UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF PUERTO RICO

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In re

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

THE COMMONWEALTH OF PUERTO RICO, 

et al.,

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Debtors.

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PROMESA 

Title III

Case No. 17-BK-3283 (LTS)

(Jointly Administered)

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In re

THE FINANCIAL OVERSIGHT AND 

MANAGEMENT BOARD FOR PUERTO RICO,

as representative of

PUERTO RICO ELECTRIC POWER 

AUTHORITY (PREPA),

Debtor.

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PROMESA 

Title III

Case No. 17-BK-04780 (LTS)

Court Filing Relates Only to 

PREPA

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VERIFIED STATEMENT OF THE AD HOC GROUP OF FUEL LINE LENDERS 

PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019

1 The Debtors in these Title III cases, along with each Debtor’s respective Title III case number listed as a 

bankruptcy 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 (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 (“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-5233-LTS) (Last Four 

Digits of Federal Tax ID: 3801) .

Case:17-03283-LTS Doc#:22960 Filed:12/02/22 Entered:12/02/22 11:21:58 Desc: Main

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Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure 

(“Bankruptcy Rule 2019”), this verified statement (the “Statement”) is submitted by certain 

unaffiliated holders (the “Ad Hoc Group of Fuel Line Lenders”) of indebtedness pursuant to

that certain credit agreement, dated as of May 4, 2012, among the Puerto Rico Electric Power 

Authority (“PREPA”), certain lenders, and Cortland Capital Market Services LLC 

(“Cortland”), as successor administrative agent2 (as amended, the “Credit Agreement”), 

pursuant to which certain lenders made loans or otherwise extended credit (collectively, the 

“Advances”) to PREPA under a revolving line of credit. 

In support of this Statement, the Ad Hoc Group of Fuel Line Lenders respectfully 

states as follows:

1. As of the date of this Statement, in the PREPA Title III Case, Wachtell, 

Lipton, Rosen & Katz (“Wachtell Lipton”) and McConnell Valdes LLC (“McConnell”, and 

together with Wachtell Lipton, “Counsel”) represent the Ad Hoc Group of Fuel Line Lenders 

(each holder in the Ad Hoc Group of Fuel Line Lenders, a “Member”). Wachtell Lipton and 

McConnell also represent Cortland as successor administrative agent under the Credit 

Agreement.

3 Simpson Thacher & Bartlett LLP represents Cortland with respect to Adversary 

Proceeding No. 19-00396 in the PREPA Title III case. Filings in PREPA’s Title III case have 

been made on behalf of Cortland as administrative agent. 

2 Scotiabank de Puerto Rico (“Scotiabank”) was the original administrative agent for the Credit Agreement. 

Effective May 17, 2019, Cortland replaced Scotiabank as administrative agent.

3 Wachtell Lipton and McConnell also represent Scotiabank in connection with its role as predecessor 

administrative agent and former lender under the Credit Agreement. McConnell also represents certain nonMembers in connection with debt issued by the Commonwealth and its instrumentalities, including issuers that are 

debtors under PROMESA Title III cases pending in this Court. 

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2. The Members hold, or are the investment advisors or managers of funds or 

accounts that hold, approximately $549,950,000.00 in aggregate principal amount of the 

Advances under the Credit Agreement as of November 30, 2022, which represents 

approximately 100.00% of outstanding Advances as of November 30, 2022.

4

 In accordance with 

Bankruptcy Rule 2019, the name and address of each Member of the Ad Hoc Group of Fuel Line 

Lenders, and the nature and amount of disclosable economic interests held by each Member of 

the Ad Hoc Group of Fuel Line Lenders in relation to the Debtors are set forth in Exhibit A (and 

the annexes attached thereto). The information contained in Exhibit A (and the annexes attached 

thereto) is based upon information provided by each Member of the Ad Hoc Group of Fuel Line 

Lenders to Counsel and is subject to change and supplementation. 

3. No Member represents or purports to represent any other Member or 

entity in connection with the Debtors’ Chapter 11 Cases. In addition, each Member of the Ad 

Hoc Group of Fuel Line Lenders (a) does not assume any fiduciary or other duties to any other 

creditor or person and (b) does not purport to act, represent or speak on behalf of any other 

entities in connection with the PREPA Title III case. 

