Hearing Date [Proposed]: February 28, 2023

Objection Deadline [Proposed]: February 10, 2023 at 5:00 p.m. (Atlantic Standard Time)

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)

MOTION OF PUERTO RICO ELECTRIC POWER

AUTHORITY FOR ORDER ESTABLISHING, AMONG OTHER 

THINGS, PROCEDURES AND DEADLINES CONCERNING OBJECTIONS 

TO CONFIRMATION AND DISCOVERY IN CONNECTION THEREWITH

 

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).

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To the Honorable United States District Court Judge Laura Taylor Swain:

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

as sole Title III representative of the Puerto Rico Electric Power Authority (“PREPA” or the 

“Debtor”), pursuant to Section 315(b) of the Puerto Rico Oversight, Management, and Economic 

Stability Act (“PROMESA”),

2

respectfully submits this motion (the “Motion”), pursuant to section 

105(a) of title 11 of the United States Code (the “Bankruptcy Code”), made applicable to this case

by PROMESA Section 301(a), and Rule 7026 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), made applicable to this case by PROMESA Section 310, for the 

establishment of procedures and deadlines concerning discovery in connection with confirmation 

of PREPA’s proposed Title III Plan of Adjustment of the Puerto Rico Electric Power Authority (as 

may be amended, modified, or supplemented from time to time, the “Plan”).

3

 In support of this 

Motion, the Debtor respectfully represents as follows:

Preliminary Statement

1. Since its creation, the Oversight Board has focused on achieving its mandates under

PROMESA so that fiscal responsibility, access to capital markets, and economic prosperity and 

growth can return to Puerto Rico. To those ends, over the last five-and-a-half years, the Oversight 

Board has, among other things, completed (or has obtained approval of) restructurings and 

modifications involving more than $110 billion in public debt, including the (a) restructuring of

approximately (i) $18 billion pursuant to a Title III plan of adjustment for the Puerto Rico Sales 

Tax Financing Corporation, (ii) $85 billion (including unfunded pension liabilities) pursuant to a 

Title III joint plan of adjustment for the Commonwealth of Puerto Rico (the “Commonwealth”), 

 

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

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

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Puerto Rico Public Buildings Authority, and the Employees Retirement System of the Government 

of the Commonwealth of Puerto Rico, and (iii) $6.4 billion pursuant to a Title III plan of 

adjustment for the Puerto Rico Highways and Transportation Authority (“HTA”), and (b) 

modification of approximately (i) $5 billion pursuant to a Title VI qualifying modification for the

Government Development Bank for Puerto Rico, (ii) $1.9 billion pursuant to a Title VI qualifying 

modification for the Puerto Rico Infrastructure Financing Authority, and (iii) $384 million 

pursuant to a Title VI qualifying modification for the Puerto Rico Convention Center District 

Authority. The Oversight Board has also proposed a qualifying modification for the Puerto Rico 

Public Finance Corporation pursuant to Title VI of PROMESA, which, if approved, would modify 

more than $1.5 billion in public debt. 

2. Concurrently with the above restructurings, the Oversight Board has actively 

prosecuted PREPA’s Title III case, including by completing the transformation of PREPA’s 

transmission and distribution system, and now seeks confirmation of PREPA’s proposed Plan. In 

connection therewith, and pursuant to the Order Granting Second Urgent Motion of the Financial 

Oversight and Management Board for Puerto Rico Requesting Extension of Filing Deadline to 

December 16, 2022 Automatically Extendable Throught December 21, 2022 for Submission of 

PREPA Plan of Adjustment, Disclosure Statement, & Related Motions [Case No. 17-4780, ECF 

No. 3109]4(the “Confirmation Schedule Order”), contemporaneously with the filing of this 

Motion, the Debtor has filed (i) the Disclosure Statement Motion,5seeking, among other things, 

approval of the proposed Disclosure Statement for the Title III Plan of Adjustment of the Puerto 

 

4 Unless otherwise stated, all ECF Nos. shall refer to the docket in Case No. 17-4780.

5 The “Disclosure Statement Motion” refers to the Motion of Puerto Rico Electric Power Authority for Order (I) 

Approving Disclosure Statement, (II) Fixing Voting Record Date, (III) Approving Confirmation Hearing Notice 

and Confirmation Schedule, (IV) Approving Solicitation Packages and Distribution Procedures, (V) Approving 

Forms of Ballots and Voting Procedures, (VI) Approving Notice of Non-Voting Status, (VII) Fixing Voting, and 

Confirmation Deadlines, and (VIII) Approving Vote Tabulation Procedures.

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Rico Electric Power Authority (as may be amended, modified, or supplemented from time to time, 

the “Disclosure Statement”) as containing adequate information and setting a hearing to consider

confirmation of the Plan, and (ii) the Scheduling Motion,6establishing procedures and deadlines 

regarding discovery in connection with the hearing to consider the adequacy of information in the 

Disclosure Statement. In addition thereto, to assist in the efficient management of the confirmation 

process, the Debtor hereby proposes to establish procedures and deadlines regarding discovery in 

connection with confirmation of the Plan. 

3. Consistent with the procedures approved in the Commonwealth’s and HTA’s 

confirmation processes,

7

the Oversight Board proposes to launch a virtual dataroom with relevant 

Plan and Disclosure Statement materials to provide parties in interest with information sufficient 

to evaluate the adequacy of information contained in the Disclosure Statement and the 

confirmability of the Plan. 

4. To promote an orderly and thorough confirmation process, conserve resources, and 

streamline the issues necessary for the Court’s adjudication, the Debtor proposes to implement 

certain global information discovery procedures described herein. Notably, these procedures are 

similar to those authorized by this Court in the Commonwealth’s and HTA’s Title III Cases. [Case 

No. 17-3283, ECF No. 17640]; [Case No. 17-3567, ECF No. 1249]. As in the Commonwealth’s 

 

6 The “Scheduling Motion” refers to the Urgent Motion of Puerto Rico Electric Power Authority for Order (I) 

Scheduling a Hearing to Consider the Adequacy of Information Contained in the Disclosure Statement, 

(II) Establishing the Deadline for Filing Objections to the Disclosure Statement and Replies Thereto, 

(III) Approving the Form and Manner of Notice Thereof, (IV) Establishing Document Depository Procedures in 

Connection Therewith, and (V) Granting Related Relief.

7 See Order (I) Scheduling a Hearing to Consider the Adequacy of Information Contained in the Disclosure 

Statement, (II) Establishing the Deadline for Filing Objections to the Disclosure Statement and Replies Thereto, 

(III) Approving Form of Notice Thereof, (IV) Establishing Document Depository Procedures in Connection 

Therewith, and (V) Granting Related Relief [Case No. 17-3283, ECF No. 16681], ¶¶ 6–8; Order (I) Establishing 

Document Depository Procedures in Connection Therewith, and (II) Granting Related Relief [Case No. 17-3567, 

ECF No. 1176] ¶¶ 2–4.

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and HTA’s cases, these procedures will enable this Title III Case to proceed under an expeditious 

and efficient confirmation process and reduce the duplicative or unnecessary requests that would 

be contrary to those goals. The relief requested herein is authorized under the Court’s equitable 

powers and is in the best interests of the Debtor and its stakeholders in this Title III case. 

Accordingly, the Debtor respectfully requests the Court approve the Motion.

Background

PREPA’s Fiscal Crisis and Commencement of PREPA’s Title III Petition

5. PREPA is the main electricity provider for Puerto Rico and the largest public 

electricity provider in the country, serving approximately 1.5 million customers. As an 

instrumentality of the Commonwealth, PREPA is “responsible for providing reliable electric 

power, contributing to the general wellbeing and sustainable future of the People of Puerto Rico, 

maximizing benefits, and minimizing the social, environmental, and economic impact.” 22 

L.P.R.A. § 196. PREPA’s services are critical to the well-being of the Island’s residents, its 

commercial sector, and the stability of its economy. 

6. PREPA’s revenues have declined by thirty-one (31%) since 2007. As energy prices 

have climbed, a growing number of PREPA’s customers have left the Island or transitioned to 

alternative energy sources (including rooftop solar equipment). With a lower revenue base, 

remaining customers will pay increasingly higher rates to cover PREPA’s fixed costs, which in 

turn encourages higher-income residents and larger businesses to transition to alternative energy, 

cutting further into PREPA’s consumer base. Higher rates, and availability of increasingly 

affordable alternative energy sources, will lead to further decreases in demand, which will lead to 

further grid defection, threatening PREPA’s future viability.

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7. As a result of the fiscal challenges described above, PREPA was increasingly 

incapable of paying its operating expenses, let alone creating net revenues sufficient to service its 

bond debt.

8. On June 30, 2016, the Oversight Board was established pursuant to PROMESA 

Section 101(b). The current members of the Oversight Board are David Skeel (Chairman), 

Andrew Biggs, former Judge Arthur Gonzalez, Antonio Medina, John Nixon, Justin Peterson, and 

Dr. Betty Rosa.

9. Pursuant to PROMESA Section 315, “[t]he Oversight Board in a case under this 

subchapter is the representative of the debtor” and “may take any action necessary on behalf of the 

debtor to prosecute the case of the debtor, including filing a petition under section [304] of 

[PROMESA] . . . submitting . . . a plan of adjustment . . . or otherwise generally submitting filings 

in relation to the case with the court.” 48 U.S.C. § 2175.

