UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

)

In re: ) PROMESA Title III

)

THE FINANCIAL OVERSIGHT AND )

MANAGEMENT BOARD FOR PUERTO RICO ) Case No. 17 BK 3283-LTS

)

as representative of ) (Jointly Administered)

)

THE COMMONWEALTH OF PUERTO RICO, et )

al., )

)

Debtors.1)

)

)

)

In re: ) PROMESA Title III

)

THE FINANCIAL OVERSIGHT AND )

MANAGEMENT BOARD FOR PUERTO RICO ) Case No. 17 BK 4780-LTS2

)

as representative of ) (Jointly Administered)

)

PUERTO RICO ELECTRIC POWER )

AUTHORITY (“PREPA”), )

)

Debtors.3)

)

1 The Debtors in these Title III cases (collectively, the “Title III Cases”), along with each Debtor’s respective title 

III case number and the last four (4) digits of each Debtor’s federal tax identification number, as applicable, are 

the (i) Commonwealth of Puerto Rico (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax 

ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-

LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) Puerto Rico Highways and Transportation Authority 

(“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal Tax ID: 3808); and (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). (Title III case numbers are listed as Bankruptcy Case 

numbers due to software limitations).

2 The last four (4) digits of PREPA’s federal tax identification number are 3747.

3 The PREPA Title III case is jointly administered with the Commonwealth of Puerto Rico, et al., Title III cases 

under No. 17 BK 3283-LTS. This Motion is filed both in the PREPA Title III case and the Commonwealth of 

Puerto Rico, et al. Title III cases.

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MOTION OF OVERSIGHT BOARD 

FOR ORDER EXTENDING APPOINTMENT OF LEAD MEDIATOR

TO THE HONORABLE JUDGE LAURA TAYLOR SWAIN,

UNITED STATES DISTRICT JUDGE:

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

Board”), as the 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”),

4

respectfully submits this motion (the 

“Motion”), pursuant to sections 315(a) of PROMESA, section 105(a) of title 11 of the United 

States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), made applicable to these cases 

pursuant to section 301(a) of PROMESA, and Local Civil Rule 83J(d)(3), for an order (the 

“Proposed Order”),5substantially in the form attached hereto as Exhibit A, extending the 

appointment of the Lead Mediator on the Mediation Team appointed in PREPA’s Title III Case 

(each as defined below). In support thereof, the Oversight Board respectfully states as follows:

JURISDICTION AND VENUE

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

has subject matter jurisdiction over this Motion pursuant to section 306(a) of PROMESA.

2. Venue is proper in this district pursuant to section 307(a) of PROMESA.

3. The statutory predicate for the relief sought herein is section 315(a) of 

PROMESA, section 105(a) of the Bankruptcy Code, made applicable to these cases by section 

301(a) of PROMESA, and Local Civil Rule 83J(d)(3).

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

5

In the event of any inconsistency between this Motion and the Proposed Order, the Proposed Order shall govern.

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BACKGROUND

4. On June 30, 2016, the Oversight Board was established under section 

101(b) of PROMESA. On August 31, 2016, President Obama appointed the Oversight Board’s 

seven voting members.

5. Pursuant to section 315 of PROMESA, “[t]he Oversight Board in a case 

under this title is the representative of the debtor[s]” and “may take any action necessary on behalf 

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

304 of [PROMESA] . . . or otherwise generally submitting filings in relation to the case[s] with 

the court.”

6. On September 30, 2016, the Oversight Board designated PREPA as a 

covered entity under section 101(d) of PROMESA.

7. On July 2, 2017, the Oversight Board issued a restructuring certification 

pursuant to sections 104(j) and 206 of PROMESA and filed a voluntary petition for relief for 

PREPA pursuant to section 304(a) of PROMESA, commencing a case under title III thereof 

(“PREPA’s Title III Case”).

8. On April 8, 2022, the Court entered two orders in respect of initiating 

mediation, one to appoint a mediation team (the “Mediation Team”) [ECF No. 2772] (the 

“Appointment Order”), and the other to establish the terms and conditions of the proposed 

mediation, which was intended to facilitate confidential settlement negotiations of any and all 

issues and proceedings arising in PREPA’s Title III Case (the “Mediation”) [ECF No. 2773] (the 

“Mediation Order”). 

9. Pursuant to the Mediation Order, the Mediation was originally set to 

terminate on June 1, 2022 at 11:59 p.m. (Atlantic Standard Time) (the “Termination Date”). The 

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Termination Date has been extended multiple times, with the most recent extension until April 28, 

2023 at 11:59 p.m. (Atlantic Standard Time), unless extended by the Court after due notice [ECF 

No. 3167].

10. As provided in the Appointment Order, the members of the Mediation Team 

were initially the Honorable Shelley C. Chapman (the “Lead Mediator”), the Honorable Robert D.

Drain, and the Honorable Brendan L. Shannon.

