UNITED STATES DISTRICT COURT

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)

THIRD SUPPLEMENTAL DECLARATION OF STEVE M. ZELIN REGARDING

DISINTERESTEDNESS OF PJT PARTNERS LP PURSUANT TO 

THE PUERTO RICO RECOVERY ACCURACY IN DISCLOSURES ACT

I, Steve M. Zelin, hereby declare and state as follows:

1. I am a Partner, Global Head of the Restructuring & Special Situations Group, and 

a member of the management committee at PJT Partners LP (“PJT”), a global investment banking 

firm listed on the New York Stock Exchange with its principal offices in New York City. PJT is 

the investment banker and financial advisor working on behalf of the Financial Oversight and 

Management Board for Puerto Rico (the “Oversight Board”), as the sole Title III representative of 

the Commonwealth of Puerto Rico (the “Commonwealth”), the Puerto Rico Sales Tax Financing 

Corporation (“COFINA”), the Puerto Rico Highways and Transportation Authority (“HTA”), the 

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-BK3567-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).

Case:17-03283-LTS Doc#:23799 Filed:03/14/23 Entered:03/14/23 10:22:37 Desc: Main

Document Page 1 of 5
2

Employees Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS”), 

the Puerto Rico Electric Power Authority (“PREPA”), and the Puerto Rico Public Buildings 

Authority (“PBA,” and collectively with the Commonwealth, COFINA, HTA, ERS, and PREPA, 

the “Debtors”) pursuant to section 315(b) of the Puerto Rico Oversight, Management, and 

Economic Stability Act (“PROMESA”).2 

2. On May 16, 2022, at my request, counsel to the Oversight Board filed the 

Declaration of Steve M. Zelin Regarding Disinterestedness of PJT Partners LP Pursuant to the 

Puerto Rico Recovery Accuracy in Disclosures Act (the “Initial Declaration”) [Docket No. 

20811].

3

3. On July 19, 2022, at my request, counsel to the Oversight Board filed the 

Supplement Declaration of Steve M. Zelin Regarding Disinterestedness of PJT Partners LP 

Pursuant to the Puerto Rico Recovery Accuracy in Disclosures Act [Docket No. 21547].

4. On November 14, 2022, at my request, counsel to the Oversight Board filed the 

Second Supplement Declaration of Steve M. Zelin Regarding Disinterestedness of PJT Partners 

LP Pursuant to the Puerto Rico Recovery Accuracy in Disclosures Act (together with the Initial 

Declaration, the “Declarations”) [Docket No. 22851]

5. I hereby submit this supplemental declaration to describe the below additional 

connections of PJT to any of the parties on the MIP List (“MIPs”).

a. PJT has been engaged to provide financial advisory services to an affiliate of each 

of AIG Insurance Company and National Union Fire Insurance Co. of Pittsburgh, 

Pa., each of which is a MIP, in a confidential matter. This connection is wholly 

unrelated to the Oversight Board and this Title III Proceeding, and PJT does not 

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

3 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Declarations. 

Case:17-03283-LTS Doc#:23799 Filed:03/14/23 Entered:03/14/23 10:22:37 Desc: Main

Document Page 2 of 5
3

believe that the interests of the Debtors or their estates are adversely affected by 

such connection.

b. An affiliate of PJT has been engaged to provide financial advisory services to a

group of creditors of a company in a confidential matter. The members of such 

group include an affiliate of each of AIG Insurance Company and National Union 

Fire Insurance Co. of Pittsburgh, Pa., and Massachusetts Mutual Life Insurance 

Company, each of which is a MIP. This connection is wholly unrelated to the 

Oversight Board and this Title III Proceeding, and PJT does not believe that the 

interests of the Debtors or their estates are adversely affected by such connection.

c. PJT has been engaged to provide financial advisory services to a group of lenders 

to a company in a confidential matter. The members of such group include Angelo, 

Gordon & Co., L.P., Aristeia Capital, LLC, an affiliate of Franklin Advisers, Inc., 

an affiliate of BlackRock Advisors, LLC, Marathon Asset Management, LP and 

Whitebox Advisors LLC, each of which is a MIP. This connection is wholly 

unrelated to the Oversight Board and this Title III Proceeding, and PJT does not 

believe that the interests of the Debtors or their estates are adversely affected by 

such connection. 

d. PJT has been engaged to provide financial advisory services to a group of creditors 

of a company in a confidential matter. The members of such group include Aristeia 

Capital, LLC, Invesco and Massachusetts Mutual Life Insurance Company, each of 

which is a MIP. This connection is wholly unrelated to the Oversight Board and 

this Title III Proceeding, and PJT does not believe that the interests of the Debtors 

or their estates are adversely affected by such connection.