10. Prior to the commencement of PREPA’s Title III case, PREPA had negotiated an 

initial restructuring support agreement (the “Prepetition RSA”) with certain of its creditors, which

was intended to culminate in an agreement that could form the basis of a qualifying modification 

pursuant to Title VI of PROMESA. From the entry into the Prepetition RSA through the 

commencement of this Title III Case, PREPA and the Oversight Board continued to negotiate a 

comprehensive debt adjustment, and agreed to amend the terms of the Prepetition RSA on multiple 

occasions. Ultimately, however, the parties could not come to an agreement on numerous material 

issues, and PREPA failed to secure hundreds of millions of dollars in short-term liquidity that 

would have been necessary for the implementation of the Prepetition RSA. On June 28, 2017, the 

Oversight Board denied certification of the Prepetition RSA and did not authorize PREPA to avail 

itself of the procedures under Title VI of PROMESA. 

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11. On July 3, 2017, the Oversight Board issued a restructuring certification pursuant 

to PROMESA Sections 104(j) and 206 and filed a voluntary petition for relief for PREPA, pursuant 

to PROMESA Section 304(a), commencing PREPA’s Title III Case (the “Title III Case”). 

Pursuant to PROMESA Section 315(b), the Oversight Board is PREPA’s sole representative in the 

Title III Case. Background information regarding the Debtor is contained in the Notice of Filing 

of Statement of Oversight Board Regarding PREPA’s Title III Case [ECF No. 2].

Filing of the Plan and Disclosure Statement

12. Following the filing of the Title III Case, on July 30, 2018, the Oversight Board 

and the Puerto Rico Fiscal Agency and Financial Advisory Authority (“AAFAF”) announced they 

had entered into a preliminary Restructuring Support Agreement with members of the Ad Hoc 

Group of PREPA Bondholders.

8 Following continued negotiations, the monoline insurers of 

PREPA’s bonds would join the RSA and execute a definitive Restructuring Support Agreement 

(the “2019 RSA”). The 2019 RSA provided for the resolution of certain claims and the agreement 

of parties to the 2019 RSA to support a plan of adjustment for PREPA. On September 9, 2019, 

the 2019 RSA was amended to provide for the joinder of National Public Finance Guarantee Corp. 

(“National”) and Syncora Guarantee Corp. (“Syncora”). The 2019 RSA provided the Oversight 

Board and AAFAF termination rights and was dependent on, among other things, the Government 

enacting certain legislation. 

13. On May 10, 2019, the Oversight Board and AAFAF filed a motion pursuant to 

Bankruptcy Rule 9019 (the “9019 Motion”) seeking approval of certain of the settlements and 

compromises embodied in the 2019 RSA. The 9019 Motion and its related deadlines were stayed 

 

8 As of April 20, 2022, the Ad Hoc Group of PREPA Bondholders comprised (i) BlackRock Financial Management, 

Inc., (ii) Franklin Advisers, Inc., (iii) GoldenTree Asset Management, L.P., (iv) Invesco Advisers, Inc., (v) Nuveen 

Asset Management, LLC, (vi) Taconic Capital Advisors, L.P., and (vii) Whitebox Advisors, LLC. See ECF No. 

2782.

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following the onset of the COVID-19 pandemic. In the meantime, the Government failed to enact 

the legislation and the cost to consumers together with its increasing tendency to drive consumers 

and businesses to convert to solar and to leave the grid rendered the 2019 RSA unworkable for 

Puerto Rico.

14. On March 8, 2022, citing concerns regarding the lack of implementing legislation, 

along with concerns regarding the affordability of the cost of electricity and the sustainability of 

the electric system as a result of rising inflation and significant surges in the price of crude oil, 

AAFAF exercised its unilateral right to terminate the 2019 RSA. [ECF No. 2747]. 

15. Following termination of the 2019 RSA, the Ad Hoc Group of PREPA Bondholders 

and certain monoline insurers filed a motion seeking the appointment of a mediator. [ECF No. 

2716]. On March 8, 2022, the Court entered an order [ECF No. 2748] (the “Path Forward Order”) 

directing the parties to mediate, and established an initial deadline of May 2, 2022 (the “Path 

Forward Deadline”) for the Oversight Board to provide a path forward for progressing the Title III 

Case, including by filing either (i) a proposed plan of adjustment, (ii) a detailed term sheet therefor, 

(iii) a proposed schedule for litigation of significant disputed issues in the Title III Case, or (iv) a 

declaration or memorandum of law showing cause as to why the court should not consider 

dismissal of the Title III Case. 

16. On April 8, 2022, the Court entered an order [ECF No. 2772] (the “Appointment 

Order”) appointing a team of current and former judges led by the Honorable Shelley C. Chapman 

and including the Honorable Robert D. Drain and the Honorable Brendan L. Shannon (collectively, 

the “Mediation Team”). The Appointment Order designated the Oversight Board, AAFAF, the 

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Ad Hoc Group of PREPA Bondholders, the Monolines,9 Unión de Trabajadores de la Industria 

Eléctrica y Riego, Inc., (“UTIER”), Sistema de Retiro de Empleados de la Autoridad de Energía 

Eléctrica (“SREAEE”), the Official Committee of Unsecured Creditors (the “Creditors’ 

Committee”), and the Fuel Line Lenders10 as mediation parties (collectively, the “Mediation 

Parties”). Concurrently with the Appointment Order, the Court entered an order establishing 

certain terms and conditions to govern mediation, including an initial mediation termination date 

of June 1, 2022 [ECF No. 2773] (the “Terms and Conditions Order”). 

17. The Mediation Parties immediately commenced substantive discussions, meeting 

individually with the Mediation Team within the first week of the commencement of mediation. 

Over the course of mediation, the Mediation Team and Mediation Parties engaged in numerous 

sessions to determine whether a consensual plan of adjustment was attainable. As the mediation 

proceeded, the Mediation Team and Oversight Board requested, and the Court granted, multiple 

extensions of mediation, including the Path Forward Deadline, in accordance with the Terms and 

Conditions Order. [ECF Nos. 2823, 2874, 2911, and 2923]. On September 16, 2022, the 

Mediation Team did not exercise its discretion to extend the mediation termination date, thereby 

terminating mediation. 

18. On September 17, 2022, in accordance with the Path Forward Order and upon the 

termination of mediation, the Oversight Board filed a litigation schedule seeking to litigate certain 

threshold issues relating to the bondholders’ claims. [ECF No. 2956]. The Ad Hoc Group of 

PREPA Bondholders together with the Monoline Insurers filed a motion to dismiss the Title III 

 

9 Assured Guaranty Corp. and Assured Guaranty Municipal Corp. (collectively, “Assured”), National and Syncora 

are collectively referred to herein as the “Monolines”. 

10 The Fuel Line Lenders are comprised of Cortland Capital Market Services LLC, as successor administrative agent 

under a Credit Agreement, dated May 4, 2012, among PREPA, Scotiabank de Puerto Rico, and certain lenders, 

and SOLA LTD, Solus Opportunities Fund 5 LP, Ultra Master LTD and Ultra NB LLC, as lenders under a Trade 

Finance Facility Agreement, dated July 20, 2012, between PREPA and Citibank, N.A.

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Case or in the alternative to lift the stay to seek appointment of a receiver of PREPA. [ECF No. 

2973]. On September 29, 2022, the Court entered an order staying the motion to dismiss, largely 

adopting the Oversight Board’s litigation schedule, and directing the Oversight Board to file a plan 

and disclosure statement by December 1, 2022 (the “Filing Deadline”). [ECF No. 3013]. 

19. On September 29, 2022, the Court also entered an order amending the Terms and 

Conditions Order, thereby re-establishing mediation until December 31, 2022. [ECF No. 3011]. 

The Mediation Team and Mediation Parties have continued to engage in mediation sessions 

regarding a proposed plan of adjustment for PREPA. In tandem with mediation, the Oversight 

Board has been litigating the existence and enforceability of certain alleged security interests in 

PREPA’s revenues and alleged in proofs of claim against PREPA. See Adv. Proc. No. 19-00391. 

20. On December 1, 2022, the Mediation Team filed the Mediation Team’s Second 

Notice and Report [ECF No. 3091], requesting an extension of the Filing Deadline, and the Court 

entered the Order Concerning Mediation Team’s Second Notice and Report [ECF No. 3092] 

extending the Filing Deadline to December 8, 2022. 

21. On December 8, 2022, the Oversight Board filed the Urgent Motion of the 

Financial Oversight and Management Board for Puerto Rico Requesting Extension of Filing 

Deadline to December 13, 2022 for Submission of PREPA Plan of Adjustment, Disclosure 

Statement, & Related Motions [ECF No. 3104], requesting an extension of the Filing Deadline, 

and the Court entered the Order Granting Urgent Motion of the Financial Oversight and 

Management Board for Puerto Rico Requesting Extension of Filing Deadline to December 13, 

2022 for Submission of PREPA Plan of Adjustment, Disclosure Statement, & Related Motions 

[ECF No. 3106] extending the Filing Deadline to December 13, 2022. 

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22. On December 13, 2022, the Oversight Board filed the Second Urgent Motion of the 

Financial Oversight and Management Board for Puerto Rico Requesting Extension of Filing 

Deadline Through December 16, 2022, Automatically Extendable Through December 21, 2022, 

for Submission of PREPA Plan of Adjustment, Disclosure Statement, & Related Motions [ECF No. 

3108], requesting an extension of the Filing Deadline, and the Court entered the Confirmation 

Schedule Order extending the Filing Deadline to December 16, 2022 or, upon the occurrence of 

certain conditions, December 21, 2022.

23. The Oversight Board and the Fuel Line Lenders, owners of over $700 million in 

claims with an asserted seniority over the PREPA Revenue Bonds, reached agreement during 

mediation with respect to the treatment of the Fuel Line Lenders’ claim pursuant to a plan of 

adjustment for PREPA, memorialized in that certain Plan Support and Settlement Agreement, 

dated as of December 1, 2022 (the “Fuel Line Lender PSA”). The terms of the Fuel Line Lender 

PSA are incorporated in the Plan, filed concurrently herewith in accordance with the Confirmation 

Schedule Order, together with the Disclosure Statement, and the Disclosure Statement Motion.