11. On June 30, 2022, the Lead Mediator retired from her role as United States 

Bankruptcy Judge for the Southern District of New York.6 By order of the Judicial Council of the 

Second Circuit dated June 13, 2022, the Lead Mediator was recalled to continue her service from 

July 1, 2022 through September 30, 2022.7

12. On October 3, 2022, the Oversight Board filed the Application of Oversight 

Board for Entry of Order (i) Ratifying Continued Appointment of Lead Mediator and (ii) 

Appointing Willkie Farr & Gallagher LLP as Special Advisor to the Lead Mediator [ECF No. 

3018].

13. On October 7, 2022, the Court entered the Order (I) Ratifying Continued 

Appointment of Lead Mediator and (II) Appointing Willkie Farr & Gallagher LLP as Special 

Advisor to the Lead Mediator [ECF No. 3031] (the “Lead Mediator Order”), approving the 

appointment of the Lead Mediator through April 7, 2023 (the “Term End Date”). 

14. On December 31, 2022, the Honorable Robert D. Drain retired from judicial 

service. Pursuant to the Notice and Order Regarding Mediation Team [ECF No. 3137], effective 

6 Press Release, Recall of Bankruptcy Judges Chapman and Drain (June 24, 2022) 

(https://www.nysb.uscourts.gov/news/recall-bankruptcy-judges-chapman-and-drain).

7 Order of Recall, Judicial Council of the Second Circuit, dated June 13, 2022 

(https://www.nysb.uscourts.gov/sites/default/files/pdf/OrderofRecall-Chapman.pdf).

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as of December 31, 2022, the members of the Mediation Team are the Lead Mediator and the 

Honorable Brendan L. Shannon. Judge Shannon’s appointment remains in place through the 

conclusion of mediation. 

15. On March 3, 2023, the Court approved the Disclosure Statement for the 

Modified Second Amended Title III Plan of Adjustment of the Puerto Rico Electric Power 

Authority, dated March 1, 2023 [ECF No. 3304].

16. On March 22, 2023, the Court entered the Opinion and Order Granting in 

Part and Denying in Part the Financial Oversight and Management Board for Puerto Rico’s 

Motion for Summary Judgment and the Defendant’s and Intervenor-defendants’ Cross-motion for 

Summary Judgment [Adv. Proc. No. 19-00391, ECF No. 147] (the “Lien Challenge Order”), 

among other things, directing certain parties to commence working with the Mediation Team to 

consensually resolve outstanding disputes regarding the Modified Second Amended Title III Plan 

of Adjustment of the Puerto Rico Electric Power Authority, dated March 1, 2023 [ECF No. 3296]. 

RELIEF REQUESTED

17. By this Motion, the Oversight Board, as the Debtors’ Title III 

representative, respectfully requests entry of the Proposed Order, extending the appointment of the 

Lead Mediator, to continue serving on the Mediation Team with Judge Shannon. 

BASIS FOR RELIEF

18. In accordance with the Lien Challenge Order, to further the Court’s mandate 

to promptly resolve the topics of the Mediation, and to facilitate such negotiations by the Mediation 

Team in accordance with the terms of the Mediation Order, the Oversight Board seeks to extend 

the Term End Date for six months from the date of entry of the Proposed Order, extendable upon 

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the mutual consent of the Mediation Team and the Mediation Parties (as defined in the 

Appointment Order), with such extension being approved by the Court.

19. In accordance with the Lead Mediator Order, on March 29, 2023, the Lead 

Mediator reached out to the Mediation Parties to obtain their consent to extend the Term End Date 

for six months from the date of entry of the Proposed Order. The Lead Mediator requested 

responses by noon on March 31, 2023, and noted if no response was received that consent would 

be presumed. On March 31, 2023, the Lead Mediator informed counsel to the Oversight Board 

that all Mediation Parties had either consented to the extension or were deemed to consent. 

NOTICE

20. The Oversight Board, as Title III representative for PREPA, has provided 

notice of this Motion 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 the PREPA’s 

bonds; (c) the entities on the list of creditors holding the 20 largest unsecured claims against 

PREPA; (d) counsel to the statutory committees appointed in PREPA’s Title III Case; (e) the 

Office of the United States Attorney for the District of Puerto Rico; (f) counsel to AAFAF; (g) the 

Puerto Rico Department of Justice; (h) the Other Interested Parties;8and (i) all parties filing a 

notice of appearance in PREPA’s Title III Case. The Oversight Board, as representative for 

PREPA, submits that, in light of the nature of the relief requested, no other or further notice need 

be given.

8 The “Other Interested Parties” include the following: (i) counsel to certain of the insurers and trustees of the bonds 

issued or guaranteed by PREPA; and (ii) counsel to certain ad hoc groups of holders of bonds issued or guaranteed 

by PREPA.

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RESERVATION OF RIGHTS

21. The Oversight Board files this Motion without prejudice to or waiver of any 

rights pursuant to section 305 of PROMESA,

9

and does not by this Motion provide any consent 

[Remainder of page intentionally left blank]

9 PROMESA section 305 provides:

LIMITATIONS ON JURISDICTION AND POWER OF COURT.