4. Nothing contained in this Statement (or Exhibit A hereto and the annexes 

attached thereto) is intended to or should be construed to constitute a waiver or release of any 

claims filed or to be filed against the Debtors held by any Member or affiliate thereof. Nothing 

herein should be construed as a limitation upon, or waiver of, any rights of any Member or 

affiliate thereof to assert, file and/or amend any proof of claim in accordance with applicable 

law. Counsel reserves the right to amend or supplement this Statement as necessary in 

accordance with Bankruptcy Rule 2019. 

4 The amounts set forth herein include trades that had not settled as of November 30, 2022.

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5. The undersigned verify that the foregoing is true and correct to the best of 

their knowledge. 

6. The undersigned reserve the right to amend or supplement this Statement.

I HEREBY CERTIFY that I electronically filed the foregoing with the Clerk of 

the Court using the CM/ECF system, which will notify case participants.

Dated: December 1, 2022 Respectfully submitted,

/s/ Nayuan Zouairabani

Nayuan Zouairabani 

USDC-PR No. 226411

MCCONNELL VALDÉS LLC

270 Muñoz Rivera Avenue, Suite 7

Hato Rey, Puerto Rico 00918

P.O. Box 364225

San Juan, Puerto Rico 00936-4225

Telephone: (787) 250-5604 

Facsimile: (787) 759-9225

Email: nzt@mcvpr.com 

/s/ Richard G. Mason

Richard G. Mason (admitted pro hac vice)

Amy R. Wolf (admitted pro hac vice)

Emil A. Kleinhaus (admitted pro hac vice)

Angela K. Herring (admitted pro hac vice)

Michael H. Cassel (admitted pro hac vice)

WACHTELL, LIPTON, ROSEN & KATZ

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

Facsimile: (212) 403-2000

Email: rgmason@wlrk.com

arwolf@wlrk.com

eakleinhaus@wlrk.com

akherring@wlrk.com

mhcassel@wlrk.com

Attorneys for Cortland Capital Market 

Services LLC, as Administrative Agent

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Ex. A-1

Exhibit A

November 30, 2022

Name of 

Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Fuel Lines Bonds/Other

Anchorage Capital 

Group, L.L.C., on 

behalf of its 

affiliates and the 

funds and/or 

accounts managed 

or advised by it or 

its affiliates. 

610 Broadway 

6th Floor 

New York, NY

10012

HTA -- --

PREPA $69,000,000.00 --

Brigade Capital 

Management, LP, 

on behalf of funds 

and/or accounts 

managed or advised 

by it. 

399 Park Avenue

16th Floor 

New York, NY 

10022

HTA -- --

PREPA $76,081,818.18 --

Davidson 

Kempner Capital 

Management LP, 

on behalf of funds 

and/or accounts 

520 Madison Avenue

30th Floor

New York, NY

10022

HTA -- $79,519,993.90

PREPA $139,993,181.82 --

1 Each entity listed holds disclosable economic interests, or acts as investment advisor or manager to funds and/or accounts or their respective subsidiaries that hold 

disclosable economic interests, in relation to the Debtors. 

2 To the best of Counsel’s knowledge, the information included herein is accurate as of November 30, 2022. The amounts set forth herein include only outstanding 

principal and do not include overdue interest, interest on overdue interest and principal, and accrued interest or other amounts that may be owing under the applicable debt 

documents and laws. In addition, the amounts set forth herein include trades that had not settled as of November 30, 2022.

In addition to the disclosable economic interests listed below, Members of the Ad Hoc Group of Fuel Line Lenders may hold securities issued pursuant to the confirmed 

plans for COFINA, the Commonwealth and HTA (Case No. 17-3284 [ECF No. 561], Case No. 17-3283 [ECF No. 19813] and Case No. 17-3567 [ECF No. 1415], 

respectively). 

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Ex. A-2

Name of 

Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Fuel Lines Bonds/Other

managed or advised 

by it.3

$13,000,000.00 (Citibank 

Facility)4

Hain Capital 

Investors Master 

Fund Ltd., on 

behalf of funds 

and/or accounts 

managed or advised 

by it.

301 Route 17

7th Floor

Rutherford, NJ

07070

HTA -- --

PREPA $10,000,000.00 $4,203,767.02 (Trade Claim # 12398)

Marathon Asset 

Management, LP, 

on behalf of funds 

and/or accounts 

managed or advised 

by it.

1 Bryant Park 

38th Floor

New York, NY

10036

HTA -- --

PREPA $57,680,274.49 --

Moore Capital 

Management, LP, 

on behalf of funds 

and/or accounts 

managed or advised 

by it.5

11 Times Square

New York, NY

10036

HTA -- --

PREPA $7,750,000.00 $7,900,000.00

3 Further detail regarding disclosable economic interests held by Davidson Kempner Capital Management LP on behalf of funds and/or accounts managed or advised by it 

can be found in Annex A.