e. PJT has been engaged to provide financial advisory services to an ad hoc group of 

creditors to a company in a confidential matter. The members of such ad hoc group

include Brigade Capital Management, LP, Canyon Capital Advisors LLC, Invesco, 

Marathon Asset Management, LP, Massachusetts Mutual Life Insurance Company 

and Taconic Capital Advisors L.P., each of which is a MIP. This connection is 

wholly unrelated to the Oversight Board and this Title III Proceeding, and PJT does 

not believe that the interests of the Debtors or their estates are adversely affected 

by such connection.

f. An affiliate of PJT has been engaged to provide financial advisory services to a 

company in a confidential matter. Goldman Sachs & Co., one of the MIPs, is an 

equity holder in such company. This connection is wholly unrelated to the 

Oversight Board and this Title III Proceeding, and PJT does not believe that the 

interests of the Debtors or their estates are adversely affected by such connection.

g. PJT has been engaged to provide financial advisory services to a group of creditors 

of a company in a confidential matter. The members of such group include Invesco 

and Sculptor Capital Management, each of which is a MIP. This connection is 

wholly unrelated to the Oversight Board and this Title III Proceeding, and PJT does 

Case:17-03283-LTS Doc#:23799 Filed:03/14/23 Entered:03/14/23 10:22:37 Desc: Main

Document Page 3 of 5
4

not believe that the interests of the Debtors or their estates are adversely affected 

by such connection.

h. An affiliate of PJT has been engaged to provide financial advisory services to an 

ad hoc group of creditors to a company in a confidential matter. The members of 

such ad hoc group include Massachusetts Mutual Life Insurance Company, one of 

the MIPs. This connection is wholly unrelated to the Oversight Board and this Title 

III Proceeding, and PJT does not believe that the interests of the Debtors or their 

estates are adversely affected by such connection.

i. An affiliate of PJT has been engaged to provide financial advisory services to a

group of creditors of a company in a confidential matter. The members of such 

group include an affiliate of Massachusetts Mutual Life Insurance Company, one 

of the MIPs. This connection is wholly unrelated to the Oversight Board and this 

Title III Proceeding, and PJT does not believe that the interests of the Debtors or 

their estates are adversely affected by such connection.

j. PJT has been engaged to provide financial advisory services to a company in a 

confidential matter. Monarch Alternative Capital LP and an affiliate of Sculptor 

Capital LP, each of which is a MIP, are equity holders of such company. This 

connection is wholly unrelated to the Oversight Board and this Title III Proceeding, 

and PJT does not believe that the interests of the Debtors or their estates are 

adversely affected by such connection.

k. PJT has been engaged to provide financial advisory services to a group of lenders 

of a certain company in a confidential matter. The members of such group include

an affiliate of Oaktree Capital Management and Davidson Kempner Capital 

Management LP, each of which is a MIP. This connection is wholly unrelated to 

the Oversight Board and this Title III Proceeding, and PJT does not believe that the 

interests of the Debtors or their estates are adversely affected by such connection. 

l. PJT has been engaged to provide financial advisory services to a group of creditors 

of a company in a confidential matter. The members of such group include an 

affiliate of Oaktree Capital Management and Monarch Capital Partners, each of 

which is a MIP. This connection is wholly unrelated to the Oversight Board and 

this Title III Proceeding, and PJT does not believe that the interests of the Debtors 

or their estates are adversely affected by such connection.

m. PJT has been engaged to provide financial advisory services to a group of creditors 

to a company in a confidential matter. One of such creditors is Silver Point Capital, 

one of the MIPs. This connection is wholly unrelated to the Oversight Board and 

this Title III Proceeding, and PJT does not believe that the interests of the Debtors 

or their estates are adversely affected by such connection. 

6. PJT has performed reasonable due diligence for possible connections with the 

MIPs. Given the large number of parties-in-interest in these Title III Proceedings, despite the 

Case:17-03283-LTS Doc#:23799 Filed:03/14/23 Entered:03/14/23 10:22:37 Desc: Main

Document Page 4 of 5
5

efforts to identify and disclose PJT’s relationships with the MIPs, I am unable to state with absolute 

certainty that every client relationship or other connection has been disclosed in this second 

supplemental declaration. PJT, therefore, will conduct an ongoing review of its files to ensure that 

no conflicts or other disqualifying circumstances exist or arise. If any new material facts or 

relationships are discovered or arise, PJT will promptly file a supplemental declaration with the 

Court.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true 

and correct, to the best of my information, knowledge and belief.

March 14, 2023

/s/ Steve M. Zelin

Steve M. Zelin

Partner

PJT Partners LP

Case:17-03283-LTS Doc#:23799 Filed:03/14/23 Entered:03/14/23 10:22:37 Desc: Main

Document Page 5 of 5