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

Case No. 17-BK-3283-LTS

(Jointly Administered)

In re:

THE FINANCIAL OVERSIGHT AND MANAGEMENT 

BOARD FOR PUERTO RICO,

as representative of

THE PUERTO RICO ELECTRIC POWER AUTHORITY,

Debtor.

Case No. 17-BK-4780-LTS

PRELIMINARY FACT WITNESS LIST OF THE AD HOC GROUP OF PREPA 

BONDHOLDERS, ASSURED GUARANTY CORP., ASSURED GUARANTY

MUNICIPAL CORP., SYNCORA GUARANTEE, INC., AND U.S. BANK NATIONAL

ASSOCIATION AS PREPA BOND TRUSTEE RELATED TO 

PREPA’S TITLE III PLAN OF ADJUSTMENT

 

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 (the “Commonwealth”) (Bankruptcy Case No. 17 BK 3283-LTS) (Last Four Digits of 

Federal Tax ID: 3481); (ii) Puerto Rico Sales Tax Financing Corporation (“COFINA”) (Bankruptcy Case 

No. 17 BK 3284-LTS) (Last Four Digits of Federal Tax ID: 8474); (iii) Puerto Rico Highways and 

Transportation Authority (“HTA”) (Bankruptcy Case No. 17 BK 3567-LTS) (Last Four Digits of Federal 

Tax ID: 3808); (iv) Employees Retirement System of the Government of the Commonwealth of Puerto 

Rico (“ERS”) (Bankruptcy Case No. 17 BK 3566-LTS) (Last Four Digits of Federal Tax ID: 9686); and 

(v) Puerto Rico Electric Power Authority (“PREPA”) (Bankruptcy Case No. 17 BK 4780-LTS) (Last Four 

Digits of Federal Tax ID: 3747).

Case:17-03283-LTS Doc#:24006 Filed:04/14/23 Entered:04/14/23 19:24:23 Desc: Main

Document Page 1 of 9
2

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

The Ad Hoc Group of PREPA Bondholders (“AHG”), Assured Guaranty Corp. (“AGC”), 

Assured Guaranty Municipal Corp. (“AGM,” and together with AGC, “Assured”), and Syncora

Guarantee Inc., and U.S. Bank National Association in its capacity as PREPA Bond Trustee

(collectively, the “Bondholders”), respectfully submit this Preliminary Fact Witness List (as 

defined below): 

Bondholders’ Preliminary Fact Witness List

1. On March 3, 2023, the Court entered the Amended and Restated Order 

Establishing, Among Other Things, Procedures and Deadlines Concerning Objections to 

Confirmation and Discovery in Connection Therewith. ECF No. 33052(the “Procedures Order”).

2. Under the Procedures Order, parties in interest are required to file a preliminary 

fact witness list by April 14, 2023. Procedures Order ¶ 3. 

3. Pursuant to the Procedures Order, provided herein is a preliminary fact witness list 

(the “Bondholders’ Preliminary Fact Witness List”), setting forth a list of the names of witnesses 

the Bondholders currently anticipate presenting at the hearing (the “Confirmation Hearing”) to 

determine the confirmability of the Modified Second Amended Title III Plan of Adjustment of the 

Puerto Rico Electric Power Authority, (ECF No. 3296) (as it may be amended modified, or 

supplemented, the “Plan”) 3,4and the topics for which the testimony of any such witness currently 

anticipated to be offered. Procedures Order ¶ 4. Consistent with the Procedures Order,

Bondholders reserve the right to amend the Bondholders’ Preliminary Fact Witness List as 

 

2 Unless otherwise specified, references to the docket are to Case No. 17-BK-04780-LTS. 

3 Not identified in the Bondholders’ Preliminary Fact Witness List are retained expert witnesses and non-retained 

experts whose testimony is expected to be limited to opinion testimony. Such witnesses, if any, will be identified 

pursuant to the deadlines established in the Procedures Order. 

4 Any capitalized terms not defined herein shall have the meaning ascribed to them in the Plan or Disclosure 

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

Authority (ECF No. 3297) (as it may be amended modified, or supplemented, the “Disclosure Statement”). 

Case:17-03283-LTS Doc#:24006 Filed:04/14/23 Entered:04/14/23 19:24:23 Desc: Main

Document Page 2 of 9
3

planning for the Confirmation Hearing proceeds and to: (i) add or remove witnesses; and (ii) 

modify the topics about which witnesses may testify. See Procedures Order ¶ 5. The Bondholders’ 

Preliminary Fact Witness List is as follows:

1. David A. Skeel, Jr., Chairperson of 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”): Mr. 

Skeel may provide testimony about the Plan and Disclosure Statement, 

including but not limited to his factual knowledge and understanding of issues 

bearing on the feasibility, affordability, and reasonableness of the current Plan 

and Disclosure Statement. Mr. Skeel may also provide testimony about facts 

related to the reasonableness of the Fuel Line Lender PSA, the National PSA, 

the Vitol Settlement Agreement, and the Uninsured Bondholder Settlement 

Agreement (collectively, the “Plan Settlements”). He may also provide 

testimony regarding the 2019 RSA and its noticed termination.