4 Solus Alternative Asset Management LP (“Solus”), Davidson Kempner Capital Management LP and Silver Point Capital, L.P. hold, or are the investment advisors or 

managers of funds or accounts that hold, this amount of principal owing under that certain Trade Finance Facility Agreement, dated as of July 20, 2012, among PREPA and 

Citibank, N.A. (the “Citibank Facility”). Solus is separately represented by Simpson Thacher & Bartlett LLP in connection with the Citibank Facility. The Members hold 

(either as a lender of record or as participants), or are the investment advisors or managers of funds or accounts that hold (either as a lender of record or as participants), 

approximately $146,041,914.24 in aggregate principal amount of the advances under the Citibank Facility, which represents approximately 100.00% of outstanding advances 

as of November 30, 2022.

5 Further detail regarding disclosable economic interests held by Moore Capital Management, LP on behalf of funds and/or accounts managed or advised by it can be 

found in Annex B.

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Ex. A-3

Name of 

Creditor1 Address Debtor Nature and Amount of Disclosable Economic Interest2

Fuel Lines Bonds/Other

Serengeti Asset 

Management, LP, 

on behalf of funds 

and/or accounts 

managed or advised 

by it.

632 Broadway

9th Floor

New York, NY

10012

HTA -- --

PREPA $15,000,000.00 --

Silver Point 

Capital, L.P., on 

behalf of funds 

and/or accounts 

managed or advised 

by it.6

Two Greenwich 

Plaza

Greenwich, CT

06830

HTA -- $7,378.63

PREPA $30,000,000.00

$35,000,000.00 (Citibank 

Facility)4

$1,212,976.65

Solus Alternative 

Asset 

Management LP, 

on behalf of funds 

and/or accounts 

managed or advised 

by it.

25 Maple Street

2nd Floor

Summit, NJ

07901

HTA -- --

PREPA $73,487,500.00

$98,041,914.24 (Citibank 

Facility)4

--

Whitehaven Asset 

Management, LP, 

on behalf of funds 

and/or accounts 

managed or advised 

by it.7

777 West Putnam 

Avenue

1st Floor

Greenwich, CT 

06830

HTA -- $9,505,000.00 

PREPA $70,957,225.51 $375,000.00

6 Further detail regarding disclosable economic interests held by Silver Point Capital, L.P. on behalf of funds and/or accounts managed or advised by it can be found in 

Annex C.

7 Further detail regarding disclosable economic interests held by Whitehaven Asset Management L.P. on behalf of funds and/or accounts managed or advised by it can be 

found in Annex D.