24. Notwithstanding the filing of the Plan and Disclosure Statement in respect of a 

partially consensual and partially nonconsensual restructuring, the Oversight Board reiterates its 

strong preference for a globally consensual plan of adjustment for PREPA, and will continue

mediation and negotiation in the hopes of further settlements. 

The Disclosure Statement Approval and Plan Confirmation Schedule

25. Pursuant to the Disclosure Statement Motion, the Debtor requests, among other 

things, scheduling the hearing on confirmation of the Plan (the “Confirmation Hearing”) for July 

17–21, 24–28 2023, or as soon thereafter as the Court’s calendar permits.

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Jurisdiction

26. The United States District Court for the District of Puerto Rico (the “Court”) has 

subject matter jurisdiction over this matter pursuant to PROMESA Section 306(a).

27. Venue is proper pursuant to PROMESA Section 307(a).

28. The statutory predicates for the relief sought herein are Bankruptcy Code section 

105(a), made applicable to these cases by PROMESA Section 301(a), and Bankruptcy Rule 7026, 

et seq., made applicable to these cases by PROMESA Section 310.

Relief Requested

29. To facilitate an orderly and efficient discovery and confirmation process, by this 

Motion, the Debtor requests entry of an order, in the form attached hereto as Exhibit A (the 

“Proposed Order”), (a) establishing certain objection and discovery deadlines in connection with 

confirmation of the Plan, and (b) authorizing the Debtor to establish and implement exclusive 

global discovery procedures, pursuant to section 105(a) of the Bankruptcy Code and Bankruptcy 

Rule 7026, relating to confirmation of the Plan. The proposed global procedures include 

provisions concerning:

(i) access to pertinent materials relating to the Debtor, its assets and liabilities, 

and creditor recoveries under the Plan; 

(ii) confidentiality protections and limitations on access to any of the foregoing 

materials, as is appropriate; and 

(iii) protection against the inadvertent waiver of privileges, attorney 

work-product, and other immunities from disclosure as is necessary to 

foster access to the pertinent materials without undue delay. 

30. Similar procedures have been approved in other large, complex Title III and chapter 

11 cases with many overlapping issues. See Order Establishing, Among Other Things, Procedures 

and Deadlines Concerning Objections to Confirmation and Discovery in Connection Therewith 

[Case No. 17-3567, ECF No. 1249] (with respect to HTA’s Title III case); Amended Order 

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Establishing Procedures and Deadlines Concerning Objections to Confirmation and Discovery in 

Connection Therewith [Case No. 17-3283, ECF No. 18394] (with respect to the Commonwealth’s 

Title III case); see also In re Enron Corp., et al., Case No. 01-16034 (AJG) (Bankr. S.D.N.Y. Feb. 

13, 2004).

31. In particular, and similar to the Oversight Board’s request in the Scheduling 

Motion, the Debtor proposes to implement certain information collection procedures described 

herein and supplement the centralized depository requested to be established under the Scheduling 

Motion with information related to the Plan. These procedures will enable the Title III Case to 

proceed under an efficient process and reduce any duplicative or unnecessary requests that would 

be contrary to those goals. The relief requested herein is authorized under the Court’s equitable 

powers pursuant to Bankruptcy Code section 105(a) and Bankruptcy Rule 7026 and is in the best 

interests of this Title III Case. 

32. These uniform global procedures combined with existing access infrastructure will 

provide needed clarity to parties in interest and allow them to obtain relevant documents in an 

orderly, expeditious, and efficient fashion, without wasteful discovery-based motion practice on 

an individual basis and other motions seeking expedited relief before this Court. The proposed 

global discovery procedures will ensure that document discovery is conducted without needless 

duplication and expense. Likewise, the global discovery procedures will ensure that there are not 

needless or duplicative depositions or undue burden on witnesses.

33. In addition, if the Debtor is unable to establish and implement a uniform set of 

global discovery procedures, the Debtor will be faced with a logjam of discovery motion practice 

at a time when it needs to focus on the most critical aspects of its Title III process. Such a result 

could unnecessarily impede and delay the confirmation of the Plan and undermine the Debtor’s 

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ability to focus on the ultimate implementation of the transactions contemplated by the Plan. The 

proposed procedures will streamline the discovery process and assist the Debtor in focusing on its 

operations and restructuring efforts, while not prejudicing any parties’ rights.

34. A summary of the proposed discovery deadlines leading to the Disclosure 

Statement approval and confirmation hearing follows:

Summary of Proposed Discovery Deadlines11

Date of Entry of 

Proposed Order

Conversion of Disclosure Statement Depository to Plan Depository (as 

defined below)

Five Business Days 

After Entry of DS 

Approval Order

Deadline for Confirmation Hearing Notice to be served.

Ten Days After 

Entry of Proposed 

Order

Deadline for the Debtor to upload all documents to the Plan Depository

Deadline for the Debtor to file a preliminary fact witness list and topics 

about which each witness will testify (“Debtor’s Preliminary Fact 

Witness List”). 

March 29, 2023

Deadline for parties in interest to file a “Notice of Intent to Participate in 

Discovery” (hereafter, a “Discovery Notice”). Only parties in interest

who file a timely Discovery Notice can propound discovery, but failure 

to do so does not preclude a party from objecting to confirmation of the 

Plan. 

28 Days After Entry 

of DS Approval 

Order

Deadline for Debtor to complete mailing of solicitation materials.

April 3, 2023

Deadline for all parties to serve requests for production of nondepository documents (“Production Requests”). Parties in interest may 

serve Production Requests only following their filing of a timely 

Discovery Notice. 

Parties may serve up to one additional round of Production Requests, 

provided that they are served on or before April 14, 2023.

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

 

11 For reference purposes only, the confirmation deadlines proposed in the Disclosure Statement Motion are 

highlighted below in grey shading.

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Summary of Proposed Discovery Deadlines11

Deadline for parties in interest to file a preliminary fact witness list and 

topics about which each witness is expected to testify (a “Party in 

Interest’s Preliminary Fact Witness List,” and together with the 

Debtor’s Preliminary Fact Witness List, the “Preliminary Fact Witness 

Lists”). 

Deadline for all parties to file opening expert disclosures (“Opening 

Expert Disclosures”). 

Deadline for all parties to serve up to fifteen (15) interrogatories 

(“Interrogatories”), including subparts. Responses and objections to 

such Interrogatories shall be served within ten (10) days of service of 

such Interrogatories. 

April 14, 2023

Deadline for all parties to file opening expert reports (“Opening Expert 

Reports”). 

Deadline for all parties to serve initial notices of deposition, topics and 

requested times for depositions (“Initial Notices of Deposition”) (all 

depositions are limited to a seven (7)-hour time limit). Subsequent 

notices are allowed provided discovery is completed by the Fact 

Discovery Deadline or Expert Discovery Deadline, as applicable. 

Deadline for parties who have served a Production Request on or 

before April 3, 2023 to serve up to one additional round of Production 

Requests.

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

April 17, 2023 Deadline for all parties to file rebuttal expert disclosures (“Rebuttal 

Expert Witness Disclosures”)

April 21, 2023

Deadline for all parties to serve requests for admission, limited to 

authentication of documents (“Admission Requests”). Responses and 

objections to such Admission Requests shall be served within four (4) 

business days of service of such Admission Requests. 

Deadline for completion of fact discovery (the “Fact Discovery 

Deadline”). 

April 24, 2023

Deadline for all parties to file rebuttal expert reports (“Rebuttal Expert 

Reports”)

Deadline for parties in interest who solely want access to documents in 

the Plan Depository to file a Discovery Notice.

April 28, 2023

Deadline for all parties to file Daubert motions and motions in limine.

Deadline for completion of expert discovery (the “Expert Discovery 

Deadline”).

May 5, 2023 Deadline for all parties to file oppositions to Daubert motions and 

motions in limine.

May 12, 2023 Deadline for all parties to file replies in support of Daubert motions and 

motions in limine.

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Summary of Proposed Discovery Deadlines11

Deadline for all parties to file finalized witness lists, exhibit lists, and 

deposition designations.

May 17, 2023 Deadline for all parties to file counter-designations, objections to 

deposition designations, or objections to exhibit lists. 

May 24, 2023 Deadline for all parties to file objections to counter designations.

May 31, 2023 Deadline for the Debtor to file initial proposed confirmation order (the 

“Proposed Confirmation Order”). 

June 7, 2023 Voting Deadline

June 7, 2023

Deadline for parties in interest to file:

 Objections to confirmation of the Plan (“Plan Objections”).

 Objections to Proposed Confirmation Order.

June 21, 2023

Deadline for Debtor to file:

 Memorandum of law in support of confirmation

 Omnibus reply to Plan Objections and objections to the Proposed

Confirmation Order

 Vote Tabulation

 Initial proposed findings of fact and conclusions of law 

(“Proposed Findings of Fact and Conclusions of Law”)

 Witness Declarations

Deadline for non-Debtor parties to file witness declarations

June 28, 2023 Deadline for parties in interest to file objections to Proposed Findings of 

Fact and Conclusions of Law.

July 5, 2023 Deadline for Debtor to reply to objections to the Proposed Findings of 

Fact and Conclusions of Law. 

Week of July 10, 

2023

(or a date 

convenient for the 

court)

[Virtual] hearing on motions in limine / pre-trial conference.