2. Robert F. Mujica, Jr., Executive Director of the Oversight Board: Mr. Mujica

may provide testimony about the Plan and Disclosure Statement, including, 

but not limited to his factual knowledge and understanding of issues bearing 

on the feasibility, affordability, and reasonableness of the current Plan and 

Disclosure Statement. Mr. Mujica may also provide testimony about facts 

related to the reasonableness of the Plan Settlements. 

3. Andrew G. Biggs, Member of the Oversight Board: Mr. Biggs may provide 

testimony about the Plan and Disclosure Statement, including, but not limited 

to his factual knowledge and understanding of issues bearing on the 

feasibility, affordability, and reasonableness of the current Plan and 

Disclosure Statement. Mr. Biggs may also provide testimony about facts 

related to the reasonableness of the Plan Settlements. He may also provide 

testimony regarding the 2019 RSA and its noticed termination.

4. The Hon. Arthur J. González, Member of the Oversight Board: The Hon. 

González may provide testimony about the Plan and Disclosure Statement, 

including, but not limited to his factual knowledge and understanding of 

issues bearing on the feasibility, affordability, and reasonableness of the 

current Plan and Disclosure Statement. The Hon. Arthur J. González may also 

provide testimony about facts related to the reasonableness of the Plan 

Settlements. He may also provide testimony regarding the 2019 RSA and its 

noticed termination.

5. Antonio L. Medina, Member of the Oversight Board: Mr. Medina may

provide testimony about the Plan and Disclosure Statement, including, but not 

limited to his factual knowledge and understanding of issues bearing on the 

feasibility, affordability, and reasonableness of the current Plan and 

Disclosure Statement. Mr. Medina may also provide testimony about facts 

Case:17-03283-LTS Doc#:24006 Filed:04/14/23 Entered:04/14/23 19:24:23 Desc: Main

Document Page 3 of 9
4

related to the reasonableness of the Plan Settlements. He may also provide 

testimony regarding the 2019 RSA and its noticed termination.

6. John E. Nixon, Member of the Oversight Board: Mr. Nixon may provide 

testimony about the Plan and Disclosure Statement, including, but not limited 

to his factual knowledge and understanding of issues bearing on the 

feasibility, affordability, and reasonableness of the current Plan and 

Disclosure Statement. Mr. Nixon may also provide testimony about facts 

related to the reasonableness of the Plan Settlements. He may also provide 

testimony regarding the 2019 RSA and its noticed termination.

7. Justin M. Peterson, Member of the Oversight Board: Mr. Peterson may

provide testimony about the Plan and Disclosure Statement, including, but not 

limited to his factual knowledge and understanding of issues bearing on the 

feasibility, affordability, and reasonableness of the current Plan and 

Disclosure Statement. Mr. Peterson may also provide testimony about facts 

related to the reasonableness of the Plan Settlements. He may also provide 

testimony regarding the 2019 RSA and its noticed termination.

8. Betty A. Rosa, Member of the Oversight Board: Ms. Rosa may provide 

testimony about the Plan and Disclosure Statement, including, but not limited 

to her factual knowledge and understanding of issues bearing on the 

feasibility, affordability, and reasonableness of the current Plan and 

Disclosure Statement. Ms. Rosa may also provide testimony about facts 

related to the reasonableness of the Plan Settlements. She may also provide 

testimony regarding the 2019 RSA and its noticed termination.

9. Omar Marrero, Executive Director, Puerto Rico Fiscal Agency and Financial 

Advisory Authority (“AAFAF”): Mr. Marrero may provide testimony about

facts bearing on affordability of recoveries to PREPA’s creditors, including, 

but not limited to, prior, current, and forecasted economic conditions in Puerto 

Rico, prior and current Puerto Rico governmental policies and views 

regarding distributed generation and electric efficiency, and PREPA’s future 

pension obligations and potential sources of pensioners’ recoveries. He may 

also provide testimony regarding the 2019 RSA and its noticed termination.

10. Fernando Batlle, Financial Advisor to AAFAF and PREPA: Mr. Batlle may 

provide testimony about the 2019 RSA, as well about the Plan and Disclosure 

Statement, and alternatives thereto, including, but not limited to analysis of 

affordable creditor recoveries, the terms of such recoveries to bondholders and 

other creditors, the feasibility and reasonableness of the Plan. 