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Annex A

Davidson Kempner Capital Management LP

Description Holdings

PRHTA HIGHWAY (RES 68-18) 0% 7/1/23 (745181B48) 145,000

PRHTA HIGHWAY (RES 68-18) 0% 7/1/27 (745181B89) 22,675,000

PRHTA HIGHWAY (RES 68-18) 5.3% 7/1/35 (745181K97) 33,700,000

PRHTA HIGHWAY (RES 68-18) 5.5% 7/1/28 (745181B97) 820,000

PRHTA HIGHWAY (RES 68-18) 5.5% 7/1/29 (745181C21) 5,000,000

PRHTA HIGHWAY (RES 68-18) 5.5% 7/1/30 (745181C39) 6,185,000

PRHTA HIGHWAY (RES 68-18) 5.5% 7/1/31 (745181C47) 935,000

PRHTA HIGHWAY (RES 68-18) 5.25% 7/1/36 (745181C88) 80,000

PRHTA HIGHWAY (RES 68-18) 5% 7/1/28 (745181XR3) 1,200,000

PRHTA HIGHWAY (RES 68-18) 5% 7/1/35 (745181XS1) 1,210,000

PRHTA (FGIC) 5.25% 7/1/19 (7451902Q0) 10,000

PRHTA (FGIC) 5.25% 7/1/20 (7451902R8) 5,000

PRHTA (FGIC) 5% 7/1/22 (7451902Z0) 65,000

PRHTA (FGIC) 5% 7/1/20 (7451903M8) 30,000

PRHTA (FGIC) 5.0% 7/1/22 (745190KC1) 70,000

PRHTA SUB (FGIC) 5.25% 7/1/28 (745190MH8) 400,000

PRHTA SUB (FGIC) 5.75% 7/1/21 (745190MN5) 235,000

PRHTA SUB (FGIC) 5.75% 7/1/20 (745190NA2) 290,000

PRHTA (FGIC) 4.1% 7/1/18 (745190PG7) 10,000

PRHTA (FGIC) 4.2% 7/1/19 (745190PH5) 10,000

PRHTA (FGIC) 5% 7/1/23 (745190PM4) 160,000

PRHTA (FGIC) 5% 7/1/24 (745190PN2) 115,000

PRHTA (FGIC) 5% 7/1/20 (745190PP7) 15,000

PRHTA (FGIC) 5.25% 7/1/30 (745190UM8) 10,000

PRHTA (FGIC) 5.25% 7/1/39 (745190ZT8) 1,535,000

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Annex B

Moore Capital Management LP

Description Holdings

74526QDE9 - PRCPWR 5% 07/01/2025 705,000

74526QDG4 - PRCPWR 5% 07/01/2027 1,380,000.00

74526QWR9 - PRCPWR 4.375% 07/01/2021 325,000

74526QYV8 - PRCPWR 5% 07/01/2022 360,000

74526QLZ3 - PRCPWR FLT 07/01/2031 5,130,000

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Annex C

Silver Point Capital, L.P.

Description Holdings

PR PREPA 5.25% 7/1/40 XX 74526QVX7 $400.00 

PR PREPA 7% 7/1/33 SER A 74526QA77 $1,000.00 

PR PREPA 7% 7/1/43 SER A 74526QA51 $1,000,000.00 

Puerto Rico Highway & Transportation Authority, Series K, Revenue Bonds 5% 7/1/2030

745190TR9

$7,378.63

Puerto Rico Electric Power Authority 6.13% 7/1/2040 $18,884.59 

Puerto Rico Electric Power Authority 5% 7/1/2018 $8,498.06 

Puerto Rico Electric Power Authority 5% 7/1/2018 $28,499.25 

Puerto Rico Electric Power Authority 5.25% 7/1/2018 $17,131.57 

Puerto Rico Electric Power Authority 5% 7/1/2018 $6,404.33 

Puerto Rico Electric Power Authority 5.25% 7/1/2027 $19,853.41 

Puerto Rico Electric Power Authority 5% 7/1/2019 $9,926.71 

Puerto Rico Electric Power Authority 6.75% 7/1/2036 $52,835.69 

Puerto Rico Electric Power Authority 6.7% 7/1/2033 $24,976.87 

Puerto Rico Electric Power Authority 5.25% 7/1/2027 $7,146.53 

Puerto Rico Electric Power Authority 5% 7/1/2019 $616.08 

Puerto Rico Electric Power Authority 5% 7/1/2018 $1,725.03 

Puerto Rico Electric Power Authority 5.25% 7/1/2018 $985.73 

Puerto Rico Electric Power Authority 5% 7/1/2020 $1,232.16 

Puerto Rico Electric Power Authority 5% 7/1/2018 $369.65 

Puerto Rico Electric Power Authority 5% 7/1/2019 $3,720.72 

Puerto Rico Electric Power Authority 5.25% 7/1/2018 $6,378.38 

Puerto Rico Electric Power Authority 5% 7/1/2018 $2,391.89 

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Annex D

Whitehaven Asset Management L.P.

Description Holdings

PREPA 3.500% bonds due 07/01/2020 20,000 

PREPA 3.700% bonds due 07/01/2017 60,000 

PREPA 5.500% bonds due 07/01/2018 40,000 

PREPA 4.500% bonds due 07/01/2023 60,000 

PREPA 5.500% bonds due 07/01/2017 140,000 

PREPA 5.000% bonds due 07/01/2017 25,000 

PREPA 5.000% bonds due 07/01/2019 30,000 

HTA (68 Senior) 5.000% bonds due 07/01/2035 1,045,000 

HTA (68 Senior) 5.300% bonds due 07/01/2035 3,515,000 

HTA (68 Senior) 5.000% bonds due 07/01/2028 405,000 

HTA (68 Senior) 5.500% bonds due 07/01/2028 2,180,000 

HTA (68 Senior) 5.500% bonds due 07/01/2030 330,000 

HTA (68 Senior) 5.500% bonds due 07/01/2031 280,000 

HTA (98 Senior) 5.000% bonds due 07/01/2021 1,750,000 

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