July 17–21, 24, 26–

28 2023 Confirmation Hearing

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The Global Discovery Procedures

35. The Debtor respectfully requests approval of the following global discovery 

procedures:

Debtor’s Plan Document Depository

36. Pursuant to the Scheduling Motion, the Debtor requested Court authorization to

operate a depository for information relevant to an evaluation of the Disclosure Statement (the 

“Depository”). By the time this Motion is heard, assuming the Court grants the relief requested in 

the Scheduling Motion, the Depository will have been operational, and parties in interest will have 

had access to it, for no less than eight (8) weeks. Pursuant to this Motion, the Debtor requests

authorization, subject to the same Depository Procedures (as defined below), to continue to

populate the Depository with any additional documents relevant to confirmation of the Plan (to the 

extent not already added to the Depository), which shall include at least the following documents 

(collectively, the “Documents”):

(i) Debtor’s relevant non-privileged documents relied upon by the Debtor in analyzing 

its assets and the various claims asserted against it; and

(ii) Debtor’s relevant non-privileged documents concerning the Best Interests Test 

Report set forth in the Disclosure Statement.

37. The Debtor requests authorization to apply the procedures set forth in Exhibit 1, 

Exhibit 2 and Exhibit 3 attached to the proposed order approving the Scheduling Motion 

(collectively, the “Depository Procedures”), to all additional documents relevant to confirmation 

of the Plan that the Debtor uploads to the Depository. 

38. Access to the Depository shall continue to be subject to such party’s eligibility, and 

agreement to and compliance with the Protective Order (as defined in the Scheduling Motion), and 

any amendments or modifications thereto approved by the Court from time to time. 

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39. The Depository contains an electronic index of all Documents in the Depository. 

This index contains information about both Documents in the Depository containing Confidential 

Information, and Documents in the Depository that do not contain Confidential Information. The 

Debtor has used its reasonable best efforts to categorize Documents by topic; provided, however, 

that the Depository contains a disclaimer expressly stating, among other things, that (i) the Debtor

shall not be responsible for the mis-categorization of any particular Document; (ii) each party in 

interest should not rely upon the categorization of the Documents and should review all categories 

of Documents in their entirety; and (iii) the inclusion of material in the Depository does not 

constitute a warranty of such material’s accuracy or completeness.

40. Consistent with the Terms and Conditions Order, as amended from time to time, no 

“Settlement Proposals” (as defined therein) received by the Debtor from any of the Mediation 

Parties is included in the Depository or has been produced to any party in interest. Prior to 

producing any Documents received by the Debtor from any of the Mediation Parties, the Debtor

has agreed to (i) confirm that such Documents have not been designated to constitute a “Settlement 

Proposal” under the Terms and Conditions Order and (ii) provide such producing party or parties 

two (2) business days’ notice of its intent to produce such Documents, during which the producing 

party or parties may review and confirm that the Documents do not constitute a “Settlement 

Proposal” as defined in the Terms and Conditions Order. Additionally, to the extent that the Debtor

has inadvertently included any “Settlement Proposals” in the Depository, it shall not be deemed to 

comprise any waiver of any applicable rights or privileges.

41. The Debtor submits that maintenance of (i) the Depository, supplemented by any 

additional documents relating to Plan issues not already included and (ii) the Depository 

Procedures, in advance of the period in which parties may file objections to the Plan, will maximize 

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efficiency and avoid unwarranted and potentially costly proceedings in connection with the Plan, 

including but not limited to discovery related thereto. 

Designation of Fact Witnesses

42. The Debtor proposes that it and any party in interest shall file a list (the 

“Preliminary Fact Witness List”) setting forth (a) the names of the witnesses that such party 

anticipates presenting at the Confirmation Hearing and (b) the topics for which the testimony of 

any such witness shall be offered. 

43. Within ten (10) days of the entry of an order approving the Disclosure Statement

Motion, the Debtor proposes to file its Preliminary Fact Witness List (the “Debtor’s Preliminary 

Fact Witness List”). The proposed deadline for parties in interest to file a Preliminary Fact Witness 

List (a “Party in Interest’s Preliminary Fact Witness List,” and together with the Debtor’s 

Preliminary Fact Witness List, the “Preliminary Fact Witness Lists”) is April 3, 2023. 

44. Notwithstanding the designation of a person on a Preliminary Fact Witness List, 

the party filing such witness list would not be (a) required to present any such witness during the 

Confirmation Hearing, (b) precluded from offering witnesses at the Confirmation Hearing that do 

not appear on the Preliminary Fact Witness Lists to rebut testimony offered or adduced at the 

Confirmation Hearing, or (c) precluded from amending their Preliminary Fact Witness List on or 

before May 12, 2023, so long as the party amending the list provides an opportunity for any new 

witness to be deposed prior to the start of the Confirmation Hearing. 

45. For purposes of the Confirmation Hearing, the Debtor or parties in interest may 

present the testimony of any designated person by either the submission of a declaration of such 

person or the use of deposition testimony in accordance with Bankruptcy Rule 7032, subject to 

(a) the rights of any party that has filed an objection to confirmation of the Plan on or before the 

Objection Deadline (as defined below) to object to the presentation thereof and (b) such other 

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rights afforded by the Federal Rules of Evidence and applicable law. In the event that parties 

intend to introduce such testimony by the submission of one or more declarations, (i) such 

declarations shall be filed with the Court and served in accordance with the Case Management 

Order no later than June 21, 2023, and (ii) any such declarant shall be present at the Confirmation 

Hearing and be available for cross-examination.

Discovery

46. The Debtor proposes that parties in interest (each, an “Eligible Creditor”) that wish 

to participate in discovery and/or obtain access to the Depository must file a notice of intention to 

participate in discovery (a “Discovery Notice”),12 in the manner set forth in the Confirmation 

Hearing Notice. See Exhibit 1 of the Proposed Order. 

47. Parties in interest seeking to obtain access to the Depository and to participate in 

other discovery, including serving their own discovery requests or participating in questioning 

during depositions, as set forth in the schedule listed above and in paragraphs 48 through 59 below,

must file their Discovery Notice by March 29, 2023. Parties in interest solely seeking access to 

documents in the Depository must file their Discovery Notice by April 24, 2023. The failure to 

file a Discovery Notice will not prevent any party from filing an objection to the confirmation of 

the Plan—it will just exclude them from participating in discovery, including serving discovery 

requests or participating in questioning during depositions. It is expected that parties taking 

discovery will use their best efforts to avoid duplicative discovery requests. 

48. Nothing herein shall preclude (i) parties in interest who do not file a Discovery 

Notice from filing an objection to confirmation of the Plan on or before June 7, 2023 (the 

 

12 A copy of the Discovery Notice is attached to the Proposed Order as Exhibit 1.

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“Objection Deadline”) and (ii) parties in interest from seeking discovery of any party, other than 

the Debtor, in connection with a properly filed objection to confirmation of the Plan.

49. To avoid confusion and duplicative notices, the Debtor proposes to provide a 

consolidated notice of the deadline to file a Discovery Notice, other discovery deadlines proposed 

below, establishment of the Depository, and confirmation- and solicitation-related deadlines 

proposed in the Disclosure Statement Motion through service of the Confirmation Hearing Notice 

(as defined in the Disclosure Statement Motion) on or before five (5) business days after entry of 

the order granting the relief requested in the Disclosure Statement Motion. See Exhibit A of the 

Disclosure Statement Motion.

Additional Discovery of the Debtor

50. In addition to being provided access to the Depository, subject to the requirements 

outlined above, any party in interest who has filed a Discovery Notice by March 29, 2023, may 

serve upon or notice the Debtor with the following types of discovery requests in connection with 

the Confirmation Hearing (collectively, the “Permitted Discovery”). Fact discovery will conclude 

on April 21, 2023 (the “Fact Discovery Deadline”).

51. Pursuant to Rule 34 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7034 and 9014, parties in interest who have filed a Discovery Notice by March 

29, 2023, may serve requests for production of non-depository documents (“Production Requests”) 

on or before April 3, 2023; provided, however, if a party in interest has served a Production 

Request on or before April 3, 2023, such party in interest may serve one (1) additional Production 

Request on or before April 14, 2023. Parties in interest may serve Production Requests only 

following their filing of a Discovery Notice. Recipients of Production Requests shall be required

to respond to such Production Requests, including any objections thereto, within seven (7) days 

after being served with such Production Requests; provided, however, that recipients of Production 

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Requests may respond later than seven (7) days after being served, should (a) the parties to the 

Production Requests agree on an alternative deadline, and (b) such responses and objections be

served on or before the Fact Discovery Deadline. Production Requests do not need to be 

accompanied by any certification regarding the lack of any documents responsive to such requests 

in the Depository. However, if the Debtor believes that documents or information requested in a 

Production Request are already in the Depository, the Debtor’s responses and objections to such 

Production Request shall direct the requesting party to such documents with specificity.

52. Nothing contained herein shall inhibit the rights of (a) a recipient of a discovery 

request to object or respond as permitted by the Federal Rules of Civil Procedure governing 

discovery, as incorporated by the Bankruptcy Rules, as made applicable by PROMESA Section 

310; or (b) a party from serving multiple Production Requests, provided, however, that all 

Production Requests must be served on or before April 3, 2023, which is eighteen (18) days before 

the Fact Discovery Deadline, to provide sufficient time for the recipient to respond to the 

Production Requests. 

53. Pursuant to Rule 33 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7033 and 9014, parties in interest may serve up to fifteen (15) interrogatories 

(“Interrogatories”), including subparts on or before April 3, 2023. The deadline for recipients of 

Interrogatories to respond to such Interrogatories, including any objections thereto, is ten (10) days 

after being served with such Interrogatories; provided, however, that recipients of Interrogatories 

may respond later than ten (10) days after being served, should (a) the parties to the Interrogatories 

agree on an alternative deadline, and (b) such responses and objections be served on or before the 

Fact Discovery Deadline. 