11. Josué Colón Ortiz, Executive Director, PREPA: Mr. Colón Ortiz may provide

testimony about the costs and benefits of the Plan to PREPA, alternative 

restructuring strategies considered for PREPA, PREPA’s current and future 

net revenues, and PREPA’s future capital expenditure needs. 

Case:17-03283-LTS Doc#:24006 Filed:04/14/23 Entered:04/14/23 19:24:23 Desc: Main

Document Page 4 of 9
5

12. Juan Carlos Blanco Urrutia, Director, Office of Management & Budget: Mr. 

Blanco Urrutia may provide testimony about outstanding accounts receivable 

from Puerto Rican government entities and the work that is being done to 

reconcile those amounts and future amounts, as well as the Puerto Rico 

government’s benefits from CILT and other subsidies and the cost of these 

subsidies to PREPA.

13. David Brownstein, Managing Director, Citigroup Global Markets Inc.: Mr. 

Brownstein may provide testimony about the Plan and Disclosure Statement, 

including, but not limited to, the fairness and reasonableness of the Plan 

settlements, the releases provided in the Plan, the Plan’s structuring and 

consummation fees and professional reimbursement fees, the terms of the 

New Bonds and CVI issued under the Plan, and the calculation of creditors’ 

recoveries. He may also provide testimony regarding the 2019 RSA and its 

noticed termination.

14. Sheva Levy, Principal at Ernst &Young, LLP: Ms. Levy may provide 

testimony about the Plan and Disclosure Statement, including, but not limited 

to, any work performed by Ms. Levy related to the pension system maintained 

for employees of PREPA,5in connection with the Plan, the Disclosure 

Statement, prior proposals or agreements, or prior or different analyses 

bearing on issues addressed by the Plan and Disclosure Statement.

15. Ojas Shah, Partner at McKinsey & Company: Mr. Shah may provide 

testimony about the Plan and Disclosure Statement, including, but not limited 

to the best interest test analysis in the Disclosure Statement.

16. William P. Zarakas, Principal at Brattle Group Inc.: Mr. Zarakas may provide 

testimony about the Plan and Disclosure Statement, including, but not limited 

to the proposed Legacy Charge, the feasibility of the Plan, and any work 

performed by Mr. Zarakas in connection with the Plan or the Disclosure 

Statement, prior proposals or agreements related to PREPA’s restructuring, or 

prior or different analyses bearing on issues addressed by the Plan and 

Disclosure Statement.

17. Ellen S. Smith, Senior Managing Director at FTI: Ms. Smith may provide 

testimony about the condition of PREPA, including the transmission and 

distribution system and generation plants and systems, and PREPA’s future

capital improvement needs and options. 

18. Any person who is listed by any other party on its witness list.

 

5Defined in the Disclosure Statement as the “PREPA ERS” or its Spanish acronym, “SREAEE”, which stands for 

Sistema de Retiro de los Empleados de la Autoridad de Energía Electríca. 

Case:17-03283-LTS Doc#:24006 Filed:04/14/23 Entered:04/14/23 19:24:23 Desc: Main

Document Page 5 of 9
6

19. Witnesses to be identified may testify, if needed, as to the authenticity of 

certain of the documents the Bondholders may offer in evidence in connection 

with the Confirmation Hearing. 

WHEREFORE the Bondholders respectfully requests the Court take notice of the foregoing. 

We hereby certify that, on this same date, we electronically filed the foregoing with the 

clerk of the Court using the CM/ECF system, which will notify the attorneys of record.

Dated: San Juan, Puerto Rico

April 14, 2023

TORO COLÓN MULLET P.S.C.

/s/ Manuel Fernández-Bared

Manuel Fernández-Bared

USDC-PR No. 204,204

P.O. Box 195383

San Juan, PR 00919-5383

Tel.: (787) 751-8999

Fax: (787) 763-7760

E-mail: mfb@tcm.law

/s/ Linette Figueroa-Torres

Linette Figueroa-Torres

USDC-PR No. 227,104

E-mail: lft@tcm.law

/s/ Nayda Perez-Roman

Nayda Perez-Roman

USDC–PR No. 300,208

E-mail: nperez@tcm.law

Counsel for the Ad Hoc Group of PREPA 

Bondholders

KRAMER LEVIN 

NAFTALIS & FRANKEL LLP

/s/ Amy Caton

Amy Caton*

Thomas Moers Mayer*

Alice J. Byowitz*

1177 Avenue of the Americas

New York, New York 10036

Tel.: (212) 715-9100

Fax: (212) 715-8000

Email: acaton@kramerlevin.com

tmayer@kramerlevin.com

abyowitz@kramerlevin.com

Gary A. Orseck*

Matthew M. Madden*

2000 K Street NW, 4th Floor

Washington, DC 20006

Tel: (202) 775-4500

Fax: (202) 775-4510

Email: gorseck@kramerlevin.com

mmadden@kramerlevin.com

*Admitted Pro Hac Vice

Counsel for the Ad Hoc Group of PREPA 

Bondholders

Case:17-03283-LTS Doc#:24006 Filed:04/14/23 Entered:04/14/23 19:24:23 Desc: Main

Document Page 6 of 9
7

CASELLAS ALCOVER & BURGOS P.S.C.

