant the Motion and

require GDB to provide FGIC with any information produced to National pursuant to any order

granting the Motion and to participate in any related examinations or other proceedings.

Dated: January 23, 2018

Respectfully submitted,

REXACH & PICÓ, CSP

By: María E. Picó

María E. Picó

USDC-PR 123214

802 Ave. Fernández Juncos

San Juan PR 00907-4315

Telephone: (787) 723-8520

Facsimile: (787) 724-7844

E-mail: mpico@rexachpico.com

BUTLER SNOW LLP

By: Martin A. Sosland

Martin A. Sosland (pro hac vice)

5430 LBJ Freeway, Suite 1200

Dallas, TX 75240

Telephone: (469) 680-5502

Facsimile: (469) 680-5501

E-mail: martin.sosland@butlersnow.com

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40215858.v2

Stanford G. Ladner (pro hac vice)

1700 Broadway, 41st Floor

New York, NY 10019

Telephone: (646) 606-3996

Facsimile: (646) 606-3995

E-mail: stan.ladner@butlersnow.com

Christopher R. Maddux (pro hac vice)

J. Mitchell Carrington (pro hac vice)

1020 Highland Colony Parkway, Suite 1400

Ridgeland, MS 39157

Telephone: (601) 985-2200

Facsimile: (601) 985-4500

E-mail: chris.maddux@butlersnow.com

mitch.carrington@butlersnow.com

Jason W. Callen (pro hac vice)

150 3rd Avenue, South, Suite 1600

Nashville, TN 37201

Telephone: (615) 651-6774

Facsimile: (615) 651-6701

E-mail: jason.callen@butlersnow.com

Attorneys for Financial Guaranty Insurance

Company

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