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54. Pursuant to Rule 36 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7036 and 9014, parties in interest may serve requests for admission (“Admission 

Requests”) on or before April 21, 2023, solely with respect to the authentication of documents 

intended to be offered as exhibits at the Confirmation Hearing. Recipients of Admission Requests 

shall serve their responses within four (4) business days of service of such Admission Requests. 

55. Pursuant to Rule 30 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7030 and 9014, parties in interest may serve initial notices of deposition (“Initial 

Notices of Deposition”) on or before April 14, 2023. Notwithstanding the deadline for Initial 

Notices of Deposition, the Debtor or parties in interest who have filed Discovery Notices may file 

subsequent notices for depositions upon oral examination (a “Follow-Up Deposition Notice” and 

collectively with Initial Deposition Requests, “Deposition Notices”); provided, further, that all 

depositions, whether pursuant to an Initial Deposition Notice or a Follow-Up Deposition Notice,

must be completed by the Fact Discovery Deadline for fact witnesses and the Expert Discovery 

Deadline for expert witnesses; and provided, further, that an Eligible Creditor may participate at 

any such deposition by remote means or in-person. Any party in interest that files an Objection to 

confirmation of the Plan during the period up to and including the Objection Deadline, shall be 

entitled to attend (by remote means or in-person), solely as an observer, the deposition of the 

deponent designated in a Deposition Notice. With regard to depositions, and the exhibits thereto, 

in which the witness will testify about Confidential Information as defined in the Scheduling 

Motion and which is subject to the Protective Order, the noticing party shall take all necessary 

steps to ensure that parties in interest attending such deposition and who will have access to the 

exhibits have signed the Protective Order Subscription (as defined in the Proposed Order) on the 

Depository website. 

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56. Pursuant to Rule 30(d)(1) of the Federal Rules of Civil Procedure, as incorporated 

by Bankruptcy Rule 7030, unless otherwise agreed to by the parties or as directed by the Court, 

depositions shall be limited to one (1) day of seven (7) hours, and parties permitted to take any 

such depositions shall be required to allocate such time among such parties; provided, however, 

that, if additional time is needed to fairly examine the deponent or if the deponent, another person, 

or any other circumstance impedes or delays the deposition, then the Court, consistent with Rule 

26(b)(2) of the Federal Rules of Civil Procedure, as incorporated by Bankruptcy Rule 7026, shall 

consider and grant additional time if appropriate. 

57. Any documents produced between non-Debtor parties in interest shall be 

contemporaneously produced to the Debtor and included by the Debtor in the Depository. 

Discovery Disputes

58. In the event that a discovery dispute (a “Discovery Dispute”) arises, the parties to 

the Discovery Dispute shall meet and confer in an attempt to resolve the Discovery Dispute (the 

“Dispute Conference”). If the parties to the Discovery Dispute are not able to resolve the 

Discovery Dispute during the Dispute Conference, (a) within one (1) business day of the Dispute 

Conference, the parties involved in the Discovery Dispute shall inform the Court of the existence 

of such Discovery Dispute via the filing of a joint informative motion in Case No. 17-4780 and 

the Court shall schedule a chambers conference, telephonic, virtual or in-person conference, as 

soon as possible to resolve or rule upon any such issues involved in such Discovery Dispute; and 

(b) within three (3) business days of the Dispute Conference, each of the parties to such Discovery 

Dispute shall provide the Court with a letter, via email to deindprcorresp@mad.uscourts.gov,

describing the issues associated therewith and setting forth the legal support for the position taken 

by such party. Upon resolution of a Discovery Dispute, the Court shall file an order on the docket 

in Case No. 17-4780. Pending resolution of any such Discovery Dispute, the parties to such 

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Discovery Dispute shall cooperate and provide such discovery which is not the subject of any such 

dispute. 

59. Notwithstanding the above, the parties may adjust specific deadlines set by the 

Court for any discovery matter without leave of Court, except for dates relating to (a) the filing of 

matters or documents with the Court, or (b) hearing dates. 

Expert Witnesses and Reports

60. On or before April 3, 2023, the Debtor and parties in interest shall file a list (the 

“Opening Expert Disclosures”) setting forth the names of the initial expert witnesses that such 

party anticipates presenting at the Confirmation Hearing. 

61. Notwithstanding the requirement under Rule 26(a)(2)(B) of the Federal Rules of 

Civil Procedure, made applicable by Bankruptcy Rule 7026, to disclose an expert report at the time 

of disclosure of the identity of expert witnesses, the Debtor and any party in interest who has timely 

disclosed the identity of an expert witness on the Debtor’s Initial Fact Witness List or Party in 

Interest’s Initial Fact Witness List, shall file its Opening Expert Report(s) on or before April 14, 

2023. With respect to Opening Expert Reports that rely on, reference, and/or are based on 

confidential information, such Opening Expert Reports will be filed with the confidential 

information redacted, and the proffering party shall provide an unredacted copy to (i) the Debtor, 

for uploading as a confidential document to the Depository, and (ii) the Court. The Opening Expert 

Reports uploaded to the Depository, and which contain confidential information, shall be governed 

by the Protective Order for the Depository.

62. On or before April 17, 2023, the Debtor and parties in interest shall file a list (the 

“Rebuttal Expert Witness Disclosures,” and together with the Preliminary Fact Witness Lists and 

the Opening Expert Witness Disclosures, the “Witness Lists”) setting forth the names of the 

rebuttal expert witnesses that such party anticipates presenting at the Confirmation Hearing. The

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Debtor and each party in interest who has timely disclosed the identity of an expert witness in a 

Rebuttal Expert Witness Disclosure shall file the accompanying rebuttal expert report (each a 

“Rebuttal Expert Report”) on or before April 24, 2023. With respect to Rebuttal Expert Reports 

that rely on, reference, and/or are based on confidential information, such Rebuttal Expert Reports 

will be filed with the confidential information redacted, and the proffering party shall provide an 

unredacted copy to (i) the Debtor, for uploading as a confidential document to the Depository, and 

(ii) the Court. The Rebuttal Expert Reports uploaded to the Depository, and which contain 

confidential information, shall be governed by the Protective Order for the Depository. 

Pre-Confirmation Hearing Conference

63. The Debtor requeststhe Court hold a pre-trial conference to discuss any outstanding 

motions in limine, the schedule for the Confirmation Hearing and presentation of testimony in 

support and in opposition to confirmation of the Plan, the number of witnesses to be presented, 

including, without limitation, the persons on the Witness Lists, as the same may have been revised, 

the estimated time for presentation of any such witnesses’ testimony and the pre-admission of 

exhibits to be offered at the Confirmation Hearing.

64. Notwithstanding the deadlines set forth above for the Debtor to file a Proposed 

Confirmation Order and Proposed Findings of Fact and Conclusions of Law, the Debtor shall file 

a final proposed confirmation order and final proposed findings of fact and conclusions of law 

shortly after conclusion of the Confirmation Hearing, in accordance with further instructions by 

the Court, and which shall be annotated to the transcript of the Confirmation Hearing. 

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Confidentiality13

65. The Debtor submits the provisions governing Confidential Information in the 

Protective Order attached as Exhibit 2 to the order approving the Scheduling Motion should apply 

to any documents or information uploaded to the Depository, including any Plan-related 

information. 14

66. In addition, the Debtor requests that, pursuant to Federal Rule of Evidence 502(d), 

any inadvertent disclosure of Confidential Information by the Debtor in connection with this Title 

III Case shall not be deemed to comprise any waiver of any applicable privilege, and that the 

Proposed Order will be enforceable in any and all other federal and state court proceedings.

Basis for Relief

67. Section 105(a) of the Bankruptcy Code, made applicable by PROMESA Section 

301(a), provides that the Court “may issue any order, process, or judgment that is necessary or 

appropriate to carry out the provisions” of the Bankruptcy Code. 11 U.S.C. § 105(a). Under 

Bankruptcy Code Section 105(a), the court has expansive equitable power to fashion any order or 

decree that is in the interest of preserving or protecting the restructuring process. See, e.g., In re 

Energy Res. Co., Inc., 871 F.2d 223, 230 (1st Cir. 1989), aff’d sub nom. United States v. Energy 

Res. Co., 495 U.S. 545, 110 S. Ct. 2139, 109 L. Ed. 2d 580 (1990) (noting the bankruptcy court’s 

“broad equitable powers” including those under Bankruptcy Code Section 105(a)); In re 

Chinichian, 784 F.2d 1440, 1443 (9th Cir. 1986) (“Section 105 sets out the power of the 

bankruptcy court to fashion orders as necessary pursuant to the purposes of the Bankruptcy Code.”) 

 

13 Capitalized terms used in this “Confidentiality” section, but not otherwise defined herein shall have the meaning 

ascribed to those terms in the Protective Order.

14 The Debtor reserves the right to seek modifications to this Protective Order in the event that any documents or 

materials to be disclosed in discovery require other or additional confidentiality protections.

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(citations omitted); Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 

1063, 1069 (2d Cir. 1983) (“[A] bankruptcy judge must have substantial freedom to tailor his 

orders to meet differing circumstances.”).

68. Bankruptcy Rules 7026 made applicable by PROMESA Section 310, set forth the 

requirements for the gathering of information in Title III cases, with provisions governing, among 

other items, discovery, depositions, the production of documents, interrogatories, and admissions. 

Nothing in the proposed global discovery procedures is inconsistent with or alters the rights of 

parties under any of these rules. On the contrary, the proposed global discovery procedures are 

“necessary and appropriate to carry out the provisions” of Bankruptcy Rules 7026 as they would 

allow parties in interest to obtain the documents they seek in an orderly, expeditious, and efficient 

fashion, without prejudicing the rights of such parties. 11 U.S.C. § 105(a).

69. Relief similar to that requested in this Motion has been granted in other Title III 

Cases before the Court, as well as other large, complex bankruptcy cases. See, e.g., In re The Fin. 

Oversight and Mgmt. Bd. For P.R., Case No. 17-3567-LTS (D. P.R. June 22, 2022) [ECF No. 

1249]; In re The Fin. Oversight and Mgmt. Bd. For P.R., Case No. 17-3283-LTS (D.P.R. Oct. 5, 

2021) [Docket No. 18394]; see also In re Cumulus Media Inc., et al., Case No. 17-13381 (SCC) 

(Bankr. S.D.N.Y. Dec. 21, 2017) [Docket No. 148]; In re Maxus Energy Corp., et al., Case No. 

16-11501(CSS) (Bankr. D. Del. Feb. 17, 2017) [Docket No. 907]; In re Enron Corp., et al., Case 

No. 01-16034 (AJG) (Bankr. S.D.N.Y. Feb. 13, 2004) [Docket No. 16233]; City of Detroit, 

Michigan, Case No. 13-53846 (SWR) (Bankr. E.D. Mich. Feb. 24, 2014) [Docket No. 2727] 

(establishing dates and deadlines for confirmation discovery). In fact, the proposed global 

discovery procedures are substantially identical to the procedures approved by the Court in 

connection with confirmation of the Commonwealth’s and HTA’s plans.

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70. The Debtor believes its ability to respond to discovery requests pursuant to uniform 

global discovery procedures will assist in the efficient administration of the Debtor’s Title III Case

without unnecessary litigation expense, and, ultimately, the maximization of value for the Debtor

and its stakeholders. Therefore, the Debtor submits that the relief requested in this Motion is in 

the best interests of stakeholders in this Title III Case, and should be granted in all respects.

Notice

71. Notice of this Motion will be provided by facsimile, electronic mail transmission, 

regular mail and/or hand delivery to the following parties: (a) the Office of the United States 

Trustee for the District of Puerto Rico; (b) the indenture trustees and/or agents, as applicable, for 

bonds issued by PREPA; (c) counsel for the Ad Hoc Group of PREPA Bondholders; (d) counsel 

for Assured; (e) counsel for National; (f) counsel for Syncora; (g) counsel for the Fuel Line 

Lenders; (h) counsel for UTIER; (i) counsel for SREAEE; (j) the entities on the list of creditors 

holding the 20 largest unsecured claims against PREPA; (k) the statutory committees appointed in 

any of the Title III cases; (l) the Office of the United States Attorney for the District of Puerto 

Rico; (m) counsel for AAFAF; (n) the Puerto Rico Department of Justice; (o) the United States 

Securities and Exchange Commission; (p) all parties filing a notice of appearance in this Title III 

case. The Debtor submits that, in light of the nature of the relief requested, no other or further 

notice need be given.

No Prior Request

72. No prior request for the relief sought in this Motion has been made to this or any 

other court.

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WHEREFORE the Debtor respectfully requests entry of an Order, substantially in the 

form attached hereto as Exhibit A, granting the relief requested herein and granting the Debtor 

such other and further relief as is just. 

Dated: December 16, 2022

San Juan, Puerto Rico

Respectfully submitted,

/s/ Martin J. Bienenstock

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Margaret A. Dale

Michael T. Mervis

Daniel S. Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

Email: mbienenstock@proskauer.com

 ppossinger@proskauer.com

 ebarak@proskauer.com

 ddesatnik@proskauer.com

Attorneys for the Financial 

Oversight and Management Board 

as representative for PREPA

/s/ Hermann D. Bauer 

Hermann D. Bauer

USDC No. 215205

O’NEILL & BORGES LLC

250 Muñoz Rivera Ave., Suite 800

San Juan, PR 00918-1813

Tel: (787) 764-8181

Fax: (787) 753-8944

Email: hermann.bauer@oneillborges.com

Co-Attorney for the Financial Oversight and 

Management Board as representative for 

PREPA

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1

Exhibit A

Proposed Order

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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)

ORDER ESTABLISHING, AMONG OTHER THINGS, 

PROCEDURES AND DEADLINES CONCERNING OBJECTIONS 

TO CONFIRMATION AND DISCOVERY IN CONNECTION THEREWITH

Upon the motion (the “Motion”)2of the Puerto Rico Electric Power Authority (“PREPA”), 

by and through the Financial Oversight and Management Board for Puerto Rico (the “Oversight 

 

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).

2 Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Motion.

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Board” and in its capacity as representative of PREPA, the “Debtor”), as sole Title III 

representative of the debtors under PROMESA Section 315(b), requesting entry of an order 

establishing, among other things, procedures and deadlines concerning objections to confirmation 

and discovery in connection therewith, all as more fully set forth in the Motion; and the Court 

having subject matter jurisdiction to consider the Motion and the relief requested therein pursuant 

to PROMESA Section 306(a); and it appearing that venue in this district is proper pursuant to 

PROMESA Section 307(a); and due and proper notice of the Motion having been provided and it 

appearing that no other or further notice need be provided; and the Court having determined the 

relief sought in the Motion is in the best interests of the Debtor, its creditors, and all parties in 

interest; and the Court having determined the legal and factual bases set forth in the Motion 

establish just cause for the relief granted herein, it is hereby ORDERED AS FOLLOWS:

1. The Motion is GRANTED as set forth herein.

Summary of Deadlines for Discovery and Confirmation

2. Subject to additional instructions provided in the remainder of this Order, the 

following deadlines shall apply to discovery and confirmation of the Plan:

Summary of Discovery Deadlines3

Date of Entry of 

This Order Conversion of Disclosure Statement depository to Plan Depository

Five Business Days 

After Entry of DS 

Approval Order

Deadline for Confirmation Hearing Notice to be served.

 

3 The confirmation deadlines approved in connection with the Disclosure Statement Motion are highlighted below 

in grey shading.

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Summary of Discovery Deadlines3

Ten Days After 

Entry of This Order

Deadline for the Debtor to upload all documents to the Plan Depository

Deadline for the Debtor to file a preliminary fact witness list and topics 

about which each witness will testify (“Debtor’s Preliminary Fact 

Witness List”). 

March 29, 2023

Deadline for parties in interest to file a “Notice of Intent to Participate in 

Discovery,” (hereafter, a “Discovery Notice”). Only parties in interest

who file a timely Discovery Notice can propound discovery, but failure 

to do so does not preclude a party from objecting to confirmation of the 

Plan. 

28 Days After Entry 

of DS Approval 

Order

Deadline for Debtor to complete mailing of solicitation materials.

April 3, 2023

Deadline for all parties to serve requests for production of nondepository documents (“Production Requests”). Parties in interest may 

serve Production Requests only following their filing of a timely 

Discovery Notice. 

Parties may serve up to one additional round of Production Requests, 

provided that they are served on or before April 14, 2023.

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

Deadline for parties in interest to file a preliminary fact witness list and 

topics about which each witness is expected to testify (a “Party in 

Interest’s Preliminary Fact Witness List,” and together with the 

Debtor’s Preliminary Fact Witness List, the “Preliminary Fact Witness 

Lists”). 

Deadline for all parties to file opening expert disclosures (“Opening 

Expert Disclosures”). 

Deadline for all parties to serve up to fifteen (15) interrogatories 

(“Interrogatories”), including subparts. Responses and objections to 

such Interrogatories shall be served within ten (10) days of service of 

such Interrogatories. 

April 14, 2023

Deadline for all parties to file opening expert reports (“Opening Expert 

Reports”). 

Deadline for all parties to serve initial notices of deposition, topics and 

requested times for depositions (“Initial Notices of Deposition”) (all 

depositions are limited to a seven (7)-hour time limit). Subsequent 

notices are allowed provided discovery is completed by the Fact 

Discovery Deadline or Expert Discovery Deadline, as applicable. 

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Summary of Discovery Deadlines3

Deadline for parties who have served a Production Request on or 

before April 3, 2023 to serve up to one additional round of Production 

Requests.

Responses and objections to any Production Requests shall be served 

within seven (7) days of service of such Production Requests.

April 17, 2023 Deadline for all parties to file rebuttal expert disclosures (“Rebuttal 

Expert Witness Disclosures”)

April 21, 2023

Deadline for all parties to serve requests for admission, limited to 

authentication of documents (“Admission Requests”). Responses and 

objections to such Admission Requests shall be served within four (4) 

business days of service of such Admission Requests. 

Deadline for completion of fact discovery (the “Fact Discovery 

Deadline”). 

April 24, 2023

Deadline for all parties to file rebuttal expert reports (“Rebuttal Expert 

Reports”)

Deadline for parties in interest who solely want access to documents in 

the Plan Depository to file a Discovery Notice.

April 28, 2023

Deadline for all parties to file Daubert motions and motions in limine.

Deadline for completion of expert discovery (the “Expert Discovery 

Deadline”).

May 5, 2023 Deadline for all parties to file oppositions to Daubert motions and 

motions in limine.

May 12, 2023

Deadline for all parties to file replies in support of Daubert motions and 

motions in limine.

Deadline for all parties to file finalized witness lists, exhibit lists, and 

deposition designations.

May 17, 2023 Deadline for all parties to file counter-designations, objections to 

deposition designations, or objections to exhibit lists. 

May 24, 2023 Deadline for all parties to file objections to counter designations.

May 31, 2023 Deadline for the Debtor to file initial proposed confirmation order (the 

“Proposed Confirmation Order”). 

June 7, 2023 Voting Deadline

June 7, 2023

Deadline for parties in interest to file:

 Objections to confirmation of the Plan (“Plan Objections”).

 Objections to Proposed Confirmation Order.

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Summary of Discovery Deadlines3

June 21, 2023

Deadline for Debtor to file:

 Memorandum of law in support of confirmation.

 Omnibus reply to Plan Objections and objections to the Proposed 

Confirmation Order

 Vote Tabulation.