By: /s/ Heriberto Burgos Pérez 

Heriberto Burgos Pérez

USDC-PR No. 204,809

Ricardo F. Casellas-Sánchez

USDC-PR No. 203,114

Diana Pérez-Seda

USDC–PR No. 232,014

P.O. Box 364924

San Juan, PR 00936-4924

Tel.: (787) 756-1400

Fax: (787) 756-1401

E-mail: hburgos@cabprlaw.com 

 rcasellas@cabprlaw.com

 dperez@cabprlaw.com 

Counsel for Assured Guaranty Corp. and Assured 

Guaranty Municipal Corp.

CADWALADER, WICKERSHAM & 

TAFT LLP

By: /s/ William J. Natbony 

Howard R. Hawkins, Jr.* 

Mark C. Ellenberg* 

Casey J. Servais* 

William J. Natbony*

Thomas J. Curtin*

200 Liberty Street

New York, New York 10281

Tel.: (212) 504-6000

Fax: (212) 406-6666

Email: howard.hawkins@cwt.com

 mark.ellenberg@cwt.com 

 casey.servais@cwt.com

 bill.natbony@cwt.com

 thomas.curtin@cwt.com

 

*Admitted Pro Hac Vice

Counsel for Assured Guaranty Corp. and 

Assured Guaranty Municipal Corp.

Case:17-03283-LTS Doc#:24006 Filed:04/14/23 Entered:04/14/23 19:24:23 Desc: Main

Document Page 7 of 9
8

REICHARD & ESCALERA, LLC

By: /s/ Rafael Escalara 

Rafael Escalara 

USDC-PR No. 122,609

/s/ Sylvia M. Arizmendi 

Sylvia M. Arizmendi

USDC-PR No. 210,714

/s/ Carlos R. Rivera-Ortiz 

Carlos R. Rivera-Ortiz

USDC–PR No. 303,409

255 Ponce de León Avenue

MCS Plaza, 10th Floor

San Juan, PR 00917-1913

Tel.: (787) 777-8888

Fax: (787) 765-4225

E-mail: escalara@reichardescalera.com 

 arizmendis@reichardescalera.com

 riverac@reichardescalera.com

 

Counsel for Syncora Guarantee, Inc.

QUINN EMANUEL URQUHART & 

SULLIVAN, LLP

By: /s/ Susheel Kirpalani 

Susheel Kirpalani*

Daniel Salinas

USDC-PR No. 224,006

Eric Kay*

51 Madison Avenue, 22nd Floor

New York, New York 10010-1603

Tel.: (212) 849-7000

Fax: (212) 849-7100

Email: susheelkirpalani@quinnemanuel.com

 danielsalias@quinnemanuel.com 

 erickay@quinnemanuel.com

* Admitted Pro Hac Vice

Counsel for Syncora Guarantee, Inc.

Case:17-03283-LTS Doc#:24006 Filed:04/14/23 Entered:04/14/23 19:24:23 Desc: Main

Document Page 8 of 9
9

RIVERA, TULLA & FERRER LLC

/s/ Eric A. Tulla

Eric A. Tulla

USDC-DPR No. 118313

Email: etulla@riveratulla.com

Rivera Tulla & Ferrer Building

50 Quisqueya Street

San Juan, PR 00917-1212

Tel: (787)753-0438

Fax: (787)767-5784 

Counsel for U.S. Bank National 

Association, in its Capacity as PREPA 

Bond Trustee

MASLON LLP

/s/ Clark T. Whitmore

Clark T. Whitmore* 

Michael C. McCarthy* 

John Duffey* 

Jason M. Reed* 

90 South Seventh Street, Suite 3300

Minneapolis, MN 55402

Tel.: (612) 672-8200

Fax: (612) 672-8397

Email: clark.whitmore@maslon.com

mike.mccarthy@maslon.com

john.duffey@maslon.com

jason.reed@maslon.com

* Admitted Pro Hac Vice

Counsel for U.S. Bank National 

Association, in its Capacity as PREPA 

Bond Trustee

Case:17-03283-LTS Doc#:24006 Filed:04/14/23 Entered:04/14/23 19:24:23 Desc: Main

Document Page 9 of 9