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 

(“PREPA”), 

 Debtor. 

 PROMESA 

 Title III 

 No. 17 BK 4780-LTS 

 This document relates to 

 PREPA Title III case only 

[Caption continued on next page] 

 

 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); 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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OBJECTION OF THE AD HOC GROUP OF GENERAL OBLIGATION 

BONDHOLDERS TO THE URGENT MOTION OF THE FINANCIAL 

OVERSIGHT AND MANAGEMENT BOARD FOR PUERTO RICO FOR ENTRY 

OF ORDER CLARIFYING SCOPE OF INTERIM HEARING ON URGENT JOINT 

MOTION OF THE FINANCIAL OVERSIGHT AND MANAGEMENT BOARD 

FOR PUERTO RICO AND THE PUERTO RICO FISCAL AGENCY AND 

FINANCIAL ADVISORY AUTHORITY FOR ENTRY OF INTERIM AND FINAL 

ORDERS (A) AUTHORIZING POSTPETITION SECURED FINANCING, 

(B) GRANTING PRIMING LIENS AND PROVIDING SUPERPRIORITY 

ADMINISTRATIVE EXPENSE CLAIMS, (C) MODIFYING THE AUTOMATIC STAY, 

(D) SCHEDULING A FINAL HEARING, AND (E) GRANTING RELATED RELIEF 

The Ad Hoc Group of General Obligation Bondholders (the “GO Group”)2 respectfully 

submits this objection to the Urgent Motion of the Financial Oversight and Management Board 

for Puerto Rico for Entry of Order Clarifying Scope of Interim Hearing on Urgent Joint Motion 

of the Financial Oversight and Management Board for Puerto Rico and the Puerto Rico Fiscal 

Agency and Financial Advisory Authority for Entry of Interim and Final Orders (A) Authorizing 

Postpetition Secured Financing, (B) Granting Priming Liens and Providing Superpriority 

Administrative Expense Claims, (C) Modifying the Automatic Stay, (D) Scheduling a Final 

Hearing, and (E) Granting Related Relief (Dkt. 557)3 (the “Scope Motion”). 

The Scope Motion is a blatant attempt to deprive parties in interest of the most basic 

opportunity to be heard. The Court should deny it. 

Even before the Scope Motion, the Oversight Board sought to curtail the opportunity to 

object. On January 27, it moved to allow PREPA to accept up to $1.3 billion in financing (the 

“Proposed Loan”) from the Commonwealth. Dkt. 549 (the “Loan Motion”). By the Board’s 

own reckoning, the need for financing was months, even years, in the making. Id. ¶¶ 14-24. But 

the Board created its own emergency by moving on January 27, then giving parties less than five 

 2

 Members of the GO Group file this objection and cross-motion exclusively on their own 

behalves and do not assume any fiduciary or other duties to any other creditor or person. 

3

 “Dkt.” refers to documents filed on the docket of Case No. 17 BK 4780-LTS. 

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days to object to this fact-intensive and profoundly important transaction. See Dkt. 548 

(scheduling order). 

Despite this, the GO Group has filed an objection to the Loan Motion contemporaneously 

herewith. As that objection explains, the Loan Motion asks the Court to make findings of fact 

and conclusions of law that serve only to prejudice the Commonwealth and its stakeholders: 

• “[T]he terms of the [Proposed Loan] are fair to the [Commonwealth] and [PREPA].” 

Dkt. 549-1 ¶ D (emphasis added). 

• “The terms of the [Proposed Loan] are fair and reasonable . . . and are supported by 

reasonably equivalent value and fair consideration.” Id. ¶ E (emphasis added). 

• “[PREPA] has an immediate need to obtain the financing under the [Proposed Loan].” 

Id. ¶ A. 

• “[N]o obligation, payment, transfer, or grant of a lien or security interest under the 

[Proposed Loan] or this [Proposed Order] shall be stayed, restrained, voidable, or 

recoverable under PROMESA, the Bankruptcy Code, or any applicable law or subject to 

any avoidance, reduction, setoff, offset, recharacterization, subordination (whether 

equitable, contractual, or otherwise), counterclaims, cross-claims, defenses, or any other 

challenges under PROMESA, the Bankruptcy Code, or any applicable law or regulation 

by any person or entity.” Id. ¶ 4 (emphasis added). 

We incorporate by reference the objection’s explanation of why these provisions are completely 

inappropriate. 

The Scope Motion asks this Court to eviscerate the parties’ fundamental right to be heard 

concerning these prejudicial provisions. According to it, “the only two issues” presented are the 

availability of similar or better financing and adequate protection. Scope Motion ¶ 9 (emphasis 

added). Thus, says the Scope Motion, those are the only issues on which the Court may hear 

argument—even though the Loan Motion, as described above, asks the Court to stray far beyond 

those issues, threatening great harm to the Commonwealth and its stakeholders. 

The Oversight Board cannot have it both ways. Either (1) there are only two issues at 

stake—in which case the Loan Motion must be denied to the extent that it advances the 

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provisions listed above, as those go far beyond the two issues, or (2) the provisions listed above 

are properly at stake—in which case the Scope Motion must be denied, as it would narrow 

argument to a subset of the issues at stake and thus deprive the parties damaged by the listed 

provisions of their right to be heard. 

* * * 

The Court should deny the Scope Motion. 

Dated: February 1, 2018 

/s/ Ramón Rivera Morales 

J. Ramón Rivera Morales 

USDC-PR Bar No. 200701 

Andrés F. Picó Ramírez 

USDC-PR Bar No. 302114 

JIMÉNEZ, GRAFFAM & LAUSELL

P.O. Box 366104 

San Juan, PR 00936 

Telephone: (787) 767-1030 

Facsimile: (787) 751-4068 

Email: rrivera@jgl.com 

Respectfully submitted, 

/s/ Mark T. Stancil 

Lawrence S. Robbins (admitted pro hac vice) 

Gary A. Orseck (admitted pro hac vice) 

Kathryn S. Zecca (admitted pro hac vice) 

Mark T. Stancil (admitted pro hac vice) 

Ariel N. Lavinbuk (admitted pro hac vice) 

Donald Burke (admitted pro hac vice) 

ROBBINS, RUSSELL, ENGLERT, ORSECK,

UNTEREINER & SAUBER LLP 

1801 K Street, N.W., Suite 411-L 

Washington, DC 20006 

Telephone: (202) 775-4500 

Facsimile: (202) 775-4510 

Email: mstancil@robbinsrussell.com 

/s/ Andrew N. Rosenberg 

Andrew N. Rosenberg (admitted pro hac vice) 

Richard A. Rosen (admitted pro hac vice) 

Walter Rieman (admitted pro hac vice) 

Kyle J. Kimpler (admitted pro hac vice) 

Karen R. Zeituni (admitted pro hac vice) 

PAUL, WEISS, RIFKIND, WHARTON 

& GARRISON LLP 

1285 Avenue of the Americas 

New York, NY 10019 

Telephone: (212) 373-3000 

Facsimile: (212) 757-3990 

Email: arosenberg@paulweiss.com 

Counsel to the Ad Hoc Group of General Obligation Bondholders 

 

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CERTIFICATE OF SERVICE 

I hereby certify that, on this same date, I electronically filed the foregoing with the Clerk 

of the Court using the CM/ECF system, which will send notifications of such filing to all 

CM/ECF participants in this case. 

/s/ Mark T. Stancil 

Mark T. Stancil 

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