 Initial proposed findings of fact and conclusions of law 

(“Proposed Findings of Fact and Conclusions of Law”)

 Witness declarations.

Deadline for non-Debtor parties to file witness declarations

June 28, 2023 Deadline for parties in interest to file objections to Proposed Findings of 

Fact and Conclusions of Law.

July 5, 2023 Deadline for Debtor to reply to objections to the Proposed Findings of 

Fact and Conclusions of Law. 

Week of July 10, 

2023

(or a date 

convenient for the 

court)

[Virtual] hearing on motions in limine / pre-trial conference.

July 17–21, 24–28

2023 Confirmation Hearing

Designation of Fact Witnesses

3. On or before the date that is ten (10) days following entry of this Order, the Debtor

shall file the Debtor’s Preliminary Fact Witness List. The deadline for parties in interest to file a 

Party in Interest’s Preliminary Fact Witness List is April 3, 2023. The Preliminary Fact Witness 

Lists shall set forth (a) the names of the witnesses that such party anticipates presenting at the 

Confirmation Hearing and (b) the topics for which the testimony of any such witness shall be 

offered.

4. Notwithstanding the designation of a person on a Preliminary Fact Witness List, 

the party filing such witness list would not be (a) required to present any such witness during the 

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Confirmation Hearing, (b) precluded from offering witnesses at the Confirmation Hearing that do 

not appear on the Preliminary Fact Witness Lists to rebut testimony offered or adduced at the 

Confirmation Hearing, or (c) precluded from amending their Preliminary Fact Witness List on or 

before May 12, 2023, so long as the party amending the list provides an opportunity for any new 

witness to be deposed prior to the start of the Confirmation Hearing. 

5. For purposes of the Confirmation Hearing, the Debtor and any party in interest may 

present the testimony of any designated person by either the submission of a declaration of such 

person or use of deposition testimony in accordance with Bankruptcy Rule 7032, subject to (a) the 

rights of the Debtor or any party that has filed an objection to confirmation of the Plan on or before 

the Objection Deadline, as applicable, to object to the presentation thereof and (b) such other rights 

afforded by the Federal Rules of Evidence and applicable law. In the event that parties intend to 

introduce such testimony by the submission of one or more declarations, (i) such declarations shall 

be filed with the Court and served in accordance with the Local Rules no later than June 21, 2023,

and (ii) any such declarant shall be present at the Confirmation Hearing and be available for crossexamination. 

Plan Depository

6. The procedures set forth in Exhibit 1, Exhibit 2 and Exhibit 3 attached to the 

Court’s Order (I) Scheduling a Hearing to Consider the Adequacy of Information Contained in 

the Disclosure Statement, (II) Establishing the Deadline for Filing Objections to the Disclosure 

Statement and Replies Thereto, (III) Approving Form of Notice Thereof, (IV) Establishing 

Document Depository Procedures in Connection Therewith, and (V) Granting Related Relief 

(Docket Entry No. _____, the “DS Hearing Scheduling Order”) shall apply in equally full force 

and effect to the Depository and be unmodified except to the extent set forth herein: 

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a. To the extent not already uploaded to the Depository, on or before the date 

that is ten (10) days following entry of this Order, the Debtor shall populate 

the Depository to include, in addition to the documents previously residing 

in the Depository, at least the following documents (collectively, the 

“Documents”):

i. Debtor’s relevant non-privileged documents relied upon by the 

Debtor in analyzing its assets and the various claims asserted against 

it; and

ii. Debtor’s relevant non-privileged documents concerning the Best 

Interests Test Report set forth in the Disclosure Statement.

7. Any party in interest who (a) provides the information requested on the Depository 

website and attests to the truth of such information shall be provided access to the Depository, and 

(b) executes the Protective Order by submitting an electronic version of the subscription in the 

form annexed to the DS Hearing Scheduling Order as Exhibit 3 (a “Protective Order 

Subscription”) on the Depository website shall be provided access to documents in the Depository 

that have been designated as Confidential. In addition, any representative of a party in interest

who executes a Protective Order Subscription shall receive access to documents in the Depository 

that have been designated as Confidential. 

8. Notwithstanding the placement of any document in the Depository and the review 

of any such document by a party in interest, the Debtor shall maintain the right to object to the use 

or introduction of any document in the Depository in any matter or proceeding on relevance 

grounds, on privilege grounds, or as otherwise permitted in accordance with the Federal Rules of 

Evidence and applicable law; provided, however, that, to the extent that a document contained in 

the Depository has been created by the Debtor, it shall have waived the right to object to the use 

or introduction of such document on the basis of authenticity. Additionally, to the extent that the 

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Debtor inadvertently includes privileged materials in the Depository, it shall not be deemed to 

comprise any waiver of any applicable privilege. Such protective measures are necessary in order 

to provide the requesting parties access to relevant materials in a timely and efficient manner. 

9. Consistent with the Terms and Conditions Order, as amended from time to time, no 

“Settlement Proposals” (as defined therein) received by the Debtor from any of the Mediation 

Parties, shall be included in the Depository or has been produced to any party in interest. Prior to 

producing any Documents received by the Debtor from any of the Mediation Parties, the Debtor 

agrees to (i) confirm that such Documents have not been designated to constitute a “Settlement 

Proposal” under the Terms and Conditions Order and (ii) provide such producing party or parties 

two (2) business days’ notice of its intent to produce such Documents, during which the producing 

party or parties may review and confirm that the Documents do not constitute a “Settlement 

Proposal” as defined in the Terms and Conditions Order. Additionally, to the extent that the Debtor

inadvertently includes any “Settlement Proposals” in the Depository, it shall not be deemed to 

comprise any waiver of any applicable rights or privileges.

Discovery

10. Parties in interest that wish to participate in discovery and/or obtain access to the 

Depository must file a Discovery Notice

11. Parties in interest who file a Discovery Notice on or before March 29, 2023 shall 

be able to (i) access documents in the Depository, and (ii) to participate in other discovery, 

including serving their own discovery requests and participating in questioning at depositions, as 

set forth in the schedule listed above and in paragraphs 12 through 22 below. 

12. Nothing herein shall preclude (i) parties in interest who do not file a Discovery 

Notice from filing an Objection to confirmation of the Plan on or before the Objection Deadline 

and (ii) parties in interest from seeking discovery of any party, other than the Debtor, in connection 

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with a properly filed objection to confirmation of the Plan and the party from whom discovery is 

sought objecting thereto.

Additional Discovery

13. In addition to being provided access to the Depository, subject to the requirements 

outlined above, any party in interest who has filed a Discovery Notice by March 29, 2023, may

serve upon or notice the Debtor the following types of discovery requests in connection with the 

Confirmation Hearing (collectively, the “Permitted Discovery”), as set forth in paragraphs 14

through 22 below. Fact discovery will conclude on April 21, 2023 (the “Fact Discovery 

Deadline”).

14. Pursuant to Rule 34 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7034 and 9014, parties in interest who have filed a Discovery Notice by March 

29, 2023 may serve requests for production of non-depository documents (“Production Requests”) 

on or before April 3, 2023; provided, however, if a party in interest has served a Production 

Request on or before April 3, 2023, such party in interest may serve one (1) additional Production 

Request on or before April 14, 2023. Parties in interest may serve Production Requests only 

following their filing of a Discovery Notice. Notwithstanding anything otherwise contained here, 

recipients of Production Requests shall be required to respond to such Production Requests, 

including any objections thereto, within seven (7) days after being served with such Production 

Requests; provided, however, that recipients of Production Requests may respond later than seven 

(7) days after being served, should (a) the parties to the Production Requests agree on an alternative 

deadline, and (b) such responses and objections are served on or before the Fact Discovery 

Deadline. Production Requests do not need to be accompanied by any certification regarding the 

lack of any documents responsive to such requests in the Depository. However, if the Debtor

believes that documents or information requested in a Production Request are already in the 

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Depository, the Debtor’s responses and objections to such Production Request shall direct the 

requesting party to such documents with specificity. 

15. Nothing contained herein shall inhibit the rights of (a) a recipient of a discovery 

request to object or respond as permitted by the Federal Rules of Civil Procedure governing 

discovery, as incorporated by the Bankruptcy Rules, as made applicable by PROMESA Section 

310; or (b) a party from serving up to two (2) Production Requests in accordance with the 

applicable deadlines established pursuant to this Order. 

16. Pursuant to Rule 33 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7033 and 9014, parties in interest may serve up to fifteen (15) interrogatories

(“Interrogatories”), including subparts, on or before April 3, 2023. The deadline for recipients of 

Interrogatories to respond to such Interrogatories, including any objections thereto, is ten (10) days 

after being served with such Interrogatories; provided, however, that recipients of Interrogatories 

may respond later than ten (10) days after being served, should (a) the parties to the Interrogatories 

agree on an alternative deadline, and (b) such responses and objections are served on or before the 

Fact Discovery Deadline. 

17. Pursuant to Rule 36 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7036 and 9014, parties in interest may serve requests for admission (“Admission 

Requests”) on or before April 21, 2023 solely with respect to the authentication of documents 

intended to be offered as exhibits at the Confirmation Hearing. Recipients of Admission Requests 

shall serve their responses within four (4) business days of service of such Admission Requests. 