Subject to the limitations set forth in titles I and II of this Act, notwithstanding any power of the court, 

unless the Oversight Board consents or the plan so provides, the court may not, by any stay, order, or 

decree, in the case or otherwise, interfere with—

(1) any of the political or governmental powers of the debtor;

(2) any of the property or revenues of the debtor; or

(3) the use or enjoyment by the debtor of any income-producing property.

PROMESA § 305.

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otherwise required by section 305.

WHEREFORE the Oversight Board, as Title III representative for PREPA,

respectfully requests that the Court enter the Proposed Order annexed hereto granting the Motion, 

and grant the Oversight Board such other and further relief as is just.

Dated: April 3, 2022

San Juan, Puerto Rico

Respectfully submitted,

/s/ Ehud Barak

Martin J. Bienenstock

Paul V. Possinger

Ehud Barak

Daniel Desatnik

(Admitted Pro Hac Vice)

PROSKAUER ROSE LLP

Eleven Times Square

New York, NY 10036

Tel: (212) 969-3000

Fax: (212) 969-2900

/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

Attorneys for the Financial Oversight and

Management Board as representative of

PREPA

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EXHIBIT A

Proposed Order

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1

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF PUERTO RICO

)

In re: ) PROMESA Title III

)

THE FINANCIAL OVERSIGHT AND )

MANAGEMENT BOARD FOR PUERTO RICO ) Case No. 17 BK 3283-LTS

)

as representative of ) (Jointly Administered)

)

THE COMMONWEALTH OF PUERTO RICO, et )

al., )

)

Debtors.1)

)

)

)

In re: ) PROMESA Title III

)

THE FINANCIAL OVERSIGHT AND )

MANAGEMENT BOARD FOR PUERTO RICO ) Case No. 17 BK 4780-LTS2

)

as representative of ) (Jointly Administered)

)

PUERTO RICO ELECTRIC POWER )

AUTHORITY (“PREPA”), )

)

Debtors.3)

)

1 The Debtors in these title III cases, along with each Debtor’s respective title III case number and the last four (4) 

digits of each Debtor’s federal tax identification number, as applicable, are the (i) Commonwealth of Puerto Rico 

(Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax 

Financing Corporation (“COFINA”) (Bankruptcy Case No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax 

ID: 8474); (iii) Puerto Rico Highways and Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-

LTS) (Last Four Digits of Federal Tax ID: 3808); and (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). (Title III case numbers are listed as Bankruptcy Case numbers due to software limitations).

2 The last four (4) digits of PREPA’s federal tax identification number are 3747.

3 The PREPA Title III case is not jointly administered with the Commonwealth of Puerto Rico, et al., Title III cases 

jointly administered under No. 17 BK 3283-LTS. This Motion is filed both in the PREPA Title III case and the 

Commonwealth of Puerto Rico, et al. Title III cases.

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ORDER EXTENDING THE APPOINTMENT OF LEAD MEDIATOR

Upon consideration of the Motion of Oversight Board for Order Extending

Appointment of Lead Mediator (Docket Entry No. _____ in Case No. 17-4780) (the “Motion”),4

filed by the Financial Oversight and Management Board for Puerto Rico (the “Oversight Board”) 

as the Title III representative of the Puerto Rico Electric Power Authority (“PREPA”), pursuant to 

section 315(b) of the Puerto Rico Oversight, Management and Economic Stability Act of 2016 

(“PROMESA”) and Local Civil Rule 83J(d)(3), the Court hereby FINDS AND DETERMINES 

that (i) the Court has subject matter jurisdiction to consider the Motion and the relief requested 

therein pursuant to section 306(a) of PROMESA; (ii) venue is proper before this Court pursuant 

to section 307(a) of PROMESA; (iii) the Oversight Board provided adequate and appropriate 

notice of the Motion under the circumstances and that no other or further notice is required; (iv) 

and the Court having found that the relief requested in the Motion is in the best interests of PREPA, 

its creditors, and other parties in interest; (v) based on the representations made in the Motion, and 

due deliberation thereon, the Court having found that good and sufficient cause exists for the 

granting of the relief set forth herein, it is hereby ORDERED THAT:

1. The Motion is granted as set forth herein. 

2. The appointment of the Lead Mediator is hereby extended through the date 

that is six (6) months from the date hereof, as such date may be extended from time to time, and 

her appointment through such date is hereby ratified.

3. All other terms and provisions of the Order (I) Ratifying Continued 

Appointment of Lead Mediator and (II) Appointing Willkie Farr & Gallagher LLP as Special 

Advisor to the Lead Mediator [Docket Entry No. 3031 in Case No. 17-4780] remain in effect. 

4 Capitalized terms not defined herein shall have the meanings ascribed to them in the Motion. 

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4. Notice of the Motion as provided therein shall be deemed to be good and 

sufficient notice of such Motion, and the requirements of the Local Rules are satisfied by the 

contents of the Motion. 

5. This Order shall be immediately effective and enforceable upon its entry. 

6. This Court shall retain jurisdiction with respect to all matters arising from 

or relating to the interpretation or implementation of this Order.

SO ORDERED. 

Dated: _____________________, 2023

LAURA TAYLOR SWAIN 

United States District Judge

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