18. Pursuant to Rule 30 of the Federal Rules of Civil Procedure, as incorporated by 

Bankruptcy Rules 7030 and 9014, parties in interest may serve Initial Notices of Deposition on or 

before April 14, 2023. Notwithstanding the deadline for Initial Notices of Deposition, the Debtor

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or parties in interest who have filed Objection Notices may file Follow-up Deposition Notices;

provided, however, that all depositions, whether pursuant to an Initial Deposition Notice or a 

Follow-Up Deposition Notice, must be completed by the Fact Discovery Deadline for fact 

witnesses and the Expert Discovery Deadline for expert witnesses; and provided, further, that an 

Eligible Creditor who has timely filed a Discovery Notice on or before March 29, 2023, may 

participate at such deposition by remote means or in-person. Any party in interest that files an 

Objection to confirmation of the Plan during the period up to and including the Objection Deadline, 

shall be entitled to attend (by remote means or in-person), solely as an observer, the deposition of 

the deponent designated in a Deposition Notice. With regard to depositions, and the exhibits 

thereto, in which the witness will testify about Confidential Information (as defined in the DS 

Hearing Scheduling Order) and which is subject to the Protective Order for the Depository, the 

noticing party shall take all necessary steps to ensure that parties in interest attending such 

deposition and who will have access to the exhibits have signed the Protective Order Subscription 

on the Depository website. 

19. Pursuant to Rule 30(d)(1) of the Federal Rules of Civil Procedure, as incorporated 

by Bankruptcy Rule 7030, unless otherwise agreed to by the parties or as directed by the Court, 

depositions shall be limited to one (1) day of seven (7) hours, and parties permitted to take any 

such depositions shall be required to allocate such time among such parties; provided, however, 

that, if additional time is needed to fairly examine the deponent or if the deponent, another person, 

or any other circumstance impedes or delays the deposition, then the Court, consistent with Rule 

26(b)(2) of the Federal Rules of Civil Procedure, as incorporated by Bankruptcy Rule 7026, shall 

consider and grant additional time if appropriate. 

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20. Any documents produced between non-Debtor parties in interest shall be 

contemporaneously produced to the Debtor and included by the Debtor in the Depository. 

Discovery Disputes

21. In the event that a discovery dispute (a “Discovery Dispute”) arises, the parties to 

the Discovery Dispute shall meet and confer in an attempt to resolve the Discovery Dispute (the 

“Dispute Conference”). If the parties to the Discovery Dispute are not able to resolve the 

Discovery Dispute during the Dispute Conference, (a) within one (1) business day of the Dispute 

Conference, the parties involved in the Discovery Dispute shall inform the Court of the existence 

of such Discovery Dispute via the filing of a joint informative motion in Case No. 17-4780 and 

the Court shall schedule a chambers conference, telephonic, virtual or in-person conference, as 

soon as possible to resolve or rule upon any such issues involved in such Discovery Dispute; and 

(b) within three (3) business days of the Dispute Conference, each of the parties to such Discovery 

Dispute shall provide the Court with a letter, via email to deindprcorresp@mad.uscourts.gov,

describing the issues associated therewith and setting forth the legal support for the position taken 

by such party. Upon resolution of a Discovery Dispute, the Court shall file an order on the docket 

in Case No. 17-4780. Pending resolution of any such Discovery Dispute, the parties to such 

Discovery Dispute shall cooperate and provide such discovery which is not the subject of any such 

dispute. 

22. Notwithstanding the above, the parties may adjust specific deadlines set by the 

Court for any discovery matter without leave of Court, except for dates relating to (a) the filing of 

matters or documents with the Court, or (b) hearing dates. 

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Expert Witnesses and Reports

23. On or before April 3, 2023, the Debtor and parties in interest shall file Opening 

Expert Disclosures setting forth the names of the initial expert witnesses that such party anticipates 

presenting at the Confirmation Hearing. 

24. Notwithstanding the requirement under Rule 26(a)(2)(B) of the Federal Rules of 

Civil Procedure, made applicable by Bankruptcy Rule 7026, to disclose an expert report at the time 

of disclosure of the identity of expert witnesses, the Debtor and any party in interest who has timely 

disclosed the identity of an expert witness on its Fact Witness List or Opening Expert Disclosure, 

shall file its Opening Expert Report(s) on or before April 14, 2023. With respect to Opening 

Expert Reports that rely on, reference, and/or are based on confidential information, such Opening

Expert Reports will be filed with the confidential information redacted, and the proffering party 

shall provide an unredacted copy to (i) the Debtor, for uploading as a confidential document to the 

Depository, and (ii) the Court. The Opening Expert Reports uploaded to the Depository, and which 

contain confidential information, shall be governed by the Protective Order for the Depository.

25. On or before April 17, 2023, the Debtor and each party in interest shall file Rebuttal 

Expert Witness Disclosures, setting forth the names of the rebuttal expert witnesses that such party 

anticipates presenting at the Confirmation Hearing. The Debtor and each party in interest who has 

timely disclosed the identity of an expert witness in a Rebuttal Expert Witness Disclosure shall 

file the accompanying Rebuttal Expert Report on or before April 24, 2023. With respect to 

Rebuttal Expert Reports that rely on, reference, and/or are based on confidential information, such 

Rebuttal Expert Reports will be filed with the confidential information redacted, and the proffering 

party shall provide an unredacted copy to (i) the Debtor, for uploading as a confidential document 

to the Depository, and (ii) the Court. The Rebuttal Expert Reports uploaded to the Depository, 

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and which contain confidential information, shall be governed by the Protective Order for the 

Depository.

Pre-Confirmation Hearing Conference

26. During the week of July 10, 2023, the Court shall hold a pre-trial conference in 

advance of the Confirmation Hearing to discuss any outstanding motions in limine, the schedule 

for the Confirmation Hearing and presentation of testimony in support and in opposition to 

confirmation of the Plan, the number of witnesses to be presented, including, without limitation, 

the persons on the Witness Lists, as the same may have been revised, the estimated time for 

presentation of any such witnesses’ testimony and the pre-admission of exhibits to be offered at 

the Confirmation Hearing. 

27. For purposes of the Confirmation Hearing, direct testimony shall be by Witness 

Declaration or deposition transcript, in accordance with the deadlines set forth above. Such 

presentation of direct testimony by the Debtor shall be subject to (a) the rights of any party that 

has filed an Objection to confirmation of the Plan on or before the Objection Deadline to object to 

the presentation thereof, and (b) such other rights afforded by the Federal Rules of Evidence and 

applicable law. Such presentation of direct testimony by any party in interest shall be subject to (a) 

the rights of the Debtor to object to the presentation thereof, and (b) such other rights afforded by 

the Federal Rules of Evidence and applicable law. Any such declarant shall be present at the 

Confirmation Hearing and be available for cross-examination and rebuttal testimony, if any. 

28. Notwithstanding the deadlines set forth above for the Debtor to file a Proposed 

Confirmation Order and Proposed Findings of Fact and Conclusions of Law, the Debtor shall file 

a final proposed confirmation order and final proposed findings of fact and conclusions of law 

shortly after conclusion of the Confirmation Hearing, in accordance with further instructions by 

the Court, and which shall be annotated to the transcript of the Confirmation Hearing. 

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Confidentiality4

29. The Protective Order governing Confidential Information attached as Exhibit 2 to 

the DS Hearing Scheduling Order shall remain in full force and effect.

30. In addition, pursuant to Federal Rule of Evidence 502(d), it is ordered that any 

inadvertent disclosure of Confidential Information by the Debtor in connection with this Title III 

Case shall not be deemed to comprise any waiver of any applicable privilege, with such order to 

be enforceable in any and all other federal and state court proceedings.

31. No Warranty of Accuracy. Each party accessing the Depository understands that 

the Debtor will endeavor to include in the Confidential folders in the Depository materials relevant 

for the purpose of evaluation of the Plan, but each party acknowledges that the Debtor does not 

make any representation or warranty as to the accuracy or completeness of any Confidential 

Information so provided, and the Debtor shall not have any liability to any party or its 

Representatives resulting from the use of such information by a party or its Representatives.

32. No Waiver. No failure or delay in exercising any right, power or privilege 

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude 

any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Notice

33. Within five (5) Business Days of entry hereof, or as soon as practicable thereafter, 

the Debtor shall cause the Balloting Agent (as defined in the Disclosure Statement Motion) to 

complete the mailing of this Order, together with a copy of the Notice of Intent to Participate in 

Discovery for Confirmation of PREPA Plan of Adjustment, a copy of which is attached hereto as 

Exhibit 1, in accordance with the Bankruptcy Rules and the Local Rules.

 

4 Capitalized terms used in this “Confidentiality” section, but not otherwise defined herein shall have the meaning 

ascribed to those terms in the Protective Order.

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Jurisdiction

34. This Court shall retain jurisdiction to hear and determine all matters arising from 

or related to the implementation, interpretation, or enforcement of this Order.

35. This Order resolves Docket Entry No. ______ in Case No. 17-4780.

Dated: ________________, 2023

____________________________________

Hon. Laura Taylor Swain

United States District Court Judge 

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EXHIBIT 1

Form of Discovery Notice

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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 INTENT TO PARTICIPATE IN DISCOVERY 

FOR CONFIRMATION OF PREPA PLAN OF ADJUSTMENT

___________________ (“Participant”) hereby submits this notice of intent to participate 

in discovery for confirmation of the Title III Plan of Adjustment of the Puerto Rico Electric 

Power Authority [ECF No. _____], as may be amended, modified, or supplemented, pursuant to 

the Court’s Order Establishing Procedures and Deadlines Concerning Objections to 

 

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#:23100 Filed:12/16/22 Entered:12/16/22 21:08:42 Desc: Main

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Confirmation and Discovery in Connection Therewith [ECF No. _______] and respectfully states 

as follows:

1. Participant’s contact information, including email address, and that of its counsel:

Participant’s Name

Participant’s Address

Names and Addresses of Counsel:

Email Addresses of Counsel:

2. Participant’s Claim number and the nature of Participant’s Claim:

Claim Number:

Nature of Claim:

Respectfully submitted,

Dated: ___________________

Case:17-03283-LTS Doc#:23100 Filed:12/16/22 Entered:12/16/22 21:08:42 Desc: